Pioche daily record. [volume] (Pioche, Nev.) 1872-1876, 1873-09-26


property, and is subject to seizure and
sale under execution, and whilst a par
ticnlar certificate may be capable Of COM
plete identification by its numbers or
otherwise, the certificate is but the evi-
dence that the holder OF it is entitled to
an undivided share in the assets and
business Of the corporation. The stock
holders are the joint owners of the fran
chise and property Of the corporation,
each being entitled to an individual share
thereof; and the only Office of the GER
tificate is to furnish the evidence of the
quantum OF interest held by the owner of
the certificate. Certificates of stock are
not securities for money in any sense,
much less are they negotiable securities.
They are simply the muniments and evil
dence of the holder title to given share
in the property and franchise of the cor
poration OF which he is member:"-42
CAL, 80.
PARALLEL CASE.
In the case of Anderson ct al. VS.. Nicho-
las, 2Sth New York, 607, it was shown
that certificate similar in form to this
one of the Meadow Valley Mining Com
pany was stolen from the real owner; and
the question was, whether the purchaser,
under such state Of facts, got good
title. On this point Davies, Justice, says:
1.-The stock sold and converted by the
defendant and the avails Of which he re-
ceived. was indisputably the property of
the plaintiff. The conversion by the de-
fendsnt was distinctly found. The de-
fendant acquired no title thereto by the
Activarr <haraaf 10 ht,, hxv ha
who purloined the same from the plain
tiff and he therefore acquired no greater
or better title to it than that possessed by
the person from whom he received it.
The person taking this stock from the
plaintiff had no legal right to the same,
and he could confer on the defendant no
stronger or better claim to the stock than
he possessed
THE PLAINTIFF ACQUIRED ONLY THE TITLE
THAT THE SELLER POSSESSED.
In this view of the case the rights OF
the plaintiff depend entirely upon the
character OF this certificate. II the same
is negotiable. the plaintiff acquired the
title thereto, Notwithstanding the fact
that Levy never did any act by which he
parted with his right to the same. But
if, on the other hand, it is not negotiable,
the plaintiff got the title which the ven-
dor had and no more.
TRANSFER MUST ne MADE ON THE BOOKS,
But there is another view of this case,
which. in my opinion, is sufficient to de-
feat the plaintiffs right to recovery in
this action.
Section of the Act OF the Legislature
of this State, approved April IA, 1858,
Concerning corporations for manufac.
turing. mining, and other purposes, y
provides: "The stock of the company
shall be deemed personal estate, and
shall Be transferable in such manner as
shall be prescribed by the bylaws of the
company, but no transfers shall be valid,
except between the parties thereto. until
the same shall have been so entered on
the books of the company as to show the
names OF the parties by and TO whom
transferred, the number and designation
of his shares, and the date of the trans.
fer"
THE LEGAL TITLE WAS IN scHMEus -
The lost certificate stood upon thu
books OF the company in the name o.
H. Schmeidell, Trustee" down to th,
time when new certificate therefor wal
issued to Levy on the 10Th of May, 1873
Until such transfer Schmeidell was tn,
legal holder and owner Of such certificate
The legal title then being in Schmei
dell, and the equitable title, rs it wa
claimed, being in Levy, Schmeidell am
Levy went to the Office of defendant an,
procured new certificate to be issued il
the name of Levy in the place of the on
lost or stolen.
l can see no good reason why the com
pany should not be protected against th
claim of this plaintiff, who is the holde
OF the old certificate. The stock was al
lowed to remain upon the books of tn
company in the name of Schmeidell, an
Schmeidel was permitted to hold hipsel
out. not only to the company, but to tn
public, as the legal owner of certifcat
7,4O5. The company, therefore, had
right as against the plaintiff, I
treat Schmeidell as the owner, an
with his permission, and at his IT
quest, to transfer the legal title to Levy
and if in so doing the plaintiff has bee
injured, such injury must be ascribed t
the fact that Schmeidell was at all time
in contemplation of law the owner G
such certificate. The learned counst
for the plaintiff relied with much conf
dence upon the fact that it has been fc
ten years or more the practice of broker
and is now the usual practice in TIL
market, to sell and deliver certificates
: stock drawn and indorsed as this on
was, by the mere delivery from hand
hand Of such certificates without an
transfer or other entry madc on IL
books of the company. This practice
. brokers, however uniform and long col
tinued, cannot, however, change or affe
the positive provision of the statu
which provides that no transfer shall |
valid except between the parties there
until the same shall have been entert
on the books of the company.
! OPERATIONS OF THE STOCK BOARD INTE
! FERED WITH.
$ This construction of the law may i
:. terfere very greatly with the operation
!. Of the Stock Board by rendering tran
il actions in stock certificates less secur
Q and the argument of inconvenience i
!. voked by the learned counsel for Il
!. plaintiff has much force. but still it ca
!; not be allowed to prevail against POI
y tive enactment of statute or we'll 8,
tied rule of commercial law.
:, CONCLUSION.
d My conclusion is that such a certi6cs
b is not, according to the principles of 4
I, commercial law, a negotiable instrumel
g and it certainly is not under the de6l
o ton contained in Article 3095 OF I
i. Civil Code Of this State. Upon Il
a ground, as we'll as for the other reas
n pointed out in this opinion, am led
4 the conclusion that defendant is entitl
Il to judgment in its favor, and ii is so
!, daraI Moouvgo>y JrAca