Kellogg v. Stockwell

Citations

• 75 Ill. 68

Syllabus

<p>1. Assignment—of stock of insurance company. Where the charter of an insurance company requires that all sales and transfers of stock, to be valid, shall be made upon the books of the company, this provision will be regarded as designed for the protection of the company, and perhaps a purchaser without notice ; but as between the assignor and purchaser, a sale and transfer will be good without being entered upon the company’s books, and will be enforced in equity.</p> <p>3. Same—rights and liabilities of equitable assignee of stock. The equitable assignee or owner of stock in an incorporated company can use it as Ms own property, control it and receive dividends thereon, the same as though he had the legal title; and therefore, as between himself and his assignor, he is bound to assume the burdens imposed upon the owner of the legal title arising out of assessments made upon the stock.</p> <p>3. Chancery—will require equitable assignee of shares of capital stock to indemnify his assignee against liability. Where shares in the capital stock of an incorporated company have been sold and transferred, but not in accordance with the charter or by-laws of the company, so as to pass the legal title, and the assignor is compelled to make payment of assessments, or is liable to be called upon for payment, a court of equity, at the suit of the assignor, will require the assignee to pay or indemnify him, as the case may require.</p> <p>4. Party in chancery—bill for indemnity. On bill in chancery by the assignor of shares of stock in an incorporated company against the assignee, to require the latter to indemnify the former against future liability for assessments on the stock, neither the company nor its assignee in bankruptcy are necessary parties, as no relief is sought against them.</p>