Baltimore Retort & Fire Brick Co. v. Mali

• Decision Date: 10 March 1886
• Parties: BALTIMORE RETORT & FIRE BRICK CO. v. MALI.
• Court: Maryland Court of Appeals

3 A. 286

65 Md. 93

BALTIMORE RETORT & FIRE BRICK CO. v. MALI.

Court of Appeals of Maryland

March 10, 1886

Appeal from circuit court, Baltimore city.

Saml. Snowden, for appellant.

H Stockridge, for appellee.

ALVEY C.J.

The object of the bill in this case is to compel the defendant the appellant in this appeal, to transfer upon its books, to the name of the appellee, 2,780 shares of the capital stock of the appellant, and to issue new certificates therefor to the appellee, instead of certificates to that amount of stock, being part of a larger amount theretofore made out in the name of Hippolyte Mali, the father of the appellee. Hippolyte Mali is dead, and there is an administration upon his estate. Though the bill is filed against the appellant alone, if we could see in the case sufficient ground for decreeing the relief prayed, we should, before proceeding to decree, have to remand the cause, in order that the administrator might be made a party, as the decree, to be effective, ought to bind the estate of the deceased as well as the appellant.

It appears that the appellant is an incorporated body, organized under the general incorporation law of the state, and its capital stock consists of 5,000 shares, of the par value of $10 each. Of this capital stock Hippolyte Mali was an original subscriber to 3,000 shares, and down to the early part of August, 1883, he continued to hold all the stock originally subscribed for by him, with the exception of 220 shares, which he had previously transferred. The certificates of this stock, in various amounts, were all filled up, dated, and signed by the president and secretary of the corporation, under the corporate seal, to Hippolyte Mali; and, with the exception of some few of the certificates, they remained in the certificate-book of the corporation just as they were executed, uncut therefrom, and still so remain in the book. In this state of things, Hippolyte Mali, at Brooklyn, New York, where he resided, on the thirteenth of August, 1883, executed an assignment, under hand and seal, of the 2,780 shares of stock to his daughter, the appellee. The assignment states on its face that it was made for value received; but the proof is clear in showing that the assignment of the stock was intended as a gift merely, and not a sale of the stock for value. It is not charged or claimed in the bill that the appellee is entitled as purchaser for value. It is simply alleged that she is entitled by virtue of the assignment, and that the appellant has refused to recognize her right to the stock and to transfer the same to her name on its books. There was no power of attorney executed by the donor authorizing the transfer of the stock on the books of the corporation; but the assignment was left by Mr. Mali with Mr. Reynolds, at that time the attorney of the corporation, with whom also was left the book of certificates, with instruction that upon obtaining the assent of Mr. James, a mortgagee of the corporation, the transfer of the stock should be made to the daughter on the books of the company; but, owing to circumstances about which there seems to be a conflict of testimony, the transfer was not made in the life-time of Mali, the original owner of the stock, and since his death the corporation has refused to make the transfer, upon what is claimed by the appellee to be sufficient authority for requiring the transfer to be made, but which is denied by the appellant. It is contended by the latter that the authority to Mr. Reynolds to effect the transfer on the books of the corporation was revoked by the death of Mali, and, the transfer not having been made, the gift of the stock was left imperfect and beyond the power of the court of equity to make complete.

The general incorporation statute under which the appellant was organized (Acts 1868, c. 471) by its fifty-eighth section provides that the stock of the corporation organized under the act "shall be deemed personal estate, and shall be transferable as shall be prescribed by the by-laws of the corporation, and no shares shall be transferable until all previous calls thereon shall have been paid in, or shall have been declared forfeited for the...