Ryan Kelly v. California Artichoke and Vegetable Growers Corporation

Ryan Kelly v. California Artichoke and Vegetable Growers Corporation

Petition for Peremptory Writ of Mandate

Hearing Date: August 21, 2026

Petitioner Ryan Kelly (“Petitioner”) seeks a peremptory writ of mandate under Corporations Code section 1603 and Code of Civil Procedure section 1085 compelling Respondent California Artichoke & Vegetable Growers Corporation, doing business as Ocean Mist Farms (“Respondent”), to produce corporate records and to implement ongoing, court‐ordered reporting schedules. Petitioner also seeks attorneys’ fees.

After reviewing the operative Verified Petition for Writ of Mandate (“Petition”), the briefing, the evidentiary record, the declarations, and objections, the Court finds that Petitioner has not demonstrated a refusal of any lawful demand for existing corporate records—a statutory prerequisite under Corporations Code section 1603. Petitioner conceded in his reply that all records requested before the Petition was filed were produced. His remaining complaints concern delays, preferred formats, and alleged deficiencies first raised in reply, none of which support writ relief. The statutory dispute is therefore MOOT.

Corporations Code sections 1602 and 1603 do not authorize courts to impose deadlines, compel production of future records, or oversee continuing reporting schedules. Petitioner also fails to identify specific improperly‐redacted documents. Accordingly, the Petition is DENIED WITHOUT PREJUDICE to filing a new petition identifying specific existing records allegedly refused. The request for attorneys’ fees is likewise DENIED.

Respondent’s evidentiary objection to paragraph 31 of Petitioner’s reply declaration is SUSTAINED. Otherwise, all other objections are OVERRULED.

Background and the Parties’ Arguments.

Petitioner is a director of Respondent. [Petition at ¶¶ 1, 5.] It is also uncontested that Petitioner serves as a constituent director of Boutonnet Farms, which owns shares in Respondent and leases from it. [See Opp. at pp. 5-8 and the evidence cited therein.] Additionally, Boutonnet Farms competes in the same market as Respondent and its other lessees. [Ibid.]

Petitioner alleges that Respondent withheld corporate records he is entitled to inspect under Corporations Code section 1602 and section 7.03 of Respondent’s bylaws. [Petition at ¶¶ 1, 2, 15, and attached Exh. A.] He identifies three sets of communications as inspection demands: (1) his May 2025 letter [id. at ¶ 17 and attached Exh. B]; (2) his December 11, 2025

letter [id. at ¶ 20 and attached Exh. D]; and (3) nomination‐related emails sent on December 17, 18, and 19, 2025 [id. at ¶ 22 and attached Exh. E]. He asserts Respondent delayed production and provided incomplete or reformatted documents. [Id. at ¶¶ 19, 21-24.] In his reply, 1 Petitioner also claims that Respondent failed to disclose materials related to “a lease between [Respondent] and one of its shareholders, for the river ranch” (the “River Ranch lease”). [Reply at p. 13.] Petitioner seeks broad, ongoing production schedules (daily, bi‐weekly, monthly, quarterly) and attorneys’ fees under the bylaws and Corporations Code section 317. [Reply at p. 17; Petition at ¶¶ 20, 22 and Exhs. D-E, and p. 9 (Prayer for Relief).]

In opposition, Respondent argues it never refused any lawful demand, produced all existing records within a reasonable time, and addressed all items identified in the Petition. It contends the May 2025 letter was a shareholder request governed by Corporations Code section 1601—requiring a shareholder‐purpose showing that Petitioner never made. [See Opp. at pp. 5- 10.] As to director requests, Respondent asserts that delays or formatting preferences are not refusals, that some reports did not exist when demanded, and that Petitioner raises new issues for the first time in reply (including the River Ranch lease).

It further contends that the requests sweep into highly confidential grower data, competitor‐sensitive information, and materials that implicate trade‐secret and antitrust concerns. Respondent opposes ongoing production schedules as beyond statutory authority and challenges Petitioner’s fee request.

Petitioner replies that delays, incomplete production, and redactions amounted to refusal. [Reply at pp. 15-16.] Also, Petitioner argues that director inspection rights under Fowler v. Golden Pacific Bancorp, Inc. (2022) 80 Cal.App.5th 205, 211, are “absolute” [id. at pp. 5-6], and that Respondent concealed lease‐related documents [id. at p. 13]. He argues the Petition is ripe and fees are warranted. [Id. at pp. 8, 15.]

