The Burnsville Turnpike Company v. The State, ex rel. McCalla
| Decision Date | 05 March 1889 |
| Docket Number | 13,391 |
| Citation | 20 N.E. 421,119 Ind. 382 |
| Parties | The Burnsville Turnpike Company v. The State, ex rel. McCalla |
| Court | Indiana Supreme Court |
Petition for a Rehearing Overruled June 19, 1889.
From the Bartholomew Circuit Court.
The judgment is reversed, with costs, with directions to sustain the appellant's motion for a new trial, and for further proceedings not inconsistent with this opinion.
G. W Cooper and C. B. Cooper, for appellant.
J. C Orr, for appellee.
This was an application by the relator, McCalla, for an alternative writ of mandate to compel the appellant turnpike company, by its officers, who are made parties, to transfer four shares of the capital stock of the company, upon its books, to the relator. The case was put at issue and trial by the court, in the first instance,--the relator having demanded a jury--and a finding and judgment in favor of the company entered. This judgment was reversed upon appeal to this court, on the ground that the case was triable as a civil action at common law, and that the court below had committed error in denying the relator's motion for a jury trial. State, ex rel., v. Burnsville Turnpike Co., 97 Ind. 416.
The cause having been remanded it was afterwards tried by a jury the trial resulting in a verdict and judgment for the relator. Waiving intermediate questions, the merits of the appeal may be disposed of by considering the evidence.
It was an uncontroverted fact that the turnpike company, on the 13th day of August, 1879, issued and delivered to Mary E. Davis a stock certificate, in which it was recited that she was entitled to four shares of the capital stock of the corporation, which were transferable on the books of the company upon the surrender of the certificate. The four shares were duly entered on the books of the company, in the name of Mrs. Davis. The relator testified that he had subsequently purchased the stock absolutely from her, and had paid for it according to agreement, and that she had delivered the certificate over to him, but had refused to make an assignment of it in writing. Her claim was that the stock had been delivered to the relator in pledge, or under some conditional arrangement under which she was entitled to reclaim it. It also appeared that the relator had offered to surrender the certificate to the company at its office, and that he demanded that the stock should be transferred to his name on the books of the company. This the company refused to do. There was much other testimony relevant to the matter in issue, some of which tended to show that Mrs. Davis had sold the stock to the turnpike company after it had been delivered over to the relator. Conceding the facts to be, in every particular, as claimed by the relator, and that the attempted sale to the corporation conferred upon it no right to the stock, as against the relator, the question arises whether or not, on the case as made, mandamus will lie to compel the transfer of the stock on the books of the company. It is regarded as an open question in many jurisdictions whether mandamus is a proper remedy, in any case, to compel the officers of a corporation to execute a transfer of corporate stock. 1 Morawetz Corp., section 215. Where, by the charter or by-laws of a corporation, it is made the duty of the officers of the corporation to enter the transfer of shares in the books of the company, we can perceive no principle upon which it can be maintained that mandamus will not lie in a proper case to compel the officers to perform their duty. Accordingly it was held in Green Mount, etc., Turnpike Co. v. Bulla, 45 Ind. 1, that where stock certificates have been duly assigned the officers of the company may be compelled, upon the surrender of the certificates, to make the proper transfer. See, also, State, ex rel., v. First Nat. Bank, etc., 89 Ind. 302...
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