Charles T. Reifsnider and Rufus W. Ap-sued to him as agent, the certificate thereplegarth, for appellants. Bernard Carter, for being numbered 3,629, which was also for appellee.

PATTISON, J. The stock ledger of the appellee, the George's Creek Coal & Iron Company, contains, among others, two accounts, one with "Morris Robinson, New York," and one with "Morris Robinson, Agent." The former account discloses that there were, issued to him in his individual capacity 354 shares of the stock of the appellee company. Of this number 331 were disposed of by Robinson and reissued to those to whom they had been assigned by him, leaving 23 shares outstanding in his name. These were issued, as shown by the account, 11 shares on October 12, 1837, and 12 shares on June 1, 1838; the certificates therefor being numbered 27 and 88, respectively. The latter account discloses that there were issued to him as agent 350 shares of stock. Of these shares 250 were acquired by him from John H. Alexander, at that time the president of the appellee company, and issued to him December 26, 1837, and 100 shares from John Duer, vice president of the American Life Insurance & Trust Company, issued to him September 8, 1838. The account then discloses that 250 shares, the number that he had acquired from John H. Alexander, were, on September 14, 1838, reissued to John H. Alexander, leaving Robinson holding, as agent, only the 100 shares that he had acquired from John Duer; the certificate for the same being numbered 616.

The record discloses that at the time of the issuance of this stock Morris Robinson was cashier of the New York branch of the Bank of the United States, which position it seems he held for a number of years. He later became the first president of the Mutual Life Insurance Company of New York, and died in 1849. Letters of administration upon his estate were granted in New York and an inventory of his property filed, but in it no mention is made of his ownership of the stock of the appellee company above referred to.

withheld by the company. After the issuance of the stock dividend of 100 per cent.. the company thereafter declared dividends, not only upon the original stock issued to Robinson as individual and as agent, but also upon the additional stock issued as stock dividends, and as there was no claimant for such dividends they were retained by the company, and consequently are still unpaid.

In 1909 letters of administration upon the personal estate of Morris Robinson, in Maryland, were granted to Malcolm V. Tyson, the appellant, who, as he testified, made diligent search for the three certificates, Nos. 27, 88, and 616, representing the stock issued to Morris Robinson in his individual capacity and as agent, and failing to find them he caused a notice to be inserted in the Baltimore Sun, giving notice of the loss or destruction of said certificates, and stating that application had been made to the company for the issuance of new certificates of stock in lieu thereof. This advertisement, it seems, brought no information as to the whereabouts of the certificates, whereupon the appellant, as administrator, made written request of the company to issue to him, as administrator of Morris Robinson, deceased, new stock certificates in the place of those which were supposed to be lost or destroyed, and filed with the president of the company a statement of the circumstances of the loss or destruction of said certificates and of his ineffectual efforts to find them. Upon the company declining to issue new certificates in lieu of the old ones, the appellant, as administrator, filed his bill in this case, alleging the facts as we have stated them and asking the court to require the company to issue new certificates of its stock unto him in lieu of those lost or destroyed, and to transfer unto him certificates Nos. 3,628 and 3,629, and to pay over unto him all accrued dividends that may have been earned upon said stock since the death of the said Morris Robinson.

No dividends were declared by the com- To this bill the appellee answered, adpany upon its stock before the death of Mor-mitting the issuance of the stock to Robinris Robinson; in fact, no dividends were declared thereon earlier than 1864, or thereabouts. From that time on dividends were declared at regular intervals until 1903, when they issued a stock dividend of 100 per cent. As the books of the company then showed that the 12 and 11 shares issued to Morris Robinson were still standing in his name, the 23 additional shares issued as a stock dividend upon said 12 and 11 shares were accordingly issued to him in his individual capacity; the certificate therefor (No. 3,628) being withheld by the company. And, as the 100 shares issued to Robinson as agent were still outstanding to him in that capacity, the 100 additional shares issued as

son as and in the manner above stated, but requiring proof as to the fact that the decedent, of whom the appellant was administrator, was the Morris Robinson to whom the stock had been issued, as well as other facts therein alleged that were not within its knowledge, and further answering said: "It appears by the stock ledger 'A' of the defendant that there was outstanding, on February 11, 1857, certificate No. 616, for 100 shares of the capital stock of the defendant, dated September 8, 1838, in the name of 'Morris Robinson, Agent,' and there is nothing on the stock ledger to show that said certificate has been transferred from the name of said 'Morris Robinson, Agent.' But

Md.)