Respondent submits a sur‐reply 2 disputing these assertions and reiterating that Petitioner received all existing records.

Legal Standards.

A. Writ of Mandate.

In the relevant part, a court can issue a writ of mandate to any corporation, board, or individual to enforce a legal duty related to an office, trust, or station. [Code Civ. Proc. § 1085, subd. (a).] A writ “must be issued upon the verified petition of the party beneficially interested.” [Code Civ. Proc. § 1086.] “The primary purpose of verification is to assure that the proponent of a pleading has a good faith basis for its assertions.” [Paul Blanco’s Good Car Co. Auto Group v. Superior Court (2020) 56 Cal.App.5th 86, 110.] Generally, a writ will lie when there is no plain, speedy, and adequate alternative remedy...” [Pomona Police Officers’ Assn v. City of Pomona

1 Petitioner submitted an overlong reply brief. [Cal. Rules of Ct., rule 3.1113, subd. (d) (10-page limit for reply briefs).] In its discretion, the Court considered the reply in full. [Cal. Rules of Ct., rule 3.1300, subd. (d).] 2 Although no procedure allows a respondent to file a sur-reply, the Court considered it because the Court had already identified the issues raised therein. 2

(1997) 58 Cal.App.4th 578, 583-84.] This statutory text means that the issuance of a writ is mandatory when an adequate legal remedy is not available, and the other requirements for a writ have been met. [May v. Board of Directors (1949) 34 Cal.2d 125, 133-134.]

A petitioner seeking a writ of mandate under Code of Civil Procedure section 1085 must show two elements: (1) “a clear, present and usually ministerial duty upon the part of the respondent”; and (2) “a clear, present and beneficial right belonging to the petitioner in the performance of that duty.” [Mednik v. State Dept. of Health Care Services (2009) 175 Cal.App.4th 631, 639.] “The statute tersely declares that the writ is available to compel the performance of an act which the law specially enjoins.” [Gong v. City of Fremont (1967) 250 Cal.App.2d 568, 572 (internal quotes and citation omitted).]

B. Rights of Inspection.

To exercise statutory inspection rights under Corporations Code sections 1601 through 1603, an aggrieved shareholder or director can petition the trial court for a writ of mandate or file a statutory petition to compel inspection under section 1603. The extent of records available for inspection and whether the right is conditional depend on whether the petitioner is a shareholder [Corp. Code § 1601] or a director [Corp. Code § 1602].

Shareholders have the right to inspect certain records, including accounting books, shareholder and board minutes, and subsidiary records. [Corp. Code § 1601, subds. (a)(1), (3).] This right cannot be waived or restricted by the corporation’s articles or bylaws. [Id. at subd. (b).] To exercise this right, shareholders must demonstrate a purpose related to their shareholder interests and submit a written request during normal business hours. [Id. at subd. (a)(1).] In legal proceedings, shareholders must provide evidence of a credible basis for their inspection request being reasonably connected to their shareholder interests. [Schnabel v. Superior Court (1993) 5 Cal.4th 704, 715-723; see also Friedman, Cal. Practice Guide: Corporations (The Rutter Group 2025) ¶ 6:511.]

A director’s inspection rights encompass “all books, records, and documents” of the corporation, as well as the physical properties of the corporation and its subsidiaries. [Corp. Code § 1602.] Unlike shareholders, who have conditional inspection rights, directors possess “the absolute right at any reasonable time” to examine these records and properties. [Ibid.]

A director’s right of access is not unlimited; if a petition for enforcement is filed, the court can set “just and proper conditions” for inspection. [See Corp. Code § 1603, subd. (a).] If a corporation refuses to produce records claiming that unrestricted access could cause a tort, it must provide evidence that a protective order is needed to prevent such harm. [Havlicek v. Coast-to-Coast Analytical Services, Inc. (1995) 39 Cal.App.4th 1844, 1856.] The burden of proof is on the preponderance of the evidence standard. [Saline v.

Superior Court (2002) 100 Cal.App.4th 909, 915.] Courts have acknowledged that inspection rights can be limited in certain situations, including, for example, when a director intends to misuse the right to inspection to harm the corporation, including if the corporation suspects that the director would use the inspection of records to obtain information to form a competing business (e.g., trade secrets). [Havlicek, 39 Cal.App.4th at 1849-1850, 1855-1857.]

