Anderson v. Philadelphia Warehouse Co.

Butler, D. J.,

{orally.) The authorities upon the question raised by this case-may be divided into three classes: First, where the pledgee of stock has taken a transfer of the stock directly to himself, and has had such transfer registered on the books of the corporation. It has been held that in such case the pledgee is liable for assessments. Second, where the pledgee has sought to relieve himself by making a transfer of the stock to an irresponsible third person. In such case he is liable. Third, where no transfer is made to the pledgee, and his name is not registered as owner, but the owner of the stock puts it into the hands of a third person to hold for the benefit of the pledgor and pledgee. In such case the pledgee has never been held responsible.

When we looked at this case, our first thought was that wo must enter judgment for the plaintiff, for we were impressed with the belief that there was a transfer of the stock to the defendants, and that it was actually, or virtually, registered in the latter’s name. But upon examining the evidence we were convinced that this was a mistake; for, while it would seem from the record that it was submitted to the jury whether the transfer to Mr. Henry was with the consent of the defendants, and therefore a transfer to thorn, it really never was so submitted. The position taken by the parties on the trial was that the question was one of law.

The plaintiff asked the court to chargo that as matter of law the plaintiff was entitled to recover; while the defendants asked for a charge that upon all the evidence they were entitled to recover. It is evident that there was a question of fact for the jury, viz., whether the defendants consented to become share-holders, and whether the transfer to their president was with the understanding that it should be a transfer to them, or was subsequently recognized by them as such a transfer. There was evidence on both sides of this question, and the motion for a new trial must', therefore, be granted.

McKeNNAN, C. J.,

(orally.) There is but one question in this case. We both agree that the mere holding of this stock by the warehouse company, as pledgee, would not render them liable to assessment under the act of congress unless there was an agreement that the transfer to the president should be a transfer to them, or unless they recognized such transfer as a transfer to them. Tho only question is whether the company is a registered share-holder. The name of Mr. Henry appears on the corporation books. Whether the warehouse company is a share-holder depends upon the authority given to him by the company. There was evidence on both sides, and the question is one of fact for the jury.