[216] protects the interest of the deceased partner's | Edwin Hoyt, called Edwin Hoyt, Jr., in the Hooley v. Gieve, N. Y. Ct. App. 9 Abb. N. C. 8, 26; West v. Skip, 1 Ves. Jr. 239; Ex parte Rowlandson, 2 Ves. & B. 172; Viner v. Cadell, 3 Esp. 90; Stocken v. Dawson, 9 Beav. 239; Flockton v. Bunning, L.R. 8 Ch. App. 324, note. Where a fund exists and has been ascertained as to value, and is payable out of specific property in the hands of solvent parties to a party entitled to such payment in preference to all other persons, such specific property may be followed into the hands of any person except a bona fide purchaser, or a party who has acquired a specific lien by the levy of an execution or attachment. 2 Story, Eq. S 1258; Perry, Trusts, & 829; Hill, Trustees, 222; Piatt v. Oliver, 3 McLean, 27; Oliver v. Piatt, 44 U. S. 3 How. 333 (11: 622); National Bank v. Ins. Co. 104 U. S. 54 (26: 693). Messrs. Benj. F. Thurston and C. Frank Parkhurst, for appellees: Where a contract is made in good faith with a lunatic, for a full and fair consideration, and has been executed without knowledge of the insanity, such contract will be sustained. Such contract cannot be rescinded by the lunatic or his representatives, unless the parties can be placed in statu quo. Gribben v. Maxwell, 34 Kan. 8; Scanlan v. Cobb, 85 Ill. 296; Ashcraft v. DeArmond, 44 Iowa, 229; Freed v. Brown, 55 Ind. 310; Eaton N. Eaton, 37 N. J. L. 108; Yauger v. Skinner, 14 N. J. Eq. 389; Mutthiessen v. McMahon, 38 N. J. L. 542; Elliot v. Ince, 7 DeG. M. & G. 475; Price v. Berrington, 7 Eng. Law. & Eq. 254; Niell v. Morley, 9 Ves. 478; Beavan v. McDonnell, 9 Exch. 309; Molton v. Camroux, 2 Exch. 486; Bank v. Moore, 78 Pa. 407; Young v. Stevens, 48 N. H. 133; Carr v. Holliday, 5 Ired. Eq. 167; Beals v. See, 10 Pa. 56; Dane v. Kirkwall, 8 C. & P. 679; Mut. L. Ins. Co v. Hunt, 79 N. Y. 541; Rusk v. Fenton, 14 Bush (Ky.) 490. The fact that the complainant was a nonresident minor, whose property in Rhode Island was under guardianship, in accordance with the laws of Rhode Island, is nowhere disputed. The validity of the appointment of a guardian under those laws, and the power of such guardian over the disposition of the ward's property in Rhode Island, has been fully settled in the cases of Hoyt v. Sprague and Francklyn v. Sprague, 103 U. S. 613-637 (26: 585-595). Mr. Justice Bradley delivered the opinion of the court: All the essential facts on which this case is based are the same as those involved in the cases of Hoyt v. Sprague, and Francklyn v. Sprague, reported in 103 U. S. 613 [26: 585]. The evidence used in those cases was imported into this by agreement of the parties, and only one new feature has been added: this is the mental incapacity of the present complainant, The brothers, Amasa and William Sprague the elder, were engaged as manufacturers in Rhode Island under the firm of A. & W. Sprague, for many years prior to December, 1843, when Amasa Sprague died, leaving a widow, Fanny Sprague, two sons, Amasa and William the younger, and two or three daughters. William, the survivor, with the consent of his brother's widow, who became administratrix of his estate, continued the business under the same partnership name, for the joint benefit of himself and his brother's family, until October, 1856, when he died, leaving a widow, Mary Sprague, a son, Byron Sprague, and four grandchildren, being the children of a deceased daughter, Susan S. Hoyt, wife of Edwin Hoyt, of New York. This daughter had died in October, 1853, and her children [217] were Sarah Hoyt, Susan S. Hoyt, born October, 1845, William S. Hoyt, born January 1, 1847, and Edwin Hoyt, the complainant, born July 16, 1849. Shortly prior to the death of William Sprague the elder, he had taken into the firm as partners with him, his son Byron, and his two nephews, Amasa and William Sprague the younger; so that at the death of William Sprague, in October, 1856, these young men were the surviving partners of the firm. By the enterprise of William Sprague, the property of the joint concern had greatly accumulated, being estimated at the time of his death at several millions of dollars. widow, Mary, took out letters of administration on his estate; and, on the petition of her son-in-law, Edwin Hoyt, she was appointed guardian of the property and estate, in Rhode Island, of each of her grandchildren, who were the children of the said Edwin Hoyt, and all under fourteen years of age. This was done in February, 1857. His The parties then interested in the joint property of A. & W. Sprague were the two families of Amasa and William Sprague the elder in equal parts; that of the former being represented by Fanny Sprague, widow and administratrix, and her two sons Amasa and William (who had purchased the interest of their sis ters); and that of the