Wallach v. Stein

• Decision Date: 31 January 1927
• Docket Number: No. 108.,108.
• Parties: WALLACH v. STEIN.
• Court: New Jersey Supreme Court

136 A. 209

WALLACH

v. STEIN.

No. 108.

Court of Errors and Appeals of New Jersey.

Jan. 31, 1927.

(Syllabus by the Court.)

Appeal from Supreme Court.

Action by Sol J. Wallach against Louis Stein. From an adverse judgment (133 A. 81), plaintiff appeals. Affirmed.

See, also, 133 A. 396.

William M. Atkinson, of Hoboken (David Bobker and Harry Unger, both of Newark, of counsel), for appellant.

Philip J. Schotland, of Newark, for respondent.

LLOYD, J. On the question presented to the Supreme Court in this case, viz., the applicability of the Uniform Stock Transfer Act of 1916 (P. L. 398, C. S. Cum. Supp. 690) to a sale of shares of stock in a corporation upon execution, we agree with the conclusion reached by that court and with the reasoning upon which that conclusion is based.

Appellant, however, seeks to raise in this court the constitutionality of section 13 of the act there construed and applied contending that it is without the purview of the title and thus runs counter to paragraph 4 of section 7 of article 4 of the state Constitution, which requires that:

"Every law shall embrace but one object, and that shall be expressed in the title."

We might well decline, under the settled practice here, to consider the question. In view, however, of the importance of the act and the fact that the Supreme Court has itself twice adverted to the possible unconstitutionality of this section (see opinion below and Mulock v. Ulizio, 131 A. 622), it may well be that this is one of those exceptional eases in which public policy requires that the question should be put at rest by authoritative declaration of this court, involving as it does the validity in part of a statute of wide application and of general interest. McMichael v. Horay, 90 N. J. Law, 142, 100 A. 205; Franklin v. Millville, 98 N. J. Law, 262, 119 A. 29. We therefore proceed to examine it.

The section involved reads:

"No attachment or levy upon shares of stock for which a certificate is outstanding shall be valid until such certificate be actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by the holder be enjoined."

The act is one of a number recommended by the American Bar Association to the various state Legislatures, and upon such sponsor it was adopted by our own Legislature. As its title indicates, its purpose is "to make uniform the law of transfer of shares of stock in corporations," and, as we think, to cover the range of titles whereby this result could be effected. Shares of stock are now possibly the most widely prevalent form of title to joint interest in property, and their certificates are to the possessor the evidence of his right. As is commonly known, millions of shares are transferred daily from one owner to another, and in the stock exchanges of the country comprise perhaps the major part of their transactions. On small pieces of paper are written the evidence of fortunes. It is therefore of great importance that these titles should rest upon a sure foundation. It is to safeguard these that the act was passed, and, as declared in section 19, to make uniform the law of transfer with that of other states enacting it.

There are many ways by which stock ownership may pass from one person to another. It may pass by assignment direct, by sale on execution, by judicial sale under decree of court or by decree direct, and, perhaps, by other methods. Appellant...