The second plea alleges that the bonds were issued by the authorities of Chambers County, in payment of a subscription to the stock of the Eufala, Opelika, Oxford and Guntersville Railroad Company, under the Act of December 31, 1868, and that the said railroad company did not, prior to or since the issuing of the bonds by its president and a majority of its directors, proposed to the defendants that they should take and subscribe for a certain amount of stock at a certain price per share and pay for the same in bonds of the County; that the bonds were issued without authority of law and are void, and that the plaintiffs are not bona fide holders thereof without notice. but no harm had resulted therefrom, that it bama. To this complaint the defendant answered that it did not undertake and promise in manner and form as the plaintiffs had complained against it, and of this it put itself upon the country, and the plaintiff did the like. This issue involved everything that was involved in the special plea. Neither of them involved the factum of the bonds. The special plea did not purport to deny their execution, but assuming such execution by the professed agents of the County, alleged that it was without authority of law and that the bonds were void. The general issue did not involve it, as by the practice in Alabama the execution of a written instrument cannot be questioned unless the defendant by a sworn plea denies its execution. Clay, Dig., 340, § 152; Sorelle v. Elmes, 6 Ala., 706; Lazarus v. Shearer, 2 Ala., 718. This plea was demurred to specially, and the demurrer was sustained by the court. That the plea amounted to the general issue was not among the causes assigned for demurrer. We have held many times in relation to bonds of this character, that where the persons appointed by law to certify that the preliminary requisites have been complied with, do so certify, that their certificate is conclusive in favor of the holder who, on the strength of such certificate, pays his money for the bonds without notice of the defect or illegality. Grand Chute v. Winegar, 15 Wall., 355, 21 L. ed. 170; Lynde v. Winnebago Co., 16 Wall., 6, 21 L. ed. 272; R. Co. v. Otoe Co., 16 Wall., 667, 21 L. ed. 375. We have never, however, held that such defect or irregularity could not be set up by the maker of the bonds where the suit upon them was brought by one who had not paid value for them, or who had notice of the defect or irregularity. In this lies the difficulty with the demurrer to the plea we are considering. The plea alleges in substance that no legal proposal was made to the County by the railroad in question. This proposal is undoubtedly a matter of substance. The statute authorizes a subscription and loan by the County only upon the basis of a proposal in writing, from the railroad company, made by the president and a majority of its directors, proposing that the County shall take an amount of its capital stock, to be named, at a certain price per share, and pay for the same in such bonds of the County as shall be specified in the proposal. This proposition is to be submitted to the quali- The issue of bona fides and notice was also. fied electors of the County for their acceptance presented by each of said pleas. The plaintiffs or rejection. Notice of the terms and amount alleged in their complaint that they were the of the proposed subscription is required to be owners and holders of the bonds and coupons published. If a majority of the qualified vot-mentioned, "and that they were purchased by ers shall vote for subscription, the proposition of the company shall be deemed to be accepted, and the subscription is authorized to be made in the manner and upon the terms set forth in the application, and the bonds may be issued in payment thereof. Stat. Ala., Dec. 31, 1868. The proposition is a necessary preliminary without which there can be no legal action in issuing the bonds. Where a plea avers that there was no such proposition, and avers also that the plaintiffs are not bona fide holders of the bonds without notice, a case is stated in which the validity of the bonds cannot be sustained by any holding of this court. While we think there was error in the judgment upon this plea it seems to have been a harmless one. The defendants had another plea 322*1 which covered the same ground. In Grand Chute v. Winegar, supra, we held that where a plea had been improperly stricken out, Both pleas did involve the question of authority. When the plaintiffs alleged that certain persons for the County of Chambers had issued their bonds, that they were the bonds of the corporation, they thereby alleged that the persons issuing them had power and authority to act for the County in issuing them. When the defendant denied that in fact it undertook and promised, as the plaintiffs in their complaint alleged, but not denying that in form its bonds were issued, *it denied the authority of [*323: the persons who so professed to act in its behalf. The same issue in this respect was presented in the two pleas. them for value before any of them fell due:" This allegation was specifically denied in the special plea, where it was averred that the plaintiffs were not bona fide holders without notice. It was also denied by the general issue, which