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Rescission of transfer.

Subsequent transfer not invalidated.

Delivery of unindorsed certificate.

(b) Has revoked the delivery of the certificate, or the authority given by the indorsement or delivery of the certifi cate, or

(c) Has died or become legally incapacitated after the indorsement whether before or after the delivery of the certificate, or


Has received no consideration.

SEC. 7. (Rescission of transfer.) If the indorsement or delivery of a certificate,

(a) Was procured by fraud or duress, or

(b) Was made under such mistake as to make the indorsement or delivery inequitable; or, if the delivery of a certificate was made


Without authority from the owner, or

(d) After the owner's death or legal incapacity, the possession of the certificate may be reclaimed and the transfer thereof rescinded, unless:

(1) The certificate has been transferred to a purchaser for value in good faith without notice of any facts making the transfer wrongful; or,

(2) The injured person has elected to waive the injury, or has been guilty of laches in endeavoring to enforce his rights.

Any court of appropriate jurisdiction may enforce specifically such right to reclaim the possession of the certificate or to rescind the transfer thereof and, pending litigation, may enjoin the further transfer of the certificate or impound it.

SEC. 8. (Rescission of transfer of certificate does not invalidate subsequent transfer by transferee in possession.) Although the transfer of a certificate or of shares represented thereby has been rescinded or set aside, nevertheless, if the transferee has possession of the certificate or of a new certificate representing part or the whole of the same shares of stock, a subsequent transfer of such certificate by the transferee, mediately or immediately, to a purchaser for value in good faith, without notice of any facts making the transfer wrongful, shall give such purchaser an indefeasible right to the certificate and the shares represented thereby.

SEC. 9. (Delivery of unindorsed certificate imposes obligation to indorse.) The delivery of a certificate by the person appearing by the certificate to be the owner thereof without the indorsement requisite for the transfer of the certificate and the shares represented thereby, but with intent to transfer such certificate or shares shall impose an obligation, in the absence of an agreement to the contrary, upon the person so delivering, to complete the transfer by making the necessary indorsement. The transfer shall take effect as of the time when the indorsement is actually made. This obligation may be specifically enforced.

title to certifi

SEC. 10. (Ineffectual attempt to transfer amounts to a Transfer of promise to transfer.) An attempted transfer of title to a cate without certificate or to the shares represented thereby without de- delivery. livery of the certificate shall have the effect of a promise to transfer and the obligation, if any, imposed by such promise shall be determined by the law governing the formation and performance of contracts.

cate, warran

SEC. 11. (Warranties on sale of certificate.) A person Sale of certifiwho for value transfers a certificate, including one who as ties.' signs for value a claim secured by a certificate, unless a con

trary intention appears, warrants:

(a) That the certificate is genuine,

(b) That he has a legal right to transfer it, and

(c) That he has no knowledge of any fact which would impair the validity of the certificate.

In case of an assignment of a claim secured by a certificate, the liability of the assignor upon such warranty shall not exceed the amount of the claim.

SEC. 12.

when not im


(No warranty implied from accepting payment Warranty, of a debt.) A mortgagee, pledgee, or other holder for security of a certificate who in good faith demands or receives payment of the debt for which such certificate is security, whether from a party to a draft drawn for such debt, or from any other person, shall not by so doing be deemed to represent or to warrant the genuineness of such certificate, or the value of the shares represented thereby.

etc., upon

SEC. 13. (No attachment or levy upon shares unless cer- Attachment, tificate surrendered or transfer enjoined.) No attachment or shares. levy upon shares of stock for which a certificate is outstanding shall be valid until such certificate be actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by the holder be enjoined. Except where a certificate is lost or destroyed, such corporation shall not be compelled to issue a new certificate for the stock until the old certificate is surrendered to it.


SEC. 14. (Creditor's remedies to reach certificate.) A cred- Creditor's itor whose debtor is the owner of a certificate shall be entitled to such aid from courts of appropriate jurisdiction, by injunction and otherwise, in attaching such certificate or in satisfying the claim by means thereof as is allowed at law or in equity in regard to property which can not readily be attached or levied by ordinary legal process.


SEC. 15. (There shall be no lien or restriction unless indi- When no lien, cated on certificate.) There shall be no lien issued by such corporation upon the shares represented by a certificate is sued by such corporation and there shall be no restriction upon the transfer of shares so represented by virtue of any by-law of such corporation, or otherwise, unless the right of the corporation to such lien or the restriction is stated upon the certificate.

Alteration does not

divest title.

When certificate lost, etc.

Rules governing other


Interpretation of act, what to effectuate.

Indorsement defined

Owner of certificate.

SEC. 16. (Alteration of certificate does not divest title to shares.) The alteration of a certificate, whether fraudulent or not and by whomsoever made, shall not deprive the owner of his title to the certificate and the shares originally represented thereby, and the transfer of such a certificate shall convey to the transferee a good title to such a certificate and to the shares originally represented thereby.