latter being represented by Mary Sprague, widow and administratrix, her son Byron, and her four grandchildren, the Hoyts, whose interests were represented by her as guardian of their property and estate. This made the property divisible into six equal shares: each widow being entitled to one third [219] on the 9th of March, 1863, passed a Resolution, of her husband's part, and the two sons of Soon after this, two charters were obtained from the Legislature of Rhode Island, for the purpose of vesting the property of the concern in corporate bodies, one to be called the A. & W. Sprague Manufacturing Company, and the other the Quidnick Company. In January, 1863, Mary Sprague, as guardian of the estate of her four minor grandchildren, together with their father, Edwin Hoyt, presented a petition to the Legislature of Rhode Island, representing that they deemed it advisable and expedient that the interests of the said minors should be vested in such corporation or corporations as should be organized under and in accordance with the charters granted as aforesaid, and praying as follows: "Wherefore, your petitioners pray that whenever any corporation or corporations shall be organized under either or any of the charters aforesaid, and conveyance or conveyances shall become necessary to vest the title of the parties interested in any of said property in any such corporation or corporations, upon the execution by said Mary and Edwin as principals of every such bond or bonds in such penal sum or sums, and with such sureties, as the Court of Probate of Warwick shall require, conditioned for the investment of the amount of the full value of the interests hereinafter prayed to be conveyed in the capital stock of any such corporation or corporations to which such interests shall be conveyed as hereinafter prayed, in the names and for the use and benefit of said minors; and on the delivery of such bond or bonds to said court of probate, the said Mary in her capacity as guardian may make, execute, seal, acknowledge, stamp, and deliver all and any such conveyance and conveyances to any such corporation or corporations as shall be necessary to vest the title of the said minors in and to said property in any such corporation or corporations; and that any such conveyance or conveyances, so executed, acknowledged, stamped, and delivered, shall be deemed and held as valid and effectual in law and equity to vest the title of said minors in any such corporation or corporations as though the same were executed, acknowledged, and delivered by said minors after attaining their majority; and as in duty bound will ever pray. This legislative Act was adjudged by this court, in the cases of Hoyt and Francklyn v. Sprague, before mentioned, to be valid and effective to authorize Mary Sprague, as guardian of the estate of the four minors, to convey their interests in the A. & W. Sprague property to the corporations named. The terms of the Act were duly complied with, and by an agreement executed on the first of April, 1865, by and between all the parties interested in the property, in their various capacities, including Edwin Hoyt, as father of the four minor children, and Mary Sprague, as the guardian of their estate, and as administratrix of her husband's estate, referees were ap pointed to appraise the entire property and to report the amount of each one's interest therein, with a view to adjust the several shares of capital stock in the corporations to be formed to which each would be entitled. This duty was performed by the referees, who brought the accounts down to the 31st day of March, 1865, and reported that on that day the cash value of the whole property and assets, exclusive of the Quidnick Company property (which was appraised by itself in consequence of outIn pursuance of this petition, the Legislature, | side parties having some interest therein), was MARY SPRAGUE, Guardian. EDWIN HOYT.' [221] $6,782,906.69, and that the liabilities amounted | being expressly understood that this convey- Mary Sprague's individual interest William Sprague's interest.. $624,984 69 Amasa Sprague's interest. The stock of the A. & W. Sprague Manufact- The Quidnick property was valued at $776,065, and divided into 5000 shares, of which 489 shares were allotted to Mary Sprague as guardian of her grandchildren, including their portion of the shares allotted to her as administratrix, being 122 shares to each. A similar deed of conveyance was made to the Quidnick Company (corporation) for the Quidnick property and assets. Thereupon, after adjusting the fractional shares, each party was credited, on the stock ledgers of the respective companies, with the shares to which they were severally entitled, the Hoyt children being each credited with 439 shares of the A. & W. Sprague Manufacturing Company, and 122 shares of the Quidnick Company. In June, 1866, Mary Sprague, as guardian of 124 shares National Bank of Com- 1 U. 2 N. Y. Prov. & Boston R. R. Dividend due from A. & W. 6,824 00 1,900 00 176,707 82 18,935 98 387 44 $204,363 74 47,083 34 $251,447 08 Mary Sprague, in her answer states that the bank stock and bonds had been purchased by her, before the organization of the corporations, with moneys drawn by her from time to time, as guardian, from the firm of A. & W. Sprague. The dividend of $47,083.34, "due from A. & W. Sprague, as cash, March 31, 1865," was one fourth of the sum of $188,333.33 allowed to the Hoyt children, as before stated. At the same time, Mary Sprague presented her account, as guardian, with each of her wards, based on the appraisement, notice of such presentation having been duly published in pursuance of a previous order; and the accounts were severally allowed on the same 13th of August, 1866. The precise interests of the parties having thus been ascertained, in August, 1865, Mary Sprague, as guardian of the Hoyt children, applied to the Probate Court of Warwick (the proper jurisdiction) for an order to authorize her, in pursuance of the Act of Assembly, to convey to the respective corporations the interest of her wards in the properties of the firm of A. & W. Sprague, and of the Quidnick Company, in exchange for the shares to which they were entitled by the report of the referees. On [222] the 5th of August, 1865, an order was made accordingly; and on the 9th of August, 1865, an instrument was executed by all the parties, including Mary Sprague, as guardian of the Hoyt After these proceedings were had, Mary Hoyt children, by which, after reciting the powers resigned her guardianship, which resignation given to her by the Act of Assembly and the was accepted by the court; and on the applica order of the probate court, they conveyed and tion of Edwin Hoyt, the father, stating that it transferred to the A. & W. Sprague Manufact- was the desire of his three younger children, uring Company all their respective right, title Susan S. Hoyt, William S. Hoyt, and Edwin and interest in the entire property of A. & W. Hoyt, Jr., that William Sprague should be apSprague, except the Quidnick property, includ-pointed guardian of their estate in Rhode Is ing all the right, title and interest of said mi- land (Sarah having become of age), the ap nors, with the following stipulation, to wit: "It pointment was made as requested, and William [223] Sprague, as guardian of the estate of the three | wards married Charles G. Francklyn, receive younger children, on the 1st of September, 1866, gave the requisite bonds, and filed an inventory in each case, the same as had been presented and filed by Mary Sprague, with the addition of a further dividend made by the corporations on the 1st of September, less amounts [224] paid for the benefit of the wards repectively. The account in the case of Edwin Hoyt, Jr., the complainant in this case, duly verified by appraisers, and by the oath of William Sprague, guardian, was as follows, to wit: Dividends due from Quidnick Co. No real estate. $6,324 00 1,900 00 from her guardian, William Sprague, the stocks and bonds mentioned in his inventory of her estate before referred to (except the shares in the A. & W. Sprague Manufacturing Company, which were probably deemed worthless); and William S. Hoyt received the stocks and bonds mentioned in the like inventory of his estate. It is also to be inferred from the pleadings and evidence that Edwin Hoyt, Jr., the complainant, at the same time received the stocks and bonds mentioned in the like inventory of his estate. The bill admits that William Sprague, the guardian, delivered to the complainant (Edwin Hoyt, Jr.,) "123 shares in the Quidnick Company, and certain other shares of stock," to which he informed the said Francklyn and William S. Hoyt the said Edwin was entitled. It also appears that, the 9th of December, 1873, Edwin Hoyt, Jr., by an instrument executed by him, sold and assigned his Quidnick Company stock (122 shares) to said Charles G. Francklyn, for the sum of $34,000; 47,083 34 and on the same day executed a power of attorney to his father, Edwin Hoyt, to transfer the same. Both of these instruments were acknowl edged by said Edwin Hoyt, Jr.. before a commissioner for the State of Rhode Island, in the City of New York. A week previously to this; namely, on the first of December, 1873, William S. Hoyt went to Providence to get the various stocks transferred by the guardian to the parties for whom they were held, but, not finding him there, wrote him the following letter, to wit: 176,707 82 3,605 40 1,220 00 $255,885 04 At this time Edwin Hoyt, Jr., the now complainant, was seventeen years of age, Susan nearly twenty-one, and William S., nineteen. The