Policy of Insurance.

patent, for, to, and in the several States of New York, New Jersey, and Pennsylvania, and in no other place or places; the same to be held and enjoyed by the said Y. Z., for his own use and behoof, and for the use and behoof of his legal representatives, to the full end of the term for which said letters patent are granted, as fully and entirely as the same would have been held and enjoyed by me had this assignment and sale not been made.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my seal,

KNOW ALL MEN by these presents, that whereas I, A. B., of

"day of

18 ; and

obtain letters patent of the United States for certain improvements in clocks, which letters patent bear date the whereas Y. Z., of is desirous of purchasing from me all the right, title, and interest which I have in and to the said invention, in consequence of the grant of letters patent therefor. Now I, the said A. B., in consideration of dollars [to me paid before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged], have sold, assigned, transferred, and set over, and by these presents do sell, assign, transfer, and set over, unto the said Y. Z., his executors, administrators, and assigns, all the right, title, and interest which I have in and to the said invention, as secured to me by the said letters patent, to have and to hold the same to the said Y. Z., his executors, administrators, and assigns, for his and their own use and behoof, to the full end of the term for which the said letters patent were granted, as fully and entirely as the same would have been held and enjoyed by me had this assignment not been made. IN WITNESS WHEREOF, I have hereunto set my hand and seal, this

299. Assignment of Policy of Insurance.

KNOW ALL MEN by these presents, that whereas the

A. B. [Seal.]

Insurance

Company have heretofore, for value received, issued to me their policy of

insured the building [specify the building insured] against loss or damage by fire [or, the life of

or otherwise state the nature of the policy to dollars.

of the United States [to me paid before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged], have sold, assigned, transferred, and set over, and by these presents do sell, assign, transfer, and set over, unto Y. Z., of the said policy of insurance, and all sum

Recipe.

Sheriff's Assignment.

and sums of money, interest, benefit and advantage, whatsoever, now due, or hereafter to arise, or to be had or made, by virtue thereof; to have and to hold the same unto the said Y. Z., and his executors, administrators, and assigns, forever.

IN WITNESS, etc.

300. Approval, to be Indorsed on the Preceding Assignment. The above assignment is approved.

M. N., President [or, Secretary]

of the

Insurance Company.

301. Assignment of Recipe for Making a Medicine.

am

Know all men by these presents, that whereas I, A. B., of the inventor and proprietor of a certain method of manufacturing a certain useful and marketable medicine known as the Eagle Tonic Bitters, according to a recipe in my possession.

Now I, the said A. B., in consideration that Y. Z., of

has made

and delivered to me his covenant in writing and under seal, to pay to me the sum of dollars in each and every year for years, out of the profits of him, or his executors, administrators, or assigns, in making and selling said medicine, have delivered unto the said Y. Z. a recipe, or paper writing, containing directions for manufacturing said medicine, and have sold, assigned, transferred, and set over, and by these presents do sell, assign, transfer, and set over, unto the said Y. Z., the exclusive right as against me, and my executors, administrators, and assigns, to manufacture and sell the said medicine forever.

AND I do for myself, my executors, administrators, and assigns, covenant and agree to and with the said Y. Z., his executors, administrators, and assigns, that the said recipe contains full, true, and exact directions for making the said medicine; that I have not heretofore, and will not at any time hereafter, without the consent of him or them, directly or indirectly, disclose the secret of the composition thereof, and that I will not, without the like consent, make or compound for sale, or be in any way interested in making or compounding for sale the said medicine, or any medicine containing the same or similar ingredients, and designed for the like purpose. IN WITNESS, etc.

302. Assignment by a Sheriff, to his Successor in Office. This indenture, made this day of, etc., between A. B., former sheriff of the county of of the first part, and Y. Z., the present sheriff thereof, of the second part, witnesseth: That the said A. B. doth, by and with these presents, deliver to the said Y. Z., his said successor, the jail of the said county, with its appurtenances, with the property of the said county therein, all the prisoners confined therein, all process, orders, rules, commitments, and all other papers and documents, in the custody of the said A. B., as former sheriff as aforesaid, authorizing or relating to the

Wages.

