Milton v. Boyd. change their position irretrievably on the strength of such apparent ownership. That was the extent of the mischief, since a party who parted with nothing and did not change his position lost nothing and was not injured. The act classified such as "creditors and purchasers and mortgagees in good faith." By "creditors" was meant, as was conceded at the argument, judgment creditors, and by "purchasers and mortgagees in good faith" was meant such as parted with something of value, or otherwise altered their position irretrievably on the strength of the apparent ownership and without notice. For if, as before remarked, they neither parted with anything of value nor altered their position irretrievably, they were not injured, and if they had notice of the prior encumbrance they did not rely upon the apparent ownership, and so were not purchasers or mortgagees in good faith. "Good faith" in this connection means "actual reliance" upon the ownership of the vendor or mortgagor, because without notice of the encumbrance. Bank v. Sprague, 6 C. E. Gr. 536 bottom. Professor Pomeroy, in discussing the general doctrine of bona fide purchaser as administered in equity, says (2 Pom. Eq. Jur. § 749): "A conveyance of real or personal property as security for an antecedent debt does not, upon principle, render the transferee a bona fide purchaser, since the creditor parts with no value, surrenders no right and places himself in no worse legal position than before." And such was the view of Judge Story, as evinced by his language in sections 391 and 416 of his treatise, and in Morse v. Godfrey, 3 Story C. C. R. 364 (at p. 389). To the same effect is the text of Jones Mort. § 458, and, also, Jones Chat. Mort. § 247. In short, the section in question creates a statutory estoppel against the holder of the unrecorded mortgage in favor of those who have been injured by the apparent ownership of the mortgagor, the operation of which, as in all estoppels, is limited by the extent of the injury. Campbell v. Nichols, 4 Vr. 88; Holcomb v. Wyckoff, 6 Vr. 39; Haughwout v. Murphy, 7 C. E. Gr. 531 (at p. 547 et seq.) Milton v. Boyd. It was not contended at the hearing that the circumstance that Boyd's debt was for money loaned Lindsay to be used in purchasing the mortgaged chattels, and upon a promise if he became embarrassed to secure him by a first mortgage, at all strengthened Boyd's position. Any equity he may have against Lindsay arising out of that circumstance is a latent equity of which there is no evidence or suggestion that complainants had any notice. With regard to it, therefore, Boyd stands precisely where the complainant stood in Uhler v. Semple, and his right fails as against the complainant for the precise reason there stated by Chancellor Zabriskie, and reiterated by Vice-Chancellor Van Fleet in Butterfield v. Okie, and I cannot enforce it as against complainants without disregarding the rule so stated and sanctioned. Nor is the position of Mr. Boyd in that respect such as to excite the sympathy of a court of equity as against that of the complainants. The question at once suggests itself, why did he not take a chattel mortgage and record it as soon as the plant was purchased? Why rely upon a mere promise to give it in case the debtor became embarrassed? To this there can be but one answer the object must have been to enable Lindsay to obtain mercantile credit on the strength of the apparent ownership of the chattels. This is not such an object as a court of equity approves. I am inclined to think that if Boyd had taken a mortgage at the date of the purchase of the plant, in 1888, and had kept it from the record, permitting Lindsay to deal with the property as he did, such mortgage would have been held void as against that of the complainants, quite independent of the Chattel Mortgage act and upon the principles stated in Runyon v. Groshon and Miller ads. Pancoast, because so kept from the record for the purpose of enabling the mortgagor to obtain credit upon the strength of the apparent ownership of the goods. And precisely here lies the difference in the actual merits of the two claims. The complainants took their mortgage in the ordinary course of business to secure a debt incurred in like manner. Their delay for four days to record it was for a proper and legitimate purpose. While, on the other hand, the defendant 49 156 50 514 50 753 Conover v. Brown. Boyd deliberately refrained from taking a mortgage to secure his debt for a purpose which this court cannot approve. I think the complainants are entitled to a decree establishing the priority of their mortgage, with all its consequences. CONOVER'S ADMINISTRATOR V. BROWN'S EXECUTORS. A father made his promissory note for $1,000 in favor of his daughter A, closing with these words, "Witness my hand and seal," signed it, caused it to be witnessed by a neighbor, but did not, so far as appeared, place upon it any seal or scroll, or device in place of a seal, and delivered it in escrow for his said daughter. He made similar provisions for four other daughters, which latter were recognized by his executors, and paid or satisfied. The daughter A survived her father, and, having died intestate, her husband, as administrator, demanded the amount due upon the note.