81 Miss. 426
Miss.
1902
Calhoon, J.,

delivered the opinion of the court.

Thе appellee, Montgomery, in his bill, charges that Scherck, the appellant, was a subscriber for twelve shares, at the par value of $100 each, in an ‍‌​​‌​‌​​‌‌​‌​‌​‌‌​​​​‌​‌​‌​​‌​​‌​‌​​​​‌‌​‌​​‌‌‌​‍oil company corporation, and had paid in $800 of the $1,200, аnd had agreed to pay the other $400. That Montgomery bought, through his agent, J. F. *436Miazza, these twelve shares from Scherck at a premium, giving him $1,620 for them, Scherck аgreeing to pay in the $400 balance ‍‌​​‌​‌​​‌‌​‌​‌​‌‌​​​​‌​‌​‌​​‌​​‌​‌​​​​‌‌​‌​​‌‌‌​‍to the company, which he did afterwards pay. That, evidencing the transaction, Mr. Scherck executed the following instrument:

“Brookhaven, Miss., July 10th, 1902. Received of J. F. Miazza $1,620 for twelve shares оf stock I hold ‍‌​​‌​‌​​‌‌​‌​‌​‌‌​​​​‌​‌​‌​​‌​​‌​‌​​​​‌‌​‌​​‌‌‌​‍in Brook-haven Progressive Cotton Oil Company (which is fully paid up). [Signеd] R. T. Scherck.”

And at the same time executed the following instrument:

“Brookhaven, Miss., July 10th, 1902. R. F. Young, secretary: Please issue twelve shares of stock I own in Brook-haven ‍‌​​‌​‌​​‌‌​‌​‌​‌‌​​​​‌​‌​‌​​‌​​‌​‌​​​​‌‌​‌​​‌‌‌​‍Progressive Cotton Oil Company to J. F. Miazza, hаving sold same to him: [Signed] R. T. Scherck. ’ ’

That R. F. Young was the secretary of the oil company. That Miazza transferred his rights to Montgomery by a written instrument, which is set out in thе bill. That Montgomery applied to the company for the stock, and was refused on the ground that Scherck had telephoned that it be not donе. The bill makes Scherck and the company parties, and prays adjudiсation that Montgomery ‍‌​​‌​‌​​‌‌​‌​‌​‌‌​​​​‌​‌​‌​​‌​​‌​‌​​​​‌‌​‌​​‌‌‌​‍is the “legal and equitable owner ’ ’ of this stock, that Scherck is without interest in it, that any pretense of claim to it by him be canceled, and that a mandatory injunction issue to the company requiring it to issue the stock to Montgomery, and for general relief. To this bill a demurrer is tiled, which the court below overruled, and Mr. Scherck appeals.

It is plain that, if Mr. Sсherck had never transferred, and if he had, after the payment of his whole stock subscription, demanded his certificates of stock, and been rеfused, he could have sustained mandamus at law for their issuance. Granted this, it is equally plain that his immediate, or remote, transferee would have the sаme right, unless there was some counter-claim in the chain of transfer in the way. Now his immediate, or remote, transferee, having his right, whether it *437be called legal or equitable, knowing that the ground of refusal to issue was based on the tеlephone message not to issue, had an equitable remedy for mandatory injunction to issue the stock,- with the objector as a party, in order that his objection might be heard and adjudicated. The contract betweеn Scherck and Miazza was clearly an executed contract. Specific performance, as 'between them, is not contemplаted by the bill. There is no adequate remedy at law. It is immaterial whether Montgomery could buy other stock on the market. He had the right to that stock which he had bought, if he had any right at all, and that right, or the lack of it, was determinable by evidence. The chancery court was the proper , tribunal to apply to in order to dispose of any objection Scherck inight make tо the issuance of the stock to Montgomery. But for Scherck’s telephоne message, the company would have cheerfully issued the stock, as the bill avers. • . •

We cannot support the contention' that a sale оf the stock, as between the parties, cannot be made except by actual transfer on the books of the company. This is for the convenience of the corporation, and it has, in this suit, full opportunity to givе any valid reason why it should not make the actual transfer. The design of cоde, § 844, and the amendment (acts 1894, p. 46), was simply to protect creditors, аnd fix the stockholders’ liability for unpaid subscription. The transfer on the sale is good as between the seller and the purchaser. Timberlake v. Shippers’ Compress Co., 72 Miss., 323 (16 South., 530).

Affirmed and remanded, with thirty days to appellant to a/nswer after mandate filed below.