By contrast, simply the potential that the information might harm the corporation is not enough to deny the director’s inspection rights. [Fowler, 80 Cal.App.5th at 222.] While these rights can be limited if the corporation provides evidence that a director intends to use them to breach fiduciary duties or commit a tort, the courts are not convinced that a director’s right to inspect should be denied only because of a conflict of interest or ongoing litigation with the corporation. [Ibid.]

If a corporation refuses a lawful request for inspection, the provisions of Corporations Code section 1603 come into effect. In such cases, the court may enforce the inspection rights under suitable conditions. [Corp. Code § 1603, subd. (a).] Alternatively, the court can, for good cause, appoint one or more qualified inspectors or accountants to review the books and records maintained in the state. [Ibid.]

A refusal need not be explicit. The right-of-inspection statutes “can be violated by corporate action calculated to thwart exercise of the rights it extends to shareholders, i.e., by a failure to respond to a proper request, a communication rendering further requests futile, or an action impeding the process of inspection.” [Jara v. Suprema Meats, Inc. (2004) 121 Cal.App.4th 1238, 1264.]

Discussion.

A. Evidentiary Rulings.

Respondent’s objection to paragraph 31 of Petitioner’s reply declaration is SUSTAINED. Petitioner lacks personal knowledge of others’ motives. [Evid. Code § 702.] Respondent’s other objections to Petitioner’s reply and supplemental declarations are OVERRULED.

B. May 2025 Request.

This letter was specifically submitted on behalf of Boutonnet Farms under Corporations Code section 1601, which applies to shareholders. [Petition at ¶ 17 and Exh. B.] Petitioner did not demonstrate that the requested inspection was reasonably related to shareholder interests, as required by section 1601, subdivision (a). Instead, Petitioner claims in his Petition that the inspection request falls under section 1602, which is not relevant to this May 2025 request.

Further, Petitioner must show that there has been a refusal in response to a lawful demand. [Corp. Code § 1603, subd. (a).] Petitioner admits that Respondent produced records in response. [Petition at ¶ 18 and Exh. C (“In response to your letter received on May 19th requesting numerous Ocean Mist Farms reports, Management will provide the following reports in the frequency listed below.”).] Because no lawful section 1601 demand and no refusal were shown, relief cannot be granted.

On December 11, 2025, Petitioner sent a second letter asserting that the production was partially deficient. [Petition at ¶ 20 and attached Exh. D.] The letter states that some documents

were produced late and/or in response to additional requests [ibid.], yet records show this was the first time Petitioner questioned the adequacy of Respondent’s production. Because late or additional-requested productions do not constitute refusals, Petitioner cannot obtain a writ of mandate for most items listed in the two letters, as Respondent did not refuse and did produce those records.

The letter dated December 11, 2025, states that two types of documents were not provided and one type was incomplete. [Petition at ¶ 20 and attached Exh. D.] This could be seen as a constructive refusal to produce records. However, such a refusal must be a refusal to comply with a lawful inspection request. [Corp. Code § 1603, subd. (a).] Since Petitioner has not demonstrated that the May 2025 letter was a request for records related to Boutonnet Farms’ shareholder interests in Respondent (rather than Respondent’s competitor), the request in that letter was not lawful. Therefore, Respondent was not required to permit inspection in response. Consequently, no refusal has occurred that would permit the Court to order inspection under the Corporations Code section 1603.

Since Petitioner has not demonstrated that the May 2025 letter’s inspection request is reasonably linked to Boutonnet Farms’ role as Respondent’s shareholder, and because Respondent refused inspection after a lawful demand, the Court cannot grant the inspection. Consequently, the Court does not need to address Respondent’s arguments for restricting or denying further inspection based on the initial letter.

C. December 11, 2025 Director Request.

The December 11, 2025, letter was authored by Petitioner’s attorney on his behalf, in his role as Respondent’s director. [Petition at ¶ 20 and attached Exh. D.] This was the first time Petitioner requested an inspection in his capacity as Respondent’s director under Corporations Code section 1602.

Petitioner must show that there has been a refusal in response to a lawful demand. [Corp. Code § 1603, subd. (a).] The statute requires the inspection to be in a “reasonable time,” but it does not impose a strict deadline. [Ibid.] Here, the record shows that Respondent has been cooperative and has produced the requested records in the December 11, 2025 letter, which existed as of the Petition’s filing. Petitioner has not identified any specific redactions which the Court could analyze to determine whether they are proper or improper. Petitioner has not shown that any reformatting of records impairs his inspection rights; his convenience and preferences are insufficient. Petitioner cannot expand the scope of the demand in the reply to request additional records due to Respondent’s due process rights. The Petition is MOOT as to all existing records.

