the decree of a court where the title was being litigated at the time of the purchase, would apply where the property transferred was personal instead of real, except in the case of negotiable paper. It is true, that the purchaser is less likely to undertake the investigation of records, to ascertain his grantor's title when he purchases chattels. The title to personal property prima facie accompanies the possession. Its ownership is not to such an extent the creature of municipal law as that of real estate.

On the other hand, if movables might in all instances be safely transferred pendente lite, the purposes of the suit might be more easily defeated or delayed, than where the matter in controversy was the title to real estate. Manual possession of the thing being the object of the suit, the readiness with which the chattel might be transferred renders a decree for its delivery in specie sufficiently difficult of execution; and if actual notice of the pendency of the suit were required in order to charge the purchaser, the transitory nature of the property would render evasion of the law still easier of accomplishment.

The possible harshness of the operation of this rule, though frequently acknowledged by learned judges, has not deterred them from adhering to it as the only safe doctrine. Lord Hardwicke, in Garth v. Ward, 2 Atk. 174-5, says: "A decree dismissing a bill of redemption would operate equally in favor of the mortgagee against any person to whom the mortgagors should, during the pendency of that suit, convey, as against himself.

*

So in the case of a mortgagor who comes here for redemption, if, during such suit, he should assign the equity of redemption, and, in the final hearing of the cause, there should be a decree against the mortgagor, will not the assignee of the equity of redemption be bound by this decree?"

The above case is cited in Bishop of Winchester v. Paine, 11 Ves. Ch. 194. In the last mentioned case it was decided that where, during the pendency of a suit to foreclose a mortgage, the mortgagor executed a second mortgage upon the same premises, such subsequent mortgagee did not become a necessary party to the suit; and that, where the mortgagor died while the suit was still pending, it was not necessary, on reviving the suit against his representatives, to make parties of mortgagees or purchasers who became such after the original institution of the suit. Martin v. Stiles, cited in Bishop of Winchester v. Paine, supra, is perhaps as strong a case in favor of the doctrine as could well be imagined. There the bill was filed in 1640, and the case abated by death of one of the parties in 1648; the purchase was in 1651, and the bill of review filed in 1662. The decree-1663held that the apparent laches was excused by the wars prevailing at the time, and that the purchaser, while the suit was in abeyance, was bound. This matter was again before the court in Style v. Martin, 1 Ch. Ca. 150; but the result reached in the former case was left unchanged.

In the early English cases of Sorrel y. Carpenter, 2 P. Williams, 482, Worsley v. Earl of Scarboro,

3 Atk. 392, Walker v. Smallwood, Amb. 676, Lowther v. Carlton, 2 Atk. 242, Self v. Madox, 1 Vern. 459, Finch v. Newhaus, 2 Id. 216, it is uniformly held that every purchaser, pendente lite, even for a valuable consideration and without actual notice, will be bound by the decree, if the suit is one intended to affect the title to the property purchased, whether it be to charge it with debts, to foreclose a mortgage, or is a bill to establish a will and perpetuate testimony, or a proceeding by injunction, or otherwise. Garth v. Ward,

supra.

One of the earliest, if not the first, of the cases in which this doctrine was unequivocally adopted by our American courts, was that of Murray v. Ballou, 1 Johns. Ch. 566. In that case, the suit pending at the time of the purchase was against a trustee, charging him with breach of trust, praying that his authority as such might cease, and that he be enjoined from the sale or use of any lands or securities held by him in trust. Chancelor Kent, in deciding that the purchaser pendente lite was bound, seems to rest his adhesion to the doctrine of some of the early English cases, cited above, more upon the authority of precedent than upon principle. Still, his defense of the rule upon the ground of necessity indicates that, had the case been one of first instance, he would not have decided it differently.

