24 Ga. App. 435 | Ga. Ct. App. | 1919
As to the demurrers interposed by both parties to this-suit, suffice it to say that the rulings thereon contain no reversible error, the controlling question for adjudication being whether or not the agreed statement of facts warranted the trial judge (who tried the case without a jury) in rendering judgment in favor of the plaintiff.
The agreed facts show that on March 5, 1912, L. J. Boswell, who owned five shares of stock in the Citizens Bank of Maxeys, transferred the stock in blank to the Bank of Penfield. The latter bank used the stock as collateral to secure a loan from W. P.
Neither the Bank of Penfield nor McWhorter had any actual notice of the by-law lien, but it is contended that the following language, appearing on each of the five stock certificates, was sufficient to import notice: “This certifies that L. J. Boswell is the owner of one share of the capital stock of Citizens Bank, Maxeys, Ga., transferable only on the books of the corporation in person or by attorney on surrender of this certificate. In accordance with the by-laws of this bank.”
It is admitted by counsel for both parties that the owner ana holder of a certificate of bank stock has the right to have the stock transferred into his name on the books of the corporation, and the illegal refusal so to transfer makes the corporation liable for any damages resulting from such wrongful refusal. See Bank of Culloden v. Forsyth, 120 Ga. 575 (48 S. E. 226, 102 Am. St. R. 115); Hilton v. Sylvania Railroad Co., 8 Ga. App. 10 (68 S. E. 746); Bank of Norwood v. Ray, 21 Ga. App. 620 (94 S. E. 819). So, also, there is no question between counsel as to the validity of the by-law and the by-law lien (Civil Code, § 3375), but the defendant in error contends that it is a transferee without notice of the same. Neither is there any question between counsel that if the indebtedness of Boswell, the stockholder, existed before the Citizens Bank had notice of any transfer, the lien would be good as against such transferee with notice. Peoples Bank of Talbotton v. Exchange Bank of Macon, 116 Ga. 820 (43 S. E. 269, 94 Am. St. R. 144); Commercial Bank v. American Bank, 22 Ga. App. 688 (97 S. E. 107). Likewise, it is admitted by both parties that the transferee of stock of a bank with such a by-law and by-law lien as is relied
To sum up the whole matter, the language appearing on the face of the certificates in question does not remotely suggest to a purchaser, or in anywise put him on notice, that the absolute ownership of the shares certified to by the corporation is to be limited by a lien thereon. In conclusion, the language of the certificates makes fairly applicable to the defendant bank the principle, “where one of two innocent persons must suffer from the act of a third, he who put it in the power of the third person to inflict the injury must bear the loss.” Civil Code, § 4537.
Judgment affirmed.