dition shall be performed, which will enable | ent to the shipper that the vessel could not leave them to make delivery and entitle them to demand payment from the vendee. No time is specified, and if there was nothing else in the contract it would undoubtedly be the duty of the vendors to make delivery of the thing sold within a reasonable time, and to determine whether the plaintiffs had been able to do so, the facts and circumstances attending the transaction would have to be considered. But although the contract specifies neither month nor day, nor duration of time, within which or on which they must perform, it does specify the manner of doing the act which makes performance possible. the docks where it took in freight. Something more than shipment was bargained for, viz.: prompt shipment; and the delivery was to be within such time as, dangers of the sea only excepted, might reasonably follow. Nothing less could have been in the minds of the parties than expedition, or immediate and effective, or beneficial shipment as a step towards delivery. Payment was postponed to delivery, both to be made in New York. The sale was for shipment from Europe, altogether at the vendors' expense and risk, and no exception was provided for save dangers of the sea," among which a certain and safe confinement in port is not included. In Duncan v. Topham, 8 Man. G. & S. 225, the order was for certain goods to be put on board directly. The complaint alleged an order for goods to be delivered within a reasonable time, and the plaintiff failed in his action because the proof did not support the declaration, it being held that "a reasonable time” was a more protracted delay than “directly.' The contract provides for "prompt shipment," and it is this condition on which all other stipulations hang. So the plaintiffs understood it, and, as we have seen, they alleged as a condition precedent to the right of action that they "promptly shipped" the iron. This implies expedition, admits of less delay than would be permitted under a covenant to act merely within a reasonable time, and in effect the plaintiffs interpret it as meaning "directly" or "at once." Such, indeed, was their conduct. The contract was made in New York on the 2d of February, 1881, and the plaintiffs rely upon a bill of lading showing that on the very next day, at Stettin, iron rails answering in description to those named in the contract, were put on board a vessel chartered for New York. Therefore, the respondents' contention is that the whole condition is satisfied, and "If any delay thereafter occurred to the prejudice of the defendant, he must look to the ship for his in-plaintiffs. It was optional with them to ship demnity." The contract here goes further. "Prompt is synonymous with "quick," "sudden," "precipitate." Indeed, one who is ready, is said to be prepared at the moment; one who is prompt, is said to be prepared beforehand. Such represents the condition of the plaintiffs. Their immediate loading of the vessel shows that they were prepared beforehand; but if their construction of the contract is correct, the qualifying word might as well be one of postponement and delay. The fault was with the from any port in Europe. If at the time of The last position fails when we see that no priv- shipment the plaintiffs, or their agents, knew ity existed between the defendant and the vessel or might have known that detention and delay or its master, and that his only contract relation at the place of shipment (and before ground was with the plaintiffs. The sole object of could be broken for the voyage) were unavoidprompt shipment was to secure a speedy arrival able and to be expected, they must also have for delivery in New York. Until then the known that the delivery could not be made as goods were at plaintiffs' risk; and only then contracted for, and the subsequent tender was could the defendant's liability attach. Before too late. It was not a "prompt shipment," and that event happened there was to be neither the defendant was not bound to receive the cargo. transfer of title nor transfer of possession. It is quite unimportant to inquire how it might be as between the master of the vessel and the plaintiffs or the shipper, one of whom may be assumed to be the owner, and the other, by virtue at least of the bill of lading, entitled to possession. It is now contended, however, by the plaintiffs that the appellant is estopped from denying that the rails were shipped in accordance with the terms of the contract. This might, under some circumstances, furnish a question for the jury. It cannot be said as matter of law that those now relied on have that effect. It As to the plaintiffs in the case before us it is appears that the usual length of a voyage from more reasonable to construe the condition of Stettin to New York is forty-nine days. On prompt shipment as a precedent to delivery, and the first of March the defendant was notified so relating to the actual commencement of the by the plaintiffs that the 100 tons of rails sold voyage that the known unnavigable condition to him "are shipped * * * from Stettin;" but