SEC. 17. (Lost or destroyed certificate.) Where a certificate has been lost or destroyed, a court of competent jurisdiction may order the issue of a new certificate therefor on service of process upon the corporation and on reasonable notice by publication, and in any other way which the court may direct, to all persons interested, and upon satisfactory proof of such loss or destruction and upon the giving of a bond with sufficient surety to be approved by the court to protect the corporation or any person injured by the issue of the new certificate from any liability or expense, which it or they may incur by reason of the original certificate remaining outstanding. The court may also in its discretion order the payment of the corporation's reasonable costs and counsel fees. The issue of a new certificate under an order of the court as provided in this section, shall not relieve the corporation from liability in damages to a person to whom the original certificate has been or shall be transferred for value without notice of the proceedings or of the issuance of the new certificate.

SEC. 18. (Rule for cases not provided for by this act.) In any case not provided for by this act, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent, executors, administrators and trustees, and to the effect of fraud, misrepresentation, duress or coercion, mistake, bankruptcy, or other invalidating cause, shall govern.

SEC. 19. (Interpretation shall give effect to purpose of uniformity.) This act shall be so interpreted and construed as to effectuate its general purpose to make uniform the law of those states which enact it.

SEC. 20. (Definition of indorsement.) A certificate is indorsed when an assignment or a power of attorney to sell, assign, or transfer the certificate or the shares represented thereby, is written on the certificate and signed by the person appearing by the certificate to be the owner of the shares represented thereby or when the signature of such person is written without more upon the back of the certificate. In any of such cases a certificate is indorsed though it has not been delivered.

SEC. 21. (Definition of person appearing to be the owner of certificate.) The person to whom a certificate was originally issued is the person appearing by the certificate to be the owner thereof, and of the shares represented thereby, until and unless he indorses such certificate to another speci

fied person, and thereupon such other specified person is the person appearing by the certificate to be the owner thereof until and unless he also indorses the certificate to another specified person. Subsequent special indorsements may be made with like effect.

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(1) In this act unless the context or subject matter otherwise requires,

"Certificate" means a certificate of stock in a corporation organized under the laws of this State or of another state whose laws are consistent with this act.

"Delivery" means voluntary transfer of possession from one person to another.

"Person" includes a corporation or partnership or two or more persons having a joint or common interest.

"To purchase" includes to take as mortgagee or as pledgee. "Purchaser" includes mortgagee and pledgee.

"Shares" means a share or shares of stock in a corporation organized under the laws of this State or of another state whose laws are consistent with this act.

"State" includes state, territory, district, and insular pos sessions of the United States.

"Transfer" means transfer of legal title.

"Title" means legal title and does not include a merely equitable or beneficial ownership or interest.

"Value" is any consideration sufficient to support a simple contract. An antecedent or pre-existing obligation, whether for money or not, constitutes value where a certificate is taken either in satisfaction thereof or as security therefor.

A thing is done "in good faith" within the meaning of this act, when it is in fact done honestly, whether it be done negligently or not.

SEC. 23. (Act does not apply to existing certificates.) The provisions of this act apply only to certificates issued after the taking effect of this act.

SEC. 24. (Inconsistent legislation repealed.)

All acts or

parts of acts inconsistent with this act are hereby repealed. SEC. 25. This act may be cited as the uniform stock transfer act.

Approved April 22, 1913.

[No. 107.]

AN ACT to regulate the packing for shipment and sale of table grapes, and providing penalties for violation thereof.

The People of the State of Michigan enact:

grapes, ship

SECTION 1. No grapes that are not ripe, or are the fruit of Unripe, etc., unhealthy vines, or are for any reason unhealthy or in a state ment of. of decay shall be packed for shipment by any grower, packer

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or shipper in any package or basket of less than sixteen pounds capacity.

SEC. 2. Any person or persons found guilty of violating any of the provisions of this act, in any court of competent jurisdiction, shall be deemed guilty of a misdemeanor and shall be punished by a fine of not less than ten dollars nor more than one hundred dollars, or by imprisonment in the county jail for not less than ten days nor more than ninety days, or by both such fine and imprisonment in the discretion of the court.

SEC. 3. It shall be the duty of the State Dairy and Food Commissioner, his deputies and assistants, to enforce the provisions of this act.

Approved April 22, 1913.

Wild animals,
etc., unlawful
to hunt, etc.,

Proviso, fur-bearing animals.

Further proviso.

License, how procured, fee,


[No. 108.]

AN ACT to license and regulate the hunting, pursuing and killing of wild animals or wild birds protected by the laws of this State, except deer and fur-bearing animals.

The People of the State of Michigan enact:

SECTION 1. It shall be unlawful for any person to hunt for, kill, pursue or take in any manner any of the wild animals or wild birds protected by the laws of this State, without first obtaining a license to do so under the provisions of this act. For the purpose of this act wild animals and wild birds shall be construed to mean all of the animals or birds designated as game animals and game birds by the laws of this State, except deer and fur-bearing animals, which shall not come under the provisions of this act: Provided, That for the purpose of this act fur-bearing animals. shall be all animals which are designated as fur-bearing animals by the laws of this State: Provided further, That the provisions of this section shall not apply to residents of this State and their minor children or employes when hunting upon their own lands, nor to any person while hunting within the county in which he actually resides.

SEC. 2. Any person seventeen years of age or over may procure a license by filing his affidavit or affidavits with the county clerk, or any of his deputies, of the county of which the applicant is a resident, or the State Game, Fish and Forestry Warden of Michigan, stating his name, nationality, age, height, weight, place of residence, postoffice address, color of his hair and eyes and the fact as to whether he can or cannot write his own name, and paying to the person to

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