66 P. 494 | Cal. | 1901
This suit was brought to recover the amount of dividends on certain shares of the capital stock of the defendant, being the same shares of stock for which the plaintiffs afterwards recovered in the judgment affirmed in Ashton v. Heggerty,
The stock in question belonged originally to the estate of Heydenfeldt, the plaintiffs' testator, and in pursuance of a decree of distribution of date October 23, 1893, the certificates therefor, indorsed by the executors, were delivered by them to Elizabeth A. Heydenfeldt, widow of the testator, to whom they had been distributed. But an appeal was taken from this decree, which resulted in its reversal, March 15, 1895. (Estate of Heydenfeldt,
The question of the plaintiffs' right to the stock was disposed of in the former decision. (Ashton v. Heggerty,
The last two points may be briefly disposed of. The allegations contained in the affirmative defense set up no new *410 matter, and are fully covered by the findings. The objection to the sufficiency of the evidence to justify the finding as to demand is based upon a supposed variance between the facts alleged and found, and the evidence. The actual dividends were declared June 20, July 20, August 22, September 20, October 17, and December 21, 1895, and were for ten cents per share each; the dividends referred to in the complaint and findings are described in precisely the same terms, except, as to the first five, that the year is given as "1894," instead of "1895." But this is obviously a mere clerical error, as is shown by the preceding allegations of the complaint and findings, which describe the dividends intended as made after the reversal of the decree ("March 15, 1895"), and after the date of the written notice referred to ("the 20th of June, 1895"). Nor was it shown or claimed that dividends were declared in 1894, or that any dividends, other than the six, were declared in 1895.
The remaining point, more specifically stated, is, that the plaintiffs' title, as shown by the complaint and findings, is insufficient to maintain the action. This position is based by the counsel of appellant on two grounds, essentially different; namely, that the action can be maintained only by the party appearing to be the owner on the books of the company, and that it cannot be maintained on a merely equitable title, such as it is claimed is the plaintiffs'.
The former proposition cannot be sustained, at least not in this state, where, by express provision of the law, stock is transferred, "as to the parties thereto," by simple indorsement and delivery. (Civ. Code, secs. 324, 1459.) The rule is different where, by express provisions of the law, stock is made "transferable only on the books of [the] company," etc. (Northropv. Newton and Bridgeport Turnpike Co.,
Nor do we think tenable the proposition that the action cannot be maintained on such a title as the plaintiffs'. The transfer of the stock to Mrs. Heydenfeldt derived its whole efficacy from the decree of distribution; and when the decree was reversed, "the matter stood as though no decree had been made." (Ashton v.Heydenfeldt,
In reaching this conclusion we have not thought it necessary to consider the supposed distinction between the legal and the equitable title, or to determine whether the title of the executors is the one or the other. The distinction belongs appropriately to the law of real estate; and though it has been extended to personalty, the application with regard thereto has been less extensive, and the distinction itself is less significant. For, in many cases, — as, for example, in the case of money received in trust or for the use of another, — *412 courts of law recognize the equitable as the legal title; and even where the distinction obtains, the equitable is regarded as the true owner by courts of equity. Hence, in this state, where the courts exercise both jurisdictions, the question as to the nature of the title sued upon is generally immaterial; or, rather, it is material only to the question of the nature of the action, whether legal or equitable, and to the question of parties.
With regard to the latter question, the assignees should perhaps have been made parties, as they were in the suit ofAshton v. Heggerty,
We advise that the judgment and order appealed from be affirmed.
Cooper, C., and Gray, C., concurred.
For the reasons given in the foregoing opinion the judgment and order appealed from are affirmed.
Harrison, J., Garoutte, J., Van Dyke, J.