72 Miss. 323 | Miss. | 1894
delivered the opinion of the court.
Timberlake testifies that he made a demand upon Mr. Knox in the spring of 1891 for the dividend upon this stock, Knox being the superintendent and manager of the compress company at that time. King confirms this, so far as notice to the company is concerned, by saying he told Mr. Woodward, an officer of the compress company, that he had sold the stock to Timber-lake soon after he sold it,” which he says was in May, 1891. The jury might well have found, on this testimony, that the compress company was duly notified in May, 1891, of the sale of the stock certificate back to Timberlake by King, and the dividend was not declared till July 1, 1891. Knox contradicts Timberlake flatly, but the complaint here is of a peremptory charge.
King also testifies that on July 20, 1891, he owed the company nothing; that the dividend on shares 1 to 10 paid what he owed the compress company, and that the dividend from certificate number 23 was credited to his account due Woodward & Knox. King further testifies that when he sold the certificate back to Timberlake he reserved no interest in it, and that nothing was said about dividends; and, further, that'nothing was given him — no new consideration — for the order of October 1, 1890. Timberlake says he had no notice of this order, and King says he never told him of it. No surrender of the certificate ever occurred, and no transfer on the books was ever made.
On the case made by this testimony, the court gave a peremptory charge for the defendant company. This was manifestly erroneous. Before a dividend has been declared, a share of stock represents the whole interest which the shareholder has in the corporation, and when he transfers his stock, he transfers his entire interest; and dividends subsequently de-
As between King and Timberlake, Timberlake had a perfect legal title to the stock certificate; and, as between Timberlake and the compress company, Timberlake was, in any view, the equitable assignee, and testifies that he notified Knox, and perhaps Woodward, and King says he'notified Woodward; and Timberlake must have a superior claim to that of the company. But we think, further, that the blank indorsement and delivery of the certificate was, under the facts of this case, a valid transfer of the legal title to Timberlake, as held in 4 Am. St. R., 154; Storage Co. v. Wildberger, 71 Miss., 438.
The order of October 1, 1890, was supported by no new, independent consideration, and Timberlake being an innocent purchaser for value without notice, and, as stated by him and King, Knox and W oodward having been notified, Timberlake must prevail. Schumpert v. Dillard, 55 Miss., 361; Bank v. Pinson, 58 Ib., 421. Payment to Woodward & Co. is no defense. 5 Am. & Eng. Enc. Law, p. 732, note 1.
Counsel’s observation as to Timberlake being estopped avails nothing, for Knox is flatly contradicted, and a peremptory charge was given. All the instructions asked for'plaintiff, on the facts of record, should have been given.
The judgment is reversed and cause remanded.