of the river could furnish no excuse for the the date of sailing was not given, and in andelay. The defendant was entitled to such swer to defendant's inquiry concerning it, timely delivery as would follow an effective the plaintiffs replied that they were not inshipment; in other words, to an exact perform- formed. On the 19th of March they told him ance by the plaintiffs of their contract to ship the bill of lading was dated February 3, but and deliver, not two things separable in their that they had "no date of the vessel's sailing." nature, but two steps to a single end. That On the 4th of May they wrote "according to involves not only a purpose to transport, but New York Maritime Register, the Ger. Bk. an expectation that transportation would com-Ferdinand Brumm,' with 100 tons rails sold mence, if not at once, certainly within a reason to you, sailed from Stettin April 6, for New able time. Shipment cannot be said to have York." The vessel arrived at New York, and been made from Europe, when the port select- on the 14th of June, when tendered by the ed had no passage way or outlet. Nor can it plaintiffs, the defendant, in writing, refused to be fairly argued even that the iron was shipped receive them, saying the rails were not shipped "for delivery in New York," if it was appar- according to contract. " It follows that the judgment should be reversed and a new trial ordered, with costs to abide the event. All concur, except Ruger, Ch. J., dissent ing. We find nothing in these letters which would the jury. The trial court therefore erred in authorize a court to say that the defendant had directing a verdict for the plaintiffs. waived performance by the plaintiffs. There is no evidence that he knew the circumstances attending or causing the delay; none that he was informed that the vessel when loaded was ice bound, nor of its detention from that cause. Moreover, the sole act relied upon in the complaint as a breach of the contract on defendant's part, a refusal to accept the rails tendered, took place, as is there alleged, and is admitted in the answer, on the 14th of June. Then the plaintiffs say they were ready and willing to deliver, and duly tendered the goods, and the defendant refused to receive them. If I am right in my view of the contract, he was under no obligation to do so. I have not overlooked the argument of the plaintiffs by which our attention is directed to the difference between " shipment" and "sailing," nor failed to examine the definitions and decisions upon which the argument is founded. The context of the cases cited, however, prevent the application of the decisions to the one before us, and while the terms are no doubt well defined, there is no definition nor adjudged case which implies that an agreement to deliver goods after prompt shipment, is satisfied by merely placing them on board a vessel, which, although it should weigh anchor, or cast off moorings, and make other preparations to depart, could not for a considerable period of time-in this case exceeding the customary length of the intended voyage-leave the spot where the cargo was received. Such a shipment would be colorable and deceptive. If it answered the letter of the contract, it defeated its purpose. It would not in fact be the inception of the voyage, and the burden of showing a bona fide shipment would not be sustained. In all the cases referred to by the respondents the obligation to ship at or within a certain period was held to be unperformed, unless the ship might also sail at or within the time stated. Nothing less would be beneficial to the purchaser. The evident object of expressing the time of shipment, as declared in those cases, was to provide that the article purchased should come forward at such time as would, in the opinion of the purchaser, make the venture profitable, or as to time of arrival or payment suit his convenience. Bontes v. Shand, L. R. 2 App. Cas. 455; Alexander v. Vanderzee, L. R. 7 C. P. 530. Another class of cases, also cited by the respondents, shows that when goods are sold and are to be delivered on board of vessels, either provided by the purchaser or by his appointment, putting on board is a good shipment, whether the vessel is in condition or is expected to sail, or not. Fisher v. Minot, 10 Gray, 260; Newhall v. Vargas, 13 Maine, 105. The principle on which these cases were decided is not involved here; and the others do not lessen the strength of the appellant's case. The time and manner and place of shipment might indeed have been accepted by the defendant as in compliance with the contract; and whether it was or not, and whether with full knowledge of the facts there was on his part a waiver of the strict performance of the condition on the plaintiffs' part, were questions for 1. 2. 3. 4. 