124 Mo. App. 111 | Mo. Ct. App. | 1907
This is an original proceeding by mandamus against the St. Louis Transit Company, a domestic street railway corporation, and James Adkins, its secretary and treasurer and custodian of its books, to compel respondents to permit relator to inspect the books and records of said transit company. The amended alternative writ alleges that relator Johnson, on June 15,
A motion to quash the alternative writ was filed, and subsequently respondents filed returns. These answers or returns stated, in effect, that on or about June 25, 1906, relator and J. V. Hogan, his agent, came to the transit company’s office and requested the privilege of inspecting the stock books of the company, without stating the purpose for which the privilege was re
The common law gave relator, as a stockholder of the transit company, the right to examine its books and records at reasonable times and so as not needlessly to annoy the officials of the company or interfere with the transaction of business. This proposition is sustained by numerous well-considered cases and by all the treatises. [Richardson v. Swift, 7 Houst. (Del.) 137; Swift v. Richardson, Id. 338; In re Steinway, 159 N. Y. 250; Guthrie v. Harkness, 199 U. S. 148; Huylar v. Gragin Cattle Co., 40 N. J. Eq. 392; Bank v. Hunt, 76 Mo, 439; State ex rel. v. Laughlin, 53 Mo. App. 542; 2 Cook, Corporations (5 Ed.), sec. 511; 1 Beach, Corporations, 75.] When the right does not rest on a statute, it is not absolute, nor to be exercised for a malicious or frivolous purpose. [2 Cook, Corporations, sec. 515.] An appropriate remedy for the enforcement of the right is mandamus. [Authorities, supra.] Respondents do not contest this proposition, but assert that the relator’s demand for inspection was complied with to the extent it went; that is to say, that he was not refused an inspection of such books as he asked to see. Also that he did not state his purpose in wishing to see the books. We do not hold such statement need be made to the custodian; but if essential, it was waived in this case. The evidence for both sides shows respondents did not put their refusal on that ground. Indeed, they did not refuse to show the books, but only to permit the relator to avail himself of a stenographer, or, at most, of an accountant, too. According to the testimony for respondents, relator was conceded the privilege of making extracts and memoranda from the books and records, but was denied permission to use a stenographer in making them, which was part of his demand. This was equivalent to grant
The reasons alleged in the alternative writ and sworn to by relator for desiring to inspect the books, were among those ruled in the foregoing authorities to be sufficient. Of course a shareholder must exercise the right in a proper manner and at proper times. The evidence shows the requests for inspection were made during the business hour's of the company, and nothing that appears points to the conclusion that the inspection will be conducted so as to be unduly harassing or the information obtained utilized for bad purposes.
The motion to quash the alternative writ will be overruled and a peremptory writ awarded. It is so ordered.