¶1This is an.action to recover a penalty under section 33 of the New York Stock Corporation Law. The action is brought by the plaintiff as a stockholder of the American Woolen Company against the *185Guaranty Trust Company of New York, upon the ground of an alleged refusal by the defendant to permit the plaintiff to examine certain books kept by the defendant as a “ transfer agent ” of the American Woolen Company. Section 33, as I understand it, refers only to a foreign corporation having an office for the transaction of business in this state. The duty to deposit the stock book with the transfer agent, which is imposed by this section, applies only to “ such foreign corporations.” It is conceded that the American Woolen Company is a foreign corporation, and that it has no office for the transaction of business in this state, unless the transactions conducted by the Guaranty Trust Company of New York may be construed as a matter of law to constitute the transaction of business by the American Woolen Company in the state of New York. The Guaranty Trust. Company of New York was the agent of the American Woolen Company in New York only for the purpose of receiving certificates of stock as an incident to their transfer, and for delivering new certificates after the transfer had been made' in the state of New Jersey. This single duty, which the American Woolen Company employed the Guaranty Trust Company of New York to perform in this state, does not establish that the American Woolen Company had “ an office for the transaction of business in this state.” It follows that the defendant trust company did not have in its custody or control any “ stock books,” which the stockholders of the American Woolen Company were entitled to inspect under the provisions of section 33 of the New York Stock Corporation Law. Whatever may be the rule on this question which shall ultimately be adopted, I feel that this court should adhere to the rule applied in Hovey v. Lawyers’ Title Insurance Co., App. Term, December, 1911, affirming a judgment involving this precise question.
¶2The judgment appealed from should be reversed with costs, and the complaint dismissed, with costs.