Siegel v. Riverside Box & Lumber Co.

• Decision Date: 20 November 1916
• Docket Number: No. 48.,48.
• Citation: 89 N.J.Law 595,99 A. 407
• Parties: SIEGEL v. RIVERSIDE BOX & LUMBER CO. et al.
• Court: New Jersey Supreme Court

99 A. 407

89 N.J.Law 595

SIEGEL

v. RIVERSIDE BOX & LUMBER CO. et al.

No. 48.

Court of Errors and Appeals of New Jersey.

Nov. 20, 1916.

(Syllabus by the Court.)

Appeal from Circuit Court, Essex County.

Action by George Siegel against the Riverside Box & Lumber Company and others.

From a judgment for plaintiff, defendants appeal. Reversed and remitted for venire de novo.

Charles B. Clancy, of Newark, for appellants. Samuel I. Kessler and William L. Brunyate, both of Newark, for appellee.

SWAYZE, J. The plaintiff sues for the refusal to register a transfer of stock. On the face of the certificate he was entitled to have the transfer registered. The questions that may arise as to the equitable title to the stock or as to the right to have it canceled are not important in the present action. Siegel was entitled to have the transfer registered on the company's books. It is settled that for a wrongful refusal to register a transfer, the transferee may maintain an action for damages against the corporation. It was because such an action, ordinarily at least, affords an adequate remedy that a mandamus was refused in Galbraith v. Building Association, 43 N. J. Law, 389. The only question we need consider is the view taken by the trial judge of the measure of damages. He directed a verdict for the par value of the stock, with interest from the date of the refusal to transfer, without evidence as to its actual value. This was error. There was evidence in the case that the stock had been originally issued without being in fact fully paid; that the corporation had not been prosperous, and was conducted at a loss. The rule of damages in cases of this kind depends on the nature of the action. If the plaintiff claims special damages only and seeks to retain the stock, it would obviously be wrong to allow him to recover the value of the stock and retain the title too. If, however, the plaintiff claims for a conversion of the stock, so that upon payment of a judgment in the action the title would pass to the judgment debtor (2 Kent Comm. 388 [12th Ed., note 1], Singer Manufacturing Company v. Skillman, 52 N. J. Law, 263, 19 Atl. 200; Bauer v. Hess, 76 N. J. Law, 257, 69 Atl. 966), he may recover its value. The rule to that effect is settled; the only difference between the courts of different jurisdictions is whether the value at the time of the alleged conversion should be taken, or the value at the time of trial, or the highest intermediate value. Cases are collected in 2 Sedgwick on Damages (8th Ed.) § 519, and later cases in the note to Dooley v....