"Value" is any consideration sufficient to support a simple contract. An antecedent or pre-existing claim, whether for money or not, constitutes value where goods or documents of title are taken either in satisfaction thereof or as security therefor.22 (2.) A thing is done "in good faith" within the meaning of this Act when it is in fact done honestly, whether it is done negligently or not.23 (3.) A person is insolvent within the meaning of this Act who either has ceased to pay his debts in the ordinary course of business or can not pay his debts as they become due, whether he has committed an act of bankruptcy or not, and whether he is insolvent within the meaning of the Federal bankruptcy law or not.24 garded as a contract for specific goods, while for other purposes it would be regarded as a contract for the sale of unascertained goods. The property in the wine would not pass until the twenty dozen has been appropriated to the contract, but if the whole of the wine were destroyed, the seller would be discharged from his obligation." Sale of Goods Act, p 127. See sec. 7, ante. 22. Ditmar v. West, 7 Ind. App. 637; Stovall v. McCutchen, 107 Ky. 577, 47 L. R. A. 287; Bridges v. Stephens, 132 Mo. 524; Hamer v. Sidway, 124 N. Y. 538, 12 L. R. A. 463; Irwin v. Lombard Univ., 56 Ohio St. 9, 36 L. R. A. 239. "Any act done by the promisee at the request of the promisor by which the former sustains any loss, trouble or inconvenience constitutes a sufficient consideration for a promise, although the latter obtains no advantage therefrom; and in respect to the extent of such loss, trouble or inconvenience, it is immaterial that it is of the most trifling description provided it be not utterly worthless in fact and in law." Clark v. Sigourney, 17 Conn. 511, 517. sense of the law, may consist either in some right, interest or benefit accruing to one party or some forbearance, detriment, loss or responsibility given, suffered or undertaken by the other." Currie v. Misa, L. R. 10 Exch. 153, 162. Quoted with approval in Clark's Appeal, 57 Conn. 565, 572. Making an antecedent debt a valuable consideration to support a sale is in derogation of the law of many States, although supported by the law of England and a few of the States. It is adopted here in analogy with the law of negotiable instruments for the sake of uniformity and mercantile convenience. (4.) Goods are in a "deliverable state" within the meaning of this Act when they are in such a state that the buyer would, under the contract, be bound to take delivery of them.25 Section 77. Repeal.- Section 1090 of the General Statutes, and all other acts or parts of acts inconsistent with this Act, are hereby repealed. Section 78. Short Title.- This Act may be cited as the Sales Act. Approved, July 17, 1907. 25. Blackburn on Sales, p. 152. See sec. 19, ante. SUPPLEMENTARY. GENERAL STATUTES OF CONN. (1902). CHAPTER 285. SALES OF PERSONAL PROPERTY ON CONDITION. Section 4864. Conditional Sales of Personal Property to be Recorded. All contracts for the sale of personal property, conditioned that the title thereto shall remain in the vendor after delivery, shall be in writing, describing the property and all conditions of said sale, and shall be acknowledged before some competent authority and recorded within a reasonable time in the town clerk's office in the town where the vendee resides; but the provisions of this section shall not apply to household furniture, musical instruments, phonographs, and phonograph supplies, bicycles, or to property exempt from attachment and execution. (As amended by Public Acts, 1905, ch. 113.) At common law, executory contracts to sell goods on the condition precedent that title shall remain in the seller until the price is paid, and that possession shall immediately be delivered to the buyer, are valid1 between the parties' and against the buyer's cred 1. Harkness v. Russell, 118 U. S. 663; Warren v. Liddell, 110 Ala. 233; Edgewood Distilling Co. v. Shannon, 60 Ark. 133; Rodgers v. Bachman, 109 Cal. 552; Van Allen v. Francis, 123 Cal. 474; Forbes v. Marsh, 15 Conn. 384; Hart