to sell only the right, title, and interest of the bankrupt in the property and to convey by a quitclaim deed, a purchaser who has actual notice of an agreement made by the bankrupt and binding him to pay certain royalties on mining operations conducted on the land to the former owner, the same constituting a covenant running with the land, will take subject to the same and not free from it. Hinchman v. Consolidated Arizona Smelting Co. (D. C. 1912) 198 Fed. 907, 29 Am. Bankr. Rep. 893. But if a previous conveyance, transfer, or assignment of the property in question, made by the bankrupt, is voidable under the bankruptcy law as having been preferential or as made in fraud of creditors, the purchaser of the property at the trustee's sale of it will succeed to the trustee's right to vacate or annul such transfer or assignment, and may maintain an appropriate action to do so. In re Downing (C. C. A. 1912) 201 Fed. 93, 29 Am. Bankr. Rep. 228; Bryan v. Madden (1903) 79 App. Div. 636, 80 N. Y. Supp. 1131; s. c. (1905) 109 App. Div. 876, 96 N. Y. Supp. 465; Dwinel v. Perley (1850) 32 Me. 197; Bartles v. Gibson (C. C. 1883) 17 Fed. 293. But see Annis v. Butterfield (1904) 99 Me. 181, 58 Atl. 898; Belding-Hall Mfg. Co. v. Mercer & Ferdon Lumber Co. (C. C. A. 1909) 175 Fed. 335, 23 Am. Bankr. Rep. 595. Whatever title the purchaser takes, it is understood to be absolute and final, and not provisional or defeasible. court has no power to deprive him of whatever rights he may acquire by his purchase, and therefore cannot grant leave to a creditor of the estate, or to any one else, to redeem from the sale on reimbursing the purchaser. In re Novak (D. C. 1901) 111 Fed. 978, 7 Am. Bankr. Rep. 267.

The

The purchaser will be entitled to the rents and profits of real property purchased from the day of the sale, and not merely from the date of its confirmation. Hall v. Scovel (D. C. 1874) 10 N. B. R. 295, Fed. Cas. No. 5,945. A bankrupt corporation was the owner of a valuable lease on the property which it occupied, subject to a mortgage on the fee given by the lessor. The lease contained a provision giving the lessee the right to apply the rent in payment of the taxes on the property and the interest and principal of the mortgage, and so far as the rent had been paid it had been so applied. The trustee sold the leasehold, there being at the time a certain amount of rent due, in part accruing before the bankruptcy and in part from the trustee during his occupancy. Held, that such provision of the lease was for the protection of the bankrupt's leasehold interest, and that the purchaser took such leasehold with respect to the mortgage in the condition it stood at the time of the sale, and could not insist on the application of the unpaid rent on the mortgage as against the

lessor, who had duly proved his claim therefor. In re Ketterer Mfg. Co. (D. C. 1908) 162 Fed. 583, 20 Am. Bankr. Rep. 694. The purchaser cannot claim the bankrupt's right to any portion of the crops growing on the land and stipulated to be paid to him by way of rent. In re Bledsoe (D. C. 1875) 12 N. B. R. 402, Fed. Cas. No. 1,533.

Where the property sold consists of a going business, the purchaser will take it with the good will, if that was meant to be included in the sale. James Van Dyk Co. v. F. V. Reilly Co. (1911) 73 Misc. Rep. 87, 130 N. Y. Supp. 755. The sale by a corporation's trustee in bankruptcy of the assets and property of its business, without its good will and trade marks, destroys both the good will and trade marks as things of value, and will preclude the trustee from thereafter selling them as property of the bankrupt, and if he attempts to do so, he may be restrained. In re Jaysee Corset Co. (D. C. 1911) 201 Fed. 779, 29 Am. Bankr. Rep. 856. The purchaser of a going business, acquiring also the good will, may continue the business in the name of the former owner, when it was a corporation. S. F. Myers Co. v. Tuttle (C. C. 1911) 188 Fed. 532, 26 Am. Bankr. Rep. 541. Where a business of supplying remedies for the hair and scalp is made valuable by advertising and can be conducted by clerks filling orders by supplying labeled packages of uniform size and shape, it is a business of a commercial and nonprofessional character; and on a sale of the business and good will by a trustee in bankruptcy, an incorporation of a company, using the name of the bankrupt, with the addition of the word "company," to take over the purchase, cannot be enjoined by the bankrupt. Austin v. Yott (1912) 171 Ill. App. 327. The purchaser will at least have the right to advertise himself, by store signs or otherwise, as the successor of the bankrupt in the business. Freeman v. Freeman (1903) 86 App. Div. 110, 83 N. Y. Supp. 478. While, upon the sale of the assets of bankrupt corporation, the good will may be assigned to the purchaser, the trustee cannot convey the right to so use the bankrupt's name as to convey to the public an impression that the assignee and the bankrupt are the same person. Hotel Claridge Co. v. George Rector, Inc. (1914) 149 N. Y. S. 748, 164 App. Div. 185.

Taxes due on the property at the time of the sale will be taken into account in fixing the price. But taxes assessed after the sale, though before the payment of the balance of the purchase price and delivery of the deed must be paid by the purchaser, and he cannot claim reimbursement out of the funds of the estate, and this although the sale was made free of liens and incumbrances, since this applies only to such liens as existed at the date of the sale.

