People ex rel. Bishop v. Walker

| Mich. | Nov 6, 1861

Lead Opinion

Martin Ch. J.:

While in the absence, of any statutory provision to that effect, a corporator may, at the common law, have a mandamus to compel the cusios of corporate records and documents to allow him an inspection of them, yet to entitle himself to the aid of the court, he must show that he has made a proper demand upon the custos, at a proper time and place, and for a proper reason, and has been refused. I have examined all the cases to which we have been referred, and can find none where the writ was granted to enable a corporator to gratify idle curiosity. The principle seems to be, and very properly too, that the party asking the writ must have some interest at stake which renders the inspection necessary.

No such case is made by this relator; nor has he any remedy under the statute (Comp. L. §1915) which provides that plank road companies shall keep a stock book, which shall be open at the office of the corporation during business hours, for the inspection of all persons — for he makes no case under it. He asks for an inspection of all the books, records and papers of the company; which is a demand not within the statute; and he shows no demand made at the office of the company in business hours for inspection of its books, nor does he give any excuse or reason why such demand was not or could not be made Had he the statutory right to make the broad demand which was made in this case, he has not made it under circumstances which entitle him to the remedy asked.

The writ is refused.

Manning and Campbell JJ. concurred.

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Concurrence Opinion

Cheistiancy J.:

I concur in the result at which my brethren have arrived, but upon the single ground that the relator has not shown that he made his application at the office during proper business hours, nor any reason why it was not made there, or why he was under any necessity of making it elsewhere.

The relator appears to have been a large stockholder in the company, and has sworn that he desired “to inspect and have access to the books, records and papers, to ascertain the condition of said company, as well as to ascertain and determine his rights, duties, privileges and liabilities as such stockholder;” and had the application been made at the proper time and place, I am not prepared to say it could be treated as if made to “ gratify an idle curiosity.” But as the point is not necessary to the disposition of the case, I do not deem it necessary to give a definite opinion upon it.