with the owner's consent.24 The buyer must have acted in good faith,25 without notice of the owner's title," and have parted with a valuable consideration in the ordinary course of business." RECORDING ACTS.-Many States have statutes requiring sales on condition that, upon the delivery of the goods to the vendee, the title shall remain in the vendor until the payment of the price or performance of other conditions, shall be in writing, executed by the parties in a designated mode and recorded in order to be valid against any person except the vendor and vendee and their personal representatives.2 28 Sales of other interests may also be required to be in writing and recorded.29 PAWNBROKERS.-Pawnbrokers have authority to sell unredeemed pledges;30 a landlord, to sell goods distrained for rent ; and the master of a ship, in case of necessity, to sell the ship and cargo.32 JUDICIAL SALES.-Title to goods may be transferred by virtue of an order or decree of a court of competent jurisdiction;33 as a judgment for damages, an order of a probate court for selling the 34 24. Prentice Co. v. Page, 164 Mass. 276; Soltau v. Gerdau, 119 N. Y. 380; Cahn v. Pockett's Bristol Channel Packet Co. (1899), 1 Q. B. 643. 25. Cleveland v. Shoeman, 40 Ohio St. 176; Price v. Wisconsin, etc., Ins. Co., 43 Wis. 267. 26. Dorrance v. Dean, 106 N. Y. 203; Mackey v. Dillinger, 73 Pa. St. 85. 27. Cleveland v. Shoeman, 40 Ohio St. 176. 28. In re Wilcox & Howe Co., 70 Conn. 224; Nat. Cash Register Co. v. Woodbury, 70 Conn. 321; In re Legg, 96 Fed. 327. See conditional sales, § 4864. 29. Aldrich v. Higgins, 77 Conn. 370, 373. For the recording of certain chattel mortgages, see General Statutes of Connecticut, § 4132. 30. Martin v. Reid (1862), 32 L. J. C. P. 126, 128; Pigot v. Cubley (1864), 33 L. J. C. P. 134. 31. King v. England (1864), 38 L. J. Q. B. 145. 32. Jones v. Hoyt, 23 Conn. 165; Page v. Cowasjee (1866), L. R. 1 P. C. 144; Kaltenbach v. MacKenzie (1878), 3 C. P. D. 473; Cammel v. Sewell (1860), 29 L. J. Ex. 350; Alcock v. Smith (1892), 1 Ch. 238, C. A. 33. Williamson v. Berry, 49 U. S. (8 How.) 495, 507; Lawson v. De Bolt, 78 Ind. 564; Moore v. Shultz, 73 Pa. St. 98; Terry v.. Cole, 80 Va. 701. 34. The statutory power of decreeing a judicial sale is an extraordinary one and in exercising it a careful regard of the interests of all parties concerned should be observed. Hayden v. Denslow, 27 Conn. 335, 343. In appropriating by legal process a debtor's personal property to the payment of his debt, a creditor must strictly pursue every step prescribed by law. Morey v. Hoyt, 65 Conn. 516. Citing Webster v. Peck, 31 Conn. 495. Sheriff's sale.-"A purchaser of chattels at a legally valid sheriff's personal property in settlement of an estate, an order to a trustee in insolvency or bankruptcy to sell the goods of the bankrupt, or a sale under the foreclosure of a chattel mortgage.* 36 Section 24. Sale by One Having a Voidable Title.- Where the seller of goods has a voidable title thereto but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith, for value, and without notice of the seller's defect of title. SALES BY FRAUDULENT VENDEE.-The most important class of cases under this rule is that of fraudulent sales where the vendee has secured title by means of fraud.1 In such cases the sale is not void, but only voidable at the election of the vendor.2 The rule has been well stated as follows:3 "It is a well established rule, that goods obtained by fraud in the sale, as by false sale acquires all the title to the property which the defendant in execution had in it, if it be property liable to execution. And it is the law that mere irregularities of the sheriff in levying and advertising goods under an execution cannot affect the title of a purchaser, as he is not required to look into the correctness of such