1. Decedent was indebted to a bank in which he was an officer and stockholder, it having by statute and under its by-laws a lien on his stock for the debt. He was offered the position of State Bank Commissioner, and, to make himself eligible, entered into an arrangement with the bank and his wife whereby he assigned his stock in blank, and entered a transfer of it to his wife in the stockbook, and she gave a note to the bank in reduction of his indebtedness. He thereupon ceased to be an officer, and she was elected a director, and qualified. Held, that none of the parties to the transaction could set up that it was merely colorable, and that decedent still remained owner of the stock.

2. The bank could not assert that the transaction was invalid under a by-law forbidding transfers of stock without the consent of the directors where the stockholder was indebted to the bank, the wife having been recognized by the directors as a stockholder when they elected her a director.

3. Neither the by-law of a bank prohibiting the transfer of stock without the consent of the directors where the registered holder is indebted to the bank, nor an agreement between a registered holder and the bank, whereby it was to have a lien on the stock for a certain indebtedness of the stockholder to it, could bind a bona fide pledgee for value of the stock without notice thereof.

4. A mere statement of a husband that he is authorized to pledge his wife's stock for his debt is insufficient to prove his authority to do

So.

5. A wife may pledge her property to secure her husband's debt.

6. A bona fide pledgee of stock does not take subject to claims against the stock which may subsequently arise in favor of the corporation, provided it has notice of the pledge.

7. Notice to the corporation of a pledge of stock by a stockholder is sufficient to protect the pledgee against subsequent claims against the stock in favor of the corporation, though he makes no demand for a transfer of the stock on the corporation's books.

8. An extension of time granted by a creditor in consideration of a pledge of stock by the debtor as security for the debt makes the creditor a bona fide holder for value of the stock. Appeal from Circuit Court, Ionia County, in Chancery; Frank D. M. Davis, Judge.

Bill by William J. Just and another, administrators of Josiah E. Just, deceased, against the State Savings Bank of Ionia, the Belding Savings Bank, of Belding, the Ionia County Savings Bank, of Ionia, and Ella V. Just. Decree rendered, and complainants and the Ionia County Savings Bank appeal. Modiified.

5. See Husband and Wife, vol. 26, Cent. Dig. § 674.

A. A. Ellis, for appellant Ionia County Sav. Bank. Morse & Locke, for other appellants. Geo. E. & M. A. Nichols, for appellees State Sav. Bank and Belding Sav. Bank.

HOOKER, C. J. Josiah E. Just died on February 19, 1898, and the complainants were soon after appointed administrators of his estate. They filed the bill in this cause to reduce to possession and settle the title to nine certificates of stock of the Ionia County Savings Bank in the interest of Just's general creditors, the estate being alleged to be insolvent. The certificates were numbered from 1 to 9, inclusive. The defendants are the State Savings Bank of Ionia, the Belding Savings Bank, the Ionia County Savings Bank, and Ella V. Just, the widow of the intestate. The complainants and the Ionia County Savings Bank appealed.

At the time of Mr. Just's death, certificates of stock Nos. 3, 4, 5, and 6 were in his custody, but all stood in the name of Ella V. Just upon the stock ledger of the bank, the entry being in Mr. Just's writing. Certificate No. 1 was assigned to Mrs. Just in Mr. Just's handwriting. The assignments upon the back of the others were signed by Mr. Just, but the blanks were not filled. Nos. S and 9 were held by the Belding Bank, and claimed as collateral to a note of $1,950, signed by Mr. Just, and dated January 12, 1898, on four months' time. Nos. 2 and 7 were held by the State Savings Bank of Ionia as collateral to Mr. Just's note of $2,000, given December 2, 1897, on four months' time. All of this stock appears by the stock ledger to have been transferred to Mrs. Just on December 17, 1896, except No. 1, which bears the date of February 15, 1897. It was conceded that certificate No. 1 was the property of Mrs. Just, and that it was delivered to her. It was also admitted that certificate No. 6 was taken up, and a new certificate for $800 issued to Mrs. Smith, who was entitled to it. This leaves $200 of No. 6 in dispute, also certificates Nos. 2, 3, 4, 5, 7, 8, 9, each representing $1,000 in stock. The Belding Bank claimed the right to certificates 8 and 9 as collateral security for its loan. similar claim was made by the State Savings Bank as to Nos. 2 and 7, while the Ionia County Savings Bank claims a lien upon all except $800 of No. 6. The administrators deny that either bank has a lien upon the stock, and claim it for distribution generally among Just's creditors. The decree appealed from sustains the respective liens of the Belding and State Savings Banks as to 2, 7, 8, and 9, and of the Ionia County Savings Bank as to all except No. 1 and $800 of No. 6, subject to the claim of the Belding and State Banks on 2. 7, 8, and 9. It determines that the stock, with the exception of certificate No. 1, was never the property of Mrs. Just.

