Coffin v. Douglass

Citations

• 61 Tex. 406
• 1884 Tex. LEXIS 113

Syllabus

<p>1. Assignment.— An assignment for the benefit of creditors, made under the act of March 24, 1874, which did not purport to pass title owned by the partnership making it, as well as the individual property not exempt from forced sale owned by the individuals composing the firm, cannot be sustained as a valid assignment.</p> <p>2. Same — Construed.— But when a mercantile firm in failing circumstances made an assignment, by the terms of which they conveyed to the assignee “all the wares, merchandise, stock in trade belonging to us, now in the store of Kniffin Bros, (their store), and all the warehouses used, owned and controlled by us, together with our books, accounts, notes, bills, including all properties of all kinds now owned by us, excepting only such properties as are exempt to us,” it was construed to embrace the individual property as well as that owned by the firm. It was also held:</p> <p>(1) That the surroundings of the parties may be looked to in ascertaining what they meant by the language used.</p> <p>(2) In the absence of language showing a contrary intent, the presumption will be indulged that the parties intended to make an assignment valid in law,</p> <p>(3) The instrument stipulated for the release of the separate debts of each partner as well as partnership debts, and this could not have been intended if the purpose was only to assign partnership assets.</p> <p>3. Cases reviewed.— The cases of Von Wettberg v. Carson, 44 Conn., 289; Hanson v. Paige, 3 Gray, 242, and Malcolm v. Hodges, 8 Md., 418, reviewed, and other authorities found in the opinion cited.</p>