Bryer v. Wyman , 118 Me. 378 ( 1919 )

Spear, J.

This is a petition for mandamus by a stockholder to compel the defendant company to open its books to inspection to enable the petitioner to “take copies and minutes therefrom,” as provided in B,. S., Chap. 51, Sec. 22. The defendant contends that this statute does not apply to a corporation doing business in this State and “having a treasurer’s office at some fixed place in the state where a stock book is kept, giving the names, residence and' amount of stock of each stockholder.”

It is claimed that this language is so clear as not to admit of interpretation, and we concede the claim. It is also equally clear that this provision was made solely for the purpose of differentiating between non-resident and resident corporations. The non-resident is required to keep books at some fixed place showing “a complete list of all-stockholders.” The only exemption of the resident corporation, is that the “provision as to the list of stockholders” shall not apply, as it already has a fixed place where all its books are kept.

Moreover every reason that can be urged for the first part of the section regarding the right to examine the books of a non-resident corporation is equally cogent with respect to the books of a resident corporation. The language is clear and the meaning plain.

The rights of a stockholder under the above Chapter and Section have been fully considered and construed in White v. Manter, 109 Maine, 408; Withington v. Bradley, 111 Maine, 384; Eaton v. Manter, 114 Maine, 259; and Knox v. Coburn, 117 Maine, 409.

Upon the question of fact the presiding Justice found as follows: “It is sufficient to say that the facts presented fail to show any vexatious, improper or unlawful purpose on the part of the petitioner, or on the part of his client, Mr. Shea, for whom he is acting in this matter.” The case is entirely within the decision in Knox v. Coburn, supra.

A careful reading of the evidence reveals ño error in the finding of facts.

Exceptions overruled.