Tyson v. George's Creek Coal & Iron Co.

Pattison, J., delivered the opinion of the Court. The stock ledger of the appellee, the George’s Creek Coal and Iron Company, contains, among others, two accounts: one with “Morris Robinson, New York,” and one with “Morris Robinson, Agent.” The former account, discloses that there were issued to him in his individual capacity three hundred and fifty four shares of the stock of the appellee company. Of this number three hundred and thirty-one were disposed of by Robinson and re-issued to those to whom they had been assigned by him, leaving twenty-three shares outstanding in his name. These were issued, as shown by the account, eleven shares on October 12th, 1831, and' twelve shares on June 1st, 1838, the certificates therefor being numbered 21 and 88, respectively.

The latter account discloses that there were issued to him as agent three hundred and fifty shares of stock. Of these shares two hundred and fifty were acquired by him from John H. Alexander, at that time the president of the appellee company, and issued to him December 26th, 1831, and one hundred shares from ⁵⁶⁶ John Duer, vice-president of the American Life Insurance and Trust Company, issued to him September 8th, 1838. The account then discloses that two hundred and fifty shares, the number that he had acquired' from John H. Alexander, were on September 14th, 1838, re-issued to John H. Alexander, leaving Robinson holding, as agent, only the one hundred shares that he had acquired from John Duer, the certificate for the same being numbered 616. The record discloses that at the time of the issuance of this stock Morris Robinson was cashier of the New York Branch of the Bank of the United States, which position it seems he held for a number of year’s.

He. later became the first president of the Mutual Life Insurance Company of New York, and died in 1849. Letters of administration upon his estate were granted in New York and an inventory of his property filed, but in it no mention is made of his ownership of the stock of the appellee company above referred to. No dividends were declared by the company upon its stock before the death of Morris Robinson; in fact, no dividends were declared thereon earlier than 1864 or thereabouts. From that time on dividends were declared at regular intervals until 1903, when they issued a stock dividend of 100 per cent.

As the books of the company then showed that the twelve and eleven shares issued to Morris Robinson were still standing in his name, the twenty-three additional shares issued as a stock dividend upon said twelve and eleven shares, were accordingly issued to him in his individual capacity, the certificate therefor, No. 3628, being withheld by the company. And as the one hundred shares issued to Robinson as agent were still outsanding to him in that capacity, the one hundred additional shares issued as a stock dividend thereon were likewise issued to him as agent, the certificate therefor being numbered 3629, which was also withheld by the company. After the issuance of the stock dividend of 100 per cent, the company thereafter declared dividends not only upon the original stock issued to Robinson as individual and ⁵⁶⁷ as agent, but also upon tbe additional stock issued as stock dividends, and as there was no claimant for such dividends they were retained by the company, and consequently are still unpaid. In 1909 letters of administration upon the personal estate of Morris Eobinson in Maryland were granted to Malcolm V. Tyson, the appellant, who, as he testified, made dilig’ent search for the three certificates, Eos. 27, 88 and 616, representing the stock issued to Morris Eobinson in his individual capacity and as agent, and failing to find them, he caused a notice to be inserted in the Baltimore Sun giving notice of the loss or destruction of said certificates, and stating that application had been made to the company for the issuance of new certificates of stock in lieu thereof.

This advertisement, it seems, brought no information as to the whereabouts of the certificates, whereupon the appellant, as administrator, made written request of the company to issue to him as administrator of Morris Eobinson, deceased, new stock certificates in the place of those which were supposed to be lost or destroyed, and filed with the president of the company a statement of the circumstances of the loss or destruction of said certificates' and of his ineffectual efforts to find' them. Upon the company declining to issue new certificates in lieu of the old ones, the appellant, as administrator, filed his bill in this case, alleging the facts as we have stated them and asking the Court to require the company to issue new certificates of its stock unto him in lieu of those lost or destroyed, and to transfer unto him certificates Eos. 3628 and 3629, and to pay over unto him all accrued dividends that may have been earned upon said stock since the death of the said Morris Eobinson. To this bill the appellee answered, admitting the issuance of the stock to Eobinson as and in the manner above stated, but requiring proof as to the fact that the decedent, of whom the appellant was administrator, was the Morris Eobinson to whom the stock had been issued, as well as other ⁵⁶⁸ facts therein alleged that were not within its knowledge, and further answering, said: “It appears by the stock ledger ‘A’ of the defendant, that there was outstanding on February 11th, 1851, certificate No. 616 for 100 shares of the' capital stock of the defendant, dated September 8, 1838, in the name of Morris Robinson, ‘Agent’, and there is nothing on the stock ledger to show that said certificate has been transferred from the name of said ‘Morris Robinson, Agent’. But the said defendant does not know whether the said ‘Morris Robinson, Agent’ died possessed of or entitled to the said certificate or any of the shares of stock for which the same was issued; or whether the said certificate still stood in the name of the said ‘Morris Robinson, Agent’, at the time of his death; and, therefore, the defendant does not admit that the said ‘Morris Robinson, Agent’, did die so possessed of or entitled to the said shares of stock or any part thereof, or that, at the time of his death, if he did die, the said certificate of stock stood in his name. “That it is advised, and it so avers, that even if the said ‘Morris Robinson, Agent’, was still possessed of or entitled, at the time of his death (if he be dead) to the said certificate No. 616, for said 100 shares issued to him on the 8th of September, 1838, and even if the plaintiff was duly appointed by the Orphans’ Court administrator of the personal estate of Morris Robinson, and that the said Morris Robinson is the ‘Morris Robinson, New.

