Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/624

 § 599.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IX. the refusal of the corporation to make the transfer, he may sue it for damages, 1 and as damages recover the market value of the shares at the time of its refusal. 2 If, however, the relief de- manded is in the alternative for specific performance or for damages, a judgment for damages is improper unless it appears that the corporation is unable to deliver the shares or similar ones. 3 And when a person whom a corporation refuses to recognize as a shareholder, elects to treat such refusal as a conversion of the shares and sues for damages in trover, he can maintain no action for dividends declared after the com- mencement of his suit. 4 The great preponderance of authority St. 321. And a corporation, or an organization like one, cannot refuse a transfer on the ground that the person asking to become a share- holder is hostile to the corporation. Rice v. Rockefeller, 134 N. Y. 174. (At least if a recovery of damages for a refusal to transfer would be inadequate.) See Towusend v. Mc- Iver, 2 S. C. 25. The corporation and the person in whose name the shares stand are always necessary parties to a suit to compel a transfer. St. Louis & S. F. Ry. Co. v. Wilson, 114 U. S. 60. A bill in equity to compel a transfer of shares on the books of a corporation does not lie when by statute plaintiff's title is complete without a transfer. Lip- pett v. American Wood Paper Co., 14 R. I. 301. 1 Kortright v. Buffalo Com. Bk., 20 Wend. 91; S. C, 22 Wend. 348; Bk. of Attica v. Manuf'rs Bk., 20 N. Y. 505; De Coineau v. Guild Farm Oil Co., 3 Daly, 218; N. Amer. Bldg. Ass'n v. Sutton, 35 Pa. St. 463; Ger- man Union Bldg. Ass'n v. Sendmeyer, 50 Pa. St. 67; Helm v. Swiggett, 12 Ind. 194; Galbraith v. Bldg. Ass'n, 43 N. J. L. 389; Durham v. Monu- mental Silver Mfg. Co., 9 Oreg. 41; State v. Rombauer, 46 Mo. 155 ; Balti- 604 more City Pass. Ry. Co. v. Sewell, 35 Md. 238; Protection Life Ins. Co. v. Osgood, 93 111. 69; Case v. Bank, 100 U. S. 446. See Arnold v. Suffolk Bank, 27 Barb. 424. An improper refusal of a corporation to transfer shares is a conversion. Ralston v. Bk., 112 Cal. 208, and cases above cited. 2 German Union Building Ass'n v. Sendmeyer, 50 Pa. St. 67; Van Die- men's Land Co. v. Cockerell, 1 C. B. N. S. 732; Cattle Co. v. Barns, 82 Tex. 50. See West Branch, etc., Canal Co.'s Appeal, *81 Pa. St. 19. Trover lies against a corporation for the conversion by it of shares of its stock belonging to plaintiff. Budd v. Street Ry. Co., 12 Oreg. 271. The measure of damages when the con- version is not fraudulent is the high- est value of shares between the time of conversion and a reasonable time after the owner has received notice of it. Galigher v. Jones, 129 U. S. 193; Wright v. Bk. of Metropolis, 110 N. Y. 237; Citizens' St. R. R. Co. v. Robbins, 144 Ind. 671. 3 Otter v. Brevoort Petroleum Co., 50 Barb. 247. 4 Hughes v. Vermont Copper M'g Co., 72 N, Y. 207.