Majority
p. 348PEOPLE ex rel. LEHMAN v. CONSOLIDATED FIRE ALARM CO. (Supreme Court, Appellate Division, First Department. February 3, 1911.) Argued before INGRAHAM, P. J., and CLARKE, McLAUGHLIN, MILLER, and DOWLING, JJ.
Headnote
1. Corporations (g 181[1] )—Stockholders—Examination of Books—Right.A stockholder of a corporation is entitled as matter of right to inspect the books of the corporation for a proper purpose and at a proper time and place.
[Ed. Note.—For other cases, see Corporations, Cent. Dig. §§ 674-685; Dec. Dig. g 181.[1] ]
2. Mandamus (§ 129[1] )—Stockholders in Corporation—Right to Inspect B o oks—Enforcement—Mandamus .
Where the right of a stockholder to inspect the books of the corporation is denied him by the corporation’s officers, it may be enforced, in the exercise of discretion, by mandamus.
[Ed. Note.—For other cases, see Mandamus, Cent. Dig. § 204; Dec. Dig. § 129.[1] ]
3. Mandamus (§ 155[1] }—Procedure—Demurrer.
Where relator in mandamus proceedings, instead of asking for an alternative writ, stood on the moving papers and the opposing affidavits, he was in the position of a demurrant.
[Ed. Note.—For other cases, see Mandamus, Dec. Dig. g 155.*]
4. Mandamus (§ 129[1] )—Stockholders in Corporation—Examination of Corporate Books—Purpose. ' ,
Where in a mandamus to eompél a corporation’s .officers to permit a stockholder to examine its books, the opposing affidavits charged that the relator’s motive was to obtain information to furnish to the president of a. competing company, who had at various • times attempted to get information as to the corporation’s contracts, prices, and methods of business, and in support thereof offered affidavits of two persons, who had made affidavits to the relator, that they were procured to make such affidavits by the president of such competing company, the answering affidavits sufficiently showed cause for denying the writ.
[Ed. Note.—For other cases, see Mandamus, Dec. Dig. § 129.[1] ]
Appeal from Special Term, New York County.
Mandamus by the People, on the relation of Abraham Lehman, against the Consolidated Fire Alarm Company. Prom an order directing the issuance of a peremptory writ, commanding defendant, its officers, and agents to permit relator to examine its books, papers, documents, and records, and to take extracts therefrom, defendant appeals.
Reversed, and petition denied.
Peter B. Olney, fpr appellant.
Jay C. Guggenheimer, for respondent.
It is settled in this state that a stockholder has the right for a proper purpose and at a proper time and place to inspect the books of his corporation, and that, if that right is denied him by the officers of the corporation, the Supreme Court may in its sound discretion issue a writ of mandamus to compel an inspection. Matter of Steinway, 159 N. Y. 250 , 53 N. E. 1103 , 45 L. R.
p. 349
Instead of asking for an alternative writ, the relator stood upon the moving papers and the opposing affidavits, and he is therefore in the position of. a demurrant. Matter of Steinway, supra, and cases cited at page 254 of 159 N. Y., and page 1104 of 53 N. E. ( 45 L. R. A. 461 ). It is charged in the opposing affidavits that the motive of the relator was to obtain information to furnish to the president of a competing company, who had at various times attempted to get information as to the appellant’s contracts, prices, and methods of doing business; and in support of that charge affidavits were presented of two persons who had made affidavits for the relator, to the effect that they were procured to make such affidavits by the president of said competing company. An examination will not be allowed for an ulterior purpose or to embarrass the corporation. Matter of Pierson, 44 App. Div. 215 , 60 N. Y. Supp. 671 ; Matter of Kennedy, 75 App. Div. 188 , 77 N. Y. Supp. 714 ; Matter of Taylor, 117 App. Div. 348 , 101 N. Y. Supp. 1039 .
The order should be reversed, with $10 costs and disbursements, and the petition denied, with $50 costs. All concur.
Cases cited
- In re Steinway 159 N. Y. 250 p. 348
- In re Kennedy 75 App. Div. 188 p. 349