was that they constituted a payment, rather than a loan. The parties were competent to testify on that subject, and might use the checks as memoranda; but by themselves the checks proved nothing. III. Receipted bills of goods from Samuel Rosenthal to the plaintiff were offered and received in evidence for the double purpose of showing payment and also of showing the value of the goods. We may say of these as of the checks, that they might be used in connection with the evidence of the parties to show a debt and its payment, but the fact that goods are put down in such bills at a certain price is no evidence they were worth it. IV. One Anspach, a witness for the plaintiff, was permitted to give his opinion of the value of the goods on inspection of the inventory and invoices, when his evidence showed he had no personal knowledge on the subject. He had been in the store when the goods were there, but had never inspected them, and was as incompetent to express an opinion upon value as if he had never been near them. V. As having some tendency to show value, defendant offered to show that he sold the goods at public auction at Alpena, and that they brought certain prices which were much less than the value which plaintiff claimed to have proved. This evidence, we think, was improperly excluded. It was within the rulings in Smith v. Mitchell 12 Mich. 180; Davis v. Zimmerman 40 Mich. 24, and other cases decided by this court. It is true the sale was made at a different place from that of the alleged conversion, but no reason is given for supposing the values would have been essentially different at the two places. The auction sale does not fix the price; it is only evidence bearing upon the value; and the jury are likely to make all proper allowance. VI. Defendant also offered in evidence on the question of value the appraisal made of the goods when they were taken on the attachment; but this, we think, was rightly excluded. The appraisers were chosen by the defendant himself; and it would be unsafe to permit him to select the persons whose appraisal should be evidence in his own favor. Such an appraisal was received in evidence against the sheriff in Worthington v. Hanna 23 Mich. 530, but even there, was considered but slight evidence. To put the witness upon the stand is much more satisfactory, and more likely to reach a just result. VII. The trial judge, in his instructions to the jury, informed them that if the goods were transferred by Samuel Rosenthal to plaintiff in payment of an existing debt, "it is no matter what the intentions of the parties may have been; how immoral, how dishonest, how unfair or how fraudulent in respect to creditors,"-"no matter what may have been the condition of the minds of the parties as to whether the intent was to delay, hinder or defraud other creditors," and the plaintiff would then be entitled to recover. This was putting it altogether too strong. It is quite possible to pay an honest debt in an unlawful way; and if the property had been transferred at a price greatly below its real value, the jury would have been perfectly warranted in finding the transaction fraudulent and void. But it might have been equally void on other grounds. The judgment must be reversed with costs and a new trial ordered. The other Justices concurred. CHARLES W. RICHARDSON ET AL., GARNISHEES OF THE ALPENA General assignment for an insolvent corporation-Assignments executed in other States. If an assignment for the benefit of creditors contains a power to sell on credit, it is void as against the garnishment of a judgment recovered by the insolvent, though it may be valid as against the assignor and also as regards creditors and others not seeking to avoid it. 45 591 114 407 An assignment for the benefit of creditors executed in another State but with express reference to Michigan and intended to have its first operation in Michigan, is to be treated, in passing upon its validity, as if originally executed in Michigan. A general assignment by an insolvent corporation was executed by the directors, and next day, by their direction, the president executed another, incorporating the first, in another State where the property was. The assignees accepted and acted upon the trust and no attempt was made to set it aside, but more than a year later the president was directed, at an informal meeting of directors, to execute another assignment, the former being supposed defective. Held that the last assignment could not be sustained, not being made by direct sanction of the corporation, and the power first delegated to the president being insufficient as it was already exhausted. Whether the president of a corporation has authority to execute a general assignment for the benefit of its creditors.