Summary
In Cotheal v. Brouwer (5 N.Y. 562) it was held that the custodian of a register of stockholders which the stockholder had a statutory right to examine could not close the book because a stockholder desired to make a memorandum in the course of his examination in order to assist his recollection.
Summary of this case from Henry v. Babcock Wilcox Co.Opinion
December Term, 1851
R.J. Dillon, for appellant. Wm. Curtis Noyes, for respondent.
This action was brought under, and involves a construction of the first section of the statute, entitled "special provisions relating to certain corporations," to recover the penalty there prescribed, of the defendant, for withholding the books of the corporation from the inspection and examination of the testator, who was a stockholder therein.
The section provides that the book or books of any incorporated company, of the state in which the transfer of stock shall be registered, and the books containing the names of the stockholders, shall at all reasonable times, during the usual hours of transacting business, be open for the examination of every stockholder, for thirty days previous to the election of directors, and if any officer having charge of such books shall, upon demand by any stockholder, refuse or neglect to exhibit said books, or submit them to examination as aforesaid, he shall forfeit for every offence $250, one-half to the people, the other to him who will sue for the same, c.
It was proved on the trial, or evidence was given tending to prove, that the defendant had the custody of the books of this corporation; that the plaintiff's testator was a stockholder; that within the thirty days mentioned in the act, he requested that he might be permitted to examine, and take from, the register a list of the stockholders; that the defendant was willing that he should examine the books, but refused to permit him to make a list of the stockholders, or make any memorandum from the books of the corporation.
The judge charged that the plaintiff as a stockholder, had a right not only to inspect the books containing the names of the stockholders, but to take copies of the names, and that by refusing to permit the plaintiff to do this, the defendant incurred the penalty.
I think that the charge of the learned judge was correct. The defendant was bound to submit the register to the examination of the plaintiff's testator, during the usual hours for the transaction of business. His refusal was not put upon the ground that the examination was for an unreasonable time, but for an unreasonable purpose, namely, to take a copy of the names of the stockholders. The officer having the custody of the books is not constituted by the act a judge of the motives of the stockholder, in making his inspection, or of the precise manner in which it shall be conducted; nor of the purpose which the information thus obtained shall be made to subserve (12 Wend. 183.) The statute confers on each stockholder the right to examine, and it does not authorize the custodian to close the books because the stockholder, in the progress of his examination, may make a memorandum to aid his memory, either with a view to secure his own rights, or to the proper execution of his duty at an approaching election of officers.
The defendant by his conduct said to the plaintiff, substantially, "You as a stockholder may inspect the books, but you "shall not, by any memorandum, make the information they "contain available."
The judgment of the superior court should, I think, be affirmed.
I think that the charge of the judge who tried this cause was correct. The statute in question, (1 Rev. St. 601, sec. 1,) gave the plaintiff as a stockholder of the East River Mutual Ins. Co., the right not only to inspect the books containing the names of the stockholders, but also to take memorandums or copies of such names. The statute gives the right to all stockholders of incorporated companies, at all reasonable times, and for thirty days previous to any election of directors, to examine the books containing the transfer of stock, and the names of the stockholders. At the election of directors the transfer books of the company are evidence of the stock held in the company. (1 Rev. St. 604, sec. 6.) Every stockholder has a right to the information to be derived from these books, to enable him to ascertain who are qualified voters, and to confer with all such in relation to the election of directors. The object of the statute in requiring the officers of the company to exhibit the books to the stockholders for examination, was undoubtedly to enable them to obtain information which the books could afford for such purpose. Unless the stockholder is permitted to take memorandums from the books, or copies of the names of the stockholders, the plain object of the statutory provision would be defeated. A penal law is not to be construed so strictly as to defeat the obvious intention of the legislature. The maxim is not to be so applied as to narrow the words of the statute to the exclusion of cases which the words in their ordinary signification, or in that sense in which the legislature obviously used them, would comprehend. (5 Whea. 76, per Marshall, Ch. J.) But the statute under consideration, although penal as to the defendant, is beneficial generally, and should therefore be equitably construed. (13 John. 497.) I think the sense in which the legislature used the words of this statute, justifies the construction given to it in the charge of the judge.
The judgment of the supreme court should be affirmed.
Judgment affirmed.