engaged the services of the defendant Bowron, an expert accountant, to examine the books of the corporation, in order that the true value of the company's assets and its earnings might be ascertained. It was while engaged as such an accountant that Bowron prepared this socalled schedule, which was based upon certain work sheets prepared and used by him, which schedule consisted of a segregation of the values of both real estate and improvements, and which schedule and sheets were turned over to one Hill, the then president of the company.

The court found that the relator had "made frequent requests and demands upon the defendants for inspection of its books, files, and records, all of which had been acceded to by the defendants, except a demand of the relator for an inspection of a certain paper called in the complaint a statement of the segregated cost of the defendant's real estate. That said paper was prepared by the defendant Bowron in the year 1911 and showed the value of land and buildings of the defendant separately at January 1 of said year (meaning 1911). The figures thereon were compiled from the company's books and records and information furnished him by the then officers of the defendant, one of whom was the relator. The said paper was prepared incident to a statement then being prepared by Bowron as an accountant, for use in an accounting required of the company in litigation involving patent infringements. It was not incorporated in said statement, or actually used in said litigation. It was the property of the defendant. It was handed over by the said Bowron to the then president of the company. The values therein set forth were never adopted by the company as the value or cost of its lands and buildings, and the separate values thereof, therein stated, were never placed or carried on the company's books. . The present whereabouts of said statement, or whether it is now in exist

ence, are not known by any of the principal officers of the company, and no search therefor was made prior to institution of this suit, and none has been made since. Said statement was desired by relator to aid him in determining the value of his stock in contemplation of efforts to sell the same, and to aid him in making a proper Federal income tax statement in case of sale. If the said sheets were made the basis of relator's statement of profits in an income tax statement by relator, in case of sale of his stock, it might cause inconvenience to defendant through revealing discrepancies between the real estate valuations of the corporation in the company's statements and that of relator. But it is not apparent that any considerable injury could result to defendant therefrom.

As conclusions of law, the court found that the particular statement referred to in the petition as statement of segregated value of real estate was not a record, account, or book of the defendant corporation, within the meaning of § 1757, Wisconsin Statutes 1921. Judgment was thereupon entered quashing the alternative writ and dismissing the proceedings on the merits.

Messrs. James F. Malone and Bottum, Hudnall, Lecher, & McNamara for appellant.

Messrs. Royal F. Clark and A. W. Lueck for respondents.

Doerfler, J., delivered the opinion of the court:

The only question involved is whether the defendants were legally bound to produce, as required by the alternative writ, the schedule and sheets showing the segregated cost of the real estate up to and including January 1, 1911.

Section 1757 of the Statutes, among other things, provides that the "books of every corporation containing the stock subscription and accounts shall at all reasonable times be open to inspection," etc.

In State ex rel. Bergenthal v. Bergenthal, 72 Wis. 314, 39 N. W.

delivered to its president. It must be conceded that they contain valuable information, which would be of great aid, both to the corporation and the stockholders, in establishing the real value of the assets of the corporation.

This was practically

conceded by the defendants, and in fact cannot be logically denied. The reproduction of the necessary information involved in these documents would entail considerable expense and labor. The relator, being the owner of more than one fifth of the capital stock of the corporation, has borne a share of the expense in the production of these documents, in proportion to the number of shares held by him in the corporation to the total corporate stock. The court found that relator's object in seeking inspection was based upon a legitimate purpose, namely, to enable him to ascertain the true value of his stock, and to prepare him for the making of a righteous income tax return, so that he may discharge his duties towards the Federal government upon the sale of his stock. So that the reasons for a denial of an inspection in any event, under the authorities, do not exist in this particular case.

The liberal view pertaining to the subject of inspection, as expressed in State ex rel. Bergenthal v. Bergenthal, 72 Wis. 314, 39 N. W. 566, and Re Citizens Sav. & T. Co. 156 Wis. 277, 145 N. W. 646, is persuasive that this court, in harmony with the decisions of other courts above referred to, has taken the

view that § 1757 of the Statutes does not abridge the right of inspection as it existed at common law, but rather has enlarged and extended it, by removing some of the common-law limitations, and that such statute is an affirmance of the common law; and, it having been held in State ex rel. Dempsey v. Werra Aluminum Foundry Co. 173 Wis. 651, ante, -, 182 N. W. 354, that under said section a stockholder has an absolute and unconditional right of inspection, regardless of the motive inducing him to desire it, we are constrained to hold that, notwithstanding the difficulties and troubles, if any, which might result from a disclosure of the im- Corporationproper bookkeeping holder to referred to, and the inspect stateillegal tax returns accountant. made, such fact can have no bearing upon the right of the petitioner to an inspection.

right of stock

ments of expert

The judgment of the lower court is therefore reversed, with directions that a peremptory writ of mandamus issue in accordance with the prayer of the relator. It is so ordered.

Crownhart, J., took no part.

NOTE.

Stockholders' right to inspect books and records of the corporation is the subject of the annotation following. OTIS-HIDDEN Co. v. SCHEIRICH, post,

24.

Corporation

Statement by Wolcott, Ch.: William Theile, plaintiff in error, filed his petition in the superior court, sitting in and for New Castle county, against Cities Service Company, defendant in error, seeking to compel the defendant to admit hin to an inspection of its stock ledgers. A writ of mandamus was prayed against the company, "commanding it to permit your petitioner, his agents and attorneys, to inspect and make copies of the original or duplicate stock ledgers of the said company, containing the names and addresses of the stockholders and the number of shares held by them respectively, such inspection and copies to be made during the usual hours of business."

