Page:North Dakota Reports (vol. 1).pdf/471

 ficers would have to decide it for the time, and it would leave the election in uncertainty.”

The record fixes the status of a person as a stockholder; and another having an equitable right to wield the power of a stockholder, as between himself and the one who has the legal right, must enforce that equitable right by the decree of a court, before he can be recognized as a stockholder in his relations with the corporations. The legal title to the stock determines the right to vote, and the courts, on quo warranto or on summary proceedings under the statute, cannot regard and enforce a merely equitable right. It is true that under the statute the court is authorized to award broader relief than on quo warranto. It may declare a different set of directors elected, but the praceeding in its essential nature is a proceeding at law to determine who had the legal right to vote as stockholders at a stockholders’ meeting for directors or for other purposes. That the legal title to stock hypothecated and transferred to the creditor on the books is in the creditor so far as dealings with the corporation are concerned is elementary. National Bank v. Watsontown Bank, 105 U. 8. 217; Wilson v. Little, 2 N. Y. 448; Ang. & A. Corp. § 580; Pullman v. Upton, 96 U. S. 328; Bank v. Case, 99 U. S. 628; Coleb. Coll. Sec. § 282. It is not strictly accurate to speak of the creditor holding hypothecated stock transferred on the corporate books as a mere pledgee. His relation to the debtor and to the corporation may be more accurately described. He is a holder of the legal title to stock as collateral security. The debtor has a general right to the return of his property and its title, on payment of his obligation. By his own voluntary act, the debtor has conferred upon the creditor all the rights of a stockholder by authorizing him to transfer the stock on the corporate books. In this case the debtor himself made the transfer by canceling his certificates, and issuing in their place others directly to the creditor’s agent, signed by himself as president of the corporation. We are clearly of the opinion that Faulkner, and not Edwards, was entitled to vote the 546 shares of stock in question. The agreement between Hill and Edwards that the stock should be placed in the name of such person as Hill should designate, for the