The object of the plaintiff’s bill is to obtain a transfer of certain shares of the stock of the West Amesbury *19Manufacturing Company, and payment of the dividends which have been declared thereon.
The defendant John M. Atkinson was guardian of four minor children, who are named in the bill, and as such guardian received, among other property, a certificate of ten shares of said stock on or about the 17th of February 1853, which expressed that he held it as guardian of said minors. In 1854 he received a certificate for one share, and in 1855 another certificate for one share. The last two certificates were issued as stock dividends upon the other ten shares, and did not express that he held them as guardian. On the 21st of October 1856 he was discharged from his guardianship, and the plaintiff was appointed as his successor. The defendant Joseph Atkinson was one of his sureties on his probate bond, and for the purpose of indemnifying him John M. delivered to him the certificate of ten shares, on the back of which he made an assignment of the shares to him. Joseph received it with full knowledge of all the facts. The other two shares were sold by John M. to the defendant Jackman, who purchased them in good faith, without notice of the guardianship, and for value. It is objected by the plaintiff that the assignment of the certificates to Jackman was void because it was not under seal. But by the provisions of St. 1846, c. 45, reenacted in Gen. Sts. c. 60, § 13, an instrument in wilting is sufficient, without a seal. As the shares stood in the name of John M., without stating tha he held them as guardian, Jackman is entitled to hold them, and the bill must be dismissed as to him, with costs.
The defendant John M. Atkinson sets up in bar of this suit a judgment which has been recovered against him on his probate bond. But the judgment was not rendered for the value of the shares in question in this suit, and therefore cannot be a bar to the suit.
As to the ten shares, of which the certificate was assigned to Joseph Atkinson, no authority had been obtained by John M. to transfer them, in conformity with Rev. Sts. c. 79, § 21, and the transfer of them was made without a license. But the certifi•cate gave notice on its face, both to Joseph and the corporation. *20that the shares were the property of the minors; and, upon the appointment of the plaintiff as guardian, she became entitled to have them transferred to her, and to the dividends which might be made on them. She was not a purchaser, within the meaning of the by-law set forth in the answer, and she could not present the certificate to be cancelled, because it was in the hands of Joseph, to whom John M. had assigned it wrongfully She is entitled to a decree against these parties for a transfer of these shares to her as guardian, and for the dividends which have accrued thereon, with costs.
The corporation does not appear to be in fault in respect to the two shares assigned to Jackman, and the plaintiff is entitled to a decree for their value against John M. Atkinson only.