Capitol Petroleum Co. v. Haldeman

• Decision Date: 05 May 1919
• Docket Number: 9541.
• Citation: 66 Colo. 265,180 P. 758
• Parties: CAPITOL PETROLEUM CO. et al. v. HALDEMAN.
• Court: Colorado Supreme Court

180 P. 758

66 Colo. 265

CAPITOL PETROLEUM CO. et al. v. HALDEMAN.

No. 9541.

Supreme Court of Colorado

May 5, 1919

Department 3.

Error to District Court, City and County of Denver; Henry J Hersey, Judge.

Mandamus by I. Haldeman against the Capitol Petroleum Company and others. Peremptory writ granted, and defendants bring error. Affirmed.

John G Powell and Geo. Q. Richmond, both of Denver, for plaintiffs in error.

H. A Calvert and C. A. Prentice, both of Denver, for defendant in error.

ALLEN, J.

This is a suit in mandamus brought by I. Haldeman, hereinafter referred to as the plaintiff, against the Capitol Petroleum Company and its president and secretary, as defendants. The trial court, upon a hearing, granted to the plaintiff a peremptory writ of mandamus, as prayed for, requiring the defendants to issue and deliver to the plaintiff certificates of stock for 155,000 shares of the capital stock of the defendant company. The defendants bring the cause here for review.

The record shows that the defendant company took over and acquired from the Western Wyoming Oil Company all of the leases and other property owned and held by the latter, under an agreement whereby the stockholders of the last-named company were to surrender their stock to the defendant company and receive from it one share of stock in the Capitol Petroleum Company for each share of stock owned in the Western Wyoming Oil Company, the certificates for which should be transferred and delivered to the defendant company according to the agreement. The plaintiff was one of the stockholders of the Western Wyoming Oil Company. It is conceded that she owned 225,000 shares of stock in that company; that she had surrendered to the defendant company the certificates evidencing the title to such stock, for the purpose of demanding and securing a like number of shares in the Capitol Petroleum Company; and that she demanded such shares in the above-named defendant company. The defendants recognized her ownership of the shares or certificates surrendered or delivered, and those demanded in place thereof, and her right to receive the certificates in the defendant company, which were demanded. Pursuant to such recognition, the defendants issued to plaintiff 70,000 shares of the capital stock in the defendant company, and gave her receipts showing that they had received from her the balance of the 225,000 shares of stock in the Western Wyoming Oil Company, the balance being 155,000 shares. Each of these receipts recited, after acknowledging the number of shares of stock in the above last-named company surrendered by plaintiff and received by the defendant company, that 'an equal number of shares of the Capitol Petroleum Company will be issued.'

The evidence fails to disclose any sufficient reason why the defendants should not issue to the plaintiff certificates for 155,000 shares of the capital stock in their company. The defendant company, having taken over all the assets of the Western Wyoming Oil Company, took over the plaintiff's share in such assets. The evidence not only fails to sustain but it disproves, the allegation in the defendants' answer that plaintiff's certificates of stock in the Western Wyoming Oil Company were 'spurious and fictitious.' The stock, evidenced by such certificates, had been issued to the plaintiff prior to the time at which the defendant company took over the property of the Western Wyoming Oil Company. The evidence amply shows that the plaintiff has a clear right to have issued to her, and to receive, the certificates demanded from defendants and sued for.

The principal question presented for our determination is whether or not the plaintiff is entitled to relief by invoking the writ of mandamus. Section 341 of the Code of 1908 provides as follows:

'The writ of mandamus may be issued, in the manner provided in this chapter, and not otherwise, by any court of record or upon the order of any judge thereof, to an inferior tribunal, corporation, board, officer or person, to compel the performance of an act which the law specially enjoins as a duty resulting from an office, trust or station, or to compel the admission of a party to the use and enjoyment of a right or office to which he is entitled, and from which he is unlawfully precluded by such inferior tribunal, corporation, board, officer or person.'

The relief sought by the plaintiff in the instant case comes within the section above quoted. The Legislature expressly provided that the writ of mandamus shall lie against private corporations and their officers. Section 850, R. S. 1908, provides that----

'Shares of stock * * * shall be deemed personal property and transferable as such in the manner provided by the by-laws.'

The by-laws of the defendant company show that----

'Transfers of stock shall be made only upon the books of the company, upon indorsement and surrender of certificates for stock transferred, * * * and no person shall be recognized as a stockholder except as may be of record upon the books of the company.'

Under the facts recited in this opinion, the plaintiff is entitled to the rights of, and to be regarded as, a stockholder in the defendant company, and as one holding and owning 155,000 shares thereof. The plaintiff, as such stockholder, was and is entitled to receive from the defendants certificates of stock representing her interests in the corporation. 1 Cook on Corporations (7th Ed.) § 61; 2 Clark & Marshall on Private Corporations, 1335. It was therefore unquestionably the duty of the defendant company and its proper officers to issue and deliver such certificates to her, and to record her ownership of shares in the book containing a list of stockholders and the number of shares held by each, which book is provided for in section 870, R. S. 1908. The peremptory writ of mandamus granted by the trial court was one 'to compel the admission of a party to the use and enjoyment of a right * * * to which he [or she] is entitled, and from which he [or she] is unlawfully precluded by such * * * corporation, * * * officer or person,' within the meaning of the Code section on mandamus, hereinbefore quoted. The plaintiff being deprived of the issuance and possession of the certificates of stock in question, was thereby deprived of evidence of the shares owned by her, and prevented from being listed as a stockholder upon the books of the company, all of which precluded the exercise of her right to vote and participate in the management of the corporation and to share in the dividends. Under similar Code provisions relating to mandamus, and under statutory provisions similar to those of this state, relating to corporations, it has been held...