Fay v. Gray

124 Mass. 500 | Mass. | 1878

Soule, J.

The transfer on the back of the certificate of stock, signed by Louise Page, was absolute in terms; but, in order to protect the defendant, the plaintiff signed the receipt of January 4, 1876, in which he admits that he received the stock as collateral security for a loan, and was not entitled to sell it till after one day’s notice of his intention to do so. This receipt contains in concise language the contract under which the plaintiff took the stock, and it was not competent for him to prove by paroi that, when he took it and signed the receipt, a different arrangement from that stated in the receipt was made. As pledgee, he was bound to keep the stock ready for delivery to the defendant on payment of the debt at maturity, or at any time afterward before sale in accordance with the terms of the pledge. Meanwhile he had no right to sell or lend or pledge the stock. The evidence rejected was inadmissible therefore, because its only tendency was to show that the contract made when the stock was pledged was different from that set forth in writing at-the time.

The instructions to the jury, so far as they are recited in the exceptions, were substantially correct. They recognize the right of the plaintiff to have the stock transferred to himself, and state, with sufficient precision, the duty of the plaintiff as to retaining the stock in his own hands or control till maturity of the debt. The plaintiff’s testimony showed that the transfer which he made, or caused to be made, to Eli Fay, was for the purpose of returning to him stock which the plaintiff owed him, and put the stock beyond the plaintiff’s control. The instructions are to be considered with reference to this state of facts, which differs materially from the facts in Day v. Holmes, 103 Mass. 306, 310. There the pledgee assigned the collateral stock to third persons, in order not to injure his credit by appearing to own too much of it, but kept it in his own control by taking assignments in blank from those third persons, by means of which he could deliver the stock at once, in case the pledgor should become entitled to it. Exceptions overruled.