A

The intestate was in debt to the Ionia County Savings Bank in a large sum, and

much of it was due. Under the statute (section 6098) the bank had a lien upon this stock for such as was due, and under its bylaw it had a lien whether the indebtedness was due or not. At this juncture Mr. Just was offered the office of State Bank Commissioner, whereupon he arranged with the officers of the bank and his wife that he should assign his stock to her, and that she should give the bank her note, indorsed by him, for $7,300, in reduction of Just's indebtedness, and it is claimed that it was agreed that the bank was to have a lien on the stock for the same. He accordingly assigned the stock in blank, and entered a transfer of it to his wife in the stockbook, she gave her note to the bank, he ceased to be an officer of the bank, and she was elected director, and qualified. It is contended by complainants' counsel that this transaction was merely colorable, and that he never delivered the certificates to his wife or the bank, and never had new certificates issued. Many other circumstances are suggested in support of this theory, upon which complainants contend that the stock at all times remained the property of Just, though they take the somewhat inconsistent position that there was enough to the transaction to divest the bank of its lien for Mr. Just's indebtedness remaining due and unpaid. We are of the opinion that none of the three parties can be heard to say that this transaction was void. It was necessary for Mr. Just to part with his stock to render him eligible to the office of commissioner. He caused it to be transferred to his wife, who consented to receive it, and become a director. The bank also consented, and recognized her as such director. She cannot now repudiate her note, and ber husband's administrators cannot claim the stock. Neither can the bank deny its transfer, or claim a lien based upon such denial. Had new certificates been issued to the wife, there could be no doubt of this. As it was, she became the owner of the stock, whoever held the certificates, and as between the three parties the Ionia County Bank had a lien upon them for her debt. If it be said that the by-law 19, forbidding the transfer without the consent of the board of directors, invalidates the transfer, it is a sufficient reply to say that this transfer must have been known and approved by the board. It recognized Mrs. Just as a stockholder by electing her a director, and apparently has never questioned the validity of the transfer. The general creditors were not injured by the transaction, and the bill, having apparently been filed under the statute (Comp. Laws, § 9363), is not sustained by the proofs, and was properly dismissed.

It remains, however, to determine the rights of the respective banks. The Ionia County Bank appeals from so much of the decree as postpones its lien to those of the Belding and State Savings Banks and excludes certificate No. 1. We must, there

fore, determine whether the alleged liens of these banks can be sustained, and whether the lien of the Ionia Bank should not cover certificate No. 1. As we have already said that the stock passed to Mrs. Just, and that her note is a valid obligation, certificate No. 1, to which no one questions her right, is subject to the lien of the Ionia County Savings Bank. The State Savings Bank received two certificates of stock-8 and 9-on November 29, 1895, to secure a note of $2,000, which Mr. Just gave that day. In September, 1897, the Belding Bank advanced money to Mr. Just to pay this loan, taking the stock as collateral to a note given by him for that amount upon the assurance that it was with Mrs. Just's consent. It is claimed that on December 2, 1897, Mr. Just borrowed of the State Savings Bank $2,000, and gave, with the consent of Mrs. Just, certificates 2 and 7, as collateral security. This consent was in writing, and was addressed to the cashier of the State Savings Bank. At the time these certificates were delivered to the respective banks, Mrs. Just's only indebtedness to the Ionia County Bank consisted of a note for $7,658.10, dated July 26, 1897, due in one year from its date. This was executed and delivered September 12, 1897. The bank had no lien on her stock, under the statute, after September 12, 1897, but the agreement made at the time the stock was transferred was in force, and also the by-law which prohibits any transfer of stock without the consent of the board of directors, where the registered holder is indebted to the bank. There is nothing to indicate that the two banks knew of the by-law, or of the alleged agreement that the Ionia County Bank should have a lien on the stock. They received the certificates assigned in blank on the understanding that Mrs. Just was the owner, and the stock register shows that she was the owner. If they were bona fide holders for value of this stock, the by-law was not binding upon them, and neither was the agreement. See Bronson Electric Co. V. Rheubottom, 122 Mich. 608, 81 N. W. 563. We find no evidence in the record that warrants us in holding that Mrs. Just authorized her husband to pledge her stock to the Belding Bank. Mr. Just's statement that he was authorized to do so does not tend to prove it. It follows that such pledge did not bind her, and the bank has no title to the stock. This leaves the Ionia Bank lien valid, and first upon the stock held by the Belding Bank.

