Gibbs v. Long Island Bank

BROWN, P. J. The facts of this case are not in dispute. As determined by the court, they are as follows: On January 26, 1881, the defendant issued to Delia P. Dueker a certificate for 40 shares of its capital stock, which certificate was as follows: “Long Island Bank. “Brooklyn, New York. "Established under the General Banking Law of the State of New York, Passed April 18th, 1838. “Associated by Articles Recorded in the Office of the Clerk of the County of Kings, State of New York, June lGth, 1845. “No.-. 40 Shares. “Be it known that Delia P. Ducker is entitled to forty shares of the capital stock of the Long Island Bank, of fifty dollars each, and holds the same subject to the conditions and stipulations contained in the articles of association above mentioned, save that the notes of said bank shall be issued subject to the provisions of the constitution and laws of the state of New York now existing, or which may hereafter be enacted, which shares are transferable on the books of the association by the said Delia P. Dueker or her attorney on the surrender of this certificate. In witness whereof the president and cashier of the association have hereto subscribed their hands in the city of Brooklyn, this 20th day of February, A. D. 1881. “J. Sniffen, Jr., President “John H. Ditmas, Cashier.” On December 11, 1882, Mrs. Dueker contracted a loan with the Brooklyn Bank upon her promissory note, and assigned said certificate to said bank as collateral security for the payment thereof. The loan not having been paid, the bank sold said stock to the plaintiff, pursuant to the terms of its contract with Mrs. Dueker, and the plaintiff thereby became vested with such right and title as Mrs. Dueker had thereto. In June, 1893, the plaintiff presented to the defendant the original certificate of stock issued to Mrs. Dueker, with a transfer thereof to himself, and demanded that the. said 40 shares be transferred to him on the books of the defendant, and a new certificate therefor issued to him. At that date Mrs. Dueker was indebted to the defendant in the sum of $2,338.85, and it refused to transfer said shares to the plaintiff unless said debt was paid. The defendant was incorporated in the year 1845, under chapter 260, Laws 1838. The articles of association, which were duly filed in the clerk’s office of Kings county, provided that "no shareholder of the association shall be permitted to transfer his shares, or receive a dividend or interest thereon, who shall owe to the association a debt which shall have become due, until such debt be paid, unless by and with the consent of the board of directors of the association.” In reference to Mrs. Ducker’s indebtedness to the defendant, it appeared that it first began in February, 1881, and, although the particular debt then contracted was subsequently paid, [408] there was no time from that date to the commencement of this action when she wras not a debtor to the bank in excess of the value of the said shares of stock. This case differs from Leggett v. Bank, 24 N. Y. 283, only in respect to a single fact. There the court found that the provision in the articles of association that shares of stock should not be transferable until all debts due by the holder thereof to the association were discharged was known to the plaintiff. In this ease there is no evidence that the plaintiff or his transferrer, the Brooklyn Bank, had any actual knowledge of the limitation put upon the transfer of shares of stock by the articles of association of the defendant. But we are of the opinion that the proAdsion on the face of the certificate, that the shares in question were held “subject to the conditions and stipulations contained in the articles of association above mentioned,” was sufficient information to put a purchaser of the shares upon inquiry to ascertain what the conditions and stipulations were, and that in this action the plaintiff must either be presumed to have made such inquiry, and ascertained the rights of the defendant, or else he was guilty of such negligence as is fatal to his claim to be treated as a bona fide purchaser of the stock. The agreement betAveen the shareholders, contained in the articles of association, was valid and effectual, and bound every holder of the stock. It was not prohibited by any statute, nor was it inconsistent with public policy. It was intended exclusively for the benefit and protection of the bank. It was referred to upon the face of the certificate, and the date and place of record of the articles of association stated. EAmry prospective purchaser of shares of the capital stock was thereby informed that the shares were held subject to some condition therein contained. Having such information, a purchaser must be deemed to have had notice of those facts, which, if he had used ordinary diligence, he would readily have ascertained. Williamson v. Brown, 15 N. Y. 354-360; Baker v. Bliss, 39 N. Y. 70. He Avas bound to examine the articles of association, and cannot plead his ignorance thereof to defeat the defendant’s lien. The learned counsel for defendant has referred us to many cases holding that certificates of stock are to be treated as having elements of negotiability, and that the corporation is estopped from asserting its claim against a bona fide holder for Aralue. Hone of the cases cited have any application to the facts before us. Ho question arose in any of them as to the effect of an agreement between the stockholders qualifying and limiting the transferability of the stock. The certificates there considered Avere not different from those in general use, and the questions related to the rights, as against the corporation, of bona fide purchasers thereof. The defendant’s rights here rest upon the agreement betAveen the shareholders, and the case is therefore entirely outside of the general rule applied in the cases referred to. We need not inquire what the result would have been had the defendant had notice of the assignment to the Brooklyn Bank before it made the loan to Mrs. Ducker, out of which, its present claim arose. Ho element of that kind exists in the case. The defendant appears to have dealt with Mrs. Ducker upon the faith of her apparent ownership of the stock, and in reliance upon the agree [409] ment contained in the articles of association, and it does not appear to have known of the claim of the Brooklyn Bank, or of the plaintiff’s ownership, until demand was made for the transfer in June, 1893. Under these facts the lien upon the stock existed for the debt outstanding at that date. The judgment is sustained by numerous authorities, and should be affirmed, with costs. All concur.