in the case of wages); because that gives the party entitled his whole debt, not a rateable part. If then the deed is to be subject to these conditions, it is void if it defeats priority, and void if it defeats distribution. So, again, with respect to sect. 229, that enables a creditor, being dissatisfied with the administration of the estate, to appeal to the Court, and therefore assumes that the estate is to be administered. I consider, therefore, that on the expressions I have already stated no doubt arises as to the construction of the statute. But, if there were a doubt, we should require strong words to defeat the right to distribution. We must therefore say that a deed which does not, in some way, refer to a distribution and winding up is void. PARKE B. I am of the same opinion. On looking at all the clauses, it appears to me that sect. 224, and the following, apply to those cases only where six sevenths of the creditors to the amount of 107. make some arrangement as to the disposal of the entire estate among the creditors. The words "arrangements by deed" (which appear for the first time, I think, in this Act of Parliament) mean strictly a putting in order. According to modern usage, they may mean agreements. But, when the question is, whether they here comprehend an agreement which may exclude the distribution of the whole estate, we should require, before adopting such a construction, stronger words than we here find following the introduction of the term "arrangements by deed." Looking at the whole of this branch of the statute, I quite concur in the opinion that what is intended is merely a distribution by consent. But, when I look at the rest, I see that where it is intended that there shall be a composition clear words are used, 66 both in what precedes and what follows this part; so that the framer of the Act knew what were the words proper for describing a composition. In the case of composition after adjudication of bankruptcy," there is to be a notice of twenty one days and a consent of nine tenths of the creditors to a certain amount, to deprive the non-consenting creditors of their right to enforce their whole debts. When it takes place, by the earlier sections, under the superintendence of the Court, there must be the consent of three fifths of the creditors to a certain amount: and then the whole takes place under the superintendence of the Court, which can satisfy itself whether the arrangement ought to be made, and which has full power of discovery, and may direct all the estate to be received by the official assignee; so that all is, in this case, under the controul of the Court. But in the case of "arrangements by deed" no means are provided for giving the general creditors knowledge; nor is there anything which can lead us to suppose that the Legislature meant to give the six sevenths of the creditors the power of binding all by a composition deed. But all is quite reasonable if we suppose that nothing is meant but an arrangement for the management of the whole property. I therefore concur with the Chief Justice of the Common Pleas in the opinion that there are no words to shew that the Legislature meant the non-assenting creditors to be bound without distribution. The six sevenths may make what arrangements they think fit for management of the estate by a trustee or by the bankrupt himself, subject to the complaint of a dissatisfied creditor. ALDERSON B. What the Legislature seems to me to have meant is, that the six sevenths may make such [1852.] TETLEY v. TAYLOR. [1852.] TETLEY v. TAYLOR. arrangements as they choose to adopt for the distribution of the whole estate according to the Act. That gives full effect to the words without inferring any improper power. MAULE, CRESSWELL and TALFOURD Js., and PLATT and MARTIN Bs., concurred. Judgment reversed (a). (a) See the next case. Tuesday, THOMAS COOPER and GEORGE COOPER against WILLIAM HENRY THORNTON. A deed signed DEBT for 150l.: 50l. for goods sold and delivered; by six sevenths of creditors to the amount of estate to trustees, if it empowers them to give back to the debtor effects to the value of 201. 50%. for money paid; and 50l. for money due on an account stated: damages 107. Plea 1. Except as to 317. 18s. 9d.: Never indebted. Issue thereon. 2. As to the said 317. 18s. 9d.: That, before and at the time of the making of the indenture after mentioned, and for six calendar months and upwards before the suspension of payment by defendant as after mentioned, defendant was a trader, to wit a grocer, liable to the bankrupt laws, and liable to become bankrupt under the bankrupt laws, and within the meaning of the statute after mentioned. That, before and at the time of making the said indenture, he was indebted to the parties of the third part to the indenture, and to divers other persons, in divers sums of money, and was unable to pay the same in full: and that defendant, before the time of making the indenture, and after the passing and coming into operation of the statute after mentioned, and after the commencement of this suit, and before the day of pleading this plea, to wit on 9th August 1852, suspended payment. And thereupon, by a certain indenture made after the commencement of this suit, and after the passing and coming into operation of "The Bankrupt Law Consolidation Act, 1849" (a), and which indenture bore date on 9th August 1852, and was made between defendant of the first part, William Curtis and William Roberts (described therein as trustees for themselves and the rest of the creditors of the defendant) of the second part, and the several other persons whose names and seals were thereunto subscribed and set as after mentioned (being respectively creditors of defendant, or the duly authorized agents of such creditors) of the third part: After reciting that defendant was justly and truly indebted unto the said parties of the second and third parts to the indenture, in the several sums of money set opposite to their respective names, in the schedule to the said indenture written, and, being unable to pay the same in full, he had proposed and agreed to assign all his estate and effects unto the said trustees for the benefit of his creditors, as thereinafter mentioned: It was witnessed that, in pursuance of the said agreement, and in consideration of the premises and 5s. of lawful &c. to defendant in hand paid by the said trustees at or before the execution of the indenture, defendant did, by the said indenture, bargain, sell, assign, transfer and set over unto the said trustees, their executors, administrators and assigns, all and every the stock in trade, goods, wares, merchandizes, household furniture, fixtures, plate, linen, china, books of account, debts, sum and (a) Stat. 12 & 13 Vict. c. 106. 1853. COOPER V. THORNTON. 1853. COOPER V. THORNTON. sums of money, and all securities for money, vouchers and other documents and writings, and all other the personal estate and effects whatsoever and wheresoever of defendant, in possession, reversion, remainder or expectancy, together with full and free possession, right and title of entry in and to all and every of the messuages or tenements and premises wherein the said several effects then were: To have and to hold the said stock in trade, and all other the estate, effects and premises thereby assigned, or intended so to be, unto the said trustees, their executors, administrators and assigns, absolutely; upon trust, nevertheless, to collect and receive, or sell and dispose of, the said thereby assigned premises, and every part thereof, either by public sale or private contract, and in one or more lot or lots with liberty to give any credit for the same, or to take any security for the purchase money or any part thereof, as to the said trustees, their executors, &c., should seem proper: and upon trust, out of the moneys to be received by virtue of the indenture, to pay all the costs and expenses of proposing, preparing, engrossing and executing the indenture, and attending or relating to the said thereby assigned premises, or the trusts thereby created; and, in the next place, to pay, retain and satisfy, rateably and proportionably, and without any preference or priority, to themselves, the said trustees, and their partners, and the other persons parties thereto of the third part, the several debts or sums set opposite to their respective names in the said schedule thereto; subject to the covenant thereinafter contained for verifying the amount thereof; and to pay the residue (if any) of the said moneys unto defendant, his executors, administrators and assigns. And it was thereby pro |