Barnes v. Telestone Techs. Corp.

Defendant was a Delaware corporation. Plaintiff was a purported minority stockholder of the corporation. Plaintiff served Defendant with a letter requesting inspection of its books and records pursuant to Del. Code Ann. 8, 220 and attached a sworn affidavit affirming he was a beneficial owner of Defendant's stock. When Defendant failed to respond to Plaintiff's request, Plaintiff filed this action demanding the books and records. Defendant filed a motion to dismiss, contending that Plaintiff failed to comply with the procedural requirements of section 220 because Plaintiff failed to provide adequate evidence of his beneficial ownership of company stock at the time he sent his inspection demand. The Court of Chancery granted the motion, holding that Plaintiff's sworn affidavit attesting he was an owner of company stock was insufficient evidence of beneficial ownership.