N. W. Rep. 126; Paris Electric Light & R. Co. v. Southwestern Tel. & Tel. Co., (Tex. Civ. App.) 27 S. W. Rep. 902.

3. Controversies between different electric light companies as to interference.-Where two electric light companies are authorized to occupy the same streets with their poles and wires, the company which first sets up its poles and wires will be protected by injunction from interference, by the other company so placing its wires as to endanger the employees of the first company or impair the efficiency of its plant. Rutland Electric Light Co. v. Marble City Electric Light Co., (Vt.) 8 Am. R. R. & Corp. Rep. 157; Consolidated Electric Light Co. v. People's Electric Light & Gas Co., 94 Ala. 372; 10 South. Rep. 440. In the last case it is said: "We think applied electricity has been long enough employed, and its uses and dangers sufficiently ascertained, to authorize the statement of certain propositions as falling within the purview of common knowledge. Among them, may we not state the following? (1) Contact with electrical conductors, sufficiently charged to serve the purposes of city illumination, destroys animal life. (2) To properly regulate the apparatus for distributing electric light requires that the employees or servants shall ascend the poles and go among the wires. (3) Two sets of wires, occupying the same space, and charged from different dynamos, located apart, and controlled by separate and independent engineers, could not fail to be dangerous in many ways."

4. Electrical interference generally.-We believe the foregoing sections embrace all the reported cases on the subject of electrical interference. An interesting article by A. M. Belfield on the subject, "Is Electrical Interference Actionable?" will be found in 2 N. W. Law Rev. 99-112. ject is also discussed in Keasby on Electric Wires, 139–153.

The sub

STATE EX REL. BROSS V. CARPENTER ET AL.

CORPORATIONS.

(Supreme Court of Ohio, February 27, 1894.)

PROPER REMEDY FOR REFUSAL TO ISSUE STOCK CERTIFICATE TO ONE ENTITLED THERETO. When the proper officers of a private corporation organized for profit refuse to issue a certificate to a person entitled thereto, his appropriate remedy is by action against the corporation for damages, or to enforce the issue and delivery of such certificate in equity, either of which he may pursue, at his election. Mandamus is not the proper remedy.

Norway & Fitch and Tracy Barnum, for plaintiff in error. George A. Groot, for defendants in error.

WILLIAMS, J. The original action was mandamus, brought in the Court of Common Pleas of Ashtabula county by the plaintiff in error against the president, secretary and treasurer of the Baker

Engine and Machine Company, a manufacturing corporation organized in this state, to compel them to issue to the relators, Bross and Baker, certificates for 310 shares of the company's stock, of $100 each, which it is alleged the relators duly subscribed and paid for, and for which the defendants refuse to issue certificates to them. The relators allege, in general terms, that they have no adequate remedy at law, and pray for a peremptory writ. The answer denies that the relators paid for the stock, or paid any sum whatever on their subscription, and avers they are indebted to the company for the full amount thereof, namely, $31,000. The court found the issues for the defendants, and held, furthermore, that the remedy of the relators at law was adequate, and on both grounds denied the writ. The Circuit Court, to which the cause was taken on appeal, stated its conclusions of fact and of law separately, at the request of the plaintiff. It found that the relators fully paid for the stock, and were entitled to the certificates, but held that their remedy was in equity, and for that reason refused the writ; and it is claimed here that, in so holding, that court committed an error.

The cases are in conflict upon the question whether the remedy by mandamus may be employed to compel the issue or transfer of certificates of stock of a private corporation. The remedy in this state is controlled by statutory regulations, which define the writ, and determine the cases in which it may issue. "Mandamus is a writ issued in the name of the state, to an inferior tribunal, a corporation, board or person commanding the performance of an act which the law specially enjoins as a duty resulting from an office, trust or station." Rev. St. § 6741. Rev. St. § 6741. A limitation upon the remedy is contained in section 6744, which provides that "the writ must not be issued in a case where there is a plain and adequate remedy in the ordinary course of the law." The duty of issuing certificates of stock of a private corporation to those entitled to receive them is specially enjoined upon its officers, it is claimed, by the following provision contained in section 3254 of the Revised Statutes, viz.: "Stockholders shall be entitled to receive certificates of their paid-up stock in the company, and the president and secretary of the company shall, on demand, execute and deliver to a stockholder a certificate showing the true amount of the stock held by him in the company." And we think there

can be no doubt that such a corporation is bound, through its proper officers, to issue, to each stock subscriber who has fully paid for his stock, a certificate truly representing his interest in the corporation.

