Page:Federal Reporter, 1st Series, Volume 7.djvu/385

 CONTINENTAL NAT. BANK ». BLIOT NAT. BANK, 373 �App. 454; Conant v. Seneca Co. Bank, 1 Ohio St. 298; Duke V. Cahawba Navigation Co. 10 Ala. 82; Bosa v. S. W. B. Co. 53 Ga. 514. �In many of the foregoing cases ihere were laws providing for the transfer of shares upon the books of the company. But the courts held that this registration was intended chiefly for the convenience of the company, to enable it to know who should have dividends and who should vote. No doubt it is sometimes intended as a record of persons liable for the debta of the company, andis bo in the case of national banks; but the great weight of authority is that it is not intended for the benefit of creditors of the individual shareholders. Some pf the courts hold that the unrecorded transfer passes only an equitable title; others, that it gives a legal title. I assume that by the decisions in the courts of the United States only an equitable title is acquired. ,That point is unimpoi^aat. ., �4. The statutes of. many, pechaps, of. most, pf the States,; provide tljat certain conveyanocSjOf la-nd and,of cltattels shall be recorded, ftnd that until Tecora, is piade a conyieyanqe shall have no effect excep.ting, bet-weeij th,c, parties, £uad„,in. iuost. cases, those hav|ng actual notice. . Aji lattaohiqg or; pe.izing. creditor, without noticiie pf, a prior coin^eyianfie, is, ,unid, edly, within the words pf these statutes; ftnd>,so such;Ca:edit-! or;S have corne to be treated,. an4 eyen spokenof, asnaispme sort purchasers. A few of theatatutes requiring registration of the shares of companies follpw ihe exact language of these registry laws, and declare that no urirecorded title shall be good, or only against persons having notice. In Califor- nia, even, such a law is held not to avail creditons, (Winter v. Belmont Co. 53 Cal. 428;) but in^ Maine and Massachusetts,, the decision, and perhaps the better one, is that such a law must be construed like other similar registry laws. Skowhe- gan Bank v. Cutler, 49 Me. 315 ; Rock v. Nichols, 3 Allen, 342. It was in this state.of things that the case which is the sup- port of the defence here was decided. In Fisher v. Essex Bank, 5 Gray, 373, the charter of a bank incorporated in Massachusetts provided that the shares should be transferred only at the banking house, and upon the books of the com- ��� �