With the State Savings Bank the case is different. It accepted the paper of Mr. Just on the faith of Mrs. Just's written consent, addressed to its cashier, that "Mr. Just was authorized to pledge twenty shares of stock with him for a loan." While a married woman may not become a surety for her husband, and thereby incur a personal obligation, she may pledge her property to secure his debt. This she seems to have been will

ing to do, and is now estopped from disputing the validity of the pledge. At the time this pledge was made, the Ionia Bank had no statutory lien upon this stock, and the State Bank was ignorant of the by-law and the alleged agreement. Before her note became due to the Ionia Bank, that bank had notice that the State Bank held the stock as security. It is contended, however, that this did not make the State Bank the holder of a prior lien, for the reasons (1) that it had not the legal title to the stock; (2) that it failed to demand a transfer of the stock upon the bank books. The assignment of the stock in blank, and delivery, was sufficient, with the letter showing authority, to confer upon the State Bank an interest by way of security, which took precedence over any claim that the Ionia Bank then had, provided the State Bank was a bona fide holder for value. See 23 A. & E. Ency. of Law, 655– 6, and notes; Faulkner v. Edwards (N. D.) 12 L. R. A. 781, 26 Am. St. Rep. 639, and note (s. c. 48 N. W. 347); Morse on Banking, § 699 (d); Gemmel v. Davis (Md.) 23 Atl. 1034, 32 Am. St. Rep. 412; Nesmith v. Bank, 6 Pick. 324; Conant v. Reed, 1 Ohio St. 298; Prince Inv. Co. v. Land Co. (Minn.) 70 N. W. 1079; Des Moines Trust Co. v. Nat. Bank (Iowa) 66 N. W. 914; Cook on Stockholders, § 532. Whatever may be the English rule, we think it is settled that the courts of this country repudiate the idea that a bona fide purchaser or pledgee of stock takes it subject to claims that may subsequently arise in favor of the corporation, if it has notice of his purchase, and that notice of the purchaser's rights are sufficient to protect them, although a demand for a transfer of stock on the books of the corporation be not made. Prince v. Land Co. (Minn.) 70 N. W. 1079; Conant v. Reed, 1 Ohio St. 298; Bank v. McNeil, 73 Ky. 54; Des Moines Trust Co. v. Nat. Bank (Iowa) 66 N. W. 914; Hotchkiss v. Union Bank, 15 C. C. A. 264, 68 Fed. 76; Cook on Stockholders, §§ 532, 727. See, also, Mich. Trust Co. v. Bank, 111 Mich. 310, 69 N. W. 645; Oakland Bank v. St. Bank, 113 Mich. 285, 71 N. W. 453, 67 Am. St. Rep. 463. While the State Bank was bound to know that it took the bank stock subject to any existing statutory lien in favor of the Ionia Bank, it could not be required to anticipate an agreement that this stock should be security for Mrs. Just's note, when the stock itself was not held by the bank; nor was it bound to know of the alleged by-law, or to inquire about it. The stock was transferred to Mrs. Just, and her agent produced the certificates with authority to pledge them. See Bronson Electric Co. v. Rheubottom, 122 Mich. 612, 81 N. W. 563; Cook on Stockholders, § 524, and cases cited.

Was the State Bank a bona fide holder for value? All the elements of such a holder are present, unless it be for the reason that it took security for a pre-existing debt, and

did not pay money at the time it took the security. The fact is that an extension of time was granted, and a new note taken, in consideration of the pledge of this security. It has been the understanding of this court that such extension constituted a pledgee a bona fide holder for value, the other essentials not being lacking. It was so stated in the opinion of Mr. Justice Montgomery in the case of Schloss v. Feltus, 103 Mich. 533, 61 N. W. 797, 36 L. R. A. 161, and recognized in the majority opinion in that case. See, also, Thompson v. Mecosta, 127 Mich. 529. 86 N. W. 1044; 16 A. & E. Ency. 837, and note; Cary v. White, 52 N. Y. 138.

