Morris v. Pepsi-Cola Co. 21 A.D.2d 651

Judgment under article 78 of the Civil Practice Law and Rules directing an inspection of corporate books and records, unanimously affirmed, with costs to petitioner-respondent. We do not reach the question as to choice of law regarding a director’s right to inspection and examination of the books and records of a foreign corporation. Whether Delaware law applies or New York law governs is immaterial in the posture of the instant case. For even if Delaware law limits the right of inspection by a director to proper corporate purposes and proper motivation, the record herein wholly fails to show an improper motive or to create any issue of fact on that score which would require a hearing. Hence, whether petitioner’s rights as a director are absolute or qualified, the inspection ordered herein was *652properly granted. Concur — Breitel, J. P., Valente, Stevens, Eager and Steuer, J J.