The Hawaiian gazette. [volume] (Honolulu [Oahu, Hawaii]) 1865-1918, 1893-10-17

The following IS the full text o
the decision Of Chief Justice judo
in the matter of the partition o
the Waikapu lands, which motor
was opposed by Spreckels OF
various grounds.
On the 10Th of June, 1891, the de,
PENDANT corporation filed a declar.
/ alton in ejectment against the plain.
! tiff corporation in this case, claiming
I that the plaintiff had uniustly anC
contrary to law and the rights of the
defendant taken possession OF the
! "Waikapu Commons" property
owned by these corporations in mole
/ ties as tenants in common. The
plaintiff filed disclaimer TO one-hali
of the property. This case never came
to trial, having been ended upon a
successful plea in abatement. On the
9TH of September, 1881, the plain
tiff filed its bill for partition of the
above mentioned land.
The shares in the defendant corpor-
alton being held one-half by Mr.. CIV.
MacfarIane and one-half by Claus
Spreckels as trustee for the plaintiff
corporation, and it being impossible
to obtain corporate action to defend
this suit, Mr.. Macfarlane applied for,
and obtained leave to appear and
answer the suit in defense of his
rights as an individual shareholder.
On the 2lst of September, 1898, final
decree was made by the Supreme
Court, stating, inter ALA, that "either
party may be at liberty to apply to
the said Chief Justice for any further
order in regard to the partition of the
said land as they may be advised.
G. W. Macfarlane on behalf
of the defendant corporation on
the 4th of October, 1898, moved
for the appointment of three
commissioners to make equal parti-
ton of the land, etc. The plaintiff
asked for further time, stating that
opportunity should be afforded to
enable the two corporations to ascer-
tain if any amicable division of the
land could be arrived at, and that
meeting of the stockholders of the
Waikapu Sugar Co. had been called
to consider the question.
1 declined to postpone consideration
of the motion for commissioners in
partition on the ground suggested,
because 1t appeared to me that the
deadlock in the Waikapu Sugar Co.
would still continue and no corporate
action could be obtained, and also be-
cause the final decree allowed either
party to move on the matter of parti-
ton. The plaintiff not doing so the
defendant had the right to move, re-
sulting from the leave obtained from
the Court to defend the suit.
The plaintiff objects to the motion
on the ground that Mr.. Macfarlane is
not now q stakeholder in the Wal
kapu Sugar Co.
It is shown by affidavit that there
appears on the stock book of the Wal
kapu Sugar Co. a record of the trans
fer by G. w. Macfarlane of I190 shares
of the capital stock to Charles r.
Bishop to secure a note and the trans
fer of said shares to Claus Spreckels
and also a record of the transfer of
sixty shares to WEIGH & Co. and that
the stock book shows no other shares
in the name of G. w. Macfarlane
And it is claimed in behalf of the
plaintiff that the pledgor Macfarlane
is not entitled to be considered a
nor would he have the
right to vote the stock at a meeting
of the corporation.
There is a distinction between q
share owner and share holder. 4
man may hold the certificate of shares
and yet not be its owner. The ques-
ton as to whether the pledgor or the |
Pledge of stock in a corporation is |
entitled to vote it is one of great diff |
Guilty, and text writers do not agree |
on the subject.
'In the absence of restrictive sta |
tutes the PLEDGE of certificates of |
stock endorsed and transferred on the |
books of the company has a right to |
vote at its meetings. His name ap- |
pearing as stakeholder upon the |
records of the corporation, he becomes
or all purposes stakeholder"
COlebrook on Collateral Securities,
81.
"a pledge OF shares having had
himself registered as holder thereof
IN the company's books is entitled to
vote at corporate meetings"
, Beach on Private Corporations,
Sec. $40, d.
On the other hand:
ga pledge has not the right to
tote the pledged stock even though
le has registered as a stockholder.u
Cook on the Law of Stock and |
Shareholders, Sec. 46S.
1.-The right to vote at the meetings
# a corporation belongs only to its
members or shareholders. 1t has
,een held that the vendor of shares
md not the vendee is entitled to vote
lpon them until transfer has been
'ecorded upon the stock books, and
he same privilege belongs TO a
,ledgor or mortgagor unless a com
Jlete tranfer was executed"
Morawetz, Sec. 4SS.
sFThe real owner of the stock should
-ote, especially where his name is
ruly expressed in the books, though
t might be otherwise If he chose to
AVE the entry in the name Of another
Without expressing any trust"
Angel & Ames on Corp, Ilth Ed,
Zee. 131, quoting from ex parte
Holmes, Cowen. 426.
An early case is ex parte, Wilcox,
Cowen, 402. The Court there say: