119 Ala. 194 | Ala. | 1898
The bill was filed by the appellees, simple contract creditors of the Rosedale Manufacturing Company, alleged to be a corporation, and to have been at the time of the transactions referred to in the bill, “engaged in manufacturing cotton into yarn, and doing a general merchandise business.” The purpose and prayer of the bill and its allegations are not adapted, to or consistent with any other relief, is, that certain transfers of personal property, dioses in action, etc., which have been made by the company to the Bank of Opelika, the Bank of Roanoke, and Hill, Jones & Co., defendants, respectively, in payment, or as security for the payment of antecedent debts, be declared a general assignment, or a conveyance, inuring to the equal benefit of all the creditors of the company. The statute on which the bill is founded, so. far as new material, reads: “Every general assignment made by a debtor, or a conveyance by a debtor of substantially all of his property in payment of a prior debt, by which a preference or priority of payment is given to one or more creditors, over the remaining creditors of the grantor, shall be and inure to the benefit of all the creditors of the grantor equally,” etc. (Pamph. Acts, 1892-3, p. 1046.) The pre-existing statute, which this act purports to amend, was directed only to preferences as a feature of a general assignment; and a general assignment, without regard to its form, was construed to be a transfer, or a conveyance, by a debtor of all, or substantially all, of Dig. 130, §§97-100; 3 Brick. Dig. 49, §§16-38. Sales, his property to secure the payment of debts. 1 Brick, or conveyances, absolute and unconditional, in payment of debts, were not within the purview or purposes of the statute. — 3 Brick. Dig. 50. §29; Ellison v. Moses, 95 Ala. 221. In reference to this amendatory act, it was said in Bell v. Goetter, 106 Ala. 471, that its office, scope
It is not, of consequence, material to inquire into the particular character of the transfers, or dispositions of property, now drawn in question. Conceding them to be sales or conveyances in payment of debts, or dispositions to secure,the payment of debts, they are not within the influence of the statute, unless they comprehended all, or substantially all the property of the corporation liable for the payment of debts. The words of the statute, following judicial decision in construction of the pre-existing statute, are “substantially all of. Ms propertyNo one of these dispositions, nor all combined, purported to be a disposition of all the property of the corporation. .They operated upon, and were intended to operate only as transfers of particular property, raising no inference or presumption that the corporation had not other property, sufficient for the payment of all other creditors, if other creditors existed.
It is an elementary rule of equity pleading, that
On January 18, 1894, the corporation, being indebted to the Bank of Roanoke in the sum of $4,500, transferred to it warehouse receipts for 100 bales of cotton yarns, then in the Planters’ Warehouse at Roanoke, Ala., with the express understanding that if it would pay one-half the debt and give satisfactory security for the balance, the bank would extend the time of payment on the balance. A few days afterwards the corporation sold fifty of the báíes of yarn for $2,032, drew its draft on the purchaser for the amount, transferred the draft to the bank, receiving credit therefor on its account, and obtained a release of the other fifty bales after giving security for the remainder of the'debt. On January 27, 1894, it transferred to the Bank of Opelika the entire stock of merchandise in the general mercantile store conducted by the corporation in absolute payment of an indebtedness of $4,641.50, and on the same day it transferred to Hill, Jones & Oo. 257 bales of cotton yarn, in payment of an indebtedness approximating $11,000. The property thus transferred did not exceed in value the amount of the debts paid., in addition to the property thus trans
Though the interest or estate of the corporation in the real estate, was not the subject of levy and sale under legal process, it had an equitable estate, capable of being reached in equity- and subjected to the payment of debts. The settled doctrine of courts of equity is, that from the time a valid contract for the purchase of land is entered into, the vendor, as to the land, becomes a trustee for the vendee, and as to the purchase money, the vendee becomes a trustee for the vendor. When, as in this case, the contract is in its legal nature executory, the vendor binding himself on payment of the purchase
The statue prior to the Code of 1852, which rendered liable to execution at law only strict legal estates or interests in land, provided, that “the equitable title or claim to land or other real estate, shall be liable to the payment of debts by suit in chancery and not otherwise.” —Clay’s Dig. 350, 351. The Code of 1852 first subjected to levy and sale under execution at law, a perfect equity and an equity of redemption in lands, and provided, as has since been provided in all subsequent revisions or codifications of the statutes, that the jurisdiction of the court of chancery should extend to the subjection of an equitable title or claim to real estate to the payment of debts. (Code of 1886, §720, subd. 3.) The statute is but a recognition of the general doctrine and principle,- that all property, or right of property, in which a debtor has a beneficial interest (not by law exempt), is subject to a payment of debts — that equitable estates or interests in land, are-as subject as legal estates or interests, though to reach and subject them different remedies must be pursued:
A general assignment as distinguished from a partial assignment, is defined by Burrill, as a transfer or conveyance “by which all or substantially all a debtor’s property is appropriated for the benefit of one or more preferred creditors, or of creditors at large, made by a
There Avas also personal property claimed by the corporation, consisting of machinery for which it had paid from six to eight thousand dollars, placed in position and used in the factory, at the time of the transfers drawn in question, of the value of about four thousand dollars. Whether this machinery had been annexed to the realty, and by the annexation a permanent accession to the freehold was intended, is not shown by the evidence. Courts can not know otherwise than through the medium of evidence the particular facts necessary to convert this character of property, primarily personal, into-fixtures, or parts of the realty in connection
The conclusion is unavoidable, that the transfers to the appellants did not embrace “substantially all the property” of the corporation — that the corporation had other property, real and personal, sufficient for the payments of its debts, and this conclusion render’s it unnecessary to consider any other question involved. The decree of the chancellor must be reversed, and a decree rendered dismissing the bill oi’iginal and amended. The appellees must pay the costs of the court of chancery to be taxed by the register, and the cost of appeal in this court, and in the court of chancery.