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order to convict, to find beyond a reasonable doubt that all the statements charged were made and relied on. This, as we have just seen, is erroneous. It is sufficient to prove enough of the false pretenses laid to show an offense, though the rest are not proved. 2 Bish. New Crim. Proc. § 171, supra.

"The judgment will be affirmed."

[1] "The first, that the court excluded legal evidence for defendant, and the second, that it admitted illegal evidence for the state, point to no specific rulings, and consequently require no consideration of matters of evidence. It may be well, however, to say that we have looked at the testimony cited in the brief under this head, and find that the points made are without merit. In one instance there was no ruling by the court, as to conversations in another county prior to the procurement of the money; they were competent as leading up to the actual consummation of the transaction, and statements aft-State. erwards by defendant were competent as admissions by him. The statement by defendant at a later stockholders' meeting is in this category.

[2] "The motion to direct acquittal at the close of the state's case was rightly denied, as there was evidence for the jury of representations, charged in the indictment, inducing the payment by Blatchley, their falsity, and defendant's knowledge thereof.

Robert Peacock, of Mt. Holly, for plaintiff in error.

Charles F. Sexton, of Long Branch, for the

PER CURIAM. The judgment under review will be affirmed for the reasons set forth in the opinion of the Supreme Court.

(92 N. J. Law, 633) KROOG v. KEYSTONE DAIRY CO. (No. 19.)

[3] "A witness was permitted to testify that certain statements on a typewritten paper, as to the amount of stock outstanding, etc., were read in defendant's presence. This was properly admitted under the well-settled rule about state- (Court of Errors and Appeals of New Jersey. ments made in presence of a party, and which he fails to controvert at the time.

[4] "The variance in date of the check (cause No. 7) was immaterial.

"The remainder of the brief (there was no oral argument) is for the most part a restatement of causes for reversal without discussion. [5] "Under cause No. 8, defendant attacks an instruction that the jury were to ascertain whether the pretenses made were calculated to deceive a person of ordinary prudence. This was too favorable to defendant. The indictment will lie even if they would not have deceived such a person. Oxx v. State, 59 N. J. Law, 99, 35 Atl. 646.

[6] "The point made under cause No. 9 is that the court failed to add to the charge on insolvency a certain comment on the evidence. No such comment was requested, nor, if requested, would the court have been required to make it. "Cause No. 10 is merely stated and not argued. We see no merit in it.

"Causes 11, 12, and 13 are not pressed.

[7] "Under causes 14, 15, and 16 the argument is that the state was bound to prove all the false pretenses alleged, and if there was reasonable doubt as to one of them there should have been an acquittal. This is contrary to the accepted rule. 2 Bish. New Crim. Law, § 418, and cases; 2 Bish. New Crim. Proc. § 171; 19 Cyc. 439, note 82; State v. Vanderbilt, 27 N. J. Law, 328, 337, last paragraph of the opinion.

[8] "Specifications 17 and 18 are not pressed. No. 18 is also general in character, that the charge 'was in divers other particulars erroneous and inadequate.' This, of course, points to nothing.

"Similarly No. 19 is that 'the court failed to charge the court (jury?) properly upon the questions of evidence of good character.'

[9] "No. 20, a refusal to charge that, if the statements were mere expressions of opinion, the jury should acquit was covered in the main charge.

"No. 21, and last, is a refusal to charge a request that would have required the jury, in

Feb. 6, 1919.)

MASTER AND SERVANT 412- WORKMEN'S COMPENSATION QUESTION OF

FACT.

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REVIEW

Where the judgment of the common pleas court is supported by the evidence, it is, under the statute, conclusive and binding upon questions of fact.

Parker and Williams, JJ., dissenting.

Appeal from Supreme Court.

Proceedings under the Workmen's Compensation Act (P. L. 1911, p. 134, as amended by P. L. 1913, p. 309) by Elizabeth Kroog against the Keystone Dairy Company, to recover compensation for the death of her husband, Henry Kroog. From a judgment of the Supreme Court affirming a judgment of the common pleas court in favor of plaintiff, defendant appeals. Judgment affirmed.

