The essential facts upon which this judgment was entered are as follows: The defendant the Securities Company, a domestic corporation, issued in the year 1899 certain certificates of indebtedness known as consols, and such obligations of the face value of $23,300 were held by the plaintiffs as executors under the will of one Ann W. Roberts, deceased; these certificates of indebtedness were payable to the order of the plaintiffs as such executors as aforesaid and were transferable only by indorsement and on surrender thereof to the said Securities Company at its office or agency; that on or about March 28, 1908, one Gibbons Gray Cornwell forged the name of the plaintiffs to an indorsement upon said certificates for transfer and presented the same to the Securities Company, which canceled such certificates and issued new certificates to the name of R. T. Cornwell, individually, who was one of the plaintiffs and one of the executors and trustees of the Ann W. Roberts estate; that thereafter the said Gibbons Gray Cornwell obtained possession of the said certificates issued in the name of R. T. Cornwell and forged the signature of the said R. T. Cornwell to the form of indorsement on the back of each of said certificates, and on or about April 1, 1908, pledged the said certificates with the forged indorsements with a firm of stockbrokers in the city of Philadelphia as collateral for a speculative account which said Gibbons Gray Cornwell had with the said brokers; that the said brokers delivered the said certificates of indebtedness to one Toland, who, on or about June 1, 1911, sold $18,000 par value of the said certificates of indebtedness and the same were purchased by the Equitable Securities Company; that the remaining $5,000 of the said certificates of indebtedness were subsequently sold by the brokers *337with whom they had been pledged and were also purchased by the Equitable Securities Company, who presented the same to the defendant the Securities Company, which received and canceled the same and issued new certificates of indebtedness for the full amount of $23,000 to the defendant the Equitable Securities Company, which company at the time of the trial held the same as its property. There is no substantial question as to the forgery of the names of the plaintiffs as executors, etc., and also of the forgery of the name of R. T. Cornwell after new certificates had been issued and registered in his name, and there can be no doubt but that the plaintiffs were entitled to a judgment against the Securities Company, canceling the transfer of these certificates of indebtedness and requiring the defendant the Securities Company to issue new certificates of indebtedness to the plaintiffs and to pay to the plaintiffs the accrued interest thereon. The court also found, and this finding was amply sustained by the evidence, that neither of the plaintiffs have at any time ratified, confirmed or validated the transfer of the said consols so negligently made by the Securities Company out of the names of the plaintiffs as executors as aforesaid, or the transfer of the said consols out of the name of R. T. Cornwell and into the name of the Equitable Securities Company as aforesaid, or the sale of the said consols to the said last-named company.
Upon these facts the court below directed judgment by which it was adjudged that the plaintiffs, as the executors of Ann W. Roberts, deceased, are entitled to the immediate possession of $23,000 face amount of consols issued by the defendant the Securities Company, and registered in the name of the plaintiffs as such executors on the books of the said company on March 27, 1900, which consols are in the possession of the defendant the Equitable Securities Company,' and requiring the defendant the Securities Company to issue twenty-three new consols of the face value of $1,000 each, respectively, and to register said consols on their books in the names of the plaintiffs as executors of the estate of Ann W. Roberts, deceased, and to deliver said twenty-three certificates so registered to the plaintiffs herein; and that the plaintiffs have judg*338ment for $1,840, being the accrued interest on the said $23,000 face amount of the consols from and after March 1, 1912. And so far as the plaintiffs are concerned that is all the relief to which they are entitled.