Since the case of Murray v. Ballou, the English doctrine has become quite generally adopted throughout the United States, in courts of equitable jurisdiction, both State and Federal. It has, however, been carefully restricted in its application. Norton v. Birge, 35 Conn. 258; King v. Bell, 28 Id., 598; Ray v. Roe, 2 Blackf. 258; Green v. White, 7 Blackf. 242, 11 Ind. 443; Ferrier v. Buzick et al., 6 Ia. 258. It is held not to apply where the court has not jurisdiction of the thing. Carrington v. Brent's Heirs, 1 McL. 167; s. c. 9 Pet. 86. Nor until after the service of process, or publication of the orders. Fowler v Byrd, Hemst. 213; Metcalf et al. v. Smith's Heirs, 40 Mo. 572; Samuels v. Shelton, 48 Mo. 444; Bailey et al. v. McGinniss et al., 57 Mo. 362. Nor where the prosecution has not been constant and continued. Ferrier v. Buzick et al., supra; McGregor v. McGregor, 21 Ia. 441; Newman v. Chapman, supra; Watson v. Wilson, 2 Dana, 408; Herrington v. Herrington, 27 Mo. 560; Carter v. Mills, 30 Mo. 432; Hayden v. Bucklin, 9 Paige, 513; Clevenger v. Hill, 4 Bibb. 499; Ludlow v. Kidd, 3 Ham. 541. In the case last cited it was held that the suit was not pending between the time of dismissal and the filing of a bill of review.

In an action to recover a slave from a purchaser pendente lite, it was held that, where the plaintiff in the original suit took judgment against the defendant for the value of the slave, on account of his having been sold, he could not recover from the purchaser. Taking judgment as for a conversion of the property was a recognition of the sale and a waiver of his claim for the thing. Smith v. Brown, 9 Leigh, 293. The lis pendens only af

fects a purchaser from a party to the suit. French v. The Loyal Company, 5 Leigh, 627. Where the holder of a senior mortgage, pending a suit to foreclose a second mortgage upon part of the same land, of which he had no actual notice, released the remaining portion of the land from his mortgage, it was held that he was not affected with notice of the pendency of the suit. Stuyvesant v. Hone et al., 1 Sanf. C. R. 419. And where there is a contingent right to the property, which, during the pendency of the suit, becomes vested by the happening of the event upon which the right depends, as where there is a conditional assignment of a mortgage, and during the pendency of a suit by the assignee to foreclose, the condition of the assignment is broken and the mortgage revests, the mortgagee is not bound by the decree rendered in favor of the mortgagor. He does not occupy the position of a purchaser pendente lite. Murray v Blatchford, 1 Wend. 583.

The purchaser does not become bound as a party to the decree. He cannot be bound by a judgment to which he was not a party. The decree merely follows the property into his hands, and it is bound. Carter v. Mills, supra. But this only, when the contents of the bill are calculated to affect the title to the property; for the constructive notice is of what the bill contains, and nothing more. Griffith v. Griffith, 1 Hoff. C. R. 153; Stone v. Connelly, 1 Metc. (Ky.) 654; Ray v. Roe, 2 Blackf. 258. During the pendency of the suit, the statute of limitations will not run in favor of the purchaser, so as to defeat the lis pendens. Henly v. Gore, 4 Dana, 133. Nor will he be protected by the fact that he purchased at a sale under an execution, where the action at law upon which the execution is based was commenced subsequent to the suit in equity. Scott v. Colman, 5 Monr. 73. It is not necessary, in order to render the lis pendens effectual, that the relief granted should be the same as that prayed for in the bill, provided the suit was originally instituted to affect the property, and has been prosecuted to a decree without intermission. Turner et al. v. Babb, 60 Mo. 342; Stoddard v. Myers, 10 Ohio St. 365.

W.

COMPOSITION PROCEEDINGS.

IN RE SCOTT, COLLINS & CO.

United States District Court, Eastern District of Missouri, December, 1876.

Before HON. SAMUEL TREAT, District Judge.

1. ONLY ONE MEETING OF CREDITORS REQUIRED.-Under the Bankrupt Act of the United States, no second meeting of creditors to confirm the resolution of the first meeting is necessary, as required by the British act.

2. HEARING WHAT MAY BE HEARD.-At the hearing, of which the creditors are required to have notice, objections may be presented as to the due passage of the original resolution, the confirmatory signatures, and what is for the best interest of all concerned.

3. WHO MAY BE HEARD.-None but unsecured creditors can be heard at the hearing. Semble, that a secured cred

itor, who does not release his security at or before the first meeting, cannot be heard.

4. PASSAGE OF RESOLUTION-DEBTOR.-Notice to the creditors having been given, the required number of unsecured creditors assembled at the first meeting called may pass the resolution. If a secured creditor wishes to vote he must first relinquish his security. The debtor must ap pear and submit the statement required. As no other formal meeting of the creditors is required, he is not bound to appear at the hearing, to again submit his statement. 5. HEARING-WHAT COURT MUST DECIDE.-The resolu tion purporting to have been previously passed, together with the debtor's statement, having been presented to the court, a hearing will be ordered on notice. At this hearing it must be decided whether such resolution was duly passed and the needed confirmatory signatures obtained, and, if proved to the satisfaction of the court, the court must then be satisfied that the terms, etc., are for the best interest of all concerned.

