ton v. Keenan 146 Mass. 86, 15 N. E. 127, 4 Am. St. Rep. 282; Norfolk, etc., Hosiery Co. v. Arnold, 49 N. J. Eq. 390, 23 Atl. 514; Hodsden v. Hodsden, 69 Minn. 486, 72 N. W. 562; Argall v. Cook, 43 Conn. 165. But many cases hold that the above rule does not apply if the promise is made to induce action and with the intention at the time not to perform the same. Ayres v. French, 41 Conn. 142; Sweet v. Kimball, 166 Mass. 332, 44 N. E. 243, 55 Am. St. Rep. 406; Laing v. McKee, 13 Mich. 124, 87 Am. Dec. 738; Chicago, etc., R. Co. v. Titterington, 84 Tex. 218, 19 S. W. 472, 31 Am. St. Rep. 39; Goodwin v. Horne, 60 N. H. 486; Birmingham Warehouse, etc., Co. v. Elyton Land Co., 93 Ala. 549, 9 South. 235; Albits v. Minneapolis, etc., R. Co., 40 Minn. 476, 42 N. W. 394; Am. & Eng. Encyc. of Law, vol. 14, p. 51; Bispham's Eq. (8th Ed.) § 211. The reason given is that the promisor impliedly represents that he intends to perform his promise, and therefore falsely represents the condition of his mind, which is a representation of fact. In California it has been expressly declared by statute that a promise made by statute without any intention of performing it, and made with intent to deceive, shall constitute actual fraud. Civil Code of Cal. § 1572. See Cockrill v. Hall, 65 Cal. 326, 4 Pac. 33; Brison v. Brison, 75 Cal. 525, 17 Pac. 689, 7 Am. St. Rep. 189. Some of the courts, however, insist that no representation which relates to the future can amount to fraud, no matter with what intention it may be made. Farris v. Strong, 24 Colo. 107, 48 Pac. 963; Haenni v. Bleisch, 146 Ill. 262, 34 N. E. 153; Tufts v. Weinfeld, 88 Wis. 647, 60 N. W. 992; Balue v. Taylor, 136 Ind. 368, 36 N. E. 269. In Gage v. Lewis, 68 Ill. 604, a retiring partner represented to a surety that, if he would become responsible to him for the payment of the partnership debts, he would forever retire from the business, and in no manner compete with the surety and the remaining partner, who were going into the same business. Relying upon the distinction between a misrepresentation of an existing fact and of an unexecuted intention, the court held a surety not bound, notwithstanding the representations were made for the purpose of deceiving him. We intimate no opinion. as to whether we think that case was properly decided, and it is not necessary now to determine which of these conflicting doctrines seems to us to be supported by the better reason. For the representations which are alleged to have been made with no intention of performing them were not made to complainant, but to the company, and were made several weeks after the complainant had turned over the bonds to it to be used as collateral for a loan to the company "wherever secured," and so far as the record discloses to be used unconditionally. If any fraud was committed by Swetland, it was a fraud upon the company and not upon complainant. And neither the company nor the trustee in bankruptcy has ever complained that any fraud was perpetrated, and neither has sought on that or any other ground to avoid the transaction. Assuming that fraud was practiced upon the company, the right to avoid the loan was personal to it. Defenses do not operate in favor of a surety which are personal to the principal. Van Kirk v. Adler, 111 Ala. 104, 20 South. 336; McCabe v. Raney, 32 Ind. 309; Boone County v. Jones, 54 Iowa, 699, 2 N. W. 987, 7 N. W. 155, 37

Am. St. Rep. 229; McCormick v. Hubbell, 4 Mont. 87, 5 Pac. 314, 32 Cyc. 149.