The decree must be modified, and it is adjudged that the Ionia County Savings Bank has a valid claim for the unpaid balance due upon the note of Mrs. Just, and that it has a first and unimpaired lien upon the stock belonging to Mrs. Just, viz., certificates 1, 3, 4, 5, 8, 9, and $200 of said certificate 6, and a lien upon certificates 2 and 7, subject to the lien of the State Savings Bank; that the State Savings Bank has a first and unimpaired lien on said certificates Nos. 2 and 7 for the amount due upon the note; that the Belding Bank has no valid lien upon any of said stock; that the complainants have no rights in any of said stock, and that their bill be dismissed. The Ionia Savings Bank shall recover costs of both courts against the complainants, and the State Savings Bank shall recover its costs of both courts against the complainants and the Ionia County Bank. No costs shall be recovered by or against any other party to said suit. In other respects the decree is affirmed, except as inconsistent herewith. The amounts remaining due upon the several obligations covered by said liens will be settled in the decree. The other Justices concurred.

BEUTEL v. WEST BAY CITY SUGAR CO. (Supreme Court of Michigan. April 7. 1903.) VACATING STREETS-ABUTTING PROPERTYDAMAGES.

1. A party cannot maintain an action to recover damages for injuries to his means of egress and ingress to a street by reason of the vacation of part of the street. unless he occupies such relation to the street that he was entitled to notice of the vacation proceedings.

2. Where a property owner's land at no place extended to the opened part of a street, though it abutted on a part which had never been opened and whose dedication had not been accepted, and he had no means of reaching the street directly from his land, except that a railroad company, whose track crossed the street diagonally just beyond the point where the opened part of the street terminated, and separated the land from the street at this point, had suffered him to use an old crossing there which had been put in for the public use of a cross street since vacated, such property owner cannot be considered to have property abutting on the street so as to entitle him to recover damages for the vacation of the street.

Error to Circuit Court, Bay County; Main J. Connine, Judge.

Action by Robert Beutel against the West Bay City Sugar Company to recover damages for the vacation of a street. Judgment for defendant, and plaintiff brings error. Affirmed.

and the entire property fenced in, and the defendant's plant constructed thereon.

This action is brought by the plaintiff to recover damages for the alleged interference with his right of ingress and egress to Wash.

proceedings taken to vacate these streets

Hall & Brockway (Morris L. Courtright, of counsel), for appellant. T. A. E. & J. C. Weadock (Lee E. Joslyn, of counsel), for appellee.

MONTGOMERY, J. The case can only be understood by referring to the annexed plat.

Prior to February 4, 1899, plaintiff was the owner of blocks 6, 7, and 8, and A, B, C, D, E, F, and G. On the date mentioned he conveyed to Mendal J. Bialy blocks 6, 7, and 8, and also block A, excepting and reserving from the last description, "for the purposes of a public highway, so much and such parts thereof as would be contained within the line of Martin street if extended through and across the same." This would be that part marked on the plat "right of way," extending from the intersection of Roy street easterly to what appears on the plat as Garfield avenue. Prior to this sale the plaintiff had, on a petition filed by him, caused to be vacated Garfield, Grant, Andre, and Sidman streets south of Washington street. The purchase of this property by Bialy was in the interest of the defendant company, and the title was subsequently conveyed to it. The purchase was made for the purpose of establishing a beet sugar plant, and the defendant took measures to vacate Washington street east of Roy street, and the north and south streets intersecting Washington street, and proceedings were had in the circuit court for the county of Bay with this end in view. An order was entered vacating the streets,

RIVER

were irregular, but we regard this question as unimportant, for, if the plaintiff is in posi tion to maintain this action, it must be because he occupies such a relation to Washington street as that in any attempt to vacate it he would be entitled to notice of the proceedings, under the authority of Phillips v. Highway Commissioner, 35 Mich. 15. It is doubtless equally true that, if he occupies a position which would have entitled him to notice of these proceedings, he is entitled to recover damages for the injury to his means of egress and ingress which were interfered with by the closing of the street, unless it shall be held that he is not in position to complain for the reason that he has other means of egress and ingress through Norwalk street at the east, and through the public way reserved in his deed to Bialy-a point which we need not, in the view we take of this case, consider.

Andre street is the only north and south street which was ever opened. Evidently, after it was opened, for the purpose of making a crossing the Railway Company placed planking at the crossing with Andre street and the railroad track. Since this street south of Washington street has been vacated this planking has not been removed, and the plaintiff's testimony is that the railway company has never interfered with the use of the crossing by the public. The plaintiff has no title to any part of Andre street lying within the track of the railway company,

and it does not appear that Andre street is a street south of Washington street. The question is whether, under these circumstances, he shows a peculiar damage from the closing of Washington street other in kind from that which other owners of property in the vicinity have suffered.

