Livezey v. Northern Pacific R. R.

Citations

• 157 Pa. 75
• 27 A. 379
• 1893 Pa. LEXIS 1402

Syllabus

<p>[Marked to be reported.]</p> <p>Corporations — Transfer of stock — Refusal—Damages.</p> <p>A corporation is not liable in damages for refusing to transfer stock, held in the name of a decedent, where the right of the executors to sell the stock is doubtful, or where the executors have impeached their own title to make the transfer.</p> <p>Executors applied to a corporation to have certain stock of the company transferred to their vendee. On examination of the will, counsel for the corporation advised that the executors had no power to sell the stock, but were bound as trustees to hold it in trust for the purposes designated in the will. By an ex parte proceeding in the orphans’ court, the executors procured an order authorizing them to sell the stock. This oi’der was submitted to the corporation, which still refused to make the transfer. Subsequently a son of the testator of exactly the same name as his father, wrote to the corporation claiming that the stock belonged to him. The executors assented to this claim. Owing to the uncertainty as to the title the corporation refused to issue new certificates to the son, but stated that they were willing to transfer the stock to the executors. About seven months after the original demand was made, new certificates were issued to the executors. In the meantime the stock had depreciated in value. Held, that the corporation was not liable to the executors for this depreciation.</p>