Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1922-03-17
Deny Right Edwards
Mill Sto kholder
to Inspect Books Co.

Associate Justice Albert NJ. Spear
Of the supreme judicial court Thurs
day denied the issuance Of a peremp-
tory writ in the case Of Joseph G.
Dryer Of Boston against Milton o.
Dean. clerk Of the Edwards Manufac-
turing company Of Augusta to per-
init Dryer. a stakeholder of the COM
pany, tosinspect the stock books and
the records Of the Edwards Corpora
ton.
The request to 80 inspect the stock
! books and records was refused, hence
the filing of the petition for a writ
OF mandamus. Frank e. Southern
of the firm of Mclean. Fegg &
|! Southland appeared as counsel for
the plaintiff and John E. Nelson OF
the firm of Andrews, Nelson & Gard
liner for the defendant.
Justice Spears Decision
The decision Of Associate Justice
Spear is as follows:
ar. S., Chapter 81, Sec. % provides
that all corporations, existing by
laws Of this State, shall have clerk
and q fixed place where the books and
| records shall be kept. and also books
showing a complete list of the stock
holders, their resources and amount
of stock held by each. There follows
in the same section the provision
strictly pertinent to the matter in
| issue, namely: Such records and
| stock book shall be open at all rea-
| sonable hours to the inspection of
| persons interested, who may take
| copies and minutes therefrom of such
| parts as concern their interest, and
have them produced in court on trial
! Of an action in which they are inter-
ested.'
Under this statute the petitioner
and take copies of the list of/stock
holders. -
"My Interpretation of the statute
is that any stockholder, seeking the
statutory privilege must comply with
the statutory requirement and show
that he Is person interested and
. that the copies and minutes con-
Germ his interests I am o. the opin-
ion that the statute means that a
person holding a share or shares of
| stock must have not only prima
| facie interest manifested by the hold
ing Of share but an actual interest
in the desire and purpose for obtain
| ing copies and minutes.
| 1.-The mere fact that a person is a
stakeholder may make him per
| son Interested and minutes and
copies may concern his interest But
the prima facie interest manifested
by holding shares of stock may be re-
: butted by showing that the holder
has no interest in the stock he holds
or in the desire and purpose for
/ which he seeks copies and minutes.
| But if the prima facie interest of
a share holder. manifested by the
mere holding of a certificate of stock
IN his own name, Is not REPUTABLE by
evidence offered by the respondent
officer. yet when the petitioner and
stakeholder seeks mandamus by viz
tue of being a stakeholder. and dis
closes by his own testimony that he
does not own the stocks; that he
has no interest in the: stock or cor
poration issuing 1t: that he has not
paid any consideration whatever for
it; that it was simply placed in his
name by broker; that he is trying
TO procure an inspection of the books
and list of the stockholders solely
for the benefit Of the brokers and not
! for himself, or because of any inter-
est he has either in the stock or the
1 corporations; that the stock is en-
dorsed in blank for delivery to the
brokers from whence he received it:
that he was mere dummy for the
party from whence he received the
| stock whose interest ceased with the
/ hearing.
Il am Of the opinion that the stat
ute as matter of law does not war
rant such a procedure. The petition
says first That he is a stakeholder
Of the Edwards Manufacturing Com
pany.' This is the only ground on
which he demands the inspection
and lists. AS before said. the fact
that he is n stakeholder may be prima
facie evidence of his interest But I
hold that the statute requires that
however manifested an interest must
be proved in order to authorize la de-
mand of the statutory privileges.
4 "The gravamen Of the statutory
requirement is that Of a person in
terested.' 1t is not that he shall be
stockholder. Being stakeholder
merely proves the prima facie inter-
est. And if he undertakes to prove
his interest by virtue OF being
stakeholder he is confined to proof
of interest in himself manifested by
the stock which. per Sc. may prove a
prima facie evidence in himself, to
prove any interest whatever in some
other person. Consequently when
by his own testimony he proves an
interest in some other person and
none in himself, he is not within the
pale of the statute.
1.-The only way in which Dryer. as
petitioner. gets into court. is by vir-
tue Of owning stock. He is the party
in whose favor the judgment and
writ must issue, on the statutory
ground that he is AN interested per-
SON when as matter of fact he re-
pudiates any interest whatever. The
interested party Is Shay. 1t seems to
+ THe-ft-would- be an anomalous con-
struction OF this statute to hold that
Shay. the party in interest, interest
being the only ground for issuing the
writ, should be permitted to obtain
mandamus in the name of Dryer, who
has no interest whatever H. the mat
tiers upon which the statutory juris-
diction is based.
Il attach and make it part OF my
finding so much Of the petitioners
testimony as relates directly to the