34 A.2d 428 | Md. | 1943
Hattie Mae Cockman, widow, of Baltimore, in a suit for discovery, specific performance and injunction against Barbara E. Young, of New York, and McCormick Company, a body corporate, alleges in her bill *248 of complaint (1) that she married James A. Cockman in July, 1939, but they became estranged and for a long time lived apart; (2) that in September, 1940, her husband, ill and requiring nursing, promised he would give her property valued at $6,000 if she would take him back in her home; and on February 18, 1941, in fulfillment of that promise, he and Mrs. Young, his daughter by a previous marriage, joint owners of 60 shares of preferred stock of McCormick Company, assigned the certificate for the shares, valued at $6,000, to himself and complainant, and was advised by his attorney that the certificate should be taken to the corporation for registration, and he stated he was feeling too ill to go there at the time but would do so as soon as he felt able; (3) that complainant nursed and cared for him until June, 1941, when his health was such that he was unable to remain at her home, and he died in North Carolina on April 27, 1942; (4) that she did not take legal action to force him to register the transfer because of his ill health and the assurance of his daughter that she would see that the transfer was registered; and (5) that the certificate has been lost, but the daughter refuses to give her consent to registration of the transfer. The bill prays that defendants disclose the location of the certificate; that the stock be declared the property of complainant and a new certificate be issued in her name; and that defendants be enjoined from making any different transfer and from issuing any certificate for the shares to others.
Mrs. Young filed a demurrer to the entire bill, and from an order overruling her demurrer she brings this appeal. Under the Maryland statute, an appeal is allowed from any final decree, or order in the nature of a final decree, passed by a court of equity. Code, 1939, Article 5, § 30. When the defendant files a demurrer to the entire bill, he challenges the jurisdiction of the court or denies that the bill states such a case as he can lawfully be required to answer and defend. The purport of such a demurrer is a denial that complainant *249
has any right to bring defendant into court on the case presented. When the chancellor rules thereon, he finally settles a disputed right of the parties as far as he can possibly do so. If the demurrer is sustained, complainant can appeal since the right to proceed with his case is finally settled against him. If the demurrer is overruled, defendant can appeal since the decision finally determines the right of complainant to proceed with the case stated in the bill, and imposes upon defendants the necessity of making his defense. Very often it is desireable to settle the question conclusively by means of an appeal before the costs of trial are incurred. We reaffirm the rule that an order either sustaining or overruling a demurrer to an entire bill of complaint is not an interlocutory order but an order in the nature of a final decree, from which an appeal lies. Chappell v.Funk,
The basic issue on this appeal is whether the bill of complaint alleges a transfer of title to the stock. In 1872 the Court of Appeals declared that a transfer of shares of stock from an assignor passes his entire interest therein, and the assignee becomes entitled thereto before the assignment is registered on the books of the corporation. Baltimore City Passenger Ry. Co.v. Sewell,
Possibly Mrs. Cockman could show that, after Mrs. Young has possession of the certificate while endorsing it, she presented it to her father, thereby making a manual tradition. But that would not be absolutely necessary, for manual tradition is not always essential for an effectual delivery. Buchwald v.Buchwald,
To make an effectual delivery, the donor must not only part with possession of the property, but must also relinquish all present and future dominion and control over it beyond any power on his part to reclaim it. It is obvious that a transfer is not a transfer of possession unless the transferor intends that it shall take effect immediately. If he retains the same control over the property that he had before the transfer was made, there remains a locus poenitentiae, in which he may revoke what he has done, and consequently there is no delivery. Whalen v.Milholland,
It has been held by this court that equity will compel a corporation to transfer stock on its books to the assignee of the certificate of stock when it has been transferred to him for a valuable consideration. Baltimore Retort Fire Brick Co. v.Mali,
Where an agreement to resume marital relations is made by one who had deserted the other spouse with no justification, the agreement lacks consideration. The mere promise of an undivorced wife to live with her husband and perform such duties as are orinarily imposed *253
upon her by the marriage contract is only a repetition of the promise made at the time the marriage contract was entered into. The law, seeking to regulate the marriage relation for the welfare of the State, will not allow married persons to discard this relation without justification and renew it for money.Kesler's Estate,
A court of equity will not grant relief to a claimant who has slept on his rights for an unreasonable and unexplained length of time, thereby suffering his claim to *254
become stale and causing prejudice to an adverse party. Such manifest neglect constitutes an implied waiver arising from a knowledge of the conditions and an acquiessence in them. Hoffav. Hough,
As complainant has the right to invoke the aid of equity, we affirm the order overruling the demurrer to the bill of complaint.
Order affirmed and case remanded, with costs.