5. J. D. Kurtz CROOK, Respt., Leopold RINDSKOPF et al., Appts. In an action by a judgment creditor to set aside an assignment made by his debtor for fraud, the burden is upon the plaintiff to show by affirmative evidence that the enforcement of the provisions of the assignment will necessarily work a fraud upon the assignor's creditors, or one of them. It is lawful for an insolvent member of a firm to devote his individual property to the payment of firm debts, or a debt owing by him to his partner, to the exclusion of his individual creditors. An assignment, like other instruments, is to be fairly construed, and such construction given to it as is consistent with innocence, in preference to such as would impute a fraudulent intent to the assignor. Doubtful and ambiguous phrases admitting of different meanings, are to be construed, if they can be, so as to authorize a lawful disposition of the property only, although there may be general language in the instrument susceptible of a different construction. The law requires, in the event of an assignment by a firm of two persons, that after the payment of the firm debts, the residue shall be divided into two funds for the payment of individual creditors, unless otherwise provided in the assignment; and where such assignment does not expressly recognize the possible existence of the two funds, the law will supply the omission and order a distribution of the fund, according to the legal rights of the claimants upon it. 6. Upon the satisfaction of the debts of the firm it would be the legal duty of the assignee, even in the absence of any express provision requiring it, to determine the interest of the individual partners in the surplus and devote each share to the interest of its respective owner in accordance with his legal rights. (Decided April 26, 1887.) APPEAL from a judgment of the Supreme Court at General Term in the First Department, reversing a judgment of the Circuit in favor of defendants in an action to set aside an assignment for the benefit of creditors. Reversed. Reported below, 34 Hun, 457. The facts and questions raised appear from the opinion. Mr. Adolph L. Sanger, for appellants: The provision in the assignment providing for distribution among the creditors of the individual partners, after the payment of all the partnership creditors, is to plaintiff's advantage, not his injury. He has, therefore, no standing in court. For v. Heath, 16 Abb. Pr. 168; Scott v. Guthrie, 10 Bosw. 408; S. C. 25 How. Pr. 481. In Bogert v. Haight, 9 Paige, 297, where the assignment contained a provision for the payment of copartnership debts, and directing the surplus to be paid over to the assignors (there being individual creditors), it was declared that such an assignment was not necessarily fraudulent as to individual creditors; and it was further held that such an assignment was valid as against those who were benefited by it, to wit: the partnership creditors. See also Cox v. Platt, 32 Barb. 127, 130; Morrison v. Atwell, 9 Bosw. 503; Powers v. Graydon, 10 Bosw. 630, 645-652; Richardson v. Herron, 39 Hun, 540; Richardson v. Thurber, 6 Cent. Rep. 799; Royer Wheel Co. v. Fielding, 2 Cent. Rep. 511, 101 N. Y. 510. upon certain dicta of Judge Bronson in the cases of Goodrich v. Downs, 6 Hill, 438; Bar ney v. Griffin, 2 N. Y. 365, and Leitch v. Hollister, 4 N. Y. 211, all of which have been either unfavorably criticised or overruled in Curtis v. Leavitt, 15 N. Y. 114, et seq. And in Wilson v. Robertson, 21 N. Y. 587, partnership property was appropriated to pay the preferred individual debt of one partner, for which neither the firm nor his copartner was liable, a reservation for the benefit of such partner or his creditors to the direct injury of the firm creditors, the joint fund being inadequate to satisfy the firm creditors. Mr. Edward T. Bartlett, for respondent: The inequality of the individual debts of each partner and of his individual assigned estate is fully established. The provision in the assignment in question renders the general assignment void. O'Neil v. Salmon, 25 How. Pr. 246, 249. A creditor provided for in a prior clause of an assignment may avoid it by reason of a provision authorizing the debtor's property to be applied in part to the debts of another person, for which neither the debtor nor his property was bound. Smith v. Howard, 20 How. Pr. 121. The right of plaintiff, in case at bar, to attack the assignment is recognized in the reasoning of Judge Gardiner in Leitch v. Hollister, 4 N. Y. 215. A fictitious debt avoids a general assignment. Talcott v. Hess, 31 Hun, 282. The fact, if proved, that after the payment of partnership debts as directed by the assignment The fact that there is a provision in an as- there will remain no assets to be paid to or credsignment executed by partners for the pay-ited to the assignors is no defense to this action. ment of the private and individual debts of the assignors out of the residue remaining after the payment of all the partnership debts, fur-2 nishes no evidence of an intention to hinder, delay or defraud creditors; and the legal intendments are all in favor of the validity of assignments in trust for the benefit of creditors, the same as in respect to other instruments. Turner v. Jaycor, 40 Barb. 164; S. C. affirmed in 40 N. Y. 470. Such a provision is not illegal. Even if it appeared in the assignment that each assignor was individually insolvent, and that the property assigned by each