Johnson v. Langdon

COOPER, C.

Plaintiff, a stockholder of the corporation of which defendant is secretary, filed his verified petition for a writ of mandate to compel defendant, as such secretary, to permit him to inspect the books, records, and journals of the said corporation. After a demurrer was overruled to the complaint, the defendant answered, and in his answer set forth affirmatively that the object and purpose of the plaintiff is to injure the corporation of which defendant is secretary, and to gain information for the private use of plaintiff, in connection with two other corporations, of which plaintiff is a stockholder, engaged in a similar business to that of the corporation represented by defendant.

The court below, on motion of plaintiff, made an order striking out the affirmative portion of defendant’s answer. Defendant then admitted in open court that he had refused,

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and continued to refuse, to allow plaintiff, as a stockholder, to inspect the list of subscribers and advertising contracts of the corporation represented by him.

The court thereupon filed findings, upon which judgment was entered for plaintiff as prayed. This appeal is from the judgment.

It is contended by appellant that the petition does not state facts sufficient, and that the court erred in striking out the affirmative answer. A writ of mandate will issue from a superior court to any inferior tribunal, board, or person to compel the performance of an act which the law specially enjoins as a duty resulting from an office in all cases where there is not a plain, speedy, and adequate remedy in the ordinary course of law. (Code Civ. Proe., secs. 1085, 1086.) It is provided in the constitution that every corporation doing business in this state shall have and maintain an office or place for the transaction of its business, where transfers of stock shall be made, and in which shall be kept, for inspection by every person having an interest therein, books in which shall be recorded certain transactions. (Const., art. XII, see. 14.)

The code requires all corporations for profit to keep a record, among other things, of all their business transactions, “such records to be open to the inspection of any director, member, stockholder, or creditor of the corporation.” (Civ. Code, see. 377.)