Massengale v. Hodgson

• Decision Date: 15 May 1918
• Docket Number: 567.
• Citation: 95 S.E. 975,148 Ga. 97
• Parties: MASSENGALE v. HODGSON ET AL.
• Court: Georgia Supreme Court

95 S.E. 975

148 Ga. 97

MASSENGALE v. HODGSON ET AL.

No. 567.

Supreme Court of Georgia

May 15, 1918

Syllabus by the Court.

St Elmo Massengale, of Fulton county, owner of two shares of stock in the Athens Coco-Cola Bottling Company, a corporation, of Clarke county, agreed to sell said stock to George T. Hodgson, using the trade name of George T. Hodgson under the following option: "Atlanta, Ga., July 3, 1914. Messrs. Geo. T. Hodgson & Co., 923 Candler Building, Atlanta Ga. Dear Sirs: I will give you one week's option on my two (2) shares of Athens Coco-Cola Bottling Co. stock, at the following price and conditions: Price five thousand dollars in full, to be paid for as follows: Forty-five hundred dollars cash and your note for five hundred dollars, payable on December 1st, 1914, without interest. The stock to be delivered immediately upon settlement as above. Yours truly St. Elmo Massengale." George T. Hodgson accepted the offer according to its terms, by paying to St. Elmo Massengale $4,500 in money, and by executing and delivering to him his promissory note for $500 due December 1, 1914 without interest, and the said Massengale contemporaneously therewith delivered to the said George T. Hodgson the stock certificate, but failed to indorse the same. The certificate named St. Elmo Massengale as the owner of two shares of stock, and recited that said shares were "transferable only on the books of the corporation by the holder thereof in person or by attorney, upon the surrender of this certificate properly indorsed." George T. Hodgson sold the said two shares of stock to J. M. Hodgson, of Clarke county, for the sum of $5,000 cash, the said J. M. Hodgson taking the same without notice or knowledge of any claim or right, if any existed, "between said George T. Hodgson and St. Elmo Massengale." Thereafter, the note for $500 having matured, St. Elmo Massengale sued out a purchase-money attachment in the municipal court of Atlanta against George T. Hodgson, on the ground that the said Hodgson was then a nonresident of the state, and caused the attachment to be levied by W. E. Jackson, sheriff of Clarke county, on the two shares of stock in question. A dividend in the sum of $800 had accrued upon said stock, and was in the hands of the corporation, and upon demand by J. M. Hodgson the corporation refused to pay the same to him, although he was the equitable transferee of the two shares of stock. The corporation likewise refused to recognize J. M. Hodgson as the owner of the stock, to issue to him a new certificate of stock, and to accord to him the rights and privileges of a stockholder in the corporation. Alleging the foregoing, J. M. Hodgson filed an equitable petition in Clarke superior court, against the corporation, its president, its secretary and treasurer and general manager, and also Clarke county, Jackson (the sheriff), George T. Hodgson, who was alleged to be at that time a resident of Clarke county, and St. Elmo Massengale. He prayed that the corporation be required to accept from him the certificate to said shares of stock, and to issue to him a new certificate of stock for said shares; that he recover the accrued dividends on said stock; that he be given a judgment and decree against Massengale, George T. Hodgson and the corporation, "declaring the right, title, and interest of said stock to be in...