State ex rel. Spinney v. Sportsman's Park & Club Ass'n

Rombauee, J.,

delivered the opinion of the court.

The relator, a stockholder of the Sportsman’s Park & Club Association, which is a business corporation, applied to its officers for permission to inspect its books of account, stock certificate-books and transfer-books. Permission being refused he applied to the court for a writ of mandamus. Respondents demurred to the alternative writ. Their demurrer was overruled and they made return denying that they refused the requested inspection. They further denied that the time demanded for such inspection, to-wit, two hours a day for ten days, was a reasonable time. As an affirmative ■defence the return stated that the relator was not a bona-fide stockholder, but that the ten shares which he claimed to hold were transferred to him without consideration by other stockholders, so that he, as an accountant, might examine the books and thereby harass and annoy the corporation and its officers.

The return was denied by reply.

Upon a hearing of the issues, thus framed, the court issued a peremptory writ commanding respondent to permit relator to inspect the books for two hours a day for ten days, and rendered judgment for costs in favor of relator.

The corporation and its officers appealing complain that the court erred in overruling their demurrer, erred in excluding evidence offered by them, to the effect that the shares were transferred to the relator for the sole purpose of allowing him to inspect the books, and that, under all the evidence, the relator was not entitled to a peremptory writ.

The first and last exceptions are based on the fact that neither the alternative writ nor the evidence discloses the purpose for which relator demands an inspection of the books. The appellant contends that it is incumbent on the stockholder who seeks the aid of the *330 writ in such cases to allege and show some specific interest at stake rendering such inspection necessary, or some specific purpose for which the examination is desired, and cite in support of that position King v. Taylor, 2 Barn. & Ad. 115, and People v. Walker, 9 Mich. 328 .

We had occasion to decide in State ex rel. v. St. Louis Paint Man. Co., 21 Mo. App. 527 , that, ordinarily, to maintain this writ it is essential for the relator to show a legal duty imposed upon the defendants to do the thing they are asked to do, and a pecuniary injury, which cannot be compensated in a suit for damages resulting to him from their refusal to do it. Such seems to be the rule generally recognized. High Ex. Leg. Rem., sec. 310.

This, however, has reference to cases where the statute or the regulations of the corporation are silent on the subject.

Our statute concerning business corporations provides, among other things :

“Sec. 932. The trustees or directors of the corporation shall keep correct accounts of their transactions, and have full statements of the condition of affairs of such corporation made out and exhibited to the stockholders as often as once in each year, at least ten days before the day of election; and each stockholder may, at all proper times, have access to the books of the company, to examine the same and under such regulations as may be prescribed by the by-laws.”

This provision implies that in this class of corporations, which are organized solely for pecuniary profit, each shareholder has a sufficient pecuniary interest warranting him to demand access to the books of the corporation, and secures to him the right to seek such inspection, subject to such reasonable regulations only as may be prescribed by the by-laws.

It is not incumbent upon a relator, who merely seeks a right guaranteed him by the charter of the corporation, to disclose the purpose for which he seeks to exercise *331 it. In fact, where the right is clear, the fact that the information sought to be obtained might be used for improper purposes is wholly immaterial. High on Ex. Leg. Rem., sec. 308; People v. Steamship Co., 50 Barb. 280. This disposes of appellant’s first and third exceptions.

The exception that the court erred in excluding testimony offered by appellant, and tending to show that the relator was a mere accountant, and not a bonafide transferee of the stock, may be disposed of with the remark that the relator’s legal ownership of the stock is admitted, and that the purpose for which he-acquired it is foreign to this proceeding. Passing, however, the mere formal legal objection and proceeding to the ulterior point aimed at; we may add that we are not prepared to say that a stockholder’s right of examination is one which must be exercised in all cases without the assistance of such expert aid as in many cases is the only one to render the examination effectual.

When the relator -offered evidence tending to show that time would be necessarily requisite for the examination of the books, the appellants objected, on the ground that the question of reasonable time was for the court and not for the witness. They now object because the time stated in the writ is not shown to be reasonable. They introduced no evidence on the subject. As to what books were kept and the multitude of the transactions entered therein was within their exclusive knowledge. Under these circumstances we do not feel justified to vacate the judgment on the sole ground that the time granted for inspection is unreasonable, without some affirmative showing that the complaint is just.

Judgment affirmed.

All the judges concur.