TAI TONG VS.
INSURANCE COMMISSION of complainants for the balance had been paid in the
FACTS:
Complainants acquired from a certain Rolando Gonzales
a parcel of land and a building located at San Rafael
Village.
Complainants assumed the mortgage of the building in
favor of S.S.S., which building was insured with
respondent S.S.S. Accredited Group of Insurers for
P25,000.00.
Azucena Palomo obtained a loan from Tai Tong Chuache,
Inc. in the amount of P100,000.00. To secure the payment
of the loan, a mortgage was executed over the land and
the building in favor of Tai Tong Chuache & Co.
Arsenio Chua, representative of Thai Tong Chuache &
Co. insured the latter’s interest with Travellers Multi-
Indemnity Corporation for P100,000.00 (P70,000.00 for
the building and P30,000.00 for the contents thereof)
Pedro Palomo secured a Fire Insurance, covering the
building for P50,000.00 with respondent Zenith Insurance
Corporation. Another Fire Insurance Policy was procured
from respondent Philippine British Assurance Company,
covering the same building for P50,000,00 and the
contents thereof for P70,000.00.
Thereafter, the building and the contents were totally
razed by fire.
Based on the computation of the loss, including the
Travellers Multi-Indemnity, Respondents, Zenith
Insurance, Phil. British Assurance and S.S.S. Accredited
Group of Insurers, paid their corresponding shares of the
loss.
Demand was made from respondent Travellers Multi-
Indemnity for its share in the loss but the same was
refused. Hence, complainants demanded from the other
three (3) respondents the balance of each share in the loss
based on the computation of the Adjustment Standards
Report excluding Travellers Multi-Indemnity in the
amount of P30,894. but the same was refused, hence, this
action.
In their answers, Philippine British Assurance and Zenith
Insurance Corporation admitted the material allegations
in the complaint, but denied liability on the ground that
the claim of the complainants had already been waived,
extinguished or paid.
Instead of filing an answer, SSS Accredited Group of
Insurers informed the Commission that the herein claim
amount in full, based on the Adjustment Standards
Corporation Report.
Travellers Insurance, on its part, admitted the issuance of
the Policy and alleged as its special and affirmative
defenses the following, to wit: that Fire Policy, covering
the furniture and building of complainants was secured by
a certain Arsenio Chua, mortgage creditor, for the purpose
of protecting his mortgage credit against the
complainants; that the said policy was issued in the name
of Azucena Palomo, only to indicate that she owns the
insured premises; that the policy contains an endorsement
in favor of Arsenio Chua as his mortgage interest may
appear to indicate that insured was Arsenio Chua and the
complainants; that the premiums due on said fire policy
was paid by Arsenio Chua; that respondent Travellers is
not liable to pay complainants.
Tai Tong Chuache & Co. filed a complaint in intervention
claiming the proceeds of the fire Insurance Policy, issued
by respondent Travellers Multi-Indemnity.
Travellers Insurance, in answer to the complaint in
intervention, alleged that the Intervenor is not entitled to
indemnity under its Fire Insurance Policy for lack of
insurable interest before the loss of the insured premises
and that the complainants, spouses Pedro and Azucena
Palomo, had already paid in full their mortgage
indebtedness to the intervenor.
ISSUE:
W/N the complaint was filed against the real party in
interest
RULING:
Public respondent argues however, that if the civil case
really stemmed from the loan granted to Azucena Palomo
by petitioner the same should have been brought by Tai
Tong Chuache or by its representative in its own behalf.
From the above premise respondent concluded that the
obligation secured by the insured property must have been
paid.
The premise is correct but the conclusion is wrong. Citing
Rule 3, Sec. 2 10 respondent pointed out that the action
must be brought in the name of the real party in interest.
We agree. However, it should be borne in mind that
petitioner being a partnership may sue and be sued in its
name or by its duly authorized representative. The fact
that Arsenio Lopez Chua is the representative of
petitioner is not questioned. Petitioner’s declaration that
Arsenio Lopez Chua acts as the managing partner of the
partnership was corroborated by respondent insurance
company. 11 Thus Chua as the managing partner of the
partnership may execute all acts of administration 12
including the right to sue debtors of the partnership in case
of their failure to pay their obligations when it became due
and demandable. Or at the very least, Chua being a partner
of petitioner Tai Tong Chuache & Company is an agent
of the partnership. Being an agent, it is understood that he
acted for and in behalf of the firm. 13 Public respondent’s
allegation that the civil case filed by Arsenio Chua was in
his capacity as personal creditor of spouses Palomo has
no basis.

