Sampson v. Jackson , 103 Ala. 550 ( 1893 )

HARALSON, J.

1. It will be remembered that a general assignment by an insolvent debtor is not prohibited— is not declared void by the statute. Its only effect is in its operation. The statute was designed, merely, to deprive such assignments of the character of a particular security for a particular debt, converting it'into a general security for the equal benefit of all creditors who come in and claim under it. And, as we have heretofore held, an assignment of all of a debtor’s- property, by which preferences among his creditors is made, is perfectly good, as between the debtor and his transferees or assignees, "and,will be allowed, in the absence of objection by . creditors, to be executed according to its terms. Creditors not named in it, or those who have not assented to it, alone, have the right to claim that it shall enure to the benefit of all the creditors. — 3 Brick. Dig., 49, §16; Rapier v. Gulf City Paper Co., 64 Ala. 342.

2. The assignee under a general assignment, whether preferences are established in it or not, if he accepts the trust, takes the property under the deed and holds it for the exclusive benefit of those mentioned in it as its beneficiaries. And, as it was said by us in another case, “he is bound and affected by all the equities, and subject to all the defenses which would have affected the assignor. In no just sense is he a purchaser for value, or the representative of the creditors.” He is certainly not their representative, further than to faithfully execute the trust conferred on him, according to the terms of the instrument by which he was appointed, and pay the proceeds of the property to those provided for. He has no right to find fault with the assignment because he thinks it unfair, or gives preferences, or does not distribute the property, as he would have done. — Rapier’s Case, supra; Davis v. Swanson, 54 Ala. 277; Granger’s Life & Health Ins. Co. Kamper, 73 Ala. 346; Walker v. Miller, 11 Ala. 1067; Hatchett v. Blanton, 72 Ala. 434; Burrell on Assignments, 621, § 391.

3. The question at issue, under the facts of the case, finds solution in the foregoing principles. It is disputed that the cashier of the Banking Company, Mr. Harrington, had the capacity, under the general authority which attached, to his office, or under any special authority conferred on him, to transfer the assets of the bank, to plaintiff or to any one else, as collateral security for a debt of the bank. Without reference to any such authority-, it is not denied that the Banking Company, after the note •in question had been delivered to the plaintiff’s agent, and before the general assignment was executed and delivered, indorsed the same to the plaintiff, and thereby cured what defect there was in the previous transfer, if any, so that, the legal title to the note was transferred to, and was in, the plaintiff, which entitled her to maintain this action. The only 'person or persons.who could question plaintiff’s right to said note, by questioning the validity of her title as acquired to it, or by seeking to have the assignment of it to her declared a part of the •general assignment, must be a creditor or creditors of the insolvent assignor, and not the assignee in the deed of assignment, who, as to this action, stood in the place of the assignor and did not represent the creditors. If none of them complained, the plaintiff should meet no legal impediment in proceeding to collect said note under her assignment of it to her ; and the claimant, as assignee in said deed, went beyond the limits of his authority under said deed, to put himself forward as the representative of the creditors , to do what we have no reason to believe they desired to do for themselves. They may have good reasons for not litigating with plaintiff, with which claimant should not; seek to interfere. — Rapier v. Gulf City Paper Co., supra.

It maybe added, just here, that trusts arising under general assignments for the benefit of creditors, are peculiarly the objects of equity jurisdiction. — 2 Story Eq. Juris., § 1067; 2 Perry on Trusts, § 594; McFerran v. Davis, 70 Ga. 661; Anniston Carriage Works v. Ward, 101 Ala. 670.

It is manifest, the appellant mistook -his rights and duties-, -in instituting this claim, and that in the finding and judgment of the court, there is no error of which hq can complain.

Affirmed.