Greene and Robertson for the redemption | 1881; that the details of such agreement did or repurchase of the premises by Robertson, not come to their knowledge until the tak such supposed agreement was not in writing of the evidence in the cause; that such ing, signed by Greene or by any person sale and agreement were purposely conby him authorized in writing, according to cealed by all parties thereto, notwiththe statute of Illinois in such case made and standing all due diligence was used to disprovided. On the 27th of October, 1883, the cover the same; that Peabody having master reported the proofs to the court, been, prior to the making of the sale, placed and the cause was heard before Judge in possession of the property as agent and BLODGETT, in November, 1883; and, on the trustee, and there being no apparent 14th of April, 1884, he filed an opinion, change in the possession of the property which is reported in 21 Fed. Rep. 209, decid- thereafter, there was nothing to advise ing the case in favor of the plaintiffs. A the plaintiffs of the sale, unless they had motion for a rehearing was made and over-accidentally discovered the record of the ruled on the 7th of July, 1884, and on the deed from Peabody to Greene, and they 29th of July, 1884, an interlocutory decree made no examination for that, for the was entered, finding that the equities of reason that, by the conduct of Robertson the cause were with the plaintiffs; that and his agents, and of Peabody, they had they were entitled to redeem the premises been lulled into the belief that no foreclosin question from the indebtedness secured ure or sale would be made, at least prior thereon in favor of the heirs and represent- to April 2, 1880, when the debt secured by atives of the estate of David R. Greene, de- the trust-deed to Peabody would mature; ceased, upon such terms as might be there- that the sale made by Peabody October 7, after fixed by the court; and that a refer- 1878, was made after the filing of the petience be had to a master, who was named, tion of Robertson in bankruptcy, August to take and report to the court an account 31, 1878, and before the appointment of his of what was due to such heirs and repre- assignee, July 24, 1879, and while there was sentatives, for principal and interest, on no representative of the estate of Robertthe debt secured by the trust-deed to Pea- son, and of his equity of redemption in the body, and of the amounts paid for taxes, property, on whom the notice of sale could assessments, and charges provided for in operate, or who could protect the estate such trust-deed, and an account of what and the creditors; that the sale was therehad been paid by said defendants for nec-fore void as against the rights of the plainessary repairs and improvements, and antiffs, and as against the assignee in bankaccount of the rents and profits of the premises, and to report such accounts with the evidence. Those accounts were taken, and the master filed his report on the 15th of July, 1885, finding due to the defendants, on the 12th of June, 1885, on the principles stated in the interlocutory decree, $45,641.66. Both parties filed exceptions to this report. Before they came on for hearing, and on the 4th of January, 1886, the defendants moved for leave to amend their answer, so as to set up the limitation of actions provided by the bankruptcy statute. The consideration of the motion was postponed until the final hearing of the cause. The case came to be heard on the 1st of The defendants filed the proposed amendApril, 1886, and on the 3d of April, 1886, the ment to their answer. As to the allegation court made an order allowing the defend- that the sale by Peabody took place, and ants so to amend their answer; and also his deed to Greene was made, pending the granting leave to the plaintiffs to amend proceedings in bankruptcy, and before the their bill, and ordering the replication to election of an assignee, or at a time when the original answer to stand as a replica- the power of sale under the trust-deed was tion to such amendment thereto, and giv-suspended, and as to any other irregularing leave to either party to put in before ity in the notice of sale, or any right in the the master further evidence on the subject-plaintiffs or in said Pratt, derived from the matter of such amendments, directing the assignee in bankruptcy, to set aside the master to continue the account from June deed from Peabody to Greene for any mat12, 1885, to April 1, 1886, and ordering that ter alleged, it says that the right to do so, such additional evidence and statement of if it ever existed, belonged to the assignee, account be considered as if taken before and the provisional assignee, as representthe hearing, and that all exceptions to the ing the creditors in the bankruptcy proformer report of the master be considered ceeding; that the assignees and the plainas exceptions to such supplemental mat- tiffs waived such claims and equities, and ters. In pursuance of such leave, the plain- failed to assert them; that at the time tiffs amended their amended and supple- Peabody made the deed to Greene, on Ocmental bill, by averring that neither they tober 7, 1878, Hancock was provisional asnor the assignee in bankruptcy had any signee in the bankruptcy matter, and