Commonwealth v. Empire Pass. Ry. Co. , 134 Pa. 237 ( 1890 )

Opinion,

Mr. Justice Green:

We are of opinion that the purpose avowed by the relator in his petition for a mandamus is not a proper purpose, such as will entitle him to the writ. Substantially, he desires to file a bill in equity to set aside a lease by the defendant corporation to another corporation, of all its property and franchises, for a long term. He wishes to obtain a list of the stockholders, so that he may confer with his fellow stockholders, in order that they may join him in his litigation, and share the expenses with him. This is nothing more than a desire to induce others to help him carry on a litigation, and divide the expenses thereof. He does not allege that he rvill be in any way injured by the proposed lease, or that there are others whose rights will be injured, or that they are necessary parties, or that he cannot maintain his bill without them. He simply claims an absolute and unqualified right, not merely to inspect the books and stock-list of the defendant, but to make a copy of the list of stockholders, and for the one purpose mentioned.

The constitution of 1874, article XVII., § 2, does not confer any such right. It simply provides that a list shall be kept at the office of the company, and that it shall be open to the inspection of stockholders and creditors, but does not confer the right to take copies of the list. But, even if it did confer such a right, we hold that it can only.be exercised for a reasonable and proper purpose. We so held in the case of Commonwealth v. Phœnix Iron Co., 105 Pa. 111, saying, distinctly, that “the interests of all the corporators require that the writ (mandamus) shall not go at the caprice of the curious or suspicious.” In the present case, the relator desires to have an opportunity to solicit other stockholders to join him in a litigation against the company, not because such stockholders have suffered any wrong, but because lie desires them to share the expense of such litigation with him. It is very easy to understand how such a combination of stockholders might be used for speculative purposes; but, without the statement or definition of some wrong or injury which the relator or the others may suffer in consequence of a denial of the right to make a copy of the list 'of stockholders, we cannot appreciate the propriety of the court’s lending the aid of a mandamus to a litigant who avows .no other purpose than the one stated. The relator does not even say that he is too poor to carry on the proposed litigation himself. In fact, he avers no necessary reason, that a court can recognize, for the use of the writ. If he had a copy of the list, he would have the opportunity of soliciting others to join him in order that money might be made by a combined movement, which the company would prefer to buy off, rather than incur the annoyance and expense of a protracted litigation; but, of course, no court would ever lend its aid to the promotion of such a result as that. The writ was refused in tire following cases, in which the right of inspection exists quite as broadly as in our own state: Buck v. Collins, 51 Ga. 391; Webber v. Townley, 43 Mich. 534; Bean v. People, 7 Col. 200. We think the writ was improvidently granted by the learned court below, and, therefore,

The judgment is reversed and the petition is dismissed, at the cost of the appellee. ’