a demand may be too broad according to the circumstances,62 and it would seem that a stockholder should be specific in stating what books he wishes to examine. § 2827. Refusal. Compliance with a statutory requirement is excused when prevented by an exercise of governmental authority,63 and it has been held, in accordance with this rule, that a corporation could not be required to produce its books for inspection when they were in the custody of the federal courts, having been taken under a subpoena duces tecum.6 64 Also, when a corporation relies upon a decision of a superior court, and refuses to allow inspection, it cannot be held liable for a statutory penalty because of such refusal, even though the decision in question is afterwards reversed by a higher court.65 But a corporation cannot avoid inspection by claiming that to allow it would cause great inconvenience and pecuniary loss, and by offering to permit such inspection at some time in the future.66 Neither can it offer to give extracts or copies from its books, or offer to have them inspected by another person, such as an expert.67 Also, an offer to purchase the stockholder's shares is of no avail,68 and even the fact that it is contended that the stock of the stockholder has been sold, there being an action pending to compel its transfer, will not operate to justify the denial of the right of inspection.69 The fact that a stockholder was not present at a meeting, where an opportunity was afforded to stockholders generally to inspect certain books, does not operate as an estoppel of further insistence, and the corporation cannot avoid inspection on such ground.70 § 2828. Sufficiency of refusal. The sufficiency of a refusal to allow inspection is frequently to be determined from the evidence."1 In seeking to avoid inspection, officers have adopted various dila 62 Eldred v. Elliott, 161 Mich. 262, 126 N. W. 219, 17 Det. L. N. 283. 63 Otto v. Franklin's, Inc., 90 N. Y. Misc. 311, 153 N. Y. Supp. 107. 64 Otto v. Franklin's, Inc., 90 N. Y. Misc. 311, 153 N. Y. Supp. 107. 65 Hollaman v. El Arco Mines Co., 137 N. Y. App. Div. 862, 122 N. Y. Supp. 852. 66 Home Guano Co. v. State (Ala.), 69 So. 419. 67 Kuhbach v. Irving Cut Glass Co., tory practices rather than definitely refusing the right. Thus cases have arisen where there has been a reluctance in stating what person has custody of the books, or where they are kept.72 In regard to such practices it may be stated that "indefinite delay in according this right of inspection is equivalent to a denial of it." 78 V. BY WHOM INSPECTION MADE § 2829. In general. The various statutes and constitutional provisions differ as to the persons entitled to inspection, and the right is sometimes conferred upon stockholders alone, sometimes upon stockholders, creditors and their personal representatives, and in some cases upon the public.75 74 Under a constitutional provision providing that certain books of the corporation "shall be kept for public inspection," any shareholder or other person with a laudable object to accomplish, or a real or actual interest upon which to predicate his request for information, is given the right of inspection.76 § 2830. Stockholders and agents-In general. The statutory right of inspection, when granted to stockholders may be regarded as personal,77 but this does not mean that the right is a mere personal 72 See Eldred v. Elliott, 161 Mich. 262, 126 N. W. 219. 73 Cobb v. Lágarde, 129 Ala. 488, 30 So. 326. Refusal exists where stockholder is not accorded the privilege of inspecting the books but is met by evasive statements as to the location of them. People v. Montreal & B. Copper Co., 40 N. Y. Misc. 282, 81 N. Y. Supp. 974. 74 See § 2811, supra. North Dakota Comp. Laws 1913, $4560, confers the right upon stockholders or creditors. Schmidt v. Anderson, 29 N. D. 262, 150 N. W. 871. Under Mills' Colorado Ann. St. § 508, only stockholders and creditors and their personal representatives are entitled to inspection. Butterfly-Terrible Gold Min. Co. v. Brind, 41 Colo. 29, 91 Pac. 1101, judgment reversed Butterfield v. Sullivan, 41 Colo. 155, 92 Pac. 235. 