*1 directions to in con judgment enter in error plaintiff -with, formity said opinion. Camp Justice Chief Justice Whitford Mr.
Mr. bell not participating.
Mr. Adams as Chief Justice. sitting Justice 12,307.
No. et
Dines al. v. Harris.
(291 1024) Pac. Rehearing September denied 1930. Decided June *2 Messrs. Dines, Dines & Holme, Mr. Robert E. More, plaintiffs for in error. Mr. F.
Messrs. Sanborn, Jr., Grant, & W. Lewis error. defendant in.
En Banc. opinion court. Adams delivered the
Mr. Justice appear from inverse order parties’ here names peti will be referred Harris that in the trial court. t respondents, in the Fancher as ioner Dines and district court. procured peremptory writ mandamus
Petitioner inspection, respondents compelling all to allow him an at times, reasonable of all the accounts Company, [Utah hereafter Goal the Colorado and copies take called the or coal *3 Respondents bring case therefrom. make extracts judgment. here of review the on error to writ Pleadings, proceedings orders and in the court district (1) sufficient to be stated here of: consist Petition respond- (2) (3) mandamus; writ; writ of alternative (4) petitioner’s ents’ and com- answer return thereto; respondents’ bination demurrer and answer answer (6) (5) sustaining return; demurrer; and respondents order above (7) demurrer; on to stand this oral elected testimony by petitioner allegations to substantiate (8) peremptory of of and issuance writ, the alternative writ.
Allegations in the writ re- alternative admitted spondents petitioner respondents are, and reside company corporation that the is a Denver; Colorado capital par 10,000 of the value authorized shares per of which are issued and out- share, 9,990 $100 petitioner standing; owner and holder of is the di- he was one of the of said and that 1,777.6 shares, brought corporation ; when he mandamus of the rectors engaged mining company business of is that the telegraph marketing is a railroad coal and and paid up corporation having company an industrial maintaining capital a stock transfer and of $20,000,000 respondent Tyson city agency York; that of New in the respondent secretary, A. N. Fancher and Jr., Dines, company. manager president of said of sales and is vice petitioner this action, commencement Prior to the respondents for on demand a written made and accounts hooks, of the of all and examination qualified corporation. Respondents but refused, fully explained hereinafter. which is more refusal, their Allegations re- writ that alternative contained deny petitioner ex- spondents has a are, that papers, and that and books, all of said accounts amine petitioner possession of them that in their all have inspect.' desires only, separate For convenience we here affirmative ’ respondents
allegations in answer and return two under pertains prior suit, that which a certain heads, first, alleged improper petitioner’s bad faith and second, and request making purpose in for the examination of papers. prior suit City court of the cause No. in the district brought by County the coal Denver, was against present petitioner, Harris, A and others. copy complaint the, in said action to and is attached part respondents’ made return to the alternative (commenced No. 102493 writ. Cause was about four brought before mandamus remains months complaint alleges pending and undetermined. That *4 among things, company substance, other that the was by promoted year Harris in the 1914; that he was elected president organization meeting at the and held said continuously September, office until when the stock resignation; holders demanded his that he also di was a capacity rector from 1914 1928; to that in his official he guilty gross rights breach of trust in fraud of the of company officers, the other stockholders and of the directors serving,
in that while he was so he learned of of certain strategic advantage properties adjoining the took that he company; advantage the the property for and did not company, made the engineer’s report information to the other officers and stock divulge holders, has or is to ac acquired attempting but that he competition with the such to be used quire properties wrongful advantage and also to company gain private wide thereby through and from the sale coal which, estab advertising expense, company and has great “Har lished with its customers under the name of trade coal”; property ris that he and Ms codefendants took of “dummies” that to the rightfully belong name disadvantage all and detri company, great injury, to ment of No. suit, In that cause company. have alleged seeks to recover the to
company properties been Harris and his codefend fraudulently acquired from and and them for ants, enjoin using also restrain any their or in private benefit, competition plaintiff, and president information which Harris obtained while director of the company.