proceedings, but may rely upon the force of the judgment and execution." Boylan v. Kelly, 36 N. J. Eq. (9 Stew.) 331, 332. The interest of one co-partner (Church v. Knox, 2 Conn. 516; Johnson v. Sanford, 13 Conn. 461, 467; Stevens v. Stevens, 39 Conn. 474, 481), or of a co-tenant (Sanford v. Pond, 39 Conn. 596; Vail v. Hammond, 60 Conn. 380), may be sold on execution for his personal debt. Upon an execution sale, the strict rule of policy imperatively requiring change of possession between the vendor and vendee does not apply. Heubler v. Smith, 62 Conn. 186, 189. A constable may not buy at his own sale. Giberson v. Wilber, 3 N. J. L. (2 Pen.) 5. Citing Stapp v. Toler, 6 Ky. (3 Bibb.) 450 (a sheriff cannot buy property taken by him in execution); Dixon v. Sharp, 8 Ky. (1 Marsh.) 211 (even though acting as the agent of another). 35. Every provision of the statute must be strictly pursued in a sale by order of a court of probate. Dorrance v. Raynesford, 67 Conn. 1. 36. Foreclosure of mortgage on personal property unless the obligee is made a party defendant (Gen. St. § 4123) is a bar to further action on the debt. Ansonia Bank's Appeal, 58 Conn. 261. 1. 1 Mechem on Sales, § 148. A sale to a purchaser, for value and without notice, of property bought in by a pledgee is voidable, not void. Lord v. Hartford, 175 Mass. 320, 324. Citing Blood v. Hayman, 54 Mass. (13 Met.) 231; Burns v. Thayer, 115 Mass. 89. 3. Hoffman v. Noble, 47 Mass. (6 Met.) 68. representations, may be reclaimed by the vendor. This does not proceed on the ground that the property in the goods does not pass by the sale, but that the dishonest purchaser shall not hold it against the deceived vendor. But it is at the option of the vendor to rescind the contract and reclaim the goods or not. If he elects to rescind and avoid the sale, he must do it within a reasonable time after coming to the knowledge of the fraud." If he does anything to affirm the sale, after a full knowledge of the facts-espe cially if he suffer a considerable time to elapse, or if others are induced by his affirmance to act--he will not be entitled to disaffirm the sale and reclaim the goods. By the contract, the vendee takes the property in the goods; but he takes by title defeasible, because, as against the vendor, he cannot honestly, and of course not legally, hold them. But this right of reclaiming can be enforced only whilst the goods are in the hands, first, of the fraudulent purchaser; or secondly, of some agent, trustee, or other person holding for the use and benefit of the purchaser; or thirdly, of some one who has taken them of the purchaser with knowledge of the fraud by which they were obtained, or with notice sufficient to put him on reasonable inquiry, including under this head a mere 4. A vendor of personal property to a fraudulent vendee may maintain replevin for the property against such vendee and against one obtaining possession under him in bad faith and without value, without a previous demand. In such case the bringing of the suit is sufficient demand. Lynch v. Beecher, 38 Conn. 490. A vendor, having duly rescinded a fraudulent sale, is entitled to the goods or their value as against every person who has not in good faith parted with a valuable consideration on the credit of the vendee's possession and apparent title. Thompson v. Rose, 16 Conn. 71, 82; Halsey v. Huse, 46 Conn. 389, 392; Gilbert v. Hudson, 4 Me. (4 Greenl.) 345; Bradley v. O'Bear, 10 N. H. 477. 5. A purchaser from a bona fide vendee of a fraudulent vendor, even though with knowledge, is protected. not from any consideration for the purchaser but on the ground of public policy, to prevent a stagna tion of property,' and for the relief of the bona fide purchaser, who 'otherwise might be deprived of the benefit of selling his property for full value." " Ketchum V. Packer, 65 Conn. 544, 556. These cases are based upon the regard which the law has for the intervening rights of the purchaser for value without notice or knowledge of any defects. Lord v. Hartford, 175 Mass. 320, 324. Citing Silva v. Turner, 166 Mass. 407; Rogers v. Barnes, 169 Mass. 179, 183, 184. 