75 Iowa Code, §§ 1076, 1077, providing that the corporation keep posted and subject to public inspection, a copy of the by-laws, a statement of the capital stock subscribed, etc., are primarily for benefit of the public. Boardman v. Marshalltown Grocery Co., 105 Iowa 445, 75 N. W. 343. 76 Louisiana Const. 1879, art. 245 (Const. 1898, art. 273). State v. Citizens' Bank of Jennings, 51 La. Ann. 426, 25 So. 318; State v. New Orleans Gaslight Co., 49 La. Ann. 1556, 22 So. 815. 77 Foster v. White, 86 Ala. 467, 6 So. 88; Boardman v. Marshalltown Grocery Co., 105 Iowa 445, 75 N. W. 343; Clawson v. Clayton, 33 Utah 266, 93 Pac. 729. Under Maryland Code, art. 23, § 5, a stockholder has a right to the information contained in the accounts of the transactions of the corporation, by his own personal inspection, and privilege to be exercised by the stockholder alone. The actual inspection may be made by another person, such as the stockholder's agent or attorney.78 In order to obtain inspection, it must appear that the person seeking the right is in truth a stockholder 79 at the time when inspection is sought,80 and it has been held that the agents of the corporation are entitled to reasonable evidence as to the stockholder's ownership of shares.81 Also if a suit is brought to enforce the right, the he is not required to accept anything else in lieu of such personal examination. Weihenmayer v. Bitner, 88 Md. 325, 45, L. R. A. 446, 42 Atl. 245. 78 Alabama. Foster v. White, 86 Ala. 467, 6 So. 88. Iowa. Ellsworth v. Dorwart, 95 Iowa 108, 58 Am. St. Rep. 427, 63 N. W. 588. Louisiana. State v. Bienville Oil Works Co., 28 La. Ann. 204. New Jersey. Mitchell v. Rubber Reclaiming Co. (N. J. Eq.), 2 Atl. 407. New York. People v. Nassau Ferry Co., 86 Hun 128, 33 N. Y. Supp. 244. Compare People v. United States Mercantile Reporting Co., 20 Abb. N. Cas. 192. Ohio. Cincinnati Volksblatt Co. v. Hoffmeister, 62 Ohio St. 189, 48 L. R. A. 732, 78 Am. St. Rep. 707, 56 N. E. 1033. Utah. Clawson v. Clayton, 33 Utah 266, 93 Pac. 729. The right of the plaintiff to be represented by a duly authorized attorney as incidental to the right of inspection has not been questioned. Powelson v. Tennessee Eastern Elec. Co., 220 Mass. 380, Ann. Cas. 1917 A 102, 107 N. E. 997. 79 Under U. S. Rev. St. § 5210, a person who is not in truth a stockholder in a national bank has no right to demand an inspection of the list of stockholders. Murray v. Walker, 156 Ky. 536, Ann. Cas. 1915 C 363, 161 S. W. 512. 80 Meysenburg v. People, 88 Ill. App. right of the applicant as a stockholder must appear.82 But the fact that the stockholder has not exchanged his certificate of stock for a new issue after the par value has been changed does not make him any the less a stockholder, so as to deprive him of his rights.83 Also, an equitable owner of stock has been held to have an equitable right to examine books, 84 and where a corporation is a mere instrumentality of another corporation, in which all the stockholders of the holding company have an equitable interest, and one stockholder is made. director and president of the subsidiary corporation, he is entitled to inspect the books. In such case, other stockholders are not in the position to deny his rights.85 § 2831. Public accountants and stenographers. In making extracts, or in inspecting books, the stockholder is entitled to have the aid of experts,86 accountants or, stenographers,87 attorneys, or 82 In a bill by a stockholder against a corporation for accounting and relief, an averment that "in or about 1857 the complainant became, ever since has been and now is a stockholder" of defendant corporation "and the owner of 1500 shares, of the par value of $50 each, of the original capital stock of said defendant corporation," is a sufficient statement of complainant's relationship as a stockholder to require the defendant to answer. Foss v. People's Gas Light & Coke Co., 241 Ill. 238, 89 N. E. 351. Granting of mandamus upon affidavit of person that he has power of attorney authorizing examination is improper where such power of attorney is not produced, and no facts are stated inferring authority. Latimer v. Herzog Teleseme Co., 75 N. Y. App. Div. 522, 78 N. Y. Supp. 314, 12 N. Y. Ann. Cas. 9. 