Telegraph Co. v. Davenport
97 U.S. 369
SCOTUS
1878
Check Treatment
Mr. Justice Field,

after stating the case, delivered the opinion of the court.

Upon the facts stated there ought to be no question as to the right of the plaintiffs to have their shares replaced on the books of the company and proper certificates issued to them, and to recover the dividends accrued on the shares after the unauthorized transfer; or to have alternative judgments for the value of the shares and the dividends. Foi’gery can confer no power nor transfer any rights. The officers of the company are the custodians of its stock-books, and it is their duty to see that all transfers of shares are properly made, either by the stockholders themselves or persons having authority from them. If upon the presentation of a certificate for transfer they are at all doubtful of the identity of the party offering it with its owner, or if not satisfied of the genuineness of a power of attorney produced, they can require the identity of the party in the one case, and the genuineness of the document in the other, to be satisfactorily established before allowing the transfer to be made. In either case they must act upon their own responsi bility. In many instances they may be misled without any fault of their own, just as the most careful person may sometimes be induced to purchase property from one who has no title, and who may perhaps have acquired its possession by force or larceny. Neither the absence of blame on the part of the officers of the company in allowing an unauthorized transfer of stock, nor the good faith of the purchaser of stolen property, will avail as an answer to the demand of the true owner. The great principle that no one can be deprived of his property without his assent, except by the processes of the law, requires in'the cases mentioned that the property wrongfully transferred or stolen should be restored to its rightful owner. The maintenance of that principle is essential to the peace and safety of society, and the insecurity which would follow any departure from it would cause far greater injury than any which can fall, in cases of unlawful appropriation of propertjq upon those who have been misled and defrauded.

We do not understand that the counsel of the appellant controvert these views, but they contend that the mother of the plaintiffs, as their guardian, was chargeable with culpable negligence in the keeping of the certificates, and, therefore, that the plaintiffs are estopped from claiming them or their value from the company. The negligence alleged consisted in the fact that she intrusted her brother with the key to the box in which they were deposited when she knew that he was insolvent, and that he had used, without her authority, funds received by him on a previous sale of a portion of her property; and the further fact, that when, in the summer of 1871, before leaving for Europe, she sent for the box, she returned it to the bank without examining its contents. To have allowed her brother, when known to be insolvent, to have access to the box after he had, without her authority, appropriated to his own use her funds, and to have returned the box to the bank in 1871 without examining its contents, were, according to .the contention of counsel, offences of such gravity as to estop her wards, the minor children, from complaining of the company for allowing their stock to be transferred on its books under a power of attorney which he .had forged. We do not think it at all necessary to comment at any length upon this singular position; for even if it were possible, as it is not, to preclude the minor heirs from asserting their rights to property received from their father, by reason of any negligence of their guardian, we are unable to perceive any necessary connection between her brother’s insolvency and misappropriation of her funds, and the forgery of the children’s names, or betweexi such forgery and her omission to open her box ixx 1871 and examine its contents. There is xio circumstance here upon which an estoppel against the plaintiffs can be raised. To create an estoppel against them, there must have been some act or declaration indicating an authorization of the use of their names, by which the company was misled, or a subsequent approval of their use by acceptaxxce of the moneys received with knowledge of the transfer. No act or declaration is mentioned, either of the guardian or her children, which tends in the slightest degree to show that any assent was given to the use of their names. ■ But moreover, neither the guardian nor the children whilst they were minors, were competexit, even by the most formal act, to authorize a transfer and sale of the property. Under the statute of Ohio, the intervention, of the Probate Court was essential to any such proceeding. No inference could, therefore, be drawn from any negligence of theirs in support of a transfer of the property, where no order of that court authorizing a transfer had been made.

There are numerous decisions of the English and American courts in accordance with the views stated. They are cited by counsel in their briefs, and are given in a note to this opinion. 1 We do not think it important to refer to them specially, for no number of adjudications can add to the force of a simple statement of the facts. The decree of the court below in each case must be affirmed; and it is

So ordered.

Notes

1

Davis v. Bank of England, 2 Bing. 393; Hilgard v. South Sea Co. et al., 2 P. Wims. 76; Stoman v. Bank of England, 14 Sim. 475; Taylor v. Midland Railway Co., 28 Beav. 287; Ashby v. Blackwell, 2 Eden, 299; Lowry v. Commercial & Farmers’ Bank of Baltimore, Taney, C. C. Dec. 310; Sewall v. Boston Water-Power Co., 4 Allen, 277; Pratt v. Taunton Copper Co., 123 Mass. 110; Chew v. Bank of Balti more, 14 Md. 299; Pollock v. The National Bank, 7 N. Y. 274; Weaver v. Barden, 49 id. 286; Cohen v. Gwynn, 4 Md. Ch. Dec. 357; Dalton v. Midland Railway Co., 22 Eng. L. & Eq. 452; Swan v. North British Australian Co., 7 Hurl. & Nor. 603.