The respondent insurance company having issued a

policy in favor of herein petitioner which policy was of
legal force and effect at the time of the fire, it is bound by
its terms and conditions. Upon its failure to prove the
allegation of lack of insurable interest on the part of the
petitioner, respondent insurance company is and must be
held liable.

IN VIEW OF THE FOREGOING, the decision appealed

from is hereby SET ASIDE and ANOTHER judgment is
rendered ordering private respondent Travellers Multi-
Indemnity Corporation to pay petitioner the face value of
Insurance Policy No. 599-DV in the amount of
P100,000.00. Costs against said private Respondent.
TEAGUE VS. MARTIN
FACTS:
Plaintiff alleges that he and the defendants formed a
partnership for the operation of a fish business and similar
commercial transactions, which by mutual contest was
called "Malangpaya Fish Co," with a capital of P35,000,
of which plaintiff paid P25,000, the defendant Martin
P5,000, P2,500, and Golucke P2,500.
That the plaintiff was named the general manager to take
charge of the business, with full power to do and perform
all acts necessary to carry out of the purposes of the
partnership.
That there was no agreement as to the duration of the
partnership. That plaintiff wants to dissolve it, but that the
defendants refused to do so. A statement marked Exhibit
A, which purports to be a cash book, is made a part of the
complaint.
That the partnership purchased and now owns a lighter
called Lapu-Lapu, and a motorship called Barracuda, and
other properties. That the lighter and the motorship are in
the possession of the defendants who are making use of
them, to the damage and prejudice of the plaintiff, for any
damage which plaintiff may sustain. That it is for the best
interest of the parties to have a receiver appointed pending
this litigation, to take possession of the properties, and he
prays that the Philippine Trust Company be appointed
receiver, and for judgment dissolving the partnership,
with costs.
“Mr. Teague will have charge of selling fish in
Manila and purchasing supplies. No salary until
business is on paying basis, then the same as
Maddy or Martin.”
Defendant Martin specifically denies the "plaintiff was
named general manager of the partnership," and alleged
"that all the duties and powers of the said plaintiff were
specifically set forth in the above quoted written
agreement and that no further or additional powers were
ever given the said plaintiff." He denies that Exhibit A is
a true or correct statement of the cash received and paid
out by or on behalf of the partnership, or that the
partnership over purchased or that it now owns the
lighter Lapu-Lapu, "And/ or any other properties" as
mentioned in said ninth paragraph, except such motorship
and a smoke in the house," or that the defendants are
making use of any of the properties of the partnership, to
the damage and prejudice of the plaintiff, or that they do
not have any visible means to answer for any damages,
and alleges that at the time of the filing of the complaint,
partnership in cold storage, of the value of P6,000, for
which he has never accounted on the books of the
partnership or mentioned in the complaint, and defendant
prays that plaintiff's complaint be dismissed, and that he
be ordered and required to render an accounting , and to
pay to partnership the balance of his unpaid subscription
amounting to P10,000.
ISSUE:
I. The trial court erred in not having confined itself, in the
determination of this case, to the question as to whether
or not it is proper to dissolve the partnership and to
liquidate its assets, for all other issues raised by appellees
are incidental with the process of liquidation provided for
by law.
II. The trial court erred in not resolving the primary and
most important question at issue in his case, namely,
whether or not the appellant M. Teague was the manager
of the unregistered partnership Malangpaya Fish
Company.
III. The trial court erred in holding that the appellant had
no authority to buy the Lapu-Lapu, the Ford truck and the
adding machine without the consent of his copartners, for
in accordance with article 131 of the Code of Commerce
the managing partner of a partnership can make purchases
for the partnership without the knowledge and/or consent
of his copartners.
IV. The trial court erred in holding that the Lapu-Lapu,
the Ford truck and the adding machine purchased by
appellant, as manager of the Malangpaya Fish Company,
for and with funds of the partnership, do not form part of
the assets of the partnership.
V. The trial court erred in requiring the appellant to pay
to the partnership the sum of P14,032.26, purchase price,
cost of repairs and equipment of the barge Lapu-Lapu;
P1,230 purchase price of the adding machine, for these
properties were purchased for and they form part of the
assets of the partnership.
