burrow sir edward Worseley et all assignee of Richard Slader a bankrupt versus  DEMATTOS and SLADER Tuesday that February conveyance by a trader of his whole  substance to a particular creditor n act of bankruptcy refer to Lomax v Buxton  lr c p the present question come before this court after a trial at law before  Lord Mansfield upon a feign issue out of the court of chancery to try whether  one Richard Slader a trader be a bankrupt and dly if he be a bankrupt then  upon what particular day he become so and that particular day on which he  shall be find to have become a bankrupt be to be endorse upon the postea it be  soon agree as to the first point that he certain do become a bankrupt by ail  undoubted clear act of bankruptcy commit on the that of November but upon the  second point as to the time when he first become a bankrupt it be insist oil  behalf of the plaintiff that he become a bankrupt anterior to that that of  November videlicet upon the d of October namely by the very execute the deed  in question which bear the latter date for they allege this deed to be  fraudulent and the execute it to be Self facto a act of bankruptcy within the  statute of James c which statute express make any fraudulent grant or  conveyance of the trader land or good Whereby his creditor may be defeat or  delay of their just debt a specific act of bankruptcy if the deed be  fraudulent within the true intent and meaning of the statute he certain commit  a act of bankruptcy on the d of October if it be not he do not commit any act  of bankruptcy till the that of November the jury find he a bankrupt and by  consent the follow order be make at nisi prius videlicet that either party be  at liberty to move the court and if the court shall upon such motion be of  opinion that the deed of the d of October be under all the circumstance  fraudulent and the execution of it by Richard Slader a act of bankruptcy  then  the postea shall be mark on the back thereof that the say r S become a  bankrupt on the say d of October but if the say court shall be of opinion that  the execution of the say deed under all the circumstance by the say r S be not  a act of bankruptcy then the say postea shall be mark on the back that the say  r S become a bankrupt on the that day of November burrow the form of the rule  under which it come before the court be thus It be order that the plaintiff  show cause why the postea in this cause shall not be endorse that Richard  Slader become a bankrupt on the that day of November V section that pa v of  that Act burrow er p Lord Mansfield first repeat the whole evidence very  particular and minutely which after the counsel have do be resolve by the  opinion of the whole court into the follow case videlicet James Davis a agent  of Isaac do Mattos know Slader to be indebt and that he can not carry on his  trade unless somebody in London in the nature of a banker will pay his draught  negotiate in the month of July a agreement between the say Isaac do Mattos and  Richard Slader that do Maitos shall pay Sladers draught upon have security the  nature of the security and the term of the agreement appear only by the deed  of the d of October prepare and procure to be execute by James Davis and James  Whitehead both of they agent of Isaac do Mattos the deed in question bear date  the d of October and recite Sladers title to the mill and premise and also his  be concern in and carry on diverse branch of merchandise and other business  and his have frequent occasion to draw and remit sum of money from and to  London and his have request Isaac do Mattos to be his agent or banker there  and that in order to indemnify he for so do Slader have agree to transfer and  assign all his estate and interest in the premise aforementioned in the say  indenture and also all his stock use and employ in the trade of brew and make  malt and in the business of a cornfactor and miller to the say Isaac do Mattos  his executor administrator and assign for that purpose and then the deed  import that for the purpose aforesaid and in part performance of the say  agreement and in consideration of S he the say Slader grant assign c his say  message corn water mill and diverse other thing subject to a mortgage then  subsist on part thereof and further in full performance of the say agreement  and for the consideration aforesaid he grant c all his stock utensil and other  thing use in his trade of brew and malt and of a corn factor and miller  consist of copper tun back cool pump cistern screen and other implement and  also all his changeable stock consist of debt horse cart cask hop beer ale  wheat barley malt coal wood burrow and all other good and commodity belong  employ or make use of in the say several trade or any of they and all his  estate right title interest property claim and demand whatsoever thereto and  to every or any part thereof to the say Isaac do Mattos his executor c  defeazanced however on his the say Sladers pay and make good to the say Isaac  do Mattos all the sum of money which he shall advance and pay on any note  draught bill or write of the say Slader and on his indemnifying do Mattos  against the same and all matter any way touch or concern the say agency this  deed further contain the common covenant and there be a receipt endorse for  the S considerationmoney in it be also a covenant that in case of breach of or  failure in the condition c or any part thereof then and from thenceforth