An alternative writ of mandamus was issued, and the defendant made return thereto. For the present purpose, it is sufficient to state in condensed form only those facts averred in the return, which are material to the issue before us. These facts are that the Cities Service Company has a large outstanding capital stock, viz., 422,447 shares of common stock of the par value of $100 each; 765,871 shares of the preferred stock of the par value of $100 each, and 280,620 shares of preference B stock, of the

par value of $10 each; that these shares are held by approximately 26,000 shareholders; that the petitioner is the owner of one share of the preferred stock, he having become the record owner of the same on November 20, 1919; that the market value of the one share of petitioner's stock at said time was about $70; that petitioner is engaged in the business of procuring and selling, for his own individual gain and profit, lists of the names and addresses of the stockholders of various corporations; that he is not a broker, and is not engaged in the business of buying and selling the stocks of the defendant corporation; that he desires to inspect the books in question, "not for the purpose of acquiring any information as to any matter or thing relating to his interest as a stockholder in this corporation, or for the protection of the same, but for the sole purpose and with the sole intention of selling, for his own individual gain and profit, copies of the lists of names and addresses of the stockholders of this corporation, to other persons, to be used by said persons in circularizing the public in the effort to sell stocks of other corporations; " that petitioner purchased the one share he owns for the sole purpose

of securing said lists as aforesaid, and for the purpose of selling the same; that the petitioner's motive is, therefore, "illegitimate, sinister, unreasonable, without a laudable purpose or object to accomplish, and so highly improper as to constitute a clear abuse of the right intended to be covered by the statute, rather than a clear exercise thereof; and if his application is granted, it will be detrimental to the interest of this corporation, and to the interest of the individual stockholders thereof."

It appears from the petition that the petitioner made his first demand upon the company for an inspection of its stock ledgers on December 4, 1919.

The petitioner moved to quash the return to the alternative writ, and the denial of this motion is the alleged error which the petitioner seeks to have this court correct.

The statutory provision upon which the petitioner relies is § 29 of the General Corporation Law of this state. This section is published in the Revised Code of 1915 as § 1943, and is as follows: "1943. Sec. 29. Voting List of Stockholders; Preparation; Inspection; Refusal to Produce; Penalty; Voting Powers of Security Holders.-After the first election of directors no stock shall be voted on at any election which shall have been transferred on the books of the company within twenty days next preceding such election, and it shall be the duty of the officer who shall have charge of the stock ledger to prepare and make, at least ten days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order. Such list shall be open at the place where said election is to be held for said ten days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present. Upon the neglect or refusal of the said directors to produce such list at any election

they shall be ineligible to any office at such election. The original or duplicate stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or the books of the company, or to vote in person or by proxy, at such election. The original or duplicate stock ledger containing the names and addresses of the stockholders, and the number of shares held by them, respectively, shall, at all times, during the usual hours for business, be open to the examination of every stockholder at its principal office or place of business in this state, and said original or duplicate stock ledger shall be evidence in all courts of this state."

Messrs. Daniel O. Hastings and Ayres J. Stockly, for plaintiff in er

ror:

The statutory right is absolute, and therefore the peremptory writ of mandamus should have issued to enforce that right.

Bay State Gas Co. v. State, 4 Penn. (Del.) 238, 56 Atl. 1114; People ex rel. Lorge v. Consolidated Nat. Bank, 105 App. Div. 409, 94 N. Y. Supp. 173; Swift v. State, 7 Houst. (Del.) 338, 40 Am. St. Rep. 127, 6 Atl. 856, 32 Atl. 143; Thomp. Corp. 2d ed. § 4516; Johnson v. Langdon, 135 Cal. 624, 87 Am. St. Rep. 156, 67 Pac. 1050; Cincinnati Volksblatt Co. v. Hoffmeister, 62 Ohio St. 189, 48 L.R.A. 732, 78 Am. St. Rep. 707, 56 N. E. 1033; State ex rel. Beaty v. Guarantee Mfg. Co. 103 Wash. 151, 174 Pac. 459; Kimball v. Dern, 39 Utah, 181, 35 L.R.A. (N.S.) 134, 116 Pac. 28, Ann. Cas. 1913E, 166; Schmidt v. Anderson, 29 N. D. 262, 150 N. W. 871; Maremont v. Old Colony L. Ins. Co. 189 Ill. App. 231; Baumrucker v. Jones, 172 Ill. App. 188; Murray v. Walker, 156 Ky.. 536, 161 S. W. 512, Ann. Cas. 1915C, 363.

No facts are alleged in the return which would warrant the court in denying the writ, whereas here there is a clear legal right given by statute.

Venner v. Chicago City R. Co. 246 Ill. 170, 138 Am. St. Rep. 229, 92 N. E. 643, 20 Ann. Cas. 607; State ex rel. Costelo v. Middlesex Bkg. Co. 87 Conn. 483, 88 Atl. 861; Cobb v. Lagarde, 129 Ala. 488, 30 So. 326; 18 R. C. L. § 103, p. 182; Ellsworth v. Dorwart, 95 Iowa, 108, 58 Am. St. Rep.