concurring:—While it might be useful, under circumstances, to inquire particularly into the origin of the writ of mandamus and the redress it afforded in the course of the administration of English Jurisprudence, it is sufficient to say, that it has long since ceased to retain its original quality, and has come to be regarded as an appropriate remedy for the enforcement of private rights, where there is no other adequate remedy. In that respect, it bears a resemblance to the writ of injunction in Chancery—as to which it is the rule, that if there be adequate remedy at law, it is not to be issued. Similarly, if the party applying for mandamus have adequate legal remedy for his wrongs, it will not be granted to him.
In 24 How., 66, Chief Justice Taney, in speaking of the ancient character of the writ, says—“ It is equally well settled, that a mandamus in modern practice is nothing more than an action at law between the parties, and is not now regarded as a prerogative writ. It undoubtedly came into use by virtue of the prerogative power of the English Crown, and was subject to regulations and rules which have long since been disused. But the right to the *160writ, and the power to issue it, have ceased to depend upon any prerogative power, and it is now regarded as an ordinary process in cases to which it is applicable.” This is the prevailing opinion in the courts of this country, and is that upon which this court has acted in cases requiring its announcement, which have come before it. It is a striking feature of the judicial mind in America, that it is capable of adapting the process of the courts to the furtherance of justice, in cases which require it, where such adaptation is congruous to the nature of the relief desired; as, at a period of great liberality of the legal understanding of England, the action on the case was expanded, beyond the narrow limits which then confined it, and made to be the remedy for the enforcement of all rights for which there was no writ supplied before. In consimili casu were the magical words which expressed the idea of appropriate decision. Adherent, however, from their hereditary and necessary conservatism, as the English are, to what may be called fundamental ideas with respect to all the attributes of government; and cherishing them as part of the constitution of the country, especially where (in any respect), the royal prerogative is concerned, the courts there still adhered to the notion, logical however, that the public must in some way be interested in the use of the writ before the Crown could, in contemplation of law, permit of its exercise. Of course, the ingenuity, not to say sophistry, of acute legal minds, could generally discover some cause, affecting the loyal subjects of the realm, which required the putting forth of prerogative power; and thus in many cases, of application for mandamus, the English Courts were compelled to yield to some extent to the doctrines so thoroughly pervading the courts in America, of the writ being as well for private as public benefit. This is the view of the writ taken by Lord Mansfield in Rex. v. Barker, Burr, 1267, and quoted by Blackstone, 3 Com., 110, “ A mandamus,” says the great judge, “ is a prerogative writ to the aid of which the subject is entitled, upon a proper case previously shown to the satisfaction of the court. The original nature of the writ, and the end for which it was framed, direct upon what occasion it should be used. It was introduced to prevent disorder from a failure of justice, and defect of police. Therefore it ought to be used upon all occasions where the law has established no specific remedy, and *161where in good justice and good government there ought to be one. Within the last century it has been liberally interposed, for the benefit of the subject and advancement of justice. The value of the matter, or the degree of its importance to the public, is not scrupulously weighed. If there be a right, and no other specific remedy, this should not be denied.” Afterwards, at page 2186, in Rex. v. Askew, he repeated the same idea thus—“ There is no doubt that where a party who has a right and has no other specific legal remedy, the court will assist him by issuing the prerogative writ * * “ But,” he afterwards says, “ the court ought to be satisfied that they have ground to grant a mandamus; it is not a writ that is to issue of course, or to be granted merely for asking.” This language conveys, with a force and clearness of expression, more characteristic of Lord Mansfield than of any judge before or since his time, as it seems to my mind, the true idea of the quality of this extraordinary legal remedy—a means by which justice can be done, where there is no other adequate means of relief. The impress upon the English mind, made by this strong, precise language, was productive in 1854 of the Common Law Procedure Act, by which, it is said by High, “ The law of mandamus and the practice and procedure in administering the relief were entirely revolutionized;” p. 28. In speaking, upon the same page, further about the act, he says, that “ the effect of this sweeping enactment has been to place mandamus proceedings upon much the same footing as ordinary personal actions, &c.” It was the notion of prerogative that prevented the comprehensive language and idea of Lord Mansfield from having their proper weight upon the English mind at the time of their delivery; and therefore, needing an act of Parliament to establish the right to the writ for private ends; but with us, where, in the nature of things, there can be no substance in the thought of prerogative, the mind of American Judges, pervaded by the spirit of a governmental system which treats the citizen as a unit of the aggregate sovereignty, and the different departments of the government and those who administer them, as so many means for the promotion of the general welfare of such aggregate, the writ has been treated (while we acknowledge its origin and original use) as a convenient and also necessary instrument to aid *162the citizen in the enforcement of his private right, where, without it, he would be denied adequate redress for his grievances. I may conclude and say, therefore, that, in this State, the writ of mandamus is, although not a writ of right- (that is, a writ to be issued at the pleasure of the citizen, but the right to use it must first be obtained from the proper court) yet that, being a writ lor the enforcement of, or aid in prosecuting, a right where, without it, the party would have no remedy, it partakes so far of the quality of a writ, to be issued ex debito justitiae, that no court would be warranted in denying it, where a proper case for its exercise was presented. Though the order for its issuance is discretionary with the courts, as in other cases of so-called prerogative writs, yet the discretion is not an arbitrary one; but using the clear decisive language of this court as pronounced by Judge Black, in the case of Godwin v. Collins, 1 Harr., 216, in treating of the discretion of the court in the matter of authorizing amendments of pleadings, “ the granting or refusing to grant the application rests in the sound discretion of the court—a discretion to be regulated by the circumstances of the case, and the principles of law settled in relation to like points.” Taking that to be the meaning of what should be understood by the term discretionary when applied to grant or refusal of the writ of mandamus, it is my opinion that if the circumstances of this case show ground for the issuing of the writ, the law requires that it shall be placed within the control of the relator—the doctrine prevailing in this country being in full accord with that above quoted as having been announced by Lord Mansfield.
