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Opinion of the Court.
Chicago, selling the property of the corporation on commission.
The law of Michigan under which manufacturing companies may be organized, and under which George H. Hammond & Company was created and exists, has, since 1875, contained this provision : Section 4143, 1 Howell's Annotated Statutes, section 17 of act 187, laws 1875: “The stock of every such corporation shall be deemed personal property, and be transferred only on the books of such corporation, in such form and manner as their by-laws shall prescribe; and such corporation shall at all times have a lien upon all the stock or property of its members invested therein, for all debts due from them to such corporation.” The general act, 1 Howell, sec. 4866, provides, as to all corporations, that a transfer of stock shall not be valid except as between the parties, unless entered on the books of the company, showing the names of the parties, by and to whom transferred, the number and designar tion of shares, and the date of the transfer. The bank was ignorant of Sweet's indebtedness to the corporation when it lent its money on the security of the stock, and of course Hastings, though notified thereof at the time of the sale, succeeded to all the rights of the bank. On these facts the circuit judge held that the purchaser took the stock discharged of any lien, and submitted to the jury only the question of the value of the stock; this having been found by its verdict, judgment was entered therefor, and the corporation now alleges error. The single question is, whether the corporation had a lien upon the stock for Sweet's indebtedness, as against the claims of the bank and the purchaser. This question must be answered in the affirmative for the rule is clear and unquestioned, that where by general law a lien is given to a corporation upon its stock for the indebtedness of the stockholder, it is valid and enforceable against all the world. Union Bank v. Laird, 2 Wheat. 390; Brent v. Bank of Washington, 10 Pet. 596; National Bank v. Watsontown Bank, 105 U. S. 217, 221; Rogers v. Huntingdon Bank, 12 S. & R. 77; Sewall v. Lancaster Bank, 17 S. & R. 285; Presbyterian Congregation v. Carlisle Bank, 5 Penn. St. 345,
Opinion of the Court.
348; Farmers' Bank v. Iglehart, 6 Gill, 50; Reese v. Bank of Commerce, 14 Maryland, 271; Hartford Bank v. Hartford Ins. Co., 45 Connecticut, 22; Bishop v. Globe Company, 135 Mass. 132; Bohmer v. City Bank, 77 Virginia, 445.
The law under which this corporation was organized was a general law. So it has been decided by the Supreme Court of Michigan, Newberry v. Detroit Co., 17 Michigan, 141, 151, where it is said : “ The law in question is a public act, and all are charged with knowledge of its provisions.” This construction by the Supreme Court of the State which enacted the law is conclusive in this court, as well as everywhere, as to its character. The law in terms provides for a lien, and that being a public law all are charged with knowledge of its provisions. Generally, wherever paper of a nature similar to this is issued, under authority granted by general statute, whoever deals with that paper is charged with notice of all limitations and burdens attached to it by such statute. And this is true whether the party lives in or out of the State by which the law was enacted. See authorities cited, supra. It was unnecessary to enter upon the certificate any statement of the limitations and burdens which the law casts upon all such paper; and the omission to state such limitations upon the face of the paper is not a waiver by the corporation of the benefits thereof.
In the case in 2 Wheat. supra, where the act of incorporation gave a lien, this court, by Mr. Justice Story, said: “The certificate, issued to Patton for the fifty shares held by him, (which is in the usual form,) declares the shares to be transferable at the said bank, by the said Patton, or his attorney, on surrendering this certificate.' No person, therefore, can acquire a legal title to any shares, except under à regular transfer, according to the rules of the bank; and if any person takes an equitable assignment, it must be subject to the rights of the bank, under the act of incorporation, of which he is bound to take notice.”
Repeated efforts have been made to have certiftcates of stock declared negotiable paper, but they have been unsuccessful. Such a certificate is not negotiable in either form of
character; and like every non-negotiable paper, whoever takes it does so subject to its equities and burdens; and though ignorant of such equities and burdens his ignorance does not relieve the paper therefrom, or enable him to hold it discharged therefrom. It is objected that upon the face of this certificate it is nowhere stated that "George H. Hammond & Company” is a corporation. While this is not expressly stated, it clearly appears; and even if it were not so, the certificate is non-negotiable paper, and the party had no right to deal with it as though it were otherwise. He'takes it subject to the burdens that in fact rested upon it.
Technical matters are suggested by counsel, but we deem it unnecessary to notice them. The circuit judge unquestionably, as appears from the record, ruled upon the substantial question considered by us. We think his ruling erroneous, and the case must therefore be reversed. That this lien of a corporation may be waived cannot be doubted. National Bank v. Watsontown Bank, 105 U. S. 217, 221. Perhaps when all the facts are developed, as they can be on the new trial, matters may be disclosed sufficient to establish a waiver; but mere ignorance on the part of the purchaser of the fact of the existence of the lien does not destroy it. It constitutes no waiver on the part of the corporation.
Judgment reversed, and the case remanded for a new trial.
SCHREYER v. SCOTT.
APPEAL FROM THE CIRCUIT COURT OF THE UNITED STATES
THE SOUTHERN DISTRICT OF NEW YORK.
No. 197. Argued January 31, 1890. - Decided March 24, 1890.