denied the purchase and holding entirely, as well as the purchase for value before maturity. In assumpsit any matter which shows that the plaintiff never had a cause of action may be proved under the general issue. Sisson v. Willard, 25 Wend., 373; Brown v. Littlefield, 11 Wend., 467; Edson v. Weston, T Cow., 728. The logical and orderly mode of a trial, where it was intended to investigate the issue we have been considering, would be this: to sustain their claim the plaintiffs produce the bonds and coupons. The execution not being put in issue, this establishes the plaintiff's case, and establishes presumptively that they are holders for value before maturity without notice. Swift v. Tyson, 16 Pet., 1; Goodman v. Simonds, 20 How., 343, 365, 15 L. ed. 934, 941; Murray v. Lardner, 2 Wall., 110, 17 L. ed. 857. The defendant then produces such proof as it may possess that the plaintiffs were not holders for value, or that they received the coupons after maturity, or that they had notice of the defects alleged. If it establishes either of these points the question of authority in the agent is then open. farther. See, however, Pugh v. McCormick, 14 Wall., 375, 20 L. ed. 791. The constitutionality of the Act of the Legislature authorizing the issue of these bonds has been examined by the Supreme Court of Alabama, and the Act has been held to be valid. Ex parte R. Co., 45 Ala., 696; Lockhart v. Troy, 48 Ala., 579; Comrs. Ct. of Limestone Co. v. Rather, 48 Ala., 433. These decisions are binding upon us, and we see no occasion to controvert them. The question and the order of proof in these Further evidence in relation to the proposal respects would be the same, whether the trial was offered by the defendant. The defendant's was had upon the general issue or upon the spe- counsel was inquired of whether any other evicial plea. It seems quite clear that the judg-dence was proposed in connection *there-[*325 ment upon the demurrer to this plea worked no with, meaning to inquire, as we understand, harm to the defendant. whether evidence of want of ownership or of good faith for value, or a knowledge of the defects alleged was intended to be offered. The question was answered in the negative, and the evidence was excluded. We think this ruling was right. From the evidence given on the trial it would appear that such was the understanding of the 324*] parties. This is shown by what is said in the deposition of Mr. Clews, which was read without objection, wherein he stated, "Said ninety-three bonds of the County of Chambers were received by my said firm in good faith and for value paid, both I and my firm relying upon the good faith and credit of said County of Chambers, that said bonds and the coupons thereto attached would be paid according to the tenor and effect thereof." The defendant also proved by the president of the railroad company, "That the plaintiffs got the bonds in April, 1870, from J. C. Stanton, to whom said bonds had been transferred on account of advances made by Stanton after the election in said County of Chambers, as to the subscription to the stock of said railroad company, but before the actual issue of said bonds, and on an agreement that said bonds should be transferred when issued. The plaintiff obtained said bonds in April, 1870, under advances made at that time and an agreement to make future advances which they have done to about $100,000, and hold said bonds as collateral security for such advances." The third plea is not attempted to be maintained in the appellant's brief, and we do not, therefore, discuss it. On the trial the plaintiffs produced the bonds and coupons and offered to read the same in evidence. To this the defendants objected, for the reason that there was no evidence that the bonds were authorized to be issued by the defendants, and that there was no evidence that the seal annexed was the seal of the probate judge or of the defendants. We have already considered this point, and have shown that the objection was not valid for either of the reasons mentioned. There was no issue upon the execution of the bonds. It was further objected that there was no revenue stamp upon the bonds, as required by the Act of Congress. We have no knowledge whether there were stamps of any amount or to what amount upon these papers. The bill of exceptions is silent upon that point. Its assumption in an objection, as a ground of objection, is no evidence of the fact. R. Co. v. Gladmon, 15 Wall., 401, 21 L. ed. 114. The fact must appear by the record as an existing fact in the case. If the objector wishes the point to be passed upon by the appellate court, he must take care that the fact shall sufficiently appear in the record. We do not discuss the question None of the objections are well taken, and the judgment must be affirmed. The case of The County of Lee, plaintiff in error, v. Clews, defendant (No. 79.) involved the same questions and is decided by the same principles. The judgment is affirmed. HENRY MICHAELS et al., Appts., HOYT POST, Assignee in Bankruptcy of Harlow E. Macary and Henry S. Macary. (See S. C., 21 Wall., 398-429.) Release obtained by fraud-evidence of-conclusive decree-fraudulent decree-impeachment of bankrupt decree-fraudulent prefer ence. 1. When the discharge of a debt is procured by gross deception, misrepresentation and fraud, it is null and void, and such debt may be made the basis of a petition to declare and adjudge the debtor a bankrupt. 