Stock.

confinement of such prisoners, and each and every of them; and in those cases where any such process has been returned, a statement in writing of the contents thereof, and when returned; all writs, summonses, and complaints, to be served, and all mense process, and all precepts and other documents for summoning of a grand or petit jury, now in the hands of the said A. B., and which have not yet been fully executed by him; all executions, attachments, and final process, now in the hands of the said A. B., except such as he has executed, or has begun to execute, by the collection of money thereon, or by a levy on property, in pursuance thereof. The delivery is made under and in pursuance of [here specify the statute]. And the said A. B. doth also herein and hereby recite and certify the property, process, documents, and prisoners delivered, specifying herein the process, or other authority, by which each of those prisoners was committed and is detained, and whether the same be returned or delivered to the said Y. Z., the said present sheriff (who hath, on the duplicate hereof, acknowledged in writing the receipt of such property, process, duments, and prisoners herein specified) that is to say:

1. The property herewith delivered is as follows: [specify it.]

2. The process herewith delivered is as follows: [give names of parties, description of process, title of court.]

3. The documents herewith delivered are as follows: [give list of them.] 4. The prisoners herewith delivered are as follows: [name them, with the dates of commitment, offences, etc.]

IN WITNESS WHEREOF, the parties hereto have hereunto interchangeably set their hands and seals, the day and year first above written.

Sealed and delivered

in presence of

A. B. [Seal.]

Y. Z. [Seal.]

Witnesses' names.

303. Assignment of Shares in Corporate Stock.(1)

[As in Form 275 to the *, continuing thus:] all my right, title, and interest in the shares, scrip, and capital stock and property of the corporation and concern known as the Company, which company has its place County, in the State of

of business in the

AND I further covenant and agree, to and with the said Y. Z., his executors, administrators, and assigns, that at the request of him or them, I and my executors, administrators, and assigns, shall and will at all times hereafter execute any instrument that may be necessary to vest completely in him or them all my right, title, and interest to said property, scrip, and stock, and to enable him or them to possess, control, enjoy, and transfer all the property and choses in action herein assigned, or intended to be assigned.

(2) In Harper v. Raymond, 3 Bosw., 29, and 7 Abbotts' Pr., 182, it was held that where a contract for an assignment of stock is made, and an assignment is afterwards delivered and accepted in pursu

ance of the contract, they may be read together to determine the intent; but if the assignment is unequivocal, its terms must control.

Miscellaneous Property.

Corporate Assignment.

304. Assignment of Wages Due.

18 and the

day of

[As in Form 275 to the *, continuing thus:] any and all sum or sums of money now due, or to grow due, to me from M. N., as wages for my services as seaman on board the ship during her voyage from New York to Liverpool and back in the year 18 [or, as journeyman carpenter, between the day of 18 or otherwise specify the services for which wages are claimed]. And I do hereby give the said Y. Z., his executors, administrators, and assigns, the full power and authority to ask, demand, collect, receive, compound, and give acquittance for the same or any part thereof, and in my name or otherwise, but at his or their own cost, to prosecute and withdraw any suits or proceedings at law or in equity therefor.

305. Assignment of Miscellanus Property, Described in a Schedule.(m)

[As in Form 275 to the *, continuing thus:] all the goods, wares, merchandise, notes, accounts, debts, demands [or otherwise, according to the contents of the schedule] specified in the schedule annexed to this assignment, to have and to hold the same unto the said Y. Z., his executors, administrators, and assigns, forever, to and for his and their own proper use and benefit.

[Add power to sue, and special covenants such as may be appropriate to the nature of the scheduled property, forms for which will be found below. Annex schedule designating the property to be assigned.]

