Allen v. Stewart

Citations

• 7 Del. Ch. 287

Syllabus

<p>Injunctions — corporations — transfer of stock; Statutes — construction of.</p> <p>1. The provisions of section 18, chapter 147, volume 17, Delaware Laws, Revised Code, 576, that “the shares of stock in every corporation in this State shall be deemed personal property, and shall he transferable on the books of the corporation in such manner as the by-laws shall provide, and whenever any transfer of shares shall be made for collateral security, and not absolutely, the same shall be so expressed in the entry of such transfer,” does not make an assignment on the books of the corporation necessary to vest title in a transferee of shares of stock.</p> <p>2. An assignment on the books of a corporation is not necessary in order to vest title in the transferee of shares of stock, either in the case where the by-laws of the corporation are silent upon transfers, or in the case where its by-laws do define a mode for such transfer, unless the charter or some general law expressly requires an assignment on the hooks.</p> <p>3. The provisions of the by-laws of a corporation defining a mode of transferring shares of stock, do not exclude all other modes, unless the charter, or some general law, negatives any other mode of transfer.</p> <p>4. In the absence of any .statutory provision, or of a by-law upon the subject, shares of stock in a corporation are transferable as any chose m action, and like them, the transfers of stock may be either legal or equitable.</p> <p>5. The books of a corporation are private. They are not puolic records, open to the inspection either of the public or a creditor of one of the stockholoers.</p> <p>■6. O. W-. E., who was president of the J. P. Co., being indebted to complainant, gave him a bond, and assigned, as collateral security, 200 shares of srock in said company and a policy of insurance. Coupled with such assignment was a written agreement between them, that complainant would not interfere with the management of the said company, would retr