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Page 828
200 A.2d 828 
41 Del.Ch. 580, 16 A.L.R.3d 1009
William Axer GRAHAM, Plaintiff,
Appellant,
v.
COMMERCIAL CREDIT COMPANY, a Delaware
corporation,
Defendant, Appellee.
Supreme Court of Delaware.
May 21, 1964.
Page 829
[41 Del.Ch. 581] Thomas J. Healy,
Jr., of Metten, Healy & Collins, Wilmington,
for plaintiff.
Robert H. Richards and E. Norman
Veasey, of Richards, Layton & Finger,
Wilmington, for defendant.
TERRY, C. J., and WOLCOTT and
CAREY, JJ., sitting.
WOLCOTT, Justice.
This is an appeal from an order
of the Vice Chancellor refusing to compel
the issuance of stock certificates.
The appellant is a stockholder
and director of Commercial Credit. He was
the owner of 11,600 shares and as the result
of a stock split became entitled to
certificates for an additional 11,600
shares. The additional shares had a market
value at the time in excess of $500,000.
Commercial Credit's transfer
agent following its usual custom sent the
appellant certificates for 11,600 shares by
registered mail properly addressed to him
but not requiring his personal signature for
[41 Del.Ch. 582] its receipt. On May 4, 1961
the envelope containing the certificates was
delivered at the appellant's residence in
Baltimore to a maid, one of two domestic
servants, who receipted for the envelope.
The envelope was then delivered by the maid
receipting for it to the second maid who
deposited it in a basket in the appellant's
bedroom with other mail which had
accumulated in his absence.
Page 830
The appellant at the time was visiting in
California. At the time he left for
California the appellant had not given any
instructions either to Commercial Credit's
transfer agent or the postal authorities
concerning the authority of his domestic
servants to receive and receipt for
registered mail. Similarly, he had given no
express instructions to his servants
concerning the acceptance of mail.
Upon the appellant's return from
California he learned that the new stock
certificates had been issued. He made search
for the envelope containing those sent him
but was unable to find them.
The appellant notified Commercial
Credit and its transfer agent that he had
not received the new stock certificates,
whereupon the transfer agent placed an
immediate stop order on the transfer of
these particular certificates. Since then
the missing certificates have not been
presented for transfer and none of the
parties have any knowledge of their present
location.
Appellant demanded that new
certificates be issued to him but Commercial
Credit refused to do so unless indemnified
with a corporate surety bond against any
loss resulting from the issuance of
duplicate certificates. The cost of such a
bond to the appellant would be approximately
$20,000. The refusal to issue new
certificates except upon indemnifcation was
taken pursuant to a bylaw requiring an
indemnity bond unless waived by the Board of
Directors.
It appears that Commercial
Credit's transfer agent readily issues new
certificates for those lost if the value of
the lost certificates is less than $100,000
but that an indemnity bond is required where
the value is in excess of $100,000.
Based upon the foregoing, this
action was brought to compel the issuance to
the appellant of new certificates for 11,600
shares pursuant [41 Del.Ch. 583] to 8 Del.C.
§ 158, which provides that every holder of
stock shall be entitled to have a
certificate representing his stock.
The sole issue before us is
whether or not the certificates for 11,600
shares mailed to the appellant and delivered
to his home were issued. If they were not
issued, then 8 Del.C. § 158, requires the
issuance to the appellant of certificates
representing the stock.
It is clear that the mere
preparation of stock certificates by the
company does not constitute the issuance of
stock.
Smith v. Universal Service Motor Co., 17
Del.Ch. 58, 147 A. 247. In this case the
facts were that an employee of the company
made out certificates in the name of the
plaintiff but there was no proof that the
certificates so made out were ever delivered
to the plaintiff. It was held that under
these circumstances the stock was not issued
to the plaintiff since 'delivery, either
actual or constructive, is essential before
a certificate can be said to have been
issued.' The Chancellor went on to say that
no issuance of stock takes place until a
certificate duly made out passes from the
custody and control of the company into the
possession of the stockholder or of some
person as agent for him.
The ruling of the Chancellor in
the Smith case, which we approve, further
narrows the issue before us to the question
of whether or not, under the circumstances,
the letter containing the certificates
issued to the appellant came into his
possession.
Appellant argues that he never
had possession because his domestic servants
had no authority to accept delivery of
registered mail addressed to him.
A domestic servant is one whose
duties are to serve the needs and wants of
the employer's household. As such, the
domestic servant in the absence of specific
instructions to the contrary is expected to
perform duties usually and normally required
to serve that purpose. Jack v. Berlin's
Estate, 149 Pa.Super. 531, 27 A.2d 455;
Catto v. Plant, 106 Conn. 236, 137 A. 764.
In determining the scope of
authority of a servant it is not necessary
that it be
Page 831
expressly spelled out by the employer. The
scope of authority depends upon the nature
of the task for which the servant [41 Del.Ch.
584] is hired and, of necessity, includes
all the necessary means of performing
properly the job for which the servant is
hired. Geylin v. de-Villeroi, 2 Houst. 311;
In re Mulco Products, Inc., 11 Terry 28, 123
A.2d 95, aff'd
Mulco Products v. Black, 11 Terry 246, 127
A.2d 851.
The facts of this case are that
appellant hired two maids to serve the needs
and wants of his household. He went off to
California, leaving them to all apparent
purposes in charge of the household. This
can mean only that he expected them to do
all things necessary in that respect. While
there is little in the record to show what
in particular they did, it may safely be
assumed that they did the ordinary housework
of cleaning, etc., and in all probability
accepted deliveries from tradesmen. It is
also quite apparent that they were expected
to receive the appellant's mail for it had
been placed by them in a particular basket
to await his return.
We think, therefore, that the
maid had the implied authority to accept and
receipt for registered mail addressed to her
employer and delivered in his absence to his
home. This being so, it follows that the
stock certificates constructively came into
the possession of the appellant.
This being so, 8 Del.C. § 158 has
no pertinency in the case at bar since that
statute pertains solely to the right to have
an original issue of stock. In this case the
stock was issued because it was forwarded
and delivered to an agent of the appellant.
Smith v. Universal Services Motor Co.,
supra.
Appellant argues that it is
unfair to compel him to deliver a corporate
security bond to indemnify the appellee. He
makes an appealing argument in this respect
but it is made in the wrong forum. 8 Del.C.
§ 168, provides a means to compel the
issuance of new certificates for lost or
misplaced stock certificates. The exclusive
jurisdiction to entertain such an
application is lodged with the Superior
Court. This, however, is an action in
Chancery to compel the issuance of
certificates on the theory that they had
never been issued. Appellant's argument as
to the fairness of the requirement of a bond
has no [41 Del.Ch. 585] bearing upon the
question of the first issue of certificates.
If it is relevant at all, it would be an
action under 8 Del.C. § 168, and not in an
action under 8 Del.C. § 158, which this is.
For the foregoing reasons the
judgment below is affirmed.
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