VI. The trial court erred in disapproving appellant's claim
for salary and expenses incurred by him for and in
connection with the partnership's business.
VII. The trial court erred in approving the claims of
appellees J.T. Maddy and H. Martin and in requiring the
appellant to pay them the sum of P1,512.03 and P615.49
respectively.
VIII. The trial court erred in not taking cognizance of
appellant's claim for reimbursement for advances made
by him for the partnerships, as shown in the statement
attached to the complaint marked Exhibit A, in which
there is a balance in his favor and against the partnership
amounting to over P16,000
RULING:
By their respective pleadings, all parties agreed that there
was a partnership between them, which appears at one
time to have done a good business. In legal effect, plaintiff
asked for its dissolution and the appointment of a
receiver pendente lite. The defendants did not object to
the dissolution of the partnership, but prayed for an
accounting with the plaintiff. It was upon such issues that
the evidence was taken and the case tried. Hence, there is
no merit in the first in the first assignment of error.
Complaint is made that the lower court did not
specifically decide as to whether or not the plaintiff was
the manager of the unregistered partnership. But upon that
question the lower court, in legal effect, followed and
approved the contention of the defendants that the duties
of each partners were specified and defined in the "plans
for formation of a limited partnership," in which it is
stated that Captain Maddy would have charge of
the Barracuda and its navigation, with a salary of P300
per month, and that Martin would have charge of the
southern station, cold stores, commisary and procuring
fish, with a salary of P300 per month, and that the plaintiff
would have charge of selling fish in Manila and
purchasing supplies, without salary until such time as the
business is placed on a paying basis, when his salary
would be the same as that of Maddy and Martin, and that
the principal office of the partnership "shall keep books
showing plainly all transactions," which shall be available
at all time for inspection of any of the members.
It will thus be noted that the powers and duties of Maddy
Martin, and the plaintiff are specifically defined, and that
each of them was more or less the general manager in his
particular part of the business. That is to say, that Maddy's
power and duties are confined and limited to the charge
of the Barracuda and its navigation, and Martin's to the
southern station, cold stores, commissary and procuring
fish, and that plaintiff's powers and duties are confined
and limited to "selling fish in Manila and the purchase of
supplies." In the selling of fish, plaintiff received a
substantial amount of money which he deposited to the
credit of the company signed by him as manager, but it
appears that was a requirement which the bank made in
the ordinary course of business, as to who was authorized
to sign checks for the partnership; otherwise, it would not
cash the
In the final analysis, the important question in this case is
the ownership of the Lapu-Lapu, the Ford truck, and the
adding machine. The proof is conclusive that they were
purchased by the plaintiff and paid for him from and out
of the money of the partnership. That at the time of their
purchase, the Lapu-Lapu was purchased in the name of
the plaintiff, and that he personally had it registered in the
customs house in his own name, for which he made an
affidavit that he was its owner. After the purchase, he also
had the Ford truck registered in his won name. His
contention that this was done as a matter of convenience
is not tenable. The record shows that when the partnership
purchased the Barracuda, it was registered in the customs
house in the name of the partnership, and that it was a very
simple process to have it so registered.
Without making a detailed analysis of the evidence, we
agree with the trial court that the Lapu-Lapu, the Ford
truck, and the adding machine were purchased by the
plaintiff and paid for out of the funds of the partnership,
and that by his own actions and conduct, and the taking of
the title in his own name, he is now estopped to claim or
assert that they are not his property or that they are the
property of the company. Again, under his powers and
duties as specified in the tentative, unsigned written
agreement, his authority was confined and limited to the
"selling of fish in Manila and the purchase of supplies." It
must be conceded that, standing alone, the power to sell
fish and purchase supplies does not carry with it or imply
the authority to purchase the Lapu-Lapu, or the Ford
truck, or the adding machine. From which it must follow
that he had no authority to purchase the lighter Lapu-
Lapu, the Ford truck, or the adding machine, as neither of
them can be construed as supplies for the partnership
business. While it is true that the tentative agreement was
never personally signed by any member of the firm, the
trial court found as a fact, and that finding is sustained by
the evidence, that this unsigned agreement was acted upon
and accepted by all parties as the basis of the partnership.
