(concurring).
I concur in the result reached (and the views expressed) by Mr. Justice HEN-RIOD, but desire to make the following observations:
The former opinion of this Court published in 2 Utah 2d 74, 269 P.2d 847, seems to be predicated upon a statement which does not reflect the true facts and from which an erroneous conclusion was reached in that opinion.
The statement is made in the opening paragraph of that opinion that “between 1948 and 1950 defendant declared dividends on the thousand shares and paid them to the record owner before defendant had any notice of plaintiff’s claim to the stock in question * * * ” (Emphasis ours.)
It must be conceded that if the defendant had made payment of the dividends to the record owner, James H. Dalziel, plaintiff would have no rights except against Dal-ziel, but the dividends in this case were not paid to the record owner of the stock upon which the dividends were declared. The question therefore is, may a corporation pay dividends declared on its stock to one other than the owner of record of that stock (no element of estoppel being present) When it appears, erroneously, that the certificates of stock have been lost and the person claiming and receiving such dividends is not the record owner of the stock upon which the dividends were declared but the assignee of the widow and sole heir of the record owner, to whom new certificates of stock were issued by virtue of the provisions of Section 16-3-17, Utah Code Annotated 1953? That section permits the replacement of lost or destroyed certificates upon furnishing, among other things, a bond to protect the corporation against the rightful owner of said original certificates.
Section 16-3-3, U.C.A.1953 authorizes a corporation “to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner; * *
The original opinion, with great labor, argues that the defendant was justified in paying the dividends declared upon its stock to the owner of the certificates of stock issued, after the dividends were declared, to replace the stock which it assumed to be lost.
Had the defendant (as herein observed) paid the dividends to James H. Dalziel, *306plaintiff would 'have had no claim, against defendant but would be obliged to seek recourse against Dalziel. It was likewise intimated in the former opinion and is the position of defendant here that since plaintiff failed to surrender the certificates received by her from Dalziel in exchange for hew certificates, she cannot complain and should be estopped.
However, this Court should not read into our statutes something not there, nor should, we give to them a meaning not reasonably intended. It is a feat of no mean accomplishment to say that be,cause the corporation may recognize the stockholder of record, as shown upon its books', in paying dividends, that it may pay dividends to any person claiming to be the as-signee, not of the stockholder, but of his widow, the' sole heir and administratrix of his estate. Such judicial legislation is not to- be indulged in. Section 16-3-1 declares:
“Exclusive manner of transfer. — Title to a certificate and to the shares ■represented thereby can be transferred only: '
“(1) By delivery of the certificate indorsed either in blank or to a speci- • fied person by the person appearing by the certificate to be the owner of the shares represented thereby; or
“(2) By delivery of the certificate and a separate document containing a written assignment 'of the. certificate or a power'of attorney to sell, assign- or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.”
The provisions of Section 16-3-17, U.C. A.195.3, permitting replacement of lost or destroyed certificates does not wipe out the rights of the holder of the original certificates if and when produced, nor the rights to dividends declared thereon. In fact, the statute fully recognizes the right of the owner or transferee of the original certificates. Here, however, no stock was lost and the case calls for no pronouncement as to the situation .where stock is lost. .
In fact, as we understand the position of defendant and the original opinion, it is conceded that Leary got no title to the 800 shares issued to Dalziel, either by reason of the assignment from the record owner’s heir, or by reason of the new shares issued.
Certainly the widow, sole heir and ad-ministratrix, conveyed nothing by her assignment of all her right, title and interest/ since neither she nor her husband at his death had any right, title or interest in any of the stock theretofore transferred to plaintiff..
*307It may indeed seem harsh to require the defendant to respond twice for the dividends. It was a great hardship for the defendant to go into the market and pay over $11,000 for 800 shares of stock to avoid an over issue. But that is a matter to be corrected by the legislature and not by this Court. Nor is anything said herein intended to prevent the owner of record, who has lost his certificates of stock and who furnishes the necessary bond to have new certificates issued in place thereof, from receiving dividends declared upon the stock before the new stock was issued. In fact, as the original owner upon the records of the company of that stock, he, and he alone, is entitled to receive payment of the dividends from the company under the provisions of Section 16-3-3.