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 EDITORIAL DEPARTMENT after the issuance of its capital stock and the transfer of its shares. There is no contract relation directly between the transfer agent and the stockholders. The transfer agent contracts to perform in the place of the cor poration some of its duties to its stockholders. The contract between a corporation and its stockholders amongst other things is that the corporation will transfer a stockholder's rights to any third person on order of such a stock holder. There is no duty or obligation to this nominee until, and unless, he is invested with the rights of the original stockholder. Then he establishes his relations to the cor poration under, and by reason of, the existing contract between the corporation and his predecessor in title under a novation. It is only when the novation is completed and the transferee is an accepted stockholder that the corporation and the transferee have any direct contractual relations. This sort of property and this manner of transfer is too recent to say that there is an established custom of the law merchant in stock transfers that reads into every transaction implied terms of con tract. It is judicial legislation pure and simple to imply any contractual obligations merely from the relations of transfer agent and transferee. The real principles involved are those of the doctrine of estoppel. When the various phases of the rights of parties under a forged transfer of a stock certificate are stated in terms of estoppel, they are logically consistent. When a transfer agent recovers back a new certificate from an innocent transferee to whom it was issued under a forged endorse ment of transfer on an existing certificate, the transfer agent has a right to this relief, because the transferee had no title to the shares and has not changed his position on account of any act of the transfer agent. If any harm has come to the transferee it was at the time he bought the forged certificate, and not when the new certificate was issued him, so the transfer agent is free to recall and cancel the outstanding certificate and reissue the original one to the true owner. It simply acts as agent of the true owner to retake his property from one who has no right to retain it. The subtransferee of the new certificate takes nothing from the original registered stock

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holder. He is not his successor in title. This transferee's right to demand the shares from the transfer agent is not because he has been invested with the legal title of the shares of the original stockholder, but because the corporation by its own acts has placed itself in a position where it must recognize him as the owner of the shares enumerated in the new certificate. So the transfer agent finds itself accountable for more than the total number of outstanding shares; on one hand, because of an actual legal title and on the other, on account of being estopped to dispute the apparent title. If the transfer afterwards turns out a forgery it is a case of mutual mistake. There is no estoppel imposed on either party under such circumstances. As long as the original transferee holds the certificate the transfer agent may correct the mistake because it can be done without changing the relations of any parties. When the original transferee has transferred the certificate and the transfer agent demands monetary damages from him there is no principle of law which will cost a defendant in damages, because he has been an innocent party to a mutual mistake in which he has derived no unfair benefit. It is clearly a case for the application of the universal rule that where one of two innocent parties must suffer a loss by the misconduct of a third, neither being at fault, and both equally meritorious, the law will not intervene to shift the burden, but the loss must rest where it falls." CRIMINAL LAW. " Legal Complications Arising from Grand Jury Proceedings," by F. Beecher, Central Law Journal (V. Ixiii, p. 67). CRIMINAL LAW. "Criminal Statistics, 1904," Law Magazine and Review (V. xxxi, p. 411). EMPLOYER'S LIABILITY. "Statutory Regulation of Employer and Employee," by O. H. Myrick, Central Law Journal (V. 63, P- 43)EQUITY. " Equitable Relief in Actions at Law Relating to Contracts of Release obtained