Boardman v. Marshalltown Grocery Co.

• Decision Date: 14 May 1898
• Citation: 75 N.W. 343,105 Iowa 445
• Parties: H. E. J. BOARDMAN, Appellant, v. THE MARSHALLTOWN GROCERY COMPANY, C. M. CARR its President, and D. T. DENMEAD its Secretary
• Court: Iowa Supreme Court

75 N.W. 343

105 Iowa 445

H. E. J. BOARDMAN, Appellant, v. THE MARSHALLTOWN GROCERY COMPANY, C. M. CARR its President, and D. T. DENMEAD its Secretary

Supreme Court of Iowa, Des Moines

May 14, 1898

Appeal from Marshall District Court.--HON. G. W. BURNHAM, Judge.

SUIT in equity to prevent defendants from secreting their stock book and ledger, and from putting any obstacle in the way of the plaintiff's examining the same, and to compel defendants to deliver said books for inspection; to compel defendants to post up in their place of business the amount of stock paid in, the amount subscribed, the amount of the indebtedness of the corporation, a copy of its by-laws, and the names of its officers; and for damages for the denial of plaintiff's right to inspect the books. In addition to a denial and certain affirmative defenses, which need not be specifically mentioned, the defendants made a tender or offer to confess in these words: "That without conceding the legal right of the plaintiff to see the books and the statutory posted matter, and without confessing any of the allegations of the petition, but affirming all the allegations in the answer heretofore filed, states that, in view of the fact that all litigation between the parties hereto has been settled, the defendants now here tender to said Boardman the right to examine the copy of the stock book and see the statutory matter posted, all of which is on exhibition at the principal office of the defendants, in Marshalltown, Iowa and offer to pay all costs of suit up to this time. Wherefore defendants ask to be discharged with their costs." The case was tried to the court, resulting in a decree dismissing the plaintiff's petition, and taxing all the costs made prior to the filing of the offer to confess, to defendants, and all costs made subsequent to that time to the plaintiff. Plaintiff appeals.

Affirmed.

C. H E. Boardman for appellant.

Binford & Snelling for appellees.

OPINION

DEEMER, C. J.

The pleadings are very voluminous, and but enough of them, in addition to what precedes, need be stated to show the points involved. The Marshalltown Grocery Company, appellee, is a corporation for pecuniary profit, organized under the general incorporation laws, with its principal place of business at Marshalltown. At the time the difficulties which lie at the foundation of this suit arose, it was occupying a building belonging to appellant as a sub-tenant. While some litigation was pending between appellant and this appellee, he (appellee) requested of the officers of the corporation an inspection of its stock book or stock ledger. This request was denied him, because, among other things, it was claimed that the book was in the possession of the then secretary who was a resident of Oskaloosa. Plaintiff thereupon commenced this suit. Thereafter, and subsequent to the filing of an answer by the defendants, plaintiff procured an attorney at Oskaloosa to make an inspection of these books. This attorney made the necessary examination, and reported the facts to his client. For this work the attorney made a charge, which will be hereafter referred to. The plaintiff thereupon amended his petition, and asked that appellee be required to post a copy of its by-laws, etc., as required by statute. Other pleadings followed which need not be referred to in detail; and on March 9, 1896, nearly two months after the original action was commenced, plaintiff made a written demand upon the corporation for the right to inspect its stock book, and for information as to its by-laws, etc., which demand appellant charges, in an amendment filed March 11, 1896, was not complied with. In this amendment plaintiff also asked damages for being denied the right of inspection. Various pleadings followed until August 28, 1896, when defendants filed the tender or offer to confess hereinbefore set out. The case was tried as in equity, and, while there were several rulings on motions and demurrers of which appellant complains, yet, as the case is triable de novo, they will be disposed of by what is said touching the merits of the case.

The statute (section 1078 of the Code of 1873) seems to give any person desiring it the right to inspect the stock book or ledger of a corporation organized for pecuniary profit. See also, Ellsworth v. Dorwart, 95 Iowa 108, 63 N.W. 588. The same Code also provides (section 1076 and 1077) that all such corporations shall keep posted in their principal place of business, and subject to public inspection, a copy of the by-laws, with the names of all of its officers appended thereto, a statement of the amount of capital stock subscribed, of the amount actually paid in, and the amount of the indebtedness in a general way, which statement must be corrected as often as any material changes therein take place in relation to any part of the subject-matter. These last requirements are primarily for the benefit of the public. Des Moines Nat. Bank v. Warren Co. Bank, 97 Iowa 204, 66 N.W. 154. They are also for the special benefit of those who desire to deal with the corporation, and have an interest in knowing the truth relating to the matters required to be posted. When either inspection...