faith has a right to rely thereon, and to claim the benefit of an estoppel in his favor as against the corporation. Holbrook v. New Jersey Zinc Co., 57 N. Y. 616. Gift.-A gift of mining stock is not perfect, nor does any interest pass to the proposed donee, until there has been a delivery by the donor and an acceptance by the donee. Dow v. Gould & Curry S. M. Co., 31 Cal. 630. Secret Trust.-Where stock has been pledged by the holder in breach of a secret trust, the cestui que trust must advance or tender the amount secured by the pledge before he can assert any claim to the stock. Thompson v. Toland, 48 Cal. 99. Trustee. The addition of the word "trustee," in a certificate of stock to the name of the person to whom it is issued, does not show that said person has not the full right to deal with it as his own, nor give the person dealing with him notice that any other person has any interest in the same. Thompson v. Toland, 48 Cal. 99. Act of Bankruptcy by Pledgee.-A pledge of mining stock amounting to a fraud under the bankrupt act is nevertheless valid against a rightful owner of the stock who placed it in the power of the pledgor to use it as his own. Thompson v. Toland, 48 Cal. 99. If a sale of mining stock pledged as security for money is made without notifying the pledgor to make his bargain good, and without sufficient notice of time and place, still if the pledgor knew of the time and place of sale, and made no objection, and after the sale approved of it, and promised to pay a balance claimed by the pledgee, he by these acts ratifies the sale. Child v. Hugg, 41 Cal. 519. Pledge Sale in Gross.-Different parcels of stock pledged as collateral at different times, for the security of different debts, can not be sold in gross for the satisfaction of the entire amount for which judgment was given. Mahoney v. Caperton, 15 Cal. 314. Purchasing with Notice of Pledge.-A party purchasing, at sheriff's sale, stock of a mining company, knowing the certificates to have been previously hypothecated, is chargeable with notice of the fact, and takes subject to the claim of the pledgee. Weston v. Bear River Co., 6 Cal. 245. Pledge. The pledgee of mining stocks, upon a redemption of the pledge, is not obliged to return to the pledgor the identical certificates pledged, but may return certificates corresponding to those received. Thompson v. Toland, 48 Cal. 100. Margin-Delivery-Rule of Board.-In an action brought to recover a sum of money alleged to be due as the first payment or margin on a written contract for the sale of stock by a member of the board of brokers, to be delivered to the buyer in thirty days, if the contract acknowledges the receipt of such first payment, the plaintiff may give evidence of what the custom of the board of brokers was with regard to making and delivering such contracts, for the purpose of accounting for the delivery of the contract without receiving the money. Winans v. Hassey, 48 Cal. 634. Receipt for Margin.-A receipt in a broker's contract for the sale of stock, acknowledging the receipt of the first payment, or the margin on the contract, is only prima facie evidence of the payment of the money, and may be explained by parol testimony. Winans v. Hassey, 48 Cal. 635. Broker-Identical Shares.-In transactions between principal and broker, the principal is not entitled to the identical shares of mining stock purchased on his order, but only the requisite number of shares; there is no special value in any particular share, unless issued in the name of a party, and charged to him upon the books of the company. Boylan v. Huguet, 8 Nev. 345. Stolen-Broker.-Where a broker received, in due course of trade, a transfer in blank of mining stock in a California company, which stock had in fact been stolen, and sold it: held, that he was liable to the true owner for its value and damages; and this, notwithstanding that he acted under the authority of one claiming to be the owner, and was ignorant of such person's want of title. Bercich v. Marye, 9 Nev. 312. Theft-Blank Power-Estoppel.-Where a share of mining stock with a blank power of attorney thereon indorsed, signed with the name of the original holder, was lost or stolen, and afterwards came to the hands of an innocent purchaser, in whose favor the company entered a transfer and issued a new certificate, but after notice of loss from the holder at time of loss: held, that after issuing a new certificate the company were estopped from denying its validity at a subsequent time, and could not refuse to allow of its transfer as a valid certificate. (1857.) Mandlebaum v. North Am. M. Co., 4 Mich. 465. Stolen-Diligence to Notify.-The question whether a party who has lost stock by theft, as alleged, has used due diligence to prevent loss to third parties can not arise before defendant shows himself to be an innocent purchaser for value. Sierra Nevada M. Co., v. Sears, 10 Nev. 347. Lost Certificate.-If a corporation issues to an owner of shares of stock a certificate transferable on the books of the company by indorsement and surrender of the certificate, and he indorses the same and then loses it, and it comes into the hands of a bona fide purchaser for value, such purchaser acquires no right to the stock. Sherwood v. Meadow Valley M. Co., 50 Cal. 412; B. & W. L. C. 594. Passes by Delivery.-In this state mining stocks properly indorsed pass by delivery; and if the true owner places them in the hands of another on some secret trust between them without anything on the face o the certificate to show his ownership, he, and not an innocent purchaser or pledgee, must bear the loss. Thompson v. Toland, 48 Cal. 99. Nature-Not Negotiable.