[6-8] This brings us to inquire as to the circumstances under which Swetland acquired the remaining $50,000 of the $200,000 bonds which the complainant seeks to recover into his possession. These bonds had been deposited by Clarence F. Wyckoff with complainant as security for the payment of Wyckoff's debt to the latter, and were then loaned by complainant to a corporation known as Wyckoff, Church & Partridge, which was subsequently absorbed by the W. A. Wood Automobile Manufacturing Company. The latter company purchased all the capital stock of the former company as well as all its assets, and assumed all its debts and obligations, including notes for $50,000 held by the Commercial Trust Company. To secure the payment of these notes these $50,000 of bonds had been deposited by Wyckoff, Church & Partridge with the Trust Company as collateral. Then the name was changed, in accordance with the provisions of the statute of the state of New York, to Wyckoff, Church & Partridge, Inc. Now it is alleged that it was agreed, at the time of the assumption of the debts, that these $50,000 of bonds deposited as collateral with the Commercial Trust Company should be returned to the possession of the complainant. It is not alleged, however, that the Trust Company ever agreed to the return of the collateral without payment of the notes, and no agreement made between the Wood Automobile Company and Wyckoff, Church & Partridge could affect the right of the Trust Company to continue to hold the collateral until it received payment of its debt. Neither the Wood Automobile Company nor Wyckoff, Church & Partridge, Inc., ever paid the notes. When they matured, renewal notes were given by the latter company, and the Trust Company continued to hold the collateral as before. Where property is pledged to secure a note, the extension or renewal of a note does not, in the absence of a distinct agreement of the parties, affect the pledge, but it continues as a valid and effectual security until the debt is paid. Merchants' National Bank v. Hall, 83 N. Y. 338, 38 Am. Rep. 434; Cotton v. Atlas National Bank, 145 Mass. 43, 12 N. E. 850; Emmetsburg First National Bank v. Gunhus, 133 Iowa, 409, 110 N. W. 611, 9 L. R. A. (N. S.) 471; Omaha First National Bank v. Goodman, 58 Neb. 701, 79 N. W. 1062. In this respect a contract of pledge differs from that of a personal surety, since the extension or renewal of a note without the consent of the surety releases him. James v. Pike, 23 La. Ann. 477. We do not overlook the fact that it has been held that upon the renewal of a note by different parties the pledgee has no right to retain as security for the new note property of a third person, deposited as collateral for the old note, without first obtaining his consent. Merchants', etc., National Bank v. Masonic Hall, 62 Ga. 271. But in the instant case the new corporation of Wyckoff, Church & Partridge, Inc., which renewed the notes, is simply the successor of the old company of Wyckoff, Church & Partridge, which gave the notes that were renewed. In taking over without consideration the assets, and assuming the debts and contracts, and even the name with slight alteration, it became the successor of the original company, and would have been liable to pay its

notes even if there had been no express agreement to that effect. When the notes were renewed it was not the ordinary case of a discharge of an old debtor and an acceptance in his stead of a new debtor not otherwise liable, but was more nearly analogous, so far as its effect upon the collateral is concerned, to that of a renewal note given by an executor under an agreement to pay out of the assets of the estate. That it would release the collateral must be denied.

[9, 10] Swetland purchased the renewal notes from the Commercial Trust Company, and it at the same time surrendered to him the bonds held as collateral. The Trust Company had the right to transfer the notes and the bonds collateral to them. Swetland, as its assignee, acquired the same rights in all respects as those which his assignor possessed. The right was a right to hold until the debt was discharged. And if the Trust Company had not transferred the bonds, equity would have held it a trustee of them for Swetland; for if a pledgee assigns the principal obligation without the pledge, the assignor holds the collateral as a trustee for the assignee.

[11] But it is alleged that at the time Swetland purchased the notes and acquired the bonds he had full knowledge of the agreement made with the Wood Automobile Company that it assumed the debts of Wyckoff, Church & Partridge, and agreed to return to complainant the $50,000 of bonds which the Trust Company held as collateral. But granting that Swetland had full knowledge of that arrangement, it would not impair his right to acquire from the Trust Company whatever rights it possessed in the notes and in the collateral. The rights of the Trust Company in the notes and in the collateral were the same after the agreement as they were before its making. If the Trust Company had ever assented to that agreement, and then in violation of it had delivered the collateral to Swetland, the complainant would hardly have failed in this bill to have asked relief also against that company in some form. But there is not an allegation in the whole bill, although the Trust Company is a defendant, that it ever in any way wronged the complainant.

[12] It seems, however, to be assumed by the bill that because Swetland was a director in the Trust Company, and knew of the agreement above mentioned, that in some way his knowledge is to be imputed to the Trust Company, and that the latter's rights in the collateral became thereby affected. It is quite unnecessary to say that as a rule knowledge of a director is not imputable to a corporation unless it is shown that such knowledge has been communicated to the other directors or officers, or that the director in question was present at a board meeting when the transaction involved was officially acted upon; and not even then, if his interest in the matter is adverse to that of his corporation. For even if it be assumed that the Trust Company was fully informed of the agreement made, such knowledge would not have impaired in the slightest degree its rights in the collateral, the Wood Automobile Company not having paid the notes or the collateral as it promised. We conclude, therefore, that there is nothing in the manner in which Swetland acquired the possession of any of the bonds which entitles this complainant to demand their return before the debts for which they are held are paid.

The agreement under which the $150,000 of bonds were obtained by Swetland was not an agreement between complainant and Swetland, but an agreement between the Wyckoff Company and Swetland. In asking that all fraudulent contracts obtained by Swetland from complainant be vacated and set aside, the court is not asked to set aside the contract under which the $150,000 of bonds were obtained. And if such were the prayer the court could not grant it, if the agreement be assumed voidable, for the reason that complainant sues in his individual capacity and not as a stockholder to redress a wrong done to the corporation.