6. SIGNATURES TO RESOLUTION.—It is not necessary that the confirmatory signatures shall be attached to the resolution at the first meeting; but they must be attached before, or at, the hearing. They are essential to make the resolution operative.

7. MEETING TO VARY ORIGINAL PROPOSITION-WHEN MUST BE HELD.-It is the intent of the bankrupt act that a meeting for the purpose of adding to or varying the original proposition should follow the recording, etc., of the former resolution. But, semble, that if after the first meeting, and before the hearing, the debtor agrees to enlarge his offer, the court may inquire into it. The proposed advance in the percentage is only demonstrative of the fact that the original proposition, whether confirmed or not by the needed signatures, is not for the best interest of the creditors.

8. CREDITOR'S NAME ON LIST-EVIDENCE.-The fact that a debtor has placed the name of a creditor on his list, does not, prima facie, establish that he is a creditor. The creditor must prove himself to be such in the formal manner required by the statute and the general orders. In involuntary proceedings, however, the petitioning creditors, on whose motion an order to show cause has been issued, are not bound to prove anew, and in another and more formal manner, that they are such creditors, at a meeting for composition.

9. THE REGISTER IS AN OFFICER of the court, and as such, he cannot act independently of its judgments or decrees, but must take notice of them.

10. ATTORNEY APPEARING FOR CREDITOR-DISPUTEPROCEDURE.-A duly authorized attorney appeared before the register at a composition meeting and offered to vote, as representing a creditor under a power previously given. At the same time another person, claiming to be an attorney, also appeared and produced a telegram which he stated he had just received from the principal revoking the former power, and requesting him to act in his place. Held, that it was the duty of the register to have deferred action until he could have examined, to his satisfaction, the proofs of the revocation and new appointment.

11. ATTORNEY-EVIDENCE OF AUTHORITY TO REPRESENT CREDITOR.-When an attorney, duly admitted to practice in this court, appears before the register to represent a person in interest, he must be accepted as such, unless some one puts him to proof by a rule therefor to show his authority. All others must show formal powers of attorney as prescribed by the general orders.

12. EFFECT OF OMISSION OF ASSETS IN STATEMENT.— The fact that some individual assets were omitted in the statement at the first meeting, does not render the action taken thereat void. It is for the court to decide, in the light of the facts, upon the alleged concealment of assets, and upon the failure to name all of the creditors.

13. DILIGENCE REQUIRED OF CREDITORS-While creditors should have the amplest opportunity to determine their action at each stage of the case, they must be held to the proper measure of diligence. If the provisions of the bankrupt act are to be so administered as to promote dilatory motions, its beneficence will disappear.

TREAT, J.:

This is a proceeding by creditors to have the debtors adjudicated bankrupts. The original petition, with accompanying papers, was filed July 22, 1876. Thereupon, under an order to show cause, the debtors, on August 9, 1876, filed their answer, and demanded a jury.

On September 5th they filed a petition for composition, a meeting to consider which was ordered for September 18th. The history of what ensued is set out in the report of the Register, to understand which, many supplementary facts and proceedings must be considered.

At the first meeting held for composition, certain attaching creditors appeared and claimed the right to participate therein, which claim was denied-and rightfully. See Sec. 17, of Act of 1874. These attaching creditors, unless an adjudication were had, would retain their lien as security; and, therefore, within the terms of the act might, or might not, be secured creditors, dependent on the fact whether an adjudication of bankruptcy should be had. The act contemplates that secured creditors shall not have a vote at said composition meeting unless they first relinquish their security. True, the act, in terms, refers to creditors fully secured; but that must be held to have reference solely to the value of the security compared with the amount of the debt. Hence, if the attaching creditors desired to participate in said meeting, they should have released their attachments. It seems they preferred, inasmuch as no adjudication was had, to hold their attachments; so that, if the composition were effected, they could obtain their demands in full; yet it was obvious that the debtors, who had interposed a denial of bankruptcy, could, at any moment, by consenting to the adjudication, cause the attachments and the supposed security based thereon to disappear. Thus the attaching creditors were, in a certain sense, subject to the will of the debtors. The latter denied bankruptcy, and if no adjudication followed, the attaching creditors were secured, and consequently could not be heard at the composition meeting. If the composition were effected, in that condition of affairs, without adjudication, the attaching creditors would not be disturbed in their secured demands. Still, the debtors had it in their power to cause that security, by attachment, to disappear at any instant, by consenting to adjudication. The way out of that difficulty was for the creditors to release their attachments, or for the debtors to permit adjudication to be made. No such action having been had, the first composition meeting was held and the resolution duly passed; the votes of the attaching creditors having been rightfully excluded.

