Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/813

 CHAP. XVI.] LEGAL RELATIONS AMONG OFFICERS. [§ 809. benefit on the same obligation, they will be entitled _ x °. ... Between to contribution from each other in regard to liability directors thereon ; as where, for instance, directors become the the same makers and endorsers of a note to raise money for mstrument - the corporation. 1 § 807. There would seem to be no reason to doubt that if directors through neglect of their duties are held to the corporation for damages resulting from a breach directors of trust committed by a subordinate officer or agent, J^-J. °,J er they would be entitled to indemnification from him. On the other hand, supposing that an executive or ministerial officer incurs liability from carrying out the orders of the board of directors, has he any rights over against them ? It would seem so, if he acted innocently in the matter ; but if he knew of the breach of trust intended by the board, then unquestion- ably he would have been an active cognizant party to it, and would have no right to contribution or indemnification from his fellow wrong-doers. § 808. A director has a right at all times to inspect the books of the corporation ; and if the board of direct- ors, by resolution or by-law, attempt to exclude one of their number from examining the books, he may obtain a mandamus, directing the proper officer to allow him to examine them ; and this holds true even when the other directors believe the one so excluded to be hostile to the corporation. 2 § 809. It has been held that trespass may be brought in the name of the corporation, by a board of de facto directors, who are in possession, against another j(^^ s- board claiming to be the legal directors of the same corporation. And in such a suit, the defendants cannot defend by impeaching the title of the de facto directors ; as this can only be done in some action in the nature of a quo warranto. 3 Right of directors to inspect cor- porate hooks. 1 Slaymaker v. Gundacker, 10 S. & R. (Pa.) 75; Niddleton v. McCar- tee, 2 Mackey (Dist. of Col.), 420. 2 People v. Throop, 12 Wend. 183; People v. Mott, 1 How. Pr. (N. Y. ) 247; but compare Rosen- feld v. Einstein, 46 N. J. L. 479. 3 Atlantic, Tennessee, etc., R. R. Co. v. Johnston, 70 N. C. 348. 793