[13] This brings us to a consideration of the agreement of October 25, 1912, in so far as that agreement affects the right of the complainant in the bonds. Under that agreement the complainant assigned to Ellis his "interest and equity in bonds Wyckoff, Church & Partridge, Inc., par value $200,000." This was eight months after the Wyckoff Company turned over the bonds to Swetland, and seven months after the petition in bankruptcy was filed. If Swetland's alleged promise to the company to keep it out of bankruptcy and to advance to it additional funds which it might need was a promise upon which the complainant individually could rely so that the failure to keep it could be set up by complainant as a breach of trust a proposition we deny this agreement with Ellis, made with full knowledge that the bankruptcy proceedings had been instituted, amounted to a waiver of his right. All his equity and interest in the bonds at that time passed to Ellis, and from that time he has had no interest and no equity in said bonds. This assignment to Ellis the complainant asks this court to set aside on the ground that Ellis is in default in the performance of his part of that agreement. We disposed of that proposition in the first suit when we said:

"Under the options reserved to Ellis under that contract, complainant has not yet received what Ellis agreed to pay him; but that does not invalidate the contract, and Ellis is not in default under it, for in its fourth paragraph it was provided that Ellis might pay out of the proceeds of liquidation of assets which might be transferred to him by the receiver after the payment of the receiver, etc., and that has not yet occurred." 233 Fed. 891, 897, 147 C. C. A. 565, 571.

[14] Again referring to this assignment to Ellis, and seeking to escape from the effect thereof, complainant alleges that Swetland had "so complicated the legal situation and the legal rights of your complainant as to said two hundred thousand dollars ($200,000) of first mortgage bonds that your complainant was led to believe that he would be unable to secure possession of said one hundred and fifty thousand dollars ($150,000) of first mortgage bonds and said fifty thousand dollars ($50,000) of first mortgage bonds, and that he would, in all probability, if he brought action for the same, be defeated in said action," and was thereby induced to consent to the agreement with Ellis. It is not alleged that Ellis occupied any fiduciary relation to the complainant. He is a member of the bar, and the bill expressly states that he is not charged with any fraud in securing the assignment. And if Ellis procured this assignment without fraud and for a valuable considera

tion, he obtained whatever interest and title in the bonds the complainant then had. If this assignment was obtained by Ellis without fraud, the fact that he may have obtained this assignment with the intention. of transferring the title to Swetland, and the fact that he did assign to him the interest he acquired, does not in any way enlarge the complainant's rights. While the allegation is that complainant had been "led to believe," prior to this transfer, that if he brought an action to recover the bonds he would be defeated, he does not allege that Ellis led him into any such belief. So that it is not necessary to inquire whether circumstances exist which would take the case out of the general rule that misrepresentations of the law do not constitute fraud either at law or in equity, because every person is supposed to know the law. And while complainant relies throughout his bill on fraud, he is not in this court asking to be relieved on the ground of mistake. He does not allege that he mistook the legal effect of the agreement he made with Ellis.

[15] The bill states that at the time of this agreement the complainant was "believing and relying upon all the representations that had been made to him in regard to said bonds at the instance and instigation of said Swetland." But there is nothing stated in that connection as to what those representations were, whether they related to matters of law or matters of fact, or that they were false. If the representations meant were the representations which were made to complainant when Swetland induced him to let the Wyckoff Company have the use of the bonds, they already have been considered. A subsequent allegation, in another paragraph of the bill, that this agreement with Ellis was procured by Swetland, by "fraudulent means and devices," through Ellis, without stating what means and devices were resorted to, is a mere conclusion of law which must be disregarded. In pleading fraud it is a well-established rule that the facts relied upon as constituting the alleged fraud must be set out, and not conclusions. A bill seeking relief on the ground of fraud must state the specific facts and circumstances constituting the fraud, and the facts so stated must be sufficient in themselves to show that the conduct complained of was fraudulent. General charges of fraud, or that acts were fraudulently committed, are without avail, unless accompanied by statements of specific facts amounting to fraud. All through this bill may be found general charges of fraud. It must be made to appear by the facts alleged, independent of mere conclusions, that if the allegations are true a fraud has been committed. An allegation that a thing is fraudulent is immaterial unless the allegation fits the facts to which it is applied. We have examined this bill with care. The facts are complicated, the amount involved is considerable, and from the earliest times down to the present wrongs accomplished through fraud have appealed with peculiar force to courts of chancery for redress. But a close scrutiny of the allegations of this bill has convinced us that the complainant is not entitled to the relief he seeks.

As the complainant has parted with all interest in the bonds, he is in no position to ask that Swetland be declared a trustee for him as respects the bonds, or that a lien to the value of the said bonds be established in his favor on the leasehold property, or that the transfer of