State ex rel. Ferencz v. Unida Gold Mining Co.

13 Ohio C.C. (n.s.) 100, 1910 Ohio Misc. LEXIS 221

• Court: Cuyahoga Circuit Court
• Decided: May 9, 1910
• Status: Published

Opinion

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.