on knowledge that the sale by Peabody had the 24th of July, 1879, became assignee; been made, until the 24th of April, 1880; that the supposed equities and claims under that they did not have any knowledge of which the plaintiffs pretend to have de such collusive agreement between Robert-rived a right, under such assignee, to vacate son and his agents and Peabody, as trustee such foreclosure, and redeem the premises, for Greene, until on or about September 13, did not accrue within two vears next be ruptcy and the plaintiffs, as purchasers of the title and right of such assignee, under the provisions of the bankruptcy statute; that such sale, made under such circumstances, should not in equity be allowed to cut off the plaintiffs from their right to redeem from the trust-deed, notwithstanding the sale and the deed thereunder; and that the plaintiffs should be decreed to have taken the title of Robertson in and to the property in the same condition as it was on the 31st of August, 1878, unaffected by the sale by Peabody, and with full right to redeem from the trust-deed as if no sale had been made. ⚫434 987. 439 fore the bringing of the amended and sup- | signee and those claiming under him, that plemental bill of September 17, 1881, wherein the property was still subject to the right the defendants, excepting Peabody, were of redemption by the assignee, and that for the first time impleaded in this suit, such right has been conveyed by him to and wherein, as to all of the defendants, the plaintiffs; second, on the ground that said pretended rights were for the first there was a collusive agreement made time asserted, and that those claims and with Robertson by Peabody, as agent equities, if they ever existed, were barred for Greene, giving to Robertson the right by such laches and by the statute at the to redeem from the sale by Peabody, and time when the supplemental bill was filed. that such right of redemption passed from The amendment sets up such laches as an Robertson to his assignee in bankruptcy, equitable bar and defense to so much of and from the latter to the plaintiffs. the bill as rests upon such pretended equi- The claim of the plaintiffs to redeem, as ties, and avers that, by the bankruptcy judgment creditors of Robertson, is based act, the plaintiffs, by reason of such lapse on the allegation that they were led by the of time, and of the said facts, were and wrongful conduct of the defendants to beare barred from claiming any relief by lieve that the property was subject to the reason of such pretended equities, and sets deed of trust to Gallup, as well as to that up said bar and limitation of two years. to Peabody; that they were not allowed The amendment to the answer also denies an opportunity to pay off the incumthe allegations contained in the amend- brance before the sale by Peabody, alment so filed by the plaintiffs to the amend- though they were ready and willing to do ed and supplemental bills. The master, on so; that, by reason of the collusive agreethe 12th of April, 1886, filed a supplement-ment referred to, the sale by Peabody was al report, bringing down the account to part of a scheme to hinder them in collectthe 1st of April, 1886, and finding to be ing their judgment, by cutting off their lien due to the defendants on that day $45,- on Robertson's equity of redemption, and 342.86. The case was brought to a hearing giving the property back to him, after he before Judge BLODGETT, and he filed his should have been discharged in bankruptopinion on the 24th of May, 1886. (27 Fed.cy from the judgment; that the sale by Rep. 537.) He adhered to his former views. Peabody was not properly advertised; On the 28th of May, 1886, Robertson, Tem- that the plaintiffs had no notice of suchs pleton, and McAllister filed an answer dis-sale prior to its being made; that such noclaiming all interest in the property in con- tice was intentionally withheld from them; troversy, admitting that the plaintiffs that the sale by Peabody, with the prior were entitled to the relief prayed by them, incumbrance of the trust-deed to Gallup, and consenting to the entry of such decree apparently standing against the property, as might seem proper to the court. The when such incumbrance had been paid, court, on the 1st of July, 1886, made a final was made with a view to prevent competidecree, adjudging that there was due to the tion in bidding at the sale; that the propdefendants, the widow, heirs, and represent- erty was sold in bulk, and not offered for atives of the estate of David R. Greene, de- sale in parcels; and that it was sold for ceased, on their lien on the premises in ques- an inadequate price. But we do not find tion, $45,342.86, with interest thereon from it necessary to consider any of these quesApril 1, 1886, at 6 per cent. per annum; that tions, because we are of opinion that the the plaintiffs pay to them that sum, with right of action of the plaintiffs, under their the interest, within 90 days, in redemption title derived from the assignee in bankruptof all lien of the defendants on the prem-cy, was barred by the two-years limitation ises; and that, on such payment being enacted by the bankruptcy statute. Secmade, the defendants convey the premises tion 5057 of the Revised Statutes provides to the plaintiffs