it  shall be lawful for the say Isaac do Mattos his executor c to enter possess  and enjoy the say land and premise c and also to take to his and their own use  and use absolute all and singular the premise last beforementioned videlicet  the stock c upon the that of October Richard Slader draw a bill upon Isaac do  Mattos by authority from he for but to give it credit it be make Payable to  the say James Davis and endorse by he upon the d of October Richard Slader  draw another bill upon Isaac do Mattos by authority from he but to give it  credit it be make Payable to the say James Whitehead and endorse by he Isaac  do Mattos himself personal know that the affair of Richard Slader be in  confusion and hire Samuel fill who he send down in the month of October to be  bookkeeper to this Richard Slader fill accord go and have examine all Sladers  account and affair by the that of October the deed which have be a  considerable time prepare be execute on the d of October and be witness by the  say James Whitehead James Davis and Samuel fill the bankrupt continue in  possession of every thing convey by the say deed and James Davis take occasion  to tell the creditor of Richard Slade that the say Slader will do very well  that he have recommend he to two good man and that Slader have give a mortgage  of the mill and other leasehold premise burrow er p but James Davis conceal  and do not mention Sladers have assign his general effect burrow upon the that  of November Slader tell Davis and fill both together that he can not stand and  consult they what to do the result of which consultation was that fill by  order of Slader the same day give possession to Davis as agent of de Mattos  who immediate set out for London the next day the that of November Slader  order fill to deny he on the that fill do deny he accord and tell the reason  that it be to commit a act of bankruptcy Slader have nothing of value but what  be comprise in the deed of the d of October and he trade as a brewer maltster  cornfactor and miller but carry on no other trade after the that of November  Isaac deMattos pay the say two draught endorse by Davis and Whitehead after ld  Mansfield have report the evidence the counsel for the plaintiff proceed to  show cause and they urge the deed to be mere colourable and so fraudulent as  to constitute in itself a act of bankruptcy be to the intent to defeat and  delay his creditor or whereby they may be defeat or delay they cite   twine  case and the rule and resolution contain in it and urge that the present case  be full within it they also cite Elizabeth c and James c which go further than  Elizabeth likewise Inst on the statute of marlebridge Rep curson case S p more  ld paget case upon the statute of fugitive beyond sea make year Elizabeth in  which they observe that Elizabeth c be in rastal and not elsewhere style  Tucker v Cosh peer wms small v oudley et all where a goldsmith assign  twothirds of his stock in the wine trade and it be hold good but contra if it  have be of all his good c also lucas Rep dr goodfellow case and rial v Rowls  in cane that January and they observe that here be no possession alter no  estimate or account take of the stock c nor any consideration pay the counsel  for the defendant insist that even if it be grant that this deed be fraudulent  as against creditor or purchaser yet it will not be a act of bankruptcy for  the Act have a proviso to except deed make good fide and upon good  consideration burrow this deed be make good fide and upon good consideration  it be make by Mr Slader a trader in the country to secure Mr de Mattos who  agree to become his banker or agent in London and to permit Slader from the  country to draw upon he in town and the only intent of it be to indemnify de  Mattos against Sladers overdrawing unwin v Oliver in cane Tr g be a like case  determine by the Lord chancellor and this transaction tend to enable the  country trader the better to carry on his trade and be far from be intend to  deceive his creditor it must be agree that this deed of assignment include  good and utensil as well as the house and mill c and that there be no previous  appraisement but that be quite unnecessary because it can not be then know how  much money be to be secure as to the owner continue in possession the case of  Meggot v mill ld raym b r be so and yet not fraudulent precedent in chancery  Bucknall et all v Roiston be the like and in the nature of the thing  possession can not be deliver in the present case because the debt to be  secure be future and uncertain so that this continue in possession be no mala  fides no badge or evidence of fraud because it do not give the owner a false  and fallacious credit neither be it secret but notorious and it be not with  intent to defeat and delay his creditor but to their benefit and calculate to  support Sladers credit and to enable he to pay his creditor the generality of  a deed be not always and necessary a evidence of fraud for unless there be a  trust either express or imply there be no fraud and here be no trust either  express or imply nor can de Mattos recover more than be fair owe to he the  case of rial v Rowls be right determine that a security may be lose burrow er  p by suffer a continuance in possession but it do not follow that our  continuance in possession constitute a act of bankruptcy here be neither  imposition nor collusion it be only a mortgage of his personal property and  