34 How. Pr. 193 | N.Y. Sup. Ct. | 1867
The relator, a stockholder of the defendant's corporation, having applied for an inspection of the transfer books, and the book or books of the company containing the names of the stockholders, was offered the transfer books and
The company do not deny that an inspection of the stock ledger would give the relator the information which he has a right to have, but they justify their refusal to exhibit the stock ledger, on the ground that it is a book of accounts between the company and its shareholders, and shows their dealings in the stock of the company.. That it is always regarded as confidential between the parties concerned, and that the information it contains might be used for improper purposes.
A case is not made, which, under the rules of the common aw, entitles the relator to a mandamus. (Taylor Ev., § 1102 ; Grant Corp., 311.) His right to the remedy sought depends on the construction to be given to section 13 of the company’s charter, and section 1 of title 4, chapter 18, part 1, of the Revised Statutes.
The charter provides as follows:
“ Section 13. It shall be the duty of the said corporation to cause a book to be kept by the treasurer or clerk thereof, containing the names of all persons who are or shall within two years have been stockholders in said corporation, and showing their places of residence, the number of shares of stock held b ■’ them respectively, and the time when they respectively be-ca ne the owners of such shares; which book shall at all reas mable times be open for the inspection of the creditors and stockholders of the said corporation, at the office or principal place of business of said corporation.”
The charter also confers the usual power to make by-laws. The "18th by-law provides that in ascertaining the number of votes on which each stockholder is entitled to vote at the elec
By the Eevised Statutes “ the' book or books of any incorporated company in this State, in which the transfer of any stock in any such company shall be registered, and the books containing the names of the stockholders in any such company shall be open to examination by any such stockholder.” This latter enactment was first made in the memorable act to prevent fraudulent bankruptcies of corporation, passed in 1825. The provision of the charter is in aid of the objects of this statute; and in the determination of this question, both are to be taken together. Being remedial acts, and also beneficial to the public, they should be equitably construed, so as to promote and not impede or frustrate the objects intended. (Cotheal. v. Brouwer, 1 Seld., 562; Reviser’s notes, 5 Edm. Stat., 280.)
The question, then, is whether the stock ledger is embraced within the designation of the books which the statute cited!' gave the relator a right to inspect or examine. If it is, I think the duty of enforcing the right by mandamus exists, and under the circumstances of this case, is the appropriate and only remedy. (People v. Throop, 12 Wend., 183.)
Turning then first to the Eevised Statutes, I think it clear that a right of inspection generally is not given, but that it is restricted to the registers of transfers and the list of stockholders ; or if such books are not formally kept, to such book? as the company do keep for the purpose of showing the original ownership of the stock, and the changes which shall have occurred from time to time in such ownership. The book prescribed by the charter is such a book. It is a register of transfers and a stock list combined. The stock ledger, although not exactly the book prescribed by the charter, will serve all the purposes of that book. The books offered do not answer this purpose. They contain the original transactions merely, whereas the statutes give a right to inspect the accounts, or registration of them. The stock ledger is such an account or register, although it contains more than the Legislaturedn