by a quitclaim deed. The as follows: "No suit, either at law or in widow, heirs, and representatives of the es-equity, shall be maintainable in any court tate of David R. Greene, deceased, with Peabody and Cummings, have appealed to this court from that decree. between an assignee in bankruptcy and a person claiming an adverse interest, touching any property, or rights of property, transferable to, or vested in, such assignee, unless brought within two years from the time when the cause of action accrued for or against such assignee." *The plaintiffs claim a right to redeem from the sale to Greene, made by Peabody as trustee, or from the trustee under which that sale was made, on payment of the mortgage debt, (1) as owners of Robert- It is contended for the plaintiffs that the son's equity of redemption by virtue of limitation provided by section 5057 applies their purchase from the assignee in bank- only to the case of a contest between an ruptcy; and (2) as judgment creditors of assignee in bankruptcy and a person claimRobertson, having a lien on the property ing an interest adversely to such assignee, by virtue of their judgment, prior in time touching property of the bankrupt, in a to the sale by Peabody as trustee, and suit to which the assignee is a party; that by their purchase of the property at the when the assignee transferred his rights to sale under the execution issued on their Pratt, who acted for the plaintiffs, on the judgment. They rest their claim under 17th of June, 1880, under the sale to Pratt their purchase from the assignee in bank- made on the 24th of April, 1880, the statute ruptcy-First, on the ground that the sale ceased to run, and the interest which thus by Peabody, as trustee, was made after passed from the assignee then ceased to be the commencement of the proceedings in within the terms of the bankruptcy statbankruptcy, and after the adjudication ute of limitation, and became subject to thereon, before an assignee was appointed, the ordinary statute of limitation, and and without leave of the bankruptcy that the two-years limitation had not run court, and was void as against such as-on the 24th of April, 1880, or on the 17th of v.10s.c.-10 June, 1880; the register's deed to the as- | in such case is as fully barred by the banksignee in bankruptcy having been made on ruptcy statute of limitation as is that of the 24th of July, 1879. But we are of opin- the assignee. In that case the suit was ion that the right which passed to the as- brought by a person who had purchased signee, to file a bill to redeem, began to ex- property of the estate from the assignee in ist on the 24th of July, 1879; that, as the bankruptcy, and received a conveyance bankruptcy statute of limitation began thereof, more than seven years after the then to run against such right in the hands title of the assignee accrued. The defendof the assignee, it continued to run after auts pleaded the two-years bankruptcy such right passed to the plaintiffs, by the statute of limitations. At the time of the assignee's deed to Pratt on their behalf, of appointment of the assignee the property June 17, 1880, made in pursuance of the sale sued for was held adversely by the defendof April 24, 1880; that the two-years stat- ants. The court held that the assignee ute of limitation bars the right asserted by could not, after two years from the time of the plaintiffs in their bill, in like manner as his appointment had expired, himself bring it would have barred the right of the as- an action to recover the property, or, by signee to redeem, if he had never made any selling the lands to a third person after sale or conveyance to Pratt, and if he were such time had expired, enable the latter to now the plaintiff in this suit; that the suit maintain an action therefor; and it quotes cannot be regarded as having been brought with approval the remark made in Gifford against the widow, heirs, and representa- v. Helms, supra, that the purchaser from tives of David R. Greene, until the supple- the assignee did not acquire by his purmental bill was filed, on the 17th of chase any greater rights than those posSeptember, 1881, when, for the first time, sessed by the latter. These cases show that the sale by Peabody, as trustee, to Greene a conveyance by the assignee in bankruptwas drawn in question in this suit; and cy cannot prevent the operation of the bar that, as more than two years elapsed be- of the statute against the grantee, when tween July 24, 1879, and September 17, 1881, it has already run against the assignee, or the two-years bar of the statute is com- bring into action a new period of limitaplete. That the two-years bar of the tion, dating from the time of the conveystatute applies in favor of a purchaser from ance. Nor can it interrupt the running of an assignee in bankruptcy has been decid- the statute against the claim or right, ed by this court. In Gifford v. Helms, 98 when it has once commenced to run as U. S. 248, the assignee in bankruptcy was against the assignee. The purchaser takes appointed in May, 1868, and sold all the the right cum onere, subject to the continassets of the bankrupt to the plaintiff | uance of the running of the statute, and in May, 1871. Afterwards the plaintiff subject to the fact that a part of the two