United States v. Cutts. The case of Quiner v. The Marblehead Insurance Company, (10 Mass. R. 476,)1 is quite as strong. In that case the charter contained a clause, that no transfer of any share in said company shall be permitted, or be valid, until the whole capital stock shall be paid in. One half only had been paid in; and one of the stockholders assigned his shares to a purchaser. These shares were subsequently attached by a creditor of the stockholder; and the main question at the trial was, whether the creditor, or the purchaser, was entitled to the stock. The Court held, that the prohibitory clause was not intended, as a general prohibition of transfers, but merely to prevent speculation in the scrip, and to continue the responsibility of the original subscribers, in case of loss, beyond the funds actually vested. The Court said, that by this provision the transfer could not be complete, and essential to all purposes, until the full amount was paid in ; but that the creditor may be substituted for the debtor, and may acquire the right, upon payment of the residue of the subscription, to have the transfer entered upon the books; and that in the case then before the court the purchaser had the equitable interest in the shares, and the company would be justified in issuing certificates to him. In the case of The Union Bank of Georgetown v. Laird, (2 Wheaton R. 390), the charter contained a clause, that, "the shares of the capital stock, at any time owned by any individual stockholder, shall be transferrible only on the books of the bank, according to such rules as may, conformably to law, be established in that behalf by the President and Directors; " but all debts due to the bank must be first satisfied. The question was, whether a creditor, to whom the shares were assigned, as security, was, under the circumstances, entitled to a transfer of the stock without satisfying the debts due to the 1 See also Sargent v. Franklin Insurance Company, 8 Pick. R. 90. United States v. Cutts. bank. That is not the point here; but the material consideration is, that the Court in that case treated it as a valid equitable assignment. "No person," said the Court, "can acquire a legal title to any shares, except under a regular transfer according to the rules of the bank; and if any person takes an equitable assignment, it must be subject to the rights of the bank under the act of incorporation." The same point was directly decided in The President &c. of Bank of Utica v. Smalley, (2 Cowen R. 770.) There, the charter declared, that, "no transfer of stock shall be valid or effectual until such transfer shall be registered in a book or books kept for that purpose by the Directors," and unless the person making the same shall previously discharge all debts due by him or her to the corporation. The holder made an assignment of shares in Paris, which was not registered; the question was, whether it passed, as between vendor and vendee, the interest in the stock. The Court held, that the transfer was valid between the parties without registration, though the purchaser must take, subject to the rights of the bank. The doctrine in Sargent v. The Franklin Insurance Company, (8 Pick. R. 90,) leads to the same result. I am aware, that there are cases, in which a doctrine, apparently different, has been maintained. Those cases are susceptible of this explanation, that the terms of the acts of incorporation were construed to mean, that the registration of the transfers was the origination of the new title, and not merely a legal completion of a previous inchoate title. Several of those cases turned upon the right of attachment of creditors according to the local laws, which operated upon 1 See Marlborough Manufacturing Company v. Smith, 2 Connect. R. 579; Newton v. Bridgport Turnpike Company, 3 Connect. R. 544; Northrop v. Curtis, 5 Connect. R. 246; Oxford Turnpike Company, v. Bunnel, 6 Connect. R. 552. United States v. Cutts. the legal title; and the only other case involved the sole question, whether an equitable assignee was liable for instalments as a legal stockholder; and it was held that he was not. It might be sufficient to say, that the case at bar involves no point as to the priority of any attaching creditor, nor any question as to the legal ownership of the stock. The whole argument turns upon an equitable interest, and a lien consequent thereon. If these cases are not to be explained in this manner, but turn upon the more general principle already stated, with all possible deference to the learned Judges, who decided them, they do not appear to me founded on as solid grounds, as those, which maintain a different doctrine. In a conflict of authority, my judgment goes with the latter. The case of administrators is not distinguishable from that of assignees in bankruptcy. In each case the assets are bound by the same equities, which would affect the vendors; and the administrators and assignees cannot place themselves in a better situation than the principal; but are bound by the same equities, which bind him. It is true, that where the equities of all the creditors are equal, a purchaser cannot entitle himself to a priority of satisfaction; but that cannot be, where one has already acquired a lien or equitable title. Upon the whole, my judgment is, that there has been no misappropriation of the assets by the administrator; but that the equitable interest in the stock was vested in Sheafe; and he had a right to have it sold to discharge the debt due to him. Judgment is, therefore, to be rendered against the defendant, pursuant to the agreement of the parties only for future assets, quando acciderint. 1 Marlborough Manufacturing Company v. Smith, 2 Connect. R. 579. 2 See Mitford v. Mitford, 9 Ves. 86, 100; Yewson v. Moulson, 2 Atk. 417, 420; Row v. Dawson, 1 Ves. 331; Tyrrell v. Hope, 2 Atk. 558; Ex parte Byas, 1 Atk. 124. CIRCUIT COURT OF THE UNITED STATES. Spring Circuit. MASSACHUSETTS, MAY TERM, 1832, AT BOSTON. Hon. JOSEPH STORY, Associate Justice of the Supreme Court. BEFORE Hon. JOHN DAVIS, District Judge. THE BRIG GEORGE, JOSEPH WESTCOTT AND OTHERS, CLAIMANTS. A mate, succeeding to the command of the ship upon the death of the master, does not thereby lose his character as mate; but may sue in the Admiralty for his wages. He is also entitled to be cured at the expense of the ship, in the same manner, as a seaman. And, therefore, if he is put on shore from sickness for the convenience of the ship, his expenses for medicines, advice, attendance, and board, are to be borne by the ship-owner. It seems, THIS that the like rule applies to a master. HIS was a libel for mariner's wages in the Admiralty, originally against the vessel, and now proceeding against the owners. Upon the hearing of the cause in the District Court, it was decreed, that the libellant was entitled to wages to the amount of fifty-four dollars and fifty cents and costs of suit. From this decree the owners entered an appeal to the Circuit Court; and at the present term the cause was argued by Curtis for the appellants, and by Nichols for the appellee. The Brig George. STORY J. This is a libel instituted by the libellant in the Admiralty for wages, due to him, as mate of the Brig George, for a voyage from Boston to St. Jago, in the Island of Cuba, and back to the United States. There is no dispute as to the claim for wages, the amount being admitted. But the owners bring forward a claim in the nature of a set-off for money expended for the libellant on account of his sickness on shore at St. Jago. The items of the account are for board, washing, apothecary's bill, physician's bill, and wine supplied for the libellant, amounting in the whole to $74-75. It is not denied, that the expenses have been incurred, and paid by the owners; and the sole question is, whether they are to be borne by the owners of the Brig George, or by the libellant, there having been a suitable medicine chest and medical directions on board for the voyage, according to the requisitions of the act of Congress. The facts are, that the master of the brig died at St. Jago, of the yellow fever, and the mate upon his death, with the consent and approbation of the consignee and the American consul, assumed the command of the vessel. The mate was at this time ill with symptoms of the same disease; and, the vessel being at that time about to proceed to another port in Cuba to take in a part of her cargo, it was deemed the most prudent step for the mate to go on shore, both for his own relief and the safety of the crew; and that the vessel should proceed to the other port under the command of the pilot. She accordingly did so. proceed, and returned again to St. Jago after an absence of fourteen days. The libellant was then on the recovery, and resumed his station on board. But subsequently, when the vessel was about to depart for the United States, it was deemed most advisable by the libellant, and the consignees, that another person should be appointed master; and he was accordingly appointed, and the libellant |