First National Bank v. Hartford Life & Annuity Ins. Co. 350; McCready v. Ramsey, 6 Duer, 574; Arnold v. Suffolk Bank, 25 Barb., 424; Rogers v. Huntington Bank, 12 Serg. & R., 77; Grant v. Mechanics' Bank, 15 id., 140; Sewall v. Lancaster Bank, 17 id., 285. 2. The estate of Griswold being insolvent, this attempted pledge of the stock is void as against the other creditors of Griswold, and will not be enforced by a court. In the first place, the delivery of the certificates of stock with powers of attorney to the bank vested no legal title or interest in the bank. The stock could only be transferred on the books of the company. Such a power of attorney might be irrevocable by Griswold during his life, but its execution was terminated by his death, as no act can be done in the name of a dead man. After his death the pledge, if any existed, could only be enforced in a court of equity. Hunt v. Rousmanier's Admrs., 8 Wheat., 201; Watson v. King, 4 Camp., 272; Platt v. Hawkins, 43 Conn., 139. The claim of the bank to this security being merely an equitable one, a court of equity will not interfere to enforce it, unless the equity of the bank is superior to that of the other creditors. This can not be claimed in the present case, inasmuch as the neglect of the bank to give notice of the pledge enabled Griswold to hold himself out to the world as the absolute owner of this stock, and thereby contract debts which are now outstanding. The claim of the bank gains no strength from the statute authorizing a pledge of stock without an actual transfer, as by their own laches they neglected to give the notice required by the statute, and so contributed to the mischief which that requirement sought to avoid. In the next place, this stock remained liable to attachment by any creditor until the death of Griswold; and it is clear that, if he had made an assignment as an insolvent debtor, his assignee would have held the stock. Shipman v. Etna Ins. Co., 29 Conn., 245. But the executor of an insolvent estate occupies the same position as such a trustee; that is, he has all the rights of creditors, as well as of the testator. In fact, in an insolvent estate there are none whose rights are represented except creditors. Freeman v. Burnham, 36 Conn., 470, 475; Andrus v. Doolittle, 11 id., First National Bank v. Hartford Life & Annuity Ins. Co. 289; Williams v. Morehouse, 9 id., 473. Can it be claimed, if this stock had been attached by a creditor, that, by the death, the attachment would have been dissolved for the benefit of the bank, and not for all the creditors whose rights are represented by the executors? Except for the provisions of the statute it would hardly be claimed that the bank could compel the executors to convey the stock to them. But much reliance is placed on the language of the act, which provides that, unless notice is given as required, such transfer shall not be effectual to hold said stock against any person "but the pledger and his executors, &c." The statute, though it speaks of the executors, clearly means to refer to them so far as they represent the debtor and not as they represent creditors. The original act of 1871 shows that the rights of creditors were the very ones intended to be protected by the requirement of notice, and in the present law the change of phraseology adopted by the revisers was intended to convey the same idea. 3. The bank has no better claim to a transfer of the hundred and forty-seven shares, under the power of attorney signed by one of the executors, than they have under those signed by Griswold. The bank surrendered the certificate for two hundred and ninety-six shares to this executor, because a part of the stock represented by that certificate did not belong to Griswold, and to enable the executor to transfer that stock to those for whom it was held in trust; and the executor, taking a new certificate for the remaining hundred and forty-seven shares in the name of the estate, returned the same with his power of attorney to the bank, in order to give them the same rights they had before, and no more. It matters little whether this was done by the executor under wrong advice or under a mistaken idea of his duty. There was no new consideration, and the bank claims to hold it as collateral security for the same debts for which it before claimed to hold it. If an executor of an insolvent estate should, in collusion with one creditor, attempt to convey the assets of the estate to such creditor, and so prefer him, to the injury of the others, a court of equity would restrain the attempt or declare the VOL. XLV.-5 First National Bank v. Hartford Life & Annuity Ins. Co. transfer void, as the case might require. At all events, it would not lend its aid in enforcing such a transfer. PARDEE, J. This is an amicable submission, upon an agreed statement of facts, to the Superior Court, under the statute, of matters in dispute between the Hartford Life and Annuity Insurance Company, the First National Bank, and the estate of Wareham Griswold, late of Hartford, deceased, represented by his executors; these corporations and persons. being all of Hartford. The Superior Court has asked the advice of this court as to what decree shall be passed in the premises. [After making a statement of the principal facts in the case, which is omitted, as the facts have been sufficiently stated, the opinion proceeds as follows:] The statute (Rev. of 1875, page 279, sec. 9,) provides as follows: "Shares of stock in any corporation organized in this state under the laws of this state or of the United States, may be pledged by executing and delivering a power of attorney for their transfer, with the certificate