for a fair consideration to prove it not to be a act of bankruptcy they cite  several case in the case of de goll v ware in the quo mind be indeed clear and  plain the next case burrow where a deed be consider as a act of bankruptcy be  ashley case but that be also quite clear so again in Mackrells case late where  it be indeed give up but there be nothing intentional ill in the present case  if this mere give security to indemnify his banker be a act of bankruptcy it  can never afterward be purge which will be a great inconvenience to trade  because it be a common case and this man give it to his former banker as well  as to de Mattos it be no act of bankruptcy unless the deed be fraudulent as  well as intend to give unjust preference to one creditor before another and  there be no pretence in the present case that any bad use have be make of this  deed the that clause in James c will be nugatory if the second be to be  understand to make the execute such a deed as this a Self facto act of  bankruptcy it be only a contingent and collateral security depend upon future  event and circumstance and therefore there can not in the nature of the thing  be either delivery of immediate possession or any particular  considerationmoney express and de Mattoss be liable to be damnified be of  itself alone a good consideration the case of unwin v Oliver p g in cane be  this unwin be appoint receiver by that court and thereupon oblige to give  security assign his debt as a security among other thing to the person who be  bind for he in a recognizance upon that occasion and afterward he become  bankrupt this assignment of his debt be hold good bankruptcy be consider by  the act of parliament as a crime the description of a act of bankruptcy or of  a person become bankrupt must be therefore take strict and the act that  constitute bankruptcy must be do with intent to defraud or delay creditor put  the case of a officer in the revenue appoint a trader his deputy and for his  indemnity take from such deputy such a deed as this be will the execute it  make the trader a bankrupt the Act of James c take care of a inconvenience to  the creditor arise from the trader continue in possession but such assignment  have never be consider as constitute a act of bankruptcy small v oudley peer  wms Jacob v shepherd burrow there cite rial v rowis in cane January which be a  assignment by harvest the bankrupt of all his good utensil c and be make  liable to future money to be advance the counsel for the plaintiff in reply  urge the inconvenience that must arise to trade from such general assignment  of all a trader effect in trade unvalued and unappraised in order to secure  eventual debt not exist at the time of execute the deed and insist that James  c express make such conveyance act of bankruptcy here be no consideration of  any money pay or any debt real contract nor be any money afterward advance  upon this deed and for what be then owe to Mr de Mattos he have at that time a  warrant of attorney to confess and enter up a judgement though it be afterward  destroy when he actual take possession under the deed now in question and  indeed if there have be a real debt subsist yet this have be a undue  preference within the Act but as it be not so nor any thing do in consequence  of this deed it be mere fraudulent nun of the case on either side be in point  in Unwins case there be a consideration for a indemnity be a good  consideration and the case go no further than to prove that it be so but of  movable chattel possession ought to be instant and actual give and of  immovable or remote chattel possession of every title to it and every thing  that can in the nature of the thing be do towards it whereas here be no  attempt to take possession till the man be determinate go to become bankrupt  by a plain indisputable act on the that of November therefore this general  provision for one particular creditor imply a secret trust burrow er p or  conciliate favour which be a badge of fraud and collusion and no argument can  be draw for mortgage of land where it be the usual method for the mortgagor to  remain in possession to the keep possession of good assign over and if this  have be a honest transaction there will have be a appraisement and a schedule  and it will not have be leave thus at large as to its not be to be afterward  purge that burrow do not alter the case at all for no act of bankruptcy can be  purge but by obtain a certificate as to James c continue in possession be  always look upon as a evidence of fraud that law be only declarative of what  be the law before the case cite of ware Ashley and macrell prove nothing  against we at all Lord Mansfield say the court will consider it both upon the  particular circumstance and upon the general principle and it will be proper  to consider the subject with regard to trader in general under Elizabeth c as  well as to trader become bankrupt and they will give notice when they be ready  to declare their opinion Lord Mansfield now deliver the opinion of the court  the question be whether upon all the above circumstance Slader become a  bankrupt on the d of October or on the that of NovemberAnd the postea be to be  endorse as to the time of Sladers become bankrupt accord to the opinion of the  court all the act concern bankrupt be to be take together as make one system  of law they be all to be construe favourable for creditor and to suppress  fraud whether a