preference to the debts of the other firm. No part of the proceeds of such property can be applied to the latter debts until the former are fully paid: In re Hinds et al., 3 B. R. 351.

24. If the partners conduct business in two different places under different names, the two firms, in the distribution of the assets, will be treated as one firm, and no notice will be taken of the indebtedness of one firm to the other: In re Theo. H. Vetterlein et al., 5 Bt. 311.

25. If one of the bankrupts is a member of a firm which is a creditor, the whole dividend should not be paid to the firm, but the proportion to which the bankrupt would be entitled should be retained for his individual creditors, and the rest paid to the other members of the firm: In re Joel A. H. Ellis, 5 Bt. 421.

26. The firm creditors can not have recourse to the separate estate for money advanced by the firm to one of the partners: In re G. H. Lane & Co.,

10 B. R. 135.

27. If partners purchase land with partnership funds and take a deed to themselves jointly, as tenants in common, and the orphans' court, upon the death of one of them, orders his interest in the land to be sold, the proceeds do not belong to the assignee of the surviving partner. What was sold was the estate of the decedent, and not that of the partnership. The money is the proceeds of his estate. Whether the sale was of a moiety of the lands, the title of the decedent as a tenant in common, or his interest as a partner in the firm, the result is the same, and the assignee has no right to the money: Jones' Appeal, 70 Penn. 169.

28. A creditor holding a judgment against one partner acquires no lien upon firm property transferred to that partner at a time when the firm is insolvent: In re Cook & Gleason, 3 Biss. 122.

29. If the judgment of a partnership creditor against the firm is prior in point of time to the judgment of an individual creditor against one of the partners, the share which the partnership creditor is entitled to receive out of the partnership assets must be first applied as a credit on his judgment against the separate partner, in relief of the fund of such separate partner, for the benefit of the separate creditor: In re A. T. Lewis, 8 B. R. 546.

30. When a judgment has been obtained by a partnership creditor against the members of the firm, it operates as a several lien against the real estate of each partner, and if prior in point of time to a judgment obtained against an individual partner by an individual creditor of such partner is to be preferred to such subsequent judgment: In re A. T. Lewis, 8 B. R. 546.

31. The rule that appropriates partnership property to the payment of partnership debts is for the benefit of the partners, and they may waive it. A mortgage is not void as against partnership creditors, because the notes or debts which it was in fact given to secure were individual debts of the respective partners, and not properly a partnership demand: In re Kahley, 4 B. R. 378.

32. The presumption is, that an arrangement made by one partner to sell firm property, and, in consideration thereof, to receive goods for his own individual use, is entered into by both parties in fraud of the partnership. This presumption may be rebutted by showing an express or implied assent of the other partners, but without such proof the arrangement is void: Taylor v. Rasch, 5 B. R. 399.

33. If the separate estate of one partner is more than enough to pay his separate debts, at the amounts proved as they stood at the time of the adjudication of bankruptcy, the surplus of such separate estate over such debts is to be added to the partnership estate, and applied to the payment of joint debts before paying interest on the separate debts after that time: In re Berrian, 44 How. Pr. 216.

34. Each bankrupt must stand and fall by his own acts. Those of his partner committed without his knowledge will not affect him, excepting that a neglect to do what the law positively requires, such as keeping proper books, will affect both, though it should actually be the neglect of one only: In re George & Proctor, Lowell, 409.

35. This provision implies that the court which first obtains jurisdiction over

а

SEC. 36. The provisions of this Act shall apply to corporations, and upon the petition of any officer of any corporation, duly authorized by the vote of the Board of Directors or Trustees, at a meeting specially called for that purpose, or by the assent in writing of a majority of the Directors or Trustees, as the case may be, or upon a creditor's petition, made and presented in the manner provided in respect to debtors, the like proceedings shall be had and taken as are provided in the case of debtors. All the provisions of this Act, which apply to the debtor, or set forth his duties, examination, and liabilities, or prescribe penalties, or relate to fraudulent conveyances, payments, and assignments, apply to each and every officer of any corporation in relation to the same matters concerning the corporation. Whenever any corporation is declared insolvent, all its property and assets shall be distributed to the creditors; but no discharge shall be granted to any corporation.*

(a) This section construed as it reads is applicable to
* *
private corporations *
formed for any purpose

for which individuals may lawfully associate themselves."
C. C., sec. 286. Also it applies specially to all those
corporations specially mentioned in Chapter I., Title I., C.
C., viz.: Bank, Beneficial and Relief, Building, Business,
Canal, Mutual Life, Health and Accident, Land and Build-
ing, Railroad, Prismoidal, Religious, Social and Benevo-
lent, Road, Savings and Loan, Telegraph, Water and Canal.

the subject-matter of the petition and over the person of the petitioner, shall have exclusive jurisdiction over the case; that is, over the subject-matter of the petition and over all the copartners, if the non-petitioning copartners are brought in by appropriate process: In re Penn et al., 5 B. R. 30.

