We would affirm the action of the Special Term in granting petitioner’s application to examine and inspect the stock book containing the names of shareholders of .appellant corporation.
The petitioner, for more than six months a holder of record of 100 shares of the appellant Philadelphia and Reading Corporation common stock, forwarded to the principal office of the corporation a demand to inspect and examine the record of shareholders of the corporation. Enclosed with the demand was the petitioner’s affidavit wherein he stated that the “inspection is not desired for a purpose which is not in the interest of the business or object other than the business of the Corporation. That your deponent has not within the last five years either sold or offered for sale any list of shareholders of any domestic corporation or foreign corporation or aided or abetted any person in procuring any such record of shareholders for any such purpose.” In reply the corporation through its vice-president, secretary and counsel, advised the petitioner that his bare statement that inspection was not desired for a purpose other than the business of the corporation did not meet its requirements so as to enable it to “ form an opinion as to whether or not such conclusion is valid ’ ’ and that it must be ‘ ‘ satisfied that your request for inspection is made in good faith and for a proper purpose.” The petitioner having failed to comply with the corporation’s request that he submit a proper demand, an inspection of the records was denied him.
Thereupon petitioner made application to the Supreme Court pursuant to statute for an order permitting such inspection (Business Corporation Law, § 624, subd. [d]). In opposition to the petition, the corporation did not aver that petitioner’s purpose in seeking the list of shareholders was improper, but merely urged that in view of the petitioner’s refusal to set forth the purpose for which the inspection was desired, the petition was premature.
It is important to observe at the outset that we are not concerned with a shareholder’s right to examine a corporation’s general books and records of account, but with his right of inspection of but one book, the record of shareholders or stock *158book. Greater leniency and liberality is to be shown to a request for inspection of a stock book than with regard to inspection of the books of account. This follows from the very nature of the book as well as from the purpose for which it is sought. As the Court of Appeals said, “ The stock book has no relation to the business carried on by a corporation, and the change was doubtless made to enable stockholders to promptly learn who are entitled to vote for directors ” (Matter of Steinway, 159 N. Y. 250, 264 [1899]). The special nature of the stock book led our Legislatures in the 19th century to provide additional statutory remedies to assure to shareholders easy access to a list of their fellow shareholders. The New York statute (L. 1890, ch. 564, § 29, as amd. by L. 1892, ch. 688, § 29) "strengthened the common-law rule with reference to one part thereof, and left the remainder unaffected. It dealt with but a single book, and as to that it amplified the qualified right previously existing, by making it absolute and extending it to judgment creditors.” (Matter of Steinway, supra, p. 264; People ex rel. Callanan v. Keeseville Ausable Chasm & Lake Champlain R. R. Co., 106 App. Div. 349, 350 [3d Dept., 1905].) That it was the obvious intention of the Legislature to confer upon a stockholder an absolute right to inspect the stock book of his corporation was stressed a few years later by the Court of Appeals in Henry v. Babcock & Wilcox Co. (196 N. Y. 302, 305 [1909]). The statute, the court said (p. 305): “ is plain and mandatory. It recognizes an absolute right in the stockholder and imposes an absolute duty upon the corporation and the custodian of the stock book. The law requires no statement or proof of any particular intent upon the part of the person demanding the inspection. He must be a stockholder and must prefer his request during business hours; that is all.”
In 1916 our Legislature, cognizant of the holdings in Steimvay and Henry, saw fit to amend the statute so as to provide that a stockholder might be denied an inspection of the stock book if he refused to furnish to the corporation a written statement that the inspection was not desired for a purpose “ other than the business of the corporation ” and that such stockholder “ has not within five years sold or offered for sale any list of stockholders of such corporation ” (Stock Corporation Law, § 10, L. 1916, ch. 127, § 1). This substitute statutory right of inspection of the stock book, subject to the qualifications of the 1916 statute, has been carried over to the present statute, section 624 of the Business Corporation Law (L. 1961, ch. 855, as amd., eff. Sept. 1, 1963).
*159Although it would appear from the foregoing history of the statutes affecting the stock book that it was the intention of the Legislature to confer an absolute right of inspection of the stock book upon compliance with the statutory requirements, the decisions of our courts have distinguished between the right of inspection given by statute and the remedy of mandamus by which the right is enforced and have held that the absolute right of inspection is qualified by the discretionary power of the court in mandamus to withhold its aid when inspection is sought in bad faith and for some purpose inimical to the corporation (Matter of Tate v. Sonotone Corp., 272 App. Div. 103 [1st Dept., 1947]).
