Tisch v. Citizens Nat. Bank

WASHBURN, J.

Epitomized Opinion

Tisch brought an action to replevin a certain certificate of stock claimed to have been owned by her and which was in the possession of the bank as collateral security for a loan of money, which was used to pay to the company issuing same a large part of the purchase price of said stock. A jury was waived and the lower court found in favor of the bank. Tisch was the owner of 140 banker’s shares of stock. She negotiated with an agent of the bank whereby the agent agreed to accept the 140 shares of banker’s stock for 14 shares of common stock. She delivered her stock certificate with power of attorney attached, to said agent. The agent sent in an order for 14 shares to be issued in her name, not as an exchange, but as a purchase, which order was not accompanied by the purchase price of said stock nor by said banker’s shares. Later the agent took Tisch’s stock certificate to a bank and obtained a loan thereon, the proceeds of which loan were sent by the bank directly to the company in question in part payment of the stock so issued. The plaintiff claimed that she had only authorized the agent to sell the stock and to use the money to purchase the common stock. Affirming the judgment, the court of appeals held:

1. When stock certificates are endorsed in blank and delivered or are delivered together with a separate document, duly signed, containing a written assignment of the certificate or power of attorney to sell, assign or transfer the same, and in pursuance of such authority they are transferred, a purchaser or pledgee for value in good faith, without notice of any facts making the transfer wrongful, they are effectual to pass title, although the original delivery was procured by fraud, duress or mistake.

Attorneys—W. J. Mougey and Wm. B. Quinn for Tisch; A. D. Metz, for Citizens National Bank of Wooster, Ohio.

2. If the signature of Tisch was on the back of the certificate and she merely signed in blank the power of attorney printed thereon, there would be no question but that under these statutes the title of the bank as pledgee would be good as against Tisch.

3. As the certificate in question was never delivered to the plaintiff, she could not replevy it as she never acquired title to the same.