
    Leonard Jarvis, Administrator, &c., versus Daniel D. Rogers.
    The certificates of the stock of a company had, by a vote of the company, been made transferable by indorsing the name of the person to whom they issued on the back thereof; one of the company, holding such certificates, indorsed his name thereon, and pledged them as collateral security for a debt; which was afterwards paid, out of the debtor's funds, by his friend; who received the certificates, and afterwards pledged them, so indorsed, to a creditor, as collateral security for his own debt. —It was holden, that the said creditor might lawfully hold them, as against the original owner, until the debt, for which they were originally pledged to him, should be paid, f
    t See Jurvis, Adm,, vs Rogers, 15 Mass Rep. 389.
    Trover for sundry certificates of shares in the stock of The New England Mississippi Land Company.
    
    The cause was tried before the Chief Justice, upon the general issue, at the last November term in this county ; * when it was proved, that Leonard Jarvis, the plaintiff’s intestate, was one of the purchasers of a tract of eleven millions of acres of land in the State of Georgia, who operated together under the aforesaid name, and agreed to issue certificates of shares in their stock, which should be transferable by indorsement ol the name of the person to whom they issued on the back-thereof.
    The intestate held certificates for five hundred thousand acres, and having indorsed his name on the back of those described in th» declaration, pledged them to one Pierpont for money borrowed. Afterwards Joseph Russell, Esq., deceased, discharged the debt to Pierpont, with funds belonging to the intestate, and by his consent and direction, and took the certificates into his possession, where they were suffered to remain, without being demanded by the intestate, until-; when the said Russell, by the intervention of one Marston, a broker, pledged the same to the defendant, as collateral security, with a promissory note signed by said Russell and made payable to Marston or order, who indorsed the same to the defendant without accountability as indorser. Upon this note and collateral security the defendant lent to Russell the sum of $ 1500.
    After the death of Russell, the said Marston, being desirous to discharge himself of all agency, gave up a receipt which he had taken from the defendant for these certificates, showing that they were held as a pledge to the defendant; who thereupon gave a similar receipt to Mr. Otis, the attorney of Mrs. R., administratrix of the estate of said Joseph Russell; the sum of ijp 500, of the money borrowed, having been paid, and a new note for the balance, like the former, having been given to the defendant, in the lifetime of the said Russell. This last note remained due at the time of the trial, the plaintiff not having paid or tendered to the defendant the money due him, and for which the certificates were pledged.
    The judge instructed the jury, that the defendant had * a right to retain, and therefore that no conversion was proved. A verdict was thereupon returned for the defendant ; which was objected to, on the ground that Russell had no property in the certificates, nor any authority to pledge them for securing his own debt. If this objection was well founded, a new trial was to be had; otherwise judgment was to be rendered on the verdict.
   No argument was had ; and the opinion of the Court was delivered by

Parker, C. J.

This case is distinguishable from the common cases of agents, factors, and commission merchants, to whom property has been intrusted for special purposes, and who have no right to exceed that authority. We do not question any of those cases, nor those which have decided that he, to whom property has been pledged, cannot transfer a title in such property to another.

We proceed upon the ground, that the plaintiff’s intestate had, by bis own act, together with the other members of the Mississippi Company, given a negotiable quality to these certificates, by first voting that they should be transferable by indorsement, and then putting his name on the back, and suffering them to go into the market with this transferable quality about them. It is not important to ascertain, whether, to all intents and purposes, they were legally assignable or not; for it cannot lie in the mouth of him, who offers them to the world in this shape, to deny the effect of his own words and actions.

If Russell abused bis trust by pledging the certificates, instead ot holding them in trust for Jarvis, this is an affair to he settled between the representatives of those parties. The certificates being lawfully in the hands of Russell, with the name of Jarvis on the back, without any restriction of the use of that name ; and there being a vote of the company, in which Jarvis concurred, that they should be transferable in that manner ; it is enough for the defendant that he received them as collateral security for a debt, and that the debt has not been discharged. When that debt is *paid, or a legal tender thereof made, as he received them only to secure the debt, he will probably deliver the certificates to whomsoever they shall appear lawfully to belong.

Judgment according to the verdict.

[Jarvis vs. Rogers, 15 Mass. R. 105; Story on Bailments, § 322, et seq. — Ed.]  