The agreed statement of facts does not show that the defendant made a sale of stock which he did not own. On the contrary, it is to be inferred that he did own it at the time of the sale, on the 11th of March 1863. The fact that the company were not then prepared to issue certificates of stock, and did not actually issue them until some months afterwards, does not affect the question of ownership. The objection that the sale was void on the ground that it was contrary to Gen. Sts. c. 105, § 6, which prohibit the sale of stocks by persons who are not owners thereof or authorized by the owners to sell the same, is not valid. The object of the statute was to prohibit gambling in stocks, and not to prohibit the bona fide sale by the real owners, merely because the company had not so far perfected its arrangements for business as to be prepared to issue certificates.

The company did not issue certificates till the autumn after the contract was made. At that time an assessment had been laid upon the shares, and each proprietor must pay it before the company would issue a certificate to him. The principal question in this case is, whether it was the duty of the seller or the purchaser to pay the assessment. We think it was the duty of the purchaser. It does not appear that the assessment was payable or had been laid at the time of the sale; and in the absence of any express stipulation, the property must be understood to *247pass in the condition in which it was at the time of the sale. The duty of the vendor would be fulfilled if he discharged all such incumbrances as existed at that time. The transfer of the property as between the parties was effected by the bill of sale. The purpose of a certificate is not to make the transfer, but to furnish a species of evidence of a transfer which has already taken place between the parties. It is important for several collateral purposes; but not for the purpose of a transfer as between the parties. The issuing of a certificate is not the act of the vendor, but of the corporation. The payment of the assessment properly belongs to the plaintiff, because it was laid upon the stock after he became the owner.

Judgment for the defendant.