Machen v. Machen & Mayer Electrical Mfg. Co.

Citations

• 237 Pa. 212
• 85 A. 100
• 1912 Pa. LEXIS 920

Syllabus

<p>Corporations — Directors—Right to inspect boohs.</p> <p>1. A director has the unqualified right to inspect the books of the corporation and all that he need show to entitle him to an inspection is that he is a director of the company, that he has demanded permission to examine and that his demand has been refused.</p> <p>Mandamus — Corporations—Foreign corporations — Directors— Duties of directors- — Right to inspect boohs — Alternative writ— Answer.</p> <p>2. A writ of mandamus lies against locally resident directors and officers of a foreign corporation which is registered and has its plant and principal office and all its books in this State, requiring them to permit a petitioner who is a director in the company to inspect its books and papers, for the purpose of enabling him to perform his duties as director.</p> <p>3. In such a case, it is not a justification for refusing plaintiff’s request that prior to his last election as director, he had neglected his duties as an officer of the corporation, interfered with its management, and promoted a competing company, of which he was president; and that there was no allegation of wrong doing on the part of the defendants.</p> <p>4. The exercise of the power of mandamus in such a case is not an interference with the management of the internal affairs of a foreign corporation, and it is the only adequate remedy to enforce a manifest right, where the books desired and the directors haying custody of them are within the jurisdiction of the court, and a foreign court can not grant the relief.</p>