The opinion
Gray, C. J.
The bill alleges, and the demurrer admits, that, without any negligence or any authority of the plaintiff, a certificate of five shares owned by her in the defendant corporation, having indorsed thereon a forged power of attorney to Brown to transfer the shares to Richardson, Hill & Company, was presented and surrendered by Brown to the corporation, and the shares were transferred by Brown to Richardson, Hill & Company, and that the corporation thereupon issued a new certificate for these shares to Richardson, Hill ¿5 Company, who claim to hold the same. The bill does not seek to cancel that certificate, or ask for any relief which may require a decree against Richardson, Hill & Company, or against Brown; but prays that the corpora^ tian may procure five shares of its capital stock, and record and issue to the plaintiff a certificate thereof, and pay to her the dividends thereon.
The corporation by its unauthorized and illegal act has clearly made itself liable to the plaintiff; and her right to maintain this bill against the corporation is wholly independent of the questions whether it has also made itself liable to Richardson, Hill & Company upon the new certificate, and whether it can maintain any action against them or against Brown by reason of their having obtained that certificate by means of a forged paper. It was therefore rightly held that neither of them was a necessary *445 party to the bill. Pratt v. Taunton Copper Co. 123 Mass. 110 . Machinists' Bank v. Field, ante, 345. Salisbury Mills v. Townsend, 109 Mass. 115 . Loring v. Salisbury Mills, 125 Mass. 138 . Telegraph Co. v. Davenport, 97 U. S. 369 . Dalton v. Midland Railway, 12 C. B. 458. Duncan v. Luntley, 2 Macn. & Gord. 30; S. C. 2 Hall & Twells, 78. Taylor v. Midland Railway, 28 Beav. 287, and 8 H. L. Cas. 751.
Decree affirmed