Inskeep v. The State.-Rankin v. Sanderson. INSKEEP V. THE STATE. MOTION for leave to file a petition in error to the Court of Common Pleas of Union county. T. E. Powell and P. B. Cole, for plaintiff in error. George W. Emerson, Prosecuting Attorney, and George K. Nash, Attorney-General, for the state. BY THE COURT. Where a verdict is rendered under the act of 1877 (74 Ohio L. 339, § 1; Rev. Stats., § 7240), finding a prisoner to be sane, error will not lie to review the proceedings previous to the prisoner's conviction of the crime charged. Quære, whether alleged errors in such proceedings can be reviewed on error even after conviction. Motion overruled. JAMES RANKIN ET AL. v. HENRY SANDERSON. A bill of exceptions, authorized by the act of April 12, 1858, “to relieve district courts" (S. & C. 1155), must be sealed as well as signed. ERROR to the Court of Common Pleas of Fayette county. Reserved in the district court. Harrison, Olds & Marsh, for plaintiff in error. BY THE COURT. A bill of exceptions setting out all the testimony taken under the act "to relieve district courts," etc., passed April 12, 1858 (S. & C. 1155), on the overruling of a motion for a new trial, on the ground that the judg Railroad Co. v. Robbins, Adm'r, etc. ment was against the evidence, must be signed and sealed. The only authority for taking a bill of exceptions in such case, so that the question whether the judgment was against the evidence, might be reviewed by petition in error, was found in that statute while in force, and by its terms the bill of exceptions must be signed and sealed. The necessity of the seal in such case is not dispensed with by sec. 294 of the code of 1853 (S. & C. 1029), which does not require a seal to bills of exception therein authorized, as no such bill as the one herein above described was authorized by this section. This question being thus resolved the plaintiffs in error do not desire further to prosecute this petition in error. It is therefore ordered that this cause be dismissed. CLEVELAND AND MAHONING RAILROAD Co. v. ROBBINS ET AL., ADM'RS OF ELIAS FASSETT. On the 9th of September, 1854, the Cleveland and Mahoning Railroad Company issued to V. certificates of its capital stock. The certificates declared upon their face that the stock was transferable on the books of the company upon the surrender of the certificates. On the 16th of September, 1854, the stock was sold to F. by V., who delivered to him the certificates with blank powers of attorney to enable him to have the stock transferred. The certificates were mislaid by F, and were not discovered until December, 1871. In the meantime, on May 8, 1863, the board of directors of the railroad company, on the application of V., issued to B. & P., to whom V. assumed to sell the stock, new certificates of stock, on the supposition that the original certificates had been lost by V. On the application of the administrators of F. for a transfer of the stock to their names, and for an account of the dividends, the company refused the application, on the ground of the issue of the new certificates to B. & P. The by-laws provided that no new certificates should be issued in place of any certificate previously issued, until such previous certificate was surrendered and canceled. There was also provision in the by-laws, that certificates might be issued on the special order of the board of directors, in the place of certificates lost or destroyed, on proof of such loss and destruction, and on receiv Railroad Co. v. Robbins, Adm'r, etc. ing security to indemnify the company against loss consequent upon the issuing of such new certificates. Held: 1. The issuing of the new certificates to B. & P., and the allowing the transfer of the stock to them, was a breach of the duty which the company owed to F., as the holder of the original certificates, and this breach of duty created a liability on the company to replace the stock to which F. was entitled, or to account for its value. 2. The issuing of the certificates under the by-law providing for the issue of certificates in place of such as may have been lost or destroyed, does not affect the liability of the company to F., as the holder of the original certificates. The object of the by-law is to enable persons whose certificates appear to have been lost or destroyed, to obtain others, on indemnifying the company against loss, in case other parties should assert rights against the company under the original certificates; but does not affect the rights of such parties. 3. The company is not liable for the dividends paid on the stock, before it had notice of the transfer of the certificates to F. Unlike the transfer of the stock, the surrender or production of the certificates was not necessary to draw the dividends. Until the company was notified of the transfer of the certificates, it was warranted in paying the dividends to V., the registered owner, or to his order. And by paying the dividends to B. & P., as purchasers under V., the company is as fully protected as if the payments had been made to V. directly. 