*197On Petition for Rehearing

Upon consideration of the petition for rehearing the opinion heretofore filed in this cause is supplemented by the following statement, and the judgment modified to conform to the conclusion herein announced. .

We think the Circuit Judge correctly held that the right of inspection conferred upon the stockholders by the express terms of the statute is a legal right in the sense that the managing officials of a corporation may not deny to a stockholder access to and inspection of the books whenever such inspection is sought. But the exercise of the right and its enforcement by the Courts are of necessity subject to the rule of reason. It would scarcely be contended, for example, that a breach of this right of inspection at all times could be predicated upon the failure of a corporation to keep its books open to inspection at all hours of the day and night every day in the week,. Sundays and holidays included. “At all times,” in that aspect, means at all times within reasonable business or office hours. Nor does the right to inspect confer upon the individual stockholders the right to the exclusive custody and control of the books “at'all times” for such purpose of inspection. It is a. right that coexists, and must be exercised in conjunction with the corporation’s right to keep and use the books in the due course of carrying on the corporate business.- Hence the division of time between the stockholder and the corporate officers and employees for the respective purposes of inspection and of keeping the books in corporate use must necessarily be the subject of ‘reasonable adjustment. Since he has not the right to exclusive custody and control at all times, it follows that a stockholder may not require as a matter of absolute right that the books be open to inspection at all times elsewhere than in the offices of the corporation where they are, or ought to be, kept in the due and orderly conduct of the corporation’s business. The question of what books should be kept and should *198therefore be opened to inspection in a particular office at a particular place must necessarily depend upon the facts-of the given case.

A corporation organized under the laws of this-state has the right to transact business outside of the state. It must therefore necessarily . have the right to use certain of its books outside of the state. The statute law does not undertake, either expressly or impliedly, to require performance of the impossible condition that all books of a domestic corporation doing business in a foreign state or county shall be kept at all times within the state. But it is evident that the important right of inspection conferred by the statute might be substantially impaired, if not entirely nullified, if a stockholder were required to travel all over the United States or into a foreign country in order to find such books as would afford him an intelligent understanding of the-business affairs of the corporation in which he is a stockholder. In so far, therefore, as the Circuit Judge held upon the showing made that the petitioners as shareholders in a domestic corporation, required by the law of this state to have -and .maintain its principal office in this state,' were entitled to an inspection of the books and records designated in his decree at the principal office of the corporation in this state, and ordered that such books and records be brought into this state for that purpose, we are not disposed to disturb his conclusion.

Under the views herein outlined, however, the right to inspect at the principal office in this state does not give the petitioners the right to require that all such books and-records shall be henceforth kept at all times in the office of the corporation at Langley, S. C., and to the extent the Circuit decree so orders, it is hereby modified. We hold that the petitioner’s right to inspect must be exercised with such promptness and ‘ dispatch as are reasonably consistent with the corporation’s concurrent *199right to use the books and records in carrying on the corporate business, and that after such inspection the corporation may return such of the books and records to its New York office as it may deem necessary to the orderly conduct of the company’s business. The reasonable time required for inspection at Langley, S. C., in the absence of agreement, should be fixed by the Court below, upon a showing made by the parties.

It is accordingly ordered and adjudged that the decree of the Circuit Court be modified to conform to the foregoing views and conclusion, and that in all other respects it be, and is hereby, affirmed.

I concur in the result. While the statutory right to inspection is absolute, its exercise by a stockholder and the enforcement thereof by the Courts are of necessity subject to the rule of reason. But I am not convinced that Judge Rice’s order was improvidently issued in this case, and upon that ground I concur in the result of the .majority opinion.

February 3, 1923.

The opinion of the Court was. delivered by

The appellants make this statement of the case:

“The petition for mandamus herein was served upon defendants, the Langley Mills, manufacturing corporation of South Carolina, and George W. Spofford, its vice president, on June 3, 1921. The petitioners are stockholders in said corporation and asked mandamus to compel defendants to bring certain books and records of the corporation from its office in New York to its office at Langley, S. G, designated in its charter as its principal place of business in South Carolina, so petitioners could make examination of all the books and records at Langley. The corporation kept an office at Langley and one in New York, and certain of its books.and records at each of these two offices, and does not- dispute petitioners’ right as stock*195holders to inspection of all its books and records, but requested petitioners to make the desired examination at both said places, Langley and New York. Petitioners insist that it is their right to have all books and records brought to Langley, ‘for full and covenient inspection by them at Langley. This alleged right is disputed. The hearing was before Judge Rice at Aiken, S. C., on July 6, 1921, upon the verified petition and return, and additional affidavits by both parties, and decree was filed November 9, 1921, ordering defendants to bring from New York to Langley all the books, records, contracts, and correspondence files of' the corporation, ‘to be kept open to inspection of any stockholder at all times’ at Langley, S. C., and granted a writ of mandamus to compel performance of the requirements of the decree. The appeal is from this decree.”

Let the decree be reported.

Judge Rice held that the right to inspect the books is a legal right; that tO' require the petitioners to go to New York was practically to deny the right of inspection; that the books kept in New York are necessary to a full exercise of the right of inspection, and ordered the books to be brought to Langley, S. C.

I. The appellants’ first contention is that the right to inspect the books is a qualified right, i. e., the inspection must be made at a proper time, in a proper manner, and with a proper motive. Appellants say that is the common law, and our statute has not changed the common law. Our Statute Code, 1912, Vol. I, § 2855, reads:

“The. books of any corporation organized ' under this article shall be open to the inspection of any stockholder at any and all times.” (Italics -ours.)

It is difficult to see how the full right of inspection could have been more fully and clearly stated. This point cannot be sustained.

*196II. .The appellants claim that his' Honor held that the issuance of the mandamus was a legal right, and he should have held that it was a matter of discretion. That his Honor erred in not exercising his discretion. In this appellant is mistaken. His Honor held that the right to inspect is a legal right; that this legal right was denied by keeping the books in New Yorkj and he, therefore, issued the mandamus. His Honor may not have used the term “discretion,” but the order shows an exercise, and a very proper exercise, of his discretion.

The judgment is affirmed.

(dissenting) : In view of the undisputed right of the corporation, which is the best judge of its own interest, to keep its books in New York, the purposes of the statute will be accomplished by ordering the defendants to permit an inspection of the records at the offices in New York, or if that should not be desired by the petitioner, that the defendants be required to file in the Langley, S. C., office copies, certified by a notary public named by the petitioners who may be represented at the time by counsel, of such records as they may demand; such demand to be approved by a Circuit Judge having jurisdiction, upon five days’ notice to opposing counsel. If the petitioners are bent upon a fishing excursion, they should fish in the New York pond; if they have definite desires, they can be definitely communicated.