6. The right to avoid the sale is lost if not exercised within reasonable time. Lord v. Hartford, 175 Mass. 320, 324. Citing Learned v. Foster, 117 Mass. 365. 7. Morrow Shoe Manufacturing Co. v. New England Shoe Co., 57 Fed. 685, 60 Fed. 341, 24 L. R. A. 417; Sheuer v. Goetter, 102 Ala. 313; Hudson v. Bauer Grocery Co., 105 Ala. 200; Huthmacher v. Lowman, 66 Ill. App. 448; Rateau v. Bernard, 3 Blatch. volunteer who has obtained the goods without paying any valuable consideration. It follows that a purchaser for a valuable consideration without notice, takes a title from the vendee which is not defeasible, and will therefore hold the goods.' SALE BY FRAUDULENT POSSESSOR.-One who has secured pos (Ind.) 244; Starr v. Stevenson, 91 Ia. 684; Dows v. Kidder, 84 N. Y. 121; Meachem v. Collignon, 7 Daly (N. Y.), 402; Gage v. Epperson, 39 Tenn. (2 Head.) 669. A purchaser of goods from a vendee who procured them by fraud acquires no title if he had notice or knowledge of facts which should have put him on inquiry. Weiss v. Brennan, 9 J. & S. (N. Y.) 177; Kinsey v. Leggett, 71 N. Y. 387. The burden of proving that the subvendee had notice is upon the original vendor, but the subvendee has the burden to prove that he purchased for value. Peterson v. Steiner, 108 Ala. 629. 8. Def." A thing is done in 'good faith' within the meaning of this act when it is in fact done honestly, whether it be done negligently or not." Sec. 76. A bona fide purchaser is one who has bought property without notice of the claims of third parties thereto, upon the faith that no such claims exist, and who has therefore actually paid or parted with some valuable consideration, or has in some way altered his legal condition for the worse. It is not enough that he has agreed to pay a valuable consideration before notice, he must have actually paid or parted with it before notice." Hayden V. Charter Oak Driving Park, 63 Conn. 142, 147; S. P. Mills v. Britton, 64 Conn. 4, 25. A purchaser from a fraudulent vendee, in order to hold the property against the original vendor, must be "a purchaser in absolute good faith and for value, and if his title is tainted with any fraud, the court will not be particular to inquire into its 2910 generic character. It is enough that he is not an honest purchaser." Lynch v. Beecher, 38 Conn. 490. 9. The release of a pre-existing debt is a valuable consideration. Woolridge v. Thiele, 55 Ark. 45; Dovey's Appeal, 97 Pa. St. 153; Bughman v. Central Bank, 159 Pa. St. 94. 10. Robinson v. Levi, 81 Ala. 134; Lynch v. Beecher, 38 Conn. 490; Sawyer v. Almand, 89 Ga. 314; Holland v. Swain, 94 Ill. 154; Doane v. Lockwood, 115 Ill. 490; Curme v. Rauh, 100 Ind. 247; Starr v. Stevenson, 91 Ia. 684; Whipple v. Gilpatrick, 19 Me. 427; Reed v. Upton, 27 Mass. (10 Pick.) 522; Easter v. Allen, 90 Mass. (8 Allen) 7; Day v. Bassett, 102 Mass. 445; Whitaker Iron Co. v. Preston Bank, 101 Mich. 146; Bradley v. Obear, 10 N. H. 477; Kingsbury v. Smith, 13 N. H. 109; Farley v. Lincoln, 51 N. H. 577; Sleeper v. Davis, 64 N. H. 59; Porell v. Cavanaugh, 69 N. H. 364; Pringle v. Phillips, 5 Sand. N. Y. 157; Root V. French, 13 Wend. (N. Y.) 570; Devoe v. Brandt, 53 N. Y. 462; Wise v. Grant, 140 N. Y. 593; Am. Sugar Refining Co. v. Fancher, 145 N. Y. 552; Neff v. Landis, 110 Pa. St. 204; Levy v. Cooke, Garden 143 Pa. St. 607; White v. (1851), 10 C. B. 919, 20 L. J. C. P. 166; Kingsford v. Merry (1856), 25 L. J. Ex. 166, 26 L. J. Ex. 83; R. Pease V. Gloahec (1866), L. 1 P. C. 219, 229, 230; Clough v. L. & N. W. Ry. (1871), L. R. 