107 Ga. 212 | Ga. | 1899
The demurrer not only expressly admits, but urges as a reason for the alleged non-liability of the defendant to the plaintiff, that the certificates “being endorsed to said association ‘for withdrawal’ only, there could be no transfer to the defendant thereof by said association.” This is true. The endorsement, or transfer, to the association of each of these certificates was limited or qualified by the words “ for withdrawal,” which clearly showed the purpose for which the certificate was endorsed to the association, that purpose being, not to convey title to the-stock of the association, but to formally return, or surrender, the certificate to the association, in order that the owner of the-stock might receive from the association its withdrawal value. The terms of the endorsement, taken in connection with the contract between the building and loan association and the stockholders, which was printed on the certificate, were such as to put the bank upon notice of the purpose for which the stockholder owning the certificate transferred it to the association which issued it. It being admitted that the building and loan association had no power to transfer these certificates to the bank, then the right to the certificates and whatever they
It is further urged in the demurrer, with reference to each of the certificates, that the owner thereof “having transferred said certificate and said shares, ‘for withdrawal,’ to said building and loan association, the same being the corporation issuing said shares, and being the association owing the withdrawal value thereof, said shares became extinct or permanently withdrawn, and the same could not be transferred to this defendant by said association, and this defendant can not be made responsible to the plaintiff for any transaction with reference to said shares had between said association and this defendant.” We do not think that the mere transfer of the certificate to the association “for withdrawal” extinguished the stock. The stock would nevertheless continue in existence until it was actually withdrawn. Until the expiration of sixty days from the notice of withdrawal, the owner of the stock, represented by the certificate which had been endorsed to the corporation “for withdrawal,” would still be a stockholder in the corporation, and could, before the notice of withdrawal had matured, waive his right to withdraw and resume all the rights and liabilities of a member of the association. Thompson on Building Associations, p. 278; Thornton & Blackledge onBuilding and Loan Associations, §§316, 320. Whether after the expiration of the sixty days, if he had not in the meantime cancelled his notice of withdrawal, or waived his right to withdraw, he would, with reference to other members, cease to be a member of the association and become simply its creditor to the extent of the withdrawal value of his stock, as some authorities hold(Thomp. Build. Asso. § 146, pp. 281, 282; Thornt. & Blackl. B. & L. Asso. §320), it is unnecessary to determine in this case. For, whatever his status, until he was paid the withdrawal value of his stock, the stock certificate, which contained the contract between himself and the association and defined his rights as against it, would still be his property. So, in the view which we take of the case, it does not matter whether each of these certificates, at the time the bank obtained possession of it and ap
Nor can defendant escape such liability by pleading that the stock which the certificate represented was extinct. The certificate, containing the contract between the stockholder and the building and loan association, under the terms of which contract he was entitled, upon giving the required notice, to demand and receive from the association the withdrawal value of his stock, was alive as a certificate or contract for whatever it was worth; and it appears to have been worth a good deal to the defendant, for upon it the defendant collected the withdrawal value of the stock from the association. Having converted a certificate, or written Contract, belonging to another to its own use and collected the value or proceeds thereof from the building and loan association, defendant is, at the election of the real owner or one to whom he has assigned his rights, liable to him for the amount so collected, as for money had and received to his use. It is true that the money which was paid by the building and loan association to the defendant was, while in the hands of the building and loan association, a part of the funds of such association, and was not the money of the owner of the certificate upon which it was paid to the bank; but when the association separated this money from its other
The demurrer was properly overruled by the court.
Judgment affirmed.