
    MANDAMUS TO COMPEL CALLING OF MEETING OF STOCKHOLDERS.
    Circuit Court of Cuyahoga County.
    State of Ohio, ex rel John Ferencz, v. The Unida Gold Mining Company et al.
    Decided, May 9, 1910.
    
      Corporations — Proper Procedure for Enforcing Private Rights of a Stockholder — Mandamus—Injunction—Supervisory Powers over Corporations of Other States.
    
    1. Mandamus is not the proper proceeding by which to require the secretary of a corporation to call a meeting of its stockholders.
    2. The courts of this state have no visitorial or . supervisory jurisdiction with regard to the management of the internal affairs of a corporation of another state.
    
      Hart, Canfield, & Croke, for plaintiff in error.
    
      Palda & Svarc, contra.
    Winch, J.; Henry, J., concurs; Marvin, J., not sitting.
    The relator filed a petition in the common pleas court setting forth that the defendant company was incorporated under the laws of the state of Arizona, but having its principal office in the city of Cleveland, Cuyahoga county, Ohio, where the defendant, George H. Palda, its secretary, and the other defendants, some six in number, directors of said company reside. He sets forth that he is a stockholder of the company and requested said secretary to call and give notice of an annual meeting of the stockholders of the company to be held on the 21st day of February, 1910, pursuant to a by-law of the said company, which he sets forth, but that the defendants wholly refused to hold said meeting. The relator prays that a writ of mandamus may issue, commanding the defendants to perform their duties, as set forth in the constitution and by-laws of the corporation, and give notice of the time and place of the annual meeting of the stockholders. To this petition a demurrer was filed, which was sustained by the common pleas court, and the plaintiffs not desiring to plead further, judgment was entered dismissing the petition; to review said judgment this proceeding in error has been instituted.
   We apprehend that there are two reasons justifying the ruling of the common pleas court in sustaining the demurrer.

First, the relator mistook his remedy. The object of the remedy by mandamus is to compel public officers and private individuals in matters relating to the public, to perform their public duties. 19 Ohio, 415.

As stated by Judge Shauck in the ease of Fraternal Mystic Circle v. State, ex rel Fritter, 61 Ohio St., 628, “This is only saying, that private actions are appropriate for the redress of private wrongs.”

So it was there held that a member of a private corporation, though unlawfully expelled and excluded from participation in its benefits, is not entitled to a writ of mandamus to compel it to restore him to membership. The proper procedure to enforce the private rights of a stockholder in a corporation is pointed out in the ease of The Cincinnati Volksblatt Company v. Hoffmeister, 62 Ohio St., 189, where it is held:

‘‘ Injunction is the proper form of remedy to enforce the right of a stockholder in a private corporation, given by Section 3254, Revised Statutes, to inspect the books and records of the corporation.”

Another cogent reason why the demurrer was properly sustained is that the courts of one state have no visitorial or supervisory jurisdiction with regard to the internal affairs of a corporation of another state which in nowise affect the rights of the citizen as such, in common with all other citizens, and distinct from his private rights as a stockholder. This view is elucidated in the case of Madden v. Electric Light Co., 181 Pa. St., 617.

In the case of Mining Co. v. Field, 64 Md., 151, it is said:

"Where the act complained of affects the complainant solely in his capacity as a member of the corporation, whether it be as stockholder, director, president, or other officer, and is the act of the corporation whether acting in stockholders’ meeting or through its agents, the board of directors, then such action is the management of the internal affairs of the corporation, and in case of a foreign corporation, our courts will not take jurisdiction. ’ ’

We subscribe to this statement of the law, and for the two reasons stated, the judgment of the common pleas court is affirmed.  