The transfers of these certificates on the books of the defendant the Securities Company being based upon the forged indorsements of the plaintiffs’ names as trustees conveyed no title to the transferees, including the Equitable Securities Company, and on demand the plaintiffs were entitled to have transferred to them new certificates of indebtedness certifying that they were the holders of $23,000 of these certificates of indebtedness. The Equitable Securities Company, however, to whom had been transferred these certificates, having been made a party defendant to the action, and subsequent to the institution of the action certain persons by and through whom these securities had been transferred by the brokers to whom the forger had pledged these securities as collateral security for his indebtedness, had been allowed to intervene in the case as defendants, had interposed answers, and were authorized by the order allowing them to intervene to answer the complaint and raise such issues and set up such new matter and demand such judgment both in defense against the complainant, and also as to the ultimate liability, if any, as between the defendant the Securities Company and the defendant the Equitable Securities, Company as may be right and proper in the premises. The answer interposed by these intervenors asked for judgment either dismissing the complaint, or, if the court held that the plaintiffs were entitled to such certificates of indebtedness, that the act of issuing new securities on the part of the defendant the Securities Company caused no damage whatever, either to the plaintiffs or to the defendant the Securities Company; that if the judgment of the court should be that because of any invalidity in the issue of said consols in the name of E. T. Cornwell, the consols subsequently issued to and now held by the defendant Equitable Securities Company should be surrendered or canceled for the benefit of the plaintiffs, or that defendant Equitable Securities Company pay to the plaintiffs any sum of money by reason of such invalidity, then a cross judgment be awarded to *339the defendant Equitable Securities Company to the effect that the defendant the Securities Company should reimburse said defendant in full therefor, and for such other and further relief as may be just in the premises. It does not appear by the record that the answer of these intervenors was served upon either of the original defendants, but no objection was taken to the court’s granting such relief to each of the defendants in the court below and it was, therefore, waived.
The defendant the Equitable Securities Company also interposed an answer alleging that it bought the $23,000 of bonds for full value and without notice of any of the matters alleged in the complaint; that this defendant the Equitable Securities Company, after purchasing the certificates of indebtedness, surrendered the same to the Securities Company, which issued new certificates of indebtedness in the name of the Equitable Securities Company, and since such surrender the Securities Company had paid to the Equitable Securities Company the interest due on said certificates of indebtedness; and the defendant the Equitable Securities Company demanded judgment dismissing the complaint and that in case there should be a judgment resulting in the cancellation of the certificates of indebtedness issued to the Equitable Securities Company by the Securities Company, the Equitable Securities Company demanded judgment against its codefendant, the Securities Company, for the amount of the loss or damage that it may have suffered thereby; and the defendant Equitable Securities Company further demanded judgment against the intervenors to indemnify and hold harmless the defendant on account of any judgment that may be obtained against it by reason of the acquisition or possession of $18,000, the principal amount of the certificates of indebtedness of the Securities Company acquired by them from Taylor, Smith & Evans.
It seems to me that the plaintiffs’ demand having been satisfied by the judgment requiring the Securities Company to issue to them certificates of indebtedness to the amount owned by them, the ownership of which the fraudulent transfer had never divested, and the plaintiffs having obtained the judgment to which they were entitled, the only question remaining is the judgment these defendants were entitled to as between *340themselves upon the facts found by the court or proved upon the trial. The parties being all before the court, the court has power to make such judgment as under the pleadings either party was entitled to. The Securities Company had been induced to issue to the Equitable Securities Company certificates of indebtedness to which it was not entitled, and I think the court had power to adjudge that these certificates were unlawfully issued, and that they should be delivered up and. canceled. There being no' estoppel, the Securities Company was not bound to repay to the Equitable Securities Company the amount of money which it had paid to purchase these securities, as the Equitable Securities Company never acquired any title thereto or right to have the same transferred to it. The whole loss of these parties has been caused by the illegal transfer of the securities by the Securities Company, and such transfer having been at the request of and for the benefit of the Equitable Securities Company, it seems to me that the Equitable Securities Company cannot require repayment from the Securities Company for any loss sustained by it by reason of its purchasing these securities, as the indorsement of Cornwell was forged.
There is no question of estoppel presented as I read the testimony, because the purchase by the Equitable Securities Company of these securities was not based upon any representations or acts of the defendant the Securities Company as to the validity of these indorsements or the right of the transferors of the certificates of indebtedness to the Equitable Securities Company to make such transfer. But as between the Equitable Securities Company and the intervenors, I think that company was entitled to judgment against the intervenors to recover back the money that it had paid to them for the securities that it had purchased from them. These intervenors had sold to the Equitable Securities Company certificates of indebtedness which upon their face bore the indorsement of the person in whose name the securities were registered. Of course the right to those securities depended upon the genuineness of the signature to the transfer upon the back of the certificates of indebtedness. I think that if R. T. Cornwell, in whose name the certificates then stood, had actually signed the trans-*341£er of these certificates of indebtedness, as between the interveners and the Equitable Securities Company, the latter would have been entitled to no judgment against the interveners. But the signature of. the said R T. Cornwell was forged, and the delivery of the original ceitificates with this forged indorsement transferred nothing to the Equitable Securities Company, and the Securities Company being entitled to have those securities canceled, I think the Equitable Securities Company had the right to have a judgment against the persons who had sold and delivered the said certificates of indebtedness with said forged indorsement, for the amount that it had paid to them therefor, with interest from the date of such payment.
