81 N.Y.S. 974 | N.Y. Sup. Ct. | 1903
This is an application for a peremptory writ of mandamus requiring the respondent Montreal and Boston Copper Company to deposit and keep open for inspection in its office, or the office of the respondents Monroe & Monroe, its transfer agents, its stock-book in accordance with the provisions of section 53 of the .Stock Corporation Law (L. 1892, ch. 688, as amd. by L. 1897, ch. 384, § 3). .
On this application there is no material dispute as to the facts. The respondent Montreal and Boston Copper Company is a foreign corporation engaged in the business of mining. The re- ' spondents Monroe are, under their firm name of Monroe & Monroe, the transfer agents of the mining company, with an office at 25 Broad street in this city. One of the members of the firm is its secretary-treasurer. The relator is a stockholder. Bis certificates of stock read that the shares are transferable only in person or by attorney on the books of the company upon surrender of the certificate.
Numerous demands, oral and written, were made by the relator at various times in the course of a month, always during ordinary business ■ hours, for an inspection of the stock-book, describing it in the terms of the statute. One of these demands was made of the president of the company, at a time when he was present in the office of the transfer agent sitting behind a desk, and who stated that at that time the book was “ at the head office in Montreal”; another was made in writing of George E. Monroe, the
As to the question of law, I am of the opinion that the mandate of the statute applies to the respondent company. I am prepared to hold that though it has merely a transfer- agency in this jurisdiction, it is, nevertheless, within the meaning and intent of the statute, a foreign corporation having an office for the transaction of business in this State. Any other construction would defeat the remedial purpose of the statute. While, of course, we cannot inject into it a term or condition not inserted or not properly or reasonably to be inferred from expressed enactment, we should, bearing the purpose of the law in mind, avoid all forced and refined construction. Section 53 was designed for the protection of the stockholder. The book showing stock transactions, holdings and transfers was literally to be an open book to him. Domestic coiporations, completely under the control of State authority, are required to keep such, a book; foreign corporations, subject to our control only in'so far as they enter our jurisdiction, are under the same requirement to the extent that we can impose it. Obviously where a foreign corporation has neither office nor agent within our borders, we cannot compel it to do anything as a condition of the permission and privilege extended to it. But where it has an office or a transfer agent we are in a position to extend protection to its domestic stockholders.
I do not deem it necessary to refine construction in order to hold the respondents within the statute. It is urged that the word “ such ” in the sentence beginning “ if any such foreign stock corporation has in this State a transfer agent ” refers not to a foreign stock corporation having an office for the transaction of business in this State, but only to a foreigh stock corporation other than a moneyed or railroad corporation. I accept the respondents’ contention that it refers to a corporation having
I am not in accord with the contention of the respondents that the present section (53) has limited the scope of the one existing prior to the act of 1897. Section 53 of the Laws of 1892, chapter 688, provided: “The transfer agent in this state of any ■foreign corporation whether such agent shall be a corporation •or a natural person, shall, at all times during the usual hours of transacting business, exhibit to any stockholder of such corporation, when required by him, the transfer book, and a list of the •stockholders thereof, if in his power to do so, and for every violation of the provisions of this section, such agent, or any •officer or clerk of such agent, shall forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal was made.”
If anything the present law is broader. Formerly, though the ■foreign corporation had, independently of its transfer agency, an office for the transaction of other business, the requirement to keep and exhibit the stock-book was not imposed on the corporaiion itself but only on the transfer agent.
Now, whether the corporation has a transfer agent or not, it
While the precise question involved on this application has nó direct authority for it, the case of Cox v. Island Mining Co., 65 App. Div. 508, disposes of many of the points here involved and contains a dictum directly in' support of the conclusion here expressed. There Justice Woodward, writing for a unanimous court, said: “ The complaint, in addition to alleging that the
corporation has an office at 45 Broadway, alleges that it acts as-its own transfer agent, and it seems entirely reasonable that the plaintiff, by merely relying upon the presence of the corporation’s transfer agent in this State, might have been entitled to recover.”' In that case it is also stated by way of obiter that the having an office in this State for the transaction of business is not necessarily a jurisdictional fact (at page 512) which must exist as a condition of compelling deposit of the stock-book. In this memorandum, however, I have preferred to treat the having of such office as jurisdictional, with the result that I have reached the same conclusion intimated in the dictum of the Oox case. /
The motion should be granted, with ten dollars costs. /
Motion granted, with ten dollars costs.