It was upon that theory that the lower court allowed the
defendant s Maddy and Martin a salary of P300 per month
and the money which each of them paid out and advanced
in the discharged of their respective duties, and denied
any salary to the plaintiff, for the simple reason that the
business was never on a paying basis.
Much could be said about this division of powers, and that
Maddy and Martin's duties were confined and limited to
the catching and procuring of fish, which were then
shipped to the plaintiff who sold them on the Manila
market and received the proceeds of the sales. In other
words, Maddy and Martin were supplying the fish to
plaintiff who sold them under an agreement that he would
account for the money.
All things considered, we are of the opinion that P2,000
is a reasonable, amount which the plaintiff should receive
for its use.
In all things and respects, the judgment of the lower court
as to the merits is affirmed, with the modification only
that P2,000 shall be deducted from the amount of the
judgment which was awarded against the plaintiff, such
deduction to be made for and on account of such use of
the Lapu-Lapu by the partnership, with costs against the
appellant. So ordered.
FORTIS VS. GUTIERREZ order to determine what the salary of the plaintiff was, to
determine what the profits of the business were, after
FACTS: paying all of the expenses except his, but that
Plaintiff, an employee of defendants during the years determination was not the final determination of the net
1900, 1901, and 1902, brought this action to recover a profits of the business. It was made for the purpose of
balance due him as salary for the year 1902. He alleged fixing the basis upon which his compensation should be
that he was entitled, as salary, to 5 per cent of the net determined.
profits of the business of the defendants for said year. The
complaint also contained a cause of action for the sum of
600 pesos, money expended by plaintiff for the
defendants during the year 1903. The court below, in its
judgment, found that the contract had been made as
claimed by the plaintiff
that the plaintiff had received on account of such salary
12,811.75 pesos, Mexican currency, and ordered
judgment against the defendants for the sum 13,566.93
pesos, Mexican currency, with interest thereon
The court also ordered judgment against the defendants
for the 600 pesos mentioned in the complaint, and intereat
thereon. The total judgment rendered against the
defendants in favor of the plaintiff, reduced to Philippine
currency, amounted to P13,025.40. The defendants
moved for a new trial, which was denied, and they have
brought the case here by bill of exceptions.
ISSUE:
W/N there exists a contract of partnership between the
parties
RULING:
It is claimed by the appellants that the contract alleged in
the complaint made the plaintiff a copartner of the
defendants in the business which they were carrying on.
This contention can not bo sustained. It was a mere
contract of employnent. The plaintiff had no voice nor
vote in the management of the affairs of the company. The
fact that the compensation received by him was to be
determined with reference to the profits made by the
defendants in their business did not in any sense make by
a partner therein. The articles of partnership between the
defendants provided that the profits should be divided
among the partners named in a certain proportion. The
contract made between the plaintiff and the then manager
of the defendant partnership did not in any way vary or
modify this provision of the articles of partnership. The
profits of the business could not be determined until all of
the expenses had been paid. A part of the expenses to be
paid for the year 1902 was the salary of the plaintiff. That
salary had to be deducted before the net profits of the
business, which were to be divided among the partners,
could be ascertained. It was undoubtedly necessary in
MACHUCA VS. CHUIDIAN
FACTS:
The defendants are a regular general partnership,
organized in Manila as a continuation of a prior
partnership of the same name. The original partners
constituting the partnership of 1882 were D. Telesforo
Chuidian, Doña Raymunda Chuidian, Doña Candelaria
Chuidian, and D. Mariano Buenaventura. The capital was
fixed in the Partnership agreement at 160 000 pesos, of
which the first three partners named contributed 50,000
pesos each, and the last named 10,000 pesos, and it was
stipulated that the liability of the partners should be
"limited to the amounts brought in by them to farewell the
partnership stock."
In addition to the amounts contributed by the partners to
the capital, it appears from the partnership agreement that
each one of them had advanced money to the preexisting
partnership, which advances were assumed as liabilities
by the new partnership. These advances or accounts-
current aggregated something over 665,000 pesos, of
which sum about 569,000 pesos represented the advances
from the Chuidians and the balance that from D. Mariano
Buenaventura.
Doña Raymunda Chuidian retired from the Partnership.
The partnership went into liquidation, and it does not
appear that the liquidation had been terminated when this
actual was brought.
