Commonwealth ex rel. Eberhardt v. Dalzell

Citations

• 152 Pa. 217
• 25 A. 535
• 1893 Pa. LEXIS 960

Syllabus

<p>Corporations — Bight to vote stock — Pledge of stock.</p> <p>At common law the right to vote stock, as between the corporation and the person offering to vote, follows the legal title of which the certificates and the stock books are prima facie evidence.</p> <p>Where stock is pledged as collateral security, whether the debtor or creditor shall have the right to vote the stock depends upon the terms on which the pledge is made; and, in the absence of any agreement on this point, it would seem that the right to vote should follow the legal title.</p> <p>The by-laws of a corporation provided that all persons holding shares, “ either in their own right or as trustees,” shall have the right to vote. Two persons held the title to stock which was entered on the corporation books in their names as trustees. It was admitted that they were pledgees and it did not appear that the pledgors had reserved the right to vote. Held, that both by the common law and the corporate by-laws they were entitled to vote the stock.</p> <p>Bight to vote under act of May 7, 1889.</p> <p>The act of May 7, 1889, P. L. 102, which provides that the judges of the election shall determine summarily whether the name on the books is that of the absolute and bona fide owner thereof, or of a holder of the same as executor, administrator, guardian, or as trustee created by last will and testament, or by decree of court, and if not the vote should be rejected, does not apply to the case of a pledge with no express agreement as to the voting power, and such a case must be decided in accordance with common law.</p> <p>It seems that the enumeration of owners and trustees in the act of May 7, 1889, is not meant to be exhaustive, and exclusive, and to make mandatory the direction to reject all other votes.</p>