
    Walter Althause, Respondent, v. Guy E. Giroux, Appellant, Action No. 2. Walter Althause, Respondent, v. The Giroux Consolidated Mines Company, Appellant, Action No. 2.
    (Supreme Court, Appellate Term,
    November, 1907.)
    Foreign corporations — Recognition, regulation and status — Transfer books and agents — Penalty for nonexhibition of books — Motive of stockholder.
    Where, after actions brought by a stockholder of a foreign corporation, other than a moneyed or railroad corporation, doing „ business in this State, to recover penalties under section 53 of the Stock Corporation Law (L. 1892, eh. 688) because of a refusal to permit him to inspect the stock-book of the corporation, had been tried and were sub judice, the plaintiff is permitted to inspect and make extracts from the stock-book; and the next day his demand for further inspection for the purpose of making a complete transcript of the stock-book is refused, unless he state the purpose for which he sought the transcript, and he refuses to disclose his purpose, merely stating that he did not seek the inspection for a purpose hostile to the interests of the corporation; and, on the trial of the action to recover a penalty for the latter refusal under section 53 of the Stock Corporation Law, plaintiff testifies that the only reason he sought a complete list of the stockholders was to facilitate him in circularizing, to effect the sale of stocks in other companies in which he was interested, and that he had within four months brought fourteen suits of a similar character, a judgment in his favor should be reversed.
    Appeals by the defendants from a judgment in favor of the plaintiff, rendered in the Municipal Court of the city of Hew York, eighth district, borough of Manhattan.
    Dennis & Buhler, for appellants.
    James A. Allen, for respondent.
   Leventritt, J.

These appeals may be considered together as the evidence introduced was the same in both cases. They arise out of a refusal of a second demand made/by the plaintiff for an inspection and permission to make extracts of the defendant company’s stock-book. The law applicable has been sufficiently set out and applied in Althause v. Giroux, No. 1 and Althause v. Giroux Consolidated Mines Co., No. 1, ante, page 508. On these appeals, however, the records disclose facts which call for the denial of a recovery. In the records in the former cases there was nothing presented which showed any impropriety of purpose. How it appears that, after the plaintiff had brought his first actions against the company and its secretary to recover the several penalties and after those actions had been tried and were sub judice, the plaintiff renewed his demand for an inspection. The trials in actions numbered one were had on May second. Without awaiting the court’s decision, the plaintiff made a further demand on May sixth. He was permitted on that (lay to inspect and to make extracts for over an hour. On May seventh he renewed his demand for a further inspection ; and, it then appearing that he desired to make a complete transcript of the stock-hook, his request was refused, unless he should state the purpose for which he sought the transcript. This the plaintiff refused to disclose, stating merely that he did not seek it for a purpose hostile to the interests of the corporation. On the trial the plaintiff admitted, on cross-examination, that the only reason that a complete list of the stockholders was sought was to facilitate him in circularizing to effect the sale of stock of other companies in which he was interested. It also appeared affirmatively, on this trial, that the plaintiff had two other actions pending against the same parties (being actions numbered one already referred to), and that he had in the four months preceding the institution of these suits brought fourteen different actions against other companies to recover penalties under section 53.

We do not think that the judgments in favor of the plaintiff should be sustained. Plaintiff’s purpose was not legitimate, so far as this second inspection was concerned. The issue between the parties was whether the plaintiff was entitled to a limited inspection or one which permitted the making of unlimited extracts. Plaintiff’s right to recover the penalties in the first actions turned on a question of construction. The judgments there would effectually determine his rights. To make a second demand on the eve of a decision of the prior actions indicates that the plaintiff was not actuated by an honest purpose as stockholder. His admission that he sought the list for no object related to the corporate business, and that he had fourteen other suits of a similar character pending, make the language used by the Court of Appeals in Cox v. Paul, 175 N. Y. 328, pertinent, although the point at issue in that case was not the same as here. There the court say: “ It is quite inconceivable that under the circumstances the plaintiff should desire, in good faith, to see the stock-book from day to day and every day ■x- -x- * One action for one penalty will subserve all the purposes of the statute, as well as an action for several. Penal statutes are not passed to enable parties to make money by accumulating the penalties. They are generally passed for the purpose of compelling the, performance of some duty, public or private, and ordinarily one penalty will secure the end as effectually as many, especially when the penalty is so large as in this case.”

The judgment should be reversed:

Gildersleeve and Erlanger, JJ., concur.

Judgment reversed and new trial ordered, with costs to appellant to abide event.  