Woods, Slaybeck & Co. v. Rocchi

Plis Plonor Judge Walter FI. Rogers delivered the following dissenting opinion; Article 3, Section 3 of the charter of the Insurance Association, declares: “Transfers of stock shall be made on the books of the association, at its office in the city of New Orleans, only, on demand of the legal holder thereof and on rendering a certificate; but not while any matured indebtedness to the association exists on the part of the holder.” From this provision results a condition which is attached to the shares of stock, as a species of property which on thus acquires its critality in title. It is not a question of privilege or pledge given the corporation to secure an indebtedness due by a member, but it is a part of the agreement between the stockholders, the corporation and the community, a designation of the quality of the particular property, for the act of incorporation is a public act and required to be recorded in the mortgage office, to the end that all persons may be informed of its existence and purposes. I do not consider therefore that there is in the provisions of the charter of the company anything repugnant to law. The stock is subject to claims of creditors, it is not out of commerce, but it is property of a particular and well understood character, as such only can it be affected either by the act of the stockholder himself or by his creditors—Succession Walsh 9 La. Ann. 544 quoting 8 Serge & Rawles 73. I think the judgment of the district court should be reversed. The judges still adhering to their decisions.