Marlborough Manufacturing Co. v. Smith

Supreme Court of Connecticut

Marlborough Manufacturing Co. v. Smith

2 Conn. 579

CourtSupreme Court of Connecticut

DecidedNovember 15, 1818

StatusPublished

Cited by27 cases

This text of 2 Conn. 579 (Marlborough Manufacturing Co. v. Smith) is published on Counsel Stack Legal Research, covering Supreme Court of Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Marlborough Manufacturing Co. v. Smith, 2 Conn. 579 (Colo. 1818).

Pincite

Opinion

Swift, Ch. J.

The act incorporating the Marlborough Manufac tu ring Company, provides, that the shares of the stockholders may be transferred on the books of the company, in such manner as the directors may prescribe. The by-law provides, that transfers of stock shall be made, by assignment, in the treasurer’s book, either in person, or by authorized attorney, on surrender of the certificate granted for the stock, and a new certificate being granted by the treasurer. Though the form of the assignment, is not pointed out, yet the by-law, on its fair construction, requires, that there must be a written assignment on the treasurer’s book, subscribed by the assignor, or his authorized attorney, to constitute a transfer of the stock. In this case, no such assignment is made on the treasurer’s book, but merely an entry of credit to the defendant, of the share in question. This is no compliance with the by-law, and does not transfer the share to the defendant so as to constitute him a member of the company. Whether such acts were done by the directors as would have given the defendant a claim on the company for the dividends of the share, if the business liad been profitable, is a very different question, not necessary to be decided.

The directors had the management of the concerns of the company j but this did not enable them to apply to the legislature for an increase of their powers. Such application could be made by the authority of the company only. The [584]*584resolve of the Assembly, giving power to the company to assess the stockholders, was void, because the application was made by the directors only, without any authority from the company.

But if the power had been given to the company, it could only have been exercised by the stockholders at a proper meeting. As the assessment in question was made by the directors, without any authority from the company, it is void.

The other Judges were of the same opinion, except that Tbiimbcii and Chapman, Js. declined any decision as to the validity of the additional resolve.

New trial not to be granted.

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Swift, Ch. J.

The act incorporating the Marlborough Manufac tu ring Company, provides, that the shares of the stockholders may be transferred on the books of the company, in such manner as the directors may prescribe. The by-law provides, that transfers of stock shall be made, by assignment, in the treasurer’s book, either in person, or by authorized attorney, on surrender of the certificate granted for the stock, and a new certificate being granted by the treasurer. Though the form of the assignment, is not pointed out, yet the by-law, on its fair construction, requires, that there must be a written assignment on the treasurer’s book, subscribed by the assignor, or his authorized attorney, to constitute a transfer of the stock. In this case, no such assignment is made on the treasurer’s book, but merely an entry of credit to the defendant, of the share in question. This is no compliance with the by-law, and does not transfer the share to the defendant so as to constitute him a member of the company. Whether such acts were done by the directors as would have given the defendant a claim on the company for the dividends of the share, if the business liad been profitable, is a very different question, not necessary to be decided.

The directors had the management of the concerns of the company j but this did not enable them to apply to the legislature for an increase of their powers. Such application could be made by the authority of the company only. The [584]*584resolve of the Assembly, giving power to the company to assess the stockholders, was void, because the application was made by the directors only, without any authority from the company.

But if the power had been given to the company, it could only have been exercised by the stockholders at a proper meeting. As the assessment in question was made by the directors, without any authority from the company, it is void.

The other Judges were of the same opinion, except that Tbiimbcii and Chapman, Js. declined any decision as to the validity of the additional resolve.

New trial not to be granted.

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Bluebook (online)

2 Conn. 579, Counsel Stack Legal Research, https://law.counselstack.com/opinion/marlborough-manufacturing-co-v-smith-conn-1818.

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