transaction be fair or fraudulent be often a question of law  it be the judgement of law upon fact and intent the indemnity which be the  consideration of the deed in question I allow to be a good valuable and true  consideration and I allow this deed to be a valid transaction as between the  party but valid transaction as between the party may be fraudulent by reason  of covin collusion or confederacy to injure a three person for instanceA buy a  estate from b and forget to register his purchase deed if c with express or  imply notice of this buy the estate for a full price and get his deed register  this be fraudulent because he assist b to injure a or if a man know that a  creditor have obtain a judgement against burrow his debtor buy the debtor good  for a full price to enable he to defeat the creditor execution it be  fraudulent again if a man know that a executor be waste and turn the testator  estate into money the more easy to run away with it buy from the executor with  that view though for a full price it be fraudulent Marriagebrocage bind secret  agreement different from the open treaty of marriage and many other case that  may be put though for a true and valuable consideration as between the party  be fraudulent by reason of deceit or injury consequential bring upon three  person twine case even in the criminal prosecution be of this sort the  consideration of the sale be more than sufficient and undoubted true whether  this deed be of that sort will depend upon the whole purpose of it as to all  except the leasehold it can not have the effect of a conveyance if de Mattos  permit Slader to continue in possession by the express tenor of the deed  Slader be to have the absolute order and disposition as before in fact he be  permit to continue in possession and act as owner they who deal with he trust  to his visible trade and stock they trust to the bankruptlaw that he can  neither have sell or mortgage and in case of a misfortune that his effect must  be equal distribute they be impose upon by false appearance to deceive the  more under a fictitious show of credit the bill draw upon de Mattos be make  Payable to and endorse by his own agent Davis one of his agent express tell  the creditor that Slader will be very well that two good man upon security of  the leasehold will pay his draught but conceal that he have mortgage any thing  else a false show by collusion to deceive three person be general connect with  vide ante accord queen if not contra see burr   b a burrow er p a secret  confidence so here the trust put in Slader manifest be that when he can stand  no long he shall give notice to de Mattos or his agent deliver possession and  then commit a positive act of bankruptcy from the nature of the fund  possession never can be mean to be take but as the immediate forerunner of a  commission of bankruptcy he can not stand a moment burrow after his whole  trade fix and fluctuate stock and credit be take from he to watch Slader de  Mattos put fill about he as his bookkeeper agreeable to the confidence put in  he when Slader see he can stand no long he acquaint fill and Davis the agent  of de Mattos with it and by their advice first give a order to deliver  possession and then to be deny this show to a demonstration that they be all  aware that possession be necessary and intend from the first by a formal  delivery of possession when he be determine to break to evade the clause in  James c for the measure be instant take without any new advice I will consider  this transaction more particular in two great view first in respect of the end  dly in respect of the mean as to the firstThe end propose by the secret trust  be that in case Slader shall become bankrupt his whole estate shall first be  vest in de Mattos for payment of what be just due to he the preference aim at  be fraudulent and unlawful suppose after the consultation on the that of  November this deed have be prepare and execute accompany with such formal  delivery of possession we be of opinion that it will have be fraudulent and a  act of bankruptcy such preference be a fraud upon the whole bankrupt law and  will defeat the two main object it have in view to wit the management of the  bankrupt estate and a equal distribution among his creditor the law give the  management to person choose by the creditor under the direction of  commissioner and the control of the great seal but if a bankrupt may convey  all to a favourite and friendly creditor just before he order himself to be  deny the whole power of sell his effect call in his debt and settle his  account must be in such single and particular creditor he must have a right  even to the custody of the book and paper burrow a equal distribution among  creditor who equal give a general personal credit to the bankrupt be anxious  provide for ever since the a of James c it be think mischievous to suffer  priorities to be gain by secret liens as by judgement statute recognizance  bind specialty attachment by custom in London or elsewhere assignment of debt  to the king debtor unless they take out execution these all equal give a  personal credit to the bankrupt and trust he to manage his effect conveyance  of personal chattel by way of security where possession be leave with the  bankrupt fall within the same reason land be hold without perception of the  profit by the title but there be no hold of good which the mortgagor be allow  to possess and dispose of therefore