from pursuing his calling by the regularly constituted authorities in the association, it was considered good cause for quashing the writ.'

The same principle applies to business and benevolent or religious associations with respect to the removal of members. If the expulsion has taken place by the regularly constituted authority in pursuance of the methods provided in the by-laws which have been subscribed by the members and become a part of his contract of membership, a court will not interfere by mandamus unless it appear that the tribunal designated by the corporation has exceeded its authority, or that the bylaw giving such authority is invalid because in conflict with the general law or the charter, or for other reason.2

§ 651. Remedy at law inadequate. Another ground which generally operates to justify a refusal of the writ in such case is the existence of an adequate remedy at law in a suit for damages. And in the case of a religious society, the church authorities, to which the applicant for this species of relief has voluntarily submitted himself by becoming a member, have the best means of judging of the propriety of such member's conduct, and of the sufficiency of the reasons for his expulsion; and after such authorities have acted, courts will generally decline to interfere unless some property right is involved, or some pecuniary loss will ensue, or such authority has been exceeded or used as a cloak for fraud and oppression. Even under these circumstances, it must appear in order to obtain redress by mandamus that an action at law would be unavailing for the purpose.

1 Weber v. Zimmerman, 22 Md. 256.

2 People v. St. Stephen's Ch., 53 N. Y. 103; State v. Hebrew Cong., 31 La.. Ann. 205; People v. Aushei Chesed Cong., 37 Mich. 542; People v. Mus. Mut. Protec. Un., 118 N. Y. 101; 23 N. E. 129; German Ref. Ch. v. Seibert, 3 Pa. St. 282.

§ 652. Mere restriction no ground for interference.— Mere restriction upon the exercise of the rights of membership in a corporation, short of absolute denial of all participation in its affairs, has been held not sufficient ground for interference by mandamus.1

Whether the mandamus will lie to restore one to the benefits of membership, who has been temporarily suspended arbitrarily and without cause, depends upon the question whether the benefits of which he is thereby deprived are susceptible of computation so as to constitute a fair measure of damages in an action at law.2

§ 653. To compel production of corporate books and records. One of the most common cases calling for employment of the remedy is where parties entitled to the possession of the books and documents belonging to the corporation are denied possession, or their production for the purpose of inspection is refused. It is the peculiar and appropriate remedy in such cases. It would, in a majority of such cases, be difficult if not impossible for the aggrieved party to obtain any adequate relief in an ordinary action at law. The old rule undoubtedly was, that it was only to be issued in cases of public interest or having some relation to public offices or rights; but in the time of Lord MANSFIELD a more liberal doc. trine was established, and the writ was used more freely. Its use is now by no means confined to public corporations.3

§ 654. To compel surrender or delivery.-One of the first cases in which it was employed in the case of a

1 Crocker v. Old South Society, 106 Mass. 489. 2 King v. Company of Free Fishers, East, 353. It was granted in the case of a member of a chamber of commerce against the board of directors, to prevent them from depriving him of the benefits of his connection with it. State v. Chamber of Commerce, 20 Wis. 63.

3 Schrivener's Case, 2 Stra. 832; Rex v. Wildman, Id. 879.

private corporation in this country, was to compel the surrender of books illegally withheld, where the clerk and treasurer of a religious society, whose terms of office had expired, refused to deliver the records and papers of the society to their successors in office.1

It was granted for the same purpose, under like circumstances, to a private manufacturing company.2 The fact that the books were purchased by the officer withholding them, with his own private funds, does not constitute a sufficient excuse, since his possession is that of the corporation.3

Where, however, the object of the petition presented by a stockholder was to compel the company to keep its books of account at its principal place of business, and he failed to show any injury by their not being kept there, the writ was refused.*

§ 655. Inspection by stockholders.-The right to have inspection of the books of account, of membership, of minutes and other books kept as records of proceedings and transactions, is one of the clearest rights of members of corporations, generally so declared by statute. Mandamus is the appropriate remedy to compel the custodians of such books and records to give reasonable opportunity for inspection and examination by those entitled to the privilege. Nor is it sufficient ground for a refusal of the writ that they are kept in a particular way, or that they contain, along with the information to which the petitioner is entitled, other information. which he has no right to demand. If the books which the statutes prescribe are not kept, it is the duty of the corporation to permit an inspection of such as they