7 Ex. 26; Morrison v. Univ. Ins. Co. (1873), L. R. 8 Exch. 203, 204; Croft v. Lumley (1856), 6 H. of L. Cas. 705; 1 Mechem on Sales, § 148; 2 Mechem on Sales, § 923. A bona fide purchaser from a fraudulent grantee of personal property ac session by fraud or trickery and not under the form of a sale has no title, and consequently cannot transfer one, and an innocent purchaser from him will not obtain title." quires a good title, as against the creditors of the original fraudulent grantor. A sold a hack to B to defraud creditors. B in A's presence sold it to C, an innocent purchaser, for value and without notice, held, that C took title as against A's creditors. Parker v. Crittenden, 37 Conn. 48, 152, overruling Preston v. Crofut, 1 Conn. 527. A bona fide purchaser of goods from a fraudulent vendee, will be protected, notwithstanding the defective title of his vendor. Williamson v. Russell, 39 Conn. 406. "It is a well-settled law in this State that the title of a bona fide purchaser is good although acquired from one whose title is not bona fide." Behn v. National Bank, 65 N. J. L. (36 Vroom) 591, 593. Citing Danbury v. Robinson, 14 N. J. Eq. (1 McCart.) 213; Phelps v. Morrison, 25 N. J. Eq. (10 C. E. Gr.) 538. Though goods which a purchaser obtains by fraudulent representations may be reclaimed from him by the seller, if he seasonably rescinds the sale, yet if the purchaser sells them for a valuable consideration to a third person who has no notice of the fraud or consigns them to such person for sale and he advance money thereon before the first seller interposes, such second purchaser or consignee will hold the goods against the first seller. Hoffman v. Noble, 47 Mass. 68. A fraudulent purchase of goods accompanied with delivery is not void, but voidable only at the election of the vendor; and, until it is avoided the contract remains in force, and the vendee has power to make a valid sale of the goods to a bona fide purchaser having no notice of the fraud. Rowley v. Bigelow, 29 Mass. 306; Thayer v. Turner, 49 Mass. (8 Met.) 550; Brown v. Pierce, 97 Mass. 49; Moody v. Blake, 117 Mass. 23, 26. A sale of goods procured by the fraud of the vendee is not void but voidable, and he can give perfect title before avoidance to a bona fide purchaser without notice of the fraud. Buffington v. Gerrish, 15 Mass. 156; Somes v. Brewer, 19 Mass. (2 Pick.) 184; Rowley v. Bigelow, 29 Mass. (12 Pick.) 307; Hoffman v. Noble, 47 Mass. (6 Met.) 68; Green v. Tanner, 49 Mass. (8 Met.) 411; Sleeper v. Chapman, 121 Mass. 404. An innocent purchaser of personal property from a fraudulent vendee in possession acquires good title. Trott v. Warren, 11 Me. (2 Fairf.) 227; Neal v. Williams, 18 Me. 391; Ditson v. Randall, 33 Me. 202; George v. Kimball, 41 Mass. (24 Pick.) 234; Hoffman v. Noble, 47 Mass. (6 Met.) 68; Bradley v. Obear, 10 N. H. 477. When the vendor's title is attacked on the ground of the vendor's intent to defraud his creditors by the transfer, the vendee's actual belief of the vendor's intent must be proved; this may be inferred from circumstances, but it is not enough that he had reason to believe, if he did not in fact believe. Knower v. Cadden Clothing Co., 57 Conn. 202, 221. 11. A represents himself to be B. Cundy v. Lindsay (1878), 3 App. Cas. 459; Higgons v. Burton (1857), 26 L. J. Ex. 342; Hardmann V. Booth (1863), 32 L. J. Ex. 105; Ex parte Barnett (1876), 3 Ch. Div. 123. A represents himself to be B's agent. Alexander v. Swackhammer, 105 Ind. 81; Peter's Box Co. v. Lesh, 119 Ind. 98; Baehr v. Clark, 83 Ia. 313; Edmunds V. Merchants' Dispatch Transp. Co., 135 Mass. 283; Wycoff v. Vicary, 75 Hun (N. Y.), 409; McGoldrick v. Willits, 52 N. Y. 612; Hentz v. Miller, 94 N. Y. 64; Soltau v. Gerdau, 119 N. Y. 380; Davis v. Yates, 22 Ohio St. 388; Hamet v. Letcher, 37 Ohio St. 356; |