On appeal from the Supreme Court, in which the following per curiam was filed:

"This is a workmen's compensation case heard in the Hudson county court of common pleas, resulting in a determination in favor of Elizabeth Kroog, widow of Henry Kroog. Henry Kroog was a salesman and driver of one of the defendant's wagons. On the 8th of September, 1916, he was killed while driving a horse and wagon onto a weighing scale at the ice depot belonging to the Mountain Ice Company at Ferry street and Ravine road at the Erie Railroad in Jersey City. As he was driving onto the scale, he was standing up in the wagon, and was heard to say, "Whoa," suddenly; the horse stopped, and the decedent was accidently thrown or fell out of the wagon onto the ground, his head striking an iron rail at the side of the scale, causing death. The defense was that his death was the result of natural causes, such as heart failure. This is the only point in the case. The judgment of the common pleas court

is supported by the evidence, and this, under | man Rubber Corporation to Arthur W. Rinke, the statute, on questions of fact, is conclusive as trustee, to secure an issue of bonds and binding. The judgment of the common amounting to $210,000, claimed to have been pleas court is affirmed, with costs."

M. Casewell Heine, of Newark, for appel

lant.

William R. Gannon, of Jersey City, for respondent.

PER CURIAM. The judgment under review will be affirmed, for the reasons set forth in the opinion of the Supreme Court. PARKER and WILLIAMS, JJ., dissent.

(90 N. J. Eq. 129)

ECKRODE v. ENDURANCE TIRE & RUB-
BER CORPORATION OF NEW YORK
et al. (No. 45/670.)

given in exchange, or as a consideration for the deed and bill of sale; and the bill also asks for the appointment of a receive for the Endurance Tire & Rubber Corporation, on the allegation that it was unable to meet its obligations and was insolvent at the time of the conveyance and transfer of its property.

The attack upon the sale and transfer of the property rests upon the claim that the action of the Endurance Tire & Rubber Corporation in making the same was ultra vires, and this contention is based upon the allegations: (1) That such sale and transfer was not sanctioned by the consent of 95 per cent. of the capital stock of the Endurance Tire & Rubber Corporation, as required by section 16 of the Stock Corporation Law of the state

(Court of Chancery of New Jersey. Feb. 24, of New York, (Consolidated Laws of 1909, c.

1919.)

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Chancery Court will not assume jurisdiction of suit by stockholder in corporation of another state, for benefit of himself and all other stockholders, to declare illegal, on account of company's insolvency, without allegations of fraud, deed and bill of sale of company's realty and personalty to another foreign corporation, etc., simply because complainant stockholder is a resident of New Jersey and property to which suit, involving "internal affairs of a corporation," relates, is situated in New Jersey.

Bill by Clement E. Eckrode against the Endurance Tire & Rubber Corporation of New York and others. Bill dismissed. August C. Streitwolf, of New Brunswick, for complainant.

Collins & Corbin and Robert J. Bain, ali of Jersey City, for defendants.

FOSTER, V. C. This bill alleges that complainant is a resident of this state and the owner of 500 shares of the common stock of the defendant, the Endurance Tire & Rubber Corporation of New York, a New York corporation authorized to do business in this state, transacting such business in the city of New Brunswick.

61), as complainant, who is the owner of more than 5 per cent. of such capital stock, did not consent to such sale; (2) that notice of the meeting of the stockholders at which the resolution authorizing the sale was adopted was not given as required by sections 16 and 25 of the Stock Corporation Law of New York; and (3) that the corporation being unable to meet its obligations could not, under section 66 of this law, transfer any of its property to any of its officers, directors, or stockholders, except for the full value of the property paid in cash; but there is no allegation that the Hardman Rubber Corporation comes within this prohibition.

The bill further alleges that the conveyance and transfer includes all the real estate and tangible personal property owned by the Endurance Corporation, and that both this real and personal property are located in this state.

Complainant invokes this court's jurisdicdiction on the ground that he is a resident of the state and that the property in question is located therein; and defendants contend that the court is without jurisdiction, as the controversy is between a stockholder and the corporation and its directors, and relates to the internal affairs of a foreign corporation.

Chancellor Runyon, in Gregory v. Railroad Co., 40 N. J. Eq. 38, remarked that it is obvious that this court cannot regulate the internal affairs of foreign corporations; and in the later case of Jackson v. Hooper et al., 76 N. J. Eq. 592, 75 Atl. 568, 27 L. R. A. (N. S.) 658, the Court of Errors and Appeals held to the same effect, and adopted the definition of the phrase "internal affairs of a corporation" given in the case of North State, etc., Mining Co. v. Field, 64 Md. 151, 20 Atl. 1039, where it was held that

