Sherwood v. Meadow Valley Mining Co.

50 Cal. 412

Opinion

By the Court :

In Atkins v. Gamble (42 Cal. 99), we held that certificates of stock in a corporation are not negotiable securities in a commercial sense; but are mere muniments and evidences of the holder’s title to a given share in the property and franchises of the corporation of which he is a member. We do not think it necessary to again go over the reasoning, or engage in a review of the authorities by which the conclusion is maintained. Mr. Parsons, in a note to the sixth edition of his work on Contracts (vol. 1, p. 290), after a somewhat extended citation of the authorities upon the general subject, says:

“The result would seem to be that all corporation bonds and government stocks, which pass by delivery, or indorsement with delivery, are negotiable; but that certificates of stock in a corporation are not.”

The question underwent an exhaustive consideration by the Court of Appeals of the State of New York, in the year 1856, in Mechanics’ Bank v. N. Y. and N. H. R. R. Co. (3 Kernan, 599), and the opinion of the court, delivered by Justice Comstock, contains a masterly exposition of the principles of law and a citation and comparison of the judicial decisions applicable to the question.

We are of opinion that upon the agreed facts of the case, the judgment of the court below was correctly entered in favor of the defendants Judgment affirmed.