Thompson v. Selcer

142 Ga. 809 | Ga. | 1914

Lumpkin, J.

(After stating the foregoing facts.)

1. Where an owner of a number of shares of stock ih a corporation indorsed the certificate thereof in blank and delivered it to another person for the purpose of being negotiated, with an agreement that the proceeds should be used for the benefit of the original owner, this passed the legal title to the stock into such transferee. A transfer of a stock certificate may be made without naming the transferee; and, except as against the claims of the corporation, the transfer of stock does not require a transfer on the books of the company. Cook on Stock and Stockholders (3d ed.), § 380; Civil Code (1910), § 2219. Thus, according to the plaintiff’s allegations, he placed the title to the stock in Kauffmann, the transferee, with power in the latter to negotiate it. A sale regularly made by virtue of judicial process issuing from a court of competent jurisdiction eonvéys the title to the property sold, as effectually as if the sale were made by the person against whom the process issued. Civil Code (1910), § 6051. Under the allegations of the petition, when the plaintiff indorsed his certificate of stock and delivered it to Kauffmann for the purpose of negotiation, if Kauffmann had himself sold- it to a purchaser bona fide, for value, and without notice, the sale would have been good. There is no allegation that Thompson was not such a purchaser, and, under the code section last cited, he acquired the title as completely as if Kauffmann had transferred it to him. Fahn v. Bleckley, 55 Ga. 81; Rosser v. Darden, 82 Ga. 219 (7 S. E. 919, 14 Am. St. R. 152); Young v. Vough, 23 N. J. Eq. 325; Burton’s Appeal, 93 Pa. 214. The doctrine of caveat emptor applies to judicial sales. If Kauffmann had had no title to the stock, the purchaser at the sheriff’s sale would have acquired none. But in this State the doctrine of an innocent purchaser without notice is recognized, at least to some extent, as to sheriff’s sales. By the Civil Code (1910), § 6059, it is declared that an innocent purchaser is bound only to see that the officer has competent authority to sell, and that he is apparently proceeding to sell under the prescribed form. He is not required to see that the officer has complied fully with all those regulations prescribed in such cases. Such irregularities create questions and liabilities between the officer and parties interested in the sale. Further, the principle that one who by his acts or omissions has induced another to change his circumstances, without fault on the part of the latter, is estopped, has been held to apply to judicial sales. Osborn v. Rider, 65 Ga. 360; Whittington v. Wright, 9 Ga. 23 (4); Allen v. Brown, 83 Ga. 161 (9 S. E. 674); Morris v. Rogers, 104 Ga. 705 (2), 708 (30 S. E. 937). In each of these cases there was some act done by the owner of the property, which was relied on. In the present case the facts are not so strong; but those decisions are cited to show that the doctrine of caveat emptor does not mean that the purchaser at a sheriff’s sale, who buys in good faith and without notice of secret claims or equities, will never be protected against them. See in this connection Banks v. Ammon, 27 Pa. 172.

The plaintiff having confessedly conveyed the legal title to the stock to Kauffmann, with the intention that the latter could dispose of it as the owner, but with an agreement as to the use of the proceeds, and Thompson having purchased the stock at a sheriff’s sale under an execution against Kauffmann, bona fide, for value, and without notice of any secret equity or agreement between the parties, so far as appears from the record, his title was superior to the equity of the plaintiff growing out of any such agreement with Kauffmann. The effort of Kauffmann to avoid the levy by transferring the certificate of stock to his wife can not help Selcer.

2. It was contended that the levy was excessive, because it was alleged that twenty-six shares of stock were levied on and sold, and that three shares would have been sufficient to have paid the debt. The statute requires the sheriff to sell only one share at a time. Civil Code (1910), § 6036. Presumptively he complied with the law. There is no denial that he did so. If he sold one share of the stock at a time, and the entire twenty-six shares only brought in the aggregate $21.95, while the execution was for much more than that amount, the sale can not be set aside on the ground that the levy was excessive.' VanDyke v. Martin, 53 Ga. 221; Saffold v. Foster, 75 Ga. 233. Moreover, the allegations in regard to the value of the stock are meager. It is alleged that it was easily worth “intrinsically” from $80 to $90 per share, and possibly $100 per share, and that, “even if the said Frederick Kauffmann had been the true owner of said stock, a levy upon and sale of three (3) shares of said stock should have realized the amount of the judgment in favor of the” plaintiff in execution. There is no allegation that the stock had any market value, or what it was. What the plaintiff thinks his stock was “intrinsically” or “possibly” worth furnishes no reason for setting aside a sheriff’s sale. On this branch of the case, the allegations were fatally defective both as to ' showing what was the market value of the stock, if it had any, and also in failing to show that the sheriff did not comply with his duty and sell the stock as provided by law.

Judgment reversed.

All the Justices concur, except Fish, G. J.; absent.