Gideon v. Representative Securities Corp.

232 F. 184 | S.D.N.Y. | 1916

LEARNED HAND, District Judge

(after stating the facts as above). [1] I think that Jellenik v. Huron Copper Mining Co., 177 U. S. 1, 20 Sup. Ct. 559, 44 L. Ed. 647, controls. The defendants suggest that that case turned upon the peculiar provisions of the Michigan statute, recited on pages 11 and 12 of the opinion; but the provisions were not peculiar. The only relevant portions were that the stock should be transferred only on the books of the'company, in such form as the by-laws direct, or the directors shall prescribe. Sec-' tion 50 of the Stock Corporation Law of New York provides that the stock of a corporation shall be transferable in the manner prescribed in that law and in the by-laws of the company. There is no evidence that the by-laws of the corporation in question are different from the usual by-laws, which generally provide that stock shall be transferred on the books of the company. It is the transfer on those books which transfers the title (N. Y. & New Haven R. R. v. Schuyler, 34 N. Y. 30), not the transfer of the certificate. The latter only constitutes the transferee an attorney in the name of the holder to make the transfer upon the books of the company. There is no need, therefore, to have personal jurisdiction over Roy Curfman, and on that account the case is unlike York County Bank v. Abbot (C. C.) 139 Fed. 988. If the plaintiff should succeed, he could redeem the stock by paying the amount of his debt into the registry of the court for the benefit of Curfman; the court would then direct Hinds, Noble & Eldredge to transfer the stock upon its books to the plaintiff, which would change the title to the shares and put them in the plaintiff. In order to protect the corporation, it could be permanently enjoined from issuing any stock to Curfman or his transferee. Curfman, if made a party to the suit, would be estopped by this finding and could never succeed in a new suit. Perhaps his transferee pendente lite would not be concluded; but that question is quite separate from the question whether Curfman’s affirmative action is necessary to transfer title, and whether, if joined, any relief could be granted against him.

[2] I will not, however, give an injunction. The plaintiff has been already beaten in a similar suit in the Eastern district of New York, where success was concededly necessary for his success here. The plaintiff’s rights are certainly far too problematical for interlocutory relief. Besides, the delay is not sufficiently excused.

The motion to join Roy Curfman as party will be granted, and the motion for the injunction will be denied.