36. One partner can not file a petition against his copartners in the district where he resides, but in which they have neither resided nor carried on business during any portion of the six months next preceding the filing of the petition: In re Work, McCough & Co., 30 Leg. Int. 361; contra, in re Penn et al., 5 B. R. 30..

37. Where the members of a firm reside in different districts, the only court that has jurisdiction of a petition against the firm is the district court of the district in which the firm carries on business: Cameron v. Cameo, 9 B. R. 527.

38. If proceedings to have the firm declared bankrupt are commenced in one district on the same day that proceedings in bankruptcy are commenced by one of the partners in another district, the assignee elected in the former proceedings is alone the proper assignee of the firm: Cannon v. Wellford, 22 Va. 195.

* U. S. R. S., Sec. 5122.-The provisions of this title shall apply to all moneyed business or commercial corporations and joint stock companies, and upon the petition of any officer of any such corporation or company, duly

authorized by a vote of a majority of the corporators at any legal meeting called for the purpose, or upon the petition of any creditor of such corporation or company, made and presented in the manner provided in respect to debtors, the like proceedings shall be had and taken as are provided in the case of debtors. All the provisions of this title which apply to the debtor, or set forth his duties in regard to furnishing schedules and inventories, executing papers, submitting to examinations, disclosing, making over, secreting, concealing, conveying, assigning, or paying away his money or property, shall, in like manner, and with like force, effect, and penalties, apply to each and every officer of such corporation or company, in relation to the same matters concerning the corporations or company, and the money and property thereof. All payments, conveyances, and assignments declared fraudulent and void by this title when made by a debtor, shall, in like manner, and to the like extent, and with like remedies, be fraudulent and void when made by a corporation or company. Whenever any corporation, by proceedings under this title, is declared bankrupt, all its property and assets shall be distributed to the creditors of such corporations in the manner provided in this title, in respect to natural persons. But no allowance or discharge shall be granted to any corporation or joint stock company, or to any person or officer or member thereof.

1. When the petition of a corporation has been filed without the consent of the corporators legally obtained, an attaching creditor may file a petition, asking to have the proceedings dismissed: In re Lady Bryan Mining Co., 4 B. R.

144.

2. Whether the officers who filed the petition were duly authorized to do so by a proper vote of the stockholders, is a question that can not be raised in a collateral action: Davis v. R. R. Co., 13 B. R. 258.

3. Where papers having color of compliance with the State statutes have been filed with the proper State officers, which meet their approval, but are in fact so defective as to be incapable of supporting the corporation as against the State, they are, as against a subscriber to its capital, sufficient to constitute a corporation de facto, if supported by proof of user: Upton v. Hansbrough, 3 Biss. 417.

4. A resolution releasing the stockholders from liability for the balance due on their stock is fraudulent and inoperative when not made public: Upton v. Hansbrough, 3 Biss. 417.

5. No fraud or misconduct by the managers of a corporation can be set up by stockholders to defeat their liabilities to creditors on unpaid stock: In re Republic Ins. Co., 3 Biss. 452.

6. A representation made by an agent at the time of taking a subscription, that no more than twenty per cent. would be called for, will not release the subscriber from his agreement: Payson v. Withers, 5 C. L. N. 445.

7. Stockholders are liable to be compelled to pay whatever remains unpaid upon their stock, whenever it becomes necessary that such payment should be made for the purpose of discharging the debts of the company, although the words "non-assessable" are written or printed across the face of the certificates. As between the company and its stockholders, this contract may be binding: Upton v. Burnham, 8 B. R. 221; S. C., 3 Biss. 520.

8. The mere assignment of a certificate does not, of itself, constitute the assignee a stockholder, or create a liability upon the part of such transferee to pay assessments upon the stock: Upton v. Burnham, 3 Biss. 431.

9. A certificate to a party, or registry of his name upon the stock register, is not absolutely necessary to constitute the legal relation or privity. The purchaser may waive it and be held liable, without either a certificate or registry of his name: Upton v. Burnham, 3 Biss. 431.

10. The provision requiring the transfer to be upon the books of the company, is for the benefit of the company, and the company can waive it; and f it is waived at the request of the holder of the certificate, or with his con

sent, express, or complied, he is liable directly to the company for future assessments: Upton v. Burnham, 8 B. R. 221.

11. If the certificate is indorsed in blank, and passed from the original subscriber to others, the entry of the name of the holder upon the stock books is a waiver. The holder of a stock certificate, by assignment and blank transfer to him, becomes thereby clothed, not only with all the rights, but with all the obligations of a stockholder: Upton v. Burnham, 8 B. R. 221.

12. An attorney of a corporation who advises it to apply for the benefit of the bankrupt law, after the passing of an order by a State court restaining it from disposing of its funds, is guilty of a contempt to the State court: Watson v. Citizens' Savings Bank, 9 B. R. 458.

ARTICLE VI.

PROOF OF DEBTS.