Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/623

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 599. And consequently, as a general rule, a person purchasing shares need not, in the absence of circumstances putting him on his inquiry, look beyond the certificate delivered to him for the title of his vendor. 1 For if a corporation competently issues a certificate in which it affirms that the person named therein is entitled to a certain number of shares, it holds out to all who may deal with him in good faith, that he owns and has capacity to transfer them. 2 § 599. The purchaser of a stock certificate regular on its face, who is willing to comply with the corporate Ri htof regulations respecting the transfer of shares, may purchaser to a trans- maintain an action in equity against the corporation fer; to to compel it to transfer the shares to him. 3 Or, on ama s es - the surrender and transfer of a former certificate were prerequisites to the lawful issue of a new one, and having accepted a certificate that she owned stock, without taking any steps to assure herself that the legal prerequisites to the validity of her certificate, which were to be fulfilled by the former owner and not by the bank, had been complied with, she does not, as against the bank, stand in the position of one who receives a certificate of stock from the proper officers without notice of any facts impeaching its validity." Moores v. Citizens' National Bank, 111 U. S. 156, 164, opinion of court per Gray, J. Ace. Farrington v. South Boston R. R. Co., 150 Mass. 406. Salisbury Mills v. Townsend, 109 Mass. 115; Lowry v. Commercial, etc., Bank, Taney's Dec. 310; Ameri- can Wire Nail Co. v. Bayless, 91 Ky. 94. See Western Maryland R. R. Co. o. Franklin Bank, 60 Md. 36; Souder v. Columbia Nat. Bk., 156 Pa. St. 374. But see Shropshire Union R'y Co. v. The Queen, L. R. 7 H. L. 496. A stock certificate is transferable by a blank indorsement which the holder may fill up by writing an assignment and power of attorney above it. Kortright v. Buffalo Commercial Bank, 20 Wend. 91; Leavitt v. Fisher, 4 Duer (N. Y.), 1. But see Dunn v. Commercial Bank, 11 Barb. 580. Compare Shaw v. Spencer, 100 Mass. 382. A power of attorney executed in blank is au- thority to the holder to fill up the blank and demand a transfer. Ger- man Un. B'ld'g Ass'n v. Sendmeyer, 50 Pa. St. 67. 2 Holbrook ». New Jersey Zinc Co., 57 N. Y. 616; Tome v. Parkers- burg Branch R. R. Co., 39 Md. 36; Shaw v. Port Philip, etc., M'g Co., 13 Q. B. Div. 103. See Western Maryland R. R. Co. v. Franklin Bank, 60 Md. 36. Compare Mechanics' Bank v. New York and N. H. R. R. Co., 13 N. Y. 599; Central R. R. Co. o. Ward, 37 Ga. 515; Kisterbock's Appeal, 127 Pa. St. 601; Northwood Union Shoe Co. v. Pray, 67 N. H. 435; see § 591. 3 Driscoll r. West Bradley, etc., M'fg Co., 59 N. Y. 96; Cushman v. Thayer M'fg Co., 76 N. Y. 365; Hill n. Rockingham Bank, 44 N. H. 567; Dayton Nat. Bk. v. Merchants' Nat. Bk., 37 Ohio St. 208; Sibley v. Quinsigamond Nat. Bk., 133 Mass. 515; Iron R. R. Co. v. Fink, 41 Ohio 603