
    The New Jersey Construction Co., Plaintiff, v. The Farmers’ Loan & Trust Co. et al., Defendants.
    (Supreme Court, New York Special Term,
    January, 1903.)
    Negligence — Domestic corporation when not bound to take notice of a foreign law.
    A domestic trust company, performing a domestic trust agreement, making it the depositary of the stock of four railroads, about to be consolidated, and charging it with the duty of issuing new stock to the holders of the original stock, is not, without actual knowledge thereof, chargeable with knowledge of a foreign law — different from our own — providing that no sale, assignment, or transfer of the stock of a railroad corporation should affect the rights of an attaching creditor until recorded on the books of the corporation or until a new certificate is issued to the person to whom the stock has been transferred, and, therefore, where, in the foreign State, a creditor of a depositor of foreign stock is enabled to attach and sell it because the trust company has not had it transferred to itself, no negligence is imputable to the trust company.
    Motion to confirm the report of a trustee.
    Isaac N. Miller, for claimant.
    David McClure, for defendants.
   Scott, J.

If the question was presented as an original proposition I should entertain much doubt whether the exceptant could properly raise the question of the alleged negligence of the defendant trust company in this proceeding. That question was, however, raised by the exceptions filed to the trust company’s final report of distribution, and the order of reference made thereon amounted to a recognition by those assenting to it, which included the defendant trust company, of the exceptant’s right to raise the question. That question I therefore consider as settled. I do not find, however, that the defendant trust company was guilty of negligence. It is sought to be imputed to them as negligence that they omitted to have transferred to themselves upon the books of the New York & New England Railway Company certain shares of stock deposited with them under a trust agreement. The agreement under which the stock was deposited contemplated that the stockholders of four railroads should deposit their stock with the Farmers’ Loan & Trust Company, which was to act as trustee in the consolidation of the four roads, and to issue new stock to the holders of the original stock, issuing in the meantime its own certificates representing the stock. so deposited. This scheme was never fully carried out, and the present action was brought for a determination of the trust and to fix the rights of the parties to the property held in trust. The judgment directed the trust company, among other things, to sell certain of the stocks, including 235 shares of New York & New England stock originally belonging to one Edward Crane. When the trust company, pursuant to the direction of the judgment, undertook to sell these shares, it learned for the first time that, although it had held the certificates of stock, certain creditors of Edward Crane had attached and sold the stock in Massachusetts. This was done under a statute of the State of Massachusetts, providing that no sale, assignment or transfer of the stock of a railroad corporation shall affect the title or rights of an attaching creditor until it is recorded on the hooks of the corporation, or a new certificate is issued to the person to whom it has been transferred. If the defendant trust company had caused Crane’s transfer to itself to be recorded, or had taken out new certificates in its own name, Crane’s creditors could not have attached and sold his shares, and it is because it did not do this that the trust company is now charged with negligence. The trust agreement did not in terms require the trust company to have the deposited stock transferred to its own name, though under certain circumstances the fulfillment of the trust might have required this to be done, as, for instance, if there had been dividends to collect, or officers to elect. It does not appear that there ever were any dividends to be collected, or that the trust company ever received a controlling amount of the stock. Under the common law, and under the laws of this State, it was quite unnecessary to have new certificates issued to protect the stock against attachment and sale by a creditor of one who had assigned it to the trust company. The trust company did not in fact know of the existence of the Massachusetts statute, and cannot be convicted of negligence in failing to guard against it, unless it was bound to know and take cognizance of the law of Massachusetts. In the absence of any actual knowledge on the part of the .trust company of the peculiar provision of the Massachusetts statute, it was entitled to presume that the law of that State was the same as the law of this State, especially as the contract under which the stock was deposited was a Hew York contract to be performed in the State of Hew York. The mere fact that the railroad company was a Massachusetts corporation did not impose upon the trustee the duty of inquiring whether or not the Massachusetts law was the same as our own. Leslie v. Baillie, 2 Younge & Collyer N. R. 91. The exceptions to the referee’s report must be overruled, and the motion to set aside the report be denied, and the motion to confirm the report granted, with $10 costs.

Motion granted, with $10 costs.  