H. & T. C. R'y Co. v. Bremond

Citations

• 66 Tex. 159
• 18 S.W. 448
• 1885 Tex. LEXIS 9

Syllabus

<p>1. Railroad shares—Lien for purchase money—Contract construed—A lien is not the result of any form of expression, but the name given to a right; arid what creates the right produces the lien. See opinion and statement for a contract held to create a lien upon railroad shares for the unpaid purchase money.</p> <p>2. Same—Transfer of lien—Though it has-been held that a general lien given to a corporation for any indebtedness of its members is an incident of the relationship, and not of the debt, and hence does not pass with the latter, (Angelí & Ames on Oorp., sec. 356), the reason of the rule does not apply to a lien given to secure, not indebtedness generally, but a particular demand. In such a case the lien passes with the debt or ceases.</p> <p>3. Same—It is well settled in Texas that the assignment of the debt passes with it the liens that secure it. (White v. Downs, 40 Tex., 226 ; 33 Tex., 425 ; 15 Tex., 554; 19 Tex., 213.) That the debt is a simple promissory note, or that the assignee was ignorant of the existence of the lien, does not affect the rule.</p> <p>4. Same—Conditional stock certificates—Porchaser.—A railway corporation issued conditional stock certificates, and, in some eases, bonds, providing on their faces that unconditional certificates should issue when the notes given for the conditional certificates or bonds were paid. The notes were transferred by the company, and never paid. The assignees of the certificates and bonds applied to the company for, and received, unconditional certificates. Held :</p> <p>(1) As the bonds and conditional certificates informed their assignees that they were not entitled to shares unless the notes were paid, in the absence of excusing facts, they must be held particeps criminis in the company’s wrongful act.</p> <p>(2) After the company negotiated the purchase notes, it should have held the unissued shares in trust until the assignees of those notes were paid, and it was its duty to ascertain that the notes had