by a clause in the same Act any priority  by such secret lie be also take away and as such mortgagee equal give a  general credit he be level with the other creditor but if a bankrupt may just  before he order himself to be deny convey all to pay the debt of favourite the  worst and the most dangerous priority will prevail depend mere upon the unjust  or corrupt partiality of the bankrupt a case late happen where a conveyance  calculate to postpone one creditor to the rest be hold a act of bankruptcy it  come on before ld Hardwicke the late Lord chancellor at Lincoln inn hall one  gainer a trader have make a assignment on the that of June of all his effect  good stock in trade and bookdebt except household good watch plate bill of  exchange inland bill promissory note and cash then by he to trustee in trust  to pay themselves and all gainer bankrupt ex part ford and other first July  burr burrow er p the rest of his creditor except ford the petitioner but the  trustee decline to act under this assigment he execute another on the that of  June wherein the trustee be to pay themselves and all the creditor mention in  a schedule in which schedule the petitioner be not include and in this second  assignment a large parcel of ginger as well as the thing above mention be  except the petitioner insist that he alone can choose assignee since the other  creditor claim under the assignment ld Hardwicke be clear that the execute the  deed of the that of June be a act of bankruptcy and burrow all that hear his  determination be of the same opinion and every body concern acquiesce in it  whereupon the creditor mention in the schedule consent to wave all benefit or  advantage under that assignment and all prove their debt in order to receive a  equal dividend with the petitioner and the creditor proceed to a choice of new  assignee the framer of this deed execute by gainer too be a conveyance of all  his effect it must be bad except part but the contrivance do not prevail even  so far as to bear a argument or to be think by any body worthy of a trial  there be a great difference between the conveyance of all and of a part a  conveyance of a part may be public fair and honest as a trader may sell so he  may open transfer many kind of property by way of security but a conveyance of  all must either be fraudulent keep secret or produce a immediate absolute  bankruptcy it have be argue I that after a resolution take by a trader to  commit a act of bankruptcy the trader so resolve to become bankrupt may lawful  prefer a just creditor by convey part of his effect to satisfy that creditor  debt it be not necessary to determine that question in this cause for here the  conveyance be of all and therefore I will only say that no such proposition be  yet establish much less in the extent whereto it have be urge the case mention  be cock v goodfellow Jacob v shepherd small v oudley and unwin v Oliver in the  case of cock v goodfellow the fact do not give rise to any question a  immediate prospect of a certain bankruptcy be not the motive to what mrs cock  do she be solvent at the time and that very day lend beside her child to who  she be guardian and trustee be not upon the foot of common creditor the court  of chancery will have decree her to place their fortune out upon government or  real security as to the case of Jacob v shepherd I have look into the register  book upon this occasion and I have a note of it as state by ld Hardwicke in  the cause of bourn v Dodson and be this Mr Thomas leigh the bankrupt who be a  turkeymerchant by deed date the that of June sell burrow and convey particular  good in the hand of his factor to Mr William Snelling upon trust to apply the  money arise thereby in satisfaction in the first place of a debt of due to  Snelling himself and then of a debt of and interest due to George Morley and  out of the residue to pay such of the bankrupt creditor as he with morley  consent shall direct and if there shall be any surplus after the say Snellings  and morley debt be pay and such sum for which they be bail or security for the  say bankrupt the same be to be pay to the say bankrupt his executor  administrator and assign afterward by deed date that December and by deed date  that January other debt be appoint to be pay agreeable to the power reserve by  the former deed on the that of February Thomas leigh fail and commit a  acknowledge act of bankruptcy and a commission be take out and his estate and  effect assign the trust of the deed of the that of June be immediate and open  carry into execution so that no question ever do or can arise upon the clause  of James c but the assignee bring a bill against the party claim under the  deed of the that of June and the subsequent deed to have they set aside and to  have a account of the money which they have receive upon two v Lucas cite in  peer William peer William burrow er p ground first that the deed be obtain by  fraud and imposition on leigh the bankrupt dly that they be a imposition upon  the other creditor the cause come on to be hear at the roll upon the that of  June sir I Jekyll take time to consider of it and order all the plead and  proof to be leave with he and upon the that of December sir Joseph give  judgement he think these deed can not be look upon or set aside upon the  former ground videlicet as a fraud upon the bankrupt but he declare the say  deed to be fraudulent and a imposition upon the creditor of the