Thompson v. Adams
| Decision Date | 27 January 1879 |
| Citation | 93 Pa. 55 |
| Parties | Thompson <I>versus</I> Adams et al. |
| Court | Pennsylvania Supreme Court |
Before SHARSWOOD, C. J., MERCUR, GORDON, PAXSON, WOODWARD, TRUNKEY and STERRETT, JJ.
Error to the Court of Common Pleas, No. 4, of Philadelphia county: Of January Term 1878, No. 84.
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F. Carroll Brewster, for plaintiff in error.—It is argued a lien is created by sect. 12 of the constitution, which provides, that "When a member dies his seat may be sold by the secretary, and after satisfying the claims of the members of the board, the balance shall be paid to his legal representatives." This section does not create a lien in favor of creditors in the board. The language is, that the secretary may sell. It simply permits him to make the sale with the assent of the legal representatives of the deceased member. The preceding part of the section requires a member, when he wishes to sell his seat, to submit the name of the proposed purchasers to a committee, and the transfer shall be made on the approval of two-thirds of the committee; but when death occurs, the secretary may, without reference to a committee, on the request of the representatives of the deceased member, sell the seat. It was intended to obviate the necessity of referring to a committee in the event of death.
The representative of Richards never authorized or assented to a sale of the seat. If there was no sale of the seat, this section would not create a lien; and if the secretary has no authority from the representatives of the owner to make a sale, his making one without authority will not create a lien. Has the secretary absolute power over the seat and the distribution of its proceeds? Clearly not. The seat is recognised as property in the case stated, and if the secretary has the power claimed, he becomes an Orphans' Court, with power to sell the decedent's property, and distribute the proceeds without the assent of the representatives of the deceased member.
The Orphans' Court alone has jurisdiction: Linsanbigier v. Gourley, 6 P. F. Smith 172; Hammett's Appeal, 2 Norris 392. The seat at Richards's death was free from any lien. The title at his death was, it is admitted, in plaintiff below. It follows, then, that as there was no lien upon the seat at the date of his death, and none was created by his death, and as the title was in plaintiff below, he holds it free from any claims of the creditors of Richards in the board. If they have claims, they must make them against Richards's estate.
Hyde v. Woods, 4 Otto 523, is relied on by the learned judge to sustain the judgment of the court. This was a controversy between the vendor's assignee in bankruptcy and his transferree. The assignee alleged the transfer was a preference, and therefore void. Article 15, of the constitution of the Board of San Francisco, provides "in sales of seats for account of delinquent members, the proceeds shall be applied to the benefit of the members of the board exclusive of outside creditors, unless there shall be a balance after the payment of the claim of members in full."
The owner was a delinquent, and he authorized a sale of his seat under this article. It was clearly not a preference. The learned judge said, "The question turns solely on the validity of that article of the association." The position taken was that there was no reason why the stock board should not make membership subject to the rule in question.
The present case is one where no act is done by Richards as a member, because by reason of death, his membership has been dissolved and his representatives have not directed or requested a sale. If the seat be property, as held in Hyde v. Woods, the simple by-law that the secretary may sell, cannot create a lien. Suppose he does not sell; it cannot be said a lien exists.
N. Dubois Miller and A. Sydney Biddle, for defendants in error.—It is clear, that in this form of action, there can be no recovery. The plaintiff, who claims to have been (and, in a certain sense, was as between himself and the decedent), the equitable owner of Richards's seat, brings a common-law action against whom? Not against his debtor's (Richards's) personal representatives, but against a third person whom, at best, he can only regard as a garnishee.
The creditors of the decedent, members of the board of brokers, are the...
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Garber v. BANKERS'MORTGAGE CO.
...Court of Pennsylvania had held that a membership on the Philadelphia Stock Exchange was not property that was transferable (Thompson v. Adams, 93 Pa. 55), and had also held that it could not be levied on by creditors (Pancoast v. Gowen, 93 Pa. 66). The Supreme Court held it passed to the tr......
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City of Baltimore v. Johnston
...bankrupt to transfer it was sufficient to vest it in his trustee. As that case arose in Pennsylvania, the court reviewed at length Thompson v. Adams, 93 Pa. 55, and Pancoast v. Id. 66, in both of which it was said that a seat in an exchange could not be seized under an execution. The Suprem......
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State v. McPhail (In re Personal Property Tax in St. Louis Cnty., 1912)
...the question, the membership has escaped taxation. Mayor, ect., of Baltimore v. Johnson, 96 Md. 737, 54 Atl. 646,61 L. R. A. 568;Thompson v. Adams, 93 Pa. 55;San Francisco v. Anderson, 103 Cal. 69, 36 Pac. 1034,42 Am. St. Rep. 98;People v. Feitner, 167 N. Y. 1, 60 N. E. 265,85 Am. St. Rep. ......
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Fort Worth Grain & C. Exchange v. Smith Bros. G. Co.
...349, 47 Am. Rep. 437; Weaver v. Fisher, 110 Ill. 146; Eliot v. Merchants' Exch., 14 Mo. App. 234; Pancoast v. Gowen, 93 Pa. 66; Thompson v. Adams, 93 Pa. 55. Continuing the statement, it is said: "But by the weight of authority a seat or membership upon a stock exchange is property, and sub......