MORAN v. PALMER. undertake to make the patents not recorded void, in favor of subsequent bona fide purchasers from the United States. We are of opinion that the same rule is to be applied to all conveyances by the United States, as owners of the original domain, whether they are made directly through the President, or indirectly through other agencies, and that, therefore, the words, "all deeds," as used in the early codes, (Cass Code, p. 80; Code of 1820, p. 156; Code of 1827, p. 258; Code of 1833, p. 279,) do not embrace those given on behalf of the Government. The first statute, which, in express terms, applies to conveyances by the Governor and Judges is, "An Act relative to the registry of certain deeds,” approved March 9, 1844, which authorized those conveyances to be recorded and made the record evidence; and it confirmed records before made, so far as to make them evidence also. But that Act contains no provisions which could have the effect to avoid the first in favor of a subsequent conveyance from the Governor and Judges, and it is not likely that any such purpose was contemplated by the Legislature. We do not find, therefore, that Campau and his assigns are entitled to claim any advantage under the recording laws, over the prior deed to Mayet. Second. Through equitable estoppel. Thomas Palmer, having represented to the Governor and Judges that he was the sole grantee of Jacob Smith, and they having, in reliance upon this representation, received the release from him, and conveyed a lot of equal value, in consideration thereof, the avails of which were subsequently received by the partnership of which the ancestor of the complainants in the cross-bill was a member, it is insisted that they are now estopped in equity from setting up any claim to the lot so released. It is unquestionably true that the lot having been conveyed by Smith to the Palmers in satisfaction of a MORAN v. PALMER. debt due to the firm, it is to be regarded for all the purposes of arranging balances between the partners, of paying debts and closing the partnership business, as personal property. - Dyer v. Clark, 5 Metc., 562; Buchan v. Sumner, 2 Barb. Ch., 165. And in England it seems. to be now well settled that, by becoming partnership property, it is to be regarded as converted into personalty for all purposes.- Ripley v. Waterworth 7 Ves., 425; Phillips v. Phillips, 1 M. & K., 649; Brown ข. Brown, 3 M. & R., 443; Morris v. Kearsley, 2 Y. & C., 139; Houghton v. Houghton, 11 Sim., 491. It is true that one partner could not convey the legal title of all, for the rule that one has no general authority to affix a seal on behalf of his co-partners, would prevent; but it is not so clear that he might not make a valid contract to convey, or that an ineffectual deed might not have the force of such a contract where the partnership has received the consideration money. But without now stopping to inquire into the force and effect to be allowed the release of Thomas Palmer, as a written instrument, we are of opinion that the position taken by Moran, in respect to this branch of the case, is correct, and that the heirs of Friend Palmer are estopped from setting up any claim to this lot adverse to that claimed under the Campau deed. It is a well settled principle of equity, that if a man, having a title to an estate which is offered for sale, knowingly allows another to sell it to a purchaser who supposes the title to be good, without, at the time, asserting his title, he shall be bound by the sale, and neither he nor his privies shall be allowed to dispute its validity. Wendell v. Van Rensselaer, 1 Johns. Ch., 354; Storrs v. Barker, 6 Johns. Ch., 166; Tilton v. Nelson, 27 Barb., 595; Cochran v. Harrow, 22 Ill., 345; Beryan v. Ramiser, 8 Cal., 461; Cicotte v. Gagnier, 2 Mich., 386; Story's Eq. Juris., §385. Especially should this be the rule of equity when 13 MICH.-Y. MORAN V. PALMER. the silent party has himself received the benefit of the sale, and where, therefore, he can suffer no detriment from its application, but is only restrained from appropriating to his own use a second time that for which he has once been paid. That Friend Palmer knew of the arrangement made between Thomas Palmer and the Governor and Judges, and of the subsequent sale of the lot received in exchange, we think, is to be presumed. Each partner is the general agent of the others in all matters within the scope of the partnership business, and what is known to one is supposed to be known to all. If the original arrangement can be regarded as exceeding the powers of Thomas Palmer as partner, and therefore not presumptively within the knowledge of his co-partners, the subsequent receipt of the consideration money