The Pacific commercial advertiser. [volume] (Honolulu, Hawaiian Islands) 1885-1921, 1896-08-03
OPINION OF THE COURT, BY
FREAR, ].

This is an appeal from decree il
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
transfer by way of pledge of $500 share!
of the stock of the corporation from
the plaintiff to Messrs. Allen &, Lewis
of San Francisco.
The arguments for the defendant viii
be considered in order.
1. That a corporation or it's officers
cannot be required to record a trans
fer as a pledge. We know of no judi
cial decision upon this question. Queen
W 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 it's
solution may depend somewhat upon
custom. See Lowell, Transfer of Stock,
p. SO; 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 a trans
fer of the stock in question had pre-
Viously been recorded as a pledge on
the books of this corporation This
seems to be reasona BILE 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 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
mt hot To h.
his answer assumed the position of a
disinterested party willing, to record
the transfer as 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 a record of a
pledge of the stock in question to
Claus Spreckels. We need not con-
slider whether a second pledge may be
required to be recorded, even if a first
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 Allen
& 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 certificates
of stock, which also were produced
are in the name of the plaintiff and
endorsed in blank by him. The con-
tract, and certificates came from the
custody of Allen & Lewis. It also
appears affirmatively that Claus
Spreckels does not now claim any in
terest in the stock as Pledge. a per- |
son is not necessary party to a pro- |
ceeding of this nature from the mere |
fact that he has previously been a hold |
er OF the stock. See Tregear V. Ell
wanda Water Co., 76 Cal. 537.
Claus Spreckels notified the corpora
ton that he is 1.-THE owner of five
thousand shares of the capital stock of
the Paauhau Plantation Company. in
which Rudolph SpreckeIs asserts and
claims some title or property This
notice sets forth no ground whatever
for the claim of ownership. and Claus
Spreckels himself refused to appear
when summoned before a commission
er in San Francisco appointed in this
case TO take his testimony in regard
to his claim or title, if any. to the
stock. As above stated, the certifi-
Gates are in the name of the plaintiff: |
the stock also stands in his name as
owner on the books of the corporation
The defendant did not interplead Claus
Spreckels. Under all these circum-
the court was not obliged to
require him to be made a party.
3. That the transferror and trans
terree were not in accord as TO the
form OF the record when the suit was
brought or that, at least, if they were.
the defendant had no notice thereof. |
Either the transferror or the transfer
zee may apply for and compel a record
Of the transfer. If they make appli-
cations for materially different forms
If record and there is a serious ques-
ion as to the proper course to pursue. {