Bond v. Mount Hope Iron Co.

Chapman, C. J. The plaintiff was possessed of a certificate for twenty shares of the defendants’ stock, duly assigned to him by a writing on the back of the same. He had also an assignment of fifty shares, which stood in the name of Albert Field, the president of the corporation, as collateral security for the payment of a note. He paid the note and took it up; and a receipt for the payment was written by Field’s clerk in Field’s name on the back of the certificate, which, with the note, the clerk delivered to the plaintiff. The treasurer of the corporation was present at the payment, and knew the facts. The plaintiff [507] having the papers with him, demanded a transfer and certificates made to him. This was refused by the treasurer, solely on the ground that the ninth by-law of the corporation had not been complied with. The plaintiff contends, 1, that this by-law is invalid ; 2, that it had been complied with, some time before, by an offer of the owner to sell the stock to them, and their refusal to purchase it. We think the correspondence between George W. Bond, the owner, and Job M. Leonard, the defendants’ treasurer, shows that the by-law had been complied with. Therefore the question of its validity has become immaterial. The defendants now contend that they were not bound to make the transfer, because Mr. Field, their president, was sick at the time of the plaintiff’s demand and until after the action was brought, and could not sign a certificate. But their refusal was put on the sole ground that the by-law had not been complied with; and therefore the alleged sickness of the president is immaterial. They also say that the plaintiff did not leave his certificates with the treasurer when he demanded his stock. But he had them with him, and gave the treasurer copies of his transfers, which was all that he required, and he still refused to make the transfer, on the sole ground that the by-law had not been complied with. They say further that the plaintiff consented to a delay until the next week. But he did this upon the promise of the treasurer to send him the certificates at that time. The certificates were not sent, and no reply was made to his subsequent letter asking for a transfer. They cannot therefore justly contend that his consent to this delay was a waiver of his rights. He has made a proper demand, and it has been refused on a ground which was invalid. The stock having been unjustly withheld, be is entitled to recover its value Exceptions overruled.