175 A.D. 746 | N.Y. App. Div. | 1916
Lead Opinion
Concededly, if the defendant Gaffney was a stockholder in the Binghamton Trust Company, he is liable. It was determined in Van Tuyl v. Robin (160 App. Div. 41; affd., without opinion, 211 N. Y. 540) that a stockholder in a banking institution is (1) one who appears upon the books of the corporation as a stockholder, or (2) the owner of stock, legally or equitably, though the same may be of record in the name of another, except a person who holds stock as collateral security for the payment of a debt.
A person cannot wrongfully cause another to be recorded upon the books of a banking corporation as a stockholder without his knowledge or consent and thus make him liable. One can only become a stockholder with the knowledge or assent of himself or his authorized agent.
When Klages purchased the stock if he had requested Gaffney to permit him to cause it to be recorded in Gaffney’s name
Dissenting Opinion
All concurred, except Lyon, J., who dissented in opinion.
I dissent upon the ground that concededly the stock was placed in Gaffney’s name without his knowledge or consent; that he was never legally nor equitably the owner thereof, and never had any interest whatever in it; that the certificate standing in his name made it necessary that he indorse it in order that it might pass from under his name, and that he indorsed it for that purpose alone.
Having acquired knowledge upon the presentation of the certificate of stock to him for his indorsement that it stood in his name upon the books of the trust company, had he then refused
Judgment affirmed, with costs.