bankrupt and  decree they to be set aside with cost in make this decree he go upon right  principle but do not attend to its be a bankruptcy if it be real fraudulent  and that a court of equity can not decree it to be fraudulent unless it be  fraudulent at law in which case it will constitute a act of bankruptcy of  itself on the that of August ld king upon a appeal direct a issue at law to  try whether by the execution burrow of the deed of the that of June Thomas  leigh become a bankrupt or at any other and what time the jury find he become  bankrupt on eleventh February upon the equity reserve ld king establish the  deed hold the plaintiff to be only entitle to the surplus after the trust in  the deed be perform and decree the proper account against the defendant of the  money they have receive in order to find out that surplus many very obvious  observation occur upon this case sir Joseph Jekyll be so strike with the  objection of fraud from preference that he set aside the deed with cost ld  king reverse his decree because no deed make by a trader can be fraudulent in  chancery which be not fraudulent in a court of law and a act of bankruptcy  therefore he direct a issue there may be many reason why it be not find  fraudulent upon the trial the deed be execute the that of June of specific  good and be immediate carry into execution the act of bankruptcy be not till  the that of February follow and I see no suggestion that in June leigh think  of commit a act of bankruptcy beside one ground upon which the assignee bring  his bill be fraud and imposition upon the bankrupt himself in obtain the deed  therefore most probable he be frighten into give this security by threat of  legal diligence against he the case of small v oudley be determine very soon  after videlicet upon the that of December the best report of it be in d p win  but it be no where full state I have a copy of the decree from the register  book as follow on the first September small to accommodate Daniel and Joseph  Nercott brother goldsmith and partner upon a press occasion transfer to they S  S stock upon their engage to transfer to he the like sum in the S S stock in a  week or ten day at far and give a note for that purpose they sell the S S  stock for on the that September they make the assignment of their share in a  wine partnership which oudley carry burrow on sole in his name in which they  have two three and oudley one three as a security for transfer S S stock and  recite the truth of the case they at the same time assign two leasehold estate  to small for the same purpose their interest in the wine trade be but and  oudley have a right to carry on the trade till Christmas the bill which be  against oudley and against the assignee under a commission issue against the  Nercotts be not bring by small till after that time but a issue have be direct  in another cause to try whether the say Nercotts be bankrupt at the time they  execute a assignment to small of a lease of certain house on the say that of  September the above fact be admit by the answer no fraud be suggest and they  do not mention any desire to have the time of the bankruptcy try over again  sir Joseph Jekyll in peer wms give strong reason against the decree he pa to  burrow er p think himself bind to make because ld king have just establish  that a deed by a bankrupt can not be set aside as fraudulent in chancery this  case too be very particular the fraud be upon small and not upon the creditor  his stock be to be replace in a week or ten day at far by the original  agreement of small money go to the creditor and this security amount but to  about so that the whole transaction be beneficial to the bankrupt creditor the  S S stock be get from small with a view to save the Nercotts from break the  security be give at the very time they be oblige to replace the S S stock and  there be no pretence that small afterward permit they to continue one moment  in possession the case of unwin v Oliver t g be not enter in the register book  but I have see a full note of it than be cite at the bar it be a assignment of  several debt mention in a schedule to indemnify his surety in a recognizance  Martin unwin have be appointedreceiver of a lunatic estate and the plaintiff  become his security by recognizance that he shall account for what he shall  receive under the order of the court two year after Martin unwin by deed  recite that be due from he to the lunatic estate assign to the plaintiff  several debt mention in a schedule annex burrow to the assignment to discharge  and to indemnify they against this security which they have enter into for he  a month after this assignment Martin unwin become a bankrupt the act of  bankruptcy be admit to be a month after the assignment No question be make  upon the clause in the James c and there be no suggestion that the immediate  prospect of a certain bankruptcy be the cause of the assignment Lord Hardwicke  hold that it can not be set aside as fraudulent in chancery unless it be  fraudulent in a court of law and a act of bankruptcy and he hold that  indemnity be a good consideration of which there can be no doubt but dly to  consider this transaction in respect of the mean suppose a bankrupt can after  a resolution to commit a act of bankruptcy prefer one of his creditor by a  assignment of all which we think he can yet in this case the mean to attain  such preference be fraudulent a false credit be industrious