Opinion
31405.
DECIDED SEPTEMBER 21, 1946.
Complaint; from Reidsville City Court — Judge Hodges presiding. June 29, 1946.
Thomas L. Slappey, M. W. Eason, for plaintiff.
John P. Rabun, J. T. Grice, for defendant.
1. The owner and holder of a certificate of bank stock has the right to have the stock transferred to his name on the books of the corporation and the illegal refusal of the corporation, on proper demand, to make such transfer renders the corporation liable in damages to the owner of the stock.
( a) In such an action, the measure of damages is the value of the stock at the time of the demand and refusal.
2. The plaintiff's right of action accrued upon the illegal refusal of the officers of the bank to transfer the stock on its books to the name of the owner, and an action for damages filed within four years from that date was not barred by the statute of limitations.
3. The description in a conveyance of "all the assets" of an insolvent bank, "as of this date," is sufficient to convey the title to a certificate of stock in another bank, which was signed in blank by the person to whom issued and held by the insolvent bank among its assets, which certificate was delivered to the purchaser along with the other assets of said insolvent bank.
4. The plaintiff's petition set out a cause of action and the trial judge erred in sustaining the defendant's general demurrer thereto and in dismissing the action.
DECIDED SEPTEMBER 21, 1946.
Mrs. Hazel Townsend filed her action in the City Court of Reidsville, on November 17, 1945, against the Tattnall Bank, alleging that she was the owner of Stock Certificate No. 134 of said bank covering five shares of its capital stock, she having acquired title to same from H. H. Bell, who bought it from the Superintendent of Bank of Georgia, who acquired title to it as liquidating agent for the Toombs County Bank, on December 20, 1932, said bank having been taken over by the Superintendent of Banks for liquidation on December 30, 1930. She further alleged that said certificate of stock was held by said Toombs County Bank at the time it was closed, as security for certain indebtedness of J. S. Alexander and that on December 21, 1932, Alexander surrendered his title to said bank in extinguishment of his debt and that the Toombs County Bank acquired complete title to it on that date. She alleged that she had presented her certificate to the defendant and demanded a transfer of it to her on the books of the bank and also demanded that said bank pay her all dividends on said five shares of stock since December 30, 1930; and that the defendant refused to make said transfer and to pay her any dividends. Upon refusal by the defendant to do as plaintiff requested, the plaintiff filed suit against the defendant for the value of the said five shares of stock, alleged to be of the value of $800, and also for all dividends on the same since December 30, 1930.
To this petition the defendant filed its general demurrer, setting forth that no cause of action was alleged in plaintiff's petition against defendant, but that if there had ever been one, it was barred by the statute of limitations as shown by the allegations of the petition. The court sustained this general demurrer and dismissed the plaintiff's action, and the plaintiff excepted to that judgment.
According to the allegations of the petition, the plaintiff was the owner and holder of five shares of the capital stock of the Tattnall Bank, as evidenced by stock certificate No. 134, which was originally issued to J. S. Alexander and which was purchased by and transferred to the plaintiff on December 1, 1942. This stock certificate contained this statement: "Transferable only on the books of the said Bank, in person or by attorney, on the surrender of this certificate properly endorsed." It appears from the petition that the plaintiff in person and by her attorney presented this stock certificate to the president and cashier of the defendant bank, on December 21, 1942, and demanded a transfer of said stock to her on the books of the bank and also demanded that the bank pay her the dividends on this stock. The defendant refused to transfer said stock on the books of the bank to the plaintiff and refused the plaintiff's demand. Thereafter, on November 17, 1945, the plaintiff filed this suit for damages for the alleged value of said five shares of bank stock and for the dividends and interest thereon.
The trial judge erred in sustaining the defendant's general demurrer to the plaintiff's petition and in dismissing the action. The owner and holder of a certificate of bank stock has the right to have the stock transferred into his or her name on the books of the corporation and the illegal refusal of the corporation, on proper demand, to make such transfer renders the corporation liable in damages to the owner of the stock, and the measure of such damages is the value of the stock at the time of the demand and refusal. Hilton v. Sylvania c. R. Co., 8 Ga. App. 10 ( 68 S.E. 746); Bank of Norwood v. Ray, 21 Ga. App. 620 ( 94 S.E. 819); Citizens Bank of Maxeys v. Bank of Penfield, 24 Ga. App. 435 ( 101 S.E. 203); Bank of Culloden v. Bank of Forsyth, 120 Ga. 575 ( 48 S.E. 226, 102 Am. St. R. 115).
The contention of the defendant that the action was barred by the statute of limitations can not be sustained. The plaintiff's right of action accrued upon the refusal of the officers of the bank to make the transfer of the stock to the plaintiff on the books of said bank. This refusal to transfer the stock upon proper demand constituted a conversion of the stock by the bank ( Hilton v. Sylvania Girard R. Co., supra); and the plaintiff had the right under the law to bring her action for damages at any time within four years from that date. Code, § 3-1003. The date of the demand for, and refusal to transfer the stock was December 21, 1942, and the plaintiff's suit was filed on November 17, 1945, which was well within the four-year period provided by law for the filing of such a suit.
Under the allegations of the petition, the plaintiff would also be entitled to recover any dividends that may have accrued on the five shares of bank stock since the date of the demand for the transfer of said stock on the books of the bank, this, so far as the petition shows, being the first notice to the bank that the plaintiff was the owner and holder of said stock.
The contention of the defendant in error, that the conveyance of title for the bank stock as set forth in plaintiff's petition is insufficient as a basis for the present suit so as to authorize a recovery for the plaintiff, is also without merit. This bank stock composed part of the assets of the Toombs County Bank, which had been closed and was in the hands of the Superintendent of Banks, and said bank stock was sold by the Superintendent of Banks, by virtue of an order of the judge of the superior court to H. H. Bell, the description of the property as contained in the conveyance being: "All of the assets of said Toombs County Bank, with the exception of cash on hand in bank, as of this date." And the sale of the same assets was made on the following day, December 1, 1942, by H. H. Bell to Mrs. Hazel Townsend, the plaintiff, and said stock was included in such assets and delivered to the plaintiff, the transfer on the certificate of bank stock being signed in blank by J. S. Alexander, the person to whom it was issued. This description was sufficient under the rulings made in Bennett v. Green, 156 Ga. 572 ( 119 S.E. 620). It was there said, among other things, that: "A general description of this kind is tantamount to a specific description of each unit composing the whole. So when a grantor conveys all of his property, or all of his property of a particular kind, the description embraces each specific item of the whole or kinds of property conveyed. The description in this security deed, of all the machinery, equipment, stock in trade, and all other assets of the said Chatham Mfg. Co.' embraces all the machinery, equipment, stock in trade, and all other assets of said company, and is sufficient."
The plaintiff's petition set out a cause of action, and the trial judge erred in sustaining the defendant's general demurrer and in dismissing the action.
Judgment reversed. Felton and Parker, JJ., concur.