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the same, is void against the creditors, existing or subsequent, of such person." The words “assigned to A. B.” written on the back of an account, and signed by the assignor, are held to be a sufficient assignment. An order drawn by a creditor upon his debtor, for the whole amount of his debt, whether accepted or not, is an assignment of such debt.” Where any interest in land, excepting leases for one year or less, or any trust or power over or concerning lands, or in any manner relating thereto, is assigned, the assignment must be in writing, signed and sealed by the party assigning, or by his agent, lawfully authorized in writing.” Every grant or assignment, of any existing trust, in land, goods, or things in action, unless in writing, subscribed by the party, or his lawfully authorized agent, is void." Every sale made by a vendor of goods and chattels in his possession or under his control, and every assignment of goods and chattels, unless the same be accompanied by an immediate delivery, and be followed by an actual and continued charge of possession of things sold or assigned, shall be conclusive evidence of fraud, as against the creditors of the vendor or assignor, or subsequent purchasers in good faith; except in cases of contracts of bottomry, respondentia, or assignments, or hypothecations of vessels, or goods at sea, or in foreign states, or out of the state, provided possession of such vessel or goods, be changed as soon as may be after their arrival.” An assignment of a bond, note, or other instrument for the payment of money, secured by a mortgage, is held in this state to have the effect of a transfer of the mortgage also, the latter being only an incident to the debt.” The assignment of a thing carries with it all that belongs to it by right of accession—as interest, or rent. Transfers of stock in a corporation, to be valid as against third parties, must be entered in the books of the company, so as to show the names of the parties, by whom and to whom transferred, the number and designation of the shares, and the date of the transfer.’
1 wood's Dig. art. 399; Statutes O. 527. * Wood's Dig. art. 408, 404, 406; Statutes 0. * Wheatley v. Strobe, Jan. Term, 1859. 527, 528. a Wood's Dig. art. 894; Statutes O. 526. * 6 Cal. 184,
* Wood's Dig. art. 409; Statutes O. 529.
General assignments by insolvent debtors, for the benefit of their creditors, being confined to the special statutory proceeding provided in the act of the legislature of California, of 1852, are treated of in this volume under the head of “INSoLVENCY.”
Although under this statute, a general assignment of the property of an insolvent debtor in trust for the benefit of creditors, cannot be made by a voluntary assignment at common law, but is limited to the statutory assignment prescribed in that act, yet a debtor may transfer his property directly to his creditor, either absolutely in payment of his debts, or as security by way of mortgage.’
O REGO N.
The statutory provisions quoted or mentioned above, except in relation to insolvent debtors, have been enacted almost identically in Oregon. There being no special legislation prescribing a statutory assignment by insolvent debtors, the common law voluntary assignment may be here briefly considered. An insolvent debtor may give a preference to one creditor, to the exclusion of all others, provided it be done in good faith; and this even after suit commenced against him by another creditor. If the assignor reserve to himself the power to revoke the conveyance; or to change the trusts, by giving a preference to other creditors at a future time; or if he direct the surplus, after paying the preferred creditors, to be returned to him; the conveyance will be void. The doctrine is well established, that the debtor must make an unconditional surrender of his effects, for the benefit of those to whom they rightfully belong. An assignment, made by an insolvent debtor, of all his property, in trust, to pay certain specified creditors, and then, without making provision for the remaining creditors, in trust...to reconvey or reassign the residue to the debtor, is void on its face as to
the creditors not provided for; and proof that there would be no surplus will not make it good. General assignments by an insolvent debtor, giving preferences to certain creditors, are upheld reluctantly by our courts, and they must be executed in perfect good faith, and an entire and absolute surrender of the debtor's property must be made for the payment of his debts. An assignment by an insolvent debtor, in trust, to pay preferred creditors, should not authorize the trustees named therein to sell property on credit. An assignment for the benefit of creditors, authorizing the assignee, in his discretion, to change the order of preference of the creditors, is fraudulent and void. Where an assignment is made for the benefit of creditors, it must be accompanied by immediate delivery, either actual or implied, Voluntary conveyances in trust for creditors are regarded with jealousy, but the question of fraudulent intent is always one of fact, and not one of law.