of stock therein mentioned, to the party to whom the pledge is made; but no such pledge, unless consummated by an actual transfer of the stock to the name of such party, shall be effectual to hold such stock against any person but the pledger, and his executors and administrators, until a copy of such power of attorney shall be filed with the cashier, treasurer, or secretary of said corporation." By virtue of the pledge by Griswold of the stock here in question to the bank and the delivery of the certificates, with powers of attorney for the transfer thereof to themselves, for the security of his indebtedness, they acquired as against him an equitable interest in it, liable however to be defeated by attachment, by levy, by transfer to a trustee in insolvency or to an assignee in bankruptcy, by his death leaving creditors whose debts could only be paid in full by the proceeds thereof, and by a lien placed thereon by a public statute. The bank had the privilege of changing this possible, contingent equitable interest into a perfected indefeasible lien for the security First National Bank v. Hartford Life & Annuity Ins. Co. of their debt. They suffered it to pass from them by omitting either to transfer the shares upon the books of the insurance company to themselves, or to give notice to that company of their lien, until after the enactment of a statute which went into operation on the first day of January, 1875, and which provides that every corporation "shall at all times have a lien upon all the stock owned by any person therein, for all debts due to it from him." Revision of 1875, page 279, sec. 8. Therefore, the bank not having previously made any transfer or given any notice, on that day there came into existence in behalf of the insurance company a statutory mortgage or pledge of the stock to themselves as security for Griswold's present indebtedness to them; and thereafter, in the absence of any notice from the bank, whenever the company made a loan to him, there simultaneously sprang up a like mortgage for the security thereof; and this without any request upon their part or any agreement upon his. Inasmuch as it is the creation of a public statute, no act upon the part of the insurance company by way of actual notice to any person or corporation was necessary to the perfection of their lien, because the statute requires none, and is itself of course constructive notice to all persons. The legal interest of the company in the shares, thus perfected by the power of a public act, must take precedence of the imperfect, because secret, interest of the bank therein. After this eighth section went into operation whoever purchased stock in any corporation or took it in pledge as security for loans, could not be sure of his legal title as owner or of his equitable interest as pledgee until he had transferred it to himself upon the books of such corporation, or had filed the statutory notice. That statute took immediate effect upon all corporate shares then existing without regard to the fact that the various corporations had previously issued certificates representing such shares, framed in absolute terms of ownership and containing no notice of any claim for such lien; and it takes like immediate effect upon shares, the certificates for which have been issued since the enactment thereof, without stating therein any claim for such lien; for, the act does not First National Bank v. Hartford Life & Annuity Ins. Co require corporations to embody any such notice in their respective certificates as a pre-requisite to the lien, and the court has no power to demand it; and as in contemplation of law every person has notice of the privileges conferred and obligations imposed by a public statute, whoever accepts either as purchaser or pledgee of corporate shares must consider the statutory provision for a lien as a constituent part of the certificate which he receives. And so far as it concerns the hundred and forty-seven shares which were returned to the bank with the new power of attorney, the pledge for Griswold's indebtedness to the company was by force of the statute constructively embodied in the new certificate representing them, as it had been in the .ormer one. By virtue of this ninth section the pledge to the bank was good as against Griswold and his heirs, without transfer of the shares or notice to the insurance company; and if upon his death these shares were not needed for the payment of debts, as against his heirs a court of equity would have enforced the pledge in favor of the bank. Going beyond this, they urge that the statutory mortgage to the insurance company does not take precedence of the equitable interest acquired by them two years before the passage of the act giving corporations a lien upon their own shares as security for indebtedness to them from the owners thereof. The statute as originally passed in 1871 declared that stock pledged by a delivery of the certificate with a power of attorney to the pledgee should not be "protected from attachment or levy by any creditor of the owner thereof or from passing to his assignee in bankruptcy or trustee in insolvency until a copy of said power of attorney shall be filed with the cashier, treasurer, or secretary of the corporation." Session Laws of 1871, page 525. It re-appears in the Revision of 1875, page 279, section 9, declaring that "no such pledge shall be effectual to hold such stock against any person but the pledger and his executors and administrators until," &c. The words are changed but the meaning remains. The pledge by Griswold to the bank was in 1872; after the enactment of the ninth section in 1871 it became impossible |