2. Where it is objected that the decree adjudging a debtor to be a bankrupt was procured by fraud, such defects should be specifically pointed out; and if they consist of matters of fact, the evidence to support the objection should be the subject of distinct reference in the assignment of errors. 3. A decree of the district court in a bankruptcy case is conclusive of the fact decreed, except when it is called in question in the court where it was entered, or by some direct proceeding in some other court of competent jurisdiction. 4. Whenever a judgment or decree is procured through the fraud of either of the parties or by the collusion of both, for the purpose of defrauding some third person, such third person may escape from the injury thus attempted, by showing, even in a collateral proceeding, the fraud or collusion by which the judgment was obtained. impeachment in proceedings under the Bankrupt 5. But a judgment is no more liable to collateral Act, except for the purpose of showing that the judgment in question was designed as a means of avoiding the equal distribution of the debtor's estate among his creditors, than it is to such impeachment in the court where it was rendered. 6. Decrees in bankruptcy are entitled to the same verity, and are no more liable to be impeached collaterally than any other judgments or decrees rendered by courts possessing general jurisdiction. 7. Creditors are forbidden to receive a preference in fraud of the Bankrupt Act from a debtor; and if the debtor shall be adjudged a bankrupt, the assignee may recover back the money or other property so paid, conveyed, sold, assigned or transferred contrary to that Act, provided that the person receiving such payment or conveyance had rea It is a contract based upon a valuable consideration, and can no more be avoided or disregarded than any other contract. There were, in fact, two considerations. One Decided Dec. 21, recites this consideration. was the purchase by Sloman. The instrument sonable cause to believe that a fraud on the Bankrupt Act was intended, or that the debtor was insolvent; and such creditor shall not be allowed to prove his debt in bankruptcy. [No. 85.] Argued Nov. 24, 25, 1874. 1874. PPEAL from the Circuit Court of the United States for the Northern District of New A York. The bill in this case was filed in the court below by the appellee, as assignee in bankruptcy, to set aside a certain sale of goods, alleged to be fraudulent. A decree having been entered in favor of the complainant, the respondents took an appeal to this court. The case is fully stated by the court. Mr. John Norton Pomeroy and Theo. Bacon, for appellants: An adjudication of bankruptcy, being a decree in rem, may be impeached by a stranger to it, by his showing, either in a direct proceeding brought for that purpose, or by collateral attack and by way of defense, that the court rendering it had not in fact acquired jurisdiction. I. In the case of tribunals of limited, special and a fortiori of mere statutory jurisdiction, the jurisdiction is not presumed, but must affirmatively appear on the record, otherwise the judgment is void, or at least voidable. If the record shows affirmatively that the jurisdictional facts did not exist, the judgment is absolutely void and cannot be aided by proof aliunde. 1 Smith, Lead, Cas., n. to Crippen v. Durden, pp. 991, 992, and cases there cited; Galpin v. Page, 18 Wall., 350, 21 L. ed., 959, and cases cited by Field, J.; see, also, cases under next sub-point. II. Even if the record of such a tribunal does aver the existence of the jurisdictional foots, this averment is only prima facie true. The record and judgment may be impeached by a collateral attack and in a defensive attitude or proceeding, by showing that the jurisdictional facts did not exist. This rule applies alike to the decisions in rem and to decisions in personam between the parties. 1 Smith, Lead. Cas., p. 995; 2 Am. Lead. Cas., n. to Mills v. Duryee, p. 786; 2 Smith, Lead. Cas., Duchess of Kingston's case, pp. 438, 446, (marg.); 1 Greenl. Ev., § 339; 1 Phil. Ev., 343, 344; 2 Cow. & H. Notes, note 551, pp. 799, 800, 801; Starbuck v. Murray, 5 Wend., 148, 158; Williamson v. Berry, 8 How., 495; Holyoke v. Haskins, 5 Pick., 20; Borden v. Fitch, 15 Johns., 121; Mills v. Martin, 19 Johns., 7; Latham v. Edgerton, 9 Cow., 227; Foot v. Stevens, 17 Wend., 483, per Cowen, J.; Bloom v. Burdick, 1 Hill, 130, and cases cited; Rogers v. Dill, 6 Hill, 415; Chemung Canal Bank v. Judson, 8 N. Y., 254, per Ruggles, J.; Shumway v. Stillman, 6 Wend., 447; Noyes v. Butler, 6 Barb., 613, per Paige, J.; Howard v. Gossett, 10 Q. B., 359; In re Goodfellow, 3 Bk. Reg., 114; Thompson v. Whitman, 18 Wall., 457, 21 L. ed., 897, and numerous cases cited. The petitioning creditor, A. T. Macary, was not, as a matter of fact, a creditor of his sons, Harlow E. and Henry S., when he instituted the proceedings against them; he had executed and delivered to Sloman or Michaels, a release of his demand. 