105 Wis. 153 | Wis. | 1899
Lead Opinion
Upon the theory that the demurrer to the-answer reaches back to the complaint, the defendants have attacked it on the ground that a court of equity has no jurisdiction to enforce the statutory lien which the plaintiff claims. This lien is based upon sec. 1751, R. S. 1878, which says: “ Every such corporation shall at all times have a lien upon all shares of stock for all debts due from the owmers. to such corporation.” Another part of this same section provides that no transfer of the stock shall be valid, except between the parties thereto, until the same shall have been so entered upon the books of the corporation as to show the names of the parties by and to whom transferred. It is argued that the lien so created cannot be enforced in equity. The statute points out no way in which the lien can be enforced. No doubt it might be foreclosed by securing a judgment for the indebtedness and levying execution on the stock, but that would hardly be an adequate remedy to the plaintiff, under the circumstances stated. The defendants claim to hold the stock as Iona fide purchasers, and as such under a title paramount to the plaintiff’s lien. After a sale under an execution, the question of priorities would still have to be litigated, and no good reason appears why the lien may not be foreclosed, and the priorities of the parties determined, in one suit. One of the ordinary branches of equity jurisprudence is to determine priorities among conflicting claimants. Questions of this kind have frequently arisen in connection with transfers of shares of stock in business corporations. 2 Pomeroy, Eq. Tur. § 699. If no one
We come now to the question of whether the answer states a defense. Defendants’ claim of priority rests upon the fact that by ch. 414, Laws of 1891, sec. 1751 was so amended that uo lien was preserved to the corporation for debts due from stockholders, and a delivery of the stock certificate to a Iona fide purchaser or pledgee for value, with a written transfer ■of the same, was sufficient to transfer the title as against all parties. This act went into force on May 4,1891. Prior to this amendment, plaintiff had an absolute lien- at all times, and against all persons, for all debts due from the owner of ■the stock to the corporation, and that lien continued until the stock was transferred upon the books or was waived by it. Williamson v. State, 74 Wis. 263. It was not a mere in■choate right to be perfected and enforced in accordance with ■some prescribed statutory method. It was a right, absolute in itself, given by positive enactment, and concerning which every person dealing with the owner of the stock was bound to take notice. Cook, Stock, § 523; Bishop v. Globe Co. 135 Mass. 132; Bohmer v. City Bank, 77 Va. 445. Such a lien is valid and enforceable against all the world. Hammond v. Hastings, 134 U. S. 401. As stated in 74 Wis. 263: “ All persons purchasing the stock certificate or dealing with it in any manner were chargeable with notice of these provisions of the statute, and must have known that the plaintiff in error could only pledge his residuary interest in the certificate. There could be no complete and valid transfer of the .stock, except between the parties thereto, until the stock had been transferred on the books of the corporation, and
As a last resort, counsel concede that plaintiff’s lien was not destroyed by ch. 414, but contend that, under certain circumstances stated and thereafter to arise, it was provided that the rights of a tona fide purchaser or pledgee might become paramount to the rights of the lien-holder. Their argument is ingenious, but specious. No intention is manifest that the new legislation was to apply to existing vested rights, so as-
Defendants’ argument on the question of laches is equally infirm. "Weidauer continued to be an officer of plaintiff up to within a few weeks of the time when defendants m&de their advances on this stock. Up to that time, as against defendants, the plaintiff was under no duty or obligation to enforce its lien. Nothing occurred between the time Wei-dauer severed his connection with plaintiff and defendants made their advances to him by which the defendants were prejudiced. According to the answer, Weidauer became insolvent before the notes given for most of the advances became due. The face value of the stock pledged is over $25,000, and there is no allegation that it is worth less than its par value. While it is true that the plaintiff has not shown any great degree of vigilance in enforcing its claim, it is equally true that nothing appears to show that the defendants have suffered any loss thereby.
By the Court.— The order of the circuit court is affirmed.
Concurrence Opinion
I fully concur in the decision in this case, and in most that is said in the opinion of my brother BardeeN. The language of ch. 414, Laws of 1891, is clearly prospective and not retroactive; and hence the statute cited