vs- JULY TERMI, 1849.
THE SAVINGS BANK OF BALTI-
MORE ET AL.

[BOMA TIDE PURCHASER OP STOCK—TRUSTEE'S RIGHT TO TRANSFER—EXECUTED
CONTRACT OF A CORPORATION FORBIDDEN BY ITS CHARTER—LIABIL-
ITY Of A CORPORATION ON TRANSFERS OF ITS STOCKS.

A BONA Fin« purchaser of stock in a bank or other corporation, standing in the
name of trustees, without notice of the trust, will be protected, whether the
trustees have the legal authority to make the transfer or not.

If there be no fraud or collusion, the bank and not the transferee must abide
the loss, if a loss be sustained by any act" of the proper officer of the bank in
the transfer of its stock, arising either from a misconception of his duty or a
want of judgment.

The mere addition of the word "trustee" to the name of the person who ap-
pears on the books of a corporation as the stockholder, with nothing to indi-
cate the character of the trust, or the party beneficially interested, will not
deprive him of the legal capacity to transfer the stock, though by so doing,
he may commit a breach of trust.

A corporation may avail itself of its want of authority to make the contract
sought to be enforced against it, though it has received and enjoyed the con-
sideration upon which it was made.

But, where a contract of a corporation has been executed by the parties to it, it
is not competent for a mere stranger to the contract to assail it, and deprive
the corporation of the advantage derived from it, upon the ground, that it was
interdicted by the charter.

Where the entry on the transfer book of a bank displayed the origin, nature
and character of the trust, and who were the beneficiaries, it was HELD—
that the bank had notice of the trusts with which the stock was clothed, and
would be responsible, if it permitted a transfer to be made by other persons
than the trustees, who alone were authorized to make it.

In such case, if the trustees themselves should offer to transfer, under circum-
atancaa calculated so excite suspicion that they were about to abuse their
trust, the bank would be bound to institute the necessaiv inquiry i and if it
omitted to do so, and loss resulted, the loss would be thrown upon it.

Where a party transfers stock as "exemtw," the bank must know that there is
a will of which, in Maryland, it is bound to take notice.

But, where the entry upon the books of a corporation only showed that the
stock stood in the names of certain persons, as trustees, without showing
who were the cetmis que trusts, or what the nature of the trust was, it was
A HELD—that this entry standing by itself, was not sufficient to put the corpor-
ation upon the inquiry, and to make it responsible, on the ground of negli-
gence.