C., N. O. & T. P. Ry. Co. v. Citizens' National Bank
Ohio Supreme Court
Error to the Superior Court of Cincinnati. At the time of his death, which occurred May 25, 1882, George F. Doughty was the secretary of the plaintiff in error and had been such from the time of its incorporation in October, 1881. During this time he had fraudulently caused to be issued a large number of spurious certificates of the stock of the company, being shares in excess of its capital stock.
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Error to the Superior Court of Cincinnati. At the time of his death, which occurred May 25, 1882, George F. Doughty was the secretary of the plaintiff in error and had been such from the time of its incorporation in October, 1881. During this time he had fraudulently caused to be issued a large number of spurious certificates of the stock of the company, being shares in excess of its capital stock. These certificates were in the hands of various individuals, each of whom had either purchased what he held from Doughty, or taken it in pledge for money loaned him by the holder. Suits were…
1Opinion of the CourtMinshall, J.
Independently of any question of negligence in the issue on the part of the company or its agents, it would seem, on the plainest principles, that the company should be held liable to an innocent holder for value of any part of the stock Issued by its secretary. The certificates were all signed by the president and the secretary, and had the corporate seal attached as required by law and the rules of the company. If stock so issued is not to be regarded as issued by the act of the company it is difficult to understand what would constitute an act of the company done in its corporate capacity.…
2Cases cited15 opinions
- McNeil v. . the Tenth National BankNew York Court of Appeals · 1871
- Knox v. Eden Musee Americain Co.New York Court of Appeals · 1896
- Allen v. South Boston RailroadMassachusetts Supreme Judicial Court · 1889
- Claflin v. Farmers' & Citizens' Bank of Long IslandNew York Court of Appeals · 1862
- Holbrook v. . New Jersey Zinc Co.New York Court of Appeals · 1874
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