3 Conn. 544 | Conn. | 1821
This is an action on the case, brought to recover dividends, made on one hundred shares of stock, in The Bridgeport and Newtown Turnpike Company, which the plaintiff claims, as being his property. A verdict was rendered for the plaintiff, in the sum of 293 dollars, 25 cents ; and the defendants moved for a new trial.
The stock was formerly owned by Beebe Hiñe, and the plaintiff claims it, by purchase. On the 27th December, 1814, Iline made to the plaintiff a written assignment in pais, of the shares, for the expressed consideration of 2000 dollars, and therein requested the clerk of the company, to transfer them from his name, to the name of Northrop.
Admitting the assignment to have been delivered to the plaintiff, or another person for his use, I will, first, enquire, whether the stock embraced in it, was transferred, by the delivery. If the stock were not the subject of any peculiar
It is evident, that the assignment of stock in The Bridgeport and Newtown Turnpike Company, must be made in the mode thus authoritatively declared ; and that the method of conveyance at common law, is entirely superseded. The distinguishing features, attending a legal assignment of the stock in The Newtown and Bridgeport Turnpike Company, are, that it must be in the form prescribed, and régistered on the books of the company ; and any mode essentially variant from this, is not according to law, and operates no transfer. The case of the Marlborough Manufacturing Company v. Smith, 2 Conn. Rep. 578. demonstrates the precise exactness, with which the assignment of stock must be made.
A question here arises, at what time the transfer shall be considered as being complete ,• and in deciding this point, it is necessary to attend to all the provisions of the law, on this subject ; as the construction cannot be duly made, by concentrating the attention on a particular part. The legislature, in the act of incorporation, has explicitly enacted, “ that the shares in said company, shall be transferrable only on the books of the company.i"* - It follows conclusively, that they cannot be assigned, merely by a deed or writing, executed and deliver
It is scarcely necessary to add, that an assignment in writing, on which the clerk enters “ received for record, ” is not thereby registered or recorded. Nothing short of copying it, at full length, on the books of the company, either fulfils the words of the by-law, or renders it a transfer on the books.
It follows, necessarily, from the principles assumed, and, I trust, established, that the assignment, by Beebe Hine, was of no avail, until it was actually registered on the company books at full length.
From the motion, it appears, that the superior court founded their determination on this principle; that the stock was assignable, by a deed or writing delivered, as at common law; and that the registering of it by the clerk, if done without negligence, and within a reasonable time, effectually conveyed it.
Under the influence of a principle not warranted by law, the charge of the court, by necessary consequence, was materially erroneous. The assignment, if it were duly delivered, and due diligence was used to lod^e it with the clerk of the turnpike company, was considered as operating from its date ; and the priority of the five attachments served by Charles S. Masters, before the assignment was given to the clerk to be registered, was denied, unless it had been agreed by Hine, that the attaching creditors should first bé satisfied.
In respect to the claim of Noble, the jury were informed; that although it should appear, that his attachment was entered for record before the entry was made on the transfer, by the clerk, (which was claimed to be the fact,) it could not be let in, if the assignment had before been delivered to the plaintiff, unless there were fraud or neglect.
And in relation to the attachment of James Nichols, which was served on the stock after the assignment had been actually copied in the company books, the jury were instructed, if the transfer by Hine was not fraudulent, and had been received for record, and an entry to this effect had been made on it, by the clerk, that it superseded the attachment.
The charge given to the jury would have been entirely correct, if the principle on which it is founded had been legal ⅝ but the principle was erroneous, and, of consequence, the direction was altogether unwarranted bylaw.
On these grounds, I advise a new trial.
Whether the assignment was defective, by reason of variance from the form prescribed, as no question has been made on this subject at the bar, and the decision of it is not necessary, in this case, 1 shall omit to express an opinion.
New trial to be granted.