FARM. BK. OF MARYLAND'S CASE.—2 BLAND. 381

which alone this stock can he transferred, as the bank interprets
this clause of its charter, never can be complied with. Or sup-
pose the debtor himself be living, but insolvent and utterly desti-
tute of the means of satisfying the claim, then, according to the
position of these defendants, no transfer could be made, and the
stock standing in the name of the insolvent, with its accumulat-
ing dividends, must be locked up for ever, dead and useless to every
one.

Rejecting, therefore, those constructions of this clause which
lead inevitably to the grossest injustice, I consider it as intended
merely to give to the bank an additional security, to the value of
* the stock so held, against its delinquent debtor. The secu-
rity, which arises by operation of that clause out of such a 397
state of things, must be considered as a lieu upon, or pledge of the
stock of the debtor to the bank, who must be permitted to stand or
proceed as a mortgagee in all respects whatever. Union Bank v.
Laird, 2 Wheat. 390. Considering the bank as a mortgagee of this
stock, it might, as in all similar cases, without a bill to foreclose,
on giving notice to the debtor, have proceeded to sell at public auc-
tion; and have applied the proceeds of sale in satisfaction of its
claim, and paid over the surplus, if any. Powel Mort. 962. Or
if, after the bank had had the full benefit of the security, which
had thus accrued to it in virtue of this clause, by a sale of the
stock of its delinquent, debtor, and it should turn out, that the
proceeds of such sale were not sufficient to satisfy its whole claim,
principal, interest and costs; then it might have sued for and re-
covered the balance of the debtor, if living; or, as in this instance
have come in, for the amount so left unpaid, with the other credi-
tors for a due proportion of the assets of its deceased debtor, Powel
Mort. 1001, 1081.

But although the bank might have sold this stock without a bill
to foreclose, yet as it has hitherto and still does refuse to do so, I
see no just reason why it should not now be ordered to be sold, to
enable this plaintiff to settle up the estate of his intestate, and to
distribute the assets in due proportion among the general creditors
of the deceased; considering the bank as one of them only for so
much, if any, as shall remain unpaid after this stock, with the
dividends thereon declared and retained by it. have been so ap-
plied toward the satisfaction of its claim. I shall, therefore,
direct this stock to be sold for this purpose, and transferred to the
purchaser accordingly; and also, that the dividends which may
have been declared before the day of sale, and which have been
retained, shall be, in like manner, applied towards the discharge
of this claim of the bank.

The amonnt of the debt due to the bank from the estate of the
intestate is not specified in the bill or in the answer, nor is it stated
what dividends have been declared on the stock; these I presume