was unequal in value, and the debts of each unequal in proportion, still the presumption is that the assignee would do his duty, and not pay the private debts of one partner with the property of the other, in the absence of any express provision to that effect in the assignment. Eyre v. Beebe, 28 How. Pr. 333, 340; Friend v. Michaelis, 15 Abb. N. C. 366. O'Neil v. Salmon, 25 How. Pr. 246, has no authority to support it and must be deemed reversed by the other authorities which are in direct conflict with its doctrine and which support defendants' contention in the present case. See Cox v. Platt, 32 Barb. 127, 130; Bogert v. Haight, 9 Paige, 297; Morrison v. Atwell, 9 Bosw. 503; Turner v. Jaycox, 40 Barb. 164; affirmed in 40 N. Y.470; Fox v. Heath, 16 Abb. Pr. 168; Scott v. Guthrie, 10 Bosw. 408; Richardson v. Herron, 39 Hun, 540; Royer Wheel Co. Fielding, 2 Cent. Rep. 511, 101 N. Y. 510. Smith v. Howard, 20 How. Pr. 121, rests V. O'Neil v. Salmon and Smith v. Howard,supra; Goodrich v. Downs, 6 Hill,438; Barney v. Griffin, N. Y. 365; Collomb v. Caldwell, 16 Ñ. Y. 485-6. An assignment by an insolvent is void for actual fraud, if, while he provides for only a part of his creditors, he makes the attempt in the instrument to reserve any portion of the fund to himself. The clause of the assignment criticised in the case at bar works just that result by devoting a part of the debtor's estate to the payment of debts for which he was not liable. O'Neil v. Salmon, 25 How. Pr. 253; See also Collumb v. Caldwell, 16 N. Y. 485; Leitch v. Hollister, 4 N. Y. 211; Kirby v. Schoomaker, 3 Barb. Ch. 46; Smith v. Howard, 20 How. Pr. 121; Wilson v. Robertson, 21 N. Y. 587. "An assignment void in fact for fraud is void in toto. The fraud taints and vitiates the whole." Hyslop v. Clarke, 14 Johns. 458; Mackie v. Cairns, 5 Cow. 547; Grover v. Wakeman, 4 Paige, 23; 11 Wend. 187; Rogers v. De Forest, 7 Paige, 277; Goodrich v. Downs, 6 Hill, 438; Barney v. Griffin, 2 N. Y. 365. It is true Goodrich v. Downs, above cited, was overruled in Curtis v. Leavitt, 15 N. Y. 114-124, in so far that it held 2 Revised Stattues 135, § 1, applied to general assignments; but Judge Comstock, who wrote the overruling opinion, explains in Collomb v. Caldwell, 16 N. Y. 485, as follows: "But in overruling the decision in that respect we by no means called in question the doctrine that an assignment by an insolvent is void, if, while he provides for only a part of his creditors, he makes the at tempt, in the instrument, to reserve any por- to the proof of his case. No attempt was made tion of the fund to himself. Such an attempt on the trial to show any fraud in the assignhas been regarded as establishing what is some- ment, except such as was sought to be inferred times termed 'fraud in law;' but more accu- from the provision relating to the payment of rately speaking, it affords a conclusive pre-individual debts, considered in connection with sumption of an actual fraudulent design on the evidence tending to show that the individual part of the assignor. In this view of the ques- members of the firm owned individual assets tion Goodrich v. Downs was well enough de- of unequal amounts in value, and were liable cided, and the decision considered as depend-in unequal sums upon their respective partnering upon this principle was approved in Barney ship accounts, also for individual debts. v. Griffin, 2 N. Y. 365." A very recent case holds that when, from the facts, the inference of fraud is inevitable, a finding of no fraudulent intent does not alter the case. Coleman v. Burr, 93 N. Y. 31. The complaint herein contains two counts: 1, that the assignment is void on its face; 2, that the assignment is void by reason of certain facts alleged. The plaintiff, while reying on the first, proved his case under the latter allegation. That is, he proved the inequality of individual debts and assets. By so doing he relieved his case from any criticism found in Turner v. Jaycox, 40 Barb. 164, which is relied on by defendants. Ruger, Ch. J., delivered the opinion of the court: On the 23d of October, 1882, Leopold Rindskopf and Meyer Rosenthal, composing the firm of Rindskopf & Rosenthal, executed an assignment of all their property, both real and personal, in trust to Abraham Rosenthal to convert the same into money, and, after paying the lawful expenses of the trust, to pay their partnership debts in the order specified in the instrument. It then provided "That with the remainder and residue of said net proceeds and avails, if any there shall be, the party of the second part shall pay and discharge all the individual and private debts of the parties of the first part or either of them, whether due or to become due, provided such remainder shall be sufficient for that purpose; and if insufficient, then the same shall be applied pro rata, share and share alike, to the payment of said debts and according to their respective amounts." It was further provided that if there was any surplus then remaining, it should be repaid to the said assignors or to their executors, administrators or assigns. The proof established the facts