What are the circumstances of this case, as presented in the petition and answer ?
A corporation exists, by a statute of Connecticut, to make and vend explosive matches. In the pursuit of its business, it had occasion to purchase real estate in Delaware in order to enable it to follow it here, with greater facility than it was then doing; accordingly application to the Legislature was made by it for a law; and, what was supposed to be the necessary authority was given by a private act recorded in this county, which is set forth in the pleadings. Acting under this enactment, this company has become the owner of real estate in Delaware, and also carries on a large *163business here—not under any provision of positive law, but in virtue of what is a general understanding within this Union—that —corporations created by one of its members shall, so far as certain rights are concerned—for example the carrying on a trading business (as that of this company is) the making and enforcing contracts with reference thereto, &c., be considered and treated as domestic creations, and put upon like footing with them. This is not a matter of right, constitutional or legal; but is consent—that sentiment among the States of our Union, bound together by common friendship and common interest (stronger than any law) which we call comity. It is this which gives to a mere artificial creature, as a corporation is, the privilege, ex gratia but not de jure, of acquiring a sort of domicile in a state not of its birth, and prosecuting its businesss like a citizen. I am speaking now of States generally. There may be provisions in the constitutions or laws of some of them, which would render the exercise of a corporate right illegal without the requisite legislative authority. But we are not r ow concerned with a question of that kind. The Diamond Match Company, transacting its business here, supposing that business to be confined to the manufacture and sale of illuminating matches, stands upon the same footing as does any foreign corporation for any manufacture that might be carried on without the necessity of a corporate right which individuals could not, qua such, exercise. We have, then, a foreign trading corporation doing business in this State, and having the right ( we permitting it to operate here) to ask of us protection in the orderly pursuit of its business, and the use of the process of the law which our citizens employ to enforce their contracts. Having opened the doors of the State (which we had the right to close against it) to this company to enter in at and carry on its trade, we are bound not only by the law of hospitality, but the higher one of justice, to treat it as any creature of our own pursuing like business. States must act ee uberrima fide.” Where such condition of things exists—concession of the right to trade and to call upon the State, through its courts to enforce its trading contracts, there must, in the nature of things, coexist the correlative obligation on the part of the foreign corporation, to treat itself as subject to the same duties that might be Required of one made by domestic law. It seems to me there might *164be, in many cases, a great defect of remedy, or failure of justice, if this were not so. I think it ought to be so in the interests of justice—for the promotion of which rightful government can alone exist—and I have no hestation in saying that it is the view of law which should govern this court in all cases appropriate to its application.
It appears that, in addition to the fact, that the Diamond Match Company carries on business here, and possesses real estate for that purpose, the President of its Board of Directors, William H. Swift, the defendant in this proceeding, resides here as a citizen. It also appears that certain books and papers of the company are in this State in his custody and control to some extent as President. It further appears, that the relator is a large stockholder in the corporation, and in the course of his business pledged his certificates of shares and the stock they represented with certain parties in Michigan, (Messrs. Buhl and Alger), as security for certain money advanced by them to him, with the understanding that they should be entitled, if the debt were not duly paid, to apply the dividends rtf the net earnings of the company applicable to those shares, to the payment of the advances.
