London, Paris & American Bank v. Aronstein

Citations

• 117 F. 601
• 54 C.C.A. 663
• 1902 U.S. App. LEXIS 4464

Syllabus

<p>1. Corporations—Transfer of Stock—Right of Executor.</p> <p>Under the law of California an executor is entitled to have shares of stock in a corporation, owned by his decedent, transferred by the corporation to his own name as such- executor.</p> <p>3. Same—Refusal to Transfer Stock—Liability for Conversion.</p> <p>The refusal of a corporation without lawful excuse to transfer shares of stock on its books to one who is entitled to such transfer may be treated as a conversion of the stock, and its value may be recovered in an action at law.</p> <p>8. Saiíe—By-Laws Regulating Transfer of Stock.</p> <p>Provisions in the by-laws of a corporation giving it the option to refuse to transfer stock on its books when the holder is indebted to the corporation, and requiring the instrument of transfer to be executed by both transferror and transferee, have no application where the transfer demanded is to the executrix of a deceased stockholder, in whom the title and right to a transfer vests by operation of law.</p> <p>4. Same—Foreign Corporation Doing Business in California—Laws Governing Transfer of Stock.</p> <p>The constitution of California provides that every business corporation organized or doing business in the state shall maintain an office therein for the transaction of its business, where transfers of stock shall be made. It also provides that no corporation organized outside of the state shall be allowed to transact business in the state on more favorable conditions than are prescribed by law for domestic corporations. Held, that a British corporation, which transacted business in California, and there maintained an office in charge of managers who were empowered to transfer stock and issue certificates for shares, and which there sold and issued stock to a citizen of California, was governed as to the transfer of such shares by the laws of California, and that on the death of the stockholder his executrix, appointed under the laws of California, was entitled to