The second meeting, or hearing, was then ordered, at which the attaching creditors again appeared and insisted upon entering into a protracted examination, not of the bankrupts alone, but of an indefinite number of witnesses. Application having been made to the court to determine what was the lawful course to be pursued under the then state of facts, it was held, substantially, that the attaching creditors could not, nor could the debtors, play "fast and loose;" that if the attaching creditors wished to intervene, they must assume the position of unsecured creditors; and, on the other hand, if the debtors wished to contest the allegations of bankruptcy, in good faith, whereby the attaching creditors were secured if no adjudication followed, they ought, in some way, so to appear of record. It was obvious that the respective parties were standing at bay-each holding the other at arm's length to the great injury of all others in interest, and involving an indefinite delay in the proceedings, with accumulating costs. Hence, on application to the court, it was ruled that the proceedings for the hearing should not be delayed or interrupted by the attaching creditors, unless they first released their supposed securities; nor should they or other creditors protract the investigation unnecessarily. That ruling may have been improvident from a failure to scrutinize with due accuracy the precise condition of the case as then pending. It was supposed by the court that the order

of reference to the Register required him to report, not only whether the resolution for composition had been duly passed at the first meeting, but, also, whether it had been confirmed by the required signatures, and whether the terms of the composition were for the best interest of all concerned. It seems that the order did not include either of the latter questions, as it should have done. Hence, much of the confusion and difficulty, entailing upon the Register and others a large measure of embarrassment.

Before proceeding to consider in detail any of the many exceptions to the Register's report, it is necessary to interpret carefully the provisions of the statute under which these proceedings for composition have been had.

The United States act, as to composition (1874), is, to a large extent, borrowed from the English act of 1868. The changes made must be carefully noted, in order to ascertain what Congress designed should be the proper course of proceedings in this country. It is well known, and was so pronounced by Justice Miller on this circuit, that the act of 1874 was designed to mitigate, in favor of the debtor, the rigors of the act of 1867. One of the most important amendments, by the act of 1874, related to involuntary bankruptcy, whereby it was no longer left in the power of one creditor, regardless of the wishes of all others, to force a debtor into bankruptcy. The amendatory act of 1874 required one-fourth in number of the creditors, whose demands were equal, in the aggregate, to one-third of the provable debts, to join, in order to commence involuntary proceedings. The act of 1874 permits a discharge of a voluntary bankrupt whose assets equal thirty per cent. of his debts proved, or who procures the assent of at least one-fourth of his creditors in number and onethird in value. That act, therefore, had a plain and evident intent, viz.: to put proceedings in voluntary and involuntary bankruptcy on exactly the same footing so far as the action of creditors was needed; for precisely the same requirements for a discharge in voluntary cases are exacted as for involuntary proceedings-discharges, under the latter, following, as a matter of course, so far as dependent on the assent of creditors. Thus, if the required number to force a debtor into bankruptcy choose so to do, they thus act with full knowledge that the debtor's discharge will follow, irrespective of the percentage realized from his estate. The law was thus made simple and uniform. In voluntary cases the required number assent to the discharge at the close of proceedings, and in involuntary, the same number, by instituting the proceedings, assent in advance.

So, when the provisions as to composition are considered, we find the same design to favor the unfortunate debtor. Previously, compositions had, (to be effective), to have the assent, as a general rule, of all the creditors-a rule which put it in the power of one creditor, as in the cases of involuntary bankruptcy, to thwart the wishes and interests of all other creditors and of the debtor. As to composition, however, a larger number is required than to effect involuntary bankruptcy, towit: a majority in number, and three-fourths in value of the creditors assembled, to be confirmed by the signatures of two-thirds in number and one half in value of all the creditors. This provision as to composition proceedings, furnished a large measure of relief to the debtor and assenting creditors.