v. Carpenter, 24 Conn. 426; Tomlinson v. Roberts, 25 Conn. 477; Cragin V. Coe, 29 Conn. 51; Hughes v. Kelly, 40 Conn. 148; Brown V. Fitch, 43 Conn. 512; Lewis v. McCabe, 49 Conn. 141; Cooley v. Gillan, 54 Conn. 80, 82; Cohen v. Schneider, 70 Conn. 502, 505; Newton Savings Bank v. Lawrence, 71 Conn. 358, 367; Steele v. Aspy, 128 Ind. 367; Morse v. Sherman, 106 Mass. 430; Hallwood Cash Register Co. v. Lafkin, 179 Mass. 143; Fogg v. Millis, 138 Mass. 443, 445; Dewes Brewery Co. v. Merritt, 82 Mich. 198, 9 L. R. A. 270; Van Buren v. Stubbings, 149 Mich. 206; Michelson v. Collins, 72 N. H. 554; Bradshaw v. Thomas, 15 Tenn. (7 Yerg.) 497; Hirsch V. Steele, 10 Utah, 18; Edison Electrical Co. v. Walters, 10 Wash. 14; McGinnis v. Savage, 29 W. Va. 362; Crawcour v. Salter, 18 Ch. D. 30 C. A.; Benjamin on Sales, § 320, 345a. "Conditional sales have been too long and too firmly established in this jurisdiction by repeated decisions of this court to be now called in question, or to require further discus itors3 and subsequent purchasers. Such contracts may be in any sion. Since the decision in Lewis v. McCabe, such sales have been distinctly approved in Loomis v. Bragg, 50 Conn. 228; Cooley v. Gillan, 54 Conn. 80; Warren Mfg. Co. v. Norwich Bleaching Co., 56 Conn. 70, and in the New Haven Wire Co. Cases, 57 Conn. 352." Mack V. Story, 57 Conn. 407, 414. "It is well to observe that the determination whether a sale is absolute or conditional depends primarily upon the intention of the parties to be gathered from all the terms of the contract, the circumstances attending the transaction, and the conduct of the parties. This is to be determined not from any one or several stipulations in the contract disconnected from all others and so construed as to render other portions of the contract nugatory, but it is to be determined by ascertaining the ruling intention of the parties gathered from all the language they have used and from the consideration of the whole contract, and if possible, to give such a construction as will harmonize and give effect to all of its provisions." Furniture & Carpet Co. v. Sorensen, 28 Utah, 419, 428, 429. 2. Putnam v. Lamphier, 36 Cal. 151; Kohler v. Hayes, 41 Cal. 455; Cardinell v. Bennett, 52 Cal. 476; Hegler v. Eddy, 53 Cal. 597; Vt. Marble Co. v. Brow, 109 Cal. 236; Flanders v. Maynard, 58 Ga. 56; Jowers v. Blandy, 58 Ga. 379; Hall v. Draper, 20 Kan. 137; Vaughn v. Hopson, 73 Ky. (10 Bush.) 337 (overruling Patton v. McKane, 15 B. Mon. 555); Greer v. Church, 76 Ky. (13 Bush) 430; Walsh v. Taylor, 39 Md. 592; Central Trust Co. v. Arctic Ice Co., 77 Md. 202; McClelland v. Nichols, 24 Minn. 176; Bjork v. Bean, 56 Minn. 244; Medicke v. Sauer, 61 Minn. 15; Dannefelser v. Weigel, 27 Mo. 45, 57 Mo. App. 272; Sargent v. Gile, 8 N. H. 325; Holt v. Holt, 58 N. H. 276; Furniture & Carpet Co. v. Sorensen, 28 Utah, 419, 428; West v. Bolton, 4 Vt. 558; McGinnis v. Savage, 29 W. Va. 364; Wheeler & Wilson Mfg. Co. v. Teetzlaff, 53 Wis. 211. "The Supreme Court of Pennsylvania in the lastest case on the subject-Forest v. Nelson, decided Feb. 16th, 1885-has adhered to the doctrine. It must, therefore, be regarded as a law of Pennsylvania that upon a sale of personal property with delivery of possession to the purchaser, an agreement that title should not pass until the contract price should be paid is valid as between the original parties, but that creditors of the purchaser, or a purchaser from him bona fide, by a levy under execution or a bona fide purchase, will acquire a better title than the original purchaser had a title superior to that reserved by his vendor." Marvin Safe Co. v. Norton, 48 N.. J. L. 410, 414. "A present sale and delivery of personal property to the vendee coupled with an agreement that title shall not vest in the latter unless he pays the price agreed upon at the time appointed therefor, and that in default of such payment the vendor may recover possession of the property, is quite different in its effect from a bailment for use, or, as it is sometimes called, a lease of the property, coupled with an agreement whereby the lessee may subsequently become owner of the property upon payment of a price agreed upon. As between the parties to such contracts, both are valid and binding; but as to creditors, the latter is good while the former is invalid." Forrest v. Nelson, 108 Pa. St. 481. Quoted with approval in Marvin Safe Co. v. Norton, 48 N. J. L. 410, 414. 