In re the North Shore Staten Island Ferry Co. , 63 Barb. 556 ( 1872 )

By the Court, Gilbert, J.

The statute under which this company was incorporated, (3 Edm. Stat. p. 872,) provides that the stock of the company shall be deemed personal estate, (§ 10,) and that each stockholder shall be entitled to as many votes as he owns shares of stock in said company. (§ 4.)

Upon the' death of Mr. Wilson, the intestate, and the appointment of Mr. Fowler and Mrs. Wilson as administrators of his goods, &c., and their acceptance of the trust, the latter became, by operation of law, vested with the legal title to the stock in question, and consequently stockholders of the company, representing the estate of the decedent. As such they had all the rights appertaining to the ownership of the stock, one of which was the right of voting at elections of directors of the company. (The People v. Tibbets, 4 Cowen, 364. Baily v. Hollister, 26 N. Y. 112, Middlebrook v. Merchants' Bank, 3 Keyes, 135.) No formal transfer on the books was necessary to give this right.

[Second Department, General Term, at Brooklyn September 9, 1872.

The fact that the decedent held the stock subject to a trust or duty in favor of others does not affect the question.

The right to vote follows the legal ownership, and the corporation has nothing to do with the equities between the owner and third persons.

Upon the death of a trustee of personal property, the trust devolves upon his representative. And as to everybody except the cestui que trust, the latter is absolute owner. (Bunn v. Vaughan, 3 Keyes,- 345. Ex parte Wlileocks, 7 Gowen, 402.) As trustee, however, he owes the duty of active management for the protection and preservation of the trust estate. Where that consists of stock in a corporation the duty of voting at elections of directors thereof is too plain for argument.

The order appealed from should be affirmed, with costs.

J. F. Barnard, Gilbert and Tappen, Justices.]