Page:Federal Reporter, 1st Series, Volume 2.djvu/469

 462 FEDERAL REPORTER. �if this plan had been adopted, the estate would have derived no benefit. A public sale of a share of stock in a corporation, by an assignee, who admits he bas not the certificate and can not procure it, and that, on application to the company, it bas refused to recognize his ownership and issue to him a new certificate, would resuit in a complete sacrifice of the property, and a court of bankruptcy, therefore, would never authorize sucb a course to be adopted. �That this complainant could bave sustained an action &i law to recover the dividends unpaid and damages sustained by the refusai of the company to issue a new certificate may, for the present hearing, be conceded; althougb in 2 Bing. 391, the court restricted the damages to tho dividend, holding that ae the stock belonged to the plaintiff be could not recover ita value ; but if the value of the stock is to be taken as the rule in determining the damages, it would be of so uncertain a nature, changing from day to day with the market, that a party ought not to be compelled to pursue that remedy. �In 1 Eedfield on Eailways, 157, it is said : "The more effect- uai, and at present the more usual, remedy against corporations for refusing to allow the transfer of stock upon their books into the real name of the owner is by bill in equity." See, also, 123 Mass. 110, and cases there cited. This remedy is more com- plete, perfect and certain than by an action at law, and enforc- ing it cannot possibly injure the parties. The complainant obtains by the decree just what he is entitled to ; the real owner acquires the evidence of title to that which is his property; and, to quote the words of Best, C. J., 2 Bing. 391 : "We cannot do justice to the party unless we hold these shares are still bis. Being his, if he elects a remedy which confers upon him the possession and control of them, and evidence of his interest, the court is bound to sanction his election and afford him the necessary aid to obtain his property. A title to stock in the abstract, without a legal evidence of such title, without the power of sale, or of obtaining dividends," is not the ownership which the complainant should enjoy, and of which he bas been deprived by the corporation denying his right to the stock. �Sewall V. Boston Water-Pcwer Company, 4 Allen, and vari- ����