120 Ga. 575 | Ga. | 1904
(After stating the foregoing facts.) The Bank .of Culloden was incorporated under the. Civil Code, § 1903, and not under the act of 1891 (Acts 1890-1, p. 172). It can not, therefore, claim a.charter lien by virtue of the amending act approved December 20, 1893 (Acts 1893, p. 78). Its defense to the present suit must rest solely upon the by-law lien, under the Civil Code, § 2825. If the face of the scrip had indicated the existence of such lien, every purchaser or pledgee would thereby have been put on inquiry, and would have taken subject to the claim of the bank for any debt due at the date of the transfer, and subject to any debt that might arise between the holder of the stock and the bank before the latter received notice of a sale or a pledge. But the same reasons which protect bona fide purchasers against secret liens generally apply with peculiar force to prevent the enforcement of secret incumbrances on corporate shares. For while they are not negotiable in the full sense, yet the custom of business, the necessities of commerce, and the multitude of transactions, tend more and more to force the transfer of stock under the rule applicable to the sale of negotiable instruments. Indeed, the Civil Code, § 2825, recognizes that the by-law lien would not be good as against a creditor without notice. It being admitted that the Bank of Forsyth in the present -case was an innocent pledgee, on that branch of the case it must prevail, unless, as claimed by the plaintiff in error, the words “transferable only on the books of the corporation, in person or by attorney, on surrender of the certificate,” charged the pledgee with notice of what could be learned by examining the books, including the by-law, and the amount of