for the lot sold would stand upon a different footing, and must be held to bring home to all a knowledge of the original transaction. Had it been repudiated at that time, an adjustment might have been made, which would have prevented a re-sale of the lot, and no one would have been put in a position to be damnified by a claim after other rights had intervened. But Friend Palmer, having neglected to repudiate the arrangement at the time a purchaser has been induced, by his silence, to buy on the supposition that he was acquiring a good title, and the lot has been largely increased in value since by the improvements which he or those deriving title from him have made upon it. To hold the heirs of Friend Palmer estopped from asserting their legal title at this time, it does not become necessary to apply the maxim that "where one of two innocent persons must suffer, he shall suffer who, by his own acts, occasioned the loss," for Friend Palmer's heirs suffer no loss, and the equitable estoppel only prevents loss to the other party. We are, therefore, of opinion that the complainants in MORAN T. PALMER. the cross-bill are not entitled to the relief prayed by them; and that they have no equitable rights to the lot in controversy. Having come to that conclusion, it is a subject of regret that the record in the original suit is not such that we can put an end to the litigation by a decree in that suit such as we have found the complainant entitled to upon the facts. But as the whole case has been fully presented, on an issue which allowed the parties to exhibit, in proof, all their equities, and as we have already passed upon the questions involved in disposing of the cross suit, we shall not dismiss the original bill, but remand the case with leave to complainant to amend without prejudice to the testimony taken. The defendant will be at liberty to answer the amended bill, and both parties to take additional testimony, if an issue of fact is formed. The decree of the Court below is reversed, and the cross-bill dismissed. Neither party will recover costs against the other on the cross-bill or on this appeal. In our examination we have left entirely out of view some questions discussed on the argument, but which, in the view we take of it, would not affect the case between the parties; and we have not found it necessary to consider how far the defendants in the original suit might be affected by the improvements made upon the premises had the complainant's title to relief rested upon those alone. CHRISTIANCY and MARTIN J.J. concurred. CAMPBELL J. did not sit in this case, having been of LADUE 0. THE DETROIT & MILWAUKEE RAILROAD Co. Andrew Ladue v. The Detroit and Milwaukee Railroad Company. Mortgage upon land, morgagee's interest. A mortgage of land in this State conveys no title, either legal or equitable, to the mortgagee, but the title remains in the mortgagor until foreclosure and sale, and the mortgage is but a security in the nature of a specific lien for the debt or obligation to which it is collateral. Mortgagees, how affected by a subsequent sale of the land - A mortgage is only a lien or incumbrance upon land to the extent of the debt or obligation that It was given to secure, and when made to secure the mortgagee for liabilities, which it is optional with him to incur or not for the mortgagor, and the mortgagor afterwards conveys the property by deed, which is put upon record before such liabilities are incurred, such deed is entitled to precedence Record of mortgage, of subsequent deed, — notice. The record of the mortgage, in such case, is only notice to a subsequent purchaser to the extent of liabilities incurred prior to the purchase, and such as may be incurred subsequent to the record of the deed, will constitute no lien upon the property. Heard May 10 and 11. Decided July 8. Appeal in chancery from Wayne Circuit. The facts, so far as they are necessary to an understanding of the legal questions involved in the case, will be found stated in the opinion. G. V. N. Lothrop, for complainant. 1. Mortgages given to secure future advances and contingent liabilities, are valid. This, though often contested, seems now satisfactorily established. United States v. Hooe, 3 Cranch, 73; Shiras v. Caig., 7 Cranch, 34; Conard v. Atlantic Ins. Co., 1 Pet., 448; Lawrence v. Tucker, 23 How. U. S., 15; Leeds v. Cameron, 3 Sumner, 492; Gardner v. Webber, 17 Pick., 414; Commercial Bank v. Cunningham, 24 Pick., 274; Holbrook v. Baker, 5 Greenl. 309; Brinkerhoff v. Marvin, 5 Johns. Ch., 327; Bank v. Finch, 3 Barb. Ch., 297; Babcock v. Bridge, 29 Barb., 427; Thomas v. Kelsey, 30 Barb., 268; Lyle v. Duncomb, 5 Birney, 585; McDaniel v. Calvin, 16 Vt., 300; Seymour v. Darrow, |