to the burden and risk of such an inquiry. An attachment, to be really such, ought to operate as a taking and holding of the thing attached.

The plaintiff cites no case to this point. The only cases bearing upon the point which we have found are Foster v. Potter, 37 Mo. 525, and Middletown Savings Bank v. Jarvis, 33 Conn. 372. In those cases it was held that an equity of redemption in stock, transferred on the books of the corporation by way of mortgage to the mortgagees, was liable to levy, or to attachment and levy, under the statutes of those states. But the decisions were largely influenced by the language of the statutes, the statutes recognizing the right to take stock under encumbrance, and providing a carefully contrived procedure for the identification of the rights or shares taken and sold, and for the protection of all concerned: See Gen. Stats. Mo., c. 160, secs. 25, 26, 53; Gen. Stats. Conn., c. 2, sec. 19; c. 14, sec. 237. It would seem, moreover, that in both states, certainly in Connecticut, the statutes in express terms extend not only to "stock or shares," but to "rights or shares"; and in the Connecticut case the court say "the language is broad, and expressly includes not only the shares of stock, but the rights in them," as a reason for holding that equitable rights are subject to attachment and levy. We do not think the cases are entitled to much weight here, our statute being so different. The plaintiff directs our attention to the General Statutes of Rhode Island, chapter 212, section 19, which provides that the officer's deed of stock sold on execution "shall vest in the purchaser all the defendant's right, title, and interest in such shares so sold," and contends that the language covers all interests, equitable as well as legal. This argument, it seems to us, involves the fallacy known as arguing in a circle, or begging the question; for it is a deed given in pursuance of a valid levy and sale which is to have this effect; and therefore, unless an equitable right is subject to levy and sale, a deed to carry out such levy and sale is of no avail. It is clear that if such rights were subject to levy and sale, a sale of them without identification or any disclosure in regard to them, as the sale, if authorized, might be made, would generally be nothing but a most unconscionable sacrifice. In Beckwith v. Burrough, 14 R. I. 366, 51 Am. Rep. 392, we decided that shares of stock were liable to attachment and execution sale as the property of the defendant, notwithstanding his previous transfer of them on the corporation books, if the transfer

was made in fraud of the attaching creditor. We so decided, not without a good deal of hesitation, being pressed by the language of the statute, on the ground that the transfer, being fraudulent and void as against the creditor, might be treated as to him as a mere nullity. In the case at bar we are asked to go further, and hold that shares which are assignable only on the corporation books are liable to attachment and execution sale, as the property of a defendant, when they have not been so assigned to him and do not stand in his name, if they have been assigned to him by transfer not on the books, so as to vest in him an equitable title. We have come to the conclusion, after a careful study and consideration of the subject under the statute, that we cannot so decide: See also Beckwith v. Burrough, 13 R. I. 294, 298.

The circumstances of this particular case are such as appeal to us strongly in favor of the plaintiff, but we do not find that they are such as will entitle us to decide in his favor without holding what we are not prepared to hold, namely, that merely equitable rights in stock are liable to attachment and execution sale. We do not think the corporation is subject to any estoppel; for, though the writ issued against Fisher, directing the attachment of his stock and shares in consequence of information received partly from William S. Slater, who was the treasurer of the corporation, that the shares had been transferred to Fisher, it does not appear that the information was, or was understood to be, that the shares had been transferred upon the corporation books. Whether, if the information given had been that the shares had been transferred upon the books, it could have created an estoppel which would avail the plaintiff, we need not decide.

Judgment for defendant for costs.

ASSIGNMENT OF CORPORATE STOCK WITHOUT ENTRY OF TRANSFER on the books of the corporation, as required by statute, is invalid as against attaching creditors of the assignor without notice: Fort Madison Lumber Co. v. Batavian Bank, 60 Am. Rep. 789. No transfer of stock is valid until the same is entered upon the books of the corporation, under the California statute: See Weston v. Bear River & A. W. & M. Co., 63 Am. Dec. 117, note 120, where other cases in that series are collected; State v. Harris, 36 Id. 460.

STOCK SOLD BUT NOT LEGALLY TRANSFERRED, WHEN OPEN TO ATTACHMENT BY CREDITORS OF VENDOR: See Colt v. Ives, 81 Am. Dec. 161, note 169, where other cases in that series are collected.

ATTACHABILITY OF EQUITABLE INTEREST: See Thacher v. Chambers, 42 Am. Dec. 431, note 432; Reed v. Upton, 20 Id. 545, note 547; Badlam v. Tucker 11 Id. 202.

WINDSOR V. BROWN.

15 RHODE ISLAND, 182.]

SUMMARY JURISDICTION OF COURT CANNOT BE INVOKED TO COMPEL ATTOR NEY to pay over to his client money collected by the former, when the client has obtained a judgment therefor against the attorney, and thereby changed the relation of attorney and client to that of debtor and creditor. PETITION. The opinion states the case.

Cyrus M. Van Slyck, for the petitioner.
George T. Brown, pro se ipso.

