p. 729Ulysses B. Brewster and William J. Brewster, as Coadministrators, etc., of Frederick Gillette Brewster, Deceased, Suing on Behalf of Estate of said Deceased and Other Stockholders, Respondents, v. The F. G. Brewster Company and Others, Appellants, Impleaded with Emma Golder, Defendant.Headnote
Discovery—inspection of books of corporation.A plaintiff should not be granted an inspection of all the general books of a corporation for the purpose of ascertaining whether there was any agreement between the plaintiff’s intestate and other defendants as to the equal control of the corporation, or as to whether or not an issue of stock putting control of the corporation in the defendants was authorized.
It seems, that the proper practice would be for the plaintiff to examine the officers of the Corporation to ascertain what books or accounts were kept which might prove an agreement for equal control, etc,, and what books would throw light upon the alleged unauthorized issue of stock and thereafter obtain an order for the inspection of books so shown to be material.
Appeal by the defendants, The F. G. Brewster Company and others, from an order of the Supreme Court, made at the Sew York Special Term and entered in the office of the clerk of the county of Sew York on the 18th day of May, 1908, resettling an order entered on the 23d day of April, 1908, granting an inspection of the books of the defendant corporation.
Robert R. Reed, for the appellants.
John B. Doyle, for the respondents.
It cannot be necessary for the plaintiffs to inspect all of the general business books of the defendant corporation for the purpose of ascertaining whether there was any agreement between plaintiffs’ intestate, Frederick G. Brewster, and the defendant Hartog as to equal control of the corporation,.or as to whether the issue of stock putting control of the corporation in defendants was authorized ■ or not.
The order is very sweeping in its terms and we think was unauthorized. It would be much better practice for the plaintiffs to examine the officers of the corporation and thus ascertain what
p. 730books or accounts were kept which might tend to prove an agreement of equal control or a course of dealing tending to show that such an agreement existed, and what books or accounts throw light' upon' the alleged unauthorized issue of stock, and then obtain an order for the inspection of such books as are shown to be material.
It would appear that the defendants had offered inspection of books of this character prior to the obtaining of the present order.
The order appealed from should be reversed, with ten dollars costs and disbursements, and the motion denied, with ten dollars costs, without prejudice, however, to renewal as to specific books and accounts shown, to be material.
Present—Ingeaham, McLaughlin, Laughlin, Houghton and Scott,-JJ.
Order reversed, with ten dollars costs and disbursements, and motion denied, with ten dollars costs.