county) do certify that

whose name (or names) is (or

are) signed to the writing above (or hereto annexed) bearing has (or have) this day acknowl

date on the

day of

day of

edged the same before me, in my said "Given under my hand this Or, upon a certificate so written or annexed, under the official seal of any minister plenipotentiary, charge d'affairs, consulgeneral, consul, deputy-consul, vice-consul, consular agent, viceconsular agent, commercial agent, or vice-commercial agent, appointed by the government of the United States to any foreign country, or of the proper officer of any court of such country, or of the mayor or other chief magistrate of any city, town or corporation therein, that the said writing was acknowledged by such person, or proved as to him by two witnesses, before any person having such appointment, or before such court, mayor, or chief magistrate. If the acknowledgment be before a notary without the State, he shall certify the same under his official seal. (Code 1916, c. 73.)

§ 37. Remedies on contracts: form of action at law. An action of debt or assumpsit may be maintained on any note or writing, whether sealed or not, by which there is a promise, undertaking, or obligation to pay money, if the same be signed by the party who is to be charged thereby, or his agent. That an action of trespass on the case in assumpsit may be brought in all cases to recover damages for the breach of any contract sealed or unsealed, express or implied. (Code 1916, c. 99.)

§ 38. Same: judgment; interest; damages. Upon any such note which, on its face, is payable at a particular bank, or at a particular office thereof for discount and deposit, or at the place of business of a savings institution, or savings bank, and upon any bill of exchange, whether such note or bill be payable in or out of this State, if the same be protested, an action of debt or assumpsit may be maintained, and judgment given jointly against all liable by virtue thereof, whether drawers, endorsers, or acceptors, or against any one or any intermediate number of them, for the principal and charges of protest, with interest thereon from the date of such protest; and in the case of such bill, for the damages also. (Code 1916, c. 99.)

§ 39. Writings payable to person dead at time of execution.A bond, note or other writing to a person or persons who, or some of whom, are dead at the time of its execution, shall be as valid as if such person or persons were then alive, and may be proceeded on in the name of the personal representative of such person, or the survivors or survivor, or the representative of the last survivor of such persons. (Code 1916, c. 99.)

§ 40. Liability of estates of joint obligors.-The representative of one bound with another, either jointly or as a partner, by judgment, bond, note, or otherwise, for the payment of a debt, or the performance or forbearance of an act, or for any other thing, and dying in the lifetime of the latter, may be charged in the same manner as such representative might have been charged, if those bound jointly or as partners, had been bound severally as well as jointly, otherwise than as partners. (Code 1916, c. 99.)

§ 41. Assignments; action by assignee; defenses; joinder of causes of action. The assignee of any bond, note, account, or writing, not negotiable, may maintain thereupon any action in his own name, without the addition of "assignee," which the original obligee or payee might have brought; but shall allow all just discounts, not only against himself, but against the assignor, before the defendant had notice of the assignment. In every such action the plaintiff may unite claims payable to him, individually, with those payable to him as such assignee. Any such assignee may recover from any assignor of such writing; but only joint assignors shall be joined as defendants in one action, and a remote assignor shall have the benefit of the same defense as if the suit had been instituted by his immediate assignee. (Code 1916, c. 99.)

§ 42. Remedies in equity.-A court of equity shall not have jurisdiction of a suit upon a bond, note, or writing, by an assignee or holder thereof, unless it appear that the plaintiff had not an adequate remedy thereon at law. (Code 1916, c. 99.)

§ 43. Limitation of actions. Every action to recover money, which is founded upon an award, or on any contract other than a judgment or recognizance, shall be brought within the following number of years next after the right to bring the same shall

have accrued, that is to say: If the case be upon an indemnifying bond taken under any statute, or upon a bond of an executor, administrator or guardian, curator, committee, sheriff or deputy sheriff, clerk or deputy clerk, or any other fiduciary or public officer, within ten years; if it be upon any other contract by writing under seal, executed before the first day of April, one thousand eight hundred and sixty-nine, within twenty years; but if executed on or after that day, within ten years; if it be upon an award, or upon a contract by writing, signed by the party to be charged thereby, or by his agent, but not under seal, within ten years; and if it be upon any other contract, within five years, unless it be an action by one party against his copartner for a settlement of the partnership accounts, or upon accounts concerning the trade of merchandise between merchant and merchant, their factors or servants, where the action of account would lie, in either of which cases the action may be brought until the expiration of five years from a cessation of the dealings in which they are interested together, but not after. (Code 1916, c. 104.)