-Q. Error to Alpena. Submitted Jan. 27. Decided April 13. GARNISHMENT. The assignees of the principal defendant bring error. Affirmed. J. D. Holmes for plaintiffs in error. The acts of directors of a corporation may be valid though done at informal meetings: Field on Corp. § 235; Samuel v. Holladay 1 Wool. 400; directors may act separately without a board meeting: Bank of Middlebury v. Rutland etc. R. R. 30 Vt. 159. Kelley & Clayberg for defendants in error. A general assignment permitting the assignee to sell on credit is void: Ryerson v. Eldred 18 Mich. 12; a corporation cannot exercise acts in another sovereignty except by the latter's permission: Cin. Mut. H. A. Co. v. Rosenthal 48 Ill. 85; or until authorized by the State in which it was incorporated : Bank of Augusta v. Earle 13 Pet. 519; Field on Corp. 254; a voluntary assignment made abroad and substantially inconsistent with home statutes should not be put in execution at home to the detriment of the citizens; but for all other pur. poses, if valid, it should be operative: Bentley v. Whittemore 19 N. J. Eq. 462; Moore v. Bonnell 31 N. J. L. 98; Ingraham v. Geyer 13 Mass. 146; Zipcey v. Thompson 1 Gray 245; Boyd v. Rockport Mills 7 Gray 406; Benedict v. Parmenter 13 Gray 88; Graydon v. Church 7 Mich. 36; Wood v. Parsons 27 Mich. 159; Burrows v. Keays 37 Mich. 430; McEwan v. Zimmer 38 Mich. 765; a second assignment, therefore, could cover no property unless subsequently obtained: Brennan v Willson 71 N. Y. 502; Hone v. Woolsey 2 Edw. Ch. 289; Bump Fraud. Conv. 333; Burrell on Assignments § 354. GRAVES, J. The Alpena Lumber Company is a domestic corporation which was organized for manufacturing purposes under our general law, in the year 1874. It recovered a judgment in the circuit court for Alpena county against Richardson & Co. for about a thousand dollars and the judg ment was affirmed in this court at the January term for 1879: 40 Mich. 203. During the pendency of that suit the corporation claimed to be insolvent and took measures to assign all its property to Bishop and Beekman for the benefit of its creditors. The proceedings to accomplish this end were singular. The directors met at Cleveland in the State of Ohio on the 27th of July, 1877, "and finding that the company was unable to meet its paper at maturity" unanimously resolved that it "make an assignment of all its property and effects both real and personal to Jesse P. Bishop of Cleveland, Ohio, and John G. Beekman of Alpena, Michigan, for the equal benefit of the creditors of said company" and that the president proceed to "execute on behalf of the company the necessary papers." In pursuance of this resolve an instrument was forthwith drawn up and executed. It purported to convey to Bishop and Beekman the entire property and effects of the corporation in Ohio, Michigan and elsewhere upon trust for the equal benefit of all the creditors. But it provided, expressly, that the assignees might sell at public or private sale upon such terms as they might deem for the best "interest of the creditors, and either for cash or upon reasonable credit as they might deem best, and that they 45 MICH.-38 should have the right to manufacture lumber from the pine logs assigned in case they should consider it for the interest of the creditors so to do in order to dispose of the same to the best advantage." Bishop immediately endorsed his acceptance. But during the forenoon of the next day, namely July 28th, the directors met in the city of Detroit and unanimously ratified the action had at the Cleveland meeting and directed the president to renew the execution of the instrument there made. In compliance with this direction a formal paper was executed incorporating the first, and constituting a complete Michigan transaction. The assignees immediately endorsed their acceptance of the trust contained in it, and both papers were soon after recorded in the office of the register of deeds. As soon as the transaction was completed by the ratification and re-execution on the 28th, the assignees assumed exclusive possession of the general property, and have since continued to handle it, the corporation not having had any control whatever. A large portion was disposed of. After the lapse of some fifteen months during which time the assignees were proceeding in the execution of the trusts the corporation was informed that the transaction was not sufficient to bind Michigan creditors and that they might avoid it on the ground that power was given to dispose of the assets on credit. Influenced by this advice, the directors came together at Cleveland in an informal way on the 14th. of November, 1878, but not as a meeting of the board, and a conference was had about making a new assignment. The result was that the president was directed by general consent to make one, and a third instrument was then executed and accepted by the assignees. It was framed as an original assignment and made no reference to prior transactions. There was no re-assignment by the assignees nor any interference with their dispositions or possession and, so far as appears, no creditors had refused to acquiesce in what had been done. The instrument assumed to express its purpose in these terms: "The object of this conveyance being to include all the property and effects of said company of every |