In re Crowell (D. C. 1912) 199 Fed. 659, 29 Am. Bankr. Rep. 478. The liability of a purchaser of a bankrupt's real estate for taxes thereon, constituting under the law of the state a lien, depends on the terms of sale. In re Reading Hat Mfg. Co. (D. C. 1915) 224 Fed. 786.

37. Approval or confirmation of sale. -Under the requirement of section 9654, post, any sale for which it is practicable to obtain the approval of the court of bankruptcy must be approved or confirmed, and the sale passes no title until approved or confirmed, either expressly or impliedly. In re Shea (1903) 126 Fed. 153, 61 C. C. A. 219, 11 Am. Bankr. Rep. 207; Everett v. Selden & Wright (1910) 127 La. 573, 53 South. 867. If the matter is drawn in question, a purchaser under a trustee's sale which was not approved by the court has the burden of proving that it was impracticable to make the sale subject to such approval. Davis v. Ives (1903) 75 Conn. 611, 54 Atl. 922. The authority of the court in this respect may be exercised by the referee. Idem.

Where, after an alleged unauthorized sale of the bankrupt's assets, the trustee applied for an order directing that the proceeds be delivered to him, which was duly entered by the court, this was held to constitute an affirmance of the sale. Mason v. Wolkowich (1906) 150 Fed. 699, 80 C. C. A. 435, 10 L. R. A. (N. S.) 765, 17 Am. Bankr. Rep. 709. But where the trustee makes a sale under order of the court and reports it for confirmation, the general rules governing judicial sales apply, and the validity of the title acquired depends upon the validity of the order of confirmation. J. M. West Lumber Co. v. Lyon (1909) 53 Tex. Civ. App. 648, 116 S. W. 652.

The creditors of the estate are not entitled to notice of an application for the confirmation of a sale. In re Nevada-Utah Mines & Smelters Corp. (D. C. 1912) 198 Fed. 497, 28 Am. Bankr. Rep. 409.

In re

As to the matters to be considered on such an application, the approval or disapproval of the sale rests very much in the discretion of the court. Sanborn (D. C. 1899) 96 Fed. 551, 3 Am. Bankr. Rep. 54. And it may withhold its approval on account of mere inadequacy of price, without more; it is not necessary that there should be fraud shown, or such gross inadequacy of price as to be proof of fraud. In re Groves, 2 Nat. Bankr. News, 30; In re O'Fallon (C. C. 1873) Fed. Cas. No. 10,445. See In re Thompson, 1 Nat. Bankr. News, 355. The court, in deciding whether or not to confirm or approve a sale, where the only question is whether the price offered is the best that could be obtained, should consider what is for the benefit of the creditors

in general, and may properly be influenced by their wishes, if a large majority concur in their views. See In re Peerless Finishing Co. (D. C. 1912) 199 Fed. 350, 28 Am. Bankr. Rep. 429.

The highest bidder at the trustee's sale, provided he is able and willing to comply with the terms of sale, is entitled to have his bid accepted and reported for confirmation, and to have the sale to him confirmed, if the sale was made on sufficient notice and for a fair price, and there appears to have been a compliance with all necessary and proper requirements for holding the sale, and honesty and fair dealing in the sale itself. In re Williams (C. C. A. 1912) 197 Fed. 1, 28 Am. Bankr. Rep. 258; In re National Mining Exploration Co. (D. C. 1911) 193 Fed. 232, 27 Am. Bankr. Rep. 92; In re Throckmorton (1906) 149 Fed. 145, 79 C. C. A. 15, 17 Am. Bankr. Rep. 856; In re Ewing (C. C. 1883) 16 Fed. 753; In re Kronrot (D. C. 1910) 183 Fed. 653, 25 Am. Bankr. Rep. 738. Trustees in bankruptcy petitioned for and were granted by the referee authority to offer real estate at auction, adjudications to be made at such prices as they might determine, not less than three-fourths of the appraised value. The advertisement of sale referred to the order and stated that the sale was subject to confirmation by the referee, and the auctioneer read the advertisement including such provision before offering the property. A bid of more than three-fourths of the appraised value, but less than the amount which the trustees had told the auctioneer they would accept, was made, and the auctioneer made no adjudication, and refused to accept a deposit, but had the bidder sign an agreement to make such deposit, in order that he might be held if the trustees decided to accept the bid. They, however, declined to do so. Held, that the bidder acquired no legal rights in the bid, as no adjudication was made, and the trustees were vested with ample discretion to reject the bid as a private offer, and hence the referee acted within his authority and discretion in declining to compel a transfer of the property. Untereiner v. Camors (C. C. A. 1916) 228 Fed. 890.

The court may impose equitable terms or conditions upon the purchaser, as, for instance, by requiring him to give security for the payment of future rent on the sale of a leasehold interest. In re Varley & Bauman Clothing Co. (D. C. 1911) 188 Fed. 761, 26 Am. Bankr. Rep. 104.

An order of confirmation has the effect of a judgment and may raise an estoppel against parties whose rights were before the court. Blood v. Munn (1909) 155 Cal. 228, 100 Pac. 694. But it is not a ratification of any act of the trustee done in excess of his authority, where it does not appear that the excess of power exercised