CORPORATIONS 809

An. Code, 1924, sec. 57. 1912, sec. 44. 1910, ch. 73, sec. 37G (p. 68).

61. If the indorsement or delivery of a certificate

(a) Was procured by fraud or duress; or

(b) Was made under such mistake as to make the indorsement or de-
livery inequitable; or

If the delivery of a certificate was made

(c) Without authority from the owner; or

(d) After the owner's death or legal incapacity, the possession of the
certificate may be reclaimed and the transfer thereof rescinded; unless

(1) The certificate has been transferred to a purchaser for value in good
faith without notice of any facts making the transfer wrongful; or

(2) The injured person has elected to waive the injury, or has been
guilty of laches in endeavoring to enforce his rights.

Any court of appropriate jurisdiction may enforce specifically such
right to reclaim the possession of the certificate or to rescind the transfer
thereof, and, pending litigation, may enjoin the further transfer of the
certificate or impound it.

Where owner of stock endorses power of attorney thereon authorizing such attorney
to sell, assign and transfer it, and the latter fraudulently pledges it for his own benefit,
pledgee taking in good faith and without notice is protected against claim of owner.
Right to sell includes right to pledge. Construction of statute which conforms to law
elsewhere, preferred. Jenkins v. Continental Trust Co., 150 Md. 426.

An. Code, 1924, sec. 58. 1912, sec. 45. 1910, ch. 73, sec. 37H (p. 69).

62. Although the transfer of a certificate or of shares represented
thereby has been rescinded or set aside, nevertheless, if the transferee has
possession of the certificate or of a new certificate representing part or the
whole of the same shares of stock, a subsequent transfer of such certificate
by the transferee, mediately or immediately, to a purchaser for value in
good faith, without notice of any facts making the transfer wrongful, shall
give such purchaser an indefeasible right to the certificate and the shares
represented thereby.

An. Code, 1924, sec. 59. 1912, sec. 46. 1910, ch. 73, sec. 37-I (p. 69).

63. The delivery of a certificate by the person appearing by the certifi-
cate to be the owner thereof, without the indorsement requisite for the
transfer of the certificate and the shares represented thereby, but with
intent to transfer such certificate or shares, shall impose an obligation, in
the absence of an agreement to the contrary, upon the person so delivering
to complete the transfer by making the necessary indorsement. The trans-
fer shall take effect as of the time when the indorsement is actually made.
This obligation may be specifically enforced.

An. Code, 1924, sec. 60. 1912, sec. 47. 1910, ch. 73, sec. 37J (p. 69).

64. An attempted transfer of title to a certificate or to the shares repre-
sented thereby, without delivery of the certificate, shall have the effect of
a promise to transfer, and the obligation, if any, imposed by such promise
shall be determined by the law governing the formation and performance
of contracts.