Winslow v. Alliance Industrial Refrigeration etc. CA2/4

Filed 1/14/22 Winslow v. Alliance Industrial Refrigeration etc. CA2/4 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FOUR

KATHY WINSLOW et al., B307788

Petitioners and Appellants, (Los Angeles County Super. Ct. No. 19STCP02810) v.

ALLIANCE INDUSTRIAL REFRIGERATION SERVICES, INC., et al.,

Respondents.

APPEAL from an order of the Superior Court for Los Angeles County, James Chalfant, Judge. Affirmed. California Land Law and Richard J. Cowles for Petitioners and Appellants. Wilcox Dunakin Chrisopoulos and Chad C. Wilcox for Respondents.

INTRODUCTION Kathy Lohr and Kathy Winslow (petitioners), shareholders of Alliance Industrial Refrigeration Services, Inc. (Alliance), made a written demand for inspection of various records pursuant to Corporations Code section 1601.1 After Alliance allegedly failed to comply with the inspection demand, petitioners sought court intervention and filed a petition for writ of mandate against respondents Alliance and its directors Grant Golding, Daniel Jordan, and Richard Dones. (§ 1603; Code Civ. Proc., § 1085.) Prior to the trial court ruling on the merits, respondents fully complied with the inspection demand. Petitioners thereafter sought attorney fees, arguing that Alliance’s refusal to comply with the inspection demand absent court intervention was without justification. (See § 1604.) Specifically, petitioners contended Alliance refused to provide a declaration regarding the nonexistence of certain corporation documents as well as a settlement agreement with a former employee. The trial court denied the motion for attorney fees. On appeal, petitioners argue the trial court erred in ruling: (1) a declaration of inability to comply with an inspection demand is not required by section 1601; and (2) respondents’ failure to provide the settlement agreement was justified. We disagree with petitioners and affirm the trial court’s order denying attorney fees.