-Certificates of stock in a corporation are not negotiable securities in a commercial sense, but are mere evidences of the holder's title to a given share in the property and franchises of the corporation. Sherwood v. Meadow Valley M. Co., 50 Cal. 412; B. &. W. L. C. 594. Negotiable Qualities.-Stock in a mining company incorporated under section 7, chapter 55, revised statutes of Michigan, is assignable by indorsement and delivery, and it seems the holder of stock so indorsed is entitled to the same rights which the law confers upon the holder of negotiable paper. Mandlebaum v. North American M. Co., 4 Mich. 465. Real Estate by Charter.-When the charter of a mining company has made its stock personal estate, but provided that its real estate should only be conveyed as other real estate, the legal title can pass only by deed. Barksdale v. Finney, 14 Gratt. 338. One Share Equivalent to Another.-When a bailee of mining stock is at all times able, ready, and willing to transfer to the bailor the same number of shares of similar stock of the same company, and of the same value, the sale or conversion of the identical shares pledged only constitutes a technical breach of trust, and presents a case of damnum absque injuria. Atkins v. Gamble, 42 Cal. 86; B. & W. L. C. 577. Shares of stock in a corporation stand upon a different footing from other personal property, as regards the right to the recovery of the specified property, because they are mere evidences of interest in the business of the corporation, and if all the shares are of equal value, there can be no reason for preferring one share to another. Atkins v. Gamble, 42 Cal. 86; B. & W. L. C. 577. Identity. Where certificates of stock of a corporation issued by P. were surrendered by H., to whom they had been assigned, and new certificates issued to H. in his own name: held, that this did not affect the identity of the stock. Hawley v. Brumagim, 33 Cal. 394. The Title to, in Corporation, before Issue-Personal Liability.— Until the division into shares of the capital stock, fixed and limited by the articles of association of a corporation organized under the general statute, chapter 61, the associated members of the corporation hold the whole capital stock in common; and by reason of such a holding, may be individually liable under the statutes of 1862, chapter 218, for the debts of a manufacturing corporation. Hawes v. Anglo-Saxon Petroleum Co., 101 Mass. 385. Contract for-Form of Action.-Upon failure to deliver stock, assumpsit or covenant will lie, as the case may be, but not debt, unless the promise be to pay a certain sum of money in stock. Weiss v. Mauch Chunk Iron Co., 58 Pa. St. 295. Assignment of Void Contract.-The assignment of contract for the sale of mining stock which is void under the statute of frauds does not constitute a good consideration for a promise to pay. Mayor v. Child, 47 Cal. 142. Purchaser of Indorsed Certificates.-If the owner of mining stock allows his broker, who purchases for him, to hold the certificates in such a manner that they will pass by delivery on the indorsement of the broker, with nothing on the face of the certificate to indicate that the real owner has any interest in the stock, a purchaser in good faith from the broker, without notice. of the rights of the real owner, acquires a good title to the same, even if the broker, by a contract with his principal, had no right to sell or hypothecate the stocks without the consent of his principal. Thompson v. Toland, 48 Cal. 99. § 683. Books, Impeachment of―Transfer on Books—California.-Under the laws of California, the legal title to mining stock, except as between the parties, can only be transferred upon the books of the corporation. Bercich v. Marye, 9 Nev. 312. Under section 12 of the act of April 22, 1850, concerning corporations, no transfer of stock is good against third parties unless the transfer be made upon the books of the company. Weston v. Bear River Company, 5 Cal. 186. Legal Title Only by Transfer on Books.-The legal title to mining stock, except as between the parties, can only be acquired by transfer upon the books of the corporation. State v. Pettineli, 10 Nev. 141. "Transferable Only on Books of Company.”—A sale and assignment of shares of the capital stock of a corporation, attended by a delivery of the certificate, vests in the vendee the title to the stock, notwithstanding a provision contained in the certificate that the stock was transferable only upon the books of the company. De Comeau v. Guild Farm Oil Co., 3 Daly, 218. Impeaching the Books-Refusal to Accept Shares.-If the entries in the stock and transfer book of a corporation are regarded as presumptive evidence that a person therein named a stockholder was such, the books are impeached and the presumption is overcome if the evidence given orally by witnesses shows that he never accepted, but refused to accept, any stock in the company. Mudgett v. Horrell, 33 Cal. 25. Transfer.-A transfer of stock which has not been entered on the books of the company as provided by the statute is nevertheless valid as against all the world, except a subsequent purchaser in good faith without notice. Parrot v. Byers, 40 Cal. 614. Transfer not Made on Books-Notice Equivalent-Attachment.B., who was president and one of the directors of the Francestown Soapstone Company, on the twenty-fourth day of May, 1867, sold and transferred to the plaintiff a certificate for forty-five shares of the capital stock of said company, for which the plaint |