Boston and Albany Railroad Co. v. Richardson

• Decision Date: 10 September 1883
• Citation: 135 Mass. 473
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: Boston and Albany Railroad Company v. Spencer W. Richardson & others

135 Mass. 473

Boston and Albany Railroad Company v. Spencer W. Richardson & others

Supreme Court of Massachusetts

September 10, 1883

Suffolk.

Judgment for the plaintiff.

G Putnam, for the defendants, contended that, as the defendants acted in good faith, there was no implied warranty of the genuineness of Mrs. Pratt's signature, but only of their belief in its genuineness, and cited page v. Bent, 2 Met. 371; Litchfield v. Hutchinson, 117 Mass. 195 198; Tucker v. White, 125 Mass. 344, 347; Leather v Simpson, L. R. 11 Eq. 398; Anglo-American Telegraph v Spurling, 5 Q. B. D. 188.

J. C. Gray & W. C. Loring, for the plaintiff.

Morton C. J. Devens & W. Allen JJ., absent.

OPINION

Morton C. J.

This case, which is an action of contract with a count in tort, presents an important question, referred to, but not decided, in Machinists' National Bank v. Field, 126 Mass. 345.

In January, 1876, Mrs. Pratt owned five shares of the stock of the Boston and Albany Railroad Company, and held a certificate running in her name. Her son forged her name to a blank power of attorney, printed upon the back of the certificate, and delivered it to one Field, a broker. Field sold the shares to the defendants, and delivered to them the certificate with the forged signature thereon. The defendants presented it to the transfer clerk of the plaintiff by Brown, their clerk, who filled up the blanks so as to make it a power of attorney to Brown to transfer the shares to Richardson, Hill and Company, the defendants. Throughout, Brown was acting as the agent and on behalf of the defendants. Thereupon the transfer clerk permitted Brown to transfer the shares upon the books of the corporation, and issued a new certificate to the defendants. Subsequently, and before the discovery of the forgery, the defendants sold the stock to a third person, and, at their request, the corporation issued a new certificate to the purchaser.

Upon these facts, it is clear that Mrs. Pratt never parted with her property in the shares, and therefore the plaintiff was obliged to procure five shares of its corporate stock, and issue a certificate to her, and also to pay her the dividends upon the five shares. Pratt v. Taunton Copper Co. 123 Mass. 110, and cases cited. It is also settled that the corporation has no remedy against the person who purchased of the defendants, because, as to him, the corporation is estopped to deny its certificate issued to the defendants and transferred to the purchaser. Machinists' National Bank v. Field, ubi supra, and cases cited. The question in this case is whether it has a remedy against the person who presented a forged transfer or power of attorney, upon the faith of which it issued to such person a new certificate.

This question has never been directly decided in this Commonwealth, but the adjudged cases furnish analogies which aid us in its solution. It is familiar law that, in a sale of chattels, a warranty of title is implied, unless the circumstances are such as to give rise to a contrary presumption. Shattuck v. Green, 104 Mass. 42. The possession and offer to sell a chattel is held equivalent to an affirmation that the seller has title to it. This is founded upon the reason that men naturally understand that a seller who offers a chattel for sale owns it.

The same rule has been extended to the case of a sale of a promissory note. The seller impliedly warrants that the previous signatures are genuine. Cabot Bank v. Morton, 4 Gray 156. Merriam v. Wolcott, 3 Allen 258.

So it has been held that, if one, honestly believing himself to be authorized, acts as agent for another, and procures money or goods upon the credit of his supposed principal, and it turns out that he is not authorized, he is liable for the value of the money or goods. Chief Justice Shaw says: "If one falsely represents that he has an authority, by which another, relying on the representation, is misled, he is liable; and by acting as agent for another, when he is not, though he thinks he is, he tacitly and impliedly represents himself authorized without knowing the fact to be true, it is in the nature of a false warranty, and he is liable." Jefts v. York, 10 Cush. 392. The chief justice adds: "But in both cases his liability is founded on the ground of deceit, and the remedy is by action of tort." We do not understand him as intending to say that the only remedy is the technical action of deceit, and that a guilty knowledge must be proved. He used the word "deceit" in the sense of tort. In numerous other cases, the remedy is said to be an action on the case for falsely assuming to be an agent. Bartlett v. Tucker, 104 Mass. 336, and cases cited. And in the recent case of May v. Western Union Telegraph, 112 Mass. 90, it was held that the proper remedy is not an action of deceit; but "it is an action in the nature of a false warranty against one acting as agent, who represents that he has authority when he has not. Whether such representation is made in terms, or tacitly and impliedly, he supposing but not knowing the fact to be true, he is liable to the person misled." We can see no good reason why an action of contract upon the implied warranty should not be maintained, in the same manner as it may be upon the implied warranty in the sale of chattels. Randell v. Trimen, 18 C. B. 786. Richardson v. Williamson, L. R. 6 Q. B. 276. Baltzen v. Nicolay, 53 N.Y. 467. But it is not necessary to discuss this, because in the case at bar there is both a count in contract and a count in tort in the nature of case, for falsely assuming to act as an agent.

Perhaps these considerations are sufficient to dispose of this case; but it seems to us that the result would be the same if Pratt had signed the transfer on the back, of the certificate, instead of the power of attorney. The difference between the two modes of effecting a transfer is theoretical rather than practical. There is in either case a similar implied representation or warranty.

If one buys stock and takes a transfer, and presents the certificate to the corporation and demands a new one, he thereby impliedly represents that he is entitled to the new certificate. He demands it as his right; this implies that he is the owner and has a right to it. The corporation has the right to understand him as asserting this. It is not bound to question or investigate the genuineness of the transfer, and see if the purchaser has not been defrauded. When the purchaser presents his transfer and certificate, the transfer officer naturally understands that he claims the transfer to be valid, and to...