21 WALL U. S., Book 22. The second consideration was the cancellation in full of all the defendant's demands against Macary Brothers. The fact that the petitioning creditor is an actual creditor of the intended bankrupt, is a jurisdictional fact; it goes to the jurisdiction of the district court to entertain the proceeding, and the absence of this fact is fatal to the validity of the adjudication and all that has been done under it. It was a gross fraud on the court for A. T. Macary to conceal the release and discharge of his demand, which he had executed, and to represent that he was a creditor of his son's at all. In order that there should be the intent to prefer one creditor, or to commit a fraud upon the Act by a transfer or payment to such creditor, there must necessarily be, in fact, other creditors who are not satisfactorily provided for, and the creditor to whom the transfer is made, must know or have reasonable grounds of believing that there are such other creditors, and that they are not satisfactorily provided for by the debtor. Wadsworth v. Tyler, 2 Bk. Reg., 101; Warren v. Tenth Nat. Bk., 5 Bk. Reg., 479; see, Wager v. Hall, 16 Wall., 584, 21 L. ed., 504, per Clifford, J.; Toof v. Martin, 13 Wall., 40, 20 L. ed., 481, per Field, J. Messrs. M. W. Cooke and H. B. Brown, for appellee. *Mr. Justice Clifford delivered the [*413 opinion of the court: Debtors, owing debts to the amount of $300, who have committed any one of the acts of bankruptcy enumerated in the 39th section of the original Bankrupt Act, may be adjudged bankrupts on the petition of one or more of their creditors, the aggregate of whose debts provable under the Act amounts to $250, provided such petition is filed within the period therein prescribed. By that section it is declared to be an act of bankruptcy if such a debtor shall make any assignment, gift, sale, conveyance or transfer of his estate, property, rights or credits, with intent to delay, defraud or hinder his creditors, or if, being bankrupt or insolvent, or in contemplation of bankruptcy or insolvency, he shall make any payment, gift, grant, sale, conveyance or transfer of money or other property, estate or credits, with intent to give a preference to one or more of his creditors; and the provision is that if such a debtor shall be adjudged a bankrupt the assignee may recover back the money or other property so paid, conveyed, sold, assigned or transferred contrary to that provision, provided the person receiving such payment or conveyance had reasonable cause to believe that a fraud on the Bankrupt Act was intended, or that the debtor was insolvent; and the further provision is that such creditor shall not be allowed to prove his debt in bankruptcy. 14 Stat. at L., 536. Proof of the most satisfactory character, is 33 521 exhibited in the record that the debtors described in the bill of complaint were, on the first day of December, 1869, adjudged, by the District Court of the United States for the district where the debtors resided, to be bankrupts, on the petition of the creditor therein named, and that such proceedings subsequently took place that the complainant was duly appointed the assignee of their estate. Argument to support those allegations is unnecessary, as they were admitted in open court, and it is equally clear that the assignee was 414] duly qualified and that all the estate, *real and personal, of the bankrupts was duly assigned and conveyed to the assignee, as required and directed by the 14th section of the Bankrupt Act. Nor is any discussion of those matters necessary, as they also were admitted at the hearing in the circuit court. Abundant proof is also exhibited to show that the bankrupts, prior to the commencement of the proceedings in bankruptcy, were engaged in business as retail traders, and that they were largely insolvent; that the principal means they possessed, either to pay their debts or to support their families, consisted of a stock of clothing, hats, caps and other furnishing goods for gentlemen, not much exceeding in value the sum of $4,000, and that they sold and conveyed the whole of their stock of goods, on the 25th of October preceding the date of the decree by which they were adjudged bankrupts, at the instigation and for the exclusive benefit of the appellants, who were their largest cred itors. Such sale and conveyance having been made less than a month and a half before the vendors were adjudged bankrupts, the assignee claimed that the sale and conveyance were null and void, and that the attending circumstances were such that it became and was his duty, as such assignee, to take proper measures to cause the goods or their proceeds to be restored, as belonging to the estate of the bankrupts, and to procure, if practicable, a decree that the purchasing creditors should not be allowed to prove their debt against the estate of the bankrupts. Pursuant to that view the complainant instituted the present suit, in which he alleges, among other things, that the appellants held demands against the bankrupts exceeding $4,000, and that the appellants becoming fearful that they should lose their claim, and being anxious to have the same paid or secured, they, or one of them in behalf of the firm, made a visit to the bankrupts at their place of business, and that while there they took an inventory of their stock of goods and proposed to buy them out and leave the goods in