Page:Federal Reporter, 1st Series, Volume 7.djvu/387

 CONTINENTAL NAT. BANK «, ELIOT NAT. BANK. 875 �Dickinson \. Central Bank, are these: (1) The law in. the former case contained the word "only" — that the shares ghould be transferred only so and so; (2) that an attaehing crediter and not an assignee in bankruptcy was concerned; (3) t^iat the law governing the company waa a Massachusetts law, which might be differently construed from a national banking act. The first and third points, of course, are the saipe in this case as in the later one in Massachusetts. The second is not Sound in this court; an assignee and attaehing cred- iter stand precisely alike, according to the law which gov- erns this controversy. �5. The doctrine of Dearle v. Hall, 3 Euss. 1, confirmed in Poster V. Gockrell, 3 Cl. & Fin. 466, is much relied on by the defendants. This doctrine is that of two innocent pur- chasers of merely ec[uitable interests he shall be preferred who first gives notice to the trustee or holder of the legal title. To this there are several answers: 1. Thongh the corporation is for some purposes a trustee for the shareholders, the latter have an independent legal property in their shares which they can eonvey, and wkether their aotual conveyance is legal or equitable is of no consequence. 3. The doctrine applies in Bngland only to purohasers, and not to creditors seizing or attaehing, even though a statute gives a right to seize all shares standing in the debtor's name in his own right. Tihis statute was once held by the Queen's Bench to meanthat the crediter might seize what the register showed to be appar- ently the property of the debtor, [Watts v. Porter, 3 E. & B. 743 ;) but this bas been overruled, en the ground thaithe legis- lature cannot be supposed to have intended to take one man's property for another man's debt, without the mest explieit statement of such a purpose; and therefore the "right" refers to the equitable as weii as legal rigM- Dunstery.Lord Glengall, 3 Ir. Gh. 47; Scott v. Lord Hastings, 4 K. & J, 633; Beavan v. Earl of Oopford, 6 D, M. & G. 524; Eyr-e v. McDonald, 9 H. L. 619; Bollnson v. NesUtt, CE. 3 0. P. 264; Pickering y. Ilfracombe Railway Go. L. B. 3 C. P.,235; GUI V. Continental Oas Co, h. E. 7 Ex. 619. ,, �A few courts in this,.eountry have carried the doctrine of ��� �