State ex rel. White v. Ferris

Park, 0. J. The controversy in this case is with regard to the right of Lindley M. Ferris, Jr., to vote on five hundred and sixty-four shares of stock of the Hartford & Albany Transportation Company, at the annual meeting of the company for the choice of directors and other officers in the month of February, 1875. These shares formerly belonged in part and principally to • the co-partnership of Murray, Ferris & Co., of which L. M. Ferris, Jr., was a member, and in part to L. M. Ferris, Jr., and at the time of the annual meeting they still stood on the books of the company as belonging to them, although the firm of Murray, Ferris & Co. and L. M. Ferris, Jr., had previously been declared bankrupts, and an assignee of their estates had been appointed in bankruptcy. The by-laws and regulations of the Hartford & Albany Transportation Company, in force at the time of the annual meeting in question, required that certificates of ownership of stock should be signed by the president and secretary, and recorded upon the books of the company; and that whenever a stockholder should transfer his stock, the secretary should make an entry of the cancellation of the old certificate on the books of the company, and record the new certificate thereon, and lodge a certificate of the .transfer with the clerk of the town, according to law. Some time previous to the annual meeting of the transportation company, L. M. Ferris, Jr., applied to the assignee in bankruptcy for a power of attorney to vote on these shares, and one was given him duly signed, and in proper form, with the exception of the name of the attorney. These are the principal facts of the case, and we think they show that L. M. Ferris, Jr., had the right to vote at the annual meeting on the shares in controversy. It has been repeatedly held by this court that the books and records of a corporation determine who are its stockholders tor the time being, and who have the right to vote on the stock, although the same may have been sold, or pledged as collateral security. In such cases the party who appears to be the owner by the books of the corporation has the right to be treated as a stockholder and to vote on what [569] ever stock stands in Ms name. Marlborough Manufacturing Co. v. Smith, 2 Conn., 579; Northrop v. Newtown & Bridgeport Turnpike Co., 3 Conn., 544; Vansands v. Middlesex County Bank, 26 Conn., 144; Gen. Statutes, Rev. of 1875, p. 279, secs. 8, 10 ; Ex parte Willcocks, 7 Cowen, 402; Matter of Barker, 6 Wend., 509; Ángell & Ames on Corp., § 132. Besides, in tliis case it appears that the assignee did not claim the right to vote on this stock at the annual meeting, hut on the contrary consented in advance that L. M. Eerris, Jr., might vote on it. What matters it to the other stockholders which of these parties voted on the stock, so long as one party or the other manifestly had the right to vote, and both were agreed as to who should vote ? The stock stood in the name of the co-partnership, of which L. M. Ferris, Jr., was a member, except a few shares which stood in his own name, and the assignee, the only other party in interest, assented to his voting on the stock. This being so, we think the other stockholders have no right to complain. But it is said that the bankrupt act of the United States conflicts with this view of the case; and we are referred to sections 5044 and 5046 of the act. But these sections refer generally to the property of the bankrupt, and as applied to this case, mean no more than that the stock is vested in the assignee. This appears by section 5051 of the act, which provides that “the debtor shall, at the request of the assignee, make and execute any instruments, deeds and writings which may be proper to enable the assignee to possess himself fully of all the assets of the bankrupt.” This provision is made in view of the fact that, in many cases, such instruments are necessary to transfer possession of the bankrupt’s property to the assignee. It is further said, that however it may be in regard to the right of L. M. Ferris, Jr., to vote on the stock, still he, and the other members of .the firm, were not eligible to the office of directors unless they were stockholders. But L. M. Ferris, Jr., would not have had the right to vote unless he had been a stockholder, for the time being at least, for the power [570] of attorney did not confer upon him that right, because his name was not inserted in it. He was a stockholder so far as the corporation was concerned, and so was R. M. Ferris, inasmuch as the stock stood in their names on the books of the company; and consequently they were eligible to office. There is manifest error in the judgment complained of, and a new trial is advised. In this opinion the other judges concurred.