Ellsworth

This action to recover damages for conversion is based upon defendant’s refusal to transfer to plaintiff certain shares of its capital stock, evidenced by a duly indorsed certificate, No. 167, which the latter had acquired from one J. F. Clark, to whom the defendant corporation had theretofore issued the stock. Judgment went for plaintiff, from which, and an order denying its motion for a new trial, defendant appeals.

As grounds for reversal, appellant claims: (1) That the stock was issued without consideration; (2) that the issuance thereof was unauthorized by the corporation; (3) that at the time when plaintiff demanded the making of the transfer, another party, with defendant’s knowledge, held an option from plaintiff’s assignor for the purchase of the stock, which fact was also known to plaintiff; (4) that a transfer of the stock would be in violation of a pooling agreement to which appellant was a party, the existence of which was known to plaintiff, and (5) that plaintiff paid no consideration for the stock.

First. There is no merit in the first contention, since the uncontradieted record shows that the stock was issued by the corporation to Clark in consideration of…