York’, to whom was issued the above named certificate No. 21 for eleven shares, and certificate No. 88 for twelve shares of the cápital stock of the defendant, nevertheless the plaintiff is not entitled, as such administrator, to any part of the one hundred shares for which said certificate No. 616 was issued by this defendant to ‘Morris Robinson, Agent’, because said stock did not belong to said Morris Robinson, in his individual capacity. Moreover, until the contrary appears, the presumption of law is that the said stock for which said certificate No. 616 was issued did not belong, when it ⁵⁶⁹ was so issued, to the said Morris Robinson in his individual capacity, but he held it as agent for- some owner to whom it did belong; and that such ownership and agency respectively continued as long as the said certificate stood in the name of the said ‘Morris Robinson, Agent’, and if the said Morris Robinson is dead, his agency for the true owner of the said stock terminated at his death.” The answer further alleged that unpaid dividends had accrued to June 27th, 1909, upon the shares of stock represented by certificates Eos. 27, 88 and 3628, issued in the name of Morris Robinson, Eew York, to the amount of $7,066.75; and that unpaid dividends had accrued to June 27, 1909, upon the shares of stock represented by certificates Eos. 616 and 3629, issued in the name of Morris Robinson, Agent, to the amount of $30,725, and that the stock dividends represented hy certificates Eos. 3628 and 3629, had never been delivered to any person or corporation and are still in the possession of the defendant company. The answer further alleges that at the time of the filing of the answer, with the exception of said stock ledger, there was in the possession of the defendant no other book of any kind prior in date to the Baltimore fire, which took place in 1904:, relating to the issue or ownership of the above mentioned capital stock, either that issued to Morris Robinson, New York, or to Morris Robinson, Agent, the stock certificate book and other books relating to said stock and its ownership having been destroyed by said fire. To this answer the general replication was filed, and the learned Court below, June® Stockbridge, after hearing the evidence upon the issues joined and finding thereon that the shares of stock represented by certificates Eos. 27, 88 and 3628, issued by the appellee company to Morris Robinson, had devolved upon the administrator of the personal estate of Morris Robinson, deceased, and that certificates Eos. 27 and 88 had been lost, decreed: ⁵⁷⁰ 1st.

That the appellee company should issue to the appellant, in his name as administrator of Morris Robinson, deceased, a certificate for twenty-three shares, to represent the said eleven and twelve shares so lost as aforesaid, and also decreed that the administrator be allowed to transfer' unto himself as administrator the twenty-three shares so issued as a stock dividend. 2nd. “And it appearing by the proceedings in this case, that none of the dividends heretofore declared by the defendant on, or in respect of, the above-mentioned eleven, twelve and twenty-three shares of said stock, have been by said defendant paid to any one, and that the total amount of said dividends declared on said stock up to and including June 27, 1909, being dividends from dividend No. 1 to dividend No. 81, inclusive, is seven thousand and sixty-six and 75/100 ($7,066.75) dollars, it is further adjudged, ordered and decreed, that the said plaintiff is entitled to receive from the defendant, and the defendant shall forthwith pay to the plaintiff the said sum of seven thousand and sixty-six and 75/100 dollars ($7,066.75), and the defendant shall pay-to the plaintiff all dividends, if any, declared in respect of the above-mentioned shares of stock subsequently to June 27, 1909. 3rd. “And the Court being of opinion that there is no sufficient evidence in the case that the one hundred shares of the stock of the defendant company, now standing on its books in the name of Morris Robinson, Agent, and for which certificate No. 616, dated November 8, 1838, was issued in the name of Morris Robinson, Agent, ever belonged to or was the property of, the said Morris Robinson in his own right or in his individual capacity, and it appearing from the proceedings that the one hundred shares for which the certificate No. 3629 was made out in the name- of Morris Robinson, Agent, in the year 1903, was declared as a stock dividend of 100% on the one hundred shares for which certificate No. 616, dated November 8th, 1838, was issued in the name of Morris Robinson, Agent, and now stands on ⁵⁷¹ the hooks of the Company, and the Court being of the opinion that the plaintiff has no title to said two hundred shares of stock, it is further adjudged, ordered and decreed- that the bill of complaint, so far as the plaintiff seeks thereby to recover said two hundred shares of stock and the dividends payable in respect thereof, be and the same is hereby dismissed.” It is from this order or decree dismissing the bill so far as it seeks to recover the two hundred shares of stock issued to Morris Robinson, agent, and the dividends payable in respect thereof that the administrator has appealed. By the bill the Court is asked: 1st. To require the appellee company to issue unto the appellant, as administrator of Morris Robinson, deceased, the one hundred shares of stock represented by certificate No. 616 that were issued to Morris Robinson, agent, the original certificate having been lost. 2nd. That certificate No. 3629, representing the one hundred shares issued as a stock dividend upon the one hundred shares represented by certificate No. 616, to Morris Robinson, agent as aforesaid, be transferred to him as administrator of Morris Robinson, deceased; and, 3rd.

