Page:Federal Reporter, 1st Series, Volume 1.djvu/284

 276 FEDERAL REPORTER. �Beoheb and others v. The Wells FLOURma Mill Co. and �others. �(Oircuit Court, B. Minnesota. March, 1880.) �CoBPORATioîT— Assignees of Stock Cbrtificates — Bhake-holders — Tkansfbr upon tue Books of tiib Cobpoiîation. — The assignees of stock certificates in a corporation, by assignmejjt from persons to wliom the certificates were originally issued, are not, by virtue of such assign- ment, share-holdors, wlien the transfer of sliares is required to be mado upon the books of the company. �Same — Same — Evidence as to Character of AsaiaNMENT. — evidence is admissible in belialf of the corporation to show the true cliaracter of such assignment in order to determine the relation of the assignees. �Same — Same — Ultra Vires — Injunction. — An injunction will be re- fused, upon the prayer of such assignees, for the purpose of restraining such corporation from holding a meeting in order to incrcase the cor- porate debt, or from increasing such debt until the stock in controvers-y Ijas been transferred to the assignees upon the books of the compuuy, or from voting upon the stock thus assigned, where it appears tha; th.; stock was merely pledged by the assignment of the certlîicates, and i was manifest that the proposed increase of the corporate debt was not ultra vires. �Application for injunction, pendente lite. Motion to dismiss the plaintiffs' bill upon the hearing, �Davis, O'Brien d Wilson, for plaintiffs. �M. W. Qreen, for defendants. �Nelson, J. A suit in equity is brought by the complain- ants, claiming to be stoekholders in the defendant corporation by virtue of certain certificates of stock assigned to them by the persons to whom they were origiaally issued, and who appear as owners on the books of the corporation. The cer- tificates are not only assigned to the complainants, but written direction is given to the secretary of the corporation to make the necessary transfer upon the books. These certificates represent 109 shares of the stock — 40 shares assigned to E. J. Becher, and the remainder to L. A. Becher. The relief prayed for is that the corporation and other d.efendants, of&cers and stoekholders, may be enjoined from calling or holding any meeting of the company for the pur- pose of increasing the debt of said corporation ; from increas- ��� �