§ 44. Acts void as to creditors; bona fide purchasers.-Every gift, conveyance, assignment, or transfer of, or charge upon, any estate, real or personal, every suit commenced, or decree, judgment, or execution suffered or obtained, and every bond or other writing given, with intent to delay, hinder, or defraud creditors, purchasers, or other persons, of or from what they are or may be lawfully entitled to, shall as to such creditors, purchasers, or other persons, their representatives or assigns, be void. This section shall not affect the title of a purchaser for valuable consideration, unless it appear that he had notice of the fraudulent intent of his immediate grantor, or of the fraud rendering void the title of such grantor. (Code 1916, c. 74.)

$45. Definition of "transfer" and "charge;" voluntary conveyance; transfers or preferences by insolvents; suits to set aside; limitations. In this section the word "transfer" shall be taken to include every gift, sale, conveyance and assignment, and the word "charge" shall be taken to include every confessed judgment, deed of trust, mortagage, lien and incumbrance. Every transfer or charge which is not upon consideration deemed valuable in law, shall be void as to creditors whose debts shall have been contracted at the time it was made; but shall not upon that

account merely be void as to creditors whose debts shall have been contracted, or as to purchasers who shall have purchased after it was made; and though it be decreed to be void as to a prior creditor, because voluntary, it shall not for cause be decreed to be void as to subsequent creditors or purchasers. Every transfer or charge made by an insolvent debtor attempting to prefer any creditor of such insolvent debtor or to secure such a creditor or any surety or indorser for a debt to the exclusion or prejudice of any other creditor, shall be void as to such preference or security, but shall be taken to be for the benefit of all creditors of such debtor, and all the property so attempted to be transferred or charged shall be applied and paid pro rata upon all the debts owed by such debtor at the time such transfer or charge is made, Provided, That any such transfer or charge by an insolvent debtor shall be valid as to such preference or priority unless a creditor of such insolvent debtor shall institute a suit in chancery within one year after such transfer or charge was made to set aside and avoid the same and cause the property so transferred or charged to be applied toward the payment pro rata of all the debts of such insolvent debtor existing at the time such transfer or charge is made, subject, however, to the provision hereinafter contained with reference to creditors uniting in such suit and contributing to the expenses thereof. But if such transfer or charge be admitted to record within eight months after it is made, then such suit to be availing must be brought within four months after such transfer or charge was admitted to record. Every such suit shall be deemed to be brought in behalf of the plaintiff and all other creditors of such insolvent debtor, but the creditor instituting such suit or proceeding, together with all creditors of such insolvent debtor, who shall come into the suit and unite with the plaintiff before final decree and agree to contribute to the costs and expenses of said suit, shall be entitled to have their claims first paid in full pro rata out of the property so transferred or charged, in preference to any creditor of such debtor who shall before final decree decline or fail to so unite and agree to contribute to the costs and expenses of said suit, but not in preference to such creditor as may attempt to sustain the preference given him by such transfer or charge; Provided further, That nothing in this section shall be taken to prevent the making of a preference as security for the payment of purchase money or a bona fide loan of money or other bona fide debt

contracted at the time such transfer or charge was made or as security for one who at the time of such transfer or charge becomes an indorser or surety for the payment of money then borrowed; Provided further, That nothing in this section contained shall be taken to affect any transfer of bonds, notes, stocks, securities or other evidences of debt in payment of or as collateral security for the payment of a bona fide debt or to secure any indorser or surety whether such transfer is made at the time such debt is contracted or indorsement made or for the payment or security of a pre-existing debt. (Code 1916, c. 74.)

§ 46. Loan, sale or other transfer of chattels; recordation of reservation of title. Where any loan of goods or chattels is pretended to have been made to any person with whom, or those claiming under him, possession shall have remained five years without demand made and pursued by due process of law on the part of the pretended lender, or where any reservation or limitation is pretended to have been made of a use or property, by way of condition, reversion, remainder, or otherwise, in goods or chattels, the possession whereof shall have so remained in another as aforesaid, the absolute property shall be taken to be with the possession, and such loan, reservation or limitation, void as to creditors of, and purchasers from, the person so remaining in possession, unless such loan, reservation, or limitation, be declared by will, deed or other. writing, duly recorded. And if any sale be made of goods and chattels, reserving the title until the same is paid for, or otherwise, and possession be delivered to the buyer, such reservation shall be void as to creditors of, and purchasers without notice from, such buyer, unless a notice of such reservation be recorded in the office of the clerk of the county court of the county where the property is, or in case said goods and chattels consist of engines, cars or other rolling stock or equipment to be used in or about the operation of any railroad, unless such notice be recorded in the office of the secretary of state, who in such case shall record the same in a book to be kept for the purpose, and be entitled to a fee of five dollars for so doing. (Code 1916, c. 74.)

§ 47. Sale of merchandise in bulk; when fraudulent; duties of seller and buyer. The sale in bulk of any part or the whole of a stock of merchandise otherwise than in the ordinary course. of trade and in the regular and usual prosecution of the seller's