Nettles v. McConnell

43 So. 838 | Ala. | 1907

HARALSON, J.

It is said by Mr. Cook, in his work on Corporations (page 951, § 511), that “the stockholders of a corporation had at common laAv a right to examine at any reasonable time, and for any reasonable purpose, any one or all of the books and records of the corporation.” After citing cases, the reason of the rule is stated to he, that- the hooks and papers of the corporation, though of necessity kept in some one hand, are the common property of all the stockholders. The point seems to he clearly decided, in several of the cited cases, that, the stockholders of a corporation may, ivhere the right is denied, obtain mandamus for the inspection of the books of a corporation from the courts of the state where the books are kept. The court has the jurisdiction of the person and of the thing, and the right of the stockholders to their inspection is transitory and exists where the books may be found.

As was stated in one of the cases cited — Commonwealth v. Phoenix I. Co., 105 Pa. 116, 51 Am. Rep. 184: “It would seem from the weight of authority and in reason, that a stockholder is entitled to mandamus to compel the c-ustos of corporate documents to allow him an inspection, and copies of them at reasonable and proper times, upon showing refusal on the part of the custos to allow it and not otherwise.”

In Richard v. Swift, 7 Houst. 137, 30 Atl. 781, it was held, that the writ of mandamus is the proper remedy for the enforcement of private rights, where there is no other adequate remedy, and that, “a foreign corporation, holding property and doing business within this state, is considered and treated as a domestic corporation, having the same rights and protection in the carrying on of its business and enforcement of its contracts, and being subject to the same duties and answerable to the same tribunals, and in a.similar manner, as domestic. corporations.”

“The fact that a corporation is created under the laws of another state, and that the right of its stockholders to inspect its books is defined by the laws of such state, does not prevent the court of the state having jurisdiction of the person of the mistos of the books, from awarding a mandamus, in a proper case, to compel him to allow a stockholder to inspect them and take copies from them.” — 4 Thompson, Com. on Law of Corporations, § 4430. The right is not allowed, as the author states, for speculative purposes and gratification of curiosity (section 4419) ; nor when the exercise of the right would produce great ineonveience (section 4420). It includes the right to make copies (section 4421) ; it is no answer that it is inconvenient to grant the right (section 4422) ; and the stockholder may exercise the right through an ag-ent, attorney or expert (section 4126).

flection 1274 of the Code of 1896 provides that the stockholders of all private corporations have the. right of access to, of inspection and examination of, the books, records and papers of the corporation, at reasonable and proper times.”

In Winter v. Baldwin, 89 Ala. 484, 7 South. 734, this court held, that “this statute, is hut a slight modification of the rule of the common laAv and its construction is fully discussed in the case of Foster v. White, 86 Ala. 467, 6 South. 88. We there held, that the purpose of the statute was to secure to the stockholder of every corporation the right generally to- examine the books at all reasonable and proper times; and that upon a denial to him of the exercise of this right, he was entitled to a maddamus, upon an averment of facts winch prima facie bring the- applicant within the terms of the statute, and showing such denial. If the inspection is sought for improper motives, or for reasons which are not sufficient to justify it, this was said to be a matter of defense, not necessary to be negatived by the applicant by way of anticipation in his pleadings." — Cobb v. Lagarde, 129 Ala. 488, 30 South. 326.

It was said in the case last cited, that “the fact of the petitioner being a stockholder in a rival concern, and that he may thereby gain some advantage by an inspec tion of the books of the defendant company, does not necessarily show an improper purpose in making demand for inspection, and will not deprive him as a stockholder of his right of investigation into the management of the affairs of said company.”

It is urged, that the section of the Code quoted, only applied to domestic corporations, chartered in this state. But wo have seen that any foreign corporation doing business in this state, having books and papers' connected with its operation, which are in the custody of its officers and agents in this state, is to be treated, as to such books and papers and persons, as a domewfic corporation. If this were not so, and a stockholder of a foreign corporation living in this state could not obtain from the courts of this state a mandamus for the insepction of such books and papers as are within its territorial jurisdiction, it would necessarily follow, since the courts of no other state could enforce this right in Alabama, that his remedy would be entirely lost. The state of New Jersey, where the defendant corporation ivas chartered, has no jurisdiction over such books and papers and the custos of them, and what its laws are, or may be, as to the books and papers within our jurisdiction, has no effect upon the rights of petitioner.

The petition presented a proper case for mandamus, bringing the applicant prima facie within the terms of the statute, and nothing Avas shown at the trial of the cause, to disentitle the petitioner to the relief he sought. We see no reason for interfering Avith the judgment of the court in aAvarding the mandamus. What has been said, and the authorities cited, dispose of the errors assigned.

Affirmed.

Tyson, C. J., and Simpson and Dionson, JJ., concur.