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plemental be known ?

Again it is said that the defendants must have known that
the position occupied by the plaintiflF was a diflScult one to
fill, for the reason that comparatively few persons could be
found who possessed the requisite skill and experience.
This is altogether conjecture. There is nothing in the find-
ing on the subject. But the counsel for the plaintiflF rely
very much in this part of the case upon the fact that the sec-



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648 FAIRFIELD COUNTY.

Perrj v, Simpson Waterproof Manf. Co*

retaiy was one of the " managing men" of the company, and
knew, the terms of the contract made by the president, and that
his knowledge was in contemplation of law the knowledge of
the defendants. I have already commented upon his anthor-
ity as a/^ managing man ;" but let us concede that he was a
general agent, and see how the case will stand upon this qnes-
tion. In addition to what I have already said, let me ask
again, what was the agent doing in the line of his agency
when he acquired knowledge of the original contract ? He
was making no contract with the plaintiff himself as agent
of the defendants. He simply declared in effect that the
president had authority to bind the defendants, which was
not true. What has agency to do with that ? Was he an
agent to make false declarations ? to state that J., Bj and C
had authority to bind the defendants, when they had none
whatsoever ? I think this will hardly be claimed. If it be
said that he was urging the plaintiff to sign the contract, the
answer is, that the contract was attempted to be executed by
another for the defendants. Did the defendants employ him
to urge parties to sign contracts made by unauthorized per-
sons in their behalf? I think this likewise will hardly be
claimed. What then was the agent doing in the line of his
agency ? It seems to me he was doing nothing whatsoever.
Unless he acquired knowledge of the contract while engaged
in the line of his agency, his knowledge is not in contempla
tion of law the knowledge of the defendants. The law upon
this subject is well stated in the case of Farmers^ ^ Citizewf
Bank v. Payne, 25 Conn., 444. Judge Storbs in that case
says : — ^^ The general rule on this subject is, that notice of a*
fact to an agent is notice to the principal if the agent has
knowledge of it while he is acting for the principal in the
course of the transaction which is in question. In all of tiie
cases where the question was whether the principal was to be
affected by the knowledge of his agent, the latter possessed
such knowledge while he was acting for the former. There
is none in which it has been held, or indeed claimed, that
such knowledge would have that effect while he was not so
engaged, nor can we conceive any good reason for the adop-



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PPRRUARY TERM, 1871. 649

Perry v. Simpson Waterproof Manf. Co.

tion of such a principle." In the case of Bank of the U.
States V. Davies^ 2 Hill, 451, Chief Justice Nelson sajs : —
" I agree that notice to a director, or knowledge derived bj
him, while not engaged officially in the business of the bank,
cannot and should not operate to the prejudice of the latter.
This is clear from the ground and reason upon which the
doctrine of notice to the principal through the agent rests.
The principal is chargeable with this knowledge, for the rea-
son that the agent is substituted in his place, and represents
him in the particular transaction ; and as this relation, strictly
speaking, exists only while the agent is acting in the business
thus delegated to him, it is proper to limit it to such occa-
sions." Angell & Ames (on Corporations, § 307,) say : —
" When however a director is not engaged in the business
of the bank, notice to him will not be deemed notice to the
bank." Many other authorities might be cited to the same
effect.

I have now considered the main points made by the
plaintiff''s counsel with regard to a ratification of the con-
tract by the defendants. There are other considerations
relied upon, but it seems to me they have very little
weight in view of the circumstances surrounding the defend-
ants during the time the plaintiff* was at work. They had
been negotiating a sale of their entire property for seven
weeks at least, when the plaintiff* appeared and commenced
work. At this time they must have been on the point of com-
pleting their contract of sale. They knew that their presi-
dent, secretary, and all their other officers were fully aware
of these facts. Now, what was there that would lead a man
of ordinary discernment to suppose that their president and
secretary had attempted to make a contract with the plaintiff"
for a term of years ? The plaintiff* was paid by the week,
indicating that he was hired by the week. Simpson, one of
the directors, and one of the " managing men" of the com-
pany, who tesided near the factory and attended daily to its
concerns, knew nothing of this extraordinary contract, but
supposed the plaintiff" was engaged temporarily by the week,
and assisted in paying him accordingly. I am therefore of



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87 566
68 185

62 ige



650 FAIRFIELD COUNTY.

• Hall V. G aylor.

the opinion that there is nothing in the finding of the court
which shows that the defendants ratified the contract made
by the president. I tnink a new trial should not be advised
in favor of either party.



