This is an action of contract or tort to recover the amount represented by certificates of preferred and common stock of the defendant, Associated Textile Companies (Associated). The defendants filed a demurrer to the declaration which was sustained. Subsequently, the plaintiff filed two substitute declarations, to each of which demurrers were sustained. The case is here on the plaintiff’s exception to the sustaining of the demurrer1 to the second substitute declaration.
The material allegations in the declaration are as follows. On July 22, 1960, and August 16, 1960, the trustees of Associated, the defendants Sanderson, Selby and Crane, *614called for the redemption of Associated’s common and preferred stock, respectively, and declared partial liquidating dividends. On December 24, 1931, the plaintiff’s intestate, James F. Bacon, purchased Associated stock, and received certificates therefor indorsed in blank, from one Francis A. Gallop. The plaintiff, on April 7, 1967, as administrator of Bacon’s estate, presented the stock certificates to the defendant Old Colony Trust Company (Old Colony), Associated’s transfer agent. Upon presentment, Old Colony refused payment of the certificates. "At no time did [the] plaintiff’s intestate or the plaintiff register the transfer of the ownership of the Associated Stock with the defendant Associated . . . and, accordingly, the books and records of . . . Associated . . . never reflected the transfer to [the] plaintiff’s intestate and the true and lawful ownership of the . . , Stock.”
The defendants contend that the judge sustained the demurrer because the "second substitute declaration did not cure the defects in the prior declarations and . . . the assumptions of law made by the prior Court in sustaining the earlier demurrers had become the law of the case.” We do not agree. In Saxon Theatre Corp. of Boston v. Sage, 347 Mass. 662, 665, we noted with approval the rule holding "that after a demurrer to a declaration has been sustained *615and a superseding amendment has been allowed the demurrer to the original declaration will not be dealt with.” The judge is free to make his own determinations based on the allegations set forth in the amended declaration and he is not required to accept “the rulings of two prior judges on the same legal issues.”
The defendants also argue that a transferee “cannot . . . maintain an action for a dividend against the issuer of stock or its agents unless and until that transferee has applied for a transfer of the registration of the ownership” on the books and records of the corporation. However, the defendants, by relying on this line of argument, overlook the overriding objective of the “Investment Securities” Article of the Uniform Commercial Code (code), G. L. c. 106, Article 8 (effective October 1, 1958), which confers negotiability upon “securities governed by this Article.” 2 Article 8 does not require that before a “holder” of securities can enforce rights under the securities he must be the “record owner” of those securities. A purchaser acquires the rights of his transferor.3 Article 8 is first concerned with whether the instruments involved are “securities” within the definition expressed in § 8 - 102 (1) (a).4 In the instant case, the stock certificates are clearly “securities” and therefore fall within the ambit of § 8 -105 (1).
In the case before us the pleadings do not contain a *616denial of the validity of the signatures, and “unless specifically denied in the pleadings, each signature on the security or in a necessary indorsement is admitted.”5 6 With the signatures admitted, § 8 -105 (2) (c) becomes effective and the “production of the . . . [security] entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.” An indorsement in blank is sufficient to transfer legal title under- § 8-308 (2).
The defendants further contend that under § 3 of the Uniform Stock Transfer Act, St. 1910, c. 171, predecessor of G. L. c. 155, § 29 (repealed by St. 1957, c. 765, § 2), and its code counterpart, § 8-207, “a corporation and its agents are free from liability when payment of a dividend is made to the record holder of the shares in the absence of notice of a conflicting claim.” We need not now interpret § 8 - 207 or its predecessor for, in any event, the judge’s ruling sustaining their demurrer cannot be upheld. Payment, even if averred in the demurrer, is a matter of defence, not a ground for the sustaining of a demurrer. Fay v. Boston & Worcester St. Ry. 196 Mass. 329, 336. Murray v. Grossman, 289 Mass. 217, 221. See G. L. c. 231, § 28.
We do not agree with the additional contention of the defendants that the case of Palmer v. O’Bannon Corp. 253 Mass. 8, is controlling. In that case we held that unless the pledgee of stock certificates completed the blank certificates by filling in his name, he had no right to have new certificates issued or to have title to the certificates registered in his name. However, the requirements set forth in the O’Bannon case were decided prior to the adoption of the code. In so far as these requirements are inconsistent with the concepts of negotiability enunciated in Article 8, they are no longer of any effect.6
The plaintiff’s allegations are sufficient to state a cause of action.
Exceptions sustained.