that the assigned estate amounted in value to the sum of $9,360.87, and the firm indebtedness to $14,667.87, and that the individual assets of the members of the firm amounted to $40, of which Rindskopf owned $10 and Rosenthal $30. Rindskopf's absolute individual liabilities amounted to $300, and his contingent liabilities to $4,300, and Rosenthal's absolute individual liabilities to $2,850. The plaintiff, being a judgment creditor of the firm, brought this action to set aside the assignment, upon the ground that it was made with intent to hinder, delay and defraud the creditors of said assignors and to have the assets of the assigned estate applied to the payment of his debt. Both the assignors and assignee respectively appeared and answered in the action, and the assignee denied all of the allegations contained in the complaint imputing fraud to the assignors, which put the plaintiff The trial court found that there was no fraud in fact in the making of the assignment, and as a conclusion of law that the instrument constituted a valid transfer of the property of the assignors to their assignee, and ordered judg ment dismissing the complaint. Upon appeal the general term reversed the judgment and ordered a new trial. As that court did not assume to reverse the judgment upon the facts, its order can now be sustained only upon the theory that the undisputed evidence furnished conclusive proof of fraudulent intent on the part of the assignors in making their assignment. The conclusion of that court was based wholly upon the ground that the clause of the assignment providing for the payment of the individual creditors of the respective assignors, considered in connection with the facts of inequality in the amount of individual indebtedness, of value of individual assets, and of the amount of the respective accounts with the partnership firm, operated as a fraud in law upon the individual creditors of the partner having the largest individual estate, and afforded conclusive evidence of a fraudulent intent on the part of the assignors rendering the assignment wholly void. Passing over the questions as to whether an intended fraud by one member of a firm in transferring his individual assets, avoids an assignment of the firm assets made by the firm, and whether such a fraud, affecting a distinct portion of the assets devoted to a special class, is inseparable and must, as matter of law, be held to vitiate the entire trust, we will first consider the case upon the theory discussed by the court below. The burden was upon the plaintiff to show by affirmative evidence that the enforcement of the provisions of the assignment must necessarily work a fraud upon the creditors of the assignors, or one of them, and that it could not legally be carried out without producing such a result. It has in some cases been held that assignors for the benefit of creditors, who contemplate and provide in their assignment for an illegal disposition in any respect of their property, are not at liberty, in an action to set it aside, to show, as proof of innocence of fraudulent intent, that the assigned fund was insufficient to satisfy the prior valid provisions of the assignment, and could not, therefore, be affected by the alleged illegal provision, and are estopped from controverting the existence of the conditions which they had provided for. Collomb v. Caldwell, 16 N. Y. 485, and cases there cited. It has, however, been frequently held that it may be shown in rebuttal of an inference of fraudulent intent arising from provisions for the payment of individual debts, that there were, in fact, no such debts or individual assets to be affected by such provision; Turner v. Jaycox, 40 N. Y. 470; Bogert v. Haight, 9 Paige, 297; or that the property formerly belonging to the firm had become the property of purchaser making the assignment; Dimon v. Hazard, 32 N. Y. 65; and other circumstances showing that no fraud, in fact, was intended. Dimon v. Hazard, supra; Hurlbert v. Dean, 2 Keyes, 97. The principle that a party may be inquired of as to his interest in doing an act, where such interest is material, tends strongly to confirm the proposition that the presumption of fraud arising from the provisions of an assignment may be repelled by parol evidence. Seymour v. Wilson, 14 N. Y. 567; Hunt v. Johnson, 44 N. Y. 27. The plaintiff in this case, anticipating the probable defense, did not rely upon the presumptions of fraud arising from the assignment alone, but undertook to establish the fact affirmatively that, in the actual circumstances of this case, the execution of the provision in question would necessarily operate as a fraud upon creditors. It is unnecessary, therefore, to assail the doctrines enunciated in Collomb v. Caldwell, 16 N. Y. 485; Barney v. Griffin, 2 N. Y. 365; Goodrich v. Downs, 6 Hill, 438; and similar cases, for, conceding them to the fullest extent claimed, the facts of this case do not bring it within their operation. It is lawful for an insolvent member of a firm to devote his individual property to the payment of firm debts to the exclusion of his individual creditors; Dimon