Chicago Edison Co. v. Fay

Mr. Justice Waterman delivered the opinion of the Court. Appellant was, by means of forged indorsements upon certificates of stock owned by appellee, induced to take the same up and issue therefor stock to A. O. Slaughter & Co. It is no defense for appellant that it acted upon forged indorsements placed upon the certificates of stock owned by appellee. Cook on Stockholders, Sec. 365. What appellant urges is that appellee has ratified the disposal of his certificates of stock. We do not regard his action as having that effect. In saying this, we keep in mind that the unauthorized act, a ratification of which is claimed, is the forgery of appellee’s name upon certain stock certificates and the disposal of them to A. O. Slaughter & Co. The fact that the money thus obtained was by the forger deposited to the credit of appellee, and that he has not returned the same either to A. O. Slaughter & Co. or to appellant, does not constitute a ratification. Appellee can not have his stock and keep this money; he is entitled to his stock, and when he gets it will be bound to restore to whomever may be entitled to the same, the money he holds as the fruit of the fraudulent sale of his stock. Bor is appellee, before he can have his stock restored to him, bound to wait until the equities existing between appellant and A. O. Slaughter & Co., or appellee and the same firm, are ascertained. Bor is the firm of Slaughter & Co. a necessary or proper party to his bill against appellant for a restoration of his stock. Pratt v. Boston & Albany Ry. Co. 126 Mass. 443. As against appellee, appellant has no equity; it paid nothing; gave nothing to him for his stock. If appellee were alleged to be pecuniarily irresponsible, so that there was danger that appellant or A. O. Slaughter & Co. might not be able to collect from him, appellee, any claim growing out of this matter, a different case would" be presented. We do not intend in anything said to express an opinion as to the nature or extent of the obligations, if any, of appellee to either appellant or A. O. Slaughter & Co. on account of any transactions of Anderson. It is not set up that the restoration of appellee to his rights as a stockholder will cause an over-issue of stock by appellant. Bo question of over-issue arises in this case, even if, under the circumstances, such a question could in this litigation be made. The decree of the Superior Court is affirmed