brought suit to set aside an alleged fraud-years has already run as against the claim ulent conveyance which had been made by the bankrupt in June, 1867. It was held that, as the right of action on the part of the assignee in bankruptcy was barred in May, 1871, it was barred as against the plaintiff. This could not have been held if the two-years statute of limitation had been regarded as one applying only in a suit brought by the assignee. It was said by the court that, if the conveyance sought to be impeached was made in fraud of creditors, the equities in controversy were vested in the assignee in bankruptcy when But the plaintiffs seek to take the case he was appointed, and his right of action out of the bar of the statute by alleging commenced at the time the assignment that they were ignorant of their rights, and was made to him, and he might have pur- did not discover the facts relating to the sued such right at any time thereafter; sale by Peabody as trustee, and the other that, as the plaintiff claimed as purchaser matters set up in their supplemental bill, from the assignee, he did not acquire, un- until the 24th of April, 1880, which was der the sale made to him by the assignee, within two years of September 17, 1881; any greater rights than those possessed and that the sale by Peabody was kept seby the latter; that those rights were ac-cret by the defendants, as far as possible, quired by the assignee in May, 1868; that although the plaintiffs used diligence to throughout the period intervening between discover the facts. Even if the allegations that date and May, 1871, the equities in in the supplemental bill and in the amendcontroversy were held by the defendant ad-ments thereto be regarded as sufficiently versely to the supposed right of the as-charging a fraudulent concealment by the signee; and that the right, if any, of the defendants of the facts of the case from the assignee, was barred by the two-years statute of limitation before the purchase by the plaintiff. In Wisner v. Brown, 122 U. S. 214, 7 Sup. Ct. Rep. 1156, it was held that an assignee in bankruptcy cannot transfer to a purchaser the bankrupt's adverse interest in real estate in the possession of another claiming title to it, if two years have elapsed from the time when the cause of action therefor accrued to the assignee; and that the right of the purchaser or right, while it was in the hands of the assignee, and to the consequence thats when sufficient additional time shall have run against it, in the hands of the purchaser, to make up the entire two years, the claim or right will be wholly barred. No initiation of a new period of limitation, under any statute, begins to run in favor of the purchaser at the time of his purchase, whether the two years wholly elapsed, or only a part thereof elapsed, while the claim was owned by the assignee. assignee in bankruptcy, or from Pratt, or from the plaintiffs, we do not think the evidence establishes any such fraudulent concealment. With the petition in bankruptcy, filed August 31, 1878, there was filed a schedule naming the creditors of Robertson holding securities, giving the name of David R. Greene as one of such creditors, his place of residence, the date of the contracting of his debt, its amount, a statement that the security was a trust. 442 3. Nor is it void because made to two as signees, while the statute speaks only of an "assignee," as Rev. St. Tex. 1879, art. 3138, § 4, declares that "the singular and plural number shall each include the other, unless otherwise expressly provided." In error to the circuit court of the United States for the northern district of Texas. Sawnie Robertson and W. Hallett Phil deed on property in Chicago, a description | take possession at once of all the property above of such property, the street and number conveyed, and convert the same into cash as soon where it was situated, and the name of and upon the best terms possible for the best inPeabody as trustee. It also disclosed the terest of our creditors." Held, that the assignees were not given discretionary power to sell on fact that the only incumbrance on the credit. property was the trust-deed to Peabody, 2. An assignment for the benefit of creditors, thus excluding the idea that the trust-deed which authorizes a sale by the assignees on credto Gallup was in force. Here was informa- it, in violation of the Texas assignment laws, is tion, accessible to the assignee in bank- not thereby rendered void. Cunningham v. Norruptcy when he was appointed, informa-ton, 125 U. S. 77, 8 Sup. Ct. Rep. 804, followed. tion which he was bound to take notice of, information equally accessible to the plaintiffs, being in a public record, which information referred the assignee and the plaintiffs to David R. Greene for full particulars as to the property in question, and the transactions in regard to the trust-deed. The petition in bankruptcy was filed 37 days before the sale of the property to Greene by Peabody as trustee. Moreover, in the petition of the plaintiffs, filed in the bankruptcy court October 5, 1878, 2 days before the sale by Peabody, and sworn to by the agent of the plaintiffs, the contents of the schedules in bankruptcy of Robertson are referred to, and it is stated that among the assets set forth in such