Complainant files his bill for the benefit of himself and all other stockholders of this corporation, and seeks to have a deed and bill of sale for the corporation's real and personal property in this state, made on December 5, 1918, by this corporation to the defendant the Hardman Rubber Corporation (a corporation of the state of Delaware, also authorized to do business in this state), declared illegal and void, and also seeks to have declared illegal and void a certain mortgage of like date, covering the property so "Where the act complained of affects the comtransferred and conveyed, made by the Hard-plainant solely in his capacity as a member of For other cases see same topic and KEY-NUMBER in all Key-Numbered Digests and Indexes

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LEGAL

the corporation, whether it be as stockholder, | execute mortgage with intent to cheat creditor director, president, or other officer, and is the bringing the suit. act of the corporation, whether acting in stockholders' meeting, or through its agents, the 4. EQUITY 61-EQUAL EQUITIES board of directors, then such action is the management of the internal affairs of the corporation, and in case of a foreign corporation, our courts will not take jurisdiction."

TITLE AS PREVAILING.

Where wife executes duebill as a surety for husband's debt and subsequently mortgages her land to another creditor of husband, in consideration of extinguishment of husband's pre-ex

will prevail.

5. FRAUDULENT CONVEYANCES 77 — VOLUNTARY CONVEYANCE RIGHTS OF CREDITORS.

The bill does not charge the officers or dl-isting indebtedness, the equities of the two credirectors of either of the corporations with tors are on a par, and the mortgagee's legal title any fraudulent conduct; and it appears that the corporate acts complained of affect complainant solely in his capacity as a member stockholder of one of the corporations, and that individually he has no relation to either of them independent of his relationship as a stockholder in the Endurance Tire & Rubber Company. Applying to this situation the definition of the phrase "internal affairs of a corporation," approved in Jackson v. Hooper, supra, and the tests quoted from 12 Ruling Case Law, § 20 et seq., by Vice Chancellor Lane in Atwater v. Baskerville, 104 Atl. 310, at page 315, it is clear that the mere fact that complainant is a resident of this state, and that the property to which the corporate action relates is situate therein, are not in themselves sufficient to justify this court in assuming jurisdiction.

The allegation of the insolvency of the Endurance Tire & Rubber Company is too general to warrant the appointment of a receiver, assuming this court has the authority to appoint a receiver for a foreign corporation (Atwater v. Baskerville, supra); and, as there are no other facts in the case that will justify the court in assuming jurisdiction, I will advise that the bill be dismissed.

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Wife's mortgage to husband's creditor, executed to extinguish husband's debt, where creditor not only acquitted husband of his liability, but in addition gave up securities and paid difference between mortgage and indebtedness in cash, was not a voluntary conveyance and void under the statute of frauds, within the principle that a voluntary conveyance is void by the force of the statute with respect to debts existing at the date of such conveyance. 6. FRAUDULENT CONVEYANCES 158(2) FRAUDULENT INTENT-KNOWLEDGE OF INDEBTEDNESS.

In action to set aside as fraudulent a mortgage by wife to extinguish husband's preexisting indebtedness pending suit against the wife, if mortgagee knew that mortgaged land was all the property possessed by wife, and that she was indebted to others, this would seriously impeach the good faith of the par

ties.

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In view of Statute of Frauds, § 15, wife's mortgage to husband's creditor, in consideration of creditor's acquitting husband of his liability and surrendering securities, though executed pending suit against wife, was not void under section 12, making conveyances for purpose of delaying or defrauding creditors void as against such creditors; wife's mortgage having been made in good faith for a valuable consideration to person without notice of a fraud.

8. FRAUDULENT CONVEYANCES 198-ASSIGNMENT OF MORTGAGE-RIGHTS OF PURCHASER.

That purchaser of mortgage knew that mortgage was executed by mortgagor while suit was pending against her, and that mortgaged property was the only property of which she was possessed, would not affect the stability of the mortgage, where the mortgagee was without notice thereof, and acted in good faith.

Bill by Catherine Bowers, by her next friend, against Annie Bowers and others, in which the Newark Trust Company interposed a counterclaim. Bill dismissed, and counterclaim sustained.

Edward P. Johnson and Hugh K. Gaston, both of Somerville, for complainant.

Worrall F. Mountain, of Newark, for de-[nish in payment, a mortgage on his wife's fendant Newark Trust Co. interest in the lands in Bernardsville. For

George E. Clymer, of Newark, for de- the bond and mortgage Rose gave up the fendants Roses, Bowerses and Prout.