It is in view of the purpose of this congressional legislation, that the act of 1874 should be interpreted, viz., that it is no longer left in the power of one creditor to force a debtor into bankruptcy, or to defeat a composition, against the wishes of all other creditors and of debtors. With these considerations in mind, it is necessary to look to the provisions of the British

Statute of 1868, and of the United States Statute of 1874, to ascertain what Congress designed should, as to composition proceedings, be the mode of action, and the rules to be observed.

A reproduction of the respective statutes, in hæc verba, in parallel columns, will show wherein Congress changed the borrowed British Statute; and in the light of the liberal purpose above suggested, what Congress intended should be the rule in this country. It must be noted that the British act contemplates composition proceedings without first commencing an action in bankruptcy, while the United States act contemplates that composition proceedings shall follow a bankruptcy suit commenced.

UNITED STATES. "That in all cases in Bankruptcy now pending, or to be hereafter pending, by or against any person, whether an adjudication in bankruptcy shall have been had or not, the creditors of such alleged bankrupt may, at a meeting called under the direction of the court, and upon not less than ten days' notice to each known creditor of the time, place, and purpose of such meeting, such notice to be personal or otherwise, as the court may direct, resolve that a composition, proposed by the debtor, shall be accepted in satisfaction of the debts due to them from the debtor."

"And such resolution shall, to be operative, have been passed by a majority in number and three-fourths in value of the creditors of the debtor, assembled at such meeting either in person OR BY PROXY,and shall be confirmed by the signature thereto, of the debtor and two-thirds in number and one-half in value

all the creditors of the debtor.

"And in calculating a majority for the purposes of a composition under this section, creditors whose debts amount to sums not exceeding fifty dollars, shall be reckoned in the majority in value, but not in the majority in number; and the value of the debts of secured creditors above the amount of such security to be determined by the court, shall, as nearly as circumstances admit, be estimated in the same way."

"And creditors whose debts are fully secured shall not be entitled to vote upon or to sign such resolution without first relinquishing such security for the benefit of the estate."

"The debtor, unless prevented by sickness, or other cause satisfactory to such meeting, shall be present at the same, and shall answer any inquiries made of him; and he, or, if he is so prevented from being at such

BRITISH.

"The creditors of a debtor unable to pay his debts may, by an extraordinary resolution, resolve that a composition shall be accepted in satisfaction of the debts due to them from the debtor."

"An extraordinary resolution of creditors shall be a resolution which has been

passed by a majority in number and three-fourths in value of the creditors of the debtor, assembled at a general meeting to be held in the manner prescribed, of which notice has been given in the prescribed manner, and has been confirmed by a majority in number and value of the creditors assembled at a subsequent general meeting, of which notice has been given in the prescribed manner, and held at an interval of not less than SEVEN days nor more than FOURTEEN days from the date of the meeting at which such resolution was first passed,"

"In calculating a majority for the purposes of a composition under this section, creditors whose debts amount to sums not exceed ing ten pounds, shall be reckoned in the majority in ralue, but not in the majority in number, and the value of the debts of secured creditors shall, as nearly as circumstances admit, be estimated in the same way, and the same description of creditors shall be entitled to vote at such general MEETINGS as in bankruptcy."

(No similar provision.)

"The debtor, unless prevented by sickness or other cause satisfactory to such meetings, shall be present at both the meetings at which the extraordinary res olution is passed, and shall answer any inquiries made

"Such resolution, together with the statement of the debtor as to his assets and debts, shall be presented to the court; and the court shall, upon notice to all the creditors of the debtor of not less than five days, and upon hearing, inquire whether such resolution has been passed in the manner directed by this section; and if satisfied that it has been so passed, it shall, subject to the provisions hereinafter contained, and upon being satisfied that the same is for the best interest of all concerned, cause such resolution to be recorded and statement of assets and debts to be filed; and until such record and filing shall have taken place, such resolution shall be of no validity. And any creditor of the debtor may inspect such

record and statement at all reasonable times."

"The creditors may, by resolution passed in the manner and under the circumstances aforesaid, add to, or vary the provisions of, any composition previously accepted by them, without prejudice to any persons taking interests under such provisions who do not assent to such addition or variation. And any such additional resolution shall be presented to the court in the same manner, and proceeded with in the same way and with the same consequences, as the resolution by which the composition was accepted in the first instance.'

