Rowell v. Fincher

AcEpnENS, J.

1. A sale of corporate stock by one stockholder to another is not complete without a delivery of the stock-certificate, unless by agreement the delivery is dispensed with. Civil Code (1910), § 4125; 14 C. J. 701.

2. Whether or not an interest in a partnership can be represented by a stock-certificate, yet where a suit is instituted to recover the purchase price of the plaintiff’s interest in a certain named partnership, which it is alleged is “represented by two shares of stock,” the purchaser may, in the absence of any proof that by agreement the delivery of the stock-certificate was dispensed with, successfully defend against the suit upon tlie ground that the stock was never delivered.

.3. Where such defense was pleaded and there was evidence to the effect that the stock has never been delivered, and there was no evidence that delivery had by agreement been dispensed with, it was error for the court to fail to submit this defense to the jury.

Decided February 24, 1925. M. J. Head, Walter Matthews, for plaintiffs in error. Edwards & Edwards, contra.

Judgment reversed,

Jenkins, P. J., and Bell, J., eoneur.