BACKES, V. C. This is a creditors' bill. The facts are few and undisputed. Catherine Bowers, the complainant, held the defendant's Annie Bowers' duebill for $500, upon which she sued and recovered in the Supreme Court. Under execution the undivided one-third interest of Annie in lands in Somerset county was sold and conveyed to Catherine. While the suit was pending Annie and her husband executed their bond and mortgage on Annie's interest in the land to Allen W. Rose for $3,500 to satisfy a debt of Annie's husband. Rose assigned the bond and mortgage to William Prout, and Prout assigned them to the Newark Trust Company as collateral security for his debt. Catherine filed this bill to set aside the mortgage as fraudulent, and the trust company counterclaimed, praying a foreclosure and

sale.

The bill charges that the mortgage was without consideration, and was given to protect the property from the claim of Annie's creditors, and to prevent the complainant from collecting her debt; that as against Catherine, a then existing creditor, it was a voluntary conveyance and constructively fraudulent, even though there were consider ation, and that it was void because given by a married woman as surety for the debt of another, her husband in this case.

[1] 1. The last ground may be disposed of by quoting from well-recognized authority: "It is established that a married woman may, with her husband, mortgage her land to secure the payment of a debt of his or of any other person, for the payment of which she is in way liable." Merchant v. Thompson, 34 N. J. Eq. 73, and cases there cited.

[2-4] 2. The charge that there was no consideration for the mortgage, and that it was

given, intentionally, to cheat the complainant is not borne out by the testimony. These facts are established to my entire satisfaction. Rose lent to Henry Bowers, Annie's husband, from time to time nearly $3,500. The first loan was for $1,000, for which a promissory note was given. Two items of $500 each were advanced upon the security of a deed made by Bowers to Rose for 20 lots at Eagle Rock terrace, and the remainder was lent in dribs, ranging from $25 to $100 and upwards, for which duebills were taken. The loans were made over a period of four years next before the mortgage was given, April 26, 1910. Rose and Bowers were friends engaged in the same line of business, real estate, and Rose, who had some money then, let Bowers, who was hard up, have it as he could spare it. There came a time when Rose needed funds, and Bowers offered the only thing he could fur

deed for the 20 lots, the note for $1,000 and the duebills, and as the accounting showed a balance of some $50 or $60 in favor of Bowers he paid that. Mr. Clymer, a reputable member of the bar, witnessed the negotiation of the bond and mortgage for the deed, note, duebills, and cash. As to the creation of the debt we have the testimony of Rose and Bowers, taken in New York. I have read the depositions with careful attention, and checked it up with great care, having in mind that possibly it might have been manufactured, but, after thorough search, I am convinced that Bowers owed Rose $3,500, less the $50 or $60 that Rose paid when he got the mortgage. I am also satisfied that Mrs. Bowers gave the mortgage entirely without thought of the complainant's debt, and that she gave it solely to aid her husband, and that Rose had no knowledge of the debt or of the complainant's suit when he took it. There are, as a rule, in cases of this kind where fraud upon creditors is charged, peculiar circumstances that excite suspicion and provoke litigation, and this one is not an exception. The mortgage was given by Annie to Rose while the suit at law against her was pending, and shortly before it was brought to trial. It was assigned to Prout, Annie's attorney, on the very day it was executed, and the trial was permitted to go by default. Further, the assignment was not recorded until seven years afterwards, 1917. It looked like a bald fraud, but this is the explanation, and it is plausi. ble and acceptable. Rose, as I have said, knew nothing of the lawsuit, nor of Prout's relation to Annie Bowers. Prout had been Rose's attorney, and Rose owed him some $800 for professional services. When Bowers offered him the mortgage Rose turned to Prout, who held out promises that he could dispose of it for cash, and it was forthwith assigned; the inducement to Prout being that he was to deduct what was due to him. Prout was unable to sell the mortgage, and it was then arranged that he should pay Rose as his limited means would permit, and that took seven years to do. In the meanwhile Prout held the mortgage and assignment and Rose held the bond; the agree ment having been that the assignment was not to be recorded until Rose had been paid in full. The inquiry into whether Prout paid Rose, and how he paid him is, of course, of no moment, except perhaps as it bears upon the integrity of the transaction between the Bowerses and Rose that led to the execution of the mortgage. That the mortgage was given on the eve of the trial of the lawsuit, and that the defense was abandoned, aroused more than curiosity. It created mistrust. But at that time Prout held the

mortgage, which more than covered all his client possessed, and he felt no longer interested in the outcome. It is not amiss to say that, had the defense interposed in the lawsuit, that the duebill sued on was given by Annie to Catherine as a surety for her husband's debt, been pleaded and proved here, it would have gone far, notwithstanding the judgment at law, toward establishing Annie's good faith in giving the mortgage to Rose, and would have been a complete answer to the claim, next to be considered, that the mortgage was voluntary, for then the equities of Catherine and Rose would have been on a par and Rose's legal title would have prevailed.

