Opinion
October 14, 1959
Harry D. Mencher for petitioner.
Leonard I. Schreiber for respondents.
Wickes, Riddell, Bloomer, Jacobi McGuire for supplemental respondent.
This is a motion for supplemental relief in connection with a proceeding brought to permit the inspection of corporate books by a stockholder pursuant to section 113 of the Stock Corporation Law. The original proceeding was directed against Seminole Oil Gas Corporation and its named officers as respondents. These respondents consented at that time to the granting of the application to the extent that the petitioner be allowed to examine the stockbooks and to make extracts and copies thereof and accordingly the application was granted and an order was signed and entered on September 18, 1959 which, among other things, directed that the inspection might be made at the option of the petitioner at the office of the corporation in New York City or at the office of its transfer agent, The Corporation Trust Company at 120 Broadway, New York City, on any weekday, not a holiday, between the hours of 1:00 P.M. and 4:00 P.M., and from time to time until the date of the next annual meeting of the stockholders. It now appears that the abstracts from such corporate books desired to be made by the petitioner is a list of the names and addresses of the stockholders of record. The order of September 18, 1959 permitted the making of extracts and copies of said books. It further appears that there are over one thousand stockholders of record with addresses in many States and that the transfer agent, The Corporation Trust Company, has an office procedure set up and available by which a certified list of such stockholders and addresses could be furnished without great difficulty at the expense of the petitioner. Such transfer agent has signified its willingness to furnish such list upon the payment of the expense thereof by the petitioner but has refused to do so by express direction of the respondents. The only opposition stated by the respondents is that such a procedure would be in effect compelling the respondents to perform the labor necessary to furnish the list and that such relief cannot be given under section 113 of the Stock Corporation Law. This court disagrees with this contention. Where, as in this case as admitted on the argument, a transfer agent is equipped with modern business equipment which would produce the extracts with little inconvenience and such transfer agent is willing to produce such extracts upon payment of its expenses by the petitioner, the respondents will not be permitted to prevent the taking of such abstracts by arbitrarily refusing permission to its agent to furnish the extracts and thus forcing the petitioner to expend endless time and money in making them.
The motion is granted to the extent that a supplemental order will be made directing the respondents Seminole Oil Gas Corporation and its officers to grant its permission to its transfer agent, The Corporation Trust Company, to furnish to petitioner a certified list of the stockholders of said corporation with their addresses.
Settle order on notice.