but little experience in stock matters, and was without any knowledge that Hoovler intended to sell or pledge said stock.
Conclusions of Law.
First. The transfer of the certificates of stock described in the foregoing findings of fact was made on forged powers of attorney.
Second. Plaintiff is not estopped, under the facts, from asserting ownership to the certificates of stock in issue in this case.
Third. Plaintiff is entitled to a judgment in her favor, with costs.
Defendant, the Union Trust Company of Donora, contends that the issue as to the title of the stock in question should be decided in its favor by virtue of section 9 of the Uniform Stock Transfer Act 1911, of Pennsylvania (15 PS § 301 et seq.). Sections 1 and 9 of said act (15 PS §§ 301, 309) read as follows:
That "title to a certificate and to the shares represented hereby can be transferred only --
"(a.) By delivery of the certificate, indorsed either in blank or to a specified person, by the person appearing by the certificate to be the owner of the shares represented thereby, or
"(b.) By a delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person."
Section 9: "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."
Section 9 is of no avail to the bank, for the reason that plaintiff, in delivering the certificates of stock to Hoovler, did not do so "with intent to transfer such certificate or shares."
The bank contends that plaintiff is estopped, under the facts of this case, from asserting title against it. This contention cannot be sustained. Western Union Telegraph Co. v. Davenport, 97 U.S. 369, 373, 24 L. Ed. 1047; 54 A.L.R. 353, Note, and Fearon v. Creely, 2 Wkly. Notes Cas. (Pa.) 363.
In Western Union Telegraph Co. v. Davenport, supra, the Supreme Court, in speaking of an estoppel as against a corporation under somewhat similar facts to those which exist in this case, said: "To create an estoppel against them, there must have been some act or declaration indicating an authorization of the use of their names, by which the company was misled, or a subsequent approval of their use by acceptance of the moneys received with knowledge of the transfer. No act or declaration is mentioned, either of the guardian or her children, which tends in the slightest degree to show that any assent was given to the use of their names."
The bank also invokes the rule "that where one of two innocent persons must suffer by the acts of a third, he who has enabled such third person to occasion the loss, must sustain it." This contention cannot prevail in a case of forgery. See the above references; also National Safe Deposit Co. v. Hibbs, 229 U.S. 391, 33 S. Ct. 818, 57 L. Ed. 1241, and Pennsylvania Co. v. Franklin Fire Insurance Co., 181 Pa. 40, 37 A. 191, 37 L.R.A. 780.
Let an order be prepared directing the entry of judgment in favor of the plaintiff in accordance with the foregoing findings of fact, conclusions of law, and this opinion.
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