schedules is the property in question, identifying it. This shows that information was actually had by such agent, at that time, of the facts before set forth as contained in one of such schedules, as to the particulars of the trust-deed to Peabody, and as to who was the holder of the note secured by it, and where he resided. That petition was filed more than nine months before the assignee in bankruptcy was appointed. lips, for plaintiffs in error. John Johns and D. A. McKnight, for defendants in error. LAMAR, J. This is an action of trespass, brought in the court below by Frederick Muller and Adolph Jacobs, assignees of the firm of Louis Goldsal & Co., of Denison, Tex., against Anthony B. Norton, the United States marshal for the northern district of Texas, and the sureties on his official bond, for levying upon and seizing, under certain attachment suits in that court, the goods, wares, and merchandise of said firm, which had been assigned to the plaintiffs. The plaintiffs, in their petition, set up the fact of the assignment by virtue of which they assert title to the property, reciting the main portions of the deed at length; set out the details of the various levies under the attachment suits; The rights of the plaintiffs must depend and prayed judgment for the amount and wholly upon such right of redemption as value of the goods levied on, which was alexisted in Robertson, and passed to his as-leged to be something over $34,000. Upon signee in bankruptcy, and from the latter demurrer to the petition, the court below to the plaintiffs. That being extinguished, held the deed of assignment null and void, no other right exists, and the plaintiffs and accordingly rendered a judgment in fahave no right to redeem through any sepa-vor of the defendants. 19 Fed. Rep. 719. rate title acquired under their judgment To reverse that judgment this writ of error against Robertson. They did not become, by the recovery of their judgment, or by anything done under it, the successors of Robertson in respect of any right of redemption, but they must follow and acquire their only title to such right through the assignee in bankruptcy. Moreover, whatever right to redeem they could have acquired by virtue of their judgment was waived by them by their petition of March 25, 1880, to the bankruptcy court, and by their procuring the property in question to be sold by the assignee in bankruptcy, and its proceeds to be applied on their judgment. At their own suggestion, the equity of redemption, which was sold by the assignee, was thus put beyond their reach. The result of these views is that the de-ually or as a firm, either real, personal, or cree of the circuit court must be reversed, and the case be remanded to that court, with a direction to enter a decree dismissing the bill, with costs. (132 U. S. 501) MULLER et al. v. NORTON et al.1 ASSIGNMENT FOR BENEFIT OF CREDITORS. is prosecuted. The deed of assignment was as follows: "Know all men by these presents, that we, Louis Goldsal and Benjamin Hassberg, doing business as merchants in Denison, Grayson county, Texas, under the firm name and style of 'Louis Goldsal & Co.,' for and in consideration of the sum of one dollar to us in hand paid by Fred. Muller and A. Jacobs, of same place, the receipt of which is hereby acknowledged, and for the further purposes and considerations hereinafter stated, have this day assigned, bargained, sold, and conveyed, and by these presents do assign, bargain, sell, and convey, unto the said Fred. Muller and A. Jacobs all the property of every kind owned by us, or either of us, individ mixed, said property consisting of our stock of merchandise situated in our place of business, known as 'Nos. 204 & 206, south side, Main street,' in Denison, Texas, being composed of dry goods, clothing, boots, shoes, hats, caps, trunks, valises, gents' fur. nishing goods, show-cases, book-accounts, &c., worth about twenty-seven thousand dollars, and all other property owned by us, or either of us, not herein mentioned, except such of our, or either of our, property as is exempt from execution by the laws of the state of Texas, and no other; to have 2 *506 *505 and to hold unto them, the said Fred. | over to the assignor the surplus after payMuller and A. Jacobs, their assigns and ing in full all the creditors who should acsuccessors, forever. This conveyance is cede to the deed. This court decided that made, however for the following purposes, the said clause did not affect the validity of to-wit: We, the said Louis Goldsal and the assignment, but was itself alone invalBenjamin Hassberg, doing business as idated by reason of its being in violation aforeaid under the firm name of 'Louis of the statute. The decision was based upon Goldsal & Co.,' are insolvent, being indebt- the general construction of the whole act, ed beyond what we, or either of us, are able taken together, in view of the main object to pay, and desire to secure a just and designed to be subserved by it, and of the deproper distribution of our, and each of our, cisions of the supreme court of Texas upon property among our creditors; and this many of its express provisions, in which assignment is made in trust to the said line of decisions the court indicated its full Fred. Muller and A. Jacobs for the benefit of