This is a suit in equity. The object of the bill is to set aside a deed to certain lands in the county of Lauderdale in this State, made by Bailey to Sledge, on account of fraud, or to have the same declared a general assignment, for the benefit of all the creditors of the grantor. The bill was amended, and the case was submitted for final decree on the bill as amended, the answers of the defendants, the exhibits and proofs. The learned chancellor rendered his decree in favor of the defendants in the court below, and dismissed the bill, with costs. Erom this decree the complainants bring the case here and assign this decree as error.
There was a demurrer to the original bill before its amendment, because the suit had been commenced in an improper district, but the amended bill obviated this objection, by introducing a party to the proceedings who was a material defendant and resident in the district in which the bill was filed. This was sufficient. — Revised Code, §§ 3326, 3356.
The question, then, turns upon the merits of the case as presented by the pleadings and the proofs. It is admitted that the complainants in the court below are bona fide creditors of said James J. Bailey, and that said Bailey, being indebted to said creditors, on the 20th or 15th day of August, in the year 1865, executed a deed to certain lands to William H. Sledge, who was his brother-in-law. Bailey’s wife joined him in said deed. The consideration mentioned in this deed is “forty-two hundred dollars, cash in hand paid” by Sledge to Bailey. The deed is made an exhibit to the bill. It is in form an absolute sale of the
It has already been shown that the deed by Bailey and wife to Sledge, of the 20th or 15th day of August, 1865, was an absolute sale on its face. There is no proof to show that it is different from what it purports to be. The terms “general assignment,” used in our statute, are not intended to include an absolute sale by a debtor to his creditor to pay a subsisting debt. 'This would deny to the debtor the right to sell his property at all, if he owed any debts, save that for which the property was sold. The language of the Code is this: “ Every general assignment made by a debtor, by which a preference or priority of payment is given to one or more creditors, over the remaining creditors of the grantor, shall be and enure to the benefit of all the creditors of the grantor equally.” — Rev. Code, § 1867. This language keeps up the distinction between a sale and an assignment for special purposes, between an assignee and a purchaser. And this distinction can not be dispensed with, without making an insolvent’s debts a hen upon his estate and subjecting it to their payment. If it is disregarded, it paralyzes and suspends the insolvent’s power of disposition over his property, with scarcely less completeness than death itself. — Revised Code, § 2060. This distinction has been observed by courts in other sections of the Union, where similar expressions have been used in similar statutes.— United States v. McLellan, 3 Sum. 343, 355; Dias v. Bouchaud, 10 Paige Ch. 445, 461; Norton v. Cobb & Crawford, 20 Geo. 44, 47. There is no proof that shows that the deed by Bailey to Sledge was not what it purports to
Tbe decree of tbe court below is, therefore, affirmed, with costs. '