Page:The Green Bag (1889–1914), Volume 16.pdf/59

 18

It is hard to prove a case of constructive notice. Even in a case where the corners of the bonds had been burned, it was held that this circumstance did not impose a duty of inquiry upon the bank.1 The general effect of negotiability is to give perfect title to the actual bona fide holder of bonds. There are some exceptions, as where the bonds were forged, or where pow er to issue was lacking, but in the main the bona fide purchaser is fully protected. This same quality of negotiability, therefore, fre quently results in loss to the true owner, who by mischance has ceased to hold the bonds. The cases cited above show that the owner of lost or stolen bonds, has no pro tection, save the futile one of giving actual notice to all purchasers. The owner of bonds that have been destroyed has great difficulty in getting duplicates of his lost property. For the person who holds bonds as an in vestment, or as trustee for others, this is a particularly unfortunate condition, and registration has been provided to meet the defects that necessarily attend negotiability. Before examining the effects of registration in the before considered circumstances, and its possible effect in other conditions that concern bonds, it will be well to see precise ly what registration is, and how it is effect uated. A registered bond is defined by Cook in his book on corporations, as "one whose negotiability is temporarily withdrawn by a writing on the bond that it belongs to a specified person, and by a registry to that effect at an office specified by the company." (i Cook on Corporations, sec. 14.) There is a class of State and municipal bonds that are by the terms of the law that authorizes them required to be registered with some one of the executive departments of the State or municipality before they are issued or negotiated.2 This registration is a con1 Manhattan Savings Institution v. New York Na tional Kxchange Bank, 170 N. V. 58. 1 Dillon on Municipal Bonds, sec. 543.

dition precedent to their validity. These are referred to as registered bonds, and this term has been applied to other forms of securities, but this discussion will deal only with that class of bonds which when properly issued are negotiable, and whose negotiability is cut off by registration. There usually appears on the back of a bond capable of registration, some form like this: "No writing on this bond except by an officer of this company," with spaces in which the date of registry, the name of the person in whose name the bond is registered, and the signature of the treasurer or transfer officer, may be filled in. This form is of almost invariable use to day. These blanks are filled in by the proper officers, and entry made in the registry books of the municipality or corporation issuing the bonds, or in the books of some company that acts as agent in all the transfer busi ness of such municipality or corporation. It is a matter of frequent occurrence, since transfer, payment of interest, etc., have be come so great in volume, for companies to devote themselves entirely to this work, and thus relieve the maker of the bonds. Formerly, it was the custom with some corporations to register the coupons as well as the bonds, but this was attended by much inconvenience, and is now of infrequent oc currence. The United» States Government employs a system that practically registers the coupons as well as the bonds, when it is sues a certificate of ownership in exchange for the bond and attached coupons, and pays the interest thereafter by treasury check. These certificates are transferable before a designated officer of the treasury, or one of the national banks. Before noting the effect of registration in special circumstances, as loss by fire or theft, it is necessary to. consider the general re sults of registration. Simonton, in his treatise on Municipal Bonds, says: "Some times the ordinary negotiable bond has