PLAINTIFF E.T.I. INT’L INC.’S PETITION FOR SHAREHOLDER INSPECTION RIGHTS AND REQUEST FOR ATTORNEYS FEES
June 9, 2026 Law and Motion Calendar PAGE 5 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________
2:00 PM LINE 3 24-CIV-01127 E.T.I. INT'L. VS. KEVIN YIP, ET AL.
E.T.I. INT’L., A CALIFORNIA CORPORATION BIN LI KEVIN YIP MATTHEW D. MARCA
PLAINTIFF E.T.I. INT’L INC.’S PETITION FOR SHAREHOLDER INSPECTION RIGHTS AND REQUEST FOR ATTORNEYS FEES
TENTATIVE RULING:
Plaintiff E.T.I. Int’l Inc.’s Petition for Shareholder Inspection Rights and Request for Attorney’s Fees is DENIED.
Plaintiff E.T.I. Int’l Inc. (“ETI”) seeks a writ of mandate compelling Defendant Kevin Yip to allow ETI to inspect the books, records, and minutes of non-party PAL E-Commerce Logistics, Inc. (“PAL-E”) as well as reimbursement of ETI’s reasonable expenses from Yip and his counsel incurred in bringing this petition.
Every shareholder of a corporation is entitled to inspect the corporation’s “accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board” upon the shareholder’s “written demand on the corporation” and “for a purpose reasonably related to the holder’s interests as a shareholder ... .” (Corp. Code, § 1601, subd. (a)(1).) A shareholder may also elect to have copies of the documents produced by mail or electronically if he or she bears the reasonable costs of copying or converting the documents. (Id., at subd. (a)(2).) If the corporation refuses a shareholder’s lawful demand, the shareholder may seek to enforce the right of inspection in “the superior court of the proper county.” (Id., at § 1603, subd. (a).)
As ETI acknowledges, the procedure for enforcing the inspection right in court is a petition for a writ of mandate. (Cal. Civ. Prac. Business Litigation (Apr. 2026) Corporate Records and Reports, § 9:13; see, e.g., Innes v. Diablo Controls, Inc. (2016) 248 Cal.App.4th 139, 142 & fn. 3.) Neither party has submitted a plea in correct form, instead treating the petition as a noticed motion. (See
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The failure to present its request for relief in correct procedural form is fatal to ETI’s petition. Importantly, a petition for a writ of mandate must be verified by the beneficially interested party. (Code Civ. Proc., § 1086.) The petition here is not verified. The failure to verify is grounds for denial of the petition. (Krueger v. Superior Court (1979) 89 Cal.App.3d 934, 939–940.) The court realizes that this defect is curable and that the court should be hesitant in basing its decisions on defects that are curable. (Walton v. Victor Valley Community College Dist. (2026) 119 Cal.App.5th
June 9, 2026 Law and Motion Calendar PAGE 6 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________ 1164, 1170, as modified on denial of reh'g (Apr. 14, 2026), review filed (May 26, 2026).) However, the absence of verification has been called to ETI’s attention by Yip and ETI has not sought leave to cure the defect. Thus, ETI with knowledge of the defect has failed to cure it before the hearing and the court thus relies on the absence of the verification as one of the grounds for denying the motion.
Furthermore, apart from a supplemental complaint, “it is elementary that there can only be one complaint in an action [citations].” (Cohen v. Superior Court (1966) 244 Cal.App.2d 650, 656 [italics in original].) That is, one cannot have two operative pleadings, even if one is denominated a “petition,” and the Court could strike the petition sua sponte. (See Code Civ. Proc., § 436.) Even were the petition here construed to be a supplemental complaint, ETI effectively seeks a bifurcated trial of the inspection right without prior court authorization by requesting the determination of the merits of, and entry of judgment on, its cause of action for a writ of mandate before reaching a trial on those causes of action previously pleaded.
Accordingly, Yip’s objection on procedural grounds is well taken. ETI contends it has presented the petition is entirely proper, arguing that it has presented a valid declaration as evidence supporting the petition. While attached to the petition is a declaration made under penalty of perjury, the petition itself is not verified as required. ETI also argues filing the petition in this otherwise unrelated action is proper to prevent a multiplicity of actions, citing Bewley v. Riggs (1968) 262 Cal.App.2d 188, which merely dealt with the now-outdated law of the scope of counterclaims vis-à-vis cross-complaints and does not hold that a plaintiff may have multiple operative affirmative pleadings outside of supplemental complaints or cross-complaints, which are expressly authorized by statute.
Misjoinder is still a valid objection under certain circumstances— for example, it is unclear whether under the modern Corporations Code a shareholder may enforce its right against a director without joining the corporation—and ETI certainly does not cite any authority for the proposition that it may disregard the rules of civil procedure in the manner it seeks to do in having its second pleading decided on a bifurcated basis without a court order authorizing such.
For the foregoing reasons, the petition is denied. The denial is without prejudice to the same cause of action properly included in ETI’s sole operative pleading in this case or a petition filed in a separate mandamus proceeding.
If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for Defendant shall prepare a written order consistent with the Court’s ruling for the Court’s signature, pursuant to California Rules of Court, rule 3.1312, and provide written notice of the ruling to all parties who have appeared in the action, as required by law and the California Rules of Court.