'The circumstances under which he acquired one share of stockin the respondent bank purposely to exercise the right of inspection donot argue in favor of his good faith and proper motivation. Admittedlyhe sought to be a stockholder in order to pry into transactions enteredinto by the respondent bank even before he became a stockholder. Hisobvious purpose was to arm himself with materials which he can useagainst the respondent bank for acts done by the latter when thepetitioner was a total stranger to the same. He could have beenimpelled by a laudable sense of civic consciousness,
but it could notbe said that his purpose is germane to his interest as astockholder.
RATIO:However, while seemingly enlarging the right of inspection,the new Code has prescribed limitations to the same.
It is nowexpressly required as a condition for such examination that theone requesting it must not have been guilty of using improperlyany information secured through a prior examination, and thatthe person asking for such examination must be acting in goodfaith and for a legitimate purpose in making his demand.
Campos Note: these are not requirements but defenses.
Veraguth v. ISABEL SUGAR CO., (and Pres and Sec.)
(1932)1)Veraguth is a SH and D of
ISABEL SUGAR CO.
2)Director Veraguth telegraphed the secretary of the company,asking the latter to forward in the shortest possible time a certifiedcopy of the Board resolution concerning the payment of attorney's feesin the case against the Isabela Sugar Company and others.3)The secretary answered:a)since the minutes of the meeting in question had not beensigned by the directors present, a certified copy could notbe furnished,b)as to other proceedings of the stockholders a requestshould be made to the president of the Isabela SugarCompany, Inc.4)It further appears that the BOD adopted a resolution providingfor inspection of the books and the taking of copies "by authority of the President of the corporation previously obtained in each case."