TYSON V. GEORGE'S CREEK COAL & IRON CO.

43

the said 'Morris Robinson, Agent,' died pos- | York, or to Morris Robinson, agent; the sessed of or entitled to the said certificate, or stock certificate book and other books relatany of the shares of stock for which the ing to said stock and its ownership having same was issued, or whether the said cer- been destroyed by said fire. tificate still stood in the name of the said 'Morris Robinson, Agent,' at the time of his death; and therefore the defendant does not admit that the said 'Morris Robinson, Agent,' did die so possessed of or entitled to the said shares of stock, or any part thereof, or that, at the time of his death, if he did die, the said certificate of stock stood in his name. That it is advised, and it so avers, that even if the said 'Morris Robinson, Agent,' was still possessed of or entitled, at the time of his death (if he be dead), to the said certificate No. 616, for said 100 shares issued to him on the 8th of September, 1838, and even if the plaintiff was duly appointed by the orphans' court administrator of the personal estate of Morris Robinson, and that the said Morris Robinson is the 'Morris Robinson, New York,' to whom was issued the above-named certificate No. 27 for 11 shares, and certificate No. 88 for 12 shares, of the capital stock of the defendant, nevertheless the plaintiff is not entitled, as such administrator, to any part of the 100 shares for which said certificate No. 616 was issued by this defendant to 'Morris Robinson, Agent,' because said stock did not belong to said Morris Robinson in his individual capacity. Moreover, until the contrary appears, the presumption of law is that the said stock for which said certificate No. 616 was issued did not belong, when it was so issued, to the said Morris Robinson in his individual capacity, but he held it as agent for some owner to whom it did belong, and that such ownership and agency, respectively, continued as long as the said certificate stood in the name of the said 'Morris Robinson, Agent,' and if the said Morris Robinson is dead his agency for the true owner of the said stock terminated at his death."

The answer further alleged that unpaid dividends had accrued to June 27, 1909, upon the shares of stock represented by certificates Nos. 27, 88, and 3,628, issued in the name of Morris Robinson, New York, to the amount of $7,066.75, and that unpaid dividends had accrued to June 27, 1909, upon the 'shares of stock represented by certificates Nos. 616 and 3.629, issued in the name of Morris Robinson, agent, to the amount of $30,725, and that the stock dividends represented by certificates Nos. 3,628 and 3,629 had never been delivered to any person or corporation, and are still in the possession of the defendant company. The answer further alleges that at the time of the filing of the answer, with the exception of said stock ledger, there was in the possession of the defendant no other book of any kind, prior in date to the Baltimore fire, which took place in 1904, relating to the issue or ownership of the above-mentioned capital stock, either that issued to Morris Robinson, New