Alvah Hall vs. Charles Gaylob.

The insolvent act (Gen. Stat., tit. 20, sec. 87,) provides that all conveyances
made by any person in foiling circumstances, with a view to insolvency, shall
as against creditors be deemed fraodalent and void, unless made for the benefit
of all the creditors. A manufacturing corporation was in fact insolvent, and
in this condition sold a quantity of cloths manufactured and in process of man-
ufacture to the plaintiff. At the time neither the plaintiff, nor the president
of the corporation, who acted as its agent in the sale, supposed it to be insolv-
ent. They knew it to be embarrassed and that an extension of credit must
be obtained to prevent a failure ; but they believed that the necessary accom-
modation could be obtained and the corporation enabled to go on. The prin-
cipal object of the plaintiff was to furnish the corporation with means to pay
a note then maturing on which he was endorser, and to assist the president,
who was his brother, in his financial management of the corporation. The
court below found that the conveyance was not made in view of insolvency,
nor with intent to prefer the plaintiff as a creditor. It also found that it was
made in good faith and in the regular course of business, unless the motives
above stated had the effect in law to destroy the good faith of the transaction
and make it a conveyance with an intent to prefer creditors within the mean-
ing of the. statute. Held — 1. That it was not to be inferred, as matter of
law, that the conveyance was made to prefer the plaintiff as a creditor. 2.
That as it was found that the conveyance was not made in view of insolvency
it could not be invalidated by the statute.

The cloths in process of manufacture were left by the plaintiff with the corpo-
ration to be finished, subject to a right to take them away at his pleasure.
Held that no title to these cloths passed to the plaintiff as against creditors.

Several weeks after the sale the cloths in qnestion were by order of the plaintiff
placed on boai^ a steamboat to be conveyed to the city of New York. Before
the steamboat left, the president of the company, without authority from the

I plaintiff, ordered them to be carried back to the mill, and they were so returned,
and inunediately after were attached by creditors of the corporation, and were
held under attachment until, soon after, the corporation went into insolvency.

t Held that the ordinal sale was completed and made valid by the subsequent
delivery on board the boat, and that the rights of the plaintiff could not be
affected by the acts of the company in re-taking the goods.)



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FEBRUARY TERM, 1871. 651

HaU r. Gaylor.

Trover, for a quantity of cloths ; brought to the Superior
Court in Fairfield County. The plainliflF claimed oinder a
purchase from the Mill River Woolen Manufacturing Com-
pany, a corporation ; the defendant had taken possession of
and claimed the property as trustee in insolvency of the same
company. The facts, which were found by a conmiittee, are
sufficiently stated in the opinion. The case was reserved
upon the facts for the advice of this court.

Child^ for the plaintiff.

Ourtid^ for the defendant.

Foster, J. Two questions, substantially, arise on the facts
found : —

1. Was the sale of the property in question fraudulent
and void, as being within the statutory prohibitions relating
to insolvent debtors ?

2. Was it fraudulent and void at common law, as against
attaching creditors, for want of delivery of possession ?

The statute (Revision of 1866, p. 422, §87,) provides
^^ that all conveyances and assignments of any lands, tene-
ments, goods, chattels, or choses in action, made directly or
indirectly by any person, persons, or corporation in failing
circumstances, with a view to insolvency, shall, as against
the creditors of the party making such conveyance or assign-
ment, be deemed and adjudged fraudulent and utterly void,
unless the same shall be made in writing for the benefit of
all said creditors," &c., Ac.

It appears from the finding, that at the time of this sale
the vendors, a corporation, were insolvent and in failing cir-
cumstances. Neither the president of the corporation, who
acted as the agent of the vendors in effecting the sale, nor
the plaintiff,^ who was the purchaser, knew or believed tlie
corporation to be insolvent. They knew it was embarrassed
for want of ready money to meet coming liabilities, and that
accommodation by way of extension of credit must be ob-
tained to prevent a failure ; but they believed that the neces-



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662 FAIRFIELD COUNTY.

