There seems to be authority for the proposition that the corporators or shareholders may agree not to dispose of their stock for a certain time, and that such a contract may be specifically enforced by a court of equity.1 A court has specifically enforced an agreement of a stockholder to sell to other stockholders.2 But the enforcement of such a contract belongs to that receptacle which has been made the custodian of many remarkable decisions, to wit: the discretion of the court.3 But such contracts do not bind a bona fide purchaser,4 nor do they prevent a legal title in the stock from passing to the transferee, although he had notice.5 But a by-law of the corporation cannot restrain the absolute right of the stockholder to transfer his stock.6 If the provision against alienability is incorporated in the articles of agreement, it would seem to follow that it would be valid under some of the above decisions, which have entirely lost sight of the general principle of law that any restraint on alienation of real or personal property held in absolute ownership is void.7 The obvious expedient of putting the stock in the hands of a trustee does not restrain the alienation by the beneficiary of his equitable interest.8 Yet if the stock is put in the hands of a trustee, who is given the voting power, it is probable that some courts would refuse to compel the trustee to transfer to the real owner.

25 Brent v. Bank of Washington, 2 Cranch C. C. 517. 1 Merrill v. Call, 15 Ma 428 2 Coleman v. Spencer, 5 Blackf. 195. This case cannot be considered sound. See also 2 Cook on Corp., sec. 621a.

1 Williams v. Montgomery, 148 N. Y. 519.

2 Jones v. Brown (Mass.), 50 N. EL R.648

3 Re Argus Co., 138 N. Y. 557.

4 Brinkerhoof-Farris Co. v. Home Lumber Co., 118 Mo. 447.

5 See 2 Cook on Corp., sec. 621a, note 2.

6 2 Cook on Corp., sec. 621a.

Sec. 57. Eight Of Stockholders In Bank

A state statute granting to stockholders access to and the right of inspection of the books is binding upon national banks, and does not conflict with sections 5240 and 5241 of the Revised Statutes.1 Stockholders in banks have the usual remedies as. against the directors to prevent a breach of duty.2 In the case of state banks the United States courts are governed by the rules as to their jurisdiction laid down in Hawes v. Oakland, 104 IT. S. 450, and the rule of the Supreme Court in pursuance thereof.3 The remedies to inquire into elections and abuse of powers given by statute do not call for particular mention.4