150 Mass. 406 (1890), Farrington v. South Boston R. Co.

• Citation: 150 Mass. 406, 23 N.E. 109
• Opinion Judge: FIELD, J.
• Party Name: FARRINGTON v. SOUTH BOSTON R. CO.
• Attorney: J.G. Abbott, C.T. Gallagher, and J.S. Dean, for appellant. O.B. Mowry, for appellee.
• Case Date: January 02, 1890
• Court: Supreme Judicial Court of Massachusetts

Page 406

150 Mass. 406 (1890)

23 N.E. 109

FARRINGTON

v.

SOUTH BOSTON R. CO.

Supreme Judicial Court of Massachusetts, Suffolk.

January 2, 1890

[23 N.E. 110] Upon the agreed facts judgment was ordered for plaintiff for $3,375.92, and defendant appeals.

COUNSEL

Page 407

J.G. Abbott, C.T. Gallagher, and J.S. Dean, for appellant.

O.B. Mowry, for appellee.

OPINION

FIELD, J.

The plaintiff, in December, 1882, lent money to William Reed, and received from him, as security for the payment of the loan, a certificate in the name of the plaintiff, of 32 shares of the capital stock of the defendant corporation, in the usual form, signed by the president and its treasurer, with its seal affixed. This was a fraudulent overissue of stock by Reed, who was the treasurer, and who filled up a blank certificate, which had been signed by the president and left with him. Reed owned no stock, and exhibited no certificate of stock to the plaintiff except that filled up with the plaintiff's name, and he made no transfer of stock on the books of the company, and there was no entry of the transaction in any form upon its books. The stock of the company was transferable by assignment in the books of the company, upon a surrender of the old certificate, and this was stated in the certificate delivered to the plaintiff. The plaintiff, in May, 1886, assigned this certificate to one Wilkins, the cashier of the Howard National Bank, as security for the payment of a loan of money made to the plaintiff by the bank. Wilkins surrendered this certificate, and took a new one in his own name, which was issued to him by Reed, who, as treasurer, had the custody of the certificate and transfer books of the company. The plaintiff, in January, 1887, paid his debt to the Howard National Bank, and Wilkins assigned the certificate he held to the plaintiff. The plaintiff, in July, 1887, presented this certificate to the defendant, and demanded a new certificate, which the defendant refused to give, having discovered in November, 1886, this and other frauds of Reed. The original loan of the plaintiff to Reed was $2,000, but in October, 1886, the plaintiff lent him $1,000 more, and it was agreed between them that the certificate of stock should stand as security for the payment of both loans. The amount due from Reed to the plaintiff at the date of the writ was $3,175.84.

Page 408

It is manifest...