§ 3733. § 3734. - - Recovery of dividends unlawfully paid-In general. - Effect of stockholder's good faith. Right of creditors as affected by time when they became such. - Effect of statutory liability of directors. - Jurisdiction and procedure. Statute of limitations. § 3755. Right to share in surplus after payment of preferred dividends. $3756. Rights of transferees. § 3757. Remedies in respect to dividends. § 3758. In general. XVIII. THE RIGHT TO TRANSFER SHARES §3759. Restrictions in the charter or general law. $3760. By-laws restricting transfers. § 3761. Agreements in restraint of the right to transfer-In general. § 3762. Agreements giving corporation or other stockholders prior right to purchase. § 3763. Restrictions in stock certificates. § 3764. Transfers to or by directors or other officers. § 3765. Transfers to other corporations. § 3766. Transfers after dissolution of the corporation or pending liquidation. $ 3767. Scope of subdivision. § 3768. General principles. XIX. EFFECT OF TRANSFER § 3769. Liability for calls-General rules. $ 3770. § 3771. Charter or statutory provisions. - Stock issued as full paid; watered or fictitiously paid up stock. $ 3772. - Defenses available to transferee. $ 3773. Assessments beyond the amount of the shares. $3774. Action for conversion of stock. § 3775. Right to complain of issue of watered or fictitiously paid up stock. § 3776. Assignment in bankruptcy. $ 3777. Conflict of laws. § 3778. Effect of pending judicial proceedings; lis pendens. XX. NEGOTIABILITY OF STOCK CERTIFICATES AND TITLE OF BONA FIDE TRANSFEREES § 3779. General rules. § 3780. Custom or usage. § 3781. Quasi negotiability; estoppel. § 3782. Statutory provisions. § 3783. Bona fide purchasers. XXI. MODES OF TRANSFERRING SHARES; REGISTRATION § 3784. General principles. § 3785. Necessity for delivery. § 3786. Delivery of certificate without indorsement or assignment. § 3787. Recording or filing in public office. $3788. Necessity for complying with statutory provisions; waiver. § 3789. Transfer on the books of the corporation-General principles. $ 3790. Recitals in stock certificates. § 3791. Mode of procuring transfer on books, and sufficiency of transfer-In general. § 3792. - Upon whom demand for registration should be made. § 3793. Issue of certificate to transferee, and surrender of old certificate. XXII. EFFECT OF UNREGISTERED TRANSFERS § 3794. Effect of unregistered transfers as between the parties-General rule. Nature of transferee's title. § 3795. § 3796. § 3797. Rights and liabilities as between registered and actual owner-In general. As to dividends, calls and assessments. $ 3798. Effect of unregistered transfers as against the corporation-General rule. - Right to vote. § 3799. § 3803. — Right of corporation to set off dividend against debt of transferrer. § 3804. Distribution of assets. § 3805. - Suit by transferee to set aside ultra vires transactions, or redress injuries to corporation. § 3806. § 3807. - Lien of corporation; rights as a creditor. Liability of corporation for registering fraudulent or unauthorized transfer. § 3810. Effect of unregistered transfer as against corporate creditors. § 3811. Effect of unregistered transfer as against creditors of apparent owner General rules. § 3815. Effect of unregistered transfers as against purchasers or pledgees from apparent owners. XXIII. REFUSAL TO RECOGNIZE AND REGISTER TRANSFERS § 3816. Right to transfer and duty to make it. § 3817. Remedies for refusal to transfer-Suit in equity to compel transfer. § 3823. Refusal must be wrongful-In general. § 3824. — Effect of conflicting claims to same stock. Right to inquire into validity of transfer as between the parties. - Motive in transferring shares. § 3825. § 3826. § 3827. § 3828. Where stock is held in a fiduciary capacity. § 3829. Right to require production and surrender of old certificate. XXIV. FORGED AND UNAUTHORIZED TRANSFERS, AND TRANSFERS IN BREACH OF TRUST 3830. Duty of corporation with respect to transfers. §3831. Good faith and absence of negligence on the part of the corporation. § 3832. Failure to require surrender of original certificate. §3833. Transfer under decree of court. §3834. Title of transferee. §3835. Transfers by persons under legal disability. §3836. Unauthorized or fraudulent transfers by agents. § 3837. Unauthorized or fraudulent transfers by trustees-Rights and liabilities of transferee. § 3840. Unauthorized or fraudulent transfers by executors or administratorsRights and liabilities of transferees. § 3842. Unauthorized or fraudulent transfers by guardians. § 3843. Remedies of owner against corporation. § 3844. Liability of corporation to holder of prior equitable title. § 3845. Liability of transferee to true owner. § 3846. Liability of transferee to corporation. § 3847. Liability of corporation to transferee. § 3848. Rights and liabilities of purchaser of new certificate. § 3849. Liability of person selling stock as broker or agent. $3850. Liability of bailee for conversion. $3851. Liability of vendor for conversion after sale. § 3852. Liability of witnesses. § 3853. Estoppel of true owner to assert title as against transferee-In general. § 3854. § 3855. § 3856. Purchasers or pledgees with notice. - Effect of nonregistration of transfer to apparent owner. Negligence of guardian as affecting ward. XXV. CONTRACTS FOR THE SALE OF SHARES § 3857. Formation and validity of contract in general. § 3859. Oral contracts; statute of frauds-Necessity for writing. § 3862. Effect of fraud and false representations-Scope of subdivision. § 3864. — Representations as to corporate property and assets. § 3865. § 3866. § 3867. Representations as to financial condition of the corporation. - Representations as to dividends. - Representations as to capital stock. § 3885. Construction of contract in general. § 3886. Admissibility of parol evidence. § 3887. Executed and executory contracts; when title passes. § 3888. Conditions precedent and subsequent. § 3889. Warranties, guaranties and special stipulations-Express warranties. - Implied warranties. § 3890. § 3891. § 3892. Agreements by seller to repurchase or giving him option to do so, and the like. - Guaranties and agreements by third persons. § 3893. Performance and breach generally. § 3894. Payment. $3895. Tender and demand. § 3896. Rescission of contract-Right to rescind in general. § 3897. Limitations on the right to rescind. § 3898. Remedies for breach of the contract-In general. § 3899. Specific performance-General principles. § 3900. § 3901. Right as affected by nature, validity and purpose of contract. - Necessity for mutuality of remedy. XXVI. PLEDGES, MORTGAGES AND LEASES OF STOCK § 3902. Shares of stock may be pledged. § 3903. Nature, essentials and validity of contract of pledge generally. § 3904. Pledges, mortgages and sales distinguished. § 3905. Necessity for and sufficiency of delivery and possession. § 3906. Effect of parting with possession. $3907. Necessity for registration. $3908. Scope of lien. § 3909. Effect of pledge on title and rights of pledgor. § 3910. Title and rights of pledgee-In general. Right to transfer of stock on corporate books. Right to use pledged stock. Negligence or misconduct in use or care of stock. - Right to sue to preserve security or for damages. - Effect of death of pledgor. - Title or lien of pledgee as against third persons-In general. Marshaling securities. § 3920. Relative rights of pledgor and pledgee as stockholders. $ 3921. Liability of pledgee as stockholder. § 3922. Rights and remedies on default-In general. § 3934. Effect of sale or foreclosure; surplus or deficiency. § 3935. § 3936. § 3937. § 3938. § 3939. § 3940. § 3941. § 3942. - Right to sue on debt without foreclosure. Redemption-Right to redeem. Subrogation. $3943. Remedies of pledgor for conversion or breach of contract. § 3944. Mortgage of shares of stock. § 3945. Leases of stock. |