Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/625

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 601. is that mandamus will not lie to compel a corporation to trans- fer shares. 1 § 600. A corporation has no implied lien on its shares for calls or other debts owing it from shareholders, and LieQ consequently no implied right to refuse to register a corporation transfer because the transferrer is indebted to it. 2 It shares. has been held, however, that a shareholder in a bank who borrows money of it with full notice of its usage not to permit a transfer of shares while the holder is indebted to it, is bound by such usage, and neither he nor his assignees under a voluntary general assignment can maintain an action against the bank for refusing to permit a transfer under such circumstances. 3 § 601. As to whether a corporation has the implied power to pass a by-law giving itself a lien on its shares for the holders' indebtedness to it, the authorities conflict. A number of decisions hold it competent for a corporation to pass such a i The King v. Bk. of England, 2 Dougl. 524; Ex pa rte Fireman's Ins. Co., 6 Hill, 243; Galbraitk p. Bldg. Ass'n, 43 N. J. L. 389; State v. Rombauer, 46 Mo. 155; Baker v. Marshall, 15 Minn. 177; Townes v. Nichols, 73 Me. 515; Freon v. Car- riage Co., 42 Ohio St. 30; State v. Carpenter, 51 Ohio St. 83. Contra, Green Mount, etc., T'pk Co. v. Bulla, 45 Ind. 1; Burnsville T'pk Co. v. State, 119 Ind. 382. Per- haps a mandamus might be sustained if the plaintiff's right to the shares ■were clear, and it appeared that he ■would be injured unless lie were al- lotted the very shares demanded. Durham v. Monu. Silver M'g Co., 9 Oreg. 41; Townes v. Nichols, 73 Me. 515. In State v. Cheraw, etc., R. R. Co., 16 S. C. 524, mandamus was granted to compel a railroad com- pany to issue shares of preferred stock to a county. 2 Steamship Dock Co. v. Heron's Admr'x, 52 Pa. St. 280; Driscoll v. W. Bradley, etc., Mfg. Co., 59 N. Y. 96; Mobile Mut. Ins. Co. v. Cullum, 49 Ala. 558; Farmers', etc., Bk. v. Wasson, 48 Iowa, 336; Gemmell v. Davis, 75 Md. 546; Dearborn v. Wash- ington Sav. B'k, 18 Wash. 8; Wil- liams v. Lowe, 4 Neb. 382, 398, and cases in following notes. A share- holder in a bank died insolvent and indebted to the bank. After his death the bank went into liquidation and asserted a right to retain the decedent's pro rata share of its as- sets on account of his indebtedness. But it was held that the bank, hav- ing no lien by its charter, could not hold the money as against the ad- ministrator of the decedent's estate, who claimed it for distribution among decedent's creditors. Mer- chants' Bank v. Shouse, 102 Pa. St. 488. 3 Morgan v. Bank of North Amer- ica, 8 S. & R. ( Pa. ) 73. See, also, Vausands v. Middlesex County Bank, 26 Conn. 144. 605