A stockholder’s attempt to inspect the books and records of DNA SEQ, Inc. under Section 220 of Delaware’s General Corporation Law has been dismissed by the Delaware Court of Chancery, primarily because the initial demand letter lacked a mandatory sworn oath.
Senior Magistrate in Chancery Selena E. Molina issued a letter report on December 29, 2025, granting DNA SEQ, Inc.’s motion to dismiss the Section 220 claim. However, the court made clear that a related claim under Section 221—which concerns compelling an annual shareholder meeting—survives and the overall case is not fully concluded.
The ruling underscores the strict procedural hurdles stockholders must clear when demanding corporate records under Delaware law, even when the demanding party is self-represented.
The Road to Litigation
The case began in August 2025 when David M. Doyle, a stockholder of DNA SEQ, Inc., filed a petition without a lawyer. Mr. Doyle sought both the inspection of corporate books and records (a Section 220 claim) and an order compelling the company to hold an annual meeting (a Section 221 claim).
Initially, Mr. Doyle told the court he needed the action filed simply to preserve his standing, assuring the court that an expedited schedule was not necessary. Based on this representation, the court placed the case on a routine docket and stayed proceedings.
However, the tone shifted in October when the corporation, represented by counsel, filed a motion to dismiss the Section 220 claim under Court of Chancery Rule 12(b)(6), arguing the petition failed to state a valid claim. This prompted the court to reassign the matter to Magistrate Molina for review.
The Crucial Demand Letter
The core of the dispute centered on a demand letter Mr. Doyle sent to the company’s CEO, Andy Nappin, in September 2024. In this demand, Mr. Doyle cited “serious concerns regarding governance, financial transparency, and potential breaches of fiduciary duty.” He specifically requested six categories of records, including board minutes, financial statements, and communications related to potential self-dealing.
The stated purposes for inspection were standard: investigating mismanagement, valuing his shares, communicating with other stockholders, and assessing management’s suitability.
What followed was a period of negotiation that ultimately failed. DNA SEQ proposed a confidentiality agreement in October 2024, and the parties exchanged drafts until December 2024, but never reached an agreement. By February 2025, the company indicated it would cease engagement. After further unsuccessful outreach by Mr. Doyle in August 2025, the lawsuit was filed.
Why the Section 220 Claim Failed: Strict Compliance Required
When analyzing the motion to dismiss the Section 220 claim, Magistrate Molina applied the standard 12(b)(6) test, accepting the well-pled facts as true. However, the failure hinged on procedural compliance with the statute in place at the time of the demand.
Because Mr. Doyle’s demand predated the key retroactivity date for recent amendments to Section 220, the older version of the law applied. Crucially, the older statute required that any demand for inspection be made under oath.
Magistrate Molina cited the recent Delaware Supreme Court decision in *Floreani v. FloSports, Inc.*, emphasizing that stockholders must “strictly compl[y] with the statute’s procedural requirements for making a demand—without such compliance, a stockholder’s right to inspection is not properly invoked.”
Mr. Doyle conceded that his demand was not sworn but argued that, as a self-represented litigant facing health issues, the court sitting in equity should overlook this “technical defect” and look to the substance of his concerns.
The Magistrate firmly rejected this appeal for leniency. Citing precedent, including a 2013 case involving another *pro se* litigant, the court stated it has “no discretion to overlook the form and manner requirements set by statutory enactment of the General Assembly.” Failing to require the oath was not judicial punishment, but the statutorily required ruling.
Furthermore, the court addressed Mr. Doyle’s attempt, filed after the motion to dismiss was fully briefed, to submit a *new*, properly sworn demand. The Magistrate ruled that this new demand could not save the original petition, as the petition sought relief based on the initial, non-compliant demand.
What Happens Next?
The dismissal of the Section 220 claim is “without prejudice,” meaning Mr. Doyle is not permanently barred from seeking those records. The court noted he could potentially pursue relief based on his new demand by amending his case or filing a completely new action.
For now, the focus shifts entirely to the surviving claim: the Section 221 action to compel an annual meeting. Magistrate Molina stayed any potential exceptions to the current ruling until the Section 221 claim is resolved. The parties have been ordered to confer and submit a proposed schedule within 20 days to move that part of the litigation forward.