record shows various accounts rendered to Susan and William after they became of age, and various amounts paid them. Whether any further sums were advanced on Edwin's account beyond the $2,979.60 charged in the inventory does not appear. He lived with his father in New York, who was a member of the firm of Hoyt, Sprague & Co., a firm intimately connected with the Rhode Island Companies, and may have had no occasion for advances on account of his interest. In the fall of 1873 the A. & W. Sprague Manufacturing Company became embarrassed and suspended payment, and on the first of November, 1873, the said Company, together with Amasa and William Sprague, and the said Fanny and Mary Sprague, made an assignment to Zachariah Chafee, of all the property, real and personal, of said Company and of the said parties individually, and of the firm of A. & W. Sprague (excepting shares of capital stock in any corporation) in trust for the benefit of such creditors as should accept, in payment of their debts, the notes of the Company payable in three years from January 1, 1874, with interest. Subsequently, on the 6th of April, 1874, a further assignment was made by said A. & W. Sprague and the A. & W Sprague Manufacturing Company, to said Chafee, of all of said property, in trust, first, for the benefit of such creditors as should come in and take said notes in payment of their debts: and secondly, the residue for the benefit of all other creditors of said parties. "PROVIDENCE, Dcc. 1, 1873. [226] "Hon. WILLIAM SPRAGUE: "DEAR SIR: I come here to get you to transfer to the respective owners the Quidnick and bank stock which you hold as guardian for my sister, brother, and me; but, as you are absent, I leave with Mr. Greene the power appointing me attorney for my brother and sister, and enclose power appointing Mr. Greene attorney to make the necessary transfer, which please execute, and send to him by return mail. "Yours Truly, W. S. HOYT." From these statements and proofs it is not only fairly to be inferred that the complainant actually received the bonds and stocks held for him by his guardian, William Sprague, but that his father and the said Charles G. Francklyn and William S. Hoyt his brother-in-law and brother, who now appear as his committee in this suit, dealt with him as a person capable of transacting business as late as December, 1873. Indeed, in view of the decision of this court in the cases of Hoyt v. Sprague and Francklyn v. Sprague, 103 U. S. 613 [supra], the appellant, by his said committee, does not claim, before this court, anything but his one fourth part of the sum of $188,333.33, which was allowed to the Hoyt children by way of compensation for the amounts drawn out of the concern by the Rhode Island families for their family expenses. The contention is (and that is the matter now presented for consideration), that this sum was never converted into the stock of the Corporation, but remained a lien on the partnership property, and followed it as In December, 1873, Susan 8. Hoyt, who such in the hands of the Corporation with pri came of age in October, 1866, and who after-ority over all other claims against it, except the Now, can it be justly contended that these debts due to the several partners, when they became the assumed debts of the Corporation, continued to be liens upon the property, as they had been when it was partnership property? We think not. This would have been subversive of the whole plan. The relation of the parties to the property was entirely changed Their lien as partners, as well as their character of partners, was extinguished. A conveyance or release of property by one who has a lien on it, necessarily extinguishes the lien. Mary Sprague, as administratrix and guardian, after conveying to the Corporation ail her interest and the interest of her wards in the property, parted with all right in it, and accepted in lieu of it shares for her aliquot part in the body of it, and the assumption and engagement of the Corporation to pay the balance due to her on the accounts. Having conveyed and parted with the property by virtue of an authority conferred by law, her lien upon it was gone; and those who claim through and under her cannot set up any such lien. It cannot be said that she sacrificed the interests of her wards by retaining the claim as a debt instead of taking stock for it, as she might have done; because a debt always has priorty over capital stock, and is a more favored claim in the law. debts of the firm then due and owing. Can this proposition be maintained? There is no doubt that in 1865, before the property of A. & W. Sprague was conveyed to the Corporation, Mary Sprague, as administratrix of her husband's estate, had a lien on the partnership property (subject to the debts then due) for the whole amount of