National Bank v. Rochester Tumbler Co.
Supreme Court of Pennsylvania
Appeal, No. 99, Oct. T., 1895, by plaintiff from decree of C. P. No. 1, Allegheny County, March Term, 1892, No. 136, on bill in equity. Bill in equity to compel a transfer of stock.
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Appeal, No. 99, Oct. T., 1895, by plaintiff from decree of C. P. No. 1, Allegheny County, March Term, 1892, No. 136, on bill in equity. Bill in equity to compel a transfer of stock. The case was referred to William H. McClung, Esq., as master, who found the facts to be as follows: 1st. That the defendant corporation, The Rochester Tumbler Company, is a manufacturing corporation organized under the provision of an act of assembly of the commonwealth of Pennsylvania, entitled “An act to provide for the incorporation and regulation of certain corporations,” approved the 29th day of April, 1874,…
1Opinion of the Court
Opinion by
Mr. Justice Mitchell,
The claim that the defendant is estopped by the form of the certificate which sets out that the shares are “transferable personally or by attorney on the books of the company ” without any reference to a lien for the stockholder’s indebtedness cannot be sustained. The language of the certificate is not a representation of any inherent quality of the shares or rights of the holder, but is merely information as to the mode of transfer. From the nature of the business, transfers must be under some regulation and where, as in this case the regulations are imposed by…
2Cases cited11 opinions
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