Machinists' National Bank v. Field , 126 Mass. 345 ( 1879 )

Gray, C. J.

This bill cannot be maintained. The sole ground on which it invokes jurisdiction in equity is that “ there are now two different parties claiming distinct rights or interests in the same stock, which cannot be justly and definitely decided in an action at law;” and the relief specifically prayed for is that Dean may surrender to the plaintiff bank the certificate of the new shares issued by it to him, and that Field and Hawes & Henshaw may be ordered either to repay to the plaintiff the money received by Hawes & Henshaw from Dean for these shares, so that the plaintiff may return that money to Dean, or else to repay the money to Dean directly.

Dean cannot be ordered to return his certificate, because he purchased the shares in good faith and for valuable consideration, and the certificate issued to him is as against the bank conclusive evidence of his title. The bank has no right to compel him rather than any other stockholder to give up his certificate and thereby assume the responsibility of its own illegal act in issuing a greater number of shares than the law authorized. Salisbury Mills v. Townsend, 109 Mass. 115, 122. Pratt v. Machinists’ Bank, 123 Mass. 110, 112. Lowry v. Commercial & Farmers’ Bank, Taney, 310, 328. In re Bahia & San Francisco Railway, L. R. 3 Q. B. 584. Holbrook v. New Jersey Zinc Co., 57 N. Y. 616. The relief specifically prayed for against Field and against Hawes & Henshaw is for Dean’s benefit, and contingent upon his being ordered to surrender his certificate, and, as he is not bound to do so, he has no claim to be repaid any money by either of the other defendants.

The general relief prayed for must be confined to the ground of jurisdiction stated in the bill; and it is quite clear that there are not two parties before the court, claiming distinct rights or interests in the same stock. Mrs. Pratt is not a party, but has obtained her rights in her former suit against the bank. The only party claiming the shares in question is Dean, whose title, as we have seen, this plaintiff cannot controvert. Hawes & Henshaw claim no title in the stock, and are protected, equally with Dean, by the certificates issued to them by the plaintiff. Field also has and claims no title in the stock, and if, by reason of his having presented to the bank the forged power of attorney upon which the new certificates were .issued, he is liable to the bank in any form, (of which we give no opinion,) the bank has an adequate remedy against him alone by action at law.

Bill dismissed, with costs.