Harbridge v. American National Bank

Vinje, C. J. Assuming the attachment proceedings were regular, the question arises whether the purchaser at the sale holds title as against a bona fide pledgee of the stock. The answer to the question depends upon a construction of the Uniform Stock Transfer Act as incorporated into our Statutes of 1913. No rrianual seizure of the stock was made by the sheriff; no injunction was issued restraining the [208] owner from disposing of the stock; and it was not surrendered to the corporation, but at all times held by Thorn-burgh or the pledgee. If the provision in the latter part of sec. 2989 reading “provided, however, that no attachment or levy upon shares of stock for which a certificate is outstanding shall be valid until such certificate be actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by its holder be enjoined,” applies to the whole section, and not to domestic railroad corporation stock only, as claimed by respondent, then the title is in the pledgee because no injunction was issued restraining Thornburgh from pledging or selling it. This proviso is part of sec. 13 of the Uniform Stock Transfer Act (see Terry, Uniform State Laws, p. 345), and in that act applies to all stock embraced within the terms of the act, including such stock as is here in question. When our legislature in 1913 adopted the Uniform Stock Transfer Act, it did so by creating secs. 175In — 1 to 175In — 23, Stats., inclusive, and the proviso quoted was added as an amendment to sec. 2989, which section dealt with levies upon corporate stock. There is no reason to suppose that the legislature intended to restrict the meaning of the clause by its insertion in the appropriate section which dealt with bank stock as well as railroad stock or domestic corporate stock. To limit it to railroad stock only because separated from the contents of the section relating to that by a semicolon only, would be to lay too much stress upon punctuation. Construing the proviso as relating to the whole subject matter of the section, we preserve the meaning it had in the Uniform Stock Transfer Act from which it was taken and preserve a uniform scheme of making valid levies upon stock. The object of the Uniform Stock Transfer Act, already adopted by a majority of our leading states, was to simplify and unify the transfer of stock and make it, as far as consistent with the rights of all parties, negotiable paper. [209] It is urged by respondent that there is no efficiency in an injunction restraining the transfer of stock when not actually seized. To this it may be said that that is a matter for the legislature to determine; and it evidently thought a restraining order had some deterring effect. It is not for courts to question such a conclusion. On the contrary, it is generally conceded from long judicial experience that an injunction is an efficient remedy in aid of justice. It is further urged by the respondent that the proviso in the Uniform Stock Transfer Act, sec. 1751» — 22, that the provisions of secs. 1751» — 1 to 1751» — 23, inclusive, shall apply only to certificates issued after the taking effect of such sections, creates two classes of stock not founded upon any distinction germane to the subject and therefore is unconstitutional. The matter here dealt with is the making of a valid levy on stock under sec. 2989, Stats., and it has no such proviso in it as to stock issued before or after the taking effect of the Uniform Stock Transfer Act. It will be noticed that the proviso applies only to secs. 1751» — 1 to 1751» — 23 as enacted into our statutes. The provision as to the invalidity of a levy on stock without its seizure or without-an injunction is not found in the sections named. It follows from what has been said that the trial court erred in holding that the petitioner was the owner of the stock. He acquired no title, because the provisions of sec. 2989 were not complied with. By the Court. — Order' reversed, and cause remanded with directions to enter judgment confirming title to the stock in Willhite as trustee.