Hall p. Gaylor.

sary accommodations could be obtained, and the corporation
could thus be enabled to continue'in business. As there was
a large amount of manufactured goods belonging to the cor-
poration for sale in the hands of commission merchants, this
belief was not without a show of i-eason. It is expressly
found that the sale was not made with a view to insolyency,
nor with an intent to prefer the plaintiff as a creditor, each
party to the sale believing in the ability of the corporation to
pay, and that, ultimately, it would pay its debts in fidl. The
principal motives which induced the plaintiff to make the
pmrchase, were to furnish the corporation with the means to
pay a note of theirs, which was then about to mature, on
which he was indorser ; and to assist his brother, who was
the president and financial agent of the corporation. The
avails of the purchase were agreed to be used, and were in
fact used, in payment of the note referred to, and so the plain-
tiff was relieved from his liability on the same.

The finding further is, that this conveyance was made in
good faith, and in the regular course of business, unless the
motives which induced the purchase as stated above, and the
fact that the payment of the note operated to tbe advantage
of the plaintiff over other creditors, by making any extension
of credit in respect to that debt unnecessary, should, in law,
have the effect to destroy the good faith of the transaction,
and make the conveyance one with an intent to prefer cred-
itors within the meaning of the statute.

We think this sale was not invalidated by the statute.
True, the vendors were insolvent and in failing circumstances,
but that is not enough ; the sale must have been made with
a view to insolvency, and that it was not is expressly found.
Neither of the parties had insolvency in view ; both believed
the corporation able to pay, and that it would pay its debts
in full. It is by no means rare that men deeply insolvent,
hopelessly so in the judgment of everybody but themselves,
are possessed with a delusion that tliey have ample means to
pay their debts, and that all they lack is a short extension
of time.

It was not, apparently, without reason that the belief was



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FEBRUARY TERM, 1871. 553

Hatt V. Qajlor.

entertained that this corporation, though embarrassed, might
go on. However that may be, we must take tlie fact as it is
found, that this sale was not made with a view to insolvency,
and is not, therefore, affected by this section of the statute.

Nor, on the facts found, does the law destroy the good
faith of the transaction, and pronounce the conveyance one
with an intent to prefer creditors within the meaning of the
statute, and therefore void. Among the cases which sustain
this conveyance we refer to Quinebaug Bank v. Brewster^ 30
Conn., 659 ; Orotwell v. Allis^ 25 Conn., 301 ; UUey v. Smith,
24 Conn., 290. The case of Bloodgood v. Beecher, 35 Conn.,
469, goes beyond the exigencies of this case.

2. On the second question, we think that, as to that por-
tion of the cloths which were left by the purchaser in the
mill, under the circumstances described, no title passed by
this sale as against subsequent attaching creditors. There
was no such delivery to the vendee as the law requires, and
no excuse which the law recognizes as sufficient for the reten-
tion of possession by the vendors.

This principle has been too often decided, in cases recent
and remote, to be considered ian open question. In the lan-
guage of Butler, J.^ in giving the opinion of the court in
Norton v. DoolitUej 82 Conn., 410, " The policy which dictates
it, and the prevention at which it aims, require its rigid ap-
plication to every case where there has not been an actual,
visible, and continued change of possession." The reason
assigned for the retention of the possession, that the cloths
might be finished, though a proper one for consideration, can-
not be pronounced legally sufficient. The case of Carter v.
Watkins, 14 Conn., 240, was an action of trespass for a lot
of ox-horns, purchased by the plaintiffs, and allowed to re-
main in the hands of the vendor to be manufactured into
combs. The defendant, a deputy sheriff, took them on certain
writs of attachment afterwards issued against the vendor.
After verdict for the defendant, the plaintiffs moved for a
new trial, and claimed that the jury should have been in-
structed that the facts proved, being in substance that they
paid an adequate price, and that the horns were left to be

Vol. xxxvn. — 70



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654 FAIRFIELD COUNTY.

