his own property, if he has no patent or copyright to protect him; for if he discloses the idea or secret to another even in confidence, without contract to guard it or an agreement for recompense, such a party is entitled to use it for his own benefit without rewarding him.1 It is otherwise, however, where the other party obtains knowledge by some fraud or breach of trust or of contract, for to this extent the owner of the original idea or secret is protected.2 § 65. Insurance Policies. Debts arising under contracts to insure, effected by means of what are called policies of insurance, are in the nature of debts payable on contingencies; and these are to be classed among incorporeal chattels personal. Insurance may be defined as a contract, by which, in consideration of a certain sum, one party agrees to indemnify another against risks incurred in a certain manner, during a specified period. The usual kinds of insurance are, first, insurance on lives; second, insurance against loss by fire; third, marine insurance, or insurance on risks incurred in navigation; and there are other kinds, such as accident and fidelity insurance.3 § 66. Annuities, Pensions, Salaries, etc.- Personal annuities, or annual payments of money, not charged on real estate, are likewise a species of incorporeal personal chattel. The law of personal annuities is so closely allied to that of life insurance, at the present day, that it is difficult to separate them in legal principle. Pensions, or those stated money allowances which government grants to an individual, or his representatives, in consideration of valuable public services rendered by him to the country; also salaries (a term usually applied to the recompense paid a public officer for the performance of his public duties); these are all to be classed under the same general head, being "money rights" of an incorporeal character.4 1 Morison v. Moat, 9 Hare, 241, 263; Bristol v. Equitable Society, 132 N. Y. 264; Chadwick v. Covell, 151 Mass. 190. 2 Ib. 8 See Bouv. Dict. "Insurance;" Wms. Pers. Prop. 5th Eng. ed. 159; chapter post, on the various kinds of Insurance. 4 See Bouv. Dict. "Annuity;" § 67. Incorporeal Personal Chattel; Right to be distinguished from Evidence of Right. -We are already getting beyond the term chose in action or the "right-to-sue" theory, and coming upon the more truly debatable ground of incorporeal personal property. Let us, then, take care not to confound our "money right" or right of action to obtain money, with the instrument which evinces the possession of that right. Thus the right to recover money under a contract, the debt, claim, or demand, is one thing; but the contract itself is another, and evidence, rather, of the right. One may have a pension claim, though not a pension certificate. A patentright may exist before the letters-patent are issued. And while there may be a debt due under an insurance policy, this is to be distinguished from the insurance policy or contract itself. To preserve such distinctions is not always easy, especially where the right and the instrument are closely blended in legal consideration, as in these last instances; and one finds himself strongly tempted to consider patent and insurance rights as corporeal property, mistaking the instrument the letters-patent, or the insurance policy - which may be seen and touched, for the right which is and must be invisible and intangible. § 68. Stocks and Shares. — The necessity of the distinction becomes more apparent when we come to consider the subject of stock, upon whose nature the courts to-day speak somewhat doubtfully. Said Lord Chief Baron Richards, of England, in King v. Capper,1 in the year 1817: "Now it is certainly not easy to define precisely the meaning of 'stock.' It is not an ancient subject of property nor known to the common law. It is, however, a hereditament." And further he adds that stock is to be considered "a chose in action, or in the nature of a chose in action. It is not a thing tangible of which you can take corporeal possession."2 And Chief Justice Shaw, of Massachusetts, observed later of bank shares, which are "Pensions; ""Salary;" Wms. Pers. Prop. 5th Eng. ed. 180. See chapter post, as to Annuities, &c. a species of stock: "If a 15 Price, 217, 262. And see Wildman v. Wildman, 9 Ves. 177. 2 King v. Capper, ib. share in a bank is not a chose in action, it is in the nature of a chose in action, and, what is more to the purpose, it is personal property." 1 "1 Again, in a later Pennsylvania case the same question will be found fully discussed by Judge Rogers, who, after referring to what Kent 2 has included under the title of "things in action," proceeds to say that "bank shares would seem to be included in that class, as they merely entitle the holder to receive on demand a proportion of the profits or earnings of the bank, and never in this country have been considered other than chattels."3 And Judge Comstock, of New York, considers that certificates of stock are not securities for money in any sense, much less negotiable securities; that they are simply the muniments and evidence of the holder's title to a given share in the property and franchises, of which he is a member. The reader will thus perceive that the courts are rapidly outgrowing this chose in action doctrine, now that new and peculiar kinds of personal property have lately come into use; while they intimate plainly enough, what we undertake to assert, that shares in stock, notwithstanding the visible and tangible certificates which are sold in the market, and represent them, constitute a sort of "money right," and are an incorporeal, not corporeal, species of property. The dividend of the stock is incorporeal as well as the stock itself.5 In England, shares in companies acting exclusively on land, as canal and turnpike companies, were at first sometimes treated as real estate; but in the great majority of cases, and in all the modern charters and acts. of incorporation, shares in joint-stock corporations are made 1 Hutchins v. State Bank, 12 Met. 421. 