Corn Exchange National Bank v. Kaiser

| Wis. | Mar 2, 1915

WiNsnow, O. J.

In this case it is held:

1. In transferring stock under sec. 1752, Stats., the secretary of a corporation is performing' merely a ministerial duty. He does not try or decide the question of ownership, and should not be ordered to make the transfer when a bona fide contest exists between rival claimants for the stock, which contest is already in the courts or about to be brought there. Holyoke v. Millmann, 151 Wis. 551" court="Wis." date_filed="1913-01-07" href="https://app.midpage.ai/document/holyoke-v-millmann-8190761?utm_source=webapp" opinion_id="8190761">151 Wis. 551, 139 N. W. 392.

2. In the present case,, it appearing that the petitioner has possession of the former certificates duly assigned, and that the assignees of the South Muscatine Lumber Company (although notified of the claim made by the petitioner and of the time of hearing) failed to make their appearance at the hearing or assert ownership, the circuit judge rightly ordered the secretary to make the transfer.

3. The order does not settle the question of title, if there be any such question. That may be settled in a proper action in the courts notwithstanding the transfer.

4. While a national bank is not authorized to deal in. stocks (First Nat. Bank v. Nat. Exch. Bank, 92 U.S. 122" court="SCOTUS" date_filed="1876-04-24" href="https://app.midpage.ai/document/first-nat-bank-of-charlotte-v-national-exchange-bank-of-baltimore-89252?utm_source=webapp" opinion_id="89252">92 U. S. 122), it may make loans and take corporate stock as collateral security therefor (Nat. Bank v. Case, 99 U.S. 628" court="SCOTUS" date_filed="1879-04-21" href="https://app.midpage.ai/document/national-bank-v-case-89992?utm_source=webapp" opinion_id="89992">99 U. S. 628). This is incidental to the power to loan money on personal security, and when done in the usual course of business is entirely legitimate. California Bank v. Kennedy, 167 U.S. 362" court="SCOTUS" date_filed="1897-05-24" href="https://app.midpage.ai/document/california-bank-v-kennedy-94719?utm_source=webapp" opinion_id="94719">167 U. S. 362, 17 Sup. Ct. 781. If a bank may lawfully take stock as collateral security, it must of course become possessed of all the rights of ownership.

By the Court. — Order affirmed.