To this answer the general replication was filed, and the learned court below (Judge Stockbridge), after hearing the evidence upon the issues joined and finding thereon that the shares of stock represented by certificates Nos. 27, 88, and 3,628, issued by the appellee company to Morris Robinson, had devolved upon the administrator of the personal estate of Morris Robinson, deceased, and that certificates Nos. 27 and 88 had been lost, decreed: "(1) That the appellee company should issue to the appellant, in his name as administrator of Morris Robinson, deceased, a certificate for 23 shares, to represent the said 11 and 12 shares so lost as aforesaid, and also decreed that the administrator be allowed to transfer unto himself, as administrator, the 23 shares so issued as a stock dividend. (2) And it appearing by the proceedings in this case that none of the dividends heretofore declared by the defendant on, or in respect of, the abovementioned 11, 12, and 23 shares of said stock have been by said defendant paid to any one, and that the total amount of said dividends declared on said stock up to and including June 27, 1909, being dividends from dividend No. 1 to dividend No. 81, inclusive, is seven thousand and sixty-six and seventyfive hundredths ($7,066.75) dollars, it is further adjudged, ordered, and decreed that the said plaintiff is entitled to receive from the defendant, and the defendant shall forthwith pay to the plaintiff, the said sum of seven thousand and sixty-six and seventy-five hundredths dollars ($7,066.75), and the defendant shall pay to the plaintiff all dividends, if any, declared in respect of the above-mentioned shares of stock subsequently to June 27, 1909. (3) And the court being of opinion that there is no sufficient evidence in the case that the 100 shares of the stock of the defendant company, now standing on its books in the name of Morris Robinson, agent, and for which certificate No. 616, dated November 8, 1838, was issued in the name of Morris Robinson, agent, ever belonged to or was the property of the said Morris Robinson in his own right or in his individual capacity, and it appearing from the proceedings that the 100 shares for which the certificate No. 3,629 was made out in the name of Morris Robinson, agent, in the year 1903, was declared as a stock dividend of 100 per cent. on the 100 shares for which certificate No. 616, dated November 8, 1838, was issued in the name of Morris Robinson, agent, and now stands on the books of the company, and the court being of the opinion that the plaintiff has no title to said 200 shares of stock, it is further adjudged, ordered, and decreed that the bill of complaint, so far as the plaintiff seeks thereby to recover said 200 shares of stock and the divi

dends payable in respect thereof, be and the so held it as agent, nor has any one ever same is hereby dismissed."

It is from this order or decree dismissing the bill, so far as it seeks to recover the 200 shares of stock issued to Morris Robinson, agent, and the dividends payable in respect thereof, that the administrator has appealed.

By the bill the court is asked: (1) To require the appellee company to issue unto the appellant, as administrator of Morris Robinson, deceased, the 100 shares of stock represented by certificate No. 616 that were issued to Morris Robinson, agent; the original certificate having been lost; (2) that certificate No. 3,629, representing the 100 shares issued as a stock dividend upon the 100 shares represented by certificate No. 616, to Morris Robinson, agent, as aforesaid, be transferred to him as administrator of Morris Robinson, deceased; and (3) that the unpaid dividends declared upon all of the said 200 shares of stock be paid over by the appellee company unto him as such administrator.

made claim to it as such principal.

[2] It is contended by the appellant that the word "agent," following the name of Morris Robinson, is merely descriptio personæ, and that no presumption arises therefrom that the stock was not his property, or that it was the property of another for whom he was holding it as agent; the appellant contending that the word "agent" might have been added "for some private and undisclosed reason, probably to prevent its being attached under execution, as he may have thought." On the other hand, it is contended by the appellee that as the stock stood in the name of Morris Robinson, agent, the prima facie presumption is that he did not hold the stock in his own. right and as his own property, but that he held it on behalf of some principal, and that to entitle his estate to this stock the burden of proof is upon the administrator to show that he (Morris Robinson) did not hold the stock at the time of his death as agent for a principal, but held it as his own individual property.

