53 N.W. 77 | N.D. | 1892
This case was tried by the court, and the facts are undisputed. On and prior to November 6th, 1886, one C. C. Wolcott was the absolute owner of 220 shares of stock of the respondent bank, and held certificates for the same. On the 6th and 20th days of November, 1886, said Wolcott in writing assigned said certificates to A. J. Bowne, president of respondent bank, and delivered the same to him as collateral security for the ■amounts which Wolcott was owing the respondent bank and the Hastings National Bank, of Hastings, Mich. These amounts aggregated $23,000, and no portion of such indebtedness had been paid when the case was tried below. The value of the stock assigned was $22,000. The stock was not transferred on the
The learned counsel for the appellant contend that our statutes constitute a registry law in the fullest sense, and that under the law a creditor attaching corporate stock without notice is fully protected against any transfer or assignment which does not appear, upon the books of the corporation. The decisions of the state courts, under statutes more or Ifess similar to our own, are by no means uniform, and we do not feel called upon in this case to rule upon the question presented, but will assume that outlaw is a registry law.
But the stock here involved consists of shares in a national bank, organized and existing under and by virtue of the laws of congress. National banks are fiscal agencies of the government, and congress is the sole judge of the necessity for their creation, •and, having been brought into existence by congress, the state can exercise no control over them, nor in any wise effect their operation, except in so far as congress may see proper to permit. Bank v. Dearing, 91 U. S. 29. Section $136, Rev. St. U. S. gives to a national bank power to prescribe, by its board of directors, bylaws not inconsistant with law, regulating the manner in which its stock shall be transferred; and § 5139 provides that shai'es of stock shall be transferable on the books of the association in such manner as may be prescribed in the by-laws or articles of association. It appears from the findings that the certificates of stock stated that said stock should be transferable only on the books of the bank on surrender of said certificates, and, as such certificate issues under the corporate seal, we must assume, nothing to the contrary appearing in the record, that such statement was in pursuance of a duly adopted by-law. But, giving the statement the force of a by-law, still we think the federal authorities would sustain the assignment to Bowne as against appellant. In Bank v. Lanier, 11 Wall. 369, the owner of national bank stock pledged the same with power of attorney to sell and transfer the same on the books of the bank, but did not assign nor deliver the
We do not think these decisions are weakened in the least by an uncertain dictum contained in Johnston v. Laflin, 103 U. S. 800, where it is said that the transfer on the books of the bank required by the act of congress “is necessary to protect the seller against subsequent liability as a stock holder, and perhaps to protect the purchaser against proceedings of the seller’s creditors. Purchasers and creditors, in the absence of other knowledge, are only bound to look to the books of registry of bank.” The question of the rights of the seller’s creditors was in no manner involved in Johnston v. Laflin. Following the decisions heretofore cited, we hold that the act of congress pertaining to the transfer of national bank stock, and the by-laws adopted in pursuance of said act, do not constitute a registry law; that such provisions were enacted for the benefit of the corporation, its stockholders"
It was settled by the case of Black v. Zacharie, 3 How. 483; that the validity of an assignment of corporate "stock-depended upon the law'of the state where the corporation was located, and not upon the law of the state where the assignment was made. Authority is hardly necessary upon the proposition that the sovereignty which creates the corporation must have the exclusive right to direct the manner in which the stock of such corporation must be transferred, at least when the corporation is located and doing business exclusively within the jurisdiction of the creating sovereignty. The effect to be given state statutes, so far as they may interfere with or limit the transferability of national bank stock, is, of course, purely a federal question, and we ought to be governed in this matter by the decisions of the United States courts. In Continental Nat. Bank v. Eliot Nat. Bank, supra, a party residing at Boston, Mass., assigned and forwarded certificates of stock in Eliot National Bank, located at Boston, to the plaintiff bank, located at New York. Subsequently, and before any transfer was made upon the books of the Eliot National Bank, that bank attached the stock as the property of the transferrer. United States Circuit Judge Lowell, sitting in Massachusetts, said: “It has been very ably urged that, by the law of Massachusetts, the attachment would have the preference. This I consider doubtful; but the decision does not depend upon the law of Massachusetts. It is not important to' consider whether the contract was consummated in Massachusetts or New York. The negotiability or transferable quality of the stock of a national bank depends upon the laws of the United States.” Citing, Dickinson v. Bank,
The judgment of the District Court is therefore affirmed.