D. Mariano Buenaventura died, his estate passing by will
to his children, among whom was D. Vicente
Buenaventura. Upon the partition of the estate the amount
of the interest of D. Vicente Buenaventura in his father’s
account-current and in the capital was ascertained and
recorded in the hooks of the firm.
D. Vicente Buenaventura executed a public instrument in
which for a valuable consideration he "assigns to D. Jose
Gervasio Garcia . . . a 25 per cent share in all that may be
obtained by whatever right or in what ever form from the
liquidation of the partnership of Chuidian, Buenaventura
& Co., in the part pertaining to him in said partnership
The plaintiff claims under Garcia by virtue of a
subsequent assignment, which has been notified to the
liquidator of the partnership.
The liquidator of the partnership having declined to
record in the books of the partnership the plaintiff’s claim
endow the assignment as a credit due from the concern to
him this action is brought to compel such record to be
made, and the plaintiff further asks that he be adjudicated
to be a creditor of the partnership in an amount equal to
25 per cent of D. Vicente Buenaventura’s share in his
father’s account-current, as ascertained when the record
was made in the books of the partnership upon the
partition of the latter’s estate, with interest, less the
liability to which the plaintiff is subject by reason of his
share in the capital; that the necessary liquidation being
first had, the partnership pay to the plaintiff the balance
which may be found to be due him; and that if the
partnership has no funds with which to discharge this
obligation an adjudication of bankruptcy be made. He
also asks to recover the damages caused by reason of the
failure of the liquidator to record his credit in the books
of the partnership.
ISSUE:
The underlying question in the case relates to the
construction of clause 19 of the partnership agreement, by
which it was stipulated that "upon the dissolution of the
company, the pending obligations in favor of outside
parties should be satisfied, the funds of the minors Jose
and Francisco Chuidian [it does not appear what their
interest in the partnership was or when or how it was
acquired] should be taken out, and afterwards the
resulting balance of the account-current of each of one of
those who had put in money (imponentes) should be
paid."
RULING:
Our construction of this clause is that it establishes a basis
for the final adjustment of the affairs of the partnership;
that that basis is that the liabilities to non partners are to
be first discharged; that the claims of the Chuidian minors
are to be next satisfied; and that what is due to the
respective partners on account of their advances to the
firm is to be paid last of all, leaving the ultimate residue,
of course, if there be any, to be distributed among the
partners in the proportions in which they may be entitled
thereto.
Although in a sense the partners, being at the same time
creditors, were "outside parities" it is clear that a
distinction is made in this clause between creditors who
were partners and creditors who were not partners, and
that the expression "outside parties" refers to the latter
class. And the words "pending obligations," we think,
clearly comprehend outstanding obligations of every kind
in favor of such outside parties, and do not refer merely,
as claimed by counsel for the plaintiff, to the completion
of mercantile operations unfinished at the time of the
dissolution of the partnership, such as consignments of
goods and the like. As respects the claims of the Chuidian
minors, the suggestion of counsel is that the clause in
question means that their accounts are to be adjusted termination of the liquidation, 25 per cent of D. Vicente’s
before those of the partners but not paid first. Such a resulting interest, both as partner and creditor. The
provision would have been of no practical utility, and the judgment in this case should not affect the plaintiff’s right
language used — that the funds should be "taken out" — to bring another action against the partnership when the
does not admit of such a construction. affairs of the same are finally wound up. The proper
judgment will be that the action be dismissed. The
Such being the basis upon which by agreement of the
judgment of the court below is reversed and the case is
partners the assets of the partnership are to be applied to
remanded to that court with directions to enter a judgment
the discharge of the various classes of the firm’s
of dismissal. So ordered.
liabilities, it follows that D. Vicente Buenaventura, whose
rights are those of his father, is in no case entitled to
receive any part of the assets until the creditors who are
non partners and the Chuidian minors are paid. Whatever
rights he had either as creditor or partner, he could only
transfer subject to this condition. And it is clear, from the
language of the instrument under which the plaintiff
claims, that this conditional interest was all that D.
Vicente Buenaventura ever intended to transfer. By that
instrument he undertakes to assign to Garcia not a present
interest in the assets of the partnership but an interest in
whatever "may be obtained from the liquidation of the
partnership," which Garcia is to received in the same form
in which it may be obtained from said partnership,’’ and
"on the date when Messrs. Chuidian, Buenaventura &
Co., in liquidation, shall have effected the operations
necessary in order to satisfy" the claims of D. Vicente
Buenaventura.
