8 Ga. App. 10 | Ga. Ct. App. | 1910
(After stating the foregoing facts.)
The court charged the jury the law of actual and constructive fraud, and this portion of the charge was assigned as error. The jury must have been misled bjr these instructions. There appears no evidence whatever upon which to base such instructions, and they should not have been given. The verdict of $100 in favor of the plaintiff seems to have been purely arbitrary on the part of the jury. The suit was for an actual loss of profits on the sale of four shares of stock, amounting to $1,000, and the proof established indisputably that this was the loss. The proof clearly established that the plaintiff could have procured $2,500 for the four shares of the •stock, but for the refusal of the defendant company, through its president, to make the transfer on the books of the company; and the evidence for the plaintiff is also uncontradicted that after this sale had failed by reason of the company’s conduct, he used all due diligence to sell the stock, and could only get for the four shares $1,500. The jury could not have found, under the evidence, any other sum than $1,000; for if they belived that the sale was fraudulent, as contended by the defendant, their verdict should have been against the plaintiff * entirely. There was no evidence upon which to base the verdict for $100.
But, of course, the plaintiff can not recover damages against the company unless the refusal of the president to transfer the stock on. the books of the corporation was illegal. Stock in a railroad corporation in this State is personal property (Civil Code of 1895, §2165); and it has been universally held that the illegal refusal of a corporation to transfer stock to the name of the owner constitutes a conversion of the stock by the corporation so refusing, the measure of damages being the value of the stock at the time of demand and refusal. Bank of Culloden v. Bank of Forsyth, 120 Ga. 576 (48 S. E. 226, 102 Am. St. E. 115); 26 Am. & Eng. Enc. Law (2d ed.), 887; 2 Cook on Corporations, § 392. That a corporation is liable for the illegal refusal of the president to allow the proper transfer of stock to the name of the true owner can not be doubted. Civil Code of 1895, § 1861. “Subject to the right of the corporation to assert a lien on shares, . . both the assignor and the assignee have a legal right to have a transfer made on the books of the corporation and a new certificate issued to the assignee.”