In re Paige & Sexsmith Lumber Co.
| Decision Date | 25 September 1883 |
| Citation | 16 N.W. 700,31 Minn. 136 |
| Parties | In re Paige & Sexsmith Lumber Company |
| Court | Minnesota Supreme Court |
Certiorari. The writ was issued at the instance of a resident creditor of the Paige & Sexsmith Lumber Co., to review an order of the district court for St. Louis county, denying the petitioner's motion that the company's assignee be required to add to the inventory filed in that court a large amount of personal property, specified in the motion papers and to increase his bond as assignee in proportion to the value of such personal property.
J. D Ensign, for the assignee.
The Paige-Sexsmith Lumber Company was an association having its principal place of business in the state of Wisconsin. It assumed to be a corporation organized under the laws of that state, and was doing business as a corporation. It is claimed by the relator that the association was not legally incorporated. Two of the four members comprising the association resided in Wisconsin, the other two in Minnesota. The principal place of business was in Wisconsin. The company owned a large amount of real and personal property in both states. In April, 1883, the company being in embarrassed circumstances, general assignments were made, in Wisconsin, of its property, to certain residents of that state, in trust for the benefit of its creditors. These assignments were executed, both by the corporation as such and by all the individual members composing it. The assignments were valid by the laws of Wisconsin; they were not, however, filed in this state. The actual good faith of the parties is not questioned. Subsequently, assignments were made in this state, by the corporation and by its members, of all its property, to a resident of this state.
The question to be considered is as to whether the assignments in Wisconsin are to be regarded as having transferred to the assignees therein named the personal property situated in this state. The controversy is as to whether the assignee under the subsequent Minnesota assignment should be required to give bonds in an amount measured with regard to the value of such personal property.
A transfer of property effected only by the operation of the insolvent law of a state will not be recognized in another state as being effectual as to property in the latter state, and as against the just claims of its own citizens. The foreign law, in such a case, is accorded no extraterritorial power to divest or transfer property. Hoyt v. Thompson, 5 N.Y. 320, 352; Kelly v. Crapo, 45 N.Y. 86; Caskie v. Webster, 2 Wall. Jr. 131, 5 F. Cas. 271; Burrill on Assignments, (4th Ed.) § 303. But it is well established as a general rule that a voluntary conveyance of personal property, valid by the law of the place where it is made, passes the title wherever the property may be situated, and that such transfers, upon principles of comity, will be recognized as effectual in other states, when not opposed to public policy or repugnant to their law. This principle is applicable in the case of voluntary assignments for the benefit of creditors. Ockerman v. Cross, 54 N.Y. 29; Hanford v. Paine, 32 Vt. 442; Frazier v. Fredericks, 24 N.J.L. 162.
This is admitted by the relator to be the law, but it is claimed that the Wisconsin assignment is opposed to the express requirements of our statute, and, by the very terms of the law, is void for non-compliance with it. The statute entitled "An act to protect the creditors of assignors, and to regulate the duties of assignees," (Gen. St. 1878, c. 41, §§ 23 et seq.,) provides that "every conveyance or assignment made by a debtor or debtors of the whole or any part of their...
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