concurrence. That policy the court declares such of our creditors only as will consent to have been the appropriation of the ento accept their proportional share of our tire estate of an insolvent debtor to the estate, and discharge us from their respect- payment of his debts, and, as a means ive claims; and for said purpose the said thereto, to favor assignments, and to give Fred. Muller and A. Jacobs are hereby au- them such construction that they may thorized and directed to take possession at stand rather than fall; that its manifest once of all the property above conveyed, purpose was to provide a mode by which and convert the same into cash as soon and an insolvent debtor, desiring to do so, may upon the best terms possible for the best in- make an assignment simple and yet effectterest of our creditors, and execute and de-ive to pass all his property to an assignee liver all necessary conveyances therefor to for the benefit of such of his creditors as the purchasers, and to collect such of the will accept a proportionate share of the claims due us, or either of us, as are col- said property, and discharge him from lectible, and to bring and prosecute such their claims; that it further manifests the suits therefor as may be necessary, and to intention to transfer to the assignee all the execute and deliver all proper receipts, re- property of the debtor for distribution leases, and discharges to our said debtors among all the creditors; that no act of the on the payment of said claims, and to do assignee or of the assignor after the assignand perform each and every act and thing ment is made, or preceding it, but in conwhatsoever requisite, necessary, and prop-templation of it, however fraudulent that er for them to do in and about the premises act may be, shall divest the right of the for the proper and lawful administration creditors to have the trust administered for of this trust in accordance with the law; their benefit, in accordance with the spirit and the said Fred. Muller and A. Jacobs of the statute; and that, therefore, the proshall pay the proceeds of our said property, vision reserving the surplus to the debtor according to law, to each of our creditors after payment of the debts to the consenting as shall legally consent to accept their pro- creditors, even though conceded to be not in portional share of our estates, property, conformity with the requirements of the and effects as aforesaid, and discharge us statute, and therefore itself void, does not from their respective claim, and no others, vitiate the assignment, or prevent its exehe first paying the expenses of administer-cution for the benefit of the creditors, as ing this trust, and a reasonable compensation to himself for his services." *The validity of the above deed, in view of matters apparent on its face, constitutes the only question for consideration. We think that question is determined by the principle laid down in Cunningham v. Norton, 125 U. S. 77, 8 Sup. Ct. Rep. 804, which reversed the judgment on the authority of which the one now under review was rendered by the court below. That case involved, as does this, the validity of an assignment under the Texas statute just referred to, which was sought to be set aside on account of a provision in the deed alleged to be not in conformity with that statute. The assignments in the two cases are very similar; the main difference being that the one in the Cunningham Case contains two provisions, neither of which occurs in the instrument under consideration. The first of these provisions reserves to the assignor the surplus of the property assigned after the payment of all the debts of the consenting creditors. The second expressly authorizes the assignee to sell such property on credit, according to his discretion. This last provision, however, was not called to the attention of the court in that case. The main contention was that the deed in controversy was rendered void by the clause directing the assignee to pay | provided in the statue. These principles apply with controlling force to the assignment in the case at bar. The ingenious argument of the counsel has failed to point out any distinguishing features in the two cases. The first ground upon which this deed is assailed is the following clause therein: "The said Fred. Muller and A. Jacobs are hereby authorized and directed to take possession at once of all the property above conveyed, and covert the same into cash as soon and upon the best terms possible for the best interest of our creditors," which language the court below, and the counsel for the defendants, claim is an authority to the assignee to sell upon credit. We do not think that such is à correct or fair interpretation of the clause, taking the whole instrument together, and construing it with reference to the purpose manifest in all its other provisions. A positive direction to "convert" the property assigned "into cash as soon and upon the best terms possible for the best interest of our creditors" can hardly be construed into a discretionary authority to sell on credit, without doing violence to the well-estaḥlished rule that the power to sell on credit will not be inferred from language susceptible of a different construction. Burrill, Assignm. § 224. But, even if we concede |