Under the second division of respondents’ return, shows that petitioner, request without on is part, his furnished each month with complete income, detailed and cost expense statement of the covering operations and with a detailed statement of all assets and liabilities as of the end of month. Re- the preceding spondents further his alleg’e petitioner, making demand did not act as a stockholder at inspection, all, only litigant but and adverse under competitor as a of a guise stockholder to conduct a “fishing expedi- tion” into files company its attorneys, to discover secrets and trade the material used company’s attorneys for trial preparation suit; pending petitioner’s purpose way was in no connected with his or rights interests a stockholder, entirely foreign antagonistic but his interests stockholder; as a that his use informa- purpose coal cripple injure tion thus obtained *5 promote and to the interests of himself and other co- competitors company defendants of the de- litigants pending fendants and adverse in the suit. Bespondents’ present position is best told their own attorneys peti- words contained in a letter from their response inspection. tioner in to the latter’s demand for respondents’ This letter forth is set return to the al- ternative writ and reads as follows: response your inspection
“In demand for corporate records of The Colorado and Utah Coal Com- pany, yon, we wish to inform as a stockholder of that, company, acting yon said faith as at such, perfect liberty at all reasonable times and ex- all amine com- said pany. opinion, yon
“It is our however, that under not, guise exercising your rights as a stockholder, se- company cure bearing access to records of the either on pending issues involved in the suit now between the yourself, ordinarily or on information rec- ognized litigant you as trade secrets. As a en- are not competitor you titled to the one, as a are not entitled to the other.” assignments of error to be considered are, that the sustaining petitioner’s erred
court demurrer to re- ’ spondents entering return to the alternative writ, and in judgment against them.
1.
It has been shown
an undenied affidavit
respondents
filed in
brought
this court after the
the case
petitioner
longer
here, that the
is no
a director of the
coal
as he failed of re-election. His
directorship
on the score of his
is therefore
question,
a moot
and need not be considered. Walker
v. Walker, 85 Colo.
things: pendency brought First, the of the former suit *6 against that when he second, and him, books, etc.,
made his demand proper purpose. good acting or for a in faith he was by petitioner’s that his counsel is position taken The inquired and such into, be faith cannot motives or question It is the sole trial court. of the was the view in this case. shall “It L. reads as follows: 2267, 1921, C.
Section every duty cor or be the poration, of the directors trustees companies, telegraph except to railroad and place kept principal of busi office or to at its cause be busi of all its of account state, correct books ness this corporation any have shall in such and stockholder ness, inspect right, and ex times, reasonable all at corpora papers and of the books, accounts all amine: right to demand have the as aforesaid and shall tion, corpora agent any any such clerk, cashier, officer, custody any having books, such in his control or tion papers, desire stockholders as such accounts being upon inspect; made such demand and examine or agent every writing, shall cashier or officer, clerk, such papers to produce accounts and books, such be bound opportunity to ex afford due and stockholders, such inspect shall same; and such stockholders amine and copies right therefrom, extracts or malte to take have the corporation of the office from the shall not remove but * *.” * papers books, such remaining portion pen of the relates to the statute comply alty damages to recovered for failure to and (§870, 1921 R. 2268, 1908, L. S. therewith. C. Section p. §8 subject 354, amendments L. 1919, to certain S. here), construed Wire immaterial then as the statute existed 469, 185 Pac. 546, Colo. 545, partially The act is set amendments. its several before purposes opinion, here. for all sufficient in that forth rough section 2267 and section between A distinction application case to the amendment, its 2268 before its gives stockholders certain this: Section bar is at right corporations all to examine classes copies corporation and to take of the and accounts 2268 makes therefrom; hut section extracts to make ledger keep corporations duty a stock it the of certain gives creditors the and stockholders therefrom. extracts to make hook or hooks and such by chapter 81, amended L. Section C. pages “It as follows: 275, 276 to read §22, Laws every duty or trustees directors shall he the corpora telegraph except corporation, such railroad having paid up corporations and industrial tions, maintaining stock capital transfer of $20,000,000 *7 city agency York, in of New to a hook to be the cause containing kept by agent secretary, thereof, the or clerk arranged, persons, alphabetically who the names of all year of stockholders one have been are, or shall within showing place corporation, residence, of their such and respectively, them stock held number of shares of the stockholders, to he such time when ceased and the pro actually paid and what in, and the amount of stock portion paid during in cash; has been which books shall open day, inspec of for the usual business hours the he judgment tion of stockholders and creditors of the representatives, personal and their at the office company principal place of of such in or business * * * every any and and such State Colorado stock representative right shall creditor or have a to holder, Provided, hooks. however, extracts from such make may pro by-laws any corporation make reasonable rig’ht inspection limiting [of the stock visions such making right inspec ledger] and such extracts, and making may any person of extracts he denied tion and pur making’ good proper in faith for a the same and seeking application pose, in in action or court inspection for writ or order such or other mandamus right refuse to order the court extracts, make to rig’ht require make extracts to make that demanding person granted satisfied unless he doing same and has a substantial so in faith judgment capacity as such creditor or interest, his * *.” * right demanding stockholder, remaining portion act The of the above relates non-compliance damages penalty for recovered present brought district in the action therewith. 