2 Vide supra, § 62.

3 Cook on Stock & Stockh. § 331.

4 De Caumont v. Bogert, 36 Hun, 382.

5 Nickerson v. English (1886), 142 Mass. 267.

6 Reed v. Copeland, 50 Conn. 472. Contra, Baltimore etc. Co. v. Mali, 19 Am. & Eng. Corp. Cas. 49. That a gift of stock causa mortis may be made by mere delivery of the certificates without any written transfer, see Walsh v. Sexton, 55 Barb. 251; Alerton v. Lang, 10 Bosw. 362. Contra, in England, as to railway stock, which can be transferred only by deed: Moore v. Moore, 43 Law J. Ch. 617.

7 Delamater's Estate, 1 Whart. (Pa.) 362; Standing v. Bowning, 27 Ch. Div. 341; Deemmer v. I'itcher, 5 Sim. 35.

8 Stainland v. Willott, 3 Macn. & G. 664.

9 Eckfeld's Estate, 7 Week. Notes Cas. (Pa.) 19; Millard v. Bailey, Law R. 1 Eq. 378; Barton v. Cookе, 5 Ves. 461, and cases cited infra.

10 Jacques v. Chambers, 2 Coll. 435.

11 Webster v. Hale, 8 Ves. 410.

12 Loring v. Woodward, 41 N. H. 391. He has no title, however, of dividends declared before the testator's death, although remaining unpaid: Perry v. Maxwell, 2 Dev. Eq. 487.

13 8 Vict. ch. 16, § 18, where this is implied by the provisions for registration in such cases. Vide infra, the chapter on REGISTRATION OF TRANSFERS.

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§ 329. Transfer by contract-The quasi-negotiable nature of stock certificates.-Certificates of stock are not, strictly speaking, negotiable instruments; and it is said that " no commercial usage can give to such an instrument the attributes of negotiability. They are likened to warehouse receipts, bills of lading and other such quasi negotiable paper. While the phrase "quasi-negotiable" conveys no accurate well-defined meaning, still it describes better than any other brief expression, the nature of those instruments which, although not negotiable in the sense of the law merchant, are so framed and so dealt with that they frequently convey as good a title to the transferree as if they were negotiable.' Certificates of stock indorsed in blank with an irrevocable power of attorney to register the transfer, approach as nearly the char

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acter of negotiable paper as the nature of the property will admit, title thereto passing from one to another by mere delivery; and any purchaser may fill the blanks and demand of the company that new certificates be issued in his name. 6

1 Cecil National Bank v. Watsontown, 105 U. S. 17; Pollard v. Vinton, 105 U. S. 5; Weaver v. Barden, 49 N. Y. 286, 288; Me Neil v. Tenth National Bank, 46 N. Y. 325; Mechanics' Bank v. New York etc. R. R. Co. 13 N. Y. 599, 627; Loeb v. Peters, 63 Ala. 243; Tiedman v. Knox, 53 Md. 612; Sewall v. Boston etc. Co. 86 Mass. 277; Barstow v. Savage etc. Co. 64 Cal. 391; Weyer v. Second National Bank, 57 Ind. 198, 203; Mandlebaum v. North American etc. Co. 4 Mich. 465, 473; Emery's Sons v Irving National Bank, 25 Ohio St. 360.

