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Yost, 128 N. Y. 387. And in Pirie v. Stern, 97 Wis. 150, 65 Am. St. Rep. 103, it was held that a power authorizing a confession of judgment "in any court of record" could be executed in any state in the Union, disapproving, as does also the court in Michigan in First Nat. Bank v. Garland, 109 Mich. 515, 63 Am. St. Rep. 597, the cases in Obio and Tennessee on which the defendant relies. In Blanck v. Medley, 63 Ill. App. 211, it was held that a warrant of attorney authorizing "any attorney of any court of record" to confess judgment could be executed by an attorney in partnership with the attorney who signed the declaration for the holder of the note: See, also, Mikeska v. Blum, 63 Tex. 44.

581 We think, therefore, that the judgment must be regarded as rendered by consent of the defendant, that it was such a judgment as the court which rendered it had jurisdiction to render, and that it is entitled to full faith and credit.

Judgment for the plaintiff.

JUDGMENT BY CONFESSION-WARRANT OF ATTORNEY"FAITH AND CREDIT."-A judgment on a promissory note, entered in one state by confession under a warrant of attorney, is valid in a sister state: Kitchen v. Bellefontaine Nat. Bank, 53 Kan. 242, 42 Am. St. Rep. 282; note to Pirie v. Stern, 65 Am. St. Rep. 106. Under the constitution of the United States, the judgment of a sister state must be accorded in this state the same "faith and credit" which it has in the state where it was rendered: Crumlish v. Central Imp. Co., 38 W. Va. 390, 45 Am. St. Rep. 872. That there may be a confession of judgment in one state upon a power of at torney executed in another, see Pirie v. Stern, 97 Wis. 150, 65 Am. St. Rep. 103.

JUDGMENTS OF SISTER STATES-PRESUMPTION OF JUR. ISDICTION.-In the absence of contradictory evidence there is a legal presumption in favor of the jurisdiction of a court of record of another state which has assumed jurisdiction over the subject matter in controversy between parties residing there: Note to Kelley v. Kelley, 42 Am. St. Rep. 398.

די

CASES

IN THE

SUPREME COURT

MINNESOTA.

DORR v. LIFE INSURANCE CLEARING COMPANY.

[71 MINNESOTA, 38.]

CORPORATIONS-STATUTORY LIEN ON STOCK.-When, by general law, a lien is given to a corporation upon the stock of a stockholder in the corporation for his indebtedness to it, that lien is valid and enforceable against all the world, unless it has been waived, surrendered, or lost in some sufficient manner.

CORPORATIONS-ASSIGNMENT

OF STOCK-EFFECT ON LIEN OF THE CORPORATION.-An assignment or sale of corporation stock, to a person ignorant of a statutory lien thereon held by the corporation, will not discharge the lien.

CORPORATIONS-NOTICE-KNOWLEDGE OF PRESIDENT.-A corporation cannot be charged with the knowledge of its president, when such knowledge was obtained before he became president, or when he is acting in his own interest and behalf.

William G. White, for the appellant.

Munn & Thygeson, for the respondent.

39 COLLINS, J. This was an action to establish a lien claimed by plaintiff upon twenty-nine shares of defendant's capital stock, the certificates therefor having been executed, issued, and delivered to one Russell R. Dorr as an original subscriber for stock shares in defendant corporation. It was plaintiff's claim that Dorr had pledged these stock shares to her to secure an indebtedness for money borrowed with which to pay for them when issued. The defendant corporation asserted a lien upon the shares, alleged to be superior and paramount, for and on account of an indebtedness due to it from Dorr arising out of his failure to pay for his stock shares. The cause was tried below with that of St. Paul Nat. Bank v. Life

Ins. etc. Co., 71 Minn. 123, in which the same kind of relief was demanded, and is closely connected with it, although the facts here are much less complicated.

From the findings it appears that, prior to the incorporation of defendant, Dorr borrowed three thousand dollars of plaintiff for the purpose of paying for stock shares then subscribed for, agreeing to secure the loan by pledging the shares so paid for as collateral security. After the incorporation he made an arrangement with the defendant by which it agreed to accept his notes, secured by real estate mortgages, in part or in full payment for these and other stock shares, but, to evade the statutory regulation requiring payment in cash, defendant, by its board of directors, voted a nominal loan to Dorr for the amount of his notes. This part of the transaction was in form, but not in fact, a loan to Dorr. Defendant then accepted the notes and mortgages and issued and delivered to Dorr the certificates, three in number, representing the twenty-nine shares of stock, and he, in accordance with his agreement with plaintiff, assigned and delivered the same to her as collateral security. Until shortly prior to the commencement of this action, defendant corporation had no notice or knowledge of this transaction between plaintiff and Dorr. Later, under some arrangement for reducing defendant's capital stock, Dorr returned these three certificates for surrender and cancellation. In lieu thereof another 40 certificate for a less number of shares was executed by defendant to Dorr, and issued and delivered to one William R. Dorr, acting as agent for plaintiff and Russell R. Dorr. This certificate was accepted in lieu of the others. At the time of this transaction defendant had no notice or knowledge of plaintiff's interest in these stock shares, or that the same had been assigned to her, or that Wiliam R. Dorr was acting as her agent in the matter. Dorr defaulted in the payment of his notes secured by the mortgages, and this action was the immediate result of defendant's attempt to foreclose its alleged lien by a sale of the stock shares at public auction.