Nevertheless, while there has been variety of opinion in construing the statutory right of inspection, and while it has been held that the statutory right is subject to the common-law qualification that it be exercised in good faith and for a proper purpose, “ Most states make improper purpose a matter of defense to be pleaded and proved, thereby placing on the corporation the burden of proof as to the shareholder’s good faith in applying for an inspection.” (2 Hornstein, Corporation Law and Practice, § 612, p. 133.) “ While it seems to be the majority rule that purpose or motive qualify the constitutional or statutory right on application to the court to enforce it, these courts are substantially a unit in holding that the stockholder is under no duty to state and establish a proper purpose but that the impropriety of purpose such as will defeat enforcement must be set up by the corporation defensively if the court is to take cognizance of it as a qualification.” (5 Fletcher, Cyclopedia of Corporations [Perm. ed.], § 2220, pp. 816-817; Matter of Ochs v. Washington Hgts. Fed. Sav. & Loan Assn., 17 N Y 2d 82, 90; Matter of Durr v. Paragon Trading Corp., 270 N. Y. 464; Matter of Tate v. Sonotone Corp., 272 App. Div. 103, 105, supra; Matter of Schulman v. Dejonge & Co., 270 App. Div. 147 [1st Dept]; Matter of Hausner v. Hopewell Prods., 10 A D 2d 876 [2d Dept.]; Matter of Stoopack v. Fuller Co., 18 Misc 2d 977, affd. 9 A D 2d 605; Matter of Schwarts v. Travelers Hotel, 7 A D 2d 848 [2d Dept.]; Matter of Ditisheim, 96 N. Y. S. 2d 622, 626 [Valente, J.]; Matter of Chanel, 74 N. Y. S. 2d 203, 210 [Sup. Ct., Hecht, J.]; Matter of Joslyn [Universal Labs.], 191 Misc. 512, 517 [Sup. Ct.]; Guthrie v. Harkness, 199 U. S. 148, 155; Nationwide Corp. v. Northwestern Nat. Life Ins. Co., 251 Minn. 255, 265; Huylar v. Cragin Cattle Co., 40 N. J. Eq. 392, 398; Cooke v. Outland, 265 N. C. 601; Coale Development Co. v. Kennedy, 121 Ohio St. 582, 585-586; Rosentool v. Bonanza Oil & Mine Corp., *160221 Ore. 520, 526-528; Goldman v. Trans-United Inds., 404 Pa. 288, 291-293.)
The petitioner-respondent has an absolute right to inspect the stock book of the appellant corporation. He has complied with the statutory requirements, or perhaps it should be said requirement, by furnishing an affidavit wherein he swears that the inspection is not desired for a purpose alien to that of the corporation and that he has not sold or offered for sale any list of shareholders of any corporation. There is no burden cast upon petitioner that the corporation be ‘'satisfied that [his] request for inspection is made in good faith and for a proper purpose,” nor is he called upon to “ meet this requirement ” as to the validity of his request. His request directed to the officers and directors of his corporation to inspect the stock book is attended by a presumption of good faith and honesty of purpose. The Supreme Court of Ohio in Coale Development Co. v. Kennedy (supra) in holding that the addition to the Ohio inspection statute of the words “ except for unreasonable or improper purposes,” did not cast upon the stockholder the burden of establishing as a condition precedent his good faith and honesty of purpose, said that “It is quite important that a few plain fundamentals * * * be kept in mind: Can anything be plainer than the fact that the owner of property has a clear right to inspect his own property? When the owner of property selects an agent or agents to care for and manage his property, how can that act be held to clothe the agent with power to manage the owner as well as to manage the property, and to prevent the owner from even looking at his own property except he do so pursuant to the rules and restrictions promulgated by the agent, who is wholly without power or authority to formulate any such rules or regulations? Are we to forget and abandon all the law pertaining to the relation of principal and agent? True, a body corporate must act through agents simply because it cannot function in any other manner. It must, however, be kept in mind that the stockholders formulate and adopt the code of regulations which governs the directors and agents of the corporation. The stockholders elect the board of directors, and when we seek the source of any power exercised by the directors, or any other agent of the corporation, we trace it at once to the stockholders. If the acts of the stockholders touching the assets and business affairs of the corporation are not attended by a presumption of good faith and honesty of purpose wherein shall we discover the good faith and honesty of purpose of the directors and other agents of the corporation, who are so ready to impute dishonesty and bad faith to their principals and employers? It is really some*161what difficult to consider with patience a proposition that is so at variance with the law applicable to the relation of principal and