Williams v. Mechanics' Bank of New Haven

29 F. Cas. 1376, 5 Blatchf. 59, 1862 U.S. App. LEXIS 586

• Court: U.S. Circuit Court for the District of Southern New York
• Decided: September 22, 1862
• Status: Published

Opinion

SHIPMAN, District Judge.

No question arises, in this case, touching the validity of the proceedings on the attachment, and sale on execution, of this stock. They were all regular, and in conformity to the laws of the state of Connecticut, and the transfer of the shares to Broekway, on his presentation of the certificate, was required by law, in the absence of any other consideration. It is, however, insisted by the plaintiff, that, inasmuch as the charter of the defendants provides that the stock “shall be transferable according to such rules as may be established by the directors,” and it does not appear that the directors have established any such rules, except what may be implied from the certificate, therefore the transfer of the certificate oi>erates as a transfer of the stock. The application of the argument is, that when Corlies delivered this certificate, with the power of attorney attached, to the plaintiff. the latter became vested with the legal title to the stock, and that the defendants are bound by such transfer, whether they had any notice or not. We think this view of the matter entirely overlooks the true construction of the certificate and the importance to be given to the words “transferable at the bank.” The counsel for the plaintiff, in his criticism of the language of the instrument, suggests, that if the expression had been “transferable only on the books of the bank,” the legal purport and significance of the paper would have been very different. But, while we concede that the form of expression suggested would be more full and exact, its legal import would, in our judgment, have been substantially the same. By the words “transferable at the bank,” the defendants have indicated the place where the transfer must be made, as they had the right and power to do. To have inserted the word “only,” would have added no force to the meaning. When a note or sum of money is made payable in terms at a specified place, or bank, it is payable there and nowhere else, and no words of exclusion are necessary to limit the construction of the instrument to the place named; and, in the eye of the law, this certificate reads the same as if the expression was, “transferable only at the bank.”

As to the omission in the certificate to state that the 'transfer was to be made on the “books” of the bank, we do not regard this as material. The words “transferable at the bank” do not refer merely to the place— within the walls of the bank building — -but to an act to be there done, and to assume a formal and authentic shape, under the official cognizance of the officers of the institution. All meaning in these words dissolves and evaporates under any other construction.

It follows, from these views, that we must hold that the plaintiff, in order to have obtained a valid title to this stock, (except as between him and Corlies,) should have applied to the defendants to have it transferred, or, at least, have given them notice of a claim upon it, before it was attached and sold on execution; and, that, having failed to do so, he has no claim against them.