delivered the opinion of. the court.
This is an appeal from an order awarding a writ of mandamus to compel defendants to produce the stockholders’ list of defendant corporation. The president of the corporation is the owner of 70% of the stock and in complete control. He used the stockholders’ list to submit to stockholders an offer of $50 per share. Plaintiff, the owner of five shares, upon receiving the offer consulted her lawyer who called the president аnd told him that the price offered was inadequate, that plaintiff was willing to offer $60 per share to all stockholders and for that purpose requested the stockholders ’ list. He was advised to serve a demand, which he did. Receiving nо reply, he called the president and was told bluntly that plaintiff was not entitled to the list. The evidence shows that plaintiff had acquired her stock about three years before the event in question ; that her offer was genuine; and that she was able and willing to provide the funds. The question, therefore, is whether the president having used the stockholders’ list for the purpose of communicating his ovni offer can properly deny a minority stockholder the right to make his fellow stockholders a higher -offer. The defense is based principally on the ground that plaintiff desired the list in order to speculate in the stock and that this is not a proper purpose within the meaning of the present statute granting thе right. The defense is not in our opinion supported by the facts nor by a correct understanding of the existing law. For that, it is necessary to consider the history of the law prior to the passage of the present Act.
At common law thе right of a stockholder to inspect and examine books of a corporation was recognized but was not granted to gratify mere idle curiosity. It was necessary to show some specific interest or some beneficial purpose. Stone v. Kellog,
In Morris v. Broadview, Inc., supra, the stockholder showed no purpose at all and was denied the list. In its opinion the court stated (p. 235) that while courts should be vigilant in protecting minority shareholders from their corporate agents, it was equally necessary that the corporate structure and stockholders as a whole be protected against any persоn acquiring a single share of the stock for the sole purpose of trading in the stock, as was the case in Day & Co. v. Booth,
Illinois cоurts have not clarified what is meant by speculator or the extent to which that would defeat the right, unless it be the language in Morris v. Broadview, Inc., supra, that a stockholder who has acquired one share for the sole purpose of getting the list is the type of speculator who should be denied the right to inspect the list. In common understanding, a speculator in stocks is one who buys and sells on a quick turnover basis. From time to time other courts have discussed “speculation” as an improper purpose, but when actually passing on the question they have seldom so decided. In the recent ease of Bundy v. Robbins & Myers (Ohio App.), 75 N. E. (2d) 717, the court, in construing a statute of Ohio (where the law is substantially the sаme as that of Illinois) held that a dealer who stated that he desired the list in order to press his candidacy for a directorship, was entitled to it «ven though he had speculative motives. The court was of the opinion that speculation alone was not 'a valid reason to preclude an inspection of a stockholders’ list, saying “. . . it is probable that the majority of investors in common stock are engaged in a speculative venture.” Other cases which have not viewed the matter of “speculation” with alarm are Lawshe v. Royal Baking Powder Co.,
The facts in the instant case more closely resemble the case of Vigran v. Hamilton,
Defendants argue that inasmuch as plaintiff owned but a small percentage of the stock, her purpose was either to speculate or to compel defendants to pay her a higher price. But that is pure speculation on their part. Nothing in the evidence supports it. It is not contended that plaintiff is a broker, dealer, or desires to sell the list to a broker. Indeed, she doеs not appear to be a speculator at all because she bought her stock approximately three years before she received the president’s offer. But assuming that it was speculation, may the presidеnt and owner of a majority of the stock of a corporation use a stockholders’ list to do his own trading and deny it to other stockholders? Defendant Frisch, the president, testified in substance that he had made offers for the stoсk in order to provide a market, presumably for those stockholders who might be under pressure to sell. Assuming the price was fair, that was a worthy purpose, but he should not have denied his stockholders access to a still better markеt. If he had any fears or apprehensions concerning the use that might be made of the list by plaintiff (and there is nothing to support such apprehensions), he could have had the secretary of the corporation transmit the offer to the stockholders upon condition that plaintiff do whatever was necessary or proper to make sure that the offer when accepted would be carried out. This is a method now commonly used, particularly in proceedings before the Securities and Exchange Commission, and if offered to plaintiff and refused by her would have lent some credence to defendants ’ otherwise unsupported contentions.
Plaintiff has made the sоund point that the individual defendants occupied positions of trust and that it was a violation of their trust to permit the use of the list by Frisch and to deny it to plaintiff. Defondants argue that in Illinois there is no fiduciary-relationship involved in a transaсtion or negotiation for stock between' an officer of a corporation and a stockholder. Defendants misconceive the point. The individual defendants were trustees of the stockholders’ list as well as of other books and records of the corporation. In Morris v. Broadview, Inc., supra, where access to a stockholders’ list was involved, the court described the officers of a corporation as ‘1 agents and trustees . . . who should always be held to the highest degree of fidelity to their trust. ’ ’ It was an improper discharge of defendants’ duty as such trustees 'to so use the list as to confine the market for the stock to defendant Frisch alone. In so doing they were not only denying plaintiff the right to make a higher offer for the stock, but were denying the other stockholders the right to receive this higher offer.
Defendants have argued at considerable length that the demand for the list was made by plaintiff’s lawyer acting for her, instead of plaintiff. That point was not raised by defendants at the time the demand was made. It is based on the use of the personal pronoun “his” as relating to the stockholder individually and not to his attorney or agent. An exаmination of the Act reveals that the use of this pronoun was the natural method of draftmanship and has no such significance as counsel would ascribe to it. In Sawers v. American Phenolic Corp., supra, and in Vigran v. Hamilton, supra, demаnd was made through a lawyer although the point was not raised in the argument in either case. This right of a stockholder has been recognized by the courts as a valuable one. The history of statutory policy in Illinois reveals that it is so regarded. It is not to be circumscribed by such meticulous and technical construction as to make it only a snare and a delusion. The statute permits the inspection itself to be made by a stockholder’s agent or attorney and рermits oral demand. Defendants, at the time of the demand, would have heen within their rights to require proof of authority of the lawyer or some written authorization from plaintiff herself, if they desired to stand on that technical ground. Having failed to do so, they cannot now be heard to complain.
Judgment affirmed.
Friend and Scanlan, JJ., concur.