Stress is laid by my brother McLaughlin in his opinion upon the finding of the trial court that the Securities Company had been grossly negligent in making the transfer from the plaintiffs to R T. Cornwell, and that by reason of this negligence the Equitable Securities Company is entitled to a judgment against the Securities Company for the amount that it paid for these certificates of indebtedness. I cannot see, however, that this negligence was in any way the proximate cause of any injury that was sustained by the Equitable Securities Company. A different question would be presented if R T. Cornwell had actually signed the transfer of the certificates standing in his name. Undoubtedly the Securities Company by transferring the certificates from the names of the plaintiffs as executors to R. T. Cornwell individually, had certified that R. T. Cornwell was the owner of those certificates, and if R. T. Cornwell had sold them either to the Equitable Securities Company or to the Equitable Securities Company’s transferors, undoubtedly as between the Equitable Securities Company and the Securities Company the Securities Company would have been entitled to recover the amount paid, relying upon the certificates standing in the name of Cornwell. But R. T. Corn-well never signed the transfer, and assuming that the Securities Company was estopped from denying to a bona fide purchaser for value that these certificates of indebtedness did stand in the name of R. T. Cornwell and that he had a right to sell or transfer them, R. T. Cornwell has never attempted to sell or transfer them. Whether these certificates of indebt*342edness stood in the names of the plaintiffs, as trustees, or of R. T. Cornwell, who was one of the trustees, individually, in either case they were part of the trust estate, and the mere fact that the certificates were negligently or unlawfully transferred from the names of the trustees as trustees, or to the name of one of the trustees individually, made no difference as to the right of either the defendants or the intervenors in transferring the certificates. Nothing that the Securities Company did, that I can see, estopped it from claiming as against the Equitable Securities Company or the intervenors, the fact that the transfer of these securities from R. T. Cornwell was a forgery. Neither the Equitable Securities Company nor the intervenors relied upon any act of the Securities Company as to the right of R. T. Cornwell to transfer, or as to the validity of the consent to transfer which purported to be signed by R. T. Cornwell. As between these parties, their rights must depend upon the fact that R. T. Cornwell’s name was forged to that instrument, and the Securities Company has a perfect right to say that when that forgery was discovered the purchase of the certificates, based upon ■ the consent to transfer which purported to be signed by R. T. Cornwell, but which was a forgery, was invalid and conferred no title to the certificates. And it is this distinction, I think, which differentiates this case from the cases relied upon by my brother McLaughlin, especially the case of Clarkson Home v. Missouri, Kansas & Texas R. Co. (182 N. Y. 47). In that case the court, in affirming the judgment, said: ‘‘It was contended on behalf of the defendant Gibson that only an action for conversion could be maintained as against him. The bonds were traced into his hands and he knew that they belonged to the plaintiff. If they remained in his hands, or if he had sold them and then recovered them back, the plaintiff had the right to maintain an action against Mm to recover them. But no question with reference to the form of the action appears to have been raised upon the trial. The defendants evidently tried all of the questions pertaining to their liability to the plaintiff and to each other without question as to form, and we think, therefore, it is now too late to raise such a question.” In this case the question as to the right of the defendants as between themselves was raised upon *343the trial. No question was made as to the failure of either of the defendants as to the service of the answer upon their codefendants, but the obligation of the intervenors to either of the corporations and the question as to the rights of the corporations as between themselves were distinctly raised both in the answers and by the requests to find.
I think, therefore, the judgment should be modified as above indicated and as thus modified affirmed.
Laughlin, J., concurred.
Decision and judgment modified as directed in opinion, and as so modified judgment affirmed, with costs to plaintiffs. Order to be settled on notice.