1

Filed 6/16/16

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION FIVE

JOHN HERBERT INNES, as Trustee, etc.,

et al., 

Plaintiffs and Appellants,

v.

DIABLO CONTROLS, INC.,

Defendant and Respondent.

 A145528

 (Alameda County

 Super. Ct. No. HG15761845)

John Herbert Innes and Catherine Lynne Innes, as Trustees of the Innes Family 

Trust UDT April 22, 1992, appeal the trial court’s order denying their petition to compel 

inspection of certain records of respondent Diablo Controls, Inc. (Diablo Controls)

pursuant to Corporations Code, section 1601.

1

 We agree with Jara v. Suprema Meats, 

Inc. (2004) 121 Cal.App.4th 1238 (Jara) that section 1601 requires that the records be 

made available for inspection at the office where such records are kept. Further, we 

reject appellants’ contention that Jara does not govern records like those in this case that 

are maintained out-of-state. Accordingly, we affirm.

BACKGROUND

Appellants are shareholders of Diablo Controls, a California corporation. In 

February 2015, appellants submitted a written demand to inspect Diablo Controls’

accounting books and records; the minutes of proceedings of shareholders, the board, and 

 

1 All undesignated section references are to the Corporations Code. 
2

committees of the board; and certain other records.2The demand requested the 

inspection take place at Diablo Controls’ California office. The requested records were 

located in a Diablo Controls office in Illinois. Diablo Controls shipped records to 

California and made them available for appellants’ inspection at its counsel’s California 

office. 

Appellants found the records available for inspection to be incomplete and filed 

the instant petition for a writ of mandate in March 2015. Appellants argued Diablo 

Controls’ failure to make all requested records available for inspection violated section 

1601. After the petition was filed, Diablo Controls mailed appellants copies of additional 

records and made other records available for inspection at its counsel’s California office. 

Appellants claimed the records were still incomplete. 

Diablo Controls opposed the petition on the ground, inter alia, that section 1601 

only obligated it to make the records available for inspection at its Illinois office. The 

trial court agreed in an order denying the petition and dismissing the action. The court’s 

order noted that if Diablo Controls failed to make records available for inspection at its 

Illinois office, appellants could file a new writ petition. This appeal followed.3

DISCUSSION

Section 1601 provides, in relevant part: “(a) The accounting books and records 

and minutes of proceedings of the shareholders and the board and committees of the 

board of any domestic corporation, and of any foreign corporation keeping any such 

records in this state or having its principal executive office in this state, shall be open to 

inspection upon the written demand on the corporation of any shareholder . . . at any 

reasonable time during usual business hours, for a purpose reasonably related to such 

holder’s interests as a shareholder . . . . [¶] (b) Such inspection by a shareholder . . . may 

 

2 Background regarding the dispute between the parties and related litigation is not 

relevant to this appeal.

3

“An order denying a petition for writ of mandamus and dismissing the action is 

considered an appealable judgment.” (Bernard v. City of Oakland (2012) 202 

Cal.App.4th 1553, 1558, fn. 3.)
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be made in person or by agent or attorney, and the right of inspection includes the right to 

copy and make extracts. . . .” Appellants argue section 1601 obligates Diablo Controls to 

make the specified records available for inspection in California. We disagree.4

“ ‘As in any case involving statutory interpretation, our fundamental task here is to 

determine the Legislature’s intent so as to effectuate the law’s purpose.’ [Citation.] We 

begin by examining the statutory language because the words of a statute are generally 

the most reliable indicator of legislative intent. [Citations.] We give the words of the 

statute their ordinary and usual meaning and view them in their statutory context. 

[Citation.] We harmonize the various parts of the enactment by considering them in the 

context of the statutory framework as a whole. [Citations.] ‘If the statute’s text evinces 

an unmistakable plain meaning, we need go no further.’ ” (In re C.H. (2011) 53 Cal.4th 

94, 100.)5

Section 1601 requires only that the identified records “shall be open to inspection 

. . . at any reasonable time during usual business hours . . . .” The statute does not specify 

where the records shall be made open to inspection. As Jara concluded “[t]he statutory 

language requiring that the records ‘be open to inspection . . . at any reasonable time 

during usual business hours’ clearly implies that they may be inspected at the office 

 

4 Because we affirm the trial court’s order on this ground, we need not reach Diablo 

Controls’ alternative argument that appellants were not entitled to writ relief because they 

had an adequate remedy at law. Accordingly, we deny Diablo Controls’ December 30, 

2015 request for judicial notice of documents related to this argument.