Both parties rely upon the case of Buhl v. Fort Street Union Depot Co., 98 Mich. 596, 57 N. W. 829, 23 L. R. A. 392. In that case it was said: "A distinction may well be held to exist between the injury which results to an abutting owner, or another so situated that the means of ingress and egress to and from his premises are cut off by a discontinuance of a street, and one owning land upon another street, or on the same street at a distance from the part of the highway discontinued."

It was further held, in substance, that where the discontinuance of the street left the premises of the plaintiff in a cul de sac, and without means of egress, the plaintiff might assert that he had suffered peculiar damages, and recover them. We have no purpose of departing from this rule. It is also undoubtedly true that, where one has a private right of way connecting his premises with a public way, he may be held to be an abutter on the street by means of the private right of way, and in such case a discontinuance of the public way would work him a peculiar injury. See Phillips v. Highway Commissioner, supra.

Does this case fall within the reason of this rule? There is nothing in this record to indicate that there is a highway crossing of this railway right of way acquired by sufferance, or that the plaintiff is either a lessee or licensee. He has, it is true, been suffered to use the same since the vacation of Andre street south of Washington street, but that he has acquired any rights as against the railway company or others is not made to appear by the record. We think, therefore, that it cannot be said that this plaintiff is shown in any sense to have property abutting upon Washington street which has been discontinued. It should be stated that the portion of Washington street east of Andre street it is conceded is not open. It does not appear that the dedication has ever been accepted, nor does it appear that the railway company joined in the attempted dedication.

The circuit judge reached the conclusion that the plaintiff had not shown himself entitled to recover, and this judgment is affirmed, with costs. The other Justices concurred.

STATE V. VANCE.

(Supreme Court of Iowa.

April 8, 1903.) LEWDNESS-EVIDENCE OF DISTINCT

OFFENSES.

1. In a prosecution for lewdness, where defendant admitted in open court, and before the

jury, that, if the acts charged were done, they were designedly done, it was error to admit, for the purpose of proving intent, evidence showing that defendant had at other times, and to other persons than complainant, made indecent exposures of his person.

Appeal from District Court, Wapello County; C. W. Vermillion, Judge.

Defendant was indicted, tried, and convicted of the crime of lewdness, and from the sentence imposed appeals. Reversed.

Jaques & Jaques and McElroy & McElroy, for appellant. Chas. W. Mullan, Atty. Gen., and Chas. A. Van Vleck, Asst. Atty. Gen., for the State.

DEEMER, J. Defendant, a dentist, was indicted for indecent exposure of his person in the presence of a young girl, who was in his office for treatment. Several witnesses, whose names were not indorsed on the back of the indictment, were examined on behalf of the state. Notice of intention to introduce this evidence was given the defendant, but the sufficiency of this notice is challenged both as to form and substance. In view of the conclusions reached, we do not deem it necessary to consider these objections. For the purpose of proving that the act was willfully and designedly done, the state was permitted to prove, over the objections, that defendant at other times and to other persons made indecent exposures of his person. At the time of making his objections defendant, through his counsel, admitted in open court, and in the presence of the jury, that, if the act with which he was charged was done at all, it was designedly done; that it was not accidental, or unintentional, or through inadvertence. Notwithstanding this admission, the court permitted the evidence to be introduced, and in its instructions said, in effect, that these transactions should only be considered for the purpose of showing the intent with which the act was done, and not as establishing the truth of the indecent exposure charged in the indictment. The rule as to evidence of similar acts at other times and with other persons than those charged in the indictment is well understood. The state cannot prove against a defendant any crime not alleged in the indictment, either as a foundation for separate punishment or as aiding the proofs that he is guilty of the crime charged. The exceptions to the rule may be classified as follows: Evidence as to other offenses is competent to establish (1) motive, (2) intent, (3) absence of mistake or accident, (4) a common scheme embracing the commission of two or more crimes so related to each other that proof of one tends to prove the others, and (5) the identity of the person charged with the commission of the crime on trial. These exceptions are illustrated and applied in the following among other cases: State v. Walters, 45 Iowa, 389; State v. Jamison, 74 Iowa, 613, 38 N. W. 509; State v. Desmond, 109 Iowa, 72, 80 N. W. 214;