I think that the judgment of the Circuit Court should be affirmed, for the reasons stated in the report of the special referee. The referee finds that the bank is the purchaser of the stock in question in good faith, and without notice of any rights of the plaintiff to the same and without notice of any fact sufficient to put the bank on inquiry as to the claims of plaintiff. In this finding the Circuit Court concurs. In order to overthrow this conclusion *Page 390 it is incumbent upon appellant to satisfy the Court that the preponderance of the evidence is against that conclusion. The testimony upon which it is sought to reverse the Circuit Court is that of Mr. Beattie, an officer of the bank, who without being positive said that when Foster transferred the stock to the bank as collateral for a loan, Foster informed him that the reason why the stock had not been transferred to Foster on the books of the company was that Maxwell, plaintiff, had asked him to hold it in that shape and give him a reasonable time in which to "redeem" it. Then an argument is built upon the use of the word "redeem," as showing that the bank was thus put upon inquiry, as that term indicated that the title of the stock was not absolute and unconditional in Foster. But "redeem," while it may mean recover frompledge primarily, means to purchase back, and when the investigation is to ascertain what notice or knowledge Mr. Beattie had as representing the bank, and it is sought to infer knowledge from his use of a word, it is but fair that Mr. Beattie's explanation be noticed, as shown by the following taken from the "Case:" "Q. What do you mean by the word `redeem?' A. My understanding was that Foster was the absolute owner of the stock at that time; the transfer of Dr. Maxwell on the stock in blank confirmed me in that belief. And in regard to what I said about what Mr. Foster said about Dr. Maxwell redeeming the stock, I meant redeeming from Mr. Foster, not that he had any right to redeem from us, but to get it back from Mr. Foster in its original shape, my understanding was that Dr. Maxwell would have to give Mr. Foster full value for the stock. Q. Did you understand that Dr. Maxwell had any claim on that stock, from what Foster told you? A. I did not understand that Dr. Maxwell had any claim whatever on it. My understanding was from conversation which I had with Mr. Foster, as I recollect it, that Dr. Maxwell had asked of Foster that he would hold that original certificate just as it was and give him (Dr. Maxwell) an opportunity of paying to Foster the value of the stock and getting it back in its original *Page 391 shape. I don't remember that Foster used the word `redeem.'"
It seems to me that the only proper inference to be drawn from Mr. Beattie's testimony is that he believed that Foster was absolute owner of the stock, and had reason to so believe from the blank indorsement thereon by Maxwell and the representation of Foster, the holder; and if Maxwell had any rights with respect to said stock, it was merely to buy it back for full value. Conceding that the bank is chargeable with notice of such a claim in favor of Maxwell, the equity of Maxwell is abundantly protected by the judgment of the Circuit Court.
The present case is not materially different from the case of Bank v. Cox, 11 Rich. Eq., 344, recognized in Fraser v.Charleston, 11 S.C. 519.