Tileston v. Tileston

| Mass. | Jan 9, 1920

Pierce, J.

This is a suit in equity wherein the plaintiff seeks the aid of the court to compel the defendant to assign and transfer to the plaintiff all the right, title or interest which the defendant has or may claim in three hundred shares of stock, or in trustees’ certificates of that stock. The case was referred to a master “to hear the parties and their evidence, to find the facts, and report the same to the court.” The master heard the parties and their evidence and made a report of his findings of fact, without reporting the evidence. The case comes before this court on appeals from interlocutory and final decrees overruling exceptions and dismissing the bill.

Prom the findings of fact it appears that in 1903 the plaintiff1 and defendant, with three children, were living together happily as husband and wife; that the husband then owned, with other property, seven hundred shares of Tileston and Hollingsworth stock, which he had received through inheritance; that he was then actively engaged in a partnership business; that he transferred four hundred out of the seven hundred shares to one Child on the transfer books of the corporation; that Child immediately transferred such shares, by the direction of the plaintiff, to the defendant, which transfer was also duly recorded on the books of the corporation; that a certificate for four hundred shares was issued in the name of the defendant; that she knew of the transfer; that no money consideration was paid by Child or by the defendant to the plaintiff; that the evidence does not disclose a physical delivery of the certificate to the defendant; that the certificate was taken directly from the office of the corporation to the safe deposit box of the plaintiff and was there subsequently kept except when taken out and dealt with as the master described.

In 1905, the defendant without any consideration transferred the four hundred shares by indorsement, one hundred shares to Child and three hundred to herself, and new certificates were issued accordingly. The one hundred shares were used by the plaintiff as collateral, and the certificate of three hundred shares was kept by the plaintiff in his deposit vault until a voting trust was formed in April, 1911.

The trustees of the voting trust were the plaintiff and the defendants Eustis and Dunbar. With them, as trustees, the plaintiff deposited his remaining four hundred shares, his mother’s one thousand three hundred and twenty-eight shares, and the defendant’s three hundred shares. Soon after the defendant had transferred to the trustees the shares of stock standing in her name, the plaintiff and his co-trustees issued and mailed to the defendant “Trustees’ Certificate No. 4,” which recited as follows: “This certifies that Regina G. Tileston is entitled to the beneficial interest and rights attaching to three hundred shares of stock in Tileston and Hollingsworth Company held by us under a Declaration of Trust dated April 25th, A. D. 1911, to all the terms of which the holder of this certificate by acceptance thereof expressly assents.” The defendant received the Trustees’ Certificate No. 4, and signed and sent to the trustees a receipt therefor. After the certificate had been received and receipted for by the defendant, she handed it to the plaintiff, who put it in his box in the safe deposit vault.

In 1912, as a temporary matter and until the plaintiff could get a certificate of his own two hundred shares, the defendant signed for him a power of attorney to transfer her certificate for three hundred shares as collateral for a loan to the husband. In the fall of that year he substituted a certificate for two hundred shares in his own name for his wife’s certificate and redeposited her certificate in his safe deposit vault. The certificate representing the three hundred shares is now in the possession of one of the trustees under a stipulation. A dividend was paid on the shares of stock in 1903. The dividend on the stock standing in the name of the defendant was paid in instalments by checks, which were drawn payable to her order, were indorsed by her and deposited in a bank to the joint account of the plaintiff and the defendant. No dividend on the stock has been declared since 1903.

To show the intention of the parties in this transaction, evidence was introduced of a transfer of stock in the National Coated Paper Company in 1903 to the defendant, and a transfer back from her to the plaintiff in 1906; a purchase of real estate in her name in 1904 and a conveyance to him through a conduit; a transfer to the defendant of real estate in 1898 which was sold in part and the proceeds used by the plaintiff, and the remaining portion transferred to the mother of the plaintiff to satisfy a mortgage which she held. The facts found show that the defendant paid nothing for any transfer and received no benefit from any of these transactions. She held title to an acre of land for which the plaintiff paid $500, and the deed was kept in the custody of the plaintiff until after the defendant was divorced in 1915, when it was delivered to her. She held stocks of small value which the plaintiff had purchased with money saved by the defendant from her allowance; the certificates were retained in his custody.

As a reason for making the transfer of the stock in the Tileston and Hollingsworth Company the plaintiff testified: “I was at the time in partnership with another man and liable for all his debts if he signed notes or indorsed paper for any one else, and as our business was expanding and not specially prosperous I did it under those conditions.” In regard to the transfer of shares to the defendant in the National Coated Paper Company, the plaintiff testified: “The objects were practically identical with the other transaction . . . that I was in business and desired to have part of my property where it wouldn’t be subject to failure or to my partner’s misdeeds or troubles.” He further testified that he had in mind making provision for the family “not exclusively wife and children; it was to save some property from the wreck.” He also testified that he did not intend at the time to make a gift of the stock; and the defendant testified that she understood at the time of the transfer that the plaintiff transferred the stock to her to make provision for his wife and children in case of his death, and that she understood she then became the owner of the stock.

Giving full credence to the testimony of the plaintiff, and to the evidence that supports his contention, the master could have found that the wife received the stock on a trust to redeliver it to her husband when and as he should direct. Disbelieving that evidence he could have found that the husband intended that the wife should hold the stock to the use of herself and their children; or he could find that the plaintiff by the transfer of the stock through a third person to his wife intended to make and the wife intended to receive it as a gift. In fact the master found “that there was no intention to create a trust in the mind of either party,” and “that no trust was created.” He further found “that in all that Mr. Tileston has done with the certificates representing the stock and standing in the defendant’s name he has acted simply as her agent and not as the beneficial owner;” and, also, that “the existence of the children, the dependence of Mrs. Tileston and the children on the plaintiff for support all render it very-natural that he should have wanted to give property to his wife.” The facts found by the master, taken in connection with the presumption of a gift or advancement, support his ultimate con- ' elusion of fact that the transfer of stock was not intended to be held by the wife in trust for the husband but was intended to be and in fact was a complete gift. It cannot be said the conclusion of fact was clearly wrong; it therefore stands affirmed. Pollock v. Pollock, 223 Mass. 382. English v. English, 229 Mass. 11" court="Mass." date_filed="1917-12-31" href="https://app.midpage.ai/document/english-v-english-6434223?utm_source=webapp" opinion_id="6434223">229 Mass. 11.

We have given most careful examination to the exceptions and find nothing in them which would justify, much less require, a reversal of the ultimate conclusion of the master. It follows that the interlocutory decree and the final decree must be affirmed with costs.

Decree accordingly.