Baker v. Wasson (59 Tex. 140, 1883)

Stayton, Associate Justice.—

This cause was before this court at a former term, and a general statement of it will be found in 53 Tex., 151.

On the last trial W. T. Wasson recovered a judgment against W. R. Baker and The Houston & Texas R. R. Co., for the value of the stock, and interest thereon at the rate of eight per cent, per annum from the time Baker asserted ownership on the books of the company.

The defendant Baker alone prosecutes this appeal, and, among other things, claims: 1st. That the petition states no cause of action against him. 2d. That the evidence does not warrant a judgment against him. Under the finding of the jury, there being evidence to support it, it must be held that at the time Shirley claimed to have bought the stock from W. B. Wasson, he had' no interest in it, and that it belonged to W. T. Wasson.

The averments of the petition show a good cause of action, and the fact that as against Baker, or even as against Moses Taylor, who, however, does not appear to have had any notice of W. T. Wasson’s •claim at the time he bought the stock from Shirley upon the faith of Baker’s letter, Wasson may have had the better right to the stpck, does not preclude him from abandoning his claim to the stock itself, and asserting his right to compensation therefor, against any persons who may have illegally converted the stock, or so beclouded the title to it as to make its recovery difficult, if nob impracticable.

At the time Moses Taylor bought the stock it stood upon the books of the company in the name of Baker, and he held the proper certificate to evidence his legal title to ten shares of stock, and as against the company, Taylor’s right, in, the absence of notice to him of Wasson’s right, and of Baker’s want of authority to issue the certificate of stock to himself, was complete to the stock.

If he had notice of Wasson’s claim at the time he bought the stock, even though it then stood in the name of Baker, his purchase •of Baker’s claim might have been disregarded by the company and a new certificate of stock issued to Wasson if he showed the better right.

It does not appear, however, that Taylor had any notice of the ■claim of Wasson, or of irregularities which preceded the issuance of stock to Baker, and this by the company, Baker and Shirley, was given as a reason why a new certificate for stock should issue directly to Taylor.

That certificate of stock was directed to issue at a stockholders’ meeting held on the 13th of May, 1873, which was after the institution of this suit; and in that meeting both Baker and Shirley participated.

That resolution evidenced the consent of the company, Baker and •Shirley, that the complete legal title to ten shares of the stock of the company should be placed in Moses Taylor, notwithstanding the admitted irregularities of the transfer, and this upon no other right than such as was derived from W. B. Wasson through the alleged ¡purchase by Shirley, and after full notice of the claim of W. T. Wasson.

The acts pleaded, which there was some evidence to sustain, amounted practically to a conversion of the stock by Baker and •Shirley, and was sufficient to maintain an action for the value of the .stock; and Baker could not be heard to say that if Wasson’s averments were true, then title to the stock was yet in Wasson, and he was therefore not injured.

■It was the duty of the company to keep unimpaired the title of ■the true owner to the stock originally issued to W. B. Wasson, by refusing to issue a new certificate of stock to any person not the owner of it, and a breach of that duty imposed liability to the true owner; and as was said upon the former appeal, if any person wrongfully combined with the company and procured the issuance