Parsons v. Jefferson-Pilot Corp.

Louise Price Parsons (plaintiff) was a shareholder in Jefferson-Pilot Corporation (Jefferson) (defendant). Parsons sent a letter to Jefferson requesting any records of any actions taken by directors, minutes of any shareholder meetings, and records of actions taken by the shareholders, in order to determine any possible mismanagement. Jefferson refused to provide Parsons with a list of the names of non-objecting beneficial owners (the NOBO list), or to allow Parsons to inspect Jefferson’s accounting records, stating that it did not maintain a list of beneficial owners, and that the accounting records were not within the scope of North Carolina General Statute (N.C.G.S.) § 55-16-02(b). Parsons brought suit to compel Jefferson to permit inspection of the records. The trial court denied Jefferson’s motion for summary judgment, finding that Jefferson was required to permit Parsons to inspect its accounting records and records of shareholder and director actions, but was not required to provide Parsons with the NOBO list, because Jefferson did not have the names of those owners. The court of appeals agreed that Jefferson was not required to provide the NOBO list, and that Parsons’ written demand to inspect described her purpose, and the records she sought to inspect, with reasonable particularity. The court of appeals reversed the finding that Parsons had a right to inspect Jefferson’s accounting records. Both parties petitioned this court for review of the court of appeals’ decision.