1 Proprs. of St. Luke Church, etc., v. Ruggles, 7 Cush. 226.

2 American Ry. Frog Co. v. Haven, 101 Mass. 398.

3 State v. Gabel, 3 Vroom, 285.

Pratt v. Meridan Cutlery Co., 35 Com. 36.

do keep for the purpose of recording the transactions, concerning which the stockholders have a right to be informed.1 The right of inspection and to mandamus to enforce it given by state law was held to apply to shareholders in national banks, and not to be curtailed by, nor to be in conflict with, the national bank act.2

If a statute giving to stockholders a right of inspection does not specifically name the books to be exhibited, but refers to the entries which they must contain, a mention at the time of the request to inspect the stock book and record book sufficiently indicates the books referred to in the statute, and which it is the duty of the company to keep.3

§ 656. What must appear to authorize the writ.-In order to entitle a party to the writ he must make it appear that some substantial interest is involved, as it will not be granted to gratify idle curiosity or to enforce a mère naked right. But if the petition show a prima facie case of fraud, and the inspection is desired by the stockholder to enable him to obtain information for the

1 People v. Pac. Mail S. S. Co., 50 Barb. 280. A right to inspect the books of account of the business of the company does not include a right to inspect the stock ledger in which the transfers of stock are entered, nor vice versa. Lyon v. Am. Screw Co. (R. I.), 17 Atl. Rep. 61. See also State v. Bergenthal, 72 Wis. 314; 39 N. W. 566.

2 Winter v. Baldwin, 89 Ala. 483; 7 So. 734.

8 Kelsey v. Pfaundler, etc., Co., 3 N. Y. S. 723; 51 Hun, 636. And where the statute imposes a penalty upon the corporation for denying the request, the fact that an inspection was allowed and had subsequently and that no injury resulted to the party does not bar a recovery of the penalty. Id. Under the Wisconsin statute the right of inspection is not limited to the stock books, but extends to those containing the general account. State v. Bergenthal, 72 Wis. 314; 39 N. W. 566. A denial by respondent corporation of sufficient knowledge concerning plaintiffs' ownership of stock to form a belief does not put in issue the positive allegations of the bill. People v. Paton, 20 Abb. N. C. 195.

4 People v. Walker, 9 Mich. 328; Hatchby v. City B'k of New Orleans, 1 Rob. La. 470; Phoenix Iron Co. v. Com., 113 Pa. St. 563; 6 A. 75; King v. Merchant Tailors' Co., 2 Barn. & Ad. 115.

purpose of obtaining relief against the fraud, he will be entitled to the writ.1

The principal facts required to be shown are, that the petitioner has a clear legal right to make the examination and inspection; that he has some beneficial interest and object in view; that the law affords him no adequate redress for the injury resulting from the refusal; and that he has made a proper demand upon the proper parties having the records in custody. Such demand must be made at a fitting time and place.'

§ 657. Whether definite purpose must be shown.—There is a lack of harmony, or rather of definiteness, in the authorities with respect to a stockholder's right to inspect the books of the corporation--whether the right is absolute so as to entitle him to exercise it at all times without explaining his purpose to those in charge, or dependent upon the existence of a proper and definite purpose. In case of refusal to allow an inspection, the right to the writ may often depend upon the view which the court takes of this question. In several cases it is held that the right to inspect is absolute, and that the custodian of the books has no right to refuse unless there is an improper motive for the demanded inspection known to him. In an Alabama case, the court reasoned that "the shareholder is not required to show any reason or occasion rendering an exami

1 Phoenix Iron Co. v. Com., 113 Pa. St. 563.

2 People v. Walker, 9 Mich. 328; King v. Wilts Canal Co., 3 Ad. & E. 477. It was held that a demand by plaintiff's attorney was not sufficient. People v. U. S. Mer. Rep. Co., 20 Abb. N. C. 192. When it is uncertain which of two agents is the transfer agent, plaintiff is entitled to the writ against both. People v. Paton, 30 Abb. N. C. 195. An answer offering to buy the stock of the relator is entirely irrelevant. State v. St. L. & S. F. Ry. Co., 29 Mo. App. 301. An answer admitting that plaintiff is the owner of the shares but, denying that he was entitled to possession of the certificate, held to be evasive, and that it did not controvert the positive allegation in petitioner's affidavit as to his ownership of stock. Martin v. William J. Johnson Co., 12 N. Y. S. 844.