Great Northern Ry. Co. v. Sutherland, 273 U.S. 182 (1927)

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Great Northern Railway Company v. Sutherland

No. 53

Argued December 3, 6, 1926
Decided January 17, 1927
273 U.S. 182

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

Syllabus

1. Stock is presumed to be owned by the person registered as owner on the company’s books, and when stated to be held by the registered owner for another named person, the latter is presumed to own the whole beneficial interest. P. 188.

2. A demand of the Alien Property Custodian upon a corporation for transfer to himself of every right, title, and interest of an alien enemy in shares of stock construed as a demand for, and as a symbolic seizure of, the shares. P. 188.

3. By the Act of November 4, 1918, it was made the duty of a corporation to cancel old certificate and issue new ones for shares seized by the Custodian before or after the date of the Act. P. 192.

4. Under that Act, the right of the Custodian to new certificates did not depend upon surrender of the old ones. P. 192.

5. To require a corporation so to transfer enemy-owned shares, without surrender of the old certificates, was within the war power of Congress, and did not deprive of due process the corporation issuing the shares or the company acting as its registrar, they being protected by § 7(e) of the Trading with the Enemy Act, and nonenemy owners by § 9. P. 193.

So held where certificate and bylaws allowed transfer only by the holder or his attorney upon surrender and cancellation of the old certificates, conditions also imposed by the company’s charter, and when the company had its transfer office, and its shares listed on an exchange, in New York, by the law of which it need not issue certificates without surrender of old unless the old were lost or destroyed, and where the company’s registrar, a New York Trust Company, as a condition to being accepted by the exchange, was obliged not to register transfer without surrender of outstanding certificates.

Affirmed.

Appeal from a decree of the district court, in a suit by the Alien Property Custodian under the Trading with the Enemy Act, requiring the Great Northern Railway Company and the Central Union Trust Company, registrar of its stock, to transfer shares of stock held by aliens, and to issue and countersign new certificates therefor in the name of certain trust companies as depositaries for the Custodian.