Tafft v. Presidio & Ferries Railroad

Citations

• 84 Cal. 131
• 24 P. 436
• 1890 Cal. LEXIS 774

Syllabus

<p>Corporation — Transfer of Stock, by Agent to Himself—General Power of Attorney. — A general power of attorney authorizing an agent to sell, dispose of, transfer, and deliver all or any of the interests of the principal in the capital stock of any association or body corporate does not confer on him the power to transfer to himself the shares of the principal in the stock of a corporation, or to do anything in relation to such stock except for and in the name of the principal; and the surrender of such stock by the agent, without any indorsement thereon, and the exchange thereof for an equal number of shares issued to himself in his own name, is unauthorized and illegal.</p> <p>Id. — Signature to Transfer of Stock.—Under section 324 of the Civil Code, the signature of the proprietor, to whom a certificate of stock was issued, must be indorsed thereou by the proprietor or his attorney or legal representative, in order to effect a valid transfer of the stock, or to authorize the cancellation of the certificate, and the issuance of a new certificate to another.</p> <p>Id. — Cancellation of Stock of Principal —Signature by Agent — Transfer without Signature. — The indorsement of an agent’s signature upon a certificate of stock issued to the principal, without stating the name of the principal, on whose behalf he gave the signature, cannot authorize the corporation to cancel the principal’s certificate of stock; and a transfer or surrender of such certificate by the agent without any signature cannot place the corporation in any better position to justify such cancellation than if the certificate were indorsed by the agent merely in his own name, without mentioning the principal.</p> <p>Id. — Liability of Corporation for Conversion of Stock Illegally Canceled. —The owner of a certificate of stock has the right to rely on the observance by a corporation of its own by-laws and of the laws of the state with reference to the transfer and cancellation of stock, and may hold