v. Hazard, 32 N. Y. 65; Saunders v. Reilly, ante, 59; Royer Wheel Co. v. Fielding, 2 Cent. Rep. 511, 101 N. Y. 504; Kirby v. Schoonmaker, 3 Barb. Ch. 46; and it follows from the same principle that he may also apply it to the payment of any debt owing by him to his partners in the firm, and no inference of fraud can legally be derived from such dispositions of his individual property. This case was decided by the general term, as appears from their opinion, solely upon the ground of a fraud alleged to have been intended by Rosenthal upon his individual creditors. The argument of the respondent is, in brief, that Rosenthal having $20 more individual property than Rindskopf, the law will assume that he, by placing that sum in a common fund with other individual assets and directing the payment of their aggregate individual indebtedness therefrom, intended to commit a fraud upon his individual creditors, because, it is said, if the excess of Rosenthal's individual assets is distributed pro rata among each and all of the individual creditors of both parties, according to the amount of their respective claims, that Rindskopf's creditors will necessarily receive something to which Rosenthal's creditors were equitably entitled. We think this argument, upon the facts of the case, is defective in several particulars. It is not at all certain that such a result would follow in this case, for if Rindskopf's contingent liabilities never became fixed, there would be only $300 of his individual debts to be paid as against $2,850 of Rosenthal's; and in that event private property of Rindskopf's would be taken to pay Rosenthal's individual debts. We also think the result claimed does not follow from the premises assumed by the court below, but that it would necessarily be produced only by the existence of exact equality of interest in the firm assets by both members or a greater interest in Rosenthal, combined with equality in individual indebtedness, and inequality in the individual property. If there is simply inequality of interest in the firm assets, and inequality in individual assets, one inequality could be easily compensated by a corresponding inequality in the other, and the ev idence does not show but that this state of things in fact existed. It does appear that the assignors were equal partners in their firm business; but there is no evidence as to the amount they each originally contributed to the capital of the firm, except that the amounts were about equal. Neither does it appear how much they had respectively drawn from the firm except that the amounts were nearly equal. As the witness says one might have contributed "a little more or a little less than the other." No statement of accounts between the respective partners has been given showing their liabilities to the firm, or the amount of their respective interests in its assets, and for aught that appears in the case Rosenthal might, on a settlement of the partnership accounts, have owed Rindskopf the exact sum which it is claimed he diverted from his individual assets to the payment of Rindskopf's creditors. This, in the absence of a fraudulent intent, he had a perfect right to do, as he could lawfully pay his debt to his partner in preference to that of any other creditor, if done in good faith; and if he did so in fact, it would relieve the clause in question from any criticism or objection. Royer Wheel Co. v. Fielding, 2 Cent. Rep. 511, 101 N. Y. 504; Dimon v. Hazard, 32 N. Y.65. Assuming that there was a surplus remaining after the payment of the firm debts, and the assignment required this residue of $40 to be put into a common fund for the payment of the individual debts of both assignors, and that Rindskopf's contingent liability became fixed, it is evident that about $15 of his assets would be paid to Rosenthal's individual creditors, leaving $15 only subject to be diverted from them to the payment of Rindskopf's creditors. The insignificance of this sum, as compared with the amount of individual debts to be paid, and the almost infinitesimal amount of the div idend to individual creditors to be derived therefrom, would seem to furnish a conclusive answer to the presumption of fraud sought to be drawn from the obviously tentative provision in question. It would also seem, in view of the large amount of property transferred and the trivial value of that which might be improperly paid out, that the maxim De minimus non curat lex might well have been ap plied and held to control the determination of the case. Empire City Bank, 18 N. Y. 200; Colman v. Shattuck, 62 N. Y. 363; Ross v. Hardin, 79 N. Y. 84-93. We conclude, therefore, upon this branch of the case, upon a consideration of the whole evidence, that, within the authorities cited below, every inference of fraud derivable from the provisions referred to, was effectively answered. Bogert v. Haight, Turner v. Jaycox, Hazard v. Dimon, and Hurlbert v. Dean, supra. We are also of the opinion that the provisions of this assignment, if fairly construed and enforced according to their natural meaning and import, would not occasion an illegal disposi |