The bill shows that December 13, 1878, the complainant, and one John T. Mauran, having a claim by promissory note against the defendant Burrough, commenced an action at law against him in this court to recover the same, causing the writ to be served by the attachment of all his right, title, and interest in two hundred and fifty shares of the capital stock of the American Enamel Company, which stock once belonged to him, but had, before the attachment, been transferred by him on the transfer book of the corporation into the name of one Mary A. Gerald; that they recovered judgment against Burrough and took out execution thereon, which was levied on said stock, and that at the execution sale all his right, title, and interest in the stock was sold to the complainant, and was conveyed to him in due form by the sheriff. The bill alleges that the stock was fraudulently transferred by Burrough after he had become insolvent, for the purpose of hindering, delaying, and defrauding his creditors, and seeks relief by having the transfer annulled and the stock transferred to the complainant on the transfer book of the corporation. The answer of Burrough denies that he was insolvent when he made the transfer, or that he made it with any intent to hinder, delay, or defraud his creditors, and, on the contrary, avers that the stock was transferred to Mary A. Gerald, July 11, 1878, in pursuance of an agreement or understanding previously had with her that she *Page 297 would lend him on security thereof several thousand dollars' worth of United States bonds to enable him to raise money to pay his debts, but that after the transfer had been made, the said Mary changed her mind and declined to lend the bonds, and that, subsequently, October 4, 1878, at the request of one Lucian Draper, to whom he was indebted in about the sum of $10,000, he requested the said Mary to transfer the stock to said Draper, and that said Mary, agreeably to his request or direction, transferred the stock, by transfer indorsed on the certificate, to Draper to secure the payment of said $10,000, or to pay the same so far as it would go, and that at or about said October 4, before the attachment, he delivered the certificate so indorsed to Draper. The answer also avers that said Draper did not apply to perfect the transfer on the books of the corporation until after the attachment, because he wished to raise money on the stock either by sale or hypothecation, and the certificate as indorsed being negotiable, he could conveniently use it for that purpose. The answers of Mary A. Gerald and Lucian Draper confirm, so far as their knowledge extends, these statements of the answer of Burrough.
The case is submitted on bill, answers, and the proofs which have already been taken and which, substantially, though not fully in some points, support the answers, the right being reserved to try the question of fraud hereafter if it becomes material so to do. It is admitted that the charter of the American Enamel Company contains no provision in regard to the transfer of its stock, and that the by-laws provide that "all transfers of stock shall be made in the books of the company."
We understand that under the submission the parties wish us to decide whether, on the pleadings and proofs, independent of any allegation of fraud, the complainant makes a case which entitles him to relief. Considering the case in that light, we decide that the complainant acquired no title to the stock under the execution sale, because Burrough, the execution debtor, had no title to it, legal or equitable, at the time of either the sale or the attachment, and consequently that, in the absence of fraud, the complaint is not entitled to relief. Burrough had no legal title, because before the attachment he had transferred the legal title, by transfer on the corporation books, to Mary A. Gerald, and she had accepted *Page 298
the transfer. It is true the purpose for which the stock was transferred failed, but because of that the legal title did not revert to the grantor by mere operation of law. It remained in the grantee, only a trust reverting, or rather resulting in favor of the grantor, investing him simply with the equitable title or estate. We consider it questionable whether such an equitable title or estate is liable to attachment or to sale on execution. The provisions of the statutes relating to the attachment of corporate stock, and to its sale on execution, seem to contemplate the attachment and sale of the legal estate or title, or, at least, of that which is of record on the corporation books. Gen. Stat. R.I. cap. 197, § 9; cap. 212, § 18 and § 19. But conceding, for the sake of the argument, that a mere equitable interest or estate in corporate stock is liable to attachment and sale on execution, we must still decide that the complainant acquired no title, because the defendant Burrough had parted with his equitable estate before the attachment, having conveyed it away to Lucian Draper. This is so necessarily if the transfer on the certificate and the delivery of it by Burrough to Draper were effectual to pass the equitable title. Where the legal and the equitable titles unite in the same person, it is well settled that such a transfer carries at least the equitable title, even when, by statute, charter, or by-law, the stock is declared to be transferable only on the corporation books.Lockmood v. Mechanics' National Bank,
Without deciding, therefore, whether an unrecorded transfer would avail against an attaching creditor where the stock stood in the name of the debtor, we decide, for the reasons above given, that the complainant has not, independently of his charges of fraud, made out a case which entitles him to relief.