If before or after the maturity of an instrument an indorser has received full security, for the amount thereof, or the maker has assigned all his estate to him as such security, presentment and notice to him are excused.

Delay in presentment, or in giving notice of dishonor, is excused when caused by circumstances which the party delaying could not have avoided by the exercise of reasonable care and diligence.

A waiver of presentment waives notice of dishonor also; but a waiver of notice does not waive presentment.

A waiver of protest on any negotiable instrument, other than a foreign bill of exchange, waives presentment and notice.

CHAPTER XL.

PRINCIPAL AND AGENT.

An agent is one who represents another, called the principal, in dealings with third persons.

Any person having capacity to contract, may appoint an agent, and any person may be an agent.

An agent for a particular act or transaction is called a special agent. All others are general agents.

Any agent, unless specially forbidden by his principal to do so, can delegate his powers to another person in any of the following cases, and in no others:

1. When the act to be done is purely mechanical.

2. When it is such as the agent cannot himself, and the sub-agent can, lawfully perform.

3. When it is the usage of the place to delegate such powers. 4. When such delegation is specially authorized by the principal.

If an agent employs a sub-agent without authority, the former is a principal and the latter his agent, and the principal of the former has no connection with the latter.

A sub-agent, lawfully appointed, represents the principal in like manner with the original agent; and the original agent is not responsible to third persons for the acts of the sub-agent.

CHAPTER XLI.

FRAUDULENT INSTRUMENTS AND TRANSFERS, ETC.

Every transfer of property or change thereon made, every obligation incurred, and every judicial proceeding taken, with intent to delay or defraud any creditor or other person of his demands, is void against all creditors of the debtor and their successors in interest, and against any person upon whom the estate of the debtor devolves, in trust for the benefit of others than the debtor.

Every transfer of personal property (other than a thing in action, or a ship or cargo at sea, or in a foreign port, and every lien thereon, other than a mortgage, when allowed by law and a contract of bottomry or respondentia) is conclusively presumed-if made by a person having at the time the possession or control of the property, and not accompanied by an immediate delivery, and followed by an actual and continued change of possession of the things transferred-to be fraudulent, and therefore void, against those who are his creditors while he remains in possession, and the successors in interest of such creditors, and against any person on whom the estate devolves in trust for the benefit of others than himself, and against purchasers or incumbrancers in good faith subsequent to the transfer.

Fraudulent Representations.

Every person who knowingly and designedly, by false or fraudulent representation or pretenses, defrauds any other person of money or property, or who causes or procures others to report falsely of his wealth or mercantile character, and by thus imposing upon any person obtains credit, and thereby fraudulently gets into possession of money or property, is punishable in the same manner and to the same extent as for larceny of the money or property so obtained.

CHAPTER XLII.

ASSIGNMENTS FOR THE BENEFIT OF
CREDITORS.

An insolvent debtor may in good faith execute an assignment of property in trust for the satisfaction of his creditors. Every such assignment shall contain a list of the names of the creditors of the assignor, and their places of residence and amounts of their respective demands, and shall be made to the Sheriff of the county, or city and county, wherein the assignor resides, if the assignor resides within this State, or in case the assignor resides out of this State, then to the Sheriff of the county or city and county wherein the property assigned or some of it is situated; but when the assignor resides out of the State, an assignment made as herein provided may by its terms transfer any property of the assignor in this State. The Sheriff shall forthwith take possession of all property so assigned to him. When the assignment has been made the Sheriff shall immediately, by mail, notify the creditors named in the assignment at their places of residence as given therein, to meet at his office on a day and hour to be appointed by him, of not less than eight nor more than ten days from the date of the delivery of the assignment to him, for the purpose of electing one or more assignees, as they may determine, in the place and stead of the said Sheriff in the premises, and shall also publish a notice of such meeting and the purpose thereof at least once before such meeting, in some newspaper published in his county, or city and county. The notice so to be mailed shall also contain a statement of the amount of the demand of the creditor as set forth in the assignment, and if any creditor shall not find such amount to be correctly so stated, he may file with said Sheriff, at or before such meeting, a statement under oath of his demand, and such statement shall, for the purpose of voting as hereinafter provided, be accepted by said

Sheriff as correct, and when no such statement is filed, the statement of amount as set forth in the assignment shall be accepted by the Sheriff as correct. At such meeting the Sheriff shall preside, and a majority in amount of demands present or represented by proxy shall control all questions and decisions. The creditors may adjourn such meeting from time to time, and may vote on all questions, either in person or by proxy signed and acknowledged before any officer authorized to take acknowledgments, and filed with the Sheriff. At such meeting or any adjournment thereof, the creditors may elect one or more assignees from their own number in the place and stead of the Sheriff, and the person or persons so elected shall afterwards be the assignee or assignees, and the Sheriff, by transfer in writing acknowledged, shall at once assign to such elected assignee or assignees, all the property so assigned to him, and deliver possession thereof. All recitals in such assignment by said Sheriff of notices of such meeting and the holding thereof, and of the due election of such assignee or assignees, shall be prima facie proof of the facts recited. The Sheriff shall, before the delivery of such assignment, be paid the expenses incurred by him, and fees in such amount as would by law be collectible, if the property assigned had been levied upon and safely kept under attachment. Thereupon, and after the record of such last-named assignment, such elected assignee or assigness shall take and hold and dispose of all such property and its proceeds.

An assignment for the benefit of creditors must be in writing, subscribed by the assignor, or by his agent thereto authorized in writing, and the transfer by the Sheriff must also be in writing, subscribed by the Sheriff in his official capacity. Both such assignment and such transfer must be acknowledged and be recorded.

Within twenty days after an assignment is made, an inventory must be filed, duly sworn to, by the assignor. If the assignor neglects or refuses to make and file such inventory and affidavit within said twenty days, the assignment shall not, for that reason, be affected in any way, but in that event the

assignee or assignees elected by the creditors shall, within twenty days thereafter, make and file in the office of the County Recorder where the assignment is first recorded, a verified inventory of all assets received by them; and such assignee or assignees may at any time, or from time to time, after the transfer to them by the Sheriff, by petition to the Superior Court of the county, or city and county, where the assignment is first recorded, cause the assignor, by order or citation, to appear before said Court, or a commissioner or referee to be appointed by it, at a time and place within the county, or city and county, to be designated in the order or citation, to be examined touching the matter of the inventory relative to the assignment, and to have with him all books of account, vouchers, and papers relating to the assigned property, and such. Court may by its order require the surrender to such assignee or assignees of such books, vouchers, and papers, to be by them retained until their trust is fully completed and performed.

An assignment for the benefit of creditors is void against creditors of the assignor, and against purchasers and incumbrancers in good faith and for value, unless it is duly recorded, and unless either the inventory required by the assignor, or the inventory required of the assignee or assignees is filed within the time designated above.

No bond shall be given by the Sheriff, but he shall be liable on his official bond for the care and custody of the property while in his possession. Within forty days after date of the transfer by the Sheriff, the assignee must enter into a bond to the people of this State in such amount as may be fixed by a Judge of the Superior Court of the county, or city and county, in which an inventory in accordance with the provisions of this title is filed, with sufficient sureties to be approved by such Judge, and conditioned for the faithful discharge of the trust and the due accounting for all moneys received by the assignee, which bond must be filed in the same office with the inventory; and any assignee failing to comply with the provisions of this section may be removed by the above named Superior Court on petition of the assignor or any creditor, and his successor appointed by such Court.