83 The fact that a stockholder has rot exchanged his certificates of stock for a new issue after the corporation has changed the par value of its stock pursuant to statute, does not make him any less a stockholder so as to deprive him of the right to enforce the right of inspection of corporate IV Priv. Corp.-48 books under the statute. Laughlin v. Chicago Ry. Equipment Co., 185 Ill. App. 132. 84 A stockholder who is the owner of an equitable interest of nearly onethird of the preferred stock of a corporation has an equitable right to examination of the books to determine her interests. McGeary v. Brown, 23 S. D. 573, 122 N. W. 605. 85 Where a corporation was a mere instrumentality of a bank, in which all of the stockholders of the bank had at least an equitable interest, and the directors of the bank made relator a stockholder, director and president of such corporation, he having the same interest in it that any of them had, and none of them having paid value for their stock, they were not in a position to deny the relator's rights as a stockholder of that corporation. Woodworth v. Old Second Nat. Bank, 154 Mich. 459, 118 N. W. 581, 117 N. W. 893, 15 Det. L. N. 773. 86 Varney v. Baker, 194 Mass. 239, 10 Ann. Cas. 989, 80 N. E. 524; Hodder v. George Hogg Co., 223 Pa. 196, 72 Atl. 553. 87 Elsworth v. Dorwort, 95 Iowa 108, 58 Am. St. Rep. 427, 63 N. W. 588; other persons. 88 To deny that use of a stenographer would be equivalent to granting a right and then denying the most convenient mode of exercising it.99 Also the use of an accountant is obviously necessary when it is sought to inspect the books of a corporation conducting an extensive business,90 although the facts may be such that an accountant is not necessary.91 § 2832. Personal representatives. Personal representatives of a deceased stockholder are usually entitled to inspect the books of a corporation inasmuch as they stand in the shoes of the stockholders,92 and under some statutes they are expressly awarded the right.93 § 2833. Pledgor or pledgee of shares. Under statutory provisions whereby the pledgor of shares retains ownership of the same, subject to the pledgee's lien, such pledgor is entitled to inspection of the corporate books.94 On the other hand, it has elsewhere been held State v. German Mut. Life Ins. Co., 169 Mo. App. 354, 152 S. W. 618; State v. St. Louis Transit Co., 124 Mo. App. 111, 100 S. W. 1126. 88 State v. Ice, 75 W. Va. 476, 84 S. E. 181. 89 State v. St. Louis Transit Co., 124 Mo. App. 111, 100 S. W. 1126. 90 See State v. St. Louis Transit Co., 124 Mo. App. 111, 100 S. W. 1126. 91 Where a relator had been manager of the corporation and was familiar with the manner of keeping the books, it was not necessary to order examination by a certified public accountant, but mandamus would be allowed to relator personally with right reserved for appointment of accountant if necessary. Garcin v. Trenton Rubber Mfg. Co. (N. J. L.), 60 Atl. 1098. 92 An executrix is entitled, under Const. 1879, art. 245 (Const. 1898, art. 273), to inspect the books of a bank in which her testator held stock. State v. Citizens' Bank of Jennings, 51 La. Ann. 426, 25 So. 318. Where an executor owns one-half of the entire stock of a corporation and as sole residuary legatee is personally interested in the stock, he is entitled to an examination of the corporate books. In re Hastings, 128 N. Y. APPDiv. 516, 112 N. Y. Supp. 800. a A temporary administrator has not the same right, in this regard, as permanent administrator. In re Hastings, 120 N. Y. App. Div. 756, 105 N. Y. Supp. 834. 93 As, for example, Mills' Colo. Ann. St. § 480. 94 Under N. Y. Stock Corporation Law, § 29 (L. 1890, c. 564, as amended by L. 1892, c. 688, L. 1900, c. 128, and L. 1901, c. 354), requiring corporation stock books to be kept open for inspection of stockholders and judgment creditors, and imposing a penalty for neglect or refusal to exhibit the same, the pledgor of shares of stock is entitled to the information which the law provides that stockholders may demand on inspection of the books. Booth v. Consolidated Fruit Jar Co., 62 N. Y. Misc. 252, 114 N. Y. Supp. 1000. A pledgor of shares retains the ownership of the same subject to the pledgee's lien, since his right to the stock is recognized by Gen. Corp |