Borland v. Nevada Bank

Citations

• 99 Cal. 89
• 33 P. 737
• 1893 Cal. LEXIS 619

Syllabus

<p>Corporations—Pledge of Stock—Pledgee not Personally Liable.—Where shares of the stock of a corporation are transferred in pledge as collateral security for the indebtedness of a stockholder, the pledgee is not to be deemed a stockholder as respects personal liability for the indebtedness of the corporation.</p> <p>Id.—Deposit of Stock with Creditor without Express Agreement—Presumption of Collateral Security.—Where shares of stock of a corporation are delivered to a bank by a debtor of the bank, and the parties do not by any words or instrument attempt to define the relation which they should hold to the property so delivered, the transaction cannot he regarded as a sale or payment of the indebtedness, but the deposit of the stock will be presumed to have been intended as collateral security for the debt.</p> <p>Id. — Sale—Agreed Pride .—Assent. — In order to constitute a sale of the shares of stock, so as to transfer title thereto, the mere transfer of possession is not sufficient, but it must affirmatively appear that a price was agreed upon, and that the parties assented that the transaction should be a sale on the one hand and a purchase on the other.</p> <p>Id. —Evidence—Declaration of Agent of Bank. —The declaration of an agent of the bank made subsequently to the transfer of the stock, in which he spoke of the transaction as a “purchase,” cannot be used as evidence to determine the nature of the transfer.</p> <p>Id. — Payment—Agreement.—Payment can only result from an agreement of the parties that the transaction shall have that effect, and though payment may he made by agreement in articles other than money, yet it is only the distinct agreement of the creditor, with the consent of the debtor, to accept the thing in discharge of the debt that gives it the character of a payment.</p> <p>Id.—Burden of Proof — Inference of Law.—The burden of establishing that property, the possession of which was transferred by a debtor to his creditor, was transferred by wa