State ex rel. Boyle v. Fenn ( 1899 )

The opinion of the court was delivered by

Doster, O. J. :

This is an action of mandamus to compel A. A Fenn, as president, and R. H. Fenn, as secretary of the Broadway Manufacturing Company, to report to the secretary of state a detailed statement of the condition of such company for the preceding year. The statute requiring the making of reports by the officers of corporations reads as follows :

“ It shall be the duty of the president and secretary of each corporation for profit, annually on the 1st day of January, to prepare under their own oatfis and deposit in the office of the.secretary of state of this state a detailed statement of the condition of such company on the 30th day of December then next preceding, exhibiting the following, namely : First, The amount of the capital stock of the company. Second, The property or assets held by the company. Third, The liabilities of such company. Fourth, The receipts of the company during the preceding year. Fifth, The expenditures during the preceding year. Every corporation for profit created under any law of this state failing to make and deposit such statement shall be subject to a penalty of $200 and an additional $200 for every month that such company shall continue thereafter to transact business. (Gen. Stat. 1897, ch. 66, § 41; Gen. Stat. 1889,¶ 1181.)

The answer of the defendants avers that the corporation in question is not public in its character, like a railroad or light or water company, but is of an entirely private character, being engaged in the business of manufacturing sash, doors, and other woodwork. The claim is therefore made that the statute is not applicable-to it, because of the private and ordinary business in which it is engaged, but that the law quoted applies only to corporations qu,asi public in character and in the enjoyment of public franchises. The statute makes no distinction between classes of corpora-: tions for profit. Corporations of all kinds are the* creatures of the law. They ask and have conferred upon them privileges and artificial characteristics of special advantage, such as limited liability of their .stockholders, perpetual succession of membership, or •succession through the period limited by their charters. Being thus the creatures of legislation and the recipients of legislative favors, they must conform to all valid legislative requirements. The statute in question is general in its terms. It makes no exceptions to the rule which it ordains, and even were we •able to perceive a reason for the exemption of particular classes of corporations from its operation we would be powerless to declare, such exemption.

In addition to the above, the answer avers that the defendants have complied to the best of their ability with the requirements of the statute and the demands made upon them in pursuance to it by the secretary of state. The secretary furnished to the defendants printed forms for the making of the required statements. These forms contain general headings for the four subjects of “resources,” “liabilities,” “receipts,” and “ disbursements.” Under these were printed subheadings for the insertion of various items appropriate to the general subjects named, with additional space lines for such matters as might be necessary to report, but which were not specially indicated Iby any of the subheadings. In the statement filed none of the items under the general heads of “receipts” and “disbursements” was reported, but instead thereof the defendants wrote upon the paper: •“ Our accounts are not kept in such a way as to enable •us to give a detailed statement of receipts and disbursements as required by this blank.” The excuse given is not a good one. Every corporation, whether one for manufacturing or otherwise, makes and keeps an account of its receipts of moneys, and makes and keeps an account of its disbursements. If the printed form sent out by the secretary be not adapted in its subheadings to the making of a correct statement of the defendants’ business, they can easily adapt it to such purpose, or an entirely different form may beused.

Judgment as prayed for is allowed in favor of the plaintiff.