-Held, that the consideration of love, affection and parental duty was sufficient to authorize a court of equity to supply the seal and enforce the note against the executors of the maker. On final hearing on pleadings and proofs. Mr. Alan H. Strong, for the complainant. Mr. Alvah A. Clark, for the defendants. PITNEY, V. C. The bill was originally filed by Peter V. Conover, as administrator of his wife, Anne E. Conover, deceased, against James Brown and Stephen Brown, executors of Stephen Brown, de ceased. The subjects of the contest are a bond and mortgage and two certain promissory notes, viz., (1) a bond and mortgage dated September 6th, 1879, made by the complainant, Peter V. Conover, and his wife to the testator, Stephen Brown, to secure the Conover v. Brown. payment of $2,210.84 in one year, with interest, and covering the farm of said Conover, situate in Middlesex county; (2) a promissory note dated September 6th, 1879, made by Stephen Brown to Anne E. Conover, for $1,034.10, payable in one year, with interest; and (3) a promissory note made by Stephen Brown to the order of Anne E. Conover, for $1,000, dated September 20th, 1880, at six months, with interest. After the defendants had answered and the cause was at issue and part of the testimony had been taken, the complainant, Peter V. Conover, died intestate, and letters of administration de bonis non upon Anne E. Conover's estate, and also letters of administration upon the estate of Peter V. Conover, were issued to Abner S. Coriell. Peter V. Conover left four children, who were his next of kin and heirs at law, and three of them made conveyances and assignments to George R. Conover, another of his children, of all their interest in the real and personal estate of which said Peter died seized or possessed; and upon these facts being presented to the court, by a petition, Abner S. Coriell, in his double capacity of administrator of both Anne E. and Peter V. Conover, and the said George R. Conover were admitted parties complainant. The bill alleges that the bond and mortgage were held by Stephen Brown in his lifetime, in trust for Anne E. Conover, and that upon her death the equitable title thereto vested in her administrator, and that the two promissory notes being made directly to her also vested in her administrator, and that the said notes and mortgage are withheld by the executors of Stephen Brown, and prays that they may be delivered to the complainant, or that the executors may account to the complainant for the amount due on the promissory notes and for other relief. The real nature of the controversy will best appear by a brief statement of the facts. Stephen Brown, the defendants' testator, was a farmer and a man of some means, living near Bound Brook, in Somerset county. He had seven children-five daughters and two sonsall unmarried, living at home, except Anne, who married Peter Conover v. Brown. V. Conover, and Carrie, who married one Hart, and lived in the same neighborhood. Peter V. Conover was a farmer, living in Middlesex county, about four miles from Bound Brook, and owned a farm there covered by the mortgage in question. He was a widower with four children, and married Anne Brown in the year 1871. She had no children. On the 6th of September, 1879, a suit was pending against Peter V. Conover on a guardian's bond, which he had signed as surety for one Smalley, and, being somewhat indebted to his wife, Anne Conover, and to her father, Stephen Brown, and to some others, he desired to secure them in preference to any judgment that might be recovered against him on the bond. The indebtedness to his wife consisted of two promissory notes, one for $500 and the other for $350, and they amounted on that day, with interest, to $1,034.10. The indebtedness to his father-inlaw, Stephen Brown, consisted of two notes, one for $600 and one for $500, and they, with the arrears of interest thereon, together with the amount due on the two notes held by his wife, amounted to nearly or quite $2,210.84, the amount of the mortgage now in controversy. On that day he went to the office of R. V. Lindabury, counselor-at-law, at Bound Brook, and stated the situation to him, with the result that the bond and mortgage in question were prepared, and on that day, which was Saturday, or the next Monday, they were executed. The amount due his wife was inserted upon the idea that her father could hold the mortgage in trust for her to that extent, and that some arrangement could be made between her and her father by which her interest in the mortgage would be manifested. The mortgage being executed and delivered, the father, Stephen Brown, made and delivered to his daughter, Anne Conover, the promissory note of $1,034.10 before mentioned, but the making of that note was entirely unknown to Peter V. Conover. Possession of the note was retained by Anne Conover for a year or two, and then it was taken by her and left at her father's house, either in his custody, or, as the Browns contend and swear, in the custody of her mother. A year afterwards, on the 20th of September, |