## Facts

- Herbert B. Turner owned a stock certificate for 150 shares of a Massachusetts corporation, issued in his name.
- While Turner and Mildred Turner Copperman were in Italy, Turner handed Copperman a sealed envelope marked “Property of Mildred Turner Copperman” and said, “These are yours”; the envelope contained the certificate.
- Turner stated he still needed to sign the back of the certificate.
- Two days later, in the presence of a notary and two witnesses at their hotel, Copperman produced the certificate; Turner endorsed it, filled in Copperman’s name and address, and delivered it to her, and she accepted it.
- The certificate was later delivered to the corporation’s transfer agent (Second National Bank of Boston) for transfer on the corporate books into Copperman’s name.
- After Turner’s death, the estate administrator sued to block the transfer and recover the certificate, asserting no completed gift and arguing Italian law controlled because the endorsement and delivery occurred in Italy.

## Issues

1. Whether the validity of a transfer or gift of shares in a Massachusetts corporation is governed by Massachusetts law or by the law of the place where endorsement and delivery occurred (Italy).
2. Whether Turner’s endorsement and delivery of the certificate to Copperman constituted a completed inter vivos gift of the shares under Massachusetts law, including G.L. (Ter. Ed.) c. 155, § 27.

## Decision

- Massachusetts law governed the transfer of shares in a Massachusetts corporation, notwithstanding that the parties acted in Italy.
- Turner’s actions satisfied Massachusetts statutory transfer formalities and the elements of an inter vivos gift: intent, delivery, and acceptance.
- The trial court decree for the administrator enjoining transfer and ordering return of the certificate was reversed.
- The case was remanded for entry of a final decree dismissing the bill.

## Legal Principles

- For conflict-of-laws purposes, shares in a corporation are governed by the law of the state of incorporation; that law determines the method and validity of transfer as between the parties.
- A stock certificate is evidence of the shareholder’s intangible interest; the governing law for transfer of that interest is not controlled by the physical location of the certificate or by where the endorsement and delivery occur.
- Under G.L. (Ter. Ed.) c. 155, § 27, endorsement and delivery of a stock certificate are sufficient to transfer shares as between transferor and transferee.
- A valid inter vivos gift of corporate shares requires donative intent, delivery (of the endorsed certificate consistent with the statutory method), and acceptance; when these are found, the transferee is entitled to recognition of the transfer on the corporate books.

## Conclusion

The court held that Massachusetts law controlled the transfer of shares in a Massachusetts corporation and that Turner completed an inter vivos gift by endorsing and delivering the certificate to Copperman with present donative intent and acceptance, requiring dismissal of the estate’s suit to block transfer.


Morson v. Second Nat'l Bank of Bos., 306 Mass. 588, 29 N.E.2d 19 (1940)