It seems that, during a certain period mentioned in the papers, no dividends were declared by the company. The relator has commenced a suit against his pledges in the courts of Michigan to procure a surrender to him of the certificates aforesaid, upon the ground that, in fact, the pledges have received from the company dividends or division of profits, upon the shares they represent, or otherwise, on account of their having them, to an amount exceeding the money advanced by them and interest upon it. He alleges that the books and papers of the company, now in the possession of its President, the defendant here, will show that fact. He further states, that he cannot support his suit without such proof, and that he needs a copy of such portion of those books and papers as will furnish it; that he has applied to such President to allow him to inspect such books and papers and take copies of such portions of them as he needs in his suit; that inspection was granted him, but the privilege of taking copies was denied unless the directors' of the company consented—the President promising to consult them. Afterwards, upon request and demand of the right *165to make copies, refusal was made, and the ground thereof stated to be that the directors forbade it. This application stands upon these facts, about which there is no dispute.
The objection made to the grant of the application rests upon two grounds. In so stating, I treat all that was said about the nature of the writ, as affecting the action of this court, as being not only unavailable, but as being more historical and explanatory than argumentative. It was certainly, however, admirably expressed every way. Those grounds are, first, that this court is without jurisdiction in this case; second, that if it have it, a proper case for the exercise of it has not been presented.
These are formidable objections, it must be said; and, in either case, if sustained, are conclusive against the relief prayed for. Let us examine them.
In order to support the claim of jurisdiction, it would be improper to consider this as a contest between the relator and the Diamond Match Company—that corporation as a corporate body not having, from anything that appears, become in any way a party to the controversy between the relator and the defendant, William H. Swift. It is sufficient, as I conceive, for the assertion of jurisdictional power in this court, that the latter resides here, is a citizen of this State, and has in his possession as the chief officer of that corporation, and under his present control, the books and papers, copies of portions of which the relator wants to make, for use in his controversy in Michigan. This evidence he claims is essential to the support of his suit, which cannot go on without it. As the books and papers of a corporate body are the best evidence of its operations and condition, and as that condition within the period stated in the petition and affidavit, is the vital fact upon which the relator’s case depends, and there is no law by which the company can be made to produce them in the action in Michigan, it is of the first importance to the relator that he shall have the next best evidence of their contents—examined copies. He can now only get them by an order of this court in the shape of a writ of mandamus; for the defendant will not allow copies to be made, and his refusal is the result, as it appears, of the Board of Directors of the company to permit him to give his consent. Whatever the President might be willing to do, his board will not permit the *166relator to have access to the books, to obtain the evidence he must have, to prosecute his suit with success.
It is perfectly true, as stated in the argument, that, in contemplation of law, a corporation has its residence, or domicile, using such terms as apply to individual persons, in the State or country of its creation and nowhere else; it being an invisible, intangible creation, existing only by positive law operating only intraterritorially, it necessariUy resulted that it had efficiency in the form of its creation and not out of it. This was the original idea of corporations, and hence the proposition asserted so constantly by text-writers, and by courts, that they can have no legal existence out of their own jurisdiction. If we are to understand by this that, propria rigore, a corporation can do nothing out of the territory of the creating power, then there can be no ground for dispute about it; but when we come to look at what I have before set forth with respect to what we call inter-state comity, it will appear that such proposition must be received with the qualification which such a state of things requires. Looking at the states as integral parts of a homogeneous whole, with governmental interests of a purely common nature, it came to pass, as of course, and for the convenience of each and all, that corporate bodies for trading purposes should, with respect to the end of their creation, be allowed to act and transact everywhere, the same as those of native creations. While, therefore, it is technically true that they have no legal existence out of their jurisdiction; yet, in point of fact, all the States recognize them as, at any rate, entitled to carry on their trades in them, and to sue in their courts for the collection of money due upon contracts with them, and to recover damages for injuries to their property. It is a requirement of the state of absolute free trade between the States, that this should be so. This, of course, is matter of convenience; but it is more, it is in furtherance of the interest of the State, into which another State corporation sends its agents to reside and conduct its business, that it shall not only be permitted to dwell in peace therein, but to transact its necessary affairs without let. This privilege is no right, but is so near akin to it, as to carry with it the usual incidents of a right. And it is so extensive, that what are in fact corporate rights—the right to sue and to purchase and hold property by whatever title are conceded *167to it, besides others. While the foreign corporation may not do all the acts authorized by its incorporation, in another State, yet it does many of them, and they, as I have shown, are corporate acts, and not those of mere administration. We must, therefore, not be misled by the unqualified assertion that corporate bodies have no legal existence outside of their creative States. They do exist, qualifiedly, for the promotion of the purposes of their creation; and, while in the non-creating State for those purposes, are subject to the laws of the resident State and liable to contribute, as domestic corporations-are, to the public burdens. While this is not such allegiance as a citizen is charged