Merriam v. Boston, Clinton &Amp; Fitchburg Railroad Company

• Decision Date: 25 March 1875
• Citation: 117 Mass. 241
• Court: United States State Supreme Judicial Court of Massachusetts Supreme Court
• Parties: Laura S. Merriam v. Boston, Clinton & Fitchburg Railroad Company & another

117 Mass. 241

Laura S. Merriam v. Boston, Clinton & Fitchburg Railroad Company & another

Supreme Court of Massachusetts

March 25, 1875

Argued October 2, 1874 [Syllabus Material]

Worcester. Bill in equity, filed July 5, 1873, against the Boston, Clinton and Fitchburg Railroad Company and George A Torrey, to compel them to account for certain shares of the stock and bonds of the corporation and to transfer the same to the plaintiff. The case was reserved by Gray C. J., for the consideration of the full court, upon a report in substance as follows:

In October, 1867, the plaintiff was the owner of eight shares of the preferred stock and three shares of the unpreferred stock of the Fitchburg and Worcester Railroad Company, the same being her sole and separate property, and desiring to assist her son, Rufus D. Wilder, and to enable him to raise money, wrote her name upon the back of her certificates of the shares and handed him the certificates so indorsed, to be used by him for that purpose, and the stock was so used with her knowledge. On November 6, 1867, transfers of the stock to E. M. Simmonds were written, by Rufus, upon the back of said certificates, above the plaintiff's signature, in the usual form, and were taken to the office of the company and duly recorded, and new certificates for the same number of shares were issued to Simmonds, upon the surrender of the old certificates.

On April 10, 1868, Simmonds transferred the shares to John W. Carpenter. On April 28, 1868, Carpenter transferred them to Martha F. Marshall; and on March 2, 1869, Marshall transferred the shares to the defendant Torrey. Simmonds, Carpenter, Marshall and Torrey each received their respective transfers in good faith, and each paid a valuable and adequate consideration therefor, and neither of them had any knowledge of any defect in the title thereof, and in each case the transfers were in due form, were duly recorded on the books of the company, and new certificates were issued upon the surrender of the old certificates.

On June 18, 1869, the Fitchburg and Worcester Railroad Company, and the Boston, Clinton and Fitchburg Railroad Company, under authority conferred by the legislature, mutually executed and entered into by their proper officers, duly authorized, a written contract for the consolidation of the two companies, and thereupon the said companies were consolidated, as provided in the contract, and became the present Boston, Clinton and Fitchburg Railroad Company.

Shortly after the consolidation of the two companies, and in pursuance of the contract, the new corporation issued to the defendant Torrey, as the holder of said eleven shares, certificates of eleven shares of the stock of the new company, and bonds of the new company to the amount of $ 800, and the said Torrey has since been the holder of the certificates and has received interest on the bonds; but no dividends have ever been made upon the stock. During all the above transactions, the plaintiff was and has ever since been a married woman, living with her husband, Charles H. Merriam, in Leominster in said county, who never assented in writing, or otherwise, to her conveyance of the first named shares, or joined with her in the conveyance thereof, nor was the consent of any judge of the Supreme Judicial Court, Superior Court, or Probate Court ever obtained or granted to her to make such conveyance.

At the time the plaintiff signed her name on the back of the certificates, as above stated, she did not know that the consent of her husband, or of a judge of one of said courts, was necessary to authorize her to make a conveyance of said shares, and she was first informed that such consent was necessary in January, 1872, by H. F. Coggshall, who, during the above transactions, until January, 1871, was the clerk and treasurer of the present corporation, who then requested her either to buy the stock back, or to obtain her husband's consent to the original transfers. Her husband, at this time, refused to give his consent.

The certificates were indorsed by the plaintiff and given to the son without the husband's knowledge. The son received the consideration from Simmonds, and he has never repaid the same to the plaintiff. The plaintiff made demand on the defendants a short time before filing ...