Hagan v. Fairfield
| Decision Date | 15 August 1960 |
| Parties | Evert L. HAGAN, Petitioner and Appellant, v. Joseph W. FAIRFIELD et al., Defendants, Joseph W. Fairfield, Respondent. Civ. 24319. |
| Court | California Court of Appeals Court of Appeals |
Evert L. Hagan, appellant, in pro. per.
Ethelyn F. Black and Max H. Gerwirtz, Los Angeles, for respondent.
Petitioner sought a writ of mandate compelling respondents to 'recognize' an assignment to him of a certificate representing a share of stock in Benedict Heights, Inc.; to record the assignment on the books of the corporation; to issue a new certificate, representing such share, in his name; and to permit him to examine the books and records of the corporation. Respondents were Joseph W. Fairfield, Vid Rosner and Marion Benjamin. The petition was dismissed as to Rosner and Benjamin, and an alternative writ was issued as to respondent Fairfield only. He filed points and authorities in opposition to the granting of a peremptory writ and made a motion for an order quashing the alternative writ and denying the peremptory writ. The motion was granted, and an order was entered quashing the alternative writ and denying the peremptory writ.
In a notice of appeal filed by petitioner, he states that he appeals from the order denying his petition for a writ of mandamus. In his brief he states: 'Appellant is appealing solely from the denial of his petition for a Writ of Mandamus to compel an inspection of the books and records of Benedict Heights, Inc.'; and that he does not appeal from the denial of his petition for registration of the share of stock. It will be assumed that his appeal is limited as stated in his brief.
Respondent Fairfield contends that the order denying the writ was proper for the reason, among others, the petitioner was not a registered shareholder. Section 3003 of the Corporation Code provides, in part, that certain books and records of a corporation shall be open to inspection by a shareholder upon the written demand of any stockholder for a purpose reasonably related to his interest as a shareholder. Section 103 of that coee defines a shareholder as a "holder of record of shares" or a "shareholder of record'.' Petitioner did not allege in his petition that he is a holder of record of a share in the corporation or that he is a shareholder of record therein. His allegations in the petition, with respect to his alleged ownership of stock in the corporation, are as follows: In 1959, petitioner purchased from Robert Q. Ahlstrom stock certificate No. 36, representing one share of stock of Benedict Heights, Inc., which certificate had been duly issued to Ahlstrom; at the time of said purchase, petitioner paid Ahlstrom $50, representing the agreed purchase price of the share, and Ahlstrom endorsed said certificate to, and delivered it to, petitioner; about Amrch 10, 1959, petitioner made written demand upon respondents Fairfield, Rosner, and Benjamin that said certificate be registered on the books of Benedict Heights, Inc., and that 'petitioner be permitted a shareholder's inspection of the books and records of said Corporation'; each of said respondents refuses to register, or cause to be registered, said share on the corporate books, and refuse to permit petitioner to inspect the corporate records.
The allegations of the petition for a writ of mandamus (other than those above set forth regarding ownership of a share) are shown in a footnote. 1
Since the Corporation Code provides that records of a corporation shall be open to inspection by a shareholder, and since that code also provides that a shareholder is a holder of record of shares or a shareholder of record, and since the petition herein does not allege that petitioner is such a shareholder, it is apparent that the petition has not alleged a proper basis for issuing a writ of mandamus.
Appellant argues that Fairfield, by wrongful refusal to register the stock, was estopped to rely upon 'non-registration' as a defense. The petition does not allege that Fairfield was the secretary or an officer of the corporation, or that it was his duty to register the stock. It is to be noted that the petition did allege that since 'about 1952 all of the corporation's activities have been performed by Fairfield acting as managing agent of the corporation without any authority. In other words, the petition does not allege facts showing that Fairfield was such an officer that his refusal to register the stock would be wrongful, but, on the contrary, the petition alleges that Fairfield was acting as managing agnet without any authority. Fairfield was not estopped to assert that the petition was insufficient in that it did not allege that petitioner was a registered shareholder.
Petitioner herein (appellant) asserts further that the trial court considered the file and the reporter's transcript in the...
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Ramirez v. Gilead Scis., Inc.
...a "holder of record of shares," lacks standing to demand inspection under section 1601. ( §§ 185, 1601 ; see Hagan v. Fairfield (1960) 183 Cal.App.2d 703, 704-705, 7 Cal.Rptr. 248 [reaching same conclusion under predecessor statutes]; Farrington v. Fairfield (1961) 194 Cal.App.2d 237, 239, ......
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Hagan v. Fairfield
...of the stock. The denial of the relief with respect to the subject of the inspection of records was affirmed in Hagan v. Fairfield, 183 Cal.App.2d 703, 7 Cal.Rptr. 248. But, in any event, the present suit was filed on April 7, 1959, whereas the proceeding in mandamus entitled Hagan v. Fairf......
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Fairfield v. Hamilton
...corporation. Appeals resulted from a number of these proceedings, including Hagan v. Gardner, 9 Cir., 283 F.2d 643; Hagan v. Fairfield, 183 Cal.App.2d 703, 7 Cal.Rptr. 248; Farrington v. Fairfield, 194 Cal.App.2d 237, 16 Cal.Rptr. 119; and Hagan v. Superior Court, 53 Cal.2d 498, 2 cal.Rptr.......