Brown v. Cent. Home Trust Co.
| Decision Date | 23 November 1942 |
| Docket Number | No. 243.,243. |
| Parties | BROWN v. CENTRAL HOME TRUST CO. |
| Court | New Jersey Supreme Court |
Proceeding by Florence Brown for a writ of mandamus to compel the Central Home Trust Company to permit relator to examine the list of respondent's stockholders.
Peremptory writ awarded.
May term, 1942, before CASE, DONGES and COLIE, JJ.
Stanley W. Greenfield, of Elizabeth, for relator.
Martin P. O'Connor, of Elizabeth, for respondent.
This is an application for a writ of mandamus to compel the corporate respondent to permit the relator, a stockholder of the corporation, to examine the list of stockholders of the respondent.
The respondent is a banking corporation and the statute, R.S. 17:4-52, N.J.S.A. 17: 4—52, provides:
No decisions under this statute are cited, but the provisions are similar to those of the general corporation act, R.S. 14:5-1, N.J.S.A. 14:5-1: "Every corporation of this state shall keep at its principal office the transfer books, in which the transfer of stock shall be registered, and the stock books, which shall contain the names and addresses of the stockholders and the number of shares held by them respectively, open at all times during the usual hours for business to the examination of every stockholder, and for the transfer of stock."
The principles that govern a stockholder's right to examine the books of a corporation have been laid down in the cases. "It seems clear that a stockholder is entitled to examine the books of the company unless it be shown that the examination is not sought in good faith and for some ulterior motive." Vernam v. Scott, 171 A. 171, 172, 12 N.J.Misc. 177. "The common law recognized the right of a stockholder to inspect the books of a corporation where the application is made in good faith and is germane to his rights as a stockholder." Feick v. Hill Bread Co., 91 N.J.L. 486, 103 A. 813, 814.
We are of the opinion that bad faith has not been established and that there is a reasonable showing of good faith on the part of the relator. It appears that the respondent bank entered into certain agreements with a title guaranty and...
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