In determining the rules applicable to conveyances of real estate from a
husband to his wife, reference should be had not only to the decisions of this court, but also to those of the state where the parties lived, and
where the transactions took place. The rule obtains in New York, and is recognized by this court, that even a
Citations for Appellant.
voluntary conveyance from husband to wife is good as against subsequent creditors, unless it was made with the intent to defraud such subsequent creditors; or, unless there was secrecy in the transaction, by which knowledge of it was withheld from such creditors who dealt with the grantor, upon the faith of his owning the property transferred; or, unless the transfer was made with a view of entering into some new and hazardous business, the risk of which the grantor intended should be
cast upon the parties having dealings with him in the new business. When real estate is acquired by a husband in his own name by the use of
the separate property of his wife, a subsequent conveyance of it by him to her is not a voluntary conveyance, but the transfer of the legal title to the equitable owner.
IN EQUITÝ. The case is stated in the opinion.
Mr. Frederic R. Coudert for appellant. Mr. A. 0. Salter filed a brief for same, citing: Allen v. Massey, 17 Wall. 351; Carr v. Breese, 81 N. Y. 584; Phænix Bank v. Stafford, 89
. N. Y. 405; Cole v. Tyler, 65 N. Y. 73; Dunlap v. Hawkins, 59 N. Y. 342; Wickes v. Clarke, 8 Paige, 161; Van Wyck v. Seward, 1 Edw. Ch. 327; Wallace v. Penfield, 106 U. S. 260; Hinde v. Longworth, 11 Wheat. 199; Clark v. Killian, 103 U. S. 766 ; Smith v. Vodges, 92 U. S. 183; Graham v. Railroad Co., 102 U.S. 148; Horback v. Hill, 112 U. S. 144; Pepper v. Carter, 11 Missouri, 540; Payne v. Stanton, 59 Missouri, 158; Lerow v. Witmarth, 9 Allen, 382; 8. C. 83 Am. Dec. 701; Pratt v. Curtis, 2 Lowell, 87; Herring v. Richards, 1 McCrary, 570; Dygert v. Remerschnider, 32 N. Y. 629; Todd v. Nelson, 109 N Y. 316; Matthai v. Ileather, 57 Maryland, 483; Kimble v. Smith, 95 Penn. St. 69; Harlan v. Maglaughlin, 90 Penn. St. 293 ; Curtis v. Fox, 47 N. Y. 301 ; Phillips v. Wooster, 36 N. Y. 412; Walter v. Lane, 1 MacArthur, 275; Claflin v. Mess, 30.N. J. Eq. (3 Stewart) 11; Babcock v. Eckler, 24 N. Y. 623; Medsker v. Bonebrake, 108 U. S. 66; Baker v. Gilman, 52 Barb. 26; Reed v. Woodman, 4 Maine, 400 ; Lehm
; berg v. Biberstein, 51 Texas, 457, Monroe v. Smith, 79 Penn. St. 459; Herring v. Richards, 3 Fed. Rep. 439; Pell v. Tredwell, 5 Wend. 661; Nippe's Appeal, 75 Penn. St. 472; Kempner v. Churchill, 8 Wall. 362; Fuller v. Brewster, 53 Maryland, 361; Washband v. Washband, 27 Connecticut, 431; Seward v. Jackson, 8 Cowen, 430.
Opinion of the Court.
Mr. T. M. Tyng, for appellee, cited: Dudley v. Easton, 104 U. S. 99; Warren v. Moody, 122 U. S. 132; Adams v. Collier, 122 U. S. 382; Young v. Hermans, 66 N. Y. 374; Carpenter v. Roe, 10 N. Y. 227; King v. Wilcox, 11 Paige, 589; Savage v. Murphy, 34 N. Y. 508; S. C. 90 Am. Dec. 733; Smith v. Vodges, 92 U. S. 183; Case v. Phelps, 39 N. Y. 164; Dunn v. Hornbeck, 72 N. Y. 80; Wallace v. Penfield, 106 U. S. 260; Horback v. Hill, 112 U. S. 144; Blennerhasset v. Sherman, 105 U. S. 100; Schmidt v. Schmidt, 48 N. Y. Superior Ct. 520; Lent v. Howard, 89 N. Y. 169; Adair v. Lott, 3 Hill, 182; Coleman v. Burr, 93 N. Y. 17; Reynolds v. Robinson, 64 N. Y. 589; Chew v. Hyman, 10 Bissell, 240; Kerrison v. Stewart, 93 U. S. 155; Whelan v. Whelan, 3 Cowen, 537; Western Railroad v. Nolan, 48 N. Y. 513; Vetterlein v. Barnes, 124 U. S. 169.
MR. JUSTICE BREWER delivered the opinion of the court.
The question in this case is whether certain transfers of property made by John Schreyer to his wife, Anna Maria Schreyer, were fraudulent and void as against Peter J. Vanderbilt, a creditor of John Schreyer. The case is here on appeal from a decree of the Circuit Court for the Southern District of New York, brought by the assignee in bankruptcy of Schreyer against Schreyer individually, and as executor, etc., of his wife, now deceased. The Circuit Court, 25 Fed. Rep. 83, found that the transfers were fraudulent, and decreed that the bankrupt, as executor and trustee, convey the real estate and bonds and mortgages hereafter described to the assignee in bankruptcy. From such decree this appeal has been taken. The facts are these : On January 21, 1871, Schreyer conveyed to his wife the following real estate situated in the city of New York: Nos. 348 and 350 West 39th Street and Nos. 351, 353 and 355 West 420 Street. The title was passed from Schreyer to his wife, by conveyance to Edward Sharkey, and from him to Mrs. Schreyer. On October 15, 1870, Schreyer and his wife conveyed No. 420 West 40th Street to George Gebhart and No. 422 West 40th Street to Matthew L. Ritchie, who each thereupon executed mortgages for $5000 to Mrs. Schreyer.