3. In re Binford, Fed. Cas. No. 1,411; Homans v. Newton, 4 Fed. 880; Leigh Bros. v. Mobile, etc., Ry. Co., 58 Ala. 165; McCall v. Powell, 64 Ala. 252; Vt. Marble Co. v. Brow, 109 Cal. 236; Rodgers v. Bachman, 109 Cal. 552; Perkins v. Mettler, 126 Cal. 100; Forbes v. Marsh, 15 Conn. 384; Lewis v. McCabe, 49 Conn. 141; Beach's Appeal, 58 Conn. 462; Williams v. Conoway, 3 Houst. (Del) 63; Watertown v. Davis, 5 Houst. (Del.) 192; Goodwin v. May, 23 Ga. 205; Ellis v. Holland, 98 Ga. 154, 156; Keck v. State, 12 Ind. App. 119; Hanway v. Wallace, 18 Ind. 377; Chissolm v. Hawkins, 11 Ind. 316; Brown v. Haynes, 52 Me. 578; Everett v. Hall, 67 Me. 497; Thomas v. Parsons, 87 Me. 203; Coggill v. Ry. Co., 69 Mass. (3 Gray) 545; Sargent v. Metcalf, 71 Mass. (5 Gray) 306 (goods purchased for resale); Carter v. Kingman, 103 Mass. 517; Benner v. Puffer, 114 Mass. 376; Chase v. Ingalls, 122 Mass. 381; Bailey v. Hervy, 135 Mass. 172; McCarthy v. Henderson, 138 Mass. 310; Nichols v. Ashton, 155 Mass. 205; Marquette Mfg. Co. v. Jeffery, 49 Mich. 283; Dewes Brewery Co. v. Merritt, 82 Mich. 198, 9 L. R. A. 270; Miller v. Harris, 9 Miss. (1 S. & M.) 185; Tufts v. Stone, 70 Miss. 54; Mills v. Edsall, 7 Mon. 185; Cardinell v. Everetts, 5 Neb. 36; Luey v. Bundy, 9 N. H. 298; Davis v. Emery, 11 N. H. 230; Porter v. Pettengill, 12 N. H. 299; McFarland v. Farmer, 42 N. H. 386; Clark v. Greeley, 62 N. H. 394. Pennsylvania courts distinguish as to the buyer's creditors between bailments with the power to buy, and conditional sales. See footnote 4, post. Marvin Safe Co. v. Norton, 48 N. J. L. (19 Vroom) 410; Sage v. Sleutz 23 Ohio St. 1; Houston v. Dyche, 19 Tenn. (Meigs) 76; Bradshaw v. Thomas, 15 Tenn. (7 Yerg) 497; Buson v. Dougherty, 30 Tenn. (11 Humph.) 50; Price v. Jones, 40 Tenn. (3 Head) 81; Sinker v. Comparet, 62 Tex. 470; City National Bank v. Tufts, 63 Tex. 113; Hirsch v. Steele, 10 Utah, 18, and cases cited; Furniture & Carpet Co. v. Sorensen, 28 Utah, 419, 428; Reed v. Starky, 69 Vt. 200; Quinn V. Parke Machinery Co., 5 Wash. 276. ers This rule holds although the goods are obtained for the express purpose of reselling in the usual course of trade. Lewis v. McCabe, 49 Conn. 141, 144; New Haven Wire Co. Cases, 57 Conn. 352, 5 L. R. A. 300; RogV. Whitehouse, 71 Me. 222; Ketchum v. Brennan, 53 Miss. 596; Burbank v. Crooker, 73 Mass. (7 Gray) 158; Dewes Brewery Co. v. Merritt, 82 Mich. 198; Ballard V. Burgett, 40 N. Y. 314; or for consumption. This rule is modified by statute in most States. See infra. See, also, National Cash Register Co. v. Broeksmit, 103 Ia. 271; Peterson v. Tufts, 34 Neb. 8; 1 Mechem on Sales, §§ 588, 597. "Where personal property has been sold and delivered with the privilege of purchase, but upon the express condition that the title should not pass to the vendee until payment of the price, our courts, in common with many other American authorities, have uniformly upheld the vendor's title even against the vendee's creditors or subsequent purchasers in good faith and without notice." Hotchkiss v. Higgins, 52 Conn. 205, 210. Citing Lewis v. McCabe, 49 Conn. 141, and distinguishing many other cases. "In this State, and in nearly all of our sister States, conditional sales —that is, sales of personal property on credit with delivery of possession to the purchaser and a stipulation that the title shall remain in the vendor until the contract price is paid-have been held valid, not only against the immediate purchaser, but also against his creditors and bona fide purchasers from him, unless the vendor has conferred upon his vendee indicia of title beyond mere possession, or has forfeited his right in the property by conduct which the law regards as fraudulent." Marvin Safe Co. v. Norton, 48 N. J. L. 410, |