Nature of the Case
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Facts
P seeks books and records under 8 Del. C. §220. Phixios (D) has refused because it alleges that P is no longer a stockholder. P became a stockholder of D in March 2015. D is a Delaware corporation formed in July 2013 as a holding company to build product lines, make them successful, and sell them. On July 18, 2013, the board of directors of D executed a Stockholder Agreement. The agreement was to 'protect D and everybody in it from somebody who would potentially do something that could be harmful' to D. D labeled such events as working for a competitor, wilfully disclosing proprietary information or other harmful acts as determined by a majority vote of the board of directors and all voting stockholders. By a majority vote of all voting stockholders, the ownership of the stock will be revoked and returned to D and D will pay par value of the stock at the time of revocation to the registered stockholder. After it was signed, D would e-mail the agreement to every potential stockholder, and D would explain each provision to each potential stockholder prior to the issuance of any stock certificate. D did not require any written evidence of the potential stockholder's knowledge of or assent to the Stockholder Agreement because D 'operated on trust.' D offered P a job with deferred salary but with an immediate vesting of 50,000 shares of stock. P got his stock certificate for 50,000 shares of D. The certificate does not contain or note any stock transfer restriction, and there is nothing in writing to show the restrictions were provided to P by March 25th. D claims that P got both a telephone conversation and an email of the Stockholder Agreement. D’s testimony on this issue changed numerous times, and D could never produce the email. On August 10, 2015, D sent an e-mail titled 'Stockholder Agreement' to multiple D stockholders attaching the Stockholder Agreement. Eventually, P was fired. In June 2016, P received a cease-and-desist letter from to stop 'conspiring to defraud the Company and misappropriate D assets for [his] own personal gain.' A Section 220(d) demand was made to D for inspection of certain books and records. D sent notice to stockholders of a special meeting to be held June 30, 2016. On June 23, 2016, P delivered a written demand to D requesting that P be allowed 'to examine a list of the Company stockholders in connection with a special meeting D has purportedly noticed to take place on June 30, 2016' pursuant to Section 219. On June 30, 2016, D held a special meeting of the stockholders and voted to remove Jacobson as a director. On July 12, 2016, D held another special meeting of the stockholders and purported to revoke all of the common stock held by P and Jacobson under Section 11 of the Stockholder Agreement. D notified P and Jacobson that their common stock had been revoked on July 12, 2016.
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