(l) Note (z), section 14, of the chapter on Partnership; note (b), p. *468, of the present chapter, that all liens and equities which would avail against the bankrupt will be good against his assignees. InCollyeron Partnership (Perkins ed.), §111 and passim; Gow on Partnership, ch. 5, § 3, pp. 256-348, 3d ed.; Watson on Partnership, ch. 5, pp. 243-356, 2d ed.; 1 Montagu on Partn. b. 2, ch. 7, pp. 226-233, Am. ed.; Cooke on Bankrupt Law; Christian on Bankruptcy; Deacon on Bankruptcy; Montagu & Ayrton on Bankruptcy. Under the head of Partnership, the right of partners, in case of insolvency of one of their number, is fully discussed. The general doctrine on this subject is set forth by Lord Chief Justice Eyre, delivering the opinion of the court in Bolton v. Puller, 1 B. & P. 539: "Bankruptcy, when it intervenes, may very much change the situation of these parties. Mr. Justice Heath suggested this consideration at the close of the first argument. It is a very important consideration. If all become bankrupts, all the joint and all the separate property will vest in the assignees, whether the commissions are joint or several. If a separate commission issue against one partner, his assignees will take all his separate property, and all his interest in the joint property. If a joint commission issues against all, the assignees will take all the joint property and all the separate property of each individual partner. In the distribution to creditors, a rule of convenience has been adopted. To understand it, we should what the rights of creditors were as to execution for their debts before bankruptcy. A separate creditor might take at his election the separate estate of his debtor, or his debtor s share of the joint estate, or both, if necessary. A joint creditor might take the whole joint estate, or the whole separate estate of any one partner. But the rule of convenience which has been adopted, restrains the separate creditor from resorting in the first instance to his debtor's share of the joint property, and also restrains a joint creditor from resorting in the first instance to the separate property of his debtor. Bankruptcy has been called a statute execution; out if it has any analogy to an execution, it is certainly very much modified, and, as I take it, by the authority of the Chancellor, who is to take order for the distribution of the effects of a bankrupt. Under the rule, the separate creditors have a right to be satisfied for their debts out of the separate property, in preference to the

1 In bankruptcy, joint debts are primarily payable out of joint effects, and entitled to a preference over separate debts of the bankrupt, and the converse. In re Childs, L. R. 9 Ch. 508; Nanson v. Gordon, 1 App. Cas. 195; Treadwell v. Brown, 41 N. H. 12; Hardy v. Mitchell, 67 Ind. 485; Camp v. Meyer, 47 Ga. 414; Frow, etc. Co/s Appeal, 73 Pa. 459; Rose v. Izard, 7 8. C. 442; Union Bank v. Commerce Bank, 94 111. 271; Lewis v. Webber, 116 Mass. 450; Jackson Ins. Co. v. Partee, 9 Heiskell, 296; Gordon v. Cannon. 18 Gratt. 387; Kelly v. Scott, 49 N. Y. 595; Kreis v. Gorton, 23 Ohio St. 468: Drake v. Taylor, 6 Blatchford, 14. The assignee of a bankrupt general partner, whose assets are insufficient to pay the joint debts, may maintain an action at law against the solvent special partner for the amount for which by statute such a partner is liable in case of a deficiency of partnership assets. Wilkins v. Davis. 2 Lowell, 511. A provision in a State constitution that stockholders of certain corporations shall be liable individually for corporation debts to the amount of their respective stock, creates no liability to the corporation, and hence cannot be enforced by its assignee in bankruptcy. Dutcher v. Marine Bank, 12 Blatchford, 435. - K.

*In one respect an assignee acquires rights which a bankrupt himself does not possess. For if the bankrupt has fraudulently conveyed any property, real or personal, although he would not be able to defeat the operation of his own fraud and recover the property for his own benefit, the assignee may certainly do that for the benefit of the creditors, (m) 1 Difficult joint creditors. Bat what shall be deemed separate property, or what effect the claims of third persons upon that which, as between one partner and the partnership, would be separate property, are questions which neither bankruptcy nor the rule of distributions seems to touch. The assignees stand but in the place of the bankrupt, and take the effects subject to every legal and equitable claim upon those effects."