2 Shaw v. Spencer, 100 Mass. 382; Sherwood v. Meadow Valley etc. Co. 50 Cal. 417.

3 Johnson v. Lafflin, 103 U. S. 800; Shaw v. Railroad Co. 101 U. S. 504; McAllister v. Kuhn, 96 U. S. 89; Lanier v. Bank, 11 Wall, 369; Black v Zacharie, 3 How 483; Hubbell v. Drexel, 11 Fed. Rep. 115; Weaver v. Barden, 49 N. Y. 286; McNeil v. Tenth National Bank, 46 N. Ý. 325; New York etc. R. R. Co. v. Schuyler, 34 N. Y. 30; Mechanics' Bank v. New York etę. R. R. Co. 13 N. Y. 599; First National Bank v. Bryce, 78 Kv. 42; Ross v South Western R. R. Co. 53 Ga. 514; Duke v. Cahawba etc. Co. 10 Ala. 82; State v. North Louisiana R. R. Co. 34 La. An. 947; Smith v. Crescent City Co. 34 La. An. 1378: Strange v. Houston etc. R. R. Co. 53 Tex. 162; Stollenwerck v. Thatcher, 115 Mass. 224; Shaw v. Spencer, 100 Mass. 382; Prail v. Tilt, 27 N. J. Eq. 393; Broadway Bank v. McElrath, 13 N. J. Eq. 24; First National Bank v. Northern R. R. Co. 53 N. H. 203; Campbell y. Morgan, 4 Bradw. 100; Wood's Appeal, 92 Pa. St. 379; Finney's Appeal, 59 Pa. St 598; Burton v. Patterson 12 Phila. 397; Conant v. Seneca County Bank, 1 Ohio St. 298.

4 Daniel on Negotiable Instruments, § 1708.

5 Lanier v. Bank, 11 Wall. 369, 377; Leitch v. Wells, 48 N. Y. 585, 613; McNeil v. Tenth National Bank, 46 N. Y. 325; Duke v. Cahawba etc. Co. 10 Ala. 82; 44 Am. Dec. 472; Tome v. Parkersburg R. R. Co. 39 Md. 36; Bridgeport Bank v. New York etc. R. R. Co. 30 Conu. 231, 275; Wood's Appeal, 92 Pa. St. 379; Wood's Railway Law, § 95.

6 Commercial Bank v. Kortright, 22 Wend. 348; Dunn v. Commercial Bank, 11 Barb. 580; Bridgeport Bank v. New York etc. R. R. Co. 30 Conn. 231.

§ 330. The rights of a bona-fide purchaser, founded in estoppel.-A bona-fide purchaser for value, receiving certificates of stock properly indorsed in blank, without notice that his vendor is acting as agent, takes the stock free from any equities subsisting between the agent and his principal, The owner of the stock by indorsing it in blank

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thereby makes a representation that it will pass with a good title to any one on his taking it in good faith and for value, and having put it in the power of his agent to hand over the certificates with this representation to those who, relying upon it, are thereby induced to alter their position,' he will be estopped from repudiating the sale. It appears there ore that the rights of the bona-fide holder of certificates of stock as against the true owner of the stock itself, to whom the apparent owner has either sold or pledged it, do not depend upon a negotiable character in the certificates, but rest upon the principle of estoppel-that the true owner having conferred upon another by a written transfer all the indicia of ownership, is estopped to assert title to it as against a third person, who has in good faith chased it for value from the apparent owner.3 It is true that simply intrusting the possession of a chattel to another as a depositary, pledgee, or other bailee, is insufficient to prevent the real owner reclaiming his property in case of an unauthorized disposition of it by the person thus intrusted with its possession; for he can convey no greater right or title thereto than has been conferred upon him by the real owner; but if the owner intrusts not only the possession, but also written evidence of title and power of disposition over it, he is deemed as intending that it shall be disposed of at the pleasure of the depositary, so far at least as respects innocent third persons having no notice of the real intention.5 And the rights of the purchaser do not depend upon the actual title or authority of the party with whom he deals directly, but are derived from the acts of the real owner, by which the latter is pre

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cluded from disputing, as against the innocent purchaser, the existence of the title, or power to convey, which, through neg igence or mistaken confidence, he caused or allowed to be vested in the party making the conveyance. To such an extent, says the leading authority on this subject,' has the law of estoppel been applied to protect a bona-fide purchaser of stock, that he is protected now in almost every instance where he would be in the purchase of a promissory note or other negotiable instrument. "The courts are steadily extending the application of the law of estoppel herein, and in the course of time it is possible that certificates of stock may become more negotiable than negotiable instruments themselves.'