The only general statutory provision upon the subject of assignments in Washington Territory, except as already stated, that actions must be prosecuted in the name of the assignee, is as follows:
All deeds of gift, all conveyances, and all transfers or assignments, verbal or written, of goods, chattels, or things in action, made in trust for the use of the person making the same, shall be void as against the existing or subsequent creditors of such person."
No bill of sale for the transfer of personal property, shall be valid as against existing creditors, or innocent purchasers, where the property is left in the possession of the vendor, unless the said bill of sale be recorded in the auditor's office of the county in which the property is situated, within ten days after such sale shall be made.”
1 Statutes W. T. p. 403. * id 404.
The law governing voluntary assignments by insolvent debtors, is substantially as quoted above, in treating of the law of assignments in Oregon.
Simple Form of Assignment (to be Endorsed upon an Instrument.)
In consideration of the sum of dollars to me in hand paid, by Geo. L. Kenny, of, &c., the receipt whereof is hereby o I do hereby transfer, assign, and set over to the said Geo. L. Kenny, his heirs and assigns forever, all my right, title, or interest in and to the within instrument. Witness my hand and seal, this fifth day of May, 1861. ALBERT L. BANCROFT. [L. S.] In presence of C. M. DERBY.
• Assignment of Bond.
Know all men by these presents: That I, A. B., of, &c., of the first part, for and in consideration of the sum of one thousand dollars, lawful money of the United States of America, to me in hand paid by C. D., of, &c., of the second part, the receipt whereof is hereby acknowledged, have bargained, sold, and assigned, and by these presents do bargain, sell, and assign, unto the said party of the second part, his executors, administrators, and assigns, a certain written bond or obligation, and the condition thereof, bearing date the fifth o of May, one thousand eight hundred and sixty, executed by E. F. to the said A. B., and all sum and sums of money, due, or to grow due thereon: And I hereby covenant with the said party of the second part, that there is now due on the said bond or obligation, accordin to the condition thereof, for principal and interest, the sum of dollars. In witness, &c.
Assignment of Note and Mortgage.
Mortgage dated the day of, &c., executed by E. F., and o: wife, to A. B., on certain premises described therein, §."; part of 50 Vara, lot, No. 203, in the city and county of San Francisco; recorded in the office of the recorder of said county, in book No. of Mortgages, pages , &c. Note bearing date the day aforesaid, executed by E. F. to A. B., aforesaid, in the sum of dollars, secured by the above mortgage, on the day of , 18 , with interest at two per cent. per month.
In consideration of dollars, to me paid, by C. D., of, &c., I do hereby assign, transfer and set over, unto the said C. D., the mortgage above described, and the note accompanying the same, as aforesaid, for his use and benefit; hereby authorizing him to collect and enforce payment thereof, but at his own costs and charges. And I do hereby covenant that the sum of dollars, with interest from the day of last past, is now due and owing on the said bond and mortgage; and that I have good right to sell and assign the Sarne.
In witness, &c.
The Same, Endorsed on Mortgage.
In consideration of dollars, to me in hand paid, by J. W. Park, of, &c., I do hereby sell, assign, transfer, and set over, unto the said J. W. Park, the within indenture of mortgage, together with the note accompanying the same, for his use and benefit. • ,
Witness my hand and seal, &c.
Assignment of Mortgage and Note—Another Form.
Know all men by these presents: That I, Michael C. Nye, of the first part, in consideration of the sum of one thousand dollars, lawful money of the United States of America, to me in hand paid by John Bidwell, of the second part, the receipt of which is hereby acknowledged, have granted, bargained, sold, assigned, transferred and set over, unto the said party of the second part, a certain Indenture of Mortgage bearing date the tenth day of May, A. D. one thousand eight hundred and fiftytwo, made and executed by George Thompson, to the said party of the first part, to secure the payment of the sum of eight hundred dollars; together with the promissory note or obligation therein joi and the money due or to grow due thereon, with the interest; which said Indenture of Mortgage is recorded in the office of the recorder of the city and county of San Fran: cisco, in Liber of Mortgages, page on the eleventh day of May, A. D. 1852, to have and to hold the same unto the said party of the second part, his executors, administrators and assigns, for their use and benefit; subject only to the proviso in the said Indenture of Mortgage mentioned.
And I do covenant to and with the said party of the second part, that I am the lawful owner and holder of the said note and mortgage, and that I have good right to sell, transfer and assign the same as aforesaid. And I do hereby covenant to and with the said party, of the second part, that there is now due and