People ex rel. Miles v. Montreal & Boston Copper Co.

Leventritt, J. This is an application for a peremptory writ of mandamus requiring the respondent Montreal and Boston Copper Company to deposit and keep open for inspection in its office, or the office of the respondents Monroe & Monroe, its transfer agents, its stock-book in accordance with the provisions of section 53 of the .Stock Corporation Law (L. 1892, ch. 688, as amd. by L. 1897, ch. 384, § 3). . [283] That section provides: “ Every foreign stock corporation having an office for the transaction of business in this state, except moneyed and railroad corporations, shall keep therein a book to be known as a stock-book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amounts paid thereon. Such stock-book shall be open daily, during business hours, for the inspection of its stockholders and judgment creditors, and any o'" "r of the state authorized by law to investigate the affairs of any such corporation. If any such foreign stock corporation has in this state a transfer agent, whether such agent shall be a corporation or a natural person, such stock-book may be deposited in the office of such agent and shall be open to inspection a% all times during the usual hours of transacting business, to any stockholder, judgment creditor or officer of the state authorized by law to investigate the affairs of such corporation. For any refusal to allow such book to be inspected, such corporation and the officer or agent so refusing shall each forfeit the sum of two hundred and fifty dollars to be recovered by the person to whom such refusal was made.” On this application there is no material dispute as to the facts. The respondent Montreal and Boston Copper Company is a foreign corporation engaged in the business of mining. The re- ' spondents Monroe are, under their firm name of Monroe & Monroe, the transfer agents of the mining company, with an office at 25 Broad street in this city. One of the members of the firm is its secretary-treasurer. The relator is a stockholder. Bis certificates of stock read that the shares are transferable only in person or by attorney on the books of the company upon surrender of the certificate. Numerous demands, oral and written, were made by the relator at various times in the course of a month, always during ordinary business ■ hours, for an inspection of the stock-book, describing it in the terms of the statute. One of these demands was made of the president of the company, at a time when he was present in the office of the transfer agent sitting behind a desk, and who stated that at that time the book was “ at the head office in Montreal”; another was made in writing of George E. Monroe, the [284] member of the firm who is likewise secretary-treasurer of the company; frequent demands were also made of one Curtis, who-was at all such times in charge of the office of the transfer agent and who stated on one occasion that that was not the “ main office ” of the company. While there was, perhaps, no out-and-out refusal in terms to permit the relator to examine the stock-book, he was never accorded that privilege, always being met by evasive statements, generally to the effect that the book sought-was not in the office of the transfer agent but was at the home office in Montreal. As to the question of law, I am of the opinion that the mandate of the statute applies to the respondent company. I am prepared to hold that though it has merely a transfer- agency in this jurisdiction, it is, nevertheless, within the meaning and intent of the statute, a foreign corporation having an office for the transaction of business in this State. Any other construction would defeat the remedial purpose of the statute. While, of course, we cannot inject into it a term or condition not inserted or not properly or reasonably to be inferred from expressed enactment, we should, bearing the purpose of the law in mind, avoid all forced and refined construction. Section 53 was designed for the protection of the stockholder. The book showing stock transactions, holdings and transfers was literally to be an open book to him. Domestic coiporations, completely under the control of State authority, are required to keep such, a book; foreign corporations, subject to our control only in'so far as they enter our jurisdiction, are under the same requirement to the extent that we can impose it. Obviously where a foreign corporation has neither office nor agent within our borders, we cannot compel it to do anything as a condition of the permission and privilege extended to it. But where it has an office or a transfer agent we are in a position to extend protection to its domestic stockholders. I do not deem it necessary to refine construction in order to hold the respondents within the statute. It is urged that the word “ such ” in the sentence beginning “ if any such foreign stock corporation has in this State a transfer agent ” refers not to a foreign stock corporation having an office for the transaction of business in this State, but only to a foreigh stock corporation other than a moneyed or railroad corporation. I accept the respondents’ contention that it refers to a corporation having [285] .an office for the transaction of business. What is the meaning •of “transaction of business?” It is not necessarily synonymous with the term “ doing business,” as used elsewhere in this and similar act's.' It does not necessarily mean that the main business •of the corporation must be carried on in this State or something in the nature of that business or that capital must be employed 'in this State. All that the statute requires is that something related to the business of the corporation, or part of it, be carried •on in the office here. The transfer of stock is such a transaction •of business. It is an essential part of the proper administration •of corporate affairs. By the very terms of the certificate the stock must be transferred on the books of the company, and it is made transferable only in person or by attorney upon a surrender of the certificate. A place is designated in this State where the •certificates may be surrendered and the transfer made. That place is a place for the transaction of the business of the corporation, that of transferring its shares of stock. The office of the transfer agent, so far as he transacts the business of the prin•cipal, is to that extent the office of the principal. The office of Monroe & Monroe in this case becomes the office of the respondent company for the transaction of business. I am not in accord with the contention of the respondents that the present section (53) has limited the scope of the one existing prior to the act of 1897. Section 53 of the Laws of 1892, chapter 688, provided: “The transfer agent in this state of any ■foreign corporation whether such agent shall be a corporation •or a natural person, shall, at all times during the usual hours of transacting business, exhibit to any stockholder of such corporation, when required by him, the transfer book, and a list of the •stockholders thereof, if in his power to do so, and for every violation of the provisions of this section, such agent, or any •officer or clerk of such agent, shall forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal was made.” If anything the present law is broader. Formerly, though the ■foreign corporation had, independently of its transfer agency, an office for the transaction of other business, the requirement to keep and exhibit the stock-book was not imposed on the corporaiion itself but only on the transfer agent. Now, whether the corporation has a transfer agent or not, it [286] is required in all cases where it has an office for the transaction of business in this State, to keep and exhibit its stock-book. . Where it also has a transfer agent it may, in the alternative, permit the inspection there; but the mandatory provision of the statute as expressed in the word “ shall ” is directed primarily against the corporation itself where formerly it applied to the transfer agent merely. While the precise question involved on this application has nó direct authority for it, the case of Cox v. Island Mining Co., 65 App. Div. 508, disposes of many of the points here involved and contains a dictum directly in' support of the conclusion here expressed. There Justice Woodward, writing for a unanimous court, said: “ The complaint, in addition to alleging that the corporation has an office at 45 Broadway, alleges that it acts as-its own transfer agent, and it seems entirely reasonable that the plaintiff, by merely relying upon the presence of the corporation’s transfer agent in this State, might have been entitled to recover.”' In that case it is also stated by way of obiter that the having an office in this State for the transaction of business is not necessarily a jurisdictional fact (at page 512) which must exist as a condition of compelling deposit of the stock-book. In this memorandum, however, I have preferred to treat the having of such office as jurisdictional, with the result that I have reached the same conclusion intimated in the dictum of the Oox case. / The motion should be granted, with ten dollars costs. / Motion granted, with ten dollars costs.