People ex rel. Rottenberg v. Utah Gold & Copper Mines Co.

Houghton, J.: Belator claims to be the owner of 3,000 shares of stock of the •defendant corporation evidenced by certificates held by him indorsed in blank, and for the purposes of this discussion we assume.he is the [419] absolute owner thereof. He produced his certificates and offered to surrender them and demanded that such stock be transferred on the books of the defendant to himself. The defendant refused to make such transfer and the relator has procured a peremptory mandamus requiring it so to do. We think mandamus will not lie to compel a corporation to transfer stock on its books and that relator’s only remedy is by action. Good title to stock can be passed by transfer in blank and delivery of the certificate. The object of transfer upon the books of the corporation is to obtain further evidence of title for the purpose of transfer and to insure the payment of dividends to the actual owner. If a corporation refuses to transfer, it is but the denial to the holder of an individual right and no one is affected but himself. The remedy by mandamus, which is a writ issuing in behalf of the People, originally instituted for the purpose of correcting official inaction and to compel the performance of some legal duty, has been extended by the courts from time to time and it has been held to lie in many instances where it was formerly thought, it did not apply ; but it has not been extended and ought not to be extended to obtain amere article of property or to furnish evidence of title to property so that it may be more certainly possessed by the owner or more conveniently transferred by him. It was expressly held in People ex rel. Krohn v. Miller (39 Hun, 557; affd., 114 N. Y. 636) and in Matter of Shipley (10 Johns. 484) and in People ex rel. Jenkins v. Parker Vein Coal Co. (1 Abb. Pr. 128) that mandamus would not lie to compel the transfer of stock upon the books of a corporation, and our attention has not been called nor have we been able to find any authoritative decision in this State to' the. contrary. It is true that in Matter of Steinway (159 N. Y. 250) it was held that mandamus would lie in behalf of a stockholder to compel, in a proper case, the inspection of the general books of a corporation, and it is the universal practice to issue a mandamus to compel a corporation to exhibit its stock book to a stockholder. (People ex rel. Callaman v. Keeseville, etc., R. R. Co., 106 App. Div. 349; People ex rel. Fennelly v. United Copper Co., 110 id. 892; affd., 184 N. Y. 578.) With respect to the stock book of a corporation the statute specifically commands that the stockholder shall be permitted to [420] inspect it. (Consol. Laws, cliap. 59 [Laws of 1909, chap. 61], §§ 32, 33.) It is, therefore, a public right given to all who are stockholders. In regard to the inspection of the business books of a corporation mandamus is held to lie because of the general visitorial powers of the court over the affairs of even business corporations which are given ■ life by favor of the people. (Henry v. Babcock & Wilcox Co., 196 N. Y. 302.) Besides a stockholder has no remedy at law for the refusal to inspect books because he can show no injury. An action will, however, lie against a corporation which wrongfully refuses to transfer- stock. (Ex parte Fireman's Ins. Co., 6 Hill, 243; Cushman v. Thayer Mfg. Jewelry Co., 76 N. Y. 365; Commercial Bank of Buffalo v. Kortright, 22 Wend. 348.) It follows that the mandamus was improperly issued and the order should be reversed, with ten dollars -costs and disbursements,' and the motion denied, with ten dollars costs. Ingeaham, McLaughlin, Claeke and Scott, JJ., concurred. Order reversed, with ten' dollars costs and disbursements, and motion denied, with ten dollars costs.