Opinion
6 Div. 21.
June 3, 1920.
Appeal from Circuit Court, Jefferson County; Horace C. Wilkinson, Judge.
Tillman, Bradley Morrow, of Birmingham, for appellants.
The attempted antenuptial agreement or gift of the shares was never consummated by delivery of the gift. 194 Ala. 469, 69 So. 934; 99 Ala. 441, 12 So. 420, 19 L.R.A. 700, 42 Am. St. Rep. 84. Under the allegations of the bill as last amended, appellee claims against each agreement and also claims under one. 72 Ala. 210; 76 Ala. 149; 77 Ala. 563; 80 Ala. 185; 87 Ala. 459, 6 So. 366; 119 Ala. 202, 24 So. 416; 31 Ala. 132; 43 Ala. 692; 152 Ala. 269, 44 So. 592; 90 Ala. 473, 7 So. 920; 188 Ala. 449, 66 So. 22; 164 Ala. 376, 50 So. 1029. Amendment adding paragraph 5 constitutes a departure. 188 Ala. 449, 66 So. 22; 164 Ala. 376, 50 So. 1029. As last amended, the bill is multifarious. Authorities supra. Appellee is not entitled to an interpretation of either agreement as prayed. 62 Ala. 14; 214 Mass. 114, 101 N.E. 62; 224 Mass. 163, 112 N.E. 641; 3 Pomeroy, § 1064; 2 Perry on Trusts, § 476a. The facts constituting undue influence are not sufficient. 202 Ala. 43, 79 So. 381; 87 Ala. 685, 6 So. 95, 4 L.R.A. 637.
Burgin Jenkins and Harsh, Harsh Harsh, all of Birmingham, for appellee.
A delivery of the certificate of shares is not essential to a transfer of the stock. 14 Corpus Juris, 673; 83 Ala. 351, 3 So. 369; 89 Ala. 544, 7 So. 773; 199 Ala. 659, 75 So. 310. The bill is not repugnant and inconsistent. Section 3095, Code 1907; 201 Ala. 185, 77 So. 711; 200 Ala. 260, 76 So. 26. There is no departure wrought by the amendment. Authorities ubi supra. The bill is not multifarious. Authorities ubi supra, and 170 Ala. 260, 53 So. 1012; 203 Ala. 8, 81 So. 676; 203 Ala. 6, 81 So. 674. Equity has jurisdiction to enforce the trust. 69 Ala. 575, 44 Am. Rep. 539; 159 Ala. 539, 48 So. 685. The allegation of undue influence is sufficient. 133 Ala. 548, 32 So. 58; 137 Ala. 267, 34 So. 228; 147 Ala. 352, 41 So. 657; 176 Ala. 262, 57 So. 760; 195 Ala. 471, 70 So. 148.
When this case was heard on former appeal ( 194 Ala. 469, 69 So. 934) this court held that as the bill averred a mere parol gift of corporate stock by Johns to his prospective bride, and the gift was never consummated by delivery of the stock, it was inoperative. The bill, however, by amendment avers, in effect, that the antenuptial contract was evidenced by a written instrument signed by L. W. Johns and delivered to complainant, which said instrument in substance transferred to complainant the shares of the capital stock of the Birmingham Railway, Light Power Company, both common and preferred, which were then owned by him, and also other property not involved in this suit. This is a sufficient averment of the assignment or transfer of the stock as between the parties, and at least gave the complainant such a right or claim thereto as could be enforced in a court of equity. Campbell v. Woodstock Iron Co., 83 Ala. 351, 3 So. 369; Union Bank v. Hartwell, 84 Ala. 379, 4 So. 156; Berney Bank v. Pinckard, 87 Ala. 577, 6 So. 364. Section 3471 of the Code of 1907, requiring the registration of transfers upon the books of a corporation, was intended only for the protection of judgment creditors or subsequent purchasers without notice, but does not invalidate other methods of assignments, transfers, or liens as between the parties. The case of Jones v. Weakley, 99 Ala. 441, 12 So. 420, 19 L.R.A. 700, 42 Am. St. Rep. 84, in no wise conflicts with this holding.
The amendment to the bill was not a forbidden departure, nor does the fact that it sought inconsistent relief render it multifarious. Section 3095 of the Code 1907; Barrington v. Barrington, 201 Ala. 185, 77 So. 711; Durr v. Hanover National Bank, 170 Ala. 260, 53 So. 1012. The authorities cited by counsel for appellant are either inapt or related to chancery pleading prior to the adoption of the section of the Code above cited.
Paragraph 4 of the bill as last amended sufficiently charges undue influence upon the part of the husband, L. W. Johns, in causing or inducing the complainant to sign the postnuptial agreements. It was not necessary for the bill to set up the quo modo or the facts constituting undue influence. Cunninghame v. Herring, 195 Ala. 471, 70 So. 148; Alexander v. Gibson, 176 Ala. 262, 57 So. 760; Letohatchie Church v. Bullock, 133 Ala. 548, 32 So. 58; Phillips v. Bradford, 147 Ala. 352, 41 So. 657; McLeod v. McLeod, 137 Ala. 267, 34 So. 228. See specially Alexander Case, supra, where the question is fully discussed, and cases to the contrary were specially, or in effect, overruled. There is an expression to the contrary in the case of Frederick v. Hartley, 202 Ala. 43, 79 So. 381, but the same was dictum, as the bill there attempted to set up the quo modo, and the facts set up did not sufficiently charge undue influence, and said expression was not only not necessary to a decision of the case, but is contrary to the established rule as laid down in the cases supra.
It is no doubt true that a court of equity has jurisdiction for the enforcement of all trusts, and can generally be called upon by an interested party to construe or interpret the instruments creating or regulating the same; but in order to obtain an interpretation the instrument should be ambiguous or susceptible of a double meaning or construction, and where there is no bona fide doubt as to the true meaning and intent of the provisions of the instrument creating the trust, or as to the particular course that the trustee should pursue, there is no need for equitable interference. 3 Pomeroy, Eq. Jur. § 1064; Clay v. Gurley, 62 Ala. 14. The last alternative of the bill does not charge any action or inaction on the part of the trustees in violation of the plain and unambiguous terms of the postnuptial agreements, or a misconstruction or misinterpretation of same by the trustees. Nor do the instruments in question present an ambiguous or double meaning which would require construction by a court of equity. The demurrer, however, presenting this question, goes to the whole bill as amended, and not to this feature of same. It is a settled rule that if the bill contains equity, though subject to specific grounds of demurrer, the defect cannot be questioned by a demurrer addressed to the bill in its entirety. Macke v. Macke, 200 Ala. 260, 76 So. 26; McMahon v. McMahon, 170 Ala. 338, 54 So. 165.
The decree of the circuit court is affirmed.
All Justices concur.