169 Mo. App. 354 | Mo. Ct. App. | 1912
This is a proceeding in mandamus. The application was made to the circuit court, which issued an alternative writ, but on hearing the evidence, declined to make it peremptory. From this judgment relators prosecute the appeal.
Respondent German Mutual Life' Insurance Company of St. Louis is a corporation organized under the provisions of a special act of the Legislature of Missouri, approved November 23, 1857. [See Laws of Missouri, 1857, Adj. Sess., p. 459.] This act of the Legislature authorized the organization of the company as a mutual life insurance company and the statute referred to constitutes its charter. Respondent Edwin J. Meyer is secretary of the insurance company and one of its trustees. The several relators are policyholders in the company.
By virtue of the provisions of the charter, the board of trustees consists of sixteen members who are
It appears that relators, for various reasons, became dissatisfied with the management of the company and organized themselves into a voluntary association which they denominated as the Policy Holders’ Protective Association, with a view of placing some of their members on the board of trustees of the company and of investigating into its affairs. Several demands were made upon the respondent company and its secretary to permit relators to investigate the books and records of the company, to copy therefrom a list of all its policyholders, together with the post-office address of each, and a list of all of the loans which the company had then outstanding on real estate and other investments. Upon these requests being denied, relators sued out the alternative writ of mandamus, and made numerous charges against the management of the company. In due time, a proper return was made to the alternative writ, and
It is conceded here that relators are without the aid of a statute declaring an absolute right in them as policyholders and members of the corporation to investigate its affairs or make copies from its books. They, therefore, rely exclusively upon the common law right of a stockholder in respect of such matters. No one can doubt that a stockholder of a corporation has the right ■ at common law to inspect and examine the books and records of his corporation at a proper time and place and for a proper purpose. However, while the statute frequently gives an absolute right in such cases, the right of inspection at common law is not such, but can only be exercised for a definite and proper purpose, and its enforcement by the writ of mandamus always rests in the sound discretion of the court. These principles we have frequently declared heretofore. [State ex rel. Watkins v. Donnell Mfg. Co., 129 Mo. App. 206, 107 S. W. 1112; State ex rel. English v. Lazarus, 127 Mo. App. 401, 105 S. W. 780; State ex rel. Johnson v. St. Louis Transit Co., 124 Mo. App. 111, 100 S. W. 1126; 26 Am. & Eng. Ency. Law (2 Ed.), 951, 952.] It is true, too, that when this right exists in the stockholder, he may avail himself of accountants, stenographers, etc., in making copies from the books and récords of the company. [State ex rel. Johnson v. St. Louis Transit Co., 124 Mo. App. 111, 100 S. W. 1126.]
It is urged on the part of respondents that this right of a stockholder in a corporation does not obtain in favor of a policyholder in a mutual insurance company, and the case of People ex rel. Venner v. The New York Life Ins. Co. et al., 111 App. Div. (N. Y.)
But though such be true, a mandamus will not be awarded in aid of this right of inspection where it is shown that the petitioner’s purpose in seeking the inspection is an improper or evil one or that it is malicious or frivolous or unlawful. Mandamus is frequently denied by the courts in such cases, for the reasons above suggested. [26 Am. & Eng. Ency. Law (2 Ed.), 955; 2 Cook on Corporations (6 Ed.), sec. 515; State ex rel. Johnson v. Transit Co., 124 Mo. App. 111, 100 S. W. 1126.] Where it appears the real object of the examination is to obtain information and aid the petitioners in injuring the business of the corporation for the benefit of a business rival, it is proper for the court, in the exercise of a sound discretion, to refuse the writ. [See In re Kennedy, 75 App. Div. (N. Y.) 188; see, also, In re Coats, 73 App. Div. (N. Y.) 178.] So, also, it was declared proper to refuse the writ where it appeared that relator, who was a debtor, was endeavoring, by means of his position as a stockholder,to extract material for a defense and was, therefore, not asserting his right as a stockholder for a good purpose. [See Investment Co. v. Eldridge, 2 Pa. Dist. Rep. 394.] Even where there exists a statutory right to such inspection, which, as a general rule, is regarded as practically an absolute right, the courts usually declare that it is proper to deny a mandamus in aid of it when it appears that the inspection is sought for mere curiosity or for an unlawful purpose. [See 26 Am. & Eng. Ency. Law (2 Ed.), 952; Weihenmayer v. Bitner, 88 Md. 325; Stone v. Kellogg, 165 Ill. 192, 56 Am. St. Rep. 240.]
This is a suit at law and the finding and judgment of the trial court on questions of fact may not be overturned and set aside here, if it appears that there is
Though there is much evidence to that effect, it is by no means uniform that all of these relators asserted their right to an inspection and copies of the records with a good purpose. Indeed, the entire evidence
However, throughout the record there is not a suggestion of an improper motive against relators Haeussler and Walker. If the right to a mandamus as to these two gentlemen is denied, it must be on the ground that they have joined with their co-relators therefor in this proceeding. It is certain that each separate relator has an individual right, by virtue of his membership in the company, through being a policyholder, and it may be that it is incompetent for them to join in this proceeding. The precise question is made in the case but it is a close one and we are not compelled to decide it as the judgment may be otherwise sustained. Whether .it is competent or not for these relators, possessing separate individual rights, to join in this proceeding, it appears that they have voluntarily done so and their rights should be vindicated or denied accordingly. At any rate, the parties have elected to proceed as though they have a common and joint interest in the subject-matter and controversy, in which event alone such joinder is proper. [See 13 Ency. Pl. & Pr. 645.] Those whose purposes and motives are proper ones, having joined their demand with others whom the court found to entertain an evil or improper purpose in seeking the inspection, should be deemed to have forfeited their rights in the premises and voluntarily submitted their cause to be contaminated with the evil intent of others. In this view, the peremptory writ was very properly denied to all of the relators, upon it appearing to the court that some of them sought it for ulterior purposes which might prove detrimental to the interests of the re
It is true that the right of inspection should not he denied merely on the ground that the stockholder seeking the inspection is a business rival of the corporation. [Weihenmayer v. Bitner, 88 Md. 325.] It is true, too, .that such right should not be denied merely because the relator is a stockholder in a rival concern. [See Cobb v. Lagarde, 129 Ala. 488; Johnson v. Langdon, 135 Calif. 624.] ‘ Neither is the right to be denied alone on the ground that the stockholder is on unfriendly terms with the officers of the company whose records are sought to be inspected. [Meysenburg v. People, 88 Ill. App. 328; Ellsworth v. Dorwart, 95 Ia. 108, 58 Am. St. Rep. 427; see, also, 26 Am. & Eng. Ency. Law (2 Ed), 952.] But in any and all of these cases, the writ of mandamus should be denied, in the discretion of the court, when it is sought to vindicate the common law right of a stockholder, if it appears to the satisfaction of the court that the purpose is an improper one. [See Weihenmayer v. Bitner, 88 Md. 325.]
However laudable the purpose of relators Haeusler and Walker may be, the record is replete with evidence tending to show that their co-relators above mentioned sought to make copies of the records and copies of the list of policyholders’ post-office addresses thereof and mortgages and post-office addresses of borrowers for an improper purpose, and purposes, too, which were detrimental to the best interests of the respondent insurance company. We do not find such to be the facts, but only say that the record abounds with evidence tending to support the judgment of the circuit court on that theory of the law, and this being true, we are concluded here by the finding of the trial court on an issue of fact pertaining to which the evi