Hall r. Gkylor.

manufactured, repelled in law the presumption of fraud aiis-
ing from the continuance of possession by the vendor. Judge
Stores, who gave the opinion of the court, after i-emarking
that these circumstances were undoubtedly proper to be taken
into consideration by the jury, says, (p. 244,) " But that
they would have the legal eflfect of removing the presumption
of a fraudulent intent, raised by the continuance of the pos-
session of the property in the hands of the vendor aft^r the
sale, or tliat they furnished an explanation which tlie law
would pronoimce satisfactory of such continuance of posses-
sion, cannot be maintained."

These views, in the correctness of which we entirely concur,
must be decisive of this point in the case.

The sale however was good as between the parties, and
some weeks after, before any action had been taken by third
persons, most of these goods were taken from the mill and
placed on board a steamboat at Stamford, by order of the
purchaser, to be conveyed to him at New York. The presi*
dent of the corporation, without authority from the purchaser,
ordered them back to the mill. Most of them wer3 taken
back, and were the next day attached by the creditors of the
corporation, and were held by the officer till the corporation
a few days after made an assignment in insolvency.
Y Now, although the original sale of the goods left in the
mill was fraudulent and void in law as to attaching creditors,
it was completed and made valid by the subsequent delivery
on board the boat of all which were so delivered, prior to any
attachment. The agent of the company ordered them back,
and a portion came back, but that fact cannot affect the rights
of the plaintiff. His title was complete and perfect by the
delivery on board the boat ; as between the parties it was so
from the first, and no act of the vendors, or any oflBcer of
theirs, any more than that of a mere stranger and wrong-
doer, could divest or prejudice that title^ The plaintiff there-
fore has a right to recover for the value of the goods taken
back to the mill from the boat, as they were on the 28d of
May, 1867. Deducting the cost of finishing the goods, and
deducting $313.50 which is found to be the value of the



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FEBRUARY TERM, 1871. 656

Cameron v. Peck.

goods which remained in the mill, and were never delivered
so as to vest any title against attaching creditoi-s, the sum of
$1,731.84 is found • to be the value of the goods belonging to
the plaintiflf at the time they came into the hands of the de-
fendant.

We advise the Superior Court to render judgment for the
plaintiff to recover this sum, $1,731.84, of the defendant, with
interest from the 1st of February, 1868, to the date of the
judgment. We fix on the 1st of February as the time of the
conversion, as the defendant at that time received the fair
value of the property on a sale made for cash.

In this opinion the other judges concurred.



^••■»



Alexander J. Cameron and another vb. Zalmon Peck.

The plaintiffs sued for goods sold and offered in evidence a writted order for tbe
same signed by the defendant. The defendant admitted that he signed the
order, but offered evidence to show that he signed it on Sunday, between the
rising and setting of the sun, and at the same time delivered it to one B, who
was found bj the jury to be his agent. The order bore the date of a week
day, and the plaintifis when they received it and delivered the goods under it
did not know that it was signed on Sunday. The court charged the jury that
all contracts made on Sunday between the rising and setting of the sun were
by statute void ; that it requthxl two parties to make a contract ; and that if
they should find upon all the evidence that thb was a contract made on Sun-
day it was void. The jury returned a verdict for the plaintiffs. Held that
there was no groand for granting the defendant a new trial.

The plaintiffs, to prove the contents of a letter written by them to the defendant,
the original of which the defendant denied having in his possession, offered in
evidence a copy of an impression of the original letter made by a copy-press
in a letter book kept by the plaintiffs, one of the plaintifis testifying that ho
knew the copy offered to be an exact copy of the original letter. Held that
the copy so offered was admissible.

AssuMPsrr for goods sold ; brought to the Superior Court
in Fairfield County, and tried to the jury, on the general



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656 FAIRFIELD COUNTY.

Cameron v. Peck.

issue, before Orangery J. Verdict for the plaintiffs, and mo-
tion for a new trial for error in the rulings and charge of the
court. The case is sufficiently stated in the opinion.

SturgeSy in support of the motion. /

; Beardsley, contra.

Poster, J. There are no grounds for disturbing the ver-
dict and granting a new trial in this case.

