Bills of lading are so far negotiable instruments, that a transfer and delivery of them in good faith vests in the transferee the property not only in the bills, but in the property, as if by a conwith a view to prefer, is not void if the act be not strictly voluntary. Phoenix v. Assignees of Ingrahara, 5 Johns. 412; M'Mechen's Lessee v. Grundy, 3 Harris & J. 185. As to the effect of a discharge obtained after such transfer, in contemplation of bankruptcy, see Brereton v. Hull, 1 Denio, 75, Beekman v, Wilson, 9 Met. 434.

(o) Robinson v Bank of Attica, 21 N. Y. (7 Smith) 406

(p) See the cases cited in the notes (i) and (j). Certain statute provisions relating to and governing this matter of fraudulent conveyances, with judicial construction thereon, will be found considered infra, under "Question of time."

(q) This would seem clearly to follow from the cases already cited on the subject of the transfer of personal property in possession, which see structive delivery. (s) Hence, if the bills are in the hands of the bankrupt, they pass to the assignee. But if they have been transferred by him without fraud, the assignee cannot hold the goods, even if on arrival they are delivered to him; for they became, by the transfer, the property of the transferee, (t) So, if the bills were sent to a consignee, as factor, * with a right of sale, his sale and transfer of the bills passes the property, if no notice of a previous transfer by bankruptcy reaches the factor or the purchaser before such transfer. And if it reached the factor, so that his sale was fraudulent, we should say the sale would not be void against an innocent purchaser. If the bills of lading contain on their face qualifications or restrictions, these will prevail, (u)

(r) A leading case upon this subject is Mair r. Glennie, 4 M. & S. 240. The facts were, briefly, so far as the present subject is concerned, that one Mair, by executing a bill of sale of the ship Navigator and cargo, then at sea, and delivering it to Sharpe & Co., together with a policy of insurance upon the ship and cargo, and indorsing the bill of lading, transferred said ship and cargo to Sharpe & Co. as a security for money borrowed Sharpe & Co. neglected, upon the ship's return and notice thereof, to take possession, or to do any act notifying the transfer of the property to them. Soon after the ship's return, Mair became bankrupt; and it was held, that the property in the ship passed to his assignees; and that, by the neglect of Sharpe & Co. to take possession after the arrival of the ship, their property in her was lost. Atkinson v. Maling, 2 T. R. 462 ; Joy v. Sears, 9 Pick. 4; Portland Bank v. Stubbs, 6 Mass. 422; Lamb v. Durant, 12 id. 54; Brown v. Heathcote, 1 Atk. 160; Ryall v. Rolle, 1 Atk. 165; Moss v. Charnock, 2 East, 399; Rolleston v Hibbert, 3 T. R. 406 ; Rolleston v. Smith, 4 id. 161.

1 Knowledge on the part of a buyer that a sale was in fraud of the seller's other creditors, is necessary to set aside the sale as to him. Lincoln v. Wilbur, 125 Mass. 249. - K.

(s) This proposition seems also necessarily to follow from the cases already -cited, showing that all property and rights of property of the bankrupt pass to his assignees. And see Conard v. Atlantic Insurance Co. 1 Pet. 386; Lickbarrow v. Mason, 2 T. R. 63, 5 id. 683, 6 East, 21; Nathan v. Giles, 5 Taunt. 558; Turner v. Trustees of the Liverpool Docks, 6 Exch. 643, 6 Eng L. & Eq. 507; Akerman v. Humphery, 1 C. & P. 53.

(t) The' leading case on the subject of transfer of property by indorsement of a bill of lading, is Lickbarrow v. Mason, above cited. The case is an authority for saying, that after a bona fide indorsement by the vendee of goods to a third party, who has no notice of circumstances of suspicion, the title of such third party will be good, notwithstanding any such subsequent circumstances, as the insolvency of the vendee, and the assignment of his property for the benefit of his creditors. Ash-hurst, J., delivering his opinion in this case, when there had been a transfer by indorsement of the vendee, and subsequent insolvency, said. " Now in this case the goods were transferred by the authority of the vendor, because he gave the vendee a power to transfer them; and being sold by his authority the property is altered And I am of opinion, that this right of the assignee could not be divested by any subsequent circumstances." In Wright v. Campbell, 4 Burr. 2046, Lord Mansfield said - "If the goods be bona fide sold by the factor at sea (as they may be when no other delivery can be given), it will be food notwithstanding the statute 21 Jar. , c. 19. The vendee shall hold them by virtue of the bill of sale, though no actual possession is delivered, and the owner can never dispute with the vendee, because the goods were sold bona fide and by the owner's own authority." It has already appeared that the assignee in bankruptcy stands in the same position as his bank-rupt, except in cases of fraud. See ante. In Conard v. The Atlantic Insurance Co. 1 Pet. 386-445, it is said: " By the well-settled principles of the commercial law, the consignee is thus constituted the authorised agent of the owner, whoever he may be, to receive the goods; and by his indorsement of the bill of lading to a bona fide purchaser for a valuable consideration, without notice of any adverse interests, the latter becomes, as against all the world, the owner of the goods. . . . Such an assignment not only passes the legal title as against his (the owner's) agents and factors, but also against his creditors, in favor of the assignee." Butter, J.'s learned opinion in Lickbarrow v. Mason, 6 East, 21, n.; Abbott on Shipping, 471. But it seems that nothing less than a bona fide sale, accompanied by transfer of the bill of lading, will so far divest the consignee's right, that his assignees in bankruptcy will take no interest in the goods. The cases above cited go no further. The question in cases of this kind must be, Has the title passed? It does not pass by delivery merely of the bill of lading, without indorsement, the same being in the hands of the original consignee. Tucker v Humphrey, 4 Bing. 516,1 Moore & P. 394, Park, J., 8, c. And the mere delivery of a shipping note of the goods, or a del livery order for them, instead of a bill of lading, will not pass the property from the vendee. Jenkyns v. Usborne, 7 Man. & G. 678; Townley v. Crump, 4 A. & E. 58; M'Ewan v. Smith, 2 H. L. Cas. 309; Akerman v. Humphery, 1. C & P. 53. See Hollingsworth v Napier, 3 Caines, 182; Walter v. Ross, 2 Wash. C. C. 283; Ryberg v. Snell, id. 403; Carter v. Willard, 19 Pick. 1; Suydam v. Clark, 2 Sandf. 133; Withers v. Lyss, 4 Camp. 237; Bentall v. Burn, 3 B & C. 423. See Searle v. Keeves, 2 Esp 598, contra, which must be considered overruled by subsequent cases. It has, however, been held, that when the delivery order has been lodged with the wharfinger, with or even without a transfer on his books, that this will operate a complete divesting of the title of the vendor, and the wharfinger holds for the purchaser's account. Har-man v. Anderson, 2 Camp. 243; Tucker v Huston, 2 C. & P. 86. In such cases, it is clear that the interest in the goods cannot pass to the assignees in bankruptcy of the vendor.