Commonwealth ex rel. Citizens' Nat. Bank v. Camp
| Decision Date | 30 June 1917 |
| Docket Number | 106 |
| Citation | 258 Pa. 548,102 A. 205 |
| Parties | Commonwealth ex rel. Citizens National Bank v. Camp et al., Appellants |
| Court | Pennsylvania Supreme Court |
Argued April 30, 1917
Appeal, No. 106, Jan. T., 1917, by respondents, from order of C.P. McKean Co., Oct. T., 1914, No. 19, awarding mandamus, in case of Commonwealth ex relatione Citizens National Bank Port Allegany, Pa., v. T. W. Camp, President, and J.S Walker, Treasurer of Consolidated Glass Company, and the Consolidated Glass Company and Thomas W. Camp, Intervening Defendants. Affirmed.
Petition for mandamus. Before BOUTON, P.J.
The opinion of the Supreme Court states the facts.
The court awarded a peremptory mandamus, as prayed for. Respondents appealed.
Error assigned was in awarding the peremptory mandamus.
Judgment affirmed.
F. D. Gallup, with him John G. Johnson and John E. Mullin, for appellants. -- The courts of Pennsylvania had no jurisdiction over the internal management of a foreign corporation: Madden v. Penna. Electric Light Co., 181 Pa. 617; McClosky v. Snowden, 212 Pa. 249; Birmingham Fire Ins. Co. v. Commonwealth ex rel. Kuehneisen, 92 Pa. 72.
The court should not have allowed the unsealed assignments of stock certificates to be offered in evidence without requiring proof of the consideration therefor: Littell v. Scranton Co., 42 Pa. 500.
The defendant should have been permitted to prove that the consideration for which the stock certificates were assigned was illegal: Pearce v. Wilson, 111 Pa. 14.
Alex. Simpson, Jr., with him C. W. Catlin and William E. Burdick, for appellees. -- There was no need to prove the consideration before the certificates were offered in evidence: Shattuck v. American Cement Co., 205 Pa. 197; Wadlinger to use v. First Nat. Bank of Minersville, 209 Pa. 197; Grubb v. Mahoning Navigation Co., 14 Pa. 302; Ben Franklin Fire Ins. Co. v. Flynn & Hamm, 98 Pa. 627; Stegmaier v. Keystone Coal Co., 225 Pa. 221; Littell v. Scranton Gas & Water Co., 42 Pa. 500.
The lower court had jurisdiction to entertain the action: Madden v. Penna. Electric Light Co., 181 Pa. 617; McCloskey v. Snowden, 212 Pa. 249; Birmingham Fire Ins. Co. v. Com. ex rel. Kuehneisen, 92 Pa. 72; Sproul v. Standard Plate Glass Co., 201 Pa. 103; Chambers v. Bradford Building, Loan & Savings Assn., 55 Pa.Super. 444.
Before BROWN, C.J., MESTREZAT, MOSCHZISKER, FRAZER and WALLING, JJ.
This is a proceeding by mandamus instituted by the Citizens National Bank of Port Allegany, Pa., the plaintiff, to compel the defendant, the Consolidated Glass Company, a West Virginia corporation, having its principal place of business in Smethport, McKean County, this State, to transfer on its books 478 13-79 shares of its capital stock, the certificates for which, with powers of attorney in blank to transfer, are in the possession of the plaintiff bank.
T. W. Camp was the president of the defendant company and the owner of the stock in dispute, and, on April 24, 1912, assigned and transferred the certificates for the stock to the bank with an irrevocable power of attorney, executed in blank as to date and name of transferee, authorizing the transfer of the stock on the books of the defendant corporation. The bank presented its petition to the court below averring, inter alia, that Camp was the president and J. S. Walker the treasurer of the defendant company; that the petitioner was the owner of 478 13-79 shares of the capital stock of the company, and had been the owner thereof since April 24, 1912; that said shares of stock were represented by certain numbered certificates, and that they had, for value received, been transferred to the bank by endorsement thereon executed by Camp in the presence of a witness; that the certificates were delivered to the bank at the time of the transfer and were then in its possession; that a representative of the bank had presented the certificates at the office of the defendant company at Smethport, Pa., and demanded the transfer of the stock upon the books of the company and the issue of new certificates therefor; that repeated requests for the transfer of the stock had been made and likewise frequent efforts to secure the transfer, but the company refused to transfer the stock on its books and to issue new certificates; that by reason of the premises the petitioner had suffered great damage and had no specific and adequate remedy at law; and prayed the court to issue a writ of mandamus commanding the company to transfer the shares of stock represented by the certificates and to issue new certificates therefor. An alternative writ was awarded. The defendant company filed a return to the writ in which it denied that the plaintiff bank had presented the certificates and made demand for the transfer of the stock on its books or that it had refused to make the transfer; that since the commencement of this proceeding Camp had advised the defendant company that he had transferred the stock to the bank for an illegal consideration and claimed he was still the owner thereof; that he would ask the court for permission to intervene in the proceeding to protect his interest in the stock; and that, if the transfer was made for an illegal consideration, the bank was not the owner of the stock and, therefore, not entitled to have it transferred. The defendant prayed that the company be dismissed with its costs until it has been legally determined that the bank is the owner of the stock "and until the requirements of the statutes in other respects has been complied with." The plaintiff bank filed a reply to the defendant's return to the alternative writ, denying that the stock was transferred by Camp to the bank for an illegal consideration, as set forth in the return, and averring that the transfer was made for a valuable consideration, the details of which are therein stated. Camp presented his petition to the court below and asked permission to intervene on the ground that part of the consideration for the transfer of the stock was illegal and against public policy, and prayed for an order permitting him to conduct the subsequent proceedings at his own expense or to take such part therein and on such terms as to the court might seem just. The court granted a rule to show cause why the prayer of the petition should not be granted, which it subsequently made absolute. On motion of plaintiff's counsel the court awarded an issue to try the matters at variance between the plaintiff and the Consolidated Glass Company and T. W. Camp, as defendants, and directed that the petition and reply of the plaintiff should stand as a declaration, and the return of the defendant company should stand as the affidavit of defense. At the conclusion of the evidence on the trial of the issue, the trial judge directed a verdict for the plaintiff. Thereafter the court entered an order that a writ of peremptory mandamus issue, directed to the president and treasurer of the defendant company, commanding them to transfer the stock upon the books of the company and issue new certificates therefor to the plaintiff bank. The defendants have taken this appeal.
The first and second assignments of error relate to the admission of certain testimony; the third, to excluding certain testimony; the fourth, to the action of the court in directing a verdict for the plaintiff; the fifth and sixth, to the refusal of a new trial; and the seventh, to the order awarding the peremptory mandamus.
The signature of Camp to the assignment and power of attorney authorizing the transfer of the stock, executed in blank as to date and name of transferee, was admitted to be genuine and the stock being in the possession of the plaintiff bank, it was presumptively a holder for value, and, therefore, it was not error to admit the certificates in evidence without proof of consideration: Shattuck v. American Cement Co., 205 Pa. 197; Wadlinger v. First National Bank, 209 Pa....
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