Hagan v. Fairfield

WOOD, P. J.

Petitioner sought a writ of mandate compelling respondents to “recognize” an assignment to him of a certificate representing a share of stock in Benedict Heights, Inc.; to record the assignment on the books of the corporation; to issue a new certificate, representing such share, in his name; and to permit him to examine the books and records of the corporation. Respondents were Joseph W. Fairfield, Yid Rosner and Marion Benjamin. The petition was dismissed as to Rosner and Benjamin, and an alternative writ was issued as to respondent Fairfield only. He filed points and authorities in opposition to the granting of a peremptory writ and made a motion for an order quashing the alternative writ and denying the peremptory writ. The motion was granted, and an order was entered quashing the alternative writ and denying the peremptory writ.

In a notice of appeal filed by petitioner, he states that he appeals from the order denying his petition for a writ of mandamus. In his brief he states: “Appellant is appealing solely from the denial of his petition for a Writ of Mandamus to compel an inspection of the books and records of Benedict Heights, Inc.”; and that he does not appeal from the denial of his petition for registration of the share of stock. It will be assumed that his appeal is limited as stated in his brief.

Respondent Fairfield contends that the order denying the writ was proper for the reason, among others, the petitioner was not a registered shareholder. Section 3003 of the Corporation Code provides, in part, that certain books and records of a corporation shall be open to inspection by a shareholder upon the written demand of any stockholder for a purpose reasonably related to his interest as a shareholder. Section

[705]

103 of that code defines a shareholder as a “ ‘holder of record of shares’ ” or a “ ‘shareholder of record.’ ” Petitioner did not allege in his petition that he is a holder of record of a share in the corporation or that he is a shareholder of record therein. His allegations in the petition, with respect to his alleged ownership of stock in the corporation, are as follows: In 1959, petitioner purchased from Robert Q. Ahlstrom stock certificate Number 36, representing one share of stock of Benedict Heights, Inc., which certificate had been duly issued to Ahlstrom; at the time of said purchase, petitioner paid Ahlstrom $50, representing the agreed purchase price of the share, and Ahlstrom endorsed said certificate to, and delivered it to, petitioner