the store of the vendors, and permit them to continue their business and to sell the goods for the vendees at 415*] such prices as they, the vendors, could get for the same, and to account to the vendees at the prices which they, the vendees, should mark the goods at the time of the sale, with the right on the part of the vendors to keep the balance for their commissions in selling the goods; that the respondents also proposed, as the complainant alleges, in order to induce their debtors to consent to the proposed arrangement, that they, the respondents, would furnish them additional goods to sell, on the same terms, as they, the debtors, should need thereafter to keep up their stock; and the further allegation is that the respondents also suggested that an or der to have the transaction "look all right," it would be better to have the goods transferred to some third person, naming the one to whom the goods were subsequently conveyed for their benefit. Objections were at first made by the debtors, but they finally acceded to the proposal, and assigned and transferred their entire stock of goods to the person named by the respondents, he, the nominal grantee, paying therefor the sum of $4,000 in money, drafts and his promis sory notes, all of which were immediately handed over to the persons for whose benefit the sale and purchase were made, and that they gave to their debtors a receipt in full of all demands. Beyond all doubt the debtors expected to remain in the possession of the goods and to be permitted to sell the same on commission, but the complainant alleges that the nominal vendee in a few days thereafter, acting under the advice and instructions of the real purchasers of the goods, made a demand of the same from the debtors; and that the latter having refused to surrender the possession, the person who made the demand sued out a writ of replevin against the debtors in possession, and succeeded in recovering the goods, which, with a few outstanding accounts, constituted the entire property of the debtors; and that the taking away the said goods from them as aforesaid left them stripped of all means of paying their other creditors, to whom they were largely indebted, and several of whom have since proved their claims against the estate of the bankrupts. Prefaced by these allegations, the complainant charges in the bill of complaint [*416 that the entire transaction of the pretended sale and transfer of the goods and of the payment of the price by the money and notes, was but a scheme on the part of the respondents to obtain a preference over other creditors within four months before the petition in bankruptcy was filed, in violation of the express provisions of the Bankrupt Act, and that the respondents knew all about the pecuniary condition of the debtors, and knew that their assets were not equal in value to their indebtedness, and that they were insolvent. Superadded to that, the complainant also charges that the sale and transfer of the goods and the turning over of the money and notes to the respondents were not made and done in the ordinary course of the business of the debtors; and that the respondents had reasonable cause to believe at the time of the transaction that the pretended sale and transfer were made in fraud of the provisions of the Bankrupt Act. Wherefore, the complainant prays that the sale and transfer may be decreed to be, in effect, a sale and transfer to the respondents, and if not, that they may be decreed to account to him, as such assignee, for the money and notes so turned over and transferred to them as afore said, and that the respondents may be decreed to have lost any and all claim to any share or dividend in the estate of the bankupts. Service was made and the respondents appeared and filed an answer, as follows: (1) They deny each and every of the allegations and statements of the answer. (2) They allege that the vendee of the goods made the purchase of the debtors without any intention of defrauding or in any way or manner affecting the creditors of the vendors, and without any knowledge or information that the owners of the goods had any other creditors that could, in any way, be affected by the said purchase; and that the purchase was made by him with the consent and approbation of the petitioning creditor in the bankrupt proceedings. (3) That the proceedings in bankruptcy were void and of no effect, and that they were collusive and a fraud upon 417*] the Bankrupt Act; *that the petitioner in the case was not, in fact, a creditor of the bankrupts, and that the proceedings were instituted and prosecuted at the request and in the interest of the bankrupts, and with their consent, contrivance and approbation, and by collusion with them. (4) That the proceeds of the sale were paid over to the bankrupts, and were received by them, with the consent and approbation of the petitioning creditor, who is their father, and that he was present and consented to all that was done in respect to the sale of the goods and the disposition of the proceeds, and they deny that there are other creditors who would or could institute such proceedings against the bankrupts. Evidence was taken on both sides and the parties were fully heard, and the circuit court entered a decree for the complainant, as