2 2 Kent Com. 351. The statement of Chancellor Kent in question should be qualified, considering the later developments of the law of personal property. 3 Slaymaker v. Gettysburg Bank, 10 Penn. St. 373. And see further, Union Bank of Tennessee v. State, 9 Yerg. 490. In the text of Angell and Ames on Corp. § 560, there is an inaccurate use of the word " chattels." The writer says: "Shares in jointstock companies are not, strictly speaking, chattels ;" but the context shows that he meant only corporeal chattels. 4 Mechanics' Bank v. New York R. R. Co., 3 Kern. 627. 5 Slaymaker v. Gettysburg Bank, 10 Penn. St. 373. in that country, what they have been almost universally regarded in the United States, personal property, or chattels. This, of course, is a matter regulated by general or special legislation, since corporations which issue stock are the creature of statute or charter.1 One especial difficulty, in regarding the nature of stock, arises from the fact that stock certificates express some certain money value on their face. Unlike letters-patent, which represent an uncertain value, and insurance policies, where the liability indicated is purely contingent or remote, certificates of stock are the evidence of a definite fraction of a definite and existing debt; and if the corporation issuing these certificates be well conducted, the certificates will have a market value so precise as might readily mislead one into the belief, in recent days of paper money, that they are themselves money or securities for money; though the par value and market or actual value of the shares may be by no means synonymous. § 69. Bills and Notes, Checks, etc. - - Now let us look a little further into this subject of incorporeal chattels personal. Every "money right" is a money right only while the obligation to pay lasts. But if a debt be paid in money (the legal tender for debts), this debt is extinguished, and the creditor has no longer an incorporeal chattel personal of the nature of a money right, but, in its stead, a corporeal chattel personal; that is, the money which was paid in satisfaction. And so with any claim or demand. And so long as the right of action to recover a debt, claim, or demand which the law gives a person is without visible or tangible instrument, by way of evidence of its amount, we find no difficulty in calling the debt, claim, or demand, an incorporeal chattel. But it is otherwise when some written certificate, which acknowledges an indebtedness, floats about seeking purchasers in the money market. Thus, if A. owes me a thousand dollars, I have in the money right an incorporeal 1 See Wms. Pers. Prop. 6, 199; 2 Kent Com. 340 n.; post, chapter on Stock; 11 Phila. 609; Tregear v. chattel personal. If he pays me in money one thousand dollars, the incorporeal chattel is gone, and I have a corporeal personal chattel-namely, one thousand dollars cash in its place. But supposing A. makes out his note for one thousand dollars, payable on demand instead, and hands it to me, what kind of a chattel is this note? His mercantile standing may be so good that I could hand the note to a third person and receive one thousand dollars upon it; and I may regard it as in every respect the equivalent of money. But it is not money. The instrument is but evidence of an indebtedness which A. must eventually pay off, as in the other case, in money. The note may be visible and tangible; but the money right which it represents still continues incorporeal as before. Being misled by the negotiable quality of bills and promissory notes, whereby they passed current very much like money, the courts were formerly inclined to treat them as choses in possession, or corporeal property; but the later authorities more correctly hold that they are "in the nature of choses in action;" which means, that they are incorporeal chattels personal.1 Bank checks are properly referred to the same class.2 § 70. Bonds and Other Instruments for the Payment of Money. Individual bonds for the payment of money, with or without security, have long been known in our law. Government and corporation loans furthermore have become an important subject for investment in these latter days; and not only does the federal or State government issue its bonds or certificates of debt bearing interest, to tempt the capitalist, but similar issues are frequently authorized by law in the case of public and private corporations. Thus, there are county and city bonds, railroad bonds, State bonds, and United States bonds, all offering good rates of interest, to be 1 Gaters v. Maddeley, 6 M. & W. 423; Nash v. Nash, 2 Madd. 133; Richards v. Richards, 2 B. & Ad. 447; Scarpellini v. Acheson, 7 Q. B. 864; Phelps v. Phelps, 20 Pick. 556. See post, chapter on Bills and Notes. 2 See 1 Pars. Bills and Notes, 87, and cases cited; Wms. Pers. Prop. 5th Eng. ed. 5, 79. |