Kjellman v. Scandia Fish Co.

Mr. Justice Baker delivered the opinion of the court. The certificates contain the provision.that the stock is “transferable only on the books of the corporation by the holder thereof, in person or by attorney, upon surrender of this certificate properly i endorsed.5 5 In the absence of any by-law, the mode of transfer provided in the certificate became a part of the contract between the corporation and the holder of the certificate, and we must look to the certificate to ascertain how the transfer is to be made. Garswick and Iverson each indorsed upon his certificates an assignment thereof to the plaintiff and an appointment of the plaintiff as his “attorney to transfer the said stock on the books of the within named corporation, with full power of substitution in the premises.” If the plaintiff had gone to the proper officer of the corporation and presented said certificates with the indorsements thereon and asked to make transfers thereof on the books of the corporation, it would have been the duty of such officer to produce such book and permit plaintiff to execute or register such transfers therein, and for a refusal to permit plaintiff to make such transfers he could maintain an action against the corporation. But to maintain such action he must show a strict compliance on the part of the holder of a certificate with the requirements of such certificate in respect to the transfer thereof. In this case plaintiff did not go to the office of the defendant, or to any officer of the defendant, and ask to be permitted to execute on the books of the corporation a transfer of either the Garswick or the Iverson shares to himself. He did not appoint, under the power of substitution contained in the letters of attorney, another person to act as the attorney for Gars-wick or Iverson to make such transfer on said books. All that he did was to send the G-arswick certificate to the defendant by mail, accompanied by a letter to the corporation, in which he requested it to issue to" him new certificates therefor, and to send the Iverson certificates to the defendant by mail, accompanied by a letter to its president requesting that the transfer of said certificates be registered in the books of the corporation, and that new certificates be issued to him. It was the duty of the plaintiff under the certificates, the assignments and letters of attorney, either himself acting under such power of attorney, or through another appointed by him to act as such attorney in his place and stead, to go with such certificates and the assignments thereof to the proper officer of the corporation and demand permission to make the transfer on the books of the corporation, and it was not the duty of the defendant or of any officer of the defendant to make such transfer or issue new certificates upon the mere delivery by the plaintiff to the defendant of such indorsed certificates, with a request to make such transfer or issue such new certificates. State ex rel. Townsend, 2 Rich., S. C., 25; Turnpike Co. v. Bulla, 45 Ind. 1; Mech. Bkg. Assn. v. Mariposa Co., 3 Rob. 395; Hall v. Rose Hill, etc., Road Co., 70 Ill. .673. If the provision of the certificate had been that it was “transferable only on the books of the corporation upon surrender of this certificate properly endorsed,” then upon the surrender of such certificate properly. indorsed it would be the duty of the officers of the company to make the transfer on the books. But in this case, by the express provision of the certificate, it was necessary that the holder of the certificate should in person or by attorney make the transfer on the books of the company. This neither Garswick nor Iverson offered to do, either in person or by attorney, and therefore the trial court properly directed a verdict for the defendant. The judgment of the Superior Court will be affirmed. Affirmed.