1921, L. 2267, C. under section November, 1928, court pleader 2268, L. 1921 as in section C. and the also took petition, appear followed will from his amended, as alleged the coal wherein it is writ, the alternative having paid corporation not an industrial maintaining up capital a stock trans- of $20,000,000 city agency York. of New fer following petitioner rely on Counsel supra, v. and Jame Fisher, of this court: Wire decisions decided Hanawalt, year Pac. both 153, 186 717, son v. 67 Colo. importance is that the 1919. The this date decided before the 1927 amendment above cases were L. 1921. Petitioner relies also on Rulon C. 246 Pac. in the Silverman, 79 decided v. Colo. supra, year stock Fisher, 1926. In Wire ledger the stock demanded holder, the corporation. re-examined the record in that haveWe appears that Fisher had made an from which cause, arrangement person brokerage enter the with a third get of the stockholders of and to a list business, *8 per Mining Company Co-operative as a list Mutual ” that bonds; can other stocks and sons “to whom be sold might purpose “for his that he use list was Fisher’s own Every private read in the case must be business.” alleged light It was or shown there of its own facts. proposed detrimental to the action was that Fisher’s rights of the other stock or in fraud of the and under those facts and case, as in the instant holders, force, there held that the stock then in we the statute ledger, given right as then the stock holder’s by right, absolute and that R. was an S. inquired into. Wire v. Fisher is motives could not be his precedent for the instant case not a because the law radically changed by under which it was decided has been readily the 1927 amendment. The are also facts distin guishable from the case at bar. supra, sweep Hanawalt, Jameson v. made a
ing enlargement the rule in Wire v. announced Fisher. In the record answer Jameson case the discloses that the to the alternative writ showed that the stock Hanawalt, motives; instigated by that was bad and malicious holder, purpose design injury his was to inflict on the com pany, destroy and that he threatened to wreck and it. Fisher, in view of Nevertheless, the trial our decision Wire v. Hanawalt, court followed in Jameson v. it under another L. 1921— -§2267, section of the C. statute — permitted Hanawalt an of the boohs of corporate meetings. account and minutes of The trial regardless of court, its own views in case, the Jameson opinion. followed the Wire In Jameson Hanawalt, v. supra, purpose it said: “A stockholder’s in examin ing corporation inquired books is not to be into in an action of this kind. Wire v. 469.” No reasons were Colo. 185 Pac.
given in the Jameson on case point attempt here discussed, and no was made to discriminate between the vital differences in two namely, cases, that in the Wire care, there no show was ing purpose injure of the stockholder was to corporation, purpose but in the Jameson case, his By to wreck it. reason of this difference, the Wire case precedent was not in fact a for Jameson v. Hanawalt. The latter case was grounds. reversed on other In analysis last of Jameson supra, may Hanawalt, it be said if it be still the law in this state that a wicked purpose, and fraudulent destructive of the of other question stockholders, is a Legislature that the can and put beyond grasp has of courts, then fairly said that Jameson v. authority Hanatvalt is present peremptory petitioner’s writ in favor. But (§2267 it is not the law. The stautes §2268 *9 by amended) grant of do not contain conferred a Assembly; declaratory com General re else a here little than law, mon and onr decision there from which habilitation of the common law rule departure place, and in first have been no should Legislature in never from which we now believe depart. tended to cases conclude our review the Colorado We supra,
referring cited counsel Silverman, to Rulon v. authority support petitioner. either It is not an controversy. question improper mo side of the No seeking books tive in the examination v. Fisher and Jameson was involved; Wire question supra, was mentioned; the Hanawalt, were not meant “all etc.,” “the books, whether the words meaning, and was books, etc.” held that such We good. is not writ v. Silverman that the point. Rulon was 6. As we said, amendment, have the 1927 diametri- cally opposed previous away rulings, took their to our precedents question on force as good of a stockholder’s quoted above, faith or amendment, motive. This may refuse order declares inter alia that the court require right' ex- malee make granted, ledger from unless tracts the stock satisfied doing person demanding so in that the the same is capacity and has substantial interest in his faith a demanding judgment such creditor or stockholder, right. v. Wire Fisher and
When Jameson v. Hana supra, question walt, were first decided, one of impression court. with this Authorities other states hopeless By conflict. virtue were amend again proposition novel it is with ment, us, but us which the amendment before with be reckoned. We judgment might reverse the on one therefore or both light grounds, that in the of further first, reflection, two ruling made mistake we we in our former believe that *10 candidly say Legisla so, that the second, and should expressly amending passed section act, a new ture has amending implication. shall and section We 2268, grounds. present ruling .these If on both of base our literally, 1927 amendment we do and read the otherwise If, with this anomalous situation: we by confronted ex to of the stockholder wishes virtue section good merely ledger, motives amine the stock his questioned, hand, if, faith but on the other under be previous to of he wishes our construction papers of the books, examine all accounts and of ledger, corporation, of stock which course includes the motives then it must be that his is absolute and his questioned. two sections faith cannot be separately together, unless must be construed either they wholly Any possible criticism are both discarded. construing interpolation might apply them to of to independ gether, apply regarding to them as would also necessary say stock It either that a ent sections. ledger get of section which not a out book, proviso say in the 1927 cannot that the do, we else applicable construction we sections, to both act is adopt.
