State ex rel. McClure v. Malleable Iron Range Co.
187 N.W. 646
Wis.
1922
Check Treatment

*585The following opinion was filed April 11, 1922:

Doerfler, J.

The only question involved is whether the defendants were legally bound to produce, as required by the alternative writ, the schedule and sheets showing the segregated cost of the real estate up to and including January 1, 1911.

Sec. 1757, Stats., among other things, provides that the “books of every corporation containing the stock subscriptions and accounts shall at all reasonable times be open to inspection,” etc.

In State ex rel. Bergenthal v. Bergenthal, 72 Wis. 314, 39 N. W. 566, it is held that under said section the accounts, liabilities, and assets of the corporation are subject to inspection; and in In re Citizens S. & T. Co. 156 Wis. 277, 145 N. W. 646, it is held that a stockholder is entitled to examine the books, business documents, accounts, and securities of the corporation.

In State ex rel. Dempsey v. Werra A. F. Co. 173 Wis. 651, 182 N. W. 354, it is held that under sec. 1757, Stats., a stockholder has an absolute and unconditional right of inspection, regardless of the motive inducing him 'to de- ' sire it.

The books and the property of the corporation belong to the shareholders, and those in charge of the company are merely agents and trustees for the stockholders; and, in fact, with reference to his right of inspection, the relation of the stockholder to the corporation has been likened to that of a partner to the firm. Such right of inspection at common law .cannot be denied to a stockholder who makes a demand or request in good faith, with the view of protecting his interests in the corporation and of ascertaining not only the condition of the corporation but h> do such things as may be necessary for the protection of his com' porate interests (7 Ruling Case Law, p. 323, § 299); although it has been held that the right will not be enforced *586by courts for speculative purposes or to gratify idle curiosity when the interests, of the stockholder and his protection are not involved. 7 Ruling Case Law, p. 326, § 303; Venner v. Chicago City R. Co. 246 Ill. 170, 92 N. E. 643.

It has also been held that the holder of corporate stock which has no market value, which he has been forced to acquire for self-protection, and which he desires to sell, is entitled to inspect the books of the corporation for the purpose of ascertaining its value. 7 Ruling Case Law, p. 327, § 303; State ex rel. Brumley v. Jessup & Moore P. Co. 1 Boyce (Del.) 379, 77 Atl. 16, 30 L. R. A. n. s. 290. See, also, Stone v. Kellogg, 165 Ill. 192, 46 N. E. 222; Bruning v. Hoboken P. & P. Co. 67 N. J. Law, 119, 50 Atl. 906; State ex rel. O’Hara v. Nat. B. Co. 69 N. J. Law, 198, 54 Atl. 241; In re Steinway, 159 N. Y. 250, 53 N. E. 1103.

Statutes giving the right of inspection do not abridge that right as it existed at the common law, but rather enlarge and extend it by removing some of the common-law limitations, and these statutes, it has quite generally been held, are merely an affirmance of the common law. In re Steinway, 159 N. Y. 250, 53 N. E. 1103; Guthrie v. Harkness, 199 U. S. 148, 26 Sup. Ct. 4; 14 Corp.. Jur. 854; Cobb v. Lagarde & Sons, 129 Ala. 488, 30 South. 326.

The right of a stockholder to examine the records and books of account of a corporation extends to all papers, contracts, minute books, or other instruments from which he can derive any information which will enable him to better protect his interests and perform his duties. Stone v. Kellogg, 165 Ill. 192, 46 N. E. 222.

It is vigorously contended on the part of the respondents that inasmuch as the figures derived from the work sheets and schedule in question have not been carried upon the books of the corporation and have not been adopted by the corporation, they do not constitute a part of the records of the corporation, and that the petitioner, by reason of such fact, is not entitled to an inspection thereof, and that *587the court cannot by this proceeding compel an inspection. Furthermore, it is contended that the production of the work sheets and schedule might disclose data which would involve the corporation in serious complications with the federal authorities having in charge the enforcement óf the federal income-tax law. .

The documents referred to were prepared for the benefit of the corporation, at its expense, arid _ were delivered to its president. It must be conceded that they contain valuable information, which would be of great aid both to the corporation and the stockholders in establishing the real value of the assets of the corporation. This was practically conceded by the defendants, and in fact cannot be logically denied. The reproduction of the necessary information involved in these documents would entail considerable expense ' and labor. The relator, being the owner of more than one-fifth of the capital stock of the corporation, has borne a share of the expense in the production of these documents in proportion to the number of shares held by him in the corporation to the total corporate stock. The court found that relator’s object in seeking inspection was based upon a legitimate purpose, namely, to enable him to ascertain the true value of his stock and to prepare him for the making of a righteous income-tax return so that he may discharge his duties towards the federal government upon the sale of his stock. So that the reasons for a denial of an inspection in any event, under the authorities, do not exist in this particular case.

The liberal view pertaining to the subject of inspection, as expressed in State ex rel. Bergenthal v. Bergenthal, 72 Wis. 314, 39 N. W. 566, and In re Citizens S. & T. Co. 156 Wis. 277, 145 N. W. 646, is persuasive that this court, in harmony with the decisions of other courts above referred to, has taken the view that sec. 1757, Stats., does not abridge the right of inspection as it existed at common law, but rather has enlarged and extended it by removing *588some of the common-law limitations, and that such statute is an affirmance of the common law; and it having been held in State ex rel. Dempsey v. Werra A. F. Co. 173 Wis. 651, 182 N. W. 354, that under said section a stockholder has an absolute and unconditional right of inspection, regardless of the motive inducing him to desire it, we are constrained to hold that notwithstanding the difficulties and troubles, if any, which might result from a disclosure of the improper bookkeeping referred to and the illegal tax returns made, such fact can have no hearing upon the right of the petitioner to an inspection.

The judgment of the lower court is therefore reversed, with directions that a peremptory writ of mandamus issue in accordance with the prayer of the relator.

By the Court. — It is so ordered.

A motion for a rehearing was denied, with $25 costs, on July 8, 1922.