be kept in mind that we are now dealing with cases where the seller intended to sell and to sell to the particular purchaser, though his consent was induced by fraud, and not with cases where he did not intend to sell or did not intend to sell to the person who obtained the goods. In such cases, as has been seen, not even a bona fide transferee will acquire title.1

§ 924. Assignees, mortgagees, creditors, etc.-Among the transferees from whom the seller may recover are the purchaser's assignee or receiver in bankruptcy or insolvency, cred

ments are wanting, the vendor, seasonably pursuing his legal right, may have his property." Barnard v. Campbell (1874), 58 N. Y. 73, 17 Am. R. 208. Seller cannot reclaim against a bona fide purchaser for value without notice who has bought the goods from the original vendee. Rowley v. Bigelow, 12 Pick. (Mass.) 307, 23 Am. Dec. 607; Root v. French, 13 Wend. (N. Y.) 570, 28 Am. Dec. 482; Wineland v. Coonce, 5 Mo. 296, 32 Am. Dec. 320; Saltus v. Everett, 20 Wend. (N. Y.) 267, 32 Am. Dec. 541; Jennings v. Gage, 13 Ill. 610, 56 Am. Dec. 476; Sinclair v. Healy, 40 Pa. St. 417, 80 Am. Dec. 589; Fawcett v. Os born, 32 Ill. 411, 83 Am. Dec. 278; Le Grand v. National Bank, 81 Ala. 123, 1 S. R. 460, 60 Am. R. 140; Kern v. Thurber, 57 Ga. 172; Old Dominion St. Co. v. Burckhardt, 31 Gratt. (Va.) 664; Williamson v. Russell, 39 Conn. 406; Peninsular Stove Co. v. Ellis, 20 Ind. App. 491, 51 N. E. R. 105; Moyce v. Newington, L. R. 4 Q. B. Div. 32; Kingsford v. Merry, 11 Ex. 577.

But seller may recover from any one not a bona fide purchaser for value without notice. See cases cited supra; Redpath v. Brown, 71 Mich. 258, 39 N. W. R. 51; Caldwell v. Bowen, 80 Mich. 382, 45 N. W. R. 185;

Edson v. Hudson, 83 Mich. 450, 47 N.
W. R. 347; McGraw v. Solomon, 83
Mich. 442, 47 N. W. R. 345: Schloss v.
Feltus, 96 Mich. 619, 55 N. W. R. 1010;
Webster v. Bailey, 40 Mich. 641; Ship-
man v. Seymour, 40 Mich. 274.

One who has bought the goods from the vendee with knowledge of his fraud or under circumstances sufficient to put a reasonably prudent man upon inquiry cannot claim protection. Sheuer v. Goetter, 102 Ala. 313, 14 S. R. 774; Hudson v. Bauer Grocery Co., 105 Ala. 200, 16 S. R. 693; Morrow Shoe Mfg. Co. v. New England Shoe Co., 57 Fed. R. 685, 60 id. 341, 6 C. C. A. 508, 8 C. C. A. 652, 24 L. R. A. 417.

One member of a firm of purchasers having knowledge of the fraud, all will be charged with notice. Huthmacher v. Lowman, 66 Ill. App. 448.

Burden of proof is on the subsequent purchaser to show that he bought without notice. Starr v. Stevenson, 91 Iowa, 684, 60 N. W. R. 217; Standard Oil Co. v. Meyer Bros. Drug Co., 74 Mo. App. 446.

1 See ante, § 888.

2 Donaldson v. Farwell, 93 U. S. 631; Singer v. Schilling, 74 Wis. 369, 43 N. W. R. 101; Bussing v. Rice, 2 Cush. (Mass.), 48; Clark v. Flint, 22 Pick.

itors who have seized the goods upon attachment or execution against the buyer,' pledgees, mortgagees or assignees in security or payment of an antecedent debt, unless they have at the time parted with value, released securities or otherwise changed

their position to their prejudice in reliance upon the vendee's apparent power so to transfer the goods to them.1