with, yet is all that anywhere a corporation can be said to bear to a political society, except, perhaps, that resulting from the visitatorial power held by a creating State over its corporations. I say, perhaps; for whenever a foreign corporation, for certain purposes, shall abuse its powers in the State whose hospitality it enjoys, to the detriment of the citizens of that State, there would not be wanting reasons why its functions should be examined in the interest of the public welfare. It is not to be thought of, that the favor of the State shall be abused, without check or hindrance. How can it be fairly argued then, that this State has no jurisdiction over this corporation, and that it owes to her no allegiance ? Suppose a corporate body should undertake to do any corporate act in the State—by which I mean an act which cannot be done by an artificial body without grant, express or implied ; would.not the restraining power of the law be put in exercise, or might it not be used, to prevent it? To find out whether under the plea of exercising mere trading powers, others of an unequivocal corporate nature were being used, would it not be competent to put the machinery of the law of a State in operation for the purpose ? Undoubtedly. There is a well known preventive remedy, which would be called into action, and put in force, if a proper case should be presented. If then, the foreign corporation, or its agents, or servants, can be reached, for some purposes, like corporations of a domestic nature, or the servants of them, why not for others also, where the demands of justice require their amenability to the law ? For my part, I cannot see; and I think that, in this case, we should make a great mistake if we gave our countenance to the refusal of the officers of this corporation *168to allow the petitioner to make extracts from their books. What is the corporation of the Diamond Match Company ? It is but a collection of individuals allowed to transact a certain business under a corporate name; and, through it, exercise rights it would be too inconvenient for them to use individually. Who are the President and Board of Directors of this body ? They are stockholders in it, and its official servants. Who is the relator ? He is a stockholder also, and a very large one- What are those books and papers in the possession of the president of the company, in this State, where business of the company is carried on ? They are the record of its proceedings as a corporate body. How it is, beyond any question, true, that any stockholder, large or small, has the right to examine those books and papers and take copies of them, whenever his interests require it, and the transaction of the business of the company, by its officers, would not be disturbed by so doing, and the time when it is sought to examine them, is not an unsuitable one. Who can gainsay his right? Can anybody? If so, by what authority? No one can; unless some power to prevent it is contained in the charter, or the corporators have made terms, with respect to examination, which would be violated if the privilege were exercised by him at the time of his demand. And this right cannot be allowed to depend, for its enjoyment, upon the accident or design of wrongful custody of them at the time. In a proper way, and for proper purposes—the enforcement or defence of his rights and interests, &c.,—they must be opened for his use. They are his, as much as' they are the property of any other stockholder ,• and none can defeat his right.
Here then we have the books of the relator’s corporation in this State, and in the custody of its chief officer, with what must be held to be the consent of the directors of the company who are its legal agents; that corporation is, for the purposes of its business, the owner of valuable real estate here, in virtue of purchase under an act of Assembly the passage of which was sought by it; it carries on an extensive and valuable business, involving powers certainly of a corporate character and with the immunity in its members of. being free from responsibility, or any personal liability, for its debts or contracts; what in the name of reason is its status *169if not that of residence, or domicile of some sort? And if any, what plea ought to weigh with this court against the petition of the relator ? In my judgment The Diamond Match Company, by doing business here, is here, for all purposes of jurisdiction, in actions against it, as well as for it. Any other conclusion would recognize this strange state of things, that a corporation would enjoy immunities in a state which no individual could have. An individual in a State, for a mere temporary purpose, is under the protection of the laws and has upon him the correlative duty of obedience and submission to them. Should not a foreign corporation, transacting a large business in a State and having there the residence of its chief officer, be under like duty of obedience and submission ? Certainly. Would a court hesitate to make an order, as prayed for here, if an individual within the State were a proper subject for its exercise, the proper case being made out? Surely not. Then why, I ask, in the case of a foreign corporation, acting and doing here under the sanction and protection of our laws ? Is it higher than a body of our own creation? But it is urged that the foreign corporation is resident elsewhere and you cannot reach it with your process. Admitting for the sake of the argument only that to be true, yet the books belonging to it and wanted to be used, for copies, in the suit in Michigan are here by its consent in the charge of its President, and all the relief asked for can be obtained by an order on him, the custodian of them by the consent of the corporation, but for the use on proper occasions of a stockholder who is in his corporate relation a part owner of them with the other stockholders.
Impressed as I was with the very able manner in which the opponents of this petition presented their case, and recognizing the great strength of their arguments, viewing the question to be decided from their standpoint, I cannot but feel that they were met and more than met by those presented on the side of the petitioner, which are better adapted to the consideration of the case before the court, viewed in the light of the law which now prevails all over this land with respect to corporate bodies of a private nature, and those doing business by acquiescence, in a jurisdiction in a technical sense alien to that of their creation.
Having now treated the subject as fully as the exigencies of *170the occasion allow, and with a sincere wish to further the ends of justice if by law in this case it may be done, I am of opinion that the prayer of the petitioner should be granted.