158 A. 211 | Conn. | 1932
The substance of the complaint in the first case is that on February 14th, 1928, the plaintiff was the owner of thirty-six shares of the stock of the defendant corporation, which stood in his name on its books and for which he held the certificate; that on that day the certificate was wrongly taken from his possession and presented to agents of the defendant company, who negligently and wrongfully transferred the stock and issued a new certificate therefor to Roger W. Watkins; that the certificate was thus taken from his possession without his knowledge or consent and without negligence on his part, and without any authority having been given by him to deliver or endorse the same for transfer; that the plaintiff did not discover the loss of his certificate for a considerable period of time, but after discovering it, he made demand on February 3d 1929, upon the defendant, for a new certificate and for the dividends which had accrued in the meantime, or in default thereof, for the value of *174 the stock and dividends with interest, but the defendant refused.
In the second case the plaintiff alleged that she was the owner of fifteen shares of the defendant's stock with a certificate in her name and in her possession, and she makes similar allegations as to the wrongful endorsement and delivery of her certificate to Watkins, and the issuance by the defendant of a new certificate therefor in his name, without authority or right, and alleges a like demand upon the defendant and a refusal. The answer in each case was a general denial and upon trial judgment was rendered for the plaintiff.
Many requested changes in and additions to the finding in both cases were denied by the court and they appear here as assignments of error with evidence certified for our inspection. The uncontested fact appears that the endorsement of these certificates was made by Maria, the wife of Joseph and mother of Josephine, and that she delivered them to a representative of Watkins Company in part payment for a purchase by her of certain shares of stock in a company then being promoted by Watkins Company and known as the National Associated Investors' Company, which proved to be worthless.
The gist of the complaint in both actions is that the endorsement and delivery of the certificates by Maria was in the nature of forgery and that she acted without any authority or permission, actual or implied; that there was no negligence on the part of the plaintiffs; and that the acceptance and cancellation of these wrongfully endorsed certificates by the defendant and the issuance therefor of certificates to Watkins was illegal, rendering the defendant responsible to the plaintiffs.
The trial court filed a finding January 2d and refiled *175
it January 12th, and after the defendant's motion for numerous and detailed changes and corrections, filed a new, corrected and amended finding March 7th. This amended finding shows much care in preparation. Many of the requests which were refused have reference to matters not important to the decision of this case; others sufficiently appear in the finding as made and some are inferences which the court refused to draw from the evidence, while many of the additions sought to be made are not based upon undisputed or admitted facts. We have been unable to discover any subordinate fact of importance appearing in the finding which is not either directly supported by some evidence or which is not a logical inference drawn by the trial court. "`It is not essential that statements of fact in a finding should always be supported by direct evidence. It is enough if the circumstances fairly warrant the inference or conclusion stated.'" City Bank Trust Co.
v. Ruthinian Greek Catholic Church,
The appellant claims, in the first case, that the action of the wife in endorsing the name of the plaintiff on his certificate of stock, was not a forgery, but that in any event it was ratified by the plaintiff by his conduct and by signing a proxy for the National Associated Investors' stock; that the plaintiff has been guilty of negligence in enforcing his rights and is therefore barred of recovery; that the plaintiff lost title to this certificate before this suit was brought, and that he is now estopped from enforcing the claim in this action.
The trial court found as a fact that the plaintiff did sign a proxy for voting upon the stock of the National Associated Investors' Company standing in his name, and that he had previously addressed an envelope containing a letter which had been written by his wife, to one of the attorneys for the receiver of that company. It is also found that in both instances he did so at the request of his wife, in the belief that it had to do with some stock which his wife had purchased, but without negligence and without knowledge on his part that his Connecticut Electric Service stock had *178
been disposed of by her in payment for the National Associated Investors' stock. It is also found that when the plaintiff discovered that his certificate had been disposed of, he took prompt steps to recover his property, and that he was in no way guilty of negligence in failing to sooner discover his loss. As already indicated, we cannot refuse to accept these findings of the trial court. The defendant also contends that the conduct of the plaintiff in permitting his wife to deal with his property on several occasions and to have access to the certificates, which were kept in a bureau drawer at the family home, was negligent conduct. The adverse holding of the trial court upon this phase of the case is supported by sound principles. The mere fact that the plaintiff had confidence in his wife, and by his conduct made it possible for her to commit a fraud upon him and the company by the unauthorized signing of his home upon the certificates, did not make his loss the natural or probable result, because the forgerous signing of his name was only a remote and not a natural or probable consequence of his conduct. Hill v. Jewett Publishing Co.;
These principles by which the rights and remedies of a holder of corporate stock are defined and enforced, are, we believe, supported by all recognized authorities without dissent. Chew v. Bank of Baltimore,
The application of these principles to the facts established by the findings, justified the conclusion and judgment of the trial court in each case.
There is no error.
In this opinion the other judges concurred.