In other words, the assignment does not purport to transfer
an interest in the partnership, but only a future contingent
regulate to 25 per cent of such portion of the ultimate
residue of the partnership property as the assignor may
become entitled to receive by virtue of his proportionate
interest in the capital.
There is nothing in the case to show either that the non-
partner creditors of the partnership have been paid or that
the claims of the Chuidian minors have been satisfied.
Such rights as the plaintiff has acquired against the
partnership under the assignment still remain, therefore,
subject to the condition which attached to them in their
origin, a condition wholly uncertain of realization, since
it may be that the entire assets of the partnership will be
exhausted in the payment of the creditors entitled to
preference under the partnership agreement, thus
extinguishing the plaintiff’s right to receive anything
from the liquidation.
The plaintiff having acquired no rights under the
assignment which are now enforceable against the
defendant, this action can not be maintained. The
liquidator of the defendant having been notified of the
assignment, the plaintiff will be entitled to receive from
the assets of the partnership, if any remain, at the
PARDO VS. HERCULES LUMBER CO. deprive a stockholder of the right altogether. A by-law
unduly restricting the right of inspection is undoubtedly
FACTS: invalid. Authorities to this effect are too numerous and
The petitioner, Antonio Pardo, a stockholder in the direct to require extended comment. Under a statute
Hercules Lumber Company, Inc., one of the respondents similar to our own it has been held that the statutory right
seeks by this original proceeding in the Supreme Court to of inspection is not affected by the adoption by the board
obtain a writ of mandamus to compel the respondents to of directors of a resolution providing for the closing of
permit the plaintiff and his duly authorized agent and transfer books thirty days before an election.
representative to examine the records and business
It will be noted that our statute declares that the right of
transactions of said company.
inspection can be exercised "at reasonable hours." This
It is inferentially, if not directly admitted that the means at reasonable hours on business days throughout
petitioner is in fact a stockholder in the Hercules Lumber the year, and not merely during some arbitrary period of
Company, Inc., and that the respondent, Ignacio Ferrer, as a few days chosen by the directors.
acting secretary of the said company, has refused to
In addition to relying upon the by-law, to which reference
permit the petitioner or his agent to inspect the records
is above made, the answer of the respondents calls in
and business transactions of the said Hercules Lumber
question the motive which is supposed to prompt the
Company, Inc., at times desired by the petitioner. No
petitioner to make inspection; and in this connection it is
serious question is of course made as to the right of the
alleged that the information which the petitioner seeks is
petitioner, by himself or proper representative, to exercise
desired for ulterior purposes in connection with a
the right of inspection conferred by section 51 of Act No.
competitive firm with which the petitioner is alleged to be
1459.
connected. It is also insisted that one of the purposes of
The main ground upon which the defense appears to be
the petitioner is to obtain evidence preparatory to the
rested has reference to the time, or times, within which
institution of an action which he means to bring against
the right of inspection may be exercised. In this
the corporation by reason of a contract of employment
connection the answer asserts that in article 10 of the By-
which once existed between the corporation and himself.
laws of the respondent corporation it is declared that
These suggestions are entirely apart from the issue, as,
"Every shareholder may examine the books of the
generally speaking, the motive of the shareholder
company and other documents pertaining to the same
exercising the right is immaterial.
upon the days which the board of directors shall annually
fix." It is further averred that at the directors' meeting of We are of the opinion that, upon the allegations of the
the respondent corporation held on February 16, 1924, the petition and the admissions of the answer, the petitioner
board passed a resolution to the following effect. is entitled to relief. The demurrer is, therefore, sustained;
and the writ of mandamus will issue as prayed, with the
The contention for the respondent is that this resolution of
costs against the respondent. So ordered.
the board constitutes a lawful restriction on the right
conferred by statute; and it is insisted that as the petitioner
has not availed himself of the permission to inspect the
books and transactions of the company within the ten days
thus defined, his right to inspection and examination is
lost, at least for this year.
ISSUE:

RULING:
We are entirely unable to concur in this contention. The
general right given by the statute may not be lawfully
abridged to the extent attempted in this resolution. It may
be admitted that the officials in charge of a corporation
may deny inspection when sought at unusual hours or
under other improper conditions; but neither the executive
officers nor the board of directors have the power to