4. Until the transfer of the stock to the holders of the original certificate was refused, or they had notice of the transfer of the stock to other parties, the statute of limitations did not begin to run. ERROR to the District Court of Cuyahoga county. The original action was brought by defendants' in error against the plaintiffs in error, in the Court of Common Pleas of Cuyahoga county. They set out in their petition, substantially, that on the 9th day of September, 1854, the Cleveland and Mahoning Railroad Company issued to Voce, Perkins & Co., of New York, two certificates for twenty shares each, of fifty dollars value per share, of the capital stock of the said railroad company. The certificates were numbered 340 and 341, and were in the ordinary form, transferable by their terms and by the by-laws of the company, on the books of the company, upon the surrender of the certificates. That on the 16th day of September, 1854, said Voce, Perkins & Co., for value, sold said stock, and delivered said Railroad Co. v. Robbins, Adm'r, etc. two certificates for said stock to Elias Fassett, the plaintiffs' intestate, and on the 22d day of November, Voce, Perkins & Co. executed a power of attorney on the back of each of the said certificates, authorizing the transfer of said shares to the said Fassett. That no transfer of the shares was ever made by the said company to the said Fassett in his lifetime, and that he continued to hold said certificates until his decease, which occurred May 29, 1863, up to which time no dividends were declared on the stock. That Elias Fassett, in his lifetime, mislaid said certificates among certain old papers of the said Fassett, and upon his decease said certificates came with all his papers into the possession of the plaintiffs, as his administrators, and they have ever since held the same, though the same were not discovered by the plaintiffs to be among said papers, nor found by them, until on or about the 1st day of December, 1871; immediately after which said company and said Burke and Perkins were notified of such finding. That the said railroad company, having full notice from its stock and transfer books that the said certificates so issued to the said Voce, Perkins & Co. were still outstanding and had never been surrendered, and also that the said Elias Fassett had become the holder and owner of the said stock on the 8th day of May, 1863, at the request of the said Voce, Perkins & Co., the said O. M. Burke and Joseph Perkins, without full or any other proof than the representations of the said Voce, Perkins & Co. of the pretended loss of the said certificates, said Voce, Perkins & Co., then claiming to own the same and the stock represented thereby, and representing that they had lost the same, procured said company to issue and deliver to the defendant, O. M. Burke, for himself and said Joseph Perkins, two other certificates, numbers 1759 and 1760, for the same number of shares of the said stock, to be by him held in place of the said certificates, numbers 340 and 341, so claimed by the said Voce, Perkins & Co. to have been lost. That the said Burke, prior to, and at the time of the issu Railroad Co. v. Robbins, Adm'r, etc. ing of the said certificates to him as aforesaid, was the acting secretary of the said railroad company, and that said Perkins was vice-president and one of the directors thereof. That the said O. M. Burke had previous to such issue to him for his own and the benefit of said Joseph Perkins, bought of said Voce, Perkins & Co. their pretended title to said shares of stock, with notice of the rights of the said Elias Fassett, at the rate of fifty cents on the dollar of the par value thereof, and the said Burke and Perkins claimed to be the legal holders of the said forty shares of stock in virtue of the said purchase until April 18, 1872. That at and before the time of such purchase of said pretended title, said Burke and Perkins, and said railroad company had full notice and knowledge of the fact that said certificates, numbers 340 and 341, were still outstanding, and of all the facts in relation thereto, therein stated, and that, therefore, and by reason of their relations to the said railroad company, such attempted purchase of said pretended title by them of the said stock was fraudulent, and invested them with no bona fide right or title thereto, as against the plaintiffs. That the said Burke and Perkins remained officers of the said company long after the said attempted purchase, and the said Perkins so remained until April 18, 1872. That the said O. M. Burke and Joseph Perkins, on the said 8th day of May, 1863, delivered to the said railroad company a bond of indemnity, signed by the said Voce, Perkins & Co., by J. V. Voce in liquidation, in the penalty of $2,347.33, conditioned that if the said Voce, Perkins & Co. should at all times indemnify and save harmless the said railroad company against any loss, damage, or dividends arising out of the loss of said original certificates, numbers 340 and 341, and the issuing of the new ones in the stead thereof, and the return to the said railroad company the said forty shares of the stock so issued, in case the lost certificates should thereafter be found by the said Voce, Perkins & Co., or be in the hands of any innocent holder claiming title thereto, or, if unable to return the said certificates issued to them, or other stock of said company for |