The respondent contends that the decision of this Court at the April term, 1855, decides this cause, notwithstanding the additional facts found by the Court below.
The only difference between the provisions of the Act of 1850 and the Act of 1853, is to be found in the omission, in the Act of 1853, of the words contained in the one hundred and forty-fourth section of the Act of 1850, as follows: " For any purpose whatever."
The Act of 1850 says: " And no transfer of stock shall be valid, for any purpose whatever."
The Act of 1853 says: " But no transfer shall be valid, except between the parties thereto, until the same shall have been so entered on the books of the company, so as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer."
The eighteenth section of the Act of 1853, corresponds to the one hundred and forty-fourth section of the Act of 1850, to which this Court in their former opinion refer, and say its provisions are amply sufficient for the protection of the company.
The only question then, presented to the Court, is whether the omissionin the Act of 1853, of the words, " for any purpose whatever," has so changed the meaning of the statute, as expounded by this Court, as to authorize the transfer of the stock, when under the former Act it could not be done.
We say it has not; that the words, " for any purpose whatever," following the words, " and no transfer of stock shall be valid," were merely surplusage or explanatory; that the words, " no transfer of stock shall be valid," necessarily include the words, " for any purpose whatever." Any other construction of the Act would be in violation of the express and forcible language of the statute, and of the principle which is involved and announced in the former opinion delivered in this case.
JUDGES: The opinion of the Court was delivered by Mr. Chief Justice Murray. Mr. Justice Heydenfeldt concurred.
OPINION
MURRAY, Judge
A party who purchases at sheriff's sale, stocks of an incorporation, knowing that the certificates of such stock have been previously hypothecated, is chargeable with notice of such fact, and takes subject to the claim of the pledgee. Neither the incorporation law of 1850, or of 1853, was intended to cover a case of this kind, but apply only to transfers and purchases in good faith without notice.
In the case of Weston v. The Bear River Water and Mining Company, decided at the April term, 1855 (5 Cal. 186), this point was not presented to the consideration of the Court, and the case went off on a construction of the statute only.
In the present case, the fact is found by the Court below, and upon that finding it results that the plaintiff, who knew of the hypothecation of the certificates, is not a purchaser in good faith, and therefore not entitled to relief in a Court of equity.
The statute of 1853 does not substantially alter the law of 1850, and as the construction established in the former decision, is now generally understood, and acted upon, public policy demands that it should be maintained.
Judgment reversed.