Opinion
January, 1906.
M.E. Harby, for appellant.
David J. Wagner, for respondent.
This is an action for statutory damages for the refusal of defendant, a foreign corporation, to permit plaintiff, a stockholder, to inspect its stock-book. It was shown that plaintiff called at defendant's office in this city and saw a person who stated that he was, and who appeared to be, in charge of the office and who further stated that the defendant's books were kept there, but refused to lot plaintiff inspect them. It was conceded that the office at which plaintiff called was that of defendant and we think that, under the circumstances, the plaintiff made out a prima facie case of refusal. The statute does not specify of whom the demand for an inspection of the stock-book shall be made, further than to provide that it shall be kept in the office of the company and shall be open daily, during business hours, for inspection by those authorized to inspect. A stockholder has done all that he can do when he has gone to the office and made demand upon the person apparently in charge that an inspection be permitted. It would be to nullify the law to require him to go further and prove, in the first instance, that the individual to whom he made application bore any particular relation to the company. If, for any reason, the person thus applied to did not represent the company, it would be easy for the defendant to show that fact. It is argued that section 53 of the Stock Corporation Law (L 1890, chap. 564, as amd. L. 1897, chap. 384) is unconstitutional because it imposes a more severe penalty upon a foreign corporation than is imposed for the same offense upon a domestic corporation. This contention seems to be untenable. Section 29 of the Stock Corporation Law subjects a domestic corporation, for a refusal to exhibit the stock-book, to the payment of fifty dollars "and all damages resulting to him (the stockholder) therefrom." Section 53, for the same refusal, subjects a foreign corporation to the payment of one sum of $250, and says nothing about any other damages. The effect of this seems to me to be merely that, in the case of a domestic corporation, the damages are left unliquidated; while, in the case of a foreign corporation, they are liquidated by the statute; but, in both cases, the provision is for the recovery of damages. Cox v. Island Mining Co., 65 A.D. 514.
BLANCHARD and DOWLING, JJ., concur.
Judgment affirmed, with costs.