Tonopah daily bonanza. [volume] (Tonopah, Nev.) 1906-1929, 1910-05-10


as handed down yesterday byl
Judge M. R. Averill of the fifth
ldicial district court. The opinion
in the cases of R. B. Govan and
!. w. Summerfield versus Chris
lalatsta, which were brought to
scover stock. An attempt was
lade to attach the stock on the
ooks of the mining companies, as
ae shares had passed out of the
ands of the defendant, although
ney still remained in his name on
ae books. Judge Averill found
hat the mining company was not
esponsible for the shares. This
1as the first time the question had
cen ruled upon in this state and
he court was forced to a great
cal of trouble in securing decisions
work upon, no precedent having
cen established by the supreme
curt. The opinion of Judge Av-
rill, which was quite lengthy, and
,oes into all phases of the case, is
S follows:
In these cases judgment was en-
cred in favor of the plaintiffs, who
hen sought to have delivered to-
he sheriff by the Tonopah Mining
ompany of Nevada and the Mon
ana Mining company certain shares
If stock standing in the name OF
he defendant upon the books OF
aid companies, that had been lev
ed upon by means of writs serv-
ID upon agents of these companies
.esident in this state, both compan-
agents, upon service of the writs,
eported stock in the name OF the
defendant, but delivery was refused
because the certificates themselves
we're not available for cancellation,
having been disposed of by the de-
PENDANT prior to the levy OF the
writs.
The arguments upon proceedings
to compel the delivery of the stock
reveal some confusion among the
authorities arising out of the seri-
GUS difficulties attending such a
situation, the most important OF
which result from the fact that
the general public treats certificates
of stock as property, while many
courts treat them as mere evidences
of rights to profits, rights to vote,
ETC., their character being described
by one such court as follows:
''Stock is a share in the interests
and rights of a corporation. Certi-
ficates are mere evidence. They
may never be issued. 1t is not es-
sential that they should be. When
issued they are merely for con-
venience. The object of the i'm
perative provision that transfers
of stock shall be recorded is that
the ownership may be made appar.
emit Fort Madison Lumber com.
pant versus Batavian bank. II
Iowa, 270.
The case just referred to is 9
strong, well-reasoned case, and il
discusses the same conditions oul
statute creates, at least as to do
mestic corporations probably diff
fering somewhat from modern
view. An analysis of the language
quoted may be of value at this
point.
"Stock is share in the interest:
and rights of corporation" This
is undoubtedly true, but isn't II
something more? A corporation
has something more than interests
and rights; it often has very valua
BILE property. While it is true thai
the holder of certificate has ne
direct interest in this property thai
he can assert, or in any fund Of
the corporation, except fund sci
apart for the payment of divi
dend, yet does he not have an In
terest in the property, indirect per
haps, but one that in a measure
fixes the value of his shares? Il
not, where is such interest? In tht
corporation itself? Undoubtedly
but he is part of that corporation
The total outstanding stock repre-
sents a piece of realty; but it il
the comparison of certificates tt
deeds and receipts that appears tt
have misled some courts and leg
islatures; for certificates of stool
in the commercial world, if not il
the courts, have attained a highel
representative value than mere
deed or receipt They have com'
I to be recognized also highly repre-
sentative of property that the,
themselves are property, much as
negotiable promissory note is prop
\ erty, and far more than any dee'
or receipt. Certificates are mer
evidence True, not alone o
rights, or share of interests, blu
of property Our Nevada statut
says when the certificates are lis
sued" the stock of the compan
shall be deemed personal estate
which make the certificate some
thing higher than mere evidence
when isued they are merely TO
convenience" In this state, whe
they are issued, the shares are pei
\ sonal estate, in other words, pei
sonal property, which is cleari
something more than convenience.
"The object Of the imperative PR
vision that transfers of stock sha
be recorded is that the ownershi
may be made apparent. 1t woul
seem that the most natural metho
of making the ownership of tn
species of property apparent woul
b., an exhibition of the indicia
the property by the holder, esp
cially If his name appear upon tn
certificates, as indorsee or othe
wise. But the court was no dou'