In addition to the production of existing records, Petitioner’s second letter demands production of reports on a daily, bi-weekly, monthly, or quarterly basis in the future. [Petition at ¶ 20 and attached Exh. D.] Such requests are not statutorily authorized. Corporations Code sections 1602 and 1603 do not permit courts to compel the ongoing creation or production of documents that do not yet exist.

Petitioner’s new lease‐related arguments—including River Ranch lease materials—were not part of any demand identified in the Petition and were raised for the first time in reply. Relief cannot be granted on these issues. [Jay v. Mahaffey (2013) 218 Cal.App.4th 1522, 1537-1538.]

Petitioner has not demonstrated that Respondent refused to produce any existing records when the Petition was filed, despite Petitioner’s request in the December 11, 2025 letter. The Petitioner’s unspecified references to redactions and reformatting do not provide sufficient detail for the Court to assess whether any records were improperly altered. Therefore, as it relates to the December 11, 2025, letter, the Petition is MOOT, but the ruling will be without prejudice to Petitioner’s ability to commence a new proceeding that clearly identifies the exact records at issue and any redactions or alterations that he deems objectionable.

Because Petitioner failed to prove that Respondent refused to produce existing records in response to a lawful request, the Court will not rule on the objections now. Additionally, because Petitioner has not identified which documents, available at the time of the Petition’s filing, Respondent refused to produce, the Court cannot fully assess the merits of the objections. Therefore, the Court declines to rule on the objections at this time.

D. Nomination Information Request Emails.

Petitioner also asserts that Respondent refused to produce records in response to his emails dated December 17, 18, and 19, 2025, which he refers to as the Nomination Information Request Emails. [Petition at ¶ 22 and Exh. E.] Petitioner sent the emails in the course of his work as director, and therefore he argues that he is entitled to inspect any records that are the subject of a lawful demand for inspection.

The Nomination Information Request Emails do not constitute a request for records. The December 17, 2025, email asks whether there are job qualifications for the Board Chair position. Petitioner has not shown that Respondent has any document listing those qualifications. The December 19, 2025, email asks whether the first request sent on December 17 was received and explains why Petitioner wants to know whether criteria exist (to compare with his thoughts on the candidates).

Even if the Nomination Information Request Emails are record requests, Respondent did not refuse to respond. Indeed, Respondent provided the Board Chair Position Description from the recruiting firm before the final interviews. [Chappell Decl. at ¶ 9.] No refusal occurred.

E. Attorneys’ Fees.

Corporations Code section 1604 does not apply absent a finding of refusal. Here, the Court does not find that Respondent failed to comply with any proper demand for inspection.

Petitioner also requests attorneys’ fees and costs based on sections 5.01 and 5.02 of the bylaws and Corporations Code section 317, subdivision (g). [Petition at p. 9.] Indemnification under section 317, subdivisions (b) through (d), and Article V of the Bylaws does not apply because Petitioner filed suit against the corporation, was not defending it or acting in an eligible capacity, and held a position adverse to the corporation.

Accordingly, Petitioner’s requests for fees are DENIED.

Conclusion.

Petitioner has failed to show any lawful demand for existing records that was refused. All records sought before the Petition date were produced, rendering the Petition moot. Format preferences, delays, or new issues raised in reply cannot support writ relief. Further, the applicable statutes do not authorize ongoing production schedules or deadlines.

The Petition is DENIED WITHOUT PREJUDICE to filing a new petition identifying specific existing records and alleged refusals. Attorneys’ fees are DENIED.

Respondent shall submit a proposed order and judgment consistent with this Tentative Ruling.

NOTE RE TENTATIVE RULING This tentative ruling becomes the court’s order, and no hearing shall be held unless one of the parties contests it by following Rule 3.1308 of the California Rules of Court and Monterey County Local Rule 7.9. Those parties wishing to present an oral argument must notify all other parties and the Court no later than 4:00 p.m. on the court day before the hearing; otherwise, NO ORAL ARGUMENT WILL BE PERMITTED, AND THE TENTATIVE RULING WILL BECOME THE ORDER OF THE COURT AND THE HEARING VACATED. You must notify the court by email or by calling the Calendar Department at 831-647-5800, extension 3040, before 4:00 p.m. on the court day before the hearing.

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