her interest therein; and it was then in her power, had she thought fit, to have demanded a settlement and distribution of the partnership property according to the [227] several equities of the parties concerned, including the just share of herself and her wards, and, in that share, and as a part of it, the said sum of $188,333.33. But she deemed it more for their advantage (as well as her own) that the property should be kept together, and vested in the corporations proposed to be formed; and in this view she was supported by the opinion and advice of Edwin Hoyt, father of the minors. The Act of the Legislature of March 9, 1863, gave her power to convey all the right, title, and interest of the said minors in and to the property, to the respective corporations. And this she did. By her conveyance, and that of the other interested parties, the entire property and assets of the partnership were conveyed to, and vested in, the corporations, those of A. & W. Sprague in the A. & W. Sprague Manufacturing Company, and those of the Quidnick Company in the Quidnick Corporation, subject, however, to the debts and liabilities of every kind and description. The debts and liabilities of the firm of A. & W. Sprague thereupon became the debts and liabilities of the A. & W. Sprague Manufacturing Company. The property ceased to be partnership property and became consolidated in a unity of interest in the Corporation. The partners ceased to be partners, and became holders of shares in the capital stock of the Company. Their lien as partners ceased when their character of stockholders began. The mutual accounts showed that various sums were due to the several partners from the firm, or from them to the firm. They might have adjusted these individual balances by stock, adding an equivalent in stock to those who had balances of credit, and deducting an equivalent of stock from those whose balances were against them. But they preferred that these balances should stand as debits and credits With these views as to the effect of the conagainst or in favor of the Corporation when or- veyance of the interest of the Hoyt children to ganized, and they were all disposed of in that the A. & W. Sprague Manufacturing Company, way, except one item due to Mary Sprague, as the proceedings taken in 1874 by C. G. Franckadministratrix, for a dividend formerly made by lyn and Wm. 8 Hoyt, to have the complainant the firm, as before stated This she preferred in this case declared to be of unsound mind to take in stock, and the others consented to from his birth, cannot have any effect to change it; and she afterwards allotted to her wards the conclusion which we reached in the former their proper share of it. The sum of $188,333.33 cases. Whether he was of unsound mind or which had been credited to Mary Sprague as not, Mary Sprague was the lawful guardian of guardian of her grandchildren, to equalize the his property and estate in Rhode Island from [228] sums drawn out by the other parties for family the time of her first appointment in 1957, when expenses, she preferred to stand as a debt of he was seven years old, and continued such. the Corporation, as it had been a debt of the with all the rights and powers of a guardian, firm. It was so arranged. The Corporation, until she resigned that charge in 1866; and the by the terms of the transfer of all the property, Act of the Legislature was just as efficacious in succeeded to and assumed all the debts and relation to his estate as it was in relation to liabilities of the firm, this amongst the rest. that of the other children. As long as he was This liability was treated exactly like all a minor, an ordinary guardian was all the custo others, whether due to the partners or to strang-dian of either his person or estate that was reers. It was treated as a debt. quired. It was only after he became of age The argument that the Corporation, being the creature of the partners, was not a bona fide purchaser, and must be considered as having taken the property subject to all partnership equities against it, is not a sound one. The constitution of the Corporation, and the transfer to it of the property, were authorized by law, and were intended to settle and extinguish these equities, and to place the concern on a new footing; and the very parties entitled to equities were the ones who organized the Corporation, and made the conveyance to it. Besides, it is not the Corporation alone which is concerned in the transfer, but the creditors who trusted it after it was formed. They, or at least the great mass of them, certainly stand in the position of bona fide claimants against its property and assets. They may not be able to claim any precedency over the former partners having debts due to them, but they stand on an equal footing with them. [229] |