(m) The rule, that the assignees take subject to all equities which attach to the claim when in the hands of the bankrupt, meets, like all other general rules, with an exception in cases of fraud. Mitchell v. Winslow, 2 Story, 630; Graham v. Chapman, 12 C. B 85, 11 Eng. L. & Eq. 498; Newton v. Chautler, 7 East, 138; Butcher v. Easto, Doug. 295; Me tcalf v. Scholey, 2 N. R. 462; Scott v. Scholey, 8 East, 467; Worsley v. De Mattos, 1 Burr. 467; Wilson v. Day, 2 id. 827; Siebert v. Spooner, I M. & W. 714; Balme v. Hut-ton, 2 Younge & J. 101; Baxter v. Pritch-ard, 3 Nev. & Man. 638; Robertson v. Liddell, 9 East, 487; Ex parte Bourne, 16 Ves. 148. The case of Stewart v. Moody, 1 Cromp. M. & R. 777, was an action of trover by the assignees of one Grinsdale, a bankrupt, for certain furniture and foods, the property of the bankrupt. The defendants justified under an indenture of assignment, whereby Grinsdale had assigned all his property to the defendants, in trust, to pay off a mortgage, and afterwards to discharge and pay all his just debts; it was further alleged that said Grinsdale was a trader; that he was in embarrassed circumstances at the time he executed the assignment, and that it was fraudulently executed by the said Grinsdale. The rejoinder to the replication denied that the bankrupt executed the deed fraudulently, and with intent to defeat or delay his creditors. Parke, Baron, said: "It has been clearly settled, that if the necessary consequences of a man's act is to delay his creditors, he must be taken to intend it. When a man assigns all his property, and puts it into a different course of distribution from what the bankrupt laws direct, he commits an act of bankruptcy. This deed, being an assignment by Grinsdale of all his property, is, therefore, clearly an act of bankruptcy" A rule to set aside the verdict for the plaintiffs was therefore refused. Chase v. Goble, 2 Man. & G. 930; Hooper v. Smith, 1 W. Bl. 441. Lord Mansfield, in this case, said: "If a man makes over so much of his stock in trade as to disable himself from being a trader, this would be fraudulent. It would be, as 1 said in Compton v. Bedford (Hil. Vac. 2 Geo. III.), an assignment of his solvency. An assignment of all his household goods would be the same, for a man cannot go on without them." Hassel v. Simpson, 1 Bro C. C. 99; Tappenden v. Burgess, 4 East, 230; 1 Cooke, . L. 110 (2d ed.); Harman v. Fisher, Cowp. 117; Dutton v. Morrison, 17 Ves. 193, 1 Rose, 213; Gorham v. Stearns, 1 Met. 366; Fidgeon v. Sharpe, 5 Taunt. 539; Carr v. Burdiss, 1 Cromp, M. & R. 443; Newnham v. Stevenson, IOC. B. 713, 3 Eng. L. & Eq. 512. In this case it was held, that the right of avoiding such fraudulent transfer was in the assignees alone, and that if they did not choose to interfere, a third party had no right to intervene, and the right of the grantee of the bankrupt might be vindicated by an action against such interfering third party. Wedge v. Newlyn, 4 B. & Ad. 831; Pulling v Tucker, 4 B. & Ald. 382; Arnold v. Maynard, 2 Story, 349; Steene v. Aylesworth, 18 Coun. 244; Rose v. Hav-cock, 1 A. & E. 460; Thompson, J., in Wakeman v. Hoyt, 5 Law Reporter, 309; Butler v. Hildreth, 5 Met. 49. See also Bradshaw v. Klein, 16 Amer. Law Reg. 505.