Hodder v. George Hogg Co.
Hodder v. George Hogg Co.
Opinion of the Court
Opinion by
William Titus Hodder is the owner of forty shares of the capital stock of the'George Hogg Company. Alleging mismanagement of the corporation and improper use of its funds, and the denial by the officers of the company of his right to examine the books, he filed a petition for a writ of alternative mandamus against the company and its officers, to compel the defendant to give the petitioner, or his representative, access to the books of the corporation. Respondents filed an answer, and made return to the petition, and upon demurrer thereto the court below awarded a writ of mandamus. The defendant company has appealed. It does not deny that mandamus is the appropriate remedy to enforce the rights of a stockholder to inspect the books and records of a corporation. It questions only the sufficiency of the data furnished in this case, to support the application.
Turning to the petition we find that it is there averred that during the petitioner’s former official connection with the defendant company, he had knowledge of instances where funds were improperly applied by the officers of the company, and in view of this knowledge he had frequently, after the close of the year 1906, made requests for a statement of the condition of the business, but none was furnished him until January, 1908, when statements were given to him that were vague, indefinite and misleading. Petitioner also avers that while large profits were made, the statements did not show it; that the salaries of the officers were irregularly and improperly increased; that he believes the company has earned large sums of money from which dividends should have been declared; that as a stockholder he desired to inspect the books of the company in order to be advised as to the management of the business, and the
In the present case the order of the court below shows discriminating care in its terms. It is held that plaintiff is entitled to a reasonable personal inspection of the books, and to the aid of a disinterested expert in making such extracts as are reasonably required in the preparation of the bill in equity he proposes to file. At the same time he is prohibited from doing that which would amount to burdensome interference with the business of the company. We see no reason for any just criticism of the conclusion reached, or the order made by the court below.
The judgment is therefore affirmed.
Reference
- Full Case Name
- Hodder v. George Hogg Company
- Cited By
- 21 cases
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- Published
- Syllabus
- Corporations — Stockholders—Inspection of books — Mandamus. 1. A stockholder of a corporation has the right to inspect the books of the company at a proper time and in a proper way, even though his only object be to ascertain whether the business has been properly conducted; and the fact that he is interested in a competing company is not a good and sufficient reason for refusing him. 2. A petition for mandamus to secure an inspection of the books of a corporation will be granted where the petitioner avers that during his former official connection with the company, he had knowledge of instances where funds had been improperly applied; that while large profits had been made the statements of the company did not show it; that the salaries of the officers had been irregularly and improperly increased; that the company had earned large sums of money in which dividends should have been declared; that as a stockholder he desired to inspect the books in order to be advised as to the management; and that he might be enabled to file a bill in equity if the result of his examination would justify him in so doing.