Bishop v. Globe Co.

135 Mass. 132 | Mass. | 1883

Colburn, J.

The defendant is a corporation organized under the laws of the State of Connecticut, and the rights and obligar tians of its stockholders, as between themselves and the corporation, are to be determined by the laws of that State. Hutchins v. New England Coal Mining Co. 4 Allen, 580. Halsey v. McLean, 12 Allen, 438. The statute of Connecticut, which was put in evidence, provides that “the stock of every joint stock corporation shall be transferred only on its books in such form as the by-laws shall prescribe, and the corporation shall have a lien upon all the stock owned by any person therein for all debts due to it from him,” and provides for the enforcement of the lien.

Wilkins was indebted to the defendant in the sum of §1000, which appears to have been the full value of the stock. He may have had the right to cancel the indebtedness by returning the stock, but if he retained it, as it appears by his attempt to sell it he designed to, his indebtedness continued. The defendant had a statutory lien upon the stock, to the full amount of Wilkins’s indebtedness, and the plaintiff took the stock subject to that lien. He must be presumed to have known the public laws of Connecticut under which the corporation existed and the stock was held. Hartford Bank v. Hartford Ins. Co. 45 Conn. 22.

The plaintiff had no better title to the stock than Wilkins, He could have no legal title to it until it was transferred to him on the books of the defendant. Indeed, it does .not appear that he was a bona fide purchaser. He does not appear to have paid, or promised to pay, anything for the stock; and if he sold any of it, it does not appear how much, or for what price, or whether he incurred any obligation by such sale; and it does appear that he made no complaint to Wilkins after the defendant refused to allow the stock to be transferred, and asserted its lien upon it.

If there had been no lien on the stock, the plaintiff was not legally entitled to demand a transfer. The blanks in the instrument of transfer for the name of the transferee, the number of shares to be transferred, and the name of the attorney, have not been filled, and the instrument was not under seal, as required by the by-laws of the defendant. As we understand from the report, only the word “ Seal,” between brackets, was mitten or printed on the instrument, and this was not a seal. Bates v. Boston & New York Central Railroad, 10 Allen, 251.

The defendant is not estopped to assert its lien by what was said by the person in charge of the transfer-book, when the plaintiff presented the certificate and requested a transfer. It does not appear that this person had any authority except to receive requests and to communicate with the proper officers, or that he had any knowledge of Wilkins’s indebtedness. As soon as the matter was brought to the attention of the president of the company, the lien was asserted and the transfer refused.

The testimony of Currier and Stevens was properly admitted.

The defendant, having a lien upon the stock for its full value, with a right to enforce its lien by sale of the stock, unless Wilkins surrendered it and cancelled his indebtedness, had a right to retain the certificate until the matter was adjusted. The certificate was worthless for any legitimate purpose either to the plaintiff or Wilkins. Judgment on the verdict.