But the question still remains, what is the appropriate remedy for the refusal or failure to do so? If there be a "plain and adequate remedy in the ordinary course of the law," the courts are prohibited by statute from issuing the writ. Shares of stock in a private corporation are personal property; and it has long been settled that an action for damages for their conversion may be maintained upon the refusal, on demand, to issue or transfer certificates to persons entitled to them. True, there has not always been uniformity in the rule applied in determining the measure of the damages in such cases it being held in some that the value of the stock at the time of the conversion is the measure of the damages that may be recovered; in others, its value at the time of the trial; and, in others still, its highest value at any time between the conversion and trial. The first of the rules above stated is the one which seems generally to prevail, unless there is something in the nature or circumstances of the conversion which enhances the damages. But the damages are not necessarily limited to the market value of the stock. Its actual value may be recovered; and that may be shown by proof of the value of the property and business of the corporation, its good will, and dividend-earning capacity. Freon v. Carriage Co., 42 Ohio St. 38; Cook Stocks & S. § 581. Besides, "remedy in the ordinary course of the law" is not confined to those actions which, before the adoption of the Civil Code, were actions at law, but embraces suits in equity as well; and if, for any reason, an action for damages might prove inadequate for the full redress of the relators' injury, we see no reason why they could not obtain that complete measure of relief in equity. It was held by this court in Railroad Co. v. Fink, 41 Ohio St. 321, that a suit in equity may be maintained against a corporation to compel it to issue a stock certificate to a subscriber, or his assignee upon tender of the sum subscribed. Indeed, that remedy is well established, and is the one generally pursued in such cases, and also in cases where the transfer of stock on the books of the corporation, or a certificate of such transfer, is sought. Cook Stocks & S. §§ 61, 391. In

the last section cited, that author says the remedy by suit in equity is the most complete and most just one for compelling a corporation to register a transfer of stock, and, "is a remedy applicable to almost all cases arising under a refusal of a corporation to allow a registry of transfer. The case will be decided on equitable principles, however, and a transfer will not be decreed if it involves bad faith. The relief usually demanded is in the alternative, being either for a registry of the transfer or damages in lieu thereof." The reasons which conduce to the holding that a suit in equity is the most satisfactory and complete remedy to accomplish the registration of transfers of stock apply equally when the object sought is the issue of certificates originally. Mandamus is not well adapted to the trial of questions of fact or the determination of controversies of a strictly private nature. Its office is rather to command and enforce the performance of those duties in which the public have some concern, and where the right is clear, and does not depend upon a complication of disputed facts which must be settled from the conflicting testimony of witnesses. There is nothing in the facts of the case before us which show that an action for damages, or suit in equity, would not furnish the relators a plain and adequate remedy for the wrong complained of. It is not alleged that the corporation has refused to admit them as members of that body, or denied them the right to vote or be voted for, or to exercise their privileges as stockholders, nor that any of their personal advantages or privileges as such have been interfered with. The writ of mandamus has sometimes been issued to compel the admission of members in corporate bodies when essential to the preservation of personal advantages to which they show themselves to be clearly entitled. The petition alleges, in general terms, that the relators "have no remedy at law;" but that amounts to nothing more than a declaration of the pleader's opinion, and, as an allegation of fact, is without force. Our conclusion is that where the officers of a private corporation organized for profit refuse, upon demand, to issue a certificate of stock to a person entitled thereto, his appropriate remedy is by action against the corporation for damages, or in equity to enforce the issue and delivery of the certificate. If, for any reason, the one does not, the other will afford him a plain

and adequate remedy, and he may resort to either at his election. Mandamus cannot, therefore, be properly invoked. Judgment affirmed.*

1. Remedy for refusal to transfer stock or issue certificate to one entitled thereto.- See, generally, 1 Mor. Priv. Corp. §§ 212-220; 2 Beach Priv. Corp. §§ 656, 657. Where a company refuses to transfer stock on its books to a purchaser, and conspires to depreciate the value thereof, mandamus will lie to compel such transfer, under statutes of Oregon, Hill's Code, § 593, providing: "The writ of mandamus may be issued to any inferior court, corporation, board, officer or person to compel the performance of an act which the law especially enjoins as a duty resulting from an office, trust or station" where there is not a plain and adequate remedy at law. Slemmons v. Thompson, 23 Oreg. 215; 31 Pac. Rep. 514.

2. Action for damages for refusal to transfer or register measure of damages. The transferee of corporate stock can recover only nominal damages from the corporation for refusal to enter the transfer on its books, in the absence of evidence of special damage by such refusal. McLean v. Charles Wright Medicine Co., 96 Mich. 479; 56 N. W. Rep. 68.

3. Same-defenses. In an action against a corporation to recover damages for its refusal to transfer on its books certain shares of its stock, it is no defense that plaintiff acquired the same from a prior holder by means of an illegal gambling contract when there is no showing that the prior holder ever repudiated the transaction, or made any claim on the company for the stock. Miller v. Houston City Street R. Co., 5 C. C. A. 134; 55 Fed. Rep. 366. It is no defense to such a suit that the certificates of stock are held by plaintiff as collateral security for a debt which is barred by the Statute of Limitations, for stock so held is a pledge, and not a mortgage, and the right to the statutory bar is a privilege purely personal to the debtor. Ibid.

STATE EX REL. CHILDS, Attorney-General, v. PARK & NELSON LUMBER CO.

(Supreme Court of Minnesota, July 23, 1894.)

1. CORPORATIONS. FORFEITURE OF CHARTER FOR FAILURE TO KEEP AN OFFICE AND BOOKS IN THE STATE. Under the provisions of the General Statutes of Minnesota, 1878, chapter 34, section 126, it is incumbent upon a private corporation organized under the laws of this state to have its place of business, and to keep its books therein, to an extent necessary to the fullest jurisdiction and visitorial power of the state and its courts. There must be a

*Reported in 37 N. E. Rep. 261. VOL. X.-74