agent and master and servant.” (pp. 585-586). If it was the intention of the Legislature to qualify further petitioner’s previously existing right, it could have easily added to section 624 the words “ upon proof of proper purpose.” But this it failed to do, and this, this court may not do. (Matter of Hurley v. National Bank of Middletown, 252 App. Div. 272 [2d Dept.].) After all, the stock book and the books of account are not the private property of the directors or managers of the corporation but merely the record of their transactions as trustees for the stockholders. For a stockholder applicant to assert a breach of trust upon the part of his agents and his declared intent to communicate his discovery to the other stockholders of the corporation, would unquestionably be a most unsatisfactory purpose to the wrongdoing trustees. No, the shareholder is entitled to such inspection upon negation of the improper purposes specified in the statute. The burden then shifts to the corporation in answer to the petition to set forth evidentiary facts raising a triable issue as to the petitioner’s good faith or as to the propriety of his purpose, similar to the burden borne by the opposing party on a motion for summary judgment. “ If an issue is raised as to the bona fide intentions of the petitioner, a factual determination must be made before any final order will issue.” (Matter of Ochs v. Washington Hgts. Fed. Sav. & Loan Assn., supra, p. 89, emphasis in original.) Here, as the court below noted, “ Nothing is proffered to put in issue the shareholder’s prima facie demonstration that the shareholders’ list is sought in good faith and for a proper purpose.”
Moreover, the basis upon which courts in the past saw fit to exercise discretion concerning the statutory right of inspection, that is, that the right was enforcible by the extraordinary writ of mandamus, no longer exists. Section 624 substituted a “ judicial remedy for the enforcement of the right to inspect the shareholder minutes and stock book * * * mandamus will not lie where another remedy is available or provided by law. After the effective date of the new law, a shareholder denied the right to inspect the shareholder minutes or stock book will seek to enforce his right [as did the petitioner here] under the special remedy provided in paragraph (d) of section 624. It would no longer seem possible in such a proceeding for the court to investigate the petitioner’s purposes generally — the sole qualifications on the right being set forth in paragraph (c).” (The Status of Shareholders and Directors Under New York’s Business Corporation Law: A Comparative View, Samuel Hoff*162man, Drafting Consultant on articles 7 and 9 of the new Business Corporation Law to the New York Joint Legislative Committee to Study Revision of Corporation Laws, 11 Buffalo L. Rev. 496, 539-540.)
The petitioner is one of the owners of the appellant corporation. He is in the position of some 24 million Americans who own stock directly in American businesses and who have the right “ to see that his property is well managed and to have access to the proper sources of knowledge in this respect.” (Guthrie v. Harkness, supra, p. 154.) The ready availability of the stock book to afford petitioner quick access to his fellow shareholders, as Professor Hoffman says in his law review commentary on the new Business Corporation Law (supra) “ is a highly desirable facet of corporate democracy.” In a period when American business is undergoing a revolutionary change brought about by the “ tremendous increase in the number of public companies which have been diversifying into unrelated areas of operation,” and when all too often a stockholder is left in the dark concerning the operations of his company (Corporate Disclosure: Reporting for Diversified Companies, Manuel F. Cohen, Chairman Securities and Exchange Commission, N. Y. L. J. Oct. 30, 1968, p. 1.), the ready availability of the stock book is an absolute necessity. “ Without the right to inspect merely the membership list of the association, how can a member in good standing, motivated by the utmost of good intentions, effectively exercise his statutory right to partake in the management of the association, to vote in a most prudent manner, to effectuate his right to have his candidate for a directorship elected by proxy, and to at least apprise his fellow members of circumstances which in his opinion are crucial to their voting prudently and wisely?” (Matter of Ochs v. Washington Hgts. Fed. Sav. & Loan Assn., 17 N Y 2d 82, 87, supra.)
The order should be affirmed.
Eager and Rabin, JJ., concur with Botein, P. J.; Tilzer, J., dissents in opinion in which Stevens, J., concurs.
Order entered August 9, 1968, reversed, on the law, without costs or disbursements, and the petition dismissed, without prejudice to renewal upon a showing of the purpose for which the inspection is desired.