Four points are made in the brief of counsel for plaintiff (appellant): 1. That the stock in question was "full paid," whatever that may mean; 2. That as between plaintiff and defendant the latter had allowed the former to believe that the stock shares were fully paid for, and is now estopped from asserting a claim that they were not; 3. That, if defendant ever had any lien upon these stock shares, it has been waived as to plaintiff;

and 4. That as Dorr, who became president of defendant corporation at its organization, had knowledge of the entire affair with plaintiff, his knowledge must be imputed to defendant, and the findings in respect to its want of notice or knowledge until just prior to the commencement of this action were therefore unsupported by the evidence.

We need not take up these points in detail. The General Statutes of 1894, section 2799, provides that the stock of a corporation of this character shall be transferable only on the books of the corporation in such form as the directors prescribe, and that the "corporation shall at all times have a lien upon the stock or property of its members invested therein, for all the debts due from them to such corporation, which may be enforced" by sale.

There was no controversy over the fact that Dorr had not paid his notes, and, with this admitted, it is obvious that he was indebted to the defendant, for which indebtedness it had the right to enforce the statutory lien. The statute is notice to everyone of the right of a corporation to a superior and paramount lien on stock shares for the indebtedness of a stockholder. Its operation 41 is very comprehensive. The assignee or pledgee of the stock takes it subject to the statutory right of the corporation. He cannot acquire any greater rights than had the stockholder himself.

When, by general law, a lien is given to a corporation upon the stock of a stockholder in the corporation for his indebtedness to it, that lien is valid and enforceable against all the world, unless it has been waived, surrendered, or lost in some sufficient manner. An assignment or sale of the stock to a person ignorant of the lien will not discharge it. The authorities seem to be uniform upon this subject: Cook on Stock and Stockholders, sec. 532; 23 Am. & Eng. Ency. of Law, 695, and cases cited in notes. See, also Schmidt v. Hennepin etc. Co., 35 Minn. 511.

There was no waiver, or surrender, or loss of this lien shown in this case. The findings as to defendant's want or lack of notice or knowledge of the transaction between plaintiff and Dorr were fully sustained by the evidence, and, with these findings unassailable, there is nothing left of the contention of counsel as to the remaining points.

Even if it should be held that notice or knowledge of the transaction between Dorr and plaintiff, whereby he secured the

loan upon a promise to pledge the stock shares subscribed as collateral, could be material or effectual as to defendant corporation, there are two good reasons why such notice or knowledge cannot be imputed to it: 1. When the loan was made and the money obtained, Dorr was not its president, for it had not then been organized; 2. Had he been president at the time, he was acting in his own interest and behalf. Under such circumstances the defendant corporation could not be charged with the knowledge of its presiding officer: Bang v. Brett, 62 Minn. 4.

Order affirmed.

CORPORATIONS-LIEN ON STOCK - ASSIGNMENT ΤΟ THIRD PARTY.—If a lien on stock is given by statute for indebtedness to the corporation, owing by a stockholder, a transfer of the stock to a person ignorant of the lien does not discharge it, nor authorize the purchaser to demand and receive a transfer of it so discharged: See monographic note to Victor G. Bloede Co. v. Bloede, 57 Am. St. Rep. 394. A lien merely created by a by-law is void as against an innocent holder for value: Bank of Atchison County v. Durfee, 118 Mo. 431, 40 Am. St. Rep. 396.

CORPORATIONS-NOTICE TO PRESIDENT.-Notice to the president of a corporation is not notice to the corporation, where the president is acting in his own interests and against those of the corporation: Seaverns v. Presbyterian Hospital, 173 Ill. 414, 64 Am. St. Rep. 125, and note; Franklin Min. Co. v. O'Brien, 22 Colo. 129, 55 Am. St. Rep. 118, and note. See Bank v. Sneed, 97 Tenn. 120, 56 Am. St. Rep. 788.

MERRILL V. SECURITY TRUST COMPANY.

[71 MINNESOTA, 61.]

DOWER-ASSIGNMENT FOR BENEFIT OF CREDITORS. Where a married man executes, under the insolvent law, an assignment of all his nonexempt property for the benefit of creditors (his wife not joining), the assignee's title to the real estate assigned is not subject to the wife's inchoate right.

DOWER, STATUTORY—WHEN SUBJECT TO PAYMENT OF HUSBAND'S DEBTS.-In Minnesota, the widow's statutory one-third in the real estate of her husband is "subject, in its just proportion with the other real estate, to the payment of such debts of the deceased as are not paid from the personal estate."

Edmund S. Durment, for the appellant.

M. L. Countryman, for the respondent.

63 MITCHELL, J. In 1893 D. D. Merrill (a married man), being insolvent, executed to the defendant pursuant to the in

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