Regardless of act, good the 1927 there is abundant authority proposition proper for the faith and motives are essential believe this elements, we statutory better construc be the rule. On the basis of elementary apply we that sections tion, rules, such as together, pari har materia will be construed so as to possible. Certainly if evil attendant monize them upon examining all of of purpose, corporation with a baneful is worse the an than merely ledger the stock with such an examination in view. end any Apart question statutory from con sought ground puts relief on the
struction,
of fraud
perhaps
motion the mills of
courts as much as, and
subject.
Legislature
other
than,
more
Not even the
their
and con
equitable
from the courts
away
can take
questions
summarily
to deal
prerogatives
stitutional
that a writ
shocking
suppose
be
fraud.
It would
discretionary
to be
declared
mandamus,
repeatedly
converted
could
nevertheless
right,
and not a writ- of
be
and that
fraud as matter of right,
into
weapon
into
acting
should
thus coerced
an
court
impotent
If it could be
wrong.
instrumentality
palpable
to all.
it could be done as
of fraud,
done with one species
*11
It
Mandamus
is
is unthinkable.
a
writ.
discretionary
Buckland,
84
15.
old
People
Colo.
269 Pac.
equity
maxim still
who
into
must
lives that “He
comes
it
hands,”
do so
clean
doctrine for
of law
well.
courts
We disclaim
to at
purpose
a
but
legislative
tribute
intention
if forced
wrong
act,
our
to construe
as an intended divesture of
constitu
tional powers,
compelled
we should be
to declare the act
Walton v. Walton,
invalid
that extent.
8. A qualification must be here observed. Counsel for respondents make of frequent the old use expression, “a fishing term re expedition,” of proach to characterize petitoner’s at unlimited attempt examination of the books, corporation. The term is not necessarily an opprobious epithet, we think it might to be a prove thoughtlessly chosen simile if not used. cautiously It depend for one thing on whose estate “fishing” con being' ducted. The stockholders, not officers directors, real owners. It is ancient law that the books are not the private of property directors managers, but are the records their transactions as trustees the stockholders. The thread of this thought through runs statutes as well as court decisions. Arbitrary or capri cious refusal of of inspection cannot be allowed. The statutes should be liberally construed favor of stockholders and their rights should be zealously guarded (Bernert v. Multnomah Lumber & Box Co., Ore. 44, 156), Legis 248 Pac. but Colorado 155, 157, Pac. wisely law, as well common has left as the these lature, questions out to worked under facts each case. improper allegations or bad faith are Mere motives enough proof respondents. and the burden is on in- 9. If would take a keener stockholders beyond preservation corporate mere affairs, terest ownership, namely of their their stock cer- indicia of registration proper tificates and undoubtedly it would thereof, them. be of inestimable Their benefit independent investigations en- as stockholders should be couraged, go ordinarily should almost as a writ generally matter of course; in fact it should not be nec- essary complete to invoke all. A the office such writ at investigation by commit- stockholders stockholders’ naturally praise would tees lead to either or blame of employees. actions directors or On the petitioner pur- other when destructive hand, entertains a pose, corporation hostile to the interests of the as a rights or the whole, interests of other whose stockholders, certainly own, are as sacred as writ in his favor his ought trespasser, to be denied. He is then a even on ground which domain; otherwise would be his own he *12 repelled. enemy has made himself an avowed to be Courts deny unseemly often to their for men own homes access injurious family. conduct to other members of the No one has a misbehave, much less enforce such claim court.
