(DOWNLOAD) "Gill v. Hornblower Et Al." by Supreme Judicial Court of Massachusetts ~ eBook PDF Kindle ePub Free
eBook details
- Title: Gill v. Hornblower Et Al.
- Author : Supreme Judicial Court of Massachusetts
- Release Date : January 28, 1936
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 63 KB
Description
LUMMUS, Justice. On December 7, 1931, the plaintiff's testatrix went to the offices of the defendants, who were stockbrokers in Boston, and gave them an order to buy for her five hundred shares of the common stock without par value of Electric Bond & Share Company, at $15 a share, for which she was to pay cash. The purchase was made on the New York Curb Exchange in New York, of which the defendants were members. Afterwards, on December 8, 1931, the defendants sent the plaintiff's testatrix a bill for the price, $7,500 plus a commission of $62.50, which she paid on December 9, 1931. The defendants on the same day ordered their New York office to cause the five hundred shares to be transferred into the name of the plaintiff's testatrix, and this was done. The new certificates in her name were delivered to her in Boston on December 16, 1931. The defendant were is no way interested in promoting the sale of the stock. On March 28, 1932, the common stock having been changed by vote of the stockholders into stock having par value, she exchanged her certificates for new ones representing the common stock having par value. She held these certificates until her death on March 25, 1934. Afterwards the plaintiff, having sold the stock, made what she contends was a tender of other certificates for five hundred shares, together with all dividends received, to the defendants, and demanded a return of the purchase price. On January 5, 1935, she brought an action of contract to recover the purchase price with interest. She contends, and we assume without deciding, that the shares in question were not exempted from the Sales of Securities Act, G.L.(Ter.Ed.) c. 110A, § 1 et seq., and had never been the subject of the 'notice of intention to offer for sale' provided for by section 5 of that chapter, or any of the other proceedings required to qualify shares of stock for sale in this commonwealth under said chapter, which are recited briefly in Kneeland v. Emerton, 280 Mass. 371, 183 N.E. 155, 87 A.L.R. 1, and Bauer v. Bond & Goodwin Co., 285 Mass. 117, 188 N.E. 708. The action of contract was amended into a bill in equity on January 3, 1936.