By Court, STINESS, J. The petitioner asks for an order of the court requiring the respondent, an attorney at law, to pay over a balance of money due to her upon an execution which she holds against him. It is admitted that he collected a claim for her; that upon a disagreement between them about the amount he was entitled to retain for services, she brought suit against him and recovered judgment; and that he has paid over to her something more than he claimed he ought to pay, but less than the amount of the judgment in her favor. As stated in Burns v. Allen, 15 R. I. 32, it is not the province of the court, in a proceeding of this kind, to adjust accounts between counsel and client. Neither does the court undertake to collect disputed claims for clients against attorneys in whom there has been an unfortunate and misplaced confidence. Nevertheless, when an officer of the court withholds funds unconscionably, or to an amount clearly above any legal claim, the court, not undertaking to settle the exact sum that may be due, but to enforce good faith and fair dealing, will require its officer to pay so much as is beyond dispute. In such a case, the question before the court is that of honesty, and the fair performance of official duty. In Balsbaugh v. Frazer, 19 Pa. St. 95, Black, C. J., said: "If the client is dissatisfied with the sum retained, he may either bring suit against the attorney, or take a rule upon him. In the latter case, the court will compel immediate justice, or inflict summary punishment on the attorney, if the sum retained be such as to show a fraudulent intent. But if the answer to the rule convinces the court that it was held back in good faith, and believed not to be more than an honest compensation, the rule will be dismissed, and the client committed to a jury trial." See also In re Harvey, 14 Phila. 287.

In the case before us the petitioner claims that, as the amount due has been determined by suit and judgment, the

balance is unlawfully detained, and should be subject to the order of the court. But this is not so. The respondent cites authority to the effect that a client in proceeding by one process waives the right to proceed by the other. In Cottrell v. Finlayson, 4 How. Pr. 242, the language seems to imply that, as remedies by suit and by summary process are concurrent, the election of one is a waiver of the other, because there should not be two suits to recover the same debt. If this is so, it follows that a petitioner seeking a summary order will be bound by that order as to the amount which may be left to be claimed for fees. Instead, therefore, of saying that one retention is so illegal or unjust as to call for the interference of the court, or that another retention, though possibly too large, is still within the range of reasonable and lawful dispute, the court would become the tribunal to try the question of fees, involving also questions of fact. We do not need to go so far as to decide whether the election of one remedy is a waiver of the other. This involves the question whether an application to compel an attorney to pay over a balance which he has no claim to hold deprives either of the parties of his right to a jury trial as to the amount that may fairly be disputed between them. It is not clear that the disputable and the indisputable claims are one and the same debt. They certainly stand on different grounds. But there can be no question that, where a client has obtained a judgment for the whole amount due him, he has thereby waived his right to summary process, for the parties no longer stand in the simple relation to each other of counsel and client. The respondent is not before the court simply as its officer. He is the petitioner's judgment debtor. The summary jurisdiction of the court cannot be invoked when the relation of attorney and client has been changed to that of debtor and creditor. As stated in In re Davies, 15 Week. Rep. 46, "the money owing from Davies, which has been received by him as attorney, has been converted into a judgment debt, and no longer exists as the debt which was due from him as an attorney."

See also Bohanan v. Peterson, 9 Wend. 503, where the client had taken a note from the attorney.

The petition must therefore be dismissed.

POWER OF COURTS TO EXERCISE SUMMARY JURISDICTION OVER ATTORNEYS: Bee Burns v. Allen, ante, p. 844, and note where this subject is discussed. ATTORNEY IS OFFICER OF COURT: Case of Austin, 28 Am. Dec. 657.

PEOPLE'S SAVINGS BANK IN PROVIDENCE V. WILCOX.

[15 RHODE ISLAND, 258.]

JURISDICTION OF COURT OF LIMITED JURISDICTION MAY BE QUESTIONED COLLATERALLY and disproved, even though the jurisdictional fact be averred of record, and actually found upon evidence by the court, where the jurisdiction depends on some collateral fact which can be decided without going into the case on its merits. But where the question of jurisdiction is involved in the question which is the gist of the suit, so that it cannot be decided without going into the latter question, the judgment therein is collaterally conclusive.

COURTS OF PROBATE IN RHODE ISLAND are courts of limited jurisdiction.
GRANT OF LETTERS OF ADMINISTRATION ON ESTATE OF ONE WHO DID
NOT RESIDE WITHIN JURISDICTION of the court making the grant at the
time of his death is void, and may be attacked collaterally.

INTERPLEADER. The opinion states the case.
James Tillinghast, for the complainant.

Edwin D. McGuinness, for respondent Wilcox.

George T. Brown, for the other respondents.

By Court, DURFEE, C. J. Mary A. Wilcox died November 4, 1882, leaving on deposit, in the People's Savings Bank, in the city of Providence, the sum of about eight hundred dollars. Shortly before her death, she made a gift causa mortis of the money to the defendant George A. Sayer, delivering to him the bank-book to that intent, in trust, nevertheless, to pay from said money her debts and funeral expenses, and to pay the residue over to one Emma B. Moshier, her cousin. She was, when she died, and for some time had been, a domiciled inhabitant of the city of Providence, resident therein, though she had at a previous period resided in the town of Tiverton. Shortly after her death, to wit, on December 4, 1882, the defendant Holder N. Wilcox, her uncle, and one of her next of kin, was appointed administrator on her estate by the court of probate of Tiverton, on his application, wherein she was described as "late of Tiverton, deceased." Subsequently, to wit, on March 11, 1885, the defendant George A. Sayer was appointed administrator on her estate by the municipal court of the city of Providence, a court exercising probate jurisdiction in said city. The defendants both claim the deposit, Wilcox as administrator, and Sayer both as administrator and as donee causa mortis. The question is, Which of the two is entitled to it?

Sayer contends that the court of probate of Tiverton had no