That the unpaid dividends declared upon all the said two hundred shares of stock be paid over by the appellee company unto him as. such administrator. Should we determine that he as administrator of Morris Robinson, deceased', is not entitled to have issued to him the one hundred shares of stock in lieu of the one hundred shares issued to Morris Robinson, agent, represented by the lost certificate No. 616, then it follows that the other relief asked for must be refused him, as his right to such relief is dependent thereon. This demand made by the administrator that the stock be issued to him as such administrator in lieu of the stock issued to Morris Robinson, agent, can only -be made upon the theory that said stock so issued Morris Robinson, agent, was his individual property at the time of his death. The inquiry ⁵⁷² therefore is, was this stock the property of Morris Robinson at the time of his death, or was it the property of another for whom he held it as agent ?

If he held it as agent of another, such agency was revoked by the death of Morris Robinson, and it not being the property of the decedent, would not pass to his administrator. The stock, when issued, was issued to Rohinson as agent, and the books of the company disclose no change in the character of such holding, nor is there any affirmative evidence found in the record that said stock ceased to be held by Robinson in the capacity of agent. The transactions involving the sale and issuance of this stock occurred more than seventy years ago, and necessarily the evidence in relation thereto is meagre. All the parties who participated in such transactions have long since died, and by the great Baltimore fire of 1901 all the books of the company from which we could hope to acquire any information in relation to these transactions, with the exception of the stock ledger, were destroyed.

While the stock was issued to him as agent, the record does not disclose the principal for whom he so held it as agent, nor has any one ever made claim to it as such principal. It is contended by the appellant that the word “agent”, following the name of Morris Robinson, is merely descñptio personae, and that no presumption arises therefrom that the stock was not his property or that it was the property of another for whom he was holding it as agent; the appellant contending that the word “agent” might have been added “for some private and undisclosed reason, probably to prevent its being attached under execution, as he may have thought.” On the other hand, it is contended by the appellee that as the stock stood in the name of Morris Robinson, agent, the prima facie presumption is that he did not hold the stock in his own right and- as his own property, but that he held it on behalf of some principal, and that to entitle his estate to this stock the burden of proof is upon the administrator to show that he, Morris Robinson, did not hold the ⁵⁷³ stock at the time of his death as agent for a principal, hut held it as his own individual property. This Court in the case of the Third National Bank of Baltimore v. Lange et al., 51 Md. 144 , in quoting approvingly from the decision of the Supreme Court of Masachusetts in the case of Shaw v. Spencer and others, in which stock certificates outstanding in the name of E. Carter, trastee, were pledged by the holder as collateral for certain acceptances and endorsed by him, and in which one of the questions presented was whether the word trustee was sufficient to put the holders upon inquiry and thereby effect them with notice of the trust, said: “The rules of law ¿re presumed to be known by all men; and they must govern themselves accordingly. The law holds that the insertion of the word “trustee” after the name of a stockholder does indicate and give notice of a trust.

ETo one is at liberty to disregard such notice and to abstain from inquiry, for the reason that a trust is frequently simulated or pretended when it really does not exist. The whole force of this offer of evidence is addressed to the question whether the word “trustee” alone has any significance and does amount to notice of the existence of a trust. But this has heretofore been decided, and is no longer