The charge of the judge, so far as the order or paper de-
scribed in the motion is concerned, gives the defendant no
reasonable cause of complaint. He insisted that he signed
it and delivered it to Beecher on Sunday, and that so the
agreement contained in it was void and of no effect as to
him ; and that the jury should have been so instructed, if
they so found the facts. The paper bore the date of a secu-
lar day, and it was admitted that the plaintiffs had no knowl-
edge that it was executed on Sunday, if it was so executed.
It was* not received by them on Sunday, nor did the plaintiffs
deliver any goods under it on that day. They offered evi-
dence tending to prove that it was executed on a secular da^
Whether the paper was intended to be addressed to the
plaintiff!, or to Beecher, seems to have been a matter in con-
troversy.

The court charged the jury that all contracts made on Sun-
day between the rising and setting of the sun were by statute
void ; that it required two parties to make a contract ; and
that if they should find, under all the facts proved and ad-
mitted, that this was a contract made on Sunday, it was void
in law.

This instruction was unexceptionable and apposite to this
part of the case.

We do not regard this paper or order as a contract on
which, directly or remotely, the plaintiffs must rest their right
to recover. It is an incident, a piece of testimony, entitled
to such weight as the jury should think proper to give it, and
no more, in determining whether or not tiie defendant was



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PEBRUAEY TERM, 1871. 65T

Cameron v. Peck.

liable for the goods which the plaintiffs claimed they had sold
and delivered to him. Onr statute no doubt makes void all
contracts entered into on Sunday, and we should not know-
ingly give countenance to an opposite doctrine. Whatever
the defendant may claim to have done, it does not appear
that the plaintiflFs had in any respect violated the provisions
of this statute ; and while we must commend the zeal of the
defendant to preserve the sanctity of the Sabbath, we cannot
but hope that he will hereafter manifest tliat zeal, not by
words only, but also by deeds.

The controlling question in the case seems to have been,
whether Beecher was the agent of the defendant to such an
extent as to pledge his credit, and make him responsible for
the goods bought of the plaintiffs. On this point the charge
was that unless the jury should find that Beecher was the
agent of the defendant, the plaintiflFs could not recover. This
was explicit, and certainly suflSciently favorable to the de-
fendant.

The remaining question is as to the admissibility in evi-
dence of a copy of a letter said to have been written by Uie
plaintiflls to the defendant.

The plaintiflFs oflFered to prove that on the 13th of March,
1868, a letter was written by them addressed to the defend-
ant, in which was enclosed a statement of their account
against him, which statement, it was admitted, the defendant
had previously requested the plainti& to forward him by mail.
It must be presumed that the defendant was notified to pro-
duce this letter, though the motion does not state the fact.
It does state however that to prove the contents of the letter,
the defendant claiming that the original was not in his pos-
session, the plaintiflFs oflFered a writing which A. J. Cameron,
one of the plaintiflBs, swore was a true copy of the original
letter forwarded by mail to the defendant enclosing a state-
ment of their account. On cross-examination the witness
testified that the copy oflfered in evidence was copied from
the plaintiflfe' letter book, which contained an impression of
the original, made at the time it was written, by the copy-
press process, and that he knew this to be an exact copy of



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558 FAIRFIELD COUNTY.

Cameron r. Peck.

tlie original letter. The defendant objected to the admission
of the copy in evidence, solely on the ground that it was a
copy of a copy, but the court admitted it

This objection is purely technical, and may be considered
therefore on technical grounds.

In tlie argument before us the defendant's counsel assume
that the machine copy was in the possession and so in the
power of the plaintiffs. Such may have been the fact, but
the motion is silent on the subject. For aught that appears
the letter book, containing this machine copy, was not in ex-
istence. Nor does the motion disclose when the copy offered
in evidence was made. It may have been made at the same
time that the machine copy was made, and if so it would
clearly be admissible as one of two duplicate copies. But if
made afterwards, as most probably it was, we still think it
was admissible. The sole objection to its admissibility, it
must be borne in mind, is, that it was a copy of a copy. The
ground of the objection supposes the original to be lost, or
out of reach of the plaintiff. If that were not so, the objec-



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