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Mcgregor v. Thor Power Tool Co.

JUNE 16, 1966.

MARY MCGREGOR, PLAINTIFF-APPELLEE,

v.

THOR POWER TOOL COMPANY, A DELAWARE CORPORATION, ARTHUR R. COLLINS, PRESIDENT, AND GEORGE A. KAUTZ, ASSISTANT SECRETARY, DEFENDANTS, THOR POWER TOOL COMPANY, ARTHUR R. COLLINS, DEFENDANTS-APPELLANTS.



Appeal from the Circuit Court for the 16th Judicial Circuit, Kane County; the Hon. CHARLES G. SEIDEL, Judge, presiding. Reversed and remanded.

MR. PRESIDING JUSTICE MORAN DELIVERED THE OPINION OF THE COURT.

Defendants appeal from a judgment on the pleadings in favor of plaintiff in an action for writ of mandamus to compel the defendants to make available a list of its shareholders. The only issue presented by the appeal is whether there was an issue of fact in the trial court as to whether plaintiff's alleged purpose for seeking defendants' list of shareholders was in fact her true purpose. Defendants contend that there was such an issue of fact raised in its answer to the complaint and that judgment on the pleadings for plaintiff was erroneous.

It would appear from the complaint and answer that the plaintiff was the owner of two thousand four hundred (2,400) shares of the corporate defendant and that at the time of the filing of the complaint the market value of these shares was Thirty-One Thousand Two Hundred ($31,200) Dollars. Plaintiff had made several verbal requests and one written request to the corporate defendant's management requesting the opportunity to examine the shareholder list. In her written request she stated in part:

"I am informed that Stewart Warner Corporation owns approximately 20 per cent of the Thor shares and it or its affiliates control the management of the company. By contrast I and all of the remaining shareholders have our own interest in maintaining the maximum value of our stock. This easily may be different from Stewart Warner's interest.

"I wish to get in touch with other shareholders to see if they share my interest and are willing to join with me and share the expense incurred in protecting our interests in Thor. I cannot do this without the stockholders' list, and this is the reason for which I demand the list.

"Obviously I cannot state a more specific purpose since I do not know what further action we may take until I determine the interest of my fellow shareholders. My attorney tells me that it is customary for corporate counsel to continue to ask a shareholder making a demand such as I am doing for more and more specific reasons. As stated above, it will be impossible for me to be more specific.

"P.S. — I have never request such a list of any other corporation and have no intention of doing so in the future."

Defendants offered plaintiff the opportunity to examine certain books and records of the corporation but denied her access to the shareholders' list. Plaintiff then filed a petition for writ of mandamus and statutory damages under section 45 of the Illinois Business Corporation Act. (Ill Rev Stats 1963, c 32, § 157.45.)

Paragraph 11 of the petition is as follows:

"In her written request, Plaintiff stated the purpose of her request as follows:

"`I wish to get in touch with other shareholders to see if they share my interest and are willing to join with me and share the expense incurred in protecting our interests in Thor. I cannot do this without the stockholders' list, and this is the reason for which I demand the list.'

"and the stated purpose is in fact the purpose of Plaintiff's request and is a proper purpose within the meaning of Section 45 of the Illinois Business Corporation Act."

Defendants' answer to paragraph 11 of the petition was as follows:

"Defendants admit that paragraph 11 of the plaintiff's Complaint quotes from her letter to Thor of June 10, 1965; are without knowledge of whether the stated purpose is in fact the plaintiff's purpose in demanding the list; and deny that the plaintiff has stated a proper purpose ...


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