Page:The Green Bag (1889–1914), Volume 15.pdf/274

 IVrong Without Remedy: A Legal Satire. bank and trust company is of the most con fidential character. Its paîtrons would most certainly and properly complain if the state of their accounts, the amount ot their indebt edness and the nature of their trusts should be disclosed. Such disclosure would most seriously impair the standing of the corpora tion and diminish the value of the stock. We are satisfied that these considerations must appeal to you as reasonable and sufficient to justify us in refusing the unlimited examina tion of our records which you have seen fit to' ask. In conclusion I may add that it would most seriously interfere with the trans action of our business to permii this inspec tion; the books are in constant use through out the day, and they have to be locked in the vaults at the close of business hours. Very truly yours, JAMES K. JACKS, Secretary. A few days later a mandamus proceeding was begun to require the defendant officers of the Central Ranking and Trust Company to permit the inspection demanded by Hamil ton Anderson. The petition averred the de mand and refusal, the petitioner's ownership of five shares of stock, the defendants' knowl edge of such ownership and the petitioner's illingness to conduct the examination at such times and in such manner, to be deter mined by the court, as would interfere as little as possible with the conduct of the cor poration's business. An alternative writ of mandamus was granted by the court to which in due time the defendants made answer. They averred that the information was .not sought for a lawful or beneficial purpose, bi.t for the vexation and annoyance of the cor poration. They charged on information and belief that the petitioner had purchased his small stockholding a short time before wiih a view to making this demand and thereby levying blackmail on the company. They averred the confidential nature of the matters contained in their books and the serious in jury which must follow in case the details

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of their business were disclosed. In a sepa rate count in the answer they averred their willingness to purchase petitioner's stock at any valuation which the court in its wis dom might place upon it, and in a third count they set up that it was impossible to grant the inspection because the books were in constant use and without their use the busi ness could not be carried on. In conclusion they prayed the court to dismiss the writ and give them judgment for their costs and dis bursements. The relator's counsel promptly demurred to each of the counts in this answer, and in due time the demurrer came on for hearing. Mr. Graham, counsel for Anderson, hnd been thoroughly coached by his client. Jn support of the demurrers he argued that there were three matters only alleged in bar of petitioner's right to an inspection: 1. That the inspection was sought with an improper motive and lor improper purposes. 2. That the corporation was willing to pur chase the petitioner's stock for a valuation to be placed on it by the court. 3. That the inspection could no; be granted without inconvenience and interruption to the business. As to the first defence, Mr. Graham read section 932 of the Code of Missouri: "The trustees or directors of the corpora tion shall keep correct accounts of their transactions . . . and each stockholder may, at all proper times, have access to the books of the company, to examine the same." This statute, he contended, gave the stock holder an unlimited right to inspect the books of the corporation which contained a record of its transactions. Admitting that the first count in the defendants' answer stated a good defence at common law, he contended that the Missouri statutes altered the law and gave the stockholder the rights contended for by his client; that the statute cited was a part of the charter of every Missouri corporation, and that the inspection demanded was a law