Where the purchaser's transferee has only partly paid for the goods he can be deemed a bona fide purchaser simply to the extent of his payments made in good faith and before notice.? $925. Following proceeds as a trust fund. The seller may not only recover the goods themselves or their value from the original purchaser or those who stand in his place, but he may, in many cases, where the goods themselves have passed into the hands of a bona fide holder, recover their proceeds from the estate of the purchaser. He may do this, as a rule, in accordance with well-established principles in equity, wherever he can trace and identify the proceeds, and until they come into the hands of a holder whose equities are greater than his own. Thus, in the leading case upon this question,' it appeared that the fraudulent vendee, soon after selling part of the goods to bona fide purchasers, had made an assignment for the benefit of creditors. The residue of the goods and the

the seed at the time, but on August 24th he purchased it without payment by fraudulent representations, from Barnard & Co., and sent it to Campbell & Co. On August 27th, Jeffries failed, not having paid Barnard & Co. for the seed, and they replevied it from Campbell & Co. Held, that they were entitled to recover it. See s. C., 55 N. Y. 456, 14 Am. R. 289.

1Spira v. Hornthall (1884), 77 Ala. 137; Barnard v. Campbell (1874), 58 N. Y. 73, 17 Am. R. 208.

Payments or advances made upon the goods, in good faith at the time of the transfer, are of course protected. Kingsford v. Merry, 11 Ex. 577: Babcock v. Lawson, L. R. 4 Q. B. Div. 394; Moyce v. Newington, id. 32. 2 Schloss v. Feltus, 96 Mich. 619, 55 N. W. R. 1010; Dixon v. Hill, 5 Mich. 404; Kohl v. Lynn, 34 id. 360; Webster v. Bailey, 40 id. 641; McGraw v.

Solomon, 83 id. 442; Hoffman v. Strohecker, 7 Watts (Pa.), 86, 32 Am. Dec. 740; Union Canal Co. v. Young, 1 Whart. (Pa.) 410, 30 Am. Dec. 212; Mill Co. v. Finley (Tex. Civ. App.), 34 S. W. R. 311.

3 American Sugar Refining Co. (plaintiff) v. Fancher (assignee) (1895), 145 N. Y. 552, 40 N. E. R. 206, 27 L. R. A. 757.

The seller can follow identified proceeds into the hands of a corporation to which fraudulent vendee has transferred his assets without consideration. Sheffield v. Mitchell, 31 App. Div. (N. Y.) 266, 52 N. Y. Supp. 925. He may also recover what he can identify in the hands of the vendee's administrator (Howell v. Berger, 19 N. Y. Misc. 315, 44 N. Y. Supp. 259), or his assignee for creditors. Phoenix Milling Co. v. Anderson, 78 Ill. App. 253.

claims for the part sold came into the possession of the assignee. The purchaser rescinded the sale, replevied the goods not sold and demanded the proceeds of those sold. The assignee, however, collected these demands, and the seller brought this action to recover the proceeds. "The identification of the proceeds sought to be reached was complete and unquestioned," and the seller was permitted to recover.

§ 926.." An assignee for creditors," said the court, "is not a purchaser for value, and stands in no other or better position than his assignor, as respects a remedy to reach the proceeds of the sales." "It is claimed that the general creditors of the firm will be prejudiced if the plaintiff is allowed to prevail, and that he will thereby acquire a preference over the other creditors of the insolvent firm. But general creditors have no equity or right to have appropriated, to the payment of their debts, the property of the plaintiff or property to which it is equitably entitled as between it and the original purchaser."

§ 927.. But in a somewhat similar case1 it appeared that, before the seller rescinded, the goods had not only been sold but the identity of their proceeds entirely lost; it was held, applying the same principles, that equity would not declare the whole of the insolvent's estate to be a trust fund and impress upon it a lien for the seller's benefit to the exclusion of the other creditors of the insolvent.

$928. Necessity of demand before action.-The fraudulent vendee obtains possession of the goods wrongfully, and as to him, therefore, except where there is consideration to be previously restored, no formal notice of rescission or demand for the goods is necessary before beginning action for their recovery. The suit itself is a sufficient notice and demand."

1 Farwell v. Kloman (1895), 45 Neb. out a previous demand. Such de424, 63 N. W. R. 798.

2 "We think the plaintiffs were entitled to maintain their action with

mand and a refusal to deliver are evidence of conversion when the possession of the defendant is not tor

The same rule has been applied also to those who have obtained the goods from such vendee with notice of the fraud or without parting with value for them, upon the ground that they stood in no better or different situation than the vendee. himself.1 Other cases, however, have held that if before rescission the property had been transferred even to one who had paid no value, as, for example, to the vendee's assignee for the benefit of creditors, a demand is necessary because the possession of the transferee was lawful.'