Haegele v. Western Stove Mfg. Co.

• Decision Date: 28 February 1888
• Parties: HERMANN HAEGELE, Appellant, v. WESTERN STOVE MANUFACTURING COMPANY, Respondent.
• Court: Missouri Court of Appeals

29 Mo.App. 486

HERMANN HAEGELE, Appellant, v. WESTERN STOVE MANUFACTURING COMPANY, Respondent.

Court of Appeals of Missouri, St. Louis.

February 28, 1888

APPEAL from the St. Louis Circuit Court, HON. LEROY B. VALLIANT Judge.

Affirmed.

LEO RASSIEUR and D. TIFFANY, for the appellant: This action will lie for a wrongful conversion of stock. State ex rel. v Rombauer, 46 Mo. 155. A transfer of stock on the books of a corporation is a complete assignment in itself, and includes and takes the place of manual delivery of the certificate. White, Ex'r, v. Salisbury, 33 Mo 150; Chouteau Spring Co. v. Harris ; 20 Mo. 382; Ins. & Trust Co. v. Able, 48 Mo. 137.

MUENCH & CLINE, for the respondent: On plaintiff's own theory no delivery of the stock took place. The delivery is what passes the title, even though a corporation refuses to transfer the stock on the books. York v. Mill Co., 30 F. 472; Carroll v. Bank, 8 Mo.App. 252; Bank v. Richard, 74 Mo. 77. The plaintiff, even if he had a case, is guilty of such laches that he could not maintain this action. York v. Mill Co., 30 F. 471. If plaintiff has an undivided interest in the shares in question, he should join the other alleged owners of the remainder of the shares as coplaintiffs.

OPINION

THOMPSON J.

This was an action for damages against a corporation for refusing to issue to the plaintiff a certificate for a two-thirds part of one share of the capital stock of the company, alleged to have been acquired by the plaintiff by purchase from the administrator of a deceased shareholder, and for refusing to recognize the plaintiff as a stockholder in the company and to pay him dividends, and for converting the said stock to the defendant's own use. There was an answer and a reply, and a trial by jury, which resulted in a verdict and judgment for the defendant, from which the plaintiff appeals.

I. It may be doubted at the outset whether this petition states any cause of action. We know of no principle of law, common or statute, which compels a corporation to transfer upon its books a fractional interest in a single one of its shares, or which compels it to recognize any person as the owner of a fractional interest in one of its shares, or to pay a dividend to such a person, or to recognize him as a stockholder in any way. But we need not dwell upon this feature of the case, nor decide anything in respect of it, for the action was not defended upon this ground in the trial court, nor was it defended on this ground here.

II. The petition and answer both state that John Werberich died owning two shares of the capital stock of the defendant corporation of the par value of one thousand dollars, each, and that George Reiners was duly appointed his administrator. Then the petition charges that Reiners, as such administrator, by order of the probate court, sold the two shares to the plaintiff, and John and Anthony Werberich, for the sum of three thousand dollars; that he duly assigned and transferred said two shares on the books of the defendant to such purchasers, whereby each of them acquired a two-thirds part of one share of the stock of the company; that, thereupon, the company issued to John and Anthony Werberich a certificate for one share of the stock so transferred to them and the plaintiff; that the plaintiff thereafter demanded of the defendant and its officers that they issue to him a certificate for a two-thirds part of one share of stock so acquired by the plaintiff and his co-purchasers; and that the defendant wrongfully refused to do this, etc., following with the allegations as stated.

The answer, on the other hand, after admitting that it is a corporation, making a general denial, and making the admissions already stated, alleged that, among the distributees of the estate of John Werberich, deceased, were John Werberich and Anthony Werberich, his sons, and the plaintiff, who is the husband of one of his daughters; that, at its March term, 1876, the probate court made an order authorizing the administrator to sell the two shares at private sale for cash, for the purpose of making distribution of the estate; that, thereafter, on June 12, 1876, John and Anthony Werberich and the plaintiff jointly bought and undertook to assume the two shares at a valuation of fifteen hundred dollars each, for and on account of the sum of one thousand dollars each, due and coming to them respectively as distributive shares in the estate of the deceased; that the administrator reported this sale to the court and it was approved; that he thereafter tendered to John and Anthony Werberich and plaintiff the two shares of stock in fulfillment of the contract of sale, and in distribution to them of their respective shares in the decedent's estate; but that they refused to accept more than one share of the same, and turned over to the said Reiners whatever of right, title, or interest existed in the other share, in consideration of Reiners paying to them, then and there, the sum of fifteen hundred dollars, in cash, in lieu thereof; whereby Reiners became the sole owner of the one share last named; that, as to the other share, so ordered to be sold by Reiners, the same has long since, by mesne conveyances, become, and now is, the property of Anthony Werberich alone; and that the plaintiff, at the time of instituting this suit, had not, nor has he now, any right, title, or interest in the same whatsoever.

The reply, after admitting the death of John Werberich, his ownership of two shares of the capital stock of the defendant, the appointment and qualification of Reiners as his administrator, the taking charge of these two shares by Reiners as such administrator, and that the persons above named were distributees of the estate as above named--renews the allegations of the petition that the said administrator, acting under order of the probate court, sold, and that plaintiff bought, from said administrator, one-third of said two shares of stock, and that the same was by said administrator transferred to this plaintiff on the books of the company, and that the plaintiff became the owner of two-thirds of one share of said stock thereby, and denied the rest of the new matter of the answer not specifically admitted.

The plaintiff's evidence tended to show that the two shares of stock were sold to the plaintiff and John and Anthony Werberich, jointly, as stated in the petition and reply that, thereupon, Reiners took the three purchasers to the office of the defendant corporation, and there, in the presence of one of its officers, executed a transfer on the back of the two certificates representing the two shares, to the three purchasers; that the certificates were left with the defendant and were pasted in its certificate-book; that the defendant had no regular transfer-book, but recognized transfers of its shares by having them returned with the endorsement of the transfer thereon and pasted in its...