[1] Should we determine that he, as administrator of Morris Robinson, deceased, This court, in the case of Third Nais not entitled to have issued to him the tional Bank of Baltimore v. Lange et al., 100 shares of stock in lieu of the 100 shares 51 Md. 144, 34 Am. Rep. 304, in quoting apissued to Morris Robinson, agent, represent-provingly from the decision of the Supreme ed by the lost certificate No. 616, then it Court of Massachusetts, in the case of Shaw follows that the other relief asked for must v. Spencer and Others, 100 Mass. 382, 97 be refused him, as his right to such relief Am. Dec. 107, 1 Am. Rep. 115, in which is dependent thereon. This demand, made stock certificates outstanding in the name by the administrator, that the stock be is- of E. Carter, trustee, were pledged by the sued to him as such administrator in lieu of holder as collateral for certain acceptances the stock issued to Morris Robinson, agent, and indorsed by him, and in which one of can only be made upon the theory that said stock so issued to Morris Robinson, agent, the questions presented was whether the was his individual property at the time of his word "trustee" was sufficient to put the holddeath. The inqury, therefore is, Was this ers upon inquiry, and thereby affect them stock the property of Morris Robinson at with notice of the trust, said: "The rules the time of his death, or was it the property of law are presumed to be known by all the time of his death, or was it the property men; and they must govern themselves acof another for whom he held it as agent? men; and they must govern themselves acIf he held it as agent of another, such cordingly. The law holds that the insertion agency was revoked by the death of Morris Robinson, and, it not being the property of the decedent, would not pass to his administrator. The stock, when issued, was issued to Robinson as agent, and the books of the company disclose no change in the character of such holding, nor is there any affirmative evidence found in the record that said stock ceased to be held by Robinson in the capacity of agent.

of the word 'trustee' after the name of a stockholder does indicate and give notice of a trust. No one is at liberty to disregard such notice and to abstain from inquiry, for the reason that a trust is frequently simulated or pretended when it really does not exist. The whole force of this offer of evidence is addressed to the question whether the word 'trustee' alone has any significance and does amount to notice of the The transactions involving the sale and existence of a trust. But this has heretofore issuance of this stock occurred more than been decided, and is no longer an open ques70 years ago, and necessarily the evidence tion in this commonwealth." See, also, the in relation thereto is meager. All the par- cases of Marbury, Trustee, v. Ehlen and Othties who participated in such transactions ers, 72 Md. 206, 19 Atl. 648, 20 Am. St. Rep. have long since died, and by the great Bal- 467; Swift v. Williams and Moore, Trustees, timore fire of 1904 all the books of the com- 68 Md. 255, 11 Atl. 835. Reasoning from the pany from which we could hope to acquire principles laid down in these cases, it would any information in relation to these trans- seem clear that the word "agent," added to actions, with the exception of the stock the name of the party to whom the certifiledger, were destroyed. While the stock cates are issued, is not merely descriptio was issued to him as agent, the record personæ, but its use raises the presumption

TYSON v. GEORGE'S CREEK COAL & IRON CO.

for a principal, and not held by him in | sued as agent, and the stock issued to him his own right.

It is shown by a copy of a letter appearing in the record, from Richard Wilson, treasurer of the company, to Morris Robinson, dated September 8, 1838, that the 100 shares of stock acquired from Duer, vice president, were issued to Morris Robinson, agent, upon his direction, and so entered on the account of Morris Robinson, agent. Why should there have been two accounts, one with Morris Robinson, New York, and the other with Morris Robinson, agent, if the stock shown thereby to have been issued These letters further disclose that upon was to be held by him in the same capacity the sale by Macauley, in Europe, of 4,000 -that is, was to be held by him in his own shares of the stock of the company, the monright? Why should it have been issued to ey received therefor, amounting to £58,000 Morris Robinson, agent, upon his own direc-in gold, was remitted to this country in two tion, if there was to be no difference in the sailing vessels, arriving here at different character of the holding of the stock so is- times. The bills of lading were to the order

Robinson. Later, on September 8, 1838, Wilson wrote Robinson as follows: "I received your letter of yesterday (September 7th) inclosing certificates for 143 shares G. C. C. & I. Co. stock in name of Mr. Duer, and I now inclose in place of it, agreeably to your directions, certificates:

of Richard Wilson, treasurer of the George's the company and the certificates returned to Creek Coal & Iron Company. Upon the arrival here of the bills of lading, they were indorsed and sent to Morris Robinson, at New York, in letters written by the president and treasurer of said company, in which letters Mr. Robinson was directed to dispose of the gold, and the disposition of the same was left to his good judgment, and in the letter of Mr. Alexander he refers to the fact that Mr. Robinson had mentioned to him that No. 617, for 43 shrs. name of Mr. Duer, vice presiperhaps the United States Bank would take the whole amount. Later more gold was sent from Europe to the company, and this, too, was sent to Mr. Robinson and disposed of by him; the disposition of it being left to his judgment.