306. Assignment by a Corporation.

KNOW ALL MEN by these presents, that we, the A. B. Company, of a corporation organized under the laws of the State of principal office at

and having a in said State, in pursuance of a resolution of the directors of the said company, passed on the day of , 18, in consideration of dollars [to us paid before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged], have sold, assigned, transferred, and set over, and by these presents do sell, assign, transfer, and set over, unto Y. Z., of , all the shafting, machinery, tools, dies, moulds, furniture, and fixtures belonging to us, and contained in our factory building at ; also all the stock and material of every kind, whether in a raw, manufactured, or partially manufactured state; all farm produce and farming implements, and all office and household furniture, and fixtures of every kind, belonging to us and contained in our building, and on our premises at and in our office at

(m) An instrument by which the assignor declares that he assigns, etc., "all his property and estate of every name, kind, nature, and description," is sufficiently broad to pass all the property of the assignor, and

; together with

all rights thereto appertaining, which are assignable in their nature. A right of action for the conversion of chattels belonging to the assignor, will pass by such words. McKee v. Judd, 12 N. Y. (2 Kern.), 622.

The Right to make Preferences.

day of

18 in

all goods and merchandise belonging to us on the the hands of [naming any agents of the company holding its goods for sale]. For a more full and accurate description of the property hereby conveyed, reference is made to an inventory of said property, bearing date on the 18 and contained in the Inventory Book of said

1

day of company [or otherwise designate the inventory].

IN WITNESS WHEREOF, the said company have hereto affixed their seal, and the president and secretary their signatures, this

day of

18

M. N., President.

O. P., Secretary.

CHAPTER. X.

ASSIGNMENTS IN TRUST FOR CREDITORS.

WHAT is commonly known as a general assignment, or an assignment in trust for the benefit of creditors, is usually a transfer of all, or the bulk of the property of one who finds himself to be insolvent, to a trustee, upon trust to sell it and distribute the proceeds among the creditors of the insolvent.

As respects the way in which the various creditors shall share in the distribution of their debtor's assets, the debtor, in the absence of legislation to the contrary, may distribute his property among them as he pleases.(a) To restrain frauds and mischief arising under the free operation of this rule, the statute 13 Eliz., ch. 5, was passed. It recites that transfers of property were often made with intent to "delay, hinder, and defraud creditors and others" of their just and lawful demands; and declares every transfer of property made with such intent to be void as against the persons delayed, etc.

The principle of this statute has been generally adopted throughout the United States as a part of our common law. (b) Irrespective of any special statute in the particular State, the validity of an assignment, upon its face, is ordinarily tested by inquiring whether its provisions are such that it tends to delay, hinder, or defraud creditors; so that it falls within the prohibition of the statute of Elizabeth.

In addition to the adoption of the principle of the English statute as a part of our jurisprudence upon this subject, many of the United States have passed special statutes;-either recognizing the right of a debtor to give certain creditors a preference over others in the distribution of the property he may assign, but providing strict guards against fraud in the exercise of that right;(c) or

(a) Jackson v. Brownell, 3 Cai., 222; McMenomy v. Ferrers, 3 Johns., 71; Wilkes v. Ferris, 5 lb., 885; Hyslop v. Clarke, 14 b., 458; Murray v. Riggs, 15 b., 571; Hendricks v. Robinson, 2 Johns. Ch., 283; affirmned, 17 Johns., 488; McMenomy. Roosevelt, 3 Johns. Ch., 446; Nicoll. Mumford, 4 16., 522; Williams *. Brown, 4 lb., 682; Wilder v. Winne, 6 Cow., 284; Wintringham . La Foy, 7 Ib., 735; Jackson v. Cornell, 1 Sand. Ch.,

489; Cunningham v. Freeborn, 11 Wend., 241.

(b) See 2 Kent's Comm. [440], 548; 4 I6. [463], 510; 1 Story's Eq., § 353.

(c) Such a statute is that passed in New York in 1860. Laws of 1860, ch. 348. It provides that assignments must be in writing, and acknowledged and recorded; that the assignor shall deliver to the county judge a sworn schedule, containing an account of the creditors, stating their resi