5 Appellants suggest we are not bound by our interpretation of the statute, quoting In re 

Reno (2012) 55 Cal.4th 428, 522, for the proposition that “ ‘ “ ‘[c]ourts have inherent 

power . . . to adopt any suitable method of practice, both in ordinary actions and special 

proceedings, if the procedure is not specified by statute or by rules adopted by the 

Judicial Council.’ ” ’ ” Our inherent power to adopt litigation procedures does not 

authorize us to create substantive shareholder rights beyond those expressed in the 

Corporations Code. (Doe v. City of Los Angeles (2007) 42 Cal.4th 531, 545 [“in 

construing this, or any statute, we may not broaden or narrow the scope of the provision 

by reading into it language that does not appear in it or reading out of it language that 

does”].)
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where the records are kept.” (Id. at p. 1263, italics added [holding § 1601 does not 

require corporation to copy records and send them to shareholder].) 

Appellants attempt to distinguish Jara on the ground that the corporation in that 

case apparently kept its records in a California office. Appellants argue Jara does not 

govern cases involving records maintained out of state, and in such cases the inspection 

must take place in California. We disagree. There is no basis in the statutory language to 

impose such a requirement. In fact, the statute contemplates there will be records subject 

to inspection which are kept out of state: it applies to “any foreign corporation keeping 

any such records in this state or having its principal executive office in this state.”

(§ 1601, subd. (a), italics added.) This language encompasses a foreign corporation 

which has its principal executive office in California but does not keep any of the 

identified records in California. Yet the statute makes no provision that the records be 

brought in state for the inspection.

Moreover, a different section of the Corporations Code does make such provision. 

Section 213 provides: “Every corporation shall keep at its principal executive office in 

this state, or if its principal executive office is not in this state at its principal business 

office in this state, the original or a copy of its bylaws as amended to date, which shall be 

open to inspection by the shareholders at all reasonable times during office hours. If the 

principal executive office of the corporation is outside this state and the corporation has 

no principal business office in this state, it shall upon the written request of any 

shareholder furnish to such shareholder a copy of the bylaws as amended to date.” 

Section 213 specifies the bylaws must be either open to inspection in California or

furnished to a shareholder on request. “ ‘ “[W]here a statute, with reference to one 

subject contains a given provision, the omission of such provision from a similar statute

concerning a related subject . . . is significant to show that a different intention 

existed.” ’ ” (People v. Cottle (2006) 39 Cal.4th 246, 254.) Section 213 therefore 

confirms our interpretation of section 1601, which contains no similar provision.

Appellants and Diablo Controls dispute whether Diablo Controls’ principal 

business office is located in California or Illinois. We see no relevance to this debate. 
5

Appellants have identified no authority requiring a corporation to keep the section 1601 

records in its principal business office. In contrast, other statutes do specify where 

certain corporate records must be kept. (§ 213 [corporation shall keep bylaws “at its 

principal executive office in this state, or if its principal executive office is not in this 

state at its principal business office in this state,” or else furnish them to shareholders on 

request]; § 1500 [corporation “shall keep at its principal executive office, or at the office 

of its transfer agent or registrar, a record of its shareholders”].)

6

 Even assuming Diablo 

Controls has a California principal business office, appellants have not shown it must 

maintain the section 1601 records at that location.

Appellants also argue Diablo Controls agreed to bring the records to California. 

Any such agreement has no bearing on whether appellants are entitled under section 1601 

to a court order compelling Diablo Controls to do so.

Appellants argue that, under the interpretation of the statute we adopt, a 

corporation could intentionally avoid the inspection authorized by section 1601 by 

sending the records far away. Jara noted a similar concern about “corporate action 

calculated to thwart exercise of the rights [section 1601] extends to shareholders, i.e., 

. . . an action impeding the process of inspection. The statute should be construed so as 

‘ “to effectuate the purpose of the law.” ’ ” (Jara, supra, 121 Cal.App.4th at p. 1264.) 

We agree that maintaining the records in a remote location to intentionally impede 

inspection would be contrary to the purpose of section 1601. However, there is no 

evidence of such obstruction here. To the contrary, Diablo Controls voluntarily and at its 

own expense transported many of the requested documents to California for appellants’ 

inspection. In addition, appellants have not alleged that requiring them to inspect the 

records in Illinois will preclude their ability to exercise their section 1601 inspection 

rights.

 

6 Notably, section 1500 specifies corporations “shall keep adequate and correct books and 

records of account and shall keep minutes of the proceedings of its shareholders, board 

and committees of the board,” but does not specify where such records shall be kept.
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DISPOSITION

The order is affirmed. Respondent is awarded its costs on appeal.

SIMONS, J.

We concur.

JONES, P.J.

BRUINIERS, J.

(A145528)
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Superior Court of Alameda County, No. HG15761845, Hon. Ioana Petrou, Judge.

Roberts & Elliott, James Roberts and Sharmi Shah for Plainiffs and Appellants.

Greenan, Peffer, Sallander & Lally, James S. Greenan and Edward Romero for Defendant

and Respondent.