1 Rumball v. Metropolitan Bank, 2 Q. B. 194.

2 McNeil v. Tenth National Bank, 46 N. Y. 325; Honold v. Meyer, 36 La. An. 585; Strange v. Houston etc. R. R. Co. 53 Tex. 162; Dovey's Appeal, 97 Pa. St. 153. Cf. State Bank v. Cox, 11 Rich. Eq. 344; Gulick v. Markham, 6 Daly, 129; Linnard's Appeal (Pa. 1886), 6 East Rep. 877; West etc. Co's Appeal, 81 Pa. St. 19; Otis v. Gardner, 105 Ill. 436; Martin v. Sedgwick, 9 Beav. 333; Taylor on Corporations, § 795. Contra, Taylor v Great etc. R'y Co. 4 De Gex & J. 559, holding that stock cannot be validly transferred by indorsement in blank; Donaldson v. Gellet, Law R. 3 Eq. 274. And conversely, it follows, of course that one not purchasing in good faith does so at his peril: Taimage v. Third Na onal Bank, 91 N. Y. 531; Weaver v. Borden, 49 N. Y. 286; Crocker v. Crocker, 31 N. Y. 507. In Moodie v. Seventh National Bank, 3 Week. Notes Cas. (Pa.) 118, it was held that if payment be partly made by setting off an antecedent debt, the vendee loses to that extent his position as bona-fide purchaser. Cf. Dovey's Appeal, 97 Pa. St. 153.

3 Wood's Appeal, 92 Pa. St. 379, 390. Acc. Matthews v. Massachusetts National Bank, 1 Holmes, 396; Moore v. Metropolitan National Bank, 55 N. Y. 41, 47; Fatman v. Lobach, 1 Duer, 354; Mount Holly etc. Co. v. Ferrie, 17 N. J. Eq. 117; Moodie v. Seventh National Bank, 3 Week. Notes Cas. (Pa.) 118; Walker v. Detroit Transit R'y Co. 47 Mich. 338, 347; Rumball v. Metropolitan Bank, 2 Q. B. 194; Ex parte Sargent,,Law R. 17 Eq. 273. Cf. Briggs v. Massey, 42 Law T. 49; Taylor on Corporations, § 795. 4 Wood's Appeal, 92 Pa. St. 379, 390.

5 Wood's Appeal, 92 Pa. St. 379, 390.

6 McNeil v. Tenth National Bank, 46 N. Y. 325, 329.

7 Cook on Stock & Stockh. § 416.

8 Cook on Stock & Stockh. § 416.

§ 331. Of the competency of the parties to a contract for the sale of stock.

The purchase by

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railway companies of stock in other corporations has been considered in a preceding chapter.' It may be said here, however, that the law regards such transactions unfavorably; and under certain circumstances an injunction will issue to restrain one corporation from obtaining control over another by purchasing the stock of the latter. As a general rule it may be said that any natural person capable of concluding an ordinary contract is competent to buy and sell shares of stock.3 A purchase of shares of stock made by an infant is not absolutely void, but voidable only. Accordingly, if it be not repudiated by him before attaining majority, or within a reasonable time thereafter, he will be bound by his contract to his vendor, and will be subject to all the liabilities of a stockholder. But a company will not be compelled to register a transfer to an infant based upon contract." Shares of stock may be transferred to a pauper, and if there be no secret trust or reservation, the company may be compelled to permit registration to be made. The capacity of a married woman to take, hold and transfer shares of stock is governed by the law of her domieil. Under the English Married Woman's Property Act of 1870, a married woman may, with the consent of her husband, purchase or take paid-up shares of stock, or stock upon which no liability is incurred;1o and the company is bound to register them in her name, unless it can show a flaw in her title." But if the shares be purchased or taken without her husband's consent, he may obtain an order of court requiring them to be turned over to himself.12 Under this statute, however, a married woman cannot transfer

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