follows: (1) That the complainant recover of the respondents, principal and interest, the sum of $4,213.69 and costs of suit. (2) That the repondents be, and they were hereby adjudged to have lost any and all claim to any share or dividend in the property of said bankrupts, or in any property, money or effects obtained or to be obtained by the complainant by this decree, or from any share in the estate of the bankrupts in the hands of the complainant, as such assignee. Subsequently a final decree was entered and the respondents appealed to this court. Since that time the appellants have appeared and filed the following assignment of errors: (1) That the circuit court erred in adjudging that. the complainant recover of the respondents the sum mentioned in the decree, or any sum whatever. (2) That the said court erred in adjudging that the appellants be debarred from any share in the estate of the bankrupts. (3) That the said court erred in not deciding that the proceedings in bankruptcy were wholly void and of no effect, on the ground that the district court had no jurisdiction of the petition, because the petitioner was not a creditor of the bankrupts. (4) That the said court erred in not deciding that the bankrupt proceedings were wholly void and of no effect, on the ground that the proceedings were fraudulently instituted 418*] *and prosecuted. (5) That the said court erred in deciding that the goods were transferred to the appellants in a manner to constitute a violation of any provision of the Bankrupt Act. Viewed in the light of the assignment of errors, the objections to the decree of the circuit court embody three affirmative propositions, as follows: (1) That the proceedings in bankruptcy were void and of no effect for the reasons which are set forth in the third and fourth assignments. (2) That the decree is in favor of the wrong party, for the reasons set forth in the first and fifth assignments of errors. (3) That the proofs did not warrant the court in adjudging that the respondents should be debarred from any share in the bankrupt's estate. 1. Even a slight examination of the transcript will be sufficient to show that neither of the alleged errors is apparent in the record of those proceedings, nor is there anything apparent in the record which affords any support whatever to either of the alleged objections. Instead of that, the record shows that the petition in bankruptcy was in due form and that all the proceedings antecedent to the decree adjudging the debtors to be bankrupts were regular and in strict conformity to the Bankrupt Act; nor is it pretended that there was any irregularity in the proceedings which led to the appointment of the assignee, or in his administration of the bankrupt's estate, or in the assignment and conveyance of the same to him as required and directed by the 14th section of the Bankrupt Act. Such an objection, if made, could not be sustained, as the petition in bankruptcy is set forth at large in the transcript; and it was admitted by the respondents, in open court, that the debtors, on the day heretofore named, were adjudged bankrupts by the said district court, upon the petition of the creditor named in the petition; and the express admission is, that the adjudication was made, in the ordinary manner, upon default, and that an assignment of their effects was made, in due form, to the assignee. Every pretense, therefore, that there is any such error apparent in the [*419 record, is foreclosed by the stipulation contained in the transcript. Attempt is made in argument to maintain the first proposition by reference to the evidence reported in the record, but it is clear that the parts of the evidence referred to, when properly understood, afford no countenance to any such theory. What the respondents assume is, that the evidence warrants the conclusion that the insolvents were not indebted to the petitioning creditor, and that the proceedings in bankruptcy were instituted and prosecuted by the petitioner in collusion and with the consent and approbation of the insolvent debtors; but it is demonstrable that a proper analysis and construction of the parts of the evidence invoked to sustain that issue will show that the whole theory is utterly destitute of any foundation. Unexplained, it may be admitted that the act of the petitioning creditor in discharging his claim against his sons at the time the respondents purchased their stock of goods would af ford some support to the assumed theory; but it is quite obvious that the evidence of that act, when weighed in connection with the attending circumstances, proves the very reverse of the theory it is invoked to support. Sufficient appears in the circumstances under which that discharge was given, to show that it was procured by the false representations and the gross fraud and deception of the respondents, or of the senior partner of their firm, and that he was acting for the benefit of his partner as well as of himself. By the pleadings and proofs it appears that the respondents are wholesale clothing merchants, doing business in Rochester, in the State of New York, and that the insolvent debtors mentioned in the bill of complaint, prior to the sale of their stock of goods to the respondents, were retail traders engaged in |