Krouse v. Woodward

Temple, J. This action was brought to recover from appellant twenty shares of stock in the defendant corporation. Plaintiff avers ownership of the stock on the twenty-fifth day of August, 1893, represented by certificate No. 7, then issued to him, and that he still owns the same; that the stock is of uncertain value; that the stock of said company has no known or fixed market value, and that plaintiff purchased said stock with a view of retaining the same for purposes of profit, investment, and speculation; that he became indebted to Woodward in the sum of four hundred dollars, for which sum Woodward held his promissory note; that he delivered to said Woodward said certificate as a pledge to secure the payment of said note; that afterward, on January 9, 1894, the note being due, he tendered to Woodward the amount due on said note, and demanded the return of the stock and of said note, both of which demands Woodward refused to comply with; that seven days afterward Woodward pretended to sell said stock to defendant Alexander. Said pretended sale was without consideration, and was made to deprive plaintiff of his stock; that Alexander had full knowledge of plaintiff’s rights, and that the certificate was held by Woodward as a pledge.

It was also charged that Woodward now owns and holds more than twenty shares of the capital stock of the corporate defendant; that said Woodward threatens to sell all of his stock, and, unless enjoined, will do so.

The tender of the money to Woodward was kept good-, and plaintiff asked that plaintiff be declared the owner of certificate No. 7, and of said stock, and that said certificate be delivered to him, or, in case this cannot be done, that he recover twenty shares of the same stock now owned by Woodward.

[641]Answers were put in by the defendants, in which practically all the allegations of the complaint were denied. The court found the allegations of the complaint stated above to be true, except that the court found that Alexander purchased the stock from Woodward in good faith, and for a valuable consideration, to wit, for foun hundred and fifty dollars, then paid by him. The court, also found that Woodward, although not owning the certificate of stock, was by the act of the plaintiff clothedi with the apparent ownership, and, inasmuch as Alex--, ander purchased without knowledge of the infirmity of Woodward’s title, he acquired a good title.

The court by its decree required Woodward to convey to plaintiff twenty shares of the stock which he owned and held in the same corporation, in lieu of plaintiff’s stock which he had wrongfully sold to defendant Alexander. From this judgment the defendant Woodward brings this appeal upon the judgment-roll alone.