Jackins v. Queen Oil Co.

WILBUR, J.

In this action the plaintiff seeks to establish her title to forty thousand shares of the capital stock of the defendant corporation, evidenced by certificates Nos. 46 and 47. Her claim is based upon the transfer from her husband, Harry Jackins, as security for the repayment to her of a loan of three thousand five hundred dollars which was made March 26, 1918, but was never made on the books of the defendant corporation. On April 19, 1918, appellant Frank P. Bacon levied an attachment on such stock in an action against Harry Jackins. On July 15th a judgment was entered, and on July 25th an execution was levied, in that action, and on September 18, 1918, the stock was sold at sheriff’s sale and purchased by appellant Bacon for the sum of five hundred dollars, which was credited on the aforesaid judgment. It is conceded that neither the levy of the attachment nor of the execution is good as against the prior assignment of the stock to the pledgee, but the appellants claim that the transfer to the plaintiff is invalid as to appellant Bacon, who is a

Iona fide

purchaser for value and without notice at the sheriff’s sale, as the transfer to respondent was never entered on the corporation books (Civ. Code, sec. 324). The trial court, however, found that the defendant Bacon had notice of the prior assignment to the plaintiff as security before he purchased at the sale, and the question here is whether this finding is supported by the evidence. It is not claimed by respondent that the appellant Bacon had personal knowledge or notice of the previous assignment in pledge. So far as the question of notice is concerned, the case turns upon the knowledge of W. N. Hamaker, who, it is claimed by respondent, was Bacon’s agent. It appears that Hamaker was the secretary of the defendant corporation and that Harry Jackins had applied to him to have the stock transferred to the name of the pledgee in 1911, when he first secured a loan of three thousand dollars from her and transferred the stock certificates to her in pledge —and had several times thereafter made a similar request, particularly when the new stock certificates were issued on the twenty-sixth day of March, 1918, and were on.that day assigned by Harry Jackins to his wife. That Hamaker was

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fully informed as to the pledge to respondent is not disputed. Appellants’ contention, however, is that this knowledge was not secured by Mr. Hamaker in his capacity as agent for Bacon, or in connection with Bacon’s purchase of the stock, and that, therefore, his knowledge was not properly chargeable to defendant Bacon.