According to the alternative writ, 9990 there are shares company outstanding, par of the coal awith of value petitioner of per $999,000; which owns less than 18 cent, par or certainly 1777.6 shares, with a value of $177,760, argue a substantial It interest. is no him answer for willingly destroy that he would not own; his he could by doing* manipulate afford lose it all if so could he get property so affairs jure as to in- destroy competitor, a business the truth of which charge by equally is his admitted demurrer. It ab-
36 remaining say majority
surd to owners that cent of with a outstanding, 82 stock per approximately against in court have no $821,240, standing value par court conduct, or that can fraudulent petitioner’s carry his tool in his efforts to made an out unwilling way, equity were no other scheme. If.there unlawful in favor of the innocent stock- remedy devise a would holders. it is said 796, §453,
10. In 38 C. J., page authority weight supports proposition a demand is a defense motive illegal improper Co. v Mortgage American However, for inspection. E. re Rosenbaum, 239, 114 151 N. 231, 122, St.O. authority “It weight cannot be said that marked, is abundant either There supports question. side of by appear side, readily each as will authority supporting 22, annotation volume an examination of a 75-page 24.” not especially A. L. R., at We beginning page authorities, now since foreign concerned in a poll enactment state legislative are all in this submerged our which construction to be har we believe with this mony legislation advanced and consonant the better rule. favor quali Some of decisions that American will fying right of be found Rosenbaum, v. Bernert v. Mortgage Company supra; Co., Multnomah & Box Car v. Mid supra; Lumber State dlesex Banking Co., 861; Atl. 483, 87 Conn. 88 Dintenfass v. Corp., Amber Star Films 99 Atl. 555, 516; R. I. Lien Savings, & Trust Co., Loan 43 N. D. 174 N. 260, Many 621. W. other cases against proposi tion are cited in page §453; note to A. L. J.,C. R. et R. C. seq.; L., Supplement vol. Permanent (1929 1976-1981. Ed.), pages In opinion this we have endeavored to majority state our and reviewed the at some fully question reasons If could length importance. anything because of its *13 own it would beliefs, shake our in our be the confidence associates who do disagreement apparently esteemed
37
fully
an aban
able to
subscribe
find themselves
not
why
ruling,
previous
said
but we have
of our
donment
Mortgage
in American
As remarked
must be done.
it
litigated
supra,
subject
been
has
Rosenbaum,
Co. v.
every
in both state and federal
in
Union,
in
state
agree.
even;
trend,
do not all
The
and
now
courts,
however,
rule,
common law
to the
is toward a reversion
appli
good faith material in an
which makes motive
For in
etc.
cation for
supra,
in
v.
one
the authorities
Fisher,
Wire
stance,
upon
then, in Goddard
case,
relied
was a
but since
Utah
Co.,
&
Mr. Justice and Mr. dissent. Justice dissenting part concurring Butler Mr. Justice part. part. judgment I reversal of concur in the have down to L., Sections 2267 and C. come statutory early days through compila us from several gives of all tions. The former stockholders *14 38 ‘ ’ ‘ ’ telegraph companies,
corporations, except railroad and copy right inspect from the and to make extracts papers. latter all hooks, gives corporations, of all to stockholders and creditors “except telegraph corporations, in railroad and capital corporations having paid up $20,- dustrial agency maintaining 000,000 and a stock transfer city right inspect ex and make of New York,” containing stockholders, from tracts the hook a list by transfers, etc., each, number of shares held will referred to which be book, convenience, proceeding ledger. stock resorted Mandamus is the by right provisions. to enforce conferred these Sim provisions ilar found of other states. are in the statutes right conferred is Some authorities hold that thus pro qualified right; that in a mandamus a limited or ceeding may, discretion, of its the court in the exercise sought inspection is for im refuse the writ where the proper purposes. Other authorities hold that the statu tory right right, is an absolute the court can that applicant; inquire into the motives of the that the upon ground writ cannot denied that his motives improper. weight “It be said cannot authority supports question. either side of the There is authority supporting abundant each side.” American Mortgage 114 Rosenbaum, Co. v. O. 151 N. E. 231, St. 122. In we Wire Colo. chose the latter rule the better and decided rule, that the right conferred section 2268, to the stock ledger, right, qualified is an absolute not a or conditional right by showing one, and that the cannot be defeated improper motives. That decision was followed in Jame son v. Hanawalt, Colo. 186 Pac. decided 717, also opinion in 1919. In that case the short, but the record plaintiff’s seeking inspec shows that motives tion of the books accounts under section 2267 were reprehensible plaintiff more than those attributed to the present in the case.
