812 ARTICLE 23

"Title" means legal title and does not include a merely equitable or
beneficial ownership or interest.

"Value" is any consideration sufficient to support a simple contract.
An antecedent or pre-existing obligation, whether for money or not, con-
stitutes value where a certificate is taken either in satisfaction thereof or as
security therefor.

(2) A thing is done "in good faith" within the meaning of sections 55
to 77 when it is in fact done honestly, whether it be done negligently or not,
See notes to sec. 61.

An. Code, 1924, sec. 72. 1912, sec. 59. 1910, ch. 73, sec. 37V (p. 71).

76. The provisions of sections 55 to 77 apply only to certificates issued
after July 1, 1910.
See notes to sec. 55.

An. Code, 1924, sec. 73. 1912, sec. 60. 1910, ch. 73, sec. 37X (p. 71).

77. Sections 55 to 77 may be cited as the uniform stock transfer act.
Secs. 55-77 referred to in construing Emergency Bank Act (1933, Ch. 46). Hospelhorn
v. Poe, 174 Md. 273.

An. Code, 1924, sec. 73 1/2 1927, ch. 671.

78. Assignments or powers of attorney executed by trustees, execu-
tors, administrators, guardians, life tenants, joint tenants, tenants by the
entireties, tenants in common, minors and persons incompetent to contract,
directing the transfer of shares of capital stock, rights to subscribe to
capital stock, and/or registered obligations for the payment of money
issued by any corporation of this State, when accompanied by the certifi-
cate or obligation, shall be sufficient authority to the corporation for mak-
ing such transfers, and protect it against liability of any kind in the
following cases:

(1) If a duly certified copy of an order of any Court of Record (includ-
ing therein Orphans' and Probate Courts) directing or authorizing the
transfer of such shares, subscription rights, and/or obligations, is delivered
to such corporation.

(2) If such shares, subscription rights and/or obligations are registered
in the name of one or more persons, firms or corporations as trustee or
trustees, without any reference to or description of the trust, unless the
corporation has actual knowledge that there is a breach of fiduciary obli-
gation on the part of the trustee or trustees in making the transfer, or
has actual knowledge of such facts that its action in registering the trans-
fer amounts to bad faith.

(3) If such shares, subscription rights and/or obligations are registered
in the name or names of a life tenant, life tenants, joint tenants, tenants
by the entireties, or in common, without reference to any instrument cre-
ating the tenancy, and the proposed transfer is authorized by language on
the face of the stock certificate, subscription right and/or obligation.

(4) If such shares, subscription rights and/or obligations are regis-
tered in the name of a minor, or person incompetent to contract, without
any indication on the face of the stock certificate, subscription right and/or
obligation of such minority or incompetency, and the corporation is with-
out actual notice that the registered holder is a minor or an incompetent.
Cited in McQuillen v. National Cash Register Co., 13 F. Supp. 53.