give the bankrupt  upon a secret trust to deliver possession so as to avoid the clause in the  James c the second argument of fraud in twine case is the donor continue in  possession and use they as his own and by mean thereof trade with other and  deceive and defraud they but three case have be cite to show that upon a  mortgage of good by a trader the leave possession do not infer fraud though it  may upon a absolute sale these be the case of Meggott v mill et be eager or  anxious ld raym bucknal et all v Roiston in precedent in chancery and rial v  bowl in chancery that January the first be a direct authority to the contrary  for ld Ch I holt say if these good of Wilson have be assign to any other  creditor the keep of the possession of they have make the bill of sale  fraudulent as to the other creditor but he very just distinguish that case and  seem to have consider the landlord who lend his tenant money to buy the good  to furnish his house as the original owner of the good bucknal et all v  Roiston be not a case of bankruptcy but upon the course of administration of  asset where burrow secret liens give priority and be express a distinguish by  my Lord chancellor from the case of a bankrupt beside the possession be there  a trust under a authority to negotiate and sell and can not be mean to give  any false credit in the case of rial v bowl the act of bankruptcy upon which  the commission proceed be long after the mortgage the assignee do not wish to  carry it far Stephen and Morley unwin against Oliver et all assignee of Martin  unwin a bankrupt easter term see durn   a v precedent in chancery p where Lord  chancellor admit that in case of a bankrupt such keep possession will make the  sale void against his creditor burrow er p back and therefore never object  that the bankrupt keep possession make the mortgage fraudulent but if they  have in that case the presumption of fraud will have be disprove the same fund  be mortgage six time over they all trust to their conveyance like mortgage of  land as a title without possession though a bankruptcy shall happen they  mistake the law but do not evade it whereas here the party manifest be aware  that possession be necessary the solemn determination in the case of rial v  Rowls have make that point notorious possession be here leave upon a secret  trust to deliver it so as to avoid the clause in James c which in fact be  accord do two general objection from inconvenience have be urge which deserve  a answer saint that it will hurt credit if trader may not raise money by  mortgage their good without quit possession the policy of the bankrupt law  introduce by James c and follow ever since be to level all creditor who have  not actual recover satisfaction or get hold of a pledge which the bankrupt can  not defeat a trader be trust upon his character and visible commerce that  credit enable he to acquire wealth if by secret liens a few may swallow up all  it will great damp that credit if he mortgage and part with the possession of  good the world have notice but to give priority from mortgage good of which  the trader be allow to act and appear as the owner will be enable he to impose  upon mankind and draw they in by false appearance No injustice be do to such  mortgagee because he real trust only to the general credit of the trader the  burrow conveyance be not a fraud against he but against his other creditor  mortgage of land be check by the title but where possession be not deliver  good may be mortgage a hundred time over and open a plentiful source of deceit  the other general objection from inconvenience be that a fraudulent deed be a  act of bankruptcy upon the face of it and can never be purge I be sorry the  phrase have creep into use because it confound the idea which ought to be  annex to it every equivocal fact may be explain by circumstance if a trader  order himself to be deny circumstance may show that he do not do it to avoid  payment but on account of sickness or particular business so if he leaves his  house circumstance may show it be not to abscond of all the equivocal fact  which can amount to act of bankruptcy deed be the most open to be explain by a  variety of circumstance hardly any deed be fraudulent upon the mere face of it  it be a good sale if the consideration be true fraudulent if false good if  possession immediate follow bad if it do not nay the not take possession be  only evidence of fraud may be explain the use to which a deed be applied shews  quo mind that it be make leave possession till after the act of bankruptcy in  the case of rial v Rowls show there be no fraud and that they trust to the  conveyance in this case the consultation and delivery of possession upon the  that of November prove the secret trust in confidence of which the false  credit be give the bankrupt before it show that evade the clause in James c be  in the view and contemplation of the party there be no other reason for  deliver possession on the that of November because no default have happen  which give de Mattos more pretence to enter then than before under all the  circumstance we be of opinion that this conveyance of the bankrupt whole  substance to de Mattos though by way of security and for valuable  consideration be fraudulent andan act of bankruptcy the determination here be  upon the assignment of all per cur the postea must be endorse that Richard  Slader become bankrupt on the d of October burrow er p