classification acts, the presumption must be that the local acts are intended to be repealed'. Commonwealth ex rel. v. Brown, 210 Pa. 29, 59 A. 479, 482; Commonwealth v. Moore [255 Pa. 402, 100 A. 260], supra. * * *
"'A subsequent statute, revising the whole subject-matter of the former one, and evidently intended as a substitute for it, although it contains no express words to that effect, must, in [accordance with] the principles of law, as well as in reason and common sense, operate to repeal the former.' Rhoads v. Hoernerstown Bldg. & Sav. Ass'n, 82 Pa. 180, cited with approval in Fort Pitt Bldg. & Loan Ass'n v. Model Plan Bldg. & Loan Ass'n, 159 Pa. 308, 28 A. 215. * * *" Bosack v. Schuylkill County, supra [311 Pa. 157, 165 A. 394].
The manifest legislative intent that the Uniform Fiduciaries Act shall be of universal application, notwithstanding the earlier act or acts, apparent in Sections 13 and 15, under the Pennsylvania decisions, operate to make effective and controlling in this situation Section 3 of the Act of 1923.
"The act of 1929 establishes a mandatory system; furthermore, the expression 'all acts or parts of acts inconsistent herewith are hereby repealed,' as contained in the present statute or in any general enactment, shows a legislative intent to repeal a local law to the extent of the inconsistency. Commonwealth v. Moore, 255 Pa. 402, 408, 100 A.260." Commonwealth ex rel. v. Matthews, supra [303 Pa. 163, 154 A. 362].
The Uniform Fiduciaries Act protects the corporation in issuing new stock unless it has "actual knowledge that the fiduciary is committing a breach of his obligation as fiduciary in making the transfer or with knowledge of such facts that the action in registering the transfer amounts to bad faith." In the instant case the defendant corporation received a copy of the will (which disclosed the ten-year trust provision) when the first unsuccessful attempt was made to transfer the stock in October, 1934. At that time it also received the tax papers which undoubtedly disclosed the date of death (page 7, notes of testimony). It again received a copy of the will and a certificate of the appointment of Edwin C. Burbank as trustee under the will when the transfer was requested (and made) on December 18, 1934. The certificate of appointment was dated November 19, 1930, and disclosed that the will was probated on March 12, 1930. Nevertheless the defendant maintains that it had no notice of the date of the testatrix's death and therefore had no knowledge that the trustee was violating his trust.
Such a contention is utterly specious and without merit. The fact that the will was probated in March, 1930, and that the trustee, Edwin C. Burbank, was appointed in November, 1930, is dispositive of the defendant's contention. Wills are normally probated within a few months after the decease of the testator or testatrix. It is a general rule that whatever puts a party on inquiry amounts in judgment of law to notice, provided that the inquiry becomes a duty and would lead to a knowledge of the facts by the exercise of ordinary intelligence and understanding. Hottenstein v. Lerch, 104 Pa. 454; 46 Corpus Juris 543. Clearly in this case a warning flag had been waved before the defendant and it had a duty to protect its stockholders by making further inquiry.
Conclusions of Law
1. Edwin C. Burbank, trustee under paragraph 6 of the will of Susan L. Thompson, had no authority to transfer twenty shares of stock in the defendant company to any person other than to his successor trustee, the plaintiff herein, at any time prior to February 2, 1940 (ten years from the death of the testatrix).
2. The defendant was put on notice that Edwin C. Burbank, trustee under the will of Susan L. Thompson, had no authority to make the transfer prior to the expiration of ten years from the date of the decease of the testatrix, Susan L. Thompson, which occurred on February 2, 1930.
3. The defendant wrongfully and improperly transferred the twenty shares of stock represented by certificate Number A 9803 to Weston & Co. (in December, 1934).
4. The plaintiff is entitled to the relief prayed for.
Counsel is directed to prepare a decree.
© 1992-2004 VersusLaw Inc.