By we have decisions, therefore, two declared to be inspect given the law this state unqualified absolute, terms absolute, a statute unqualified right, is an proceeding and that in a mandamus inquire purpose courts cannot into the motives or applicant, and we have rendered no decision to *15 contrary. the
Since we construed these two sections in Wire v.
supra,
supra,
v. Hanawalt,
and Jameson
there
body
Legislature,
have been
of
and that
five sessions
the
has not seen fit to amend section 2267.
would seem
This
indicate
of that section ex
that our construction
pressed truly
Legislature
passing
the intent of the
in
the
Maryland Casualty
section.
v.Co.
Industrial Commis
sion, 86 Colo.
not concur in overruling supra, or in construing section, overruling Wire v. Fisher, supra, announcing principle applied the Jameson-Hanawalt case. If shown time has *16 rule there announced to be would better unwise, it leave to at its the Legislature, approaching session, the law. As question changing’ majority the stated the I that is the course opinion, pursued California, it course. Amendment the by believe to be the better would act whereas amendment Legislature prospectively, by charge court would act and would retrospectively, this the trial court with error followed de having the cisions of this court. There are occasions where it is decisions, to overrule but this not proper previous does me such an The case occasion. impress being present does in which urgent not seem to me to be one there is an law. In another call for retrospective amendment with the violation of suit Harris trust as a charged in the case he seeks present director. It is that an said trade discovering for the secrets inspection purpose in the com preparation and the material used in order to him, cripple company suit pany’s against the interests of himself suit and to promote competitors of the Harris company. his codefendants had been a director a director of the was “dummy” many years. director, He not a but for was nearly outstanding of the owner of one-fifth was the managers capital are the of the stock. The directors (8). corporation. L., affairs of C. corporate powers of directors. in the board vested only privilege It of di C. section 2263. is not L., duty, corporate know about the but it is their rectors, including “trade business —all of the so-called business, Surely corporation, how secrets.” of the the business ma ever not concealed fro outsiders, secret as to by authority done? It If what was it was, director. it among easy that, the claim is not to understand appear papers there business books, accounts and secrets. Nor Harris, matters to director were that, as improperly company preju could be clear how the it inspection records diced brought purpose discovering in the evidence for use suit nothing against records Harris. If there is those disprove charges against made Harris, would if contain harm; no but the records would suffer charges, disprove ythingt would those serious an hat certainly justice to further interests of would judicially of such defensive concealment sanction the matter. following judgment,
3. For the reason the so far as inspection ledger, of the stock it ordered an should be plaintiff sought reversed. The of all the papers. The trial held that court as construed under the us in Wire v. statute, supra, supra, Hanawalt, court is not and Jameson *17 any permitted in matter; to exercise discretion the that inquire plaintiff it into the motives of the in seek cannot ing inspection, for that reason the court an ordered peremptory writ of com mandamus, issuance of a the manding permit plaintiff inspect, defendants to copies the from all make of or extracts the books, and to ac corporation, which, course, counts and ledger. includes the stock there are averments Indeed, indicating plaintiff right so relies, far as his ledger upon concerned, stock L.C. As we seen, have virtue of the amendment of 1927, the court has discretion in the circum refuse, stances stated in amended section to order an in spection ledger. of the stock order What the of the court inspection have with would been reference to an of the ledger liberty exercise, stock if the court had felt at and had its in exercised, discretion does not matter, appear. Upon remand of the the trial court should case, consider all sat circumstances, the facts and and unless demanding inspection isfied ledger, an of the stock that, plaintiff acting faith and has a capacity substantial in his interest, stockholder, demanding right, order the court refuse to inspection ledger. of the stock only,
For the reason herein stated, and for that reason judgment, I concur the reversal of the far so inspection ledger. orders an of the stock Campbell Mr. Justice and Mr. Justice Burke author- say opinion, ize me to concur in this following qualification: They construe section 2268 to given deny right mean that the court is discretion to inspect only by-law corporation when a limits right inspection. As the Colorado and Utah Com- pany by-law, they no has such conclude that the court has no to refuse an because of im- proper part plaintiff. motive on the In their opinion, judgment therefore, should be affirmed entirety. its