and perjuries (C. S. 2618), by which conveyances of lands or chattels made for the purpose of delaying or defrauding creditors are declared to be void as against such creditors. But the fifteenth section provides that the act shall not extend to any conveyance made in good faith and for a valuable consideration to a person not having notice of a fraud. As Rose's mortgage and Rose himself are within the category of the saving clause, the statute fails of operation.

The bill will be dismissed, and the counterclaim of the Newark Trust Company will be sustained, with costs.

(90 N. J. Eq. 57)

OF WEST PATERSON v. BROPHY et ux. (No. 43/265.)

[8] That Prout, when he took the assignment from Rose, knew of the complainant's debt, and realized that the mortgage would prevent its collection, cannot affect the stability of the mortgage. The rule is that, if a [5, 6] 3. The mortgage was not a volun- second purchaser with notice acquires title tary conveyance, and void under the stat- from a first purchaser, who was without noute of frauds, within the principle laid down tice and bona fide, he succeeds to all the in Haston v. Castner, 31 N. J. Eq. 697, that rights of his immediate grantor. Pomeroy, a voluntary conveyance is void by the force | Eq. Jur. (4th Ed.) § 754; Holmes v. Stout, of the statute with respect to debts existing 4 N. J. Eq. 492; Rutgers v. Kingsland, 7 N. at the date of such conveyance. That the J. Eq. 178, 658; Roll v. Rea, 50 N. J. Law, mortgage was given by Annie while she was 264, 12 Atl. 905. indebted to Catherine Bowers we must assume to be established by the judgment, and that she was under no legal or moral obliga- | tion to give it, and that it was in nature and effect a gift to her husband, is clear, and if it had been given to secure his pre-existing debt a different question would have arisen. But here the mortgage was given BOARD OF EDUCATION OF BOROUGH in payment of her husband's debt. Rose took the mortgage in satisfaction of his debt, and not only acquitted Annie's husband of his liability, but also gave up his securities (Court of Chancery of New Jersey. Jan. 23, and paid cash besides, and all this he did not knowing of Catherine's claim against 1. DEEDS 144(1) Annie. That he is precisely within the definition of a bona fide purchaser for a valuable consideration it seems to me cannot be questioned. Bigelow on Fraudulent Conveyances, 532. I do not mean to intimate that, had Rose had knowledge of Annie's debt, he would not have had the standing of a bona fide purchaser for a valuable consideration, assuming, of course, that the mortgage were given in absolute good faith, without intention to defeat her creditors, for it is a matter of common knowledge and of daily practice that debtors lend their credit and property for another's undertakings, and that such transactions are uniformly upheld by the courts when made in good faith. In such event that question is solely one of fact. If it had appeared in the case that Rose knew that the property Annie mortgaged to him, for her husband's debt, was all that she possessed, and that she was indebted to others, the good faith of the parties would have been seriously impeached.

[7] The complainant's right to relief, that is, to supplant the superior legal estate of Rose and his assigns, rests exclusively upon the twelfth section of the statute of frauds

TION."

1919.)

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"ESTATE UPON CONDI

An "estate upon condition" is granted on the limitation or condition that the grantee do certain things or refrain from doing certain specified things, and if the grantee violates the prescribed conditions, the grantor may re-enter and take possession.

[Ed. Note.-For other definitions, see Words and Phrases, Second Series, Estate on Condition.]

2. DEEDS 134 "ESTATE UPON CONDITIONAL LIMITATION."

An "estate upon conditional limitation" is one where the whole estate is given the grantee absolutely, to terminate absolutely on the happening of a specified event without re-entry; the mere happening of the event terminating the estate, and the fee passing immediately elsewhere.

[Ed. Note. For other definitions, see Words and Phrases, First and Second Series, Conditional Limitation.]

3. SCHOOLS AND SCHOOL DISTRICTS 65-EsTATES ON CONDITION SUBsequent.

Deed to trustees of district school of township, and successors and assigns forever, for use of having erected thereon and maintained for use of district a schoolhouse and playground,

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