The letters also disclose that, in order to make the sale of the 4,000 shares of stock that were sold by Macauley in Europe, it was necessary to have the holders of the stock here surrender 1,300 shares of their holdings. It was therefore agreed by and among them that they contribute this number of shares in proportion to their holdings, and with the understanding that in the surrender thereof they were entitled to have returned to them out of the proceeds of sale thereof the excess over what was agreed upon as needed by the company, but the company refused to pay over any part of such excess to the contributing stockholders until the whole 1,300 shares of stock had been transferred. The transfers were made without any apparent difficulty or trouble, with the exception of those to be made by Patrick Macauley and J. Watson Webb, both of whom lived in New York. It was in relation to these transfers that the services of Morris Robinson were sought and obtained.

No. 616, for 100 shrs. name of Morris Robinson,
Agent.

dent A. L. In. & Tr. Co."

The letter of Robinson to Wilson, September 7th, to which Wilson's letter of September 8th is an answer, is not in the record, nor have we any evidence as to its contents, further than can be gathered from the answer of Wilson thereto. From this letter it can be seen that the stock was issued as directed by the letter of Robinson, 100 shares of the same issued to Morris Robinson, agent.

We have stated quite fully the contents of these letters for the purpose of showing, as far as can be gathered from them, the relations existing between the company and Robinson; also for the purpose of showing the extent of evidence offered by the plaintiff to rebut the presumption that the stock was held by Robinson as agent for another, and not held by him in his own right. It is shown by these letters that in some of the transactions of the company he was acting for and on its behalf, and in this connection it will be recalled that the account with him as agent, on the stock ledger, discloses that on December 26, 1837, the 250 shares of stock acquired from John H. Alexander, president of the company, were issued to Morris Robinson, agent, whether as agent of the company or for whom it is not disclosed, but we find that so early thereafter as September 14, 1838, was surrendered and reissued to John H. Alexander, president of the company.

The stock of both Macauley and J. Watsor Webb had been pledged to the American Life Insurance & Trust Company of New York. and was therefore in its possession at such [4] The stock ledger further discloses that time and would not be surrendered by them, on January 31, 1857, after the death of Robunless some arrangement was made with inson and while John H. Alexander, the presthe insurance company for its release, and ident of the company, was still living, and this arrangement and other matters in con- possibly while Wilson was living, although nection therewith, it seems, were committed this is not clear from the record, the testito the care and attention of Morris Robin- mony being that he died in the fifties, the son and Richard Wilson, who were to co-or stock was then recognized as outstanding in erate in their efforts to accomplish this r the name of Robinson, as agent. While the sult. Webb was the owner of 170 shares, all testimony may fail to disclose the principal of which had been pledged to the said insur- (a burden not placed upon the appellee comance and trust company to secure an indebt-pany), it, nevertheless, utterly fails to overedness of $1,500, and he was to contribute come the presumption that this stock was to the 1,300 shares 27 shares; the same be ing his proportionate part of such number of shares. It was necessary to obtain the release of at least 27 shares of the number so pledged. The consent of the company was obtained, and certificates Nos. 38 and 39, for 85 shares each, were turned over to Morris Robinson, who, by letter of August 17, 1838, sent them to Wilson, with direction to issue the 143 remaining shares to John Duer, vice president of the said insurance and trust

held by him as agent for another as principal, or that it was not held by him in his own right.

It is contended, however, on the part of the appellant that the presumption of his not holding the stock in his own right is overcome by the failure of the principal, in the great length of time that has elapsed, to appear and claim it as his own; he contending that by reason of such failure the property should now be recognized and treated