The Hawaiian gazette. [volume] (Honolulu [Oahu, Hawaii]) 1865-1918, 1896-08-04
OPINION OF THE COURT. BY
FREAR. J.

This is an appeal from a decree in
equity ordering the defendant, as Sec
rotary of the Paauhau Plantation Com
pany, a Hawaiian corporation, TO rec
ord in the books of the corporation a
transfer by way of pledge of $500 shares
of the stock of the corporation from
the plaintiff to Messrs. Allen & Lewis,
of San Francisco.
The arguments for the defendant will
be considered in order.
1. That a corporation or its officers
cannot be required to record trans
fer as a pledge. We know of no judi
ciaI decision upon this question. Queen
V. Gen. Cemetery Co., Ell. & Bl. AIS,
is materially different from this case.)
To Judge from the opinions of some
text writer's. it would seem that the
question is an open one and that its
solution may depend somewhat upon
custom. See Lowell, Transfer of Stock,
D. Sc; Cook. Stock and Stockholders,
Secs. 245. 397. In this case it was
shown in evidence to be the general
custom of corporations in these islands
to record pledges as such, and trans
fer of the stock in question had pre-
yiously been recorded as pledge on
the books of this corporation. This
seems to be a reasonable custom, and
no special objection to recording the
transfer as a pledge is shown IN this
instance. However, we need not de-
eide now that a transfer by way OF
pledge may always be required to be
recorded as such. The right, if any,
TO object to making such a record may
be waived and we think it has been
waived in this case. So far as the form
OF the record is concerned, the defend
ant. both previous to the suit and IN
his answer. assumed the position Of a
disinterested party willing to record
the transfer as a pledge if both parties
SO desired. He should not be allowed
to assume a different position after
wards unless at least good reason is
shown therefor. See Bond V. Mt. Hope
Iron Co., 80 Mass. sos.
2. That Claus Spreckels is a neces-
sary party. There appears on the
books of the corporation record of a
pledge of the stock in question tc
Claus Spreckels. We need not con-
slider whether a second pledge may be
required to be recorded, even if frs
pledge may be, for it is proved by am
pie and undisputed evidence that Claus
Spreckels had assigned and delivered
the stock and his contract of pledge
to the Nevada Bank of California
which had in turn assigned and de
liYered the contract and stock to AlleI
& Lewis with the consent of the plain
tiff. This contract and the assign
ments of Claus Spreckels and the Ne
vada Bank were produced and the sig
nature of Claus Spreckels to his as
signment was proved. The certificate
of stock, which also were produces
are in the name of the plaintiff ant
endorsed in blank by him. The con
tract and certificates came from tn
custody of Allen & Lewis. 1t ais
appears affirmatively that Clau
Spreckels does not now claim any in
terest in the stock as PLEDGE. A per
son is not necessary party to Pre-
ceeding of this nature from the mer
fact that he has previously been hole
er of the stock. See Tregear V. Eft
wanda Water Co, rs Cal. 537.
Claus Spreckels notified the corpora
ton that he is "the owner of fiv
thousand shares of the capital stock {
the Paauhau Plantation Company,
which Rudolph Spreckels asserts an
claims some title or property" Til
notice sets forth no ground whateyt
for the claim of ownership, and Clal
Spreckels himself refused TO appes
when summoned before a commission
er in San Francisco appointed in tn
case to take his testimony in regal
to his claim or title, if any, to tt
sock. AS above stated, the certii
Gates are in the name of the plaintiff
the stock also stands in his name
owner on the books of the corporatio
The defendant did not interplead Clal
Spreckels. Under all these circun
stances, the court was not obliged
require him to be made a party.
3. That the transferror and tran
ferree were not in accord as to Il
form of the record when the suit W;
brought or that, at least, if they wer
the defendant had no notice thereo
Either the transferror or the transfe
rec may apply for and compel a recol
Of the transfer. If they make appl
cations for materially different form
of record and there is a serious que
ton as to the proper course to pursu