Reference

Full Case Name

Rochester v. Indiana County Gas Company

Cited By

3 cases

Status

Published

Syllabus

Corporations — Stockholders■—Bight of stockholders to inspect books — Mandamus. 1. A stockholder who has been refused access to the books, papers and records of a corporation, by its officers, is entitled to a mandamus to compel the latter to permit him to inspect such papers, books and records in order that he may prepare and file a bill in equity to obtain relief against abuses by fraud and mismanagement of which he .complains. 2. A minority stockholder of a gas company, a corporation organized under the laws of Pennsylvania, filed his petition for mandamus against the officers of the corporation, averring that the company had been extravagantly managed;, that annual statements were so issued as to give no real information concerning its affairs; that the true value of the stock was fraudulently concealed from him in order that he might be forced to sell out to the majority stockholders at a price below the real value of the stock; that although the business of the corporation was increasing and the price of gas had been raised and the income had increased, the dividends declared had been very small, and that for two years no dividends at all had been declared; that he had made a demand upon the proper, officers of the company to examine the books, papers, records and vouchers for the purpose of ascertaining the true financial condition thereof, which request was refused, and praying for a mandamus commanding the officers of the company to allow him to inspect the books and records thereof at some convenient time. In his notice to the officers of the company the petitioner alleged that the purpose for which he desired to make the examination was to ascertain the financial condition of the- company, the value of the stock, the names of the stockholders, and whether the corporation had been extravagantly managed, and its funds misapplied to the injury and loss of the stockholders, in order that he might prepare a bill in equity for an accounting between him and the corporation and its officers, for profits, dividends and moneys to which he might be found to be entitled. The answer denied that plaintiff's demand for inspection was refused, which issue the jury determined in favor of the plaintiff. Held, that the court properly granted a peremptory writ of mandamus.