certificates. Subsequently he sold the shares, and assigned and delivered the certificates to Lanier and Handy. The certificates contained the same statement as to the manner of transfer that is found in this case. Two years after their purchase Lanier and Handy applied to the bank to have, the stock represented by the certificates which they held transferred to them. This the bank refused to do; on the ground that the stock had already been transferred by virtue of a sale under the former power of attorney. It was held that this refusal was unwarranted; that the party who held the certificates was entitled to the stock; and that the bank could only transfer the stock upon the surrender of such certificates. Upon the authority of Bank v. Lanier, it was held in Continental Nat. Bank v. Eliot Nat. Bank, 7 Fed. Rep. 369, that an unrecorded transfer of national bank stock will take precedence of subsequent attachment in behalf of a creditor without notice. This case was followed by Scott v. Bank, 15 Fed. Rep. 494, and Hazard v. Bank, 26 Fed. Rep. 94, in each of which the same ruling is made, and the Supreme Court of Massachusetts in Sibly v. Bank, 133 Mass. 515, construing the national bank act in the light of federal decisions and policy, reached the same conclusion.
We do not think these decisions are weakened in the least by an uncertain dictum contained in Johnston v. Laffin, 103 U. S. 800, where it is said that the transfer on the books of the bank required by the act of congress “is necessary to protect the seller against subsequent liability as a stock holder, and perhaps to protect the purchaser against proceedings of the seller’s creditors. Purchasers and creditors, in the absence of other knowledge, are only bound to look to the books of registry of bank.” The question of the rights of the seller's creditors was in no manner involved in Johnston v. Laflin. Following the decisions heretofore cited, we hold that the act of congress pertaining to the transfer of national bank stock, and the by-laws adopted in pursuance of said act, do not constitute a registry law; that such provisions were enacted for the benefit of the corporation, its stockholders
