Chicago Title & Trust Co. v. Ward

• Decision Date: 25 October 1928
• Docket Number: No. 17907.,17907.
• Citation: 332 Ill. 126,163 N.E. 319
• Court: Illinois Supreme Court
• Parties: CHICAGO TITLE & TRUST CO. v. WARD.

332 Ill. 126

163 N.E. 319

CHICAGO TITLE & TRUST CO.

v.WARD.

No. 17907.

Supreme Court of Illinois.

Oct. 25, 1928.

Commissioner's Opinion.

Proceeding by the Chicago Title & Trust Company, administrator of the estate of Harriot Benton Ward, deceased, to establish claim against the estate of George C. Benton, deceased, of which Charles W. Ward is executor. Judgment adverse to claimant was reversed by the Appellate Court, and Charles W. Ward, executor, appeals.

Affirmed.Appeal from Third Branch of the Appellate Court, First District, on Appeal from Circuit Court, Cook County; John A. Swanson, Judge.

Montgomery, Hart & Smith, of Chicago (Louis E. Hart and Irving Herriott, both of Chicago, of counsel), for appellant.

Fisher, Boyden, Kales & Bell, of Chicago, (Darrell S. Boyd, of Chicago, of counsel), for appellee.

CROW, C.

This cause was formerly before the court and is reported in 319 Ill. 201, 149 N. E. 740. Upon remandment to the Appellate Court for the First District, that court reversed the judgment of the circuit court of Cook county and rendered judgment for damages in favor of the claimant, the administrator of the estate of Harriot Benton Ward, deceased, and against the estate of George C. Benton, deceased, for the conversion of 350 shares of stock of the Delta & Pine Land Company. Pursuant to the mandate of this court, the Appellate Court, finding the facts differently from the trial court, incorporated in its judgment a finding of facts and found the issues for appellant in that court, and that Bentongave outright to his daughter, Harriot Benton Ward, 350 shares of the capital stock of the Delta Company; that they belonged to her in her lifetime and upon her death to her estate, and that at the date of the conversion thereof the stock had a reasonable value of $200 per share; that the administrator ought to have and recover of and from Charles Ward, executor of the last will of Benton, the damages by it sustained by reason of the premises, concluding with a judgment for such appellant for the value of the stock, with interest thereon from the date of the conversion, February 21, 1898. A certificate of importance was granted and an appeal allowed to this court.

On November 12, 1895, George C. Benton purchased 350 shares of the capital stock of the Delta Company, paying therefor $11,000. He delivered to the company the four certificates representing those shares. By his direction it issued in lieu thereof certificates representing the shares in the name of his daughter, Harriot, and they so remained on its books until after her death. April 18, 1896. The certificates were never delivered to her, though her father told her he had bought the stock for her. On February 28, 1898, Benton sent the certificates representing the 350 shares to the office of the company with instructions to the secretary to transfer the stock and to issue new certificates in the name of George C. Benton. The transferred certificates purport to have been indorsed by Harriot, but her purported signature is admitted not to be in her handwriting but in the handwriting of Benton. The written parts of the assignment and power of attorney on the back of the certificates to transfer the shares are in the handwriting of Benton and bear date January 19, 1898. It is apparent that Harriot did not authorize the transfer of the shares on the books of the company. It is not contended that she did authorize it. The trial court found as a fact by a special finding submitted:

‘That on or about February 28, 1898, George C. Benton procured the transfer of the 350 shares of the capital stock of the Delta & Pine Land Company of Mississippi in question, then standing in the name of Harriot J. Benton Ward on the books of the company, to his own name without authority from the said Harriot J. Benton Ward, as record owner of said stock, or without authority from the administrator or heirs of the estate of said Harriot J. Benton Ward.’

The court held as a proposition of law:

‘Legal title to the capital stock of a corporation passes by transfer of the shares on the books of the company to the transferee, irrespective of whether or not the stock certificates are delivered to the transferee.’

The court refused to hold:

‘That at the date of her death (April 18, 1896) she was the owner of 350 shares of the capital stock of the Delta & Pine Land Company of Mississippi, standing in her name on the books of the company and represented by certificate 83 for 100 shares, certificate 84 for 100 shares, certificate 85 for 100 shares and certificate 86 for 50 shares.’

It is contended that the finding of the Appellate Court incorporated in its judgment is a conclusion of law and not a finding of facts. Whether the stock belonged to Harriot during her life and to her estate after her death is a complex fact-a blending of facts established beyond controversy and the law applicable to the facts. Upon the conceded facts the propositions of law and fact held by the court required a finding that Harriot's estate was entitled to recover damages from Benton's estate because of his wrongful conversion of the stock, yet the court reached the conclusion that neither she nor her estate was the owner of the stock represented by the certificates standing in her name on the books of the company at her death and for nearly two years thereafter, at the time of their conversion.

As to the ownership of the 350 shares of the Delta Company stock, the uncontroverted evidence shows: (1) That on November 12, 1895, George C. Benton, who was president of that company and owned 2,518 shares of the total capitalstock of 6,000 shares, caused to be issued in the name of his daughter, Harriot, 350 shares of the company's stock, paying therefor $11,000; (2) that, representing that purchase, four certificates of the company, all dated November 12, 1895, were issued by the company in her name; (3) that the stubs in the stock book recite that those certificates for 350 shares were issued to her on November 12, 1895; (4) that the stubs recite that on February 26, 1898, nearly two years after the daughter's death, those certificates were received by the Delta Company and canceled and new certificates in similar amounts issued to Benton; (5) that each of the four certificates issued to her contains on the back what purports to be an assignment to Benton dated January 10, 1898, nearly two years after her death, signed ‘Harriot J. Benton Ward,’ which signature was either written by Benton or by someone under his direction; (6) that she knew that her father had put 350 shares of the Delta Company stock in her name, as her father told her so; (7) that in writing her name on the back of the certificates purporting to constitute assignments, Benton, or the person writing the name, undertook to make the signature appear to be written by someone other than Benton; (8) that the trial balances in the records of the personal account of Benton which he constantly kept did not show that he had purchased the 350 shares for himself; (9) the books of the company thereafter, and until the attempted transfer to Benton, showed her to be the owner of the stock.

[1][2][3] The preceding résumé of the facts is the basis for the finding of the ultimate fact by the Appellate Court in its judgment of reversal that Harriot in her lifetime, and her estate after her death, was the owner of the shares of stock by gift. So far as the facts of gift and ownership are involved, they are ultimate facts. It is true that ownership is a mixed question of law and fact. It involves the question of what was done in passing title or ownership, and the legal effect attached to what was done. But the judgment of the Appellate Court is not, as contended, ineffectual because it is the finding of a mixed question of law and fact. The judgment or decree of any court is sufficient if it finds the ultimate facts essential to sustain it. It is not necessary that it recite the evidentiary facts. Cobe v. Bartlett, 270 Ill. 61, 110 N. E. 325;Stevenson v. Earling, 290 Ill. 565, 125 N. E. 322. The finding of an ultimate fact, as ownership (Koch v. Arnold, 242 Ill. 208, 89 N. E. 1028), is often a conclusion drawn from the evidentiary facts, and the application of legal principles may be required to reach the conclusion, thereby making the conclusion a mixed...