"Where a debt arises on a bill of exchange or promissory note, if the debtor shall be ignorant of the holder of any such bill of exchange or promissory note, he shall be required to state the amount of such bill or note, the date on which it falls due, the names of the acceptor and of the person to whom it is payable, and any other particulars within his knowledge respecting the same; and the insertion of such particulars shall be deemed a sufficient description by the debtor in respect to such debt.

"The extraordinary resolution, together with the statement of the debtor as to his assets and debts, shall be presented to the registrar, and it shall be his duty to inquire whether such resolution has been passed in the manner directed by this section, and if satisfied that it has been so passed, he shall forthwith register the resolution and statement of assets and debts; but until such registration has taken place, such resolution shall be of no validity; and any creditor of the debtor may inspect such statement at prescribed times, and on payment of such fee, if any, as may be prescribed."

"Where a debt arises on a bill of exchange or promisory note, if the debtor is ignorant of the holder of any such bill of exchange or promissory note, he shall be required to state the amount of such bill or note, the date on which it falls due, the name of the acceptor or person to whom it is payable, and any other particulars within his knowledge respecting the same; and the insertion of such particulars shall be deemed à sufficient description of the creditor of the debtor in respect of such debt, and any mistake

inadvertently by a debtor in the statement of his debts may be corrected after the prescribed notice

ble notice, and with the consent of a general meeting of his creditors."

"Every such composition shall, subject to priorities declared in said act, provide for a pro rata payment or satisfaction, in money, to the creditors of such debtor, in proportion to the amount of their unsecured debts, or their debts in respect to which any such security shall have been duly surrendered and given up."

"The provisions of any composition made in pursuance of this section may be enforced by the court, on motion made in a summary manner, by any person interested, and on reasonable notice; and any disobe dience of the order of the court made on such motion shall be deemed to be a contempt of court."

"Rules and regulations of court may be made in relation to proceedings of composition herein provided for in the same manner, and to the same extent as now provided by law in relation to proceedings in bankruptcy."

"If it shall at any time appear to the court, on notice, satisfactory evidence, and hearing, that a composition under this section can not, in consequence of legal diniculties, or for any sufficient cause, proceed without injustice or undue delay to the creditors or to the debtor, the court may refuse to accept and confirm such com. position, or may set the same aside; and in either case, the debtor shall be proceeded with as a bankrupt, in conformity with the provisions of law, and proceedings may be had accordingly; and the time during which such composition shall have been in force shall not, in such case, be computed in calcula ting periods of time prescribed by said act."

has been given, with the consent of a general meeting of his creditors."

(No similar provision.)

"The provisions of any composition made in pursuance of this section may be enforced by the court on a motion made in a summary manner by any person interested, and any disobedience of the order of the court made on such motion shall be deemed to be a contempt of court."

"Rules of court may be made in relation to proceedings on the occasion of the acceptance of a composition by an extraordinary resolution of creditors, in the same manner, and to the same extent and of the same authority, as in respect of proceedings in bankruptcy.”

"If it appear to the court, on satisfactory evidence, that a composition under this section can not, in consequence of legal difficulties, or for any sufficient cause, proceed without injustice or undue delay to the creditors or to the debtor, the court may adjudge the debtor a bankrupt, and proceedings may be had accordingly."

A correct analysis of these statutes will show, as to the questions now before the court, the evident intent of the United States statute in changing the provisions of the borrowed British act. By the latter (British) act, two meetings of creditors are required, at each of which the debtor must appear, &c., and submit a statement of his assets, debts, &c. The United States statute, seemingly, provides that, instead of the debtor's appearance at a second meeting, with the production of his statement anew, a confirmation of the original resolution by the signatures thereto of the debtor and two-thirds in number and one-half in value of all his creditors, shall be sufficient. At the first meeting the debtor must appear, make his statement, &c., the resolution to be passed by a majority in number and threefourths in value of the creditors assembled, due notice to each creditor having been given as required by the act, which resolution must be confirmed (when?) by the signatures of two-thirds in number and one-half in value of all the creditors. The British act requiring two meetings, makes it necessary that at the first meeting a majority in number and three-fourths in value of those assembled shall assent, and so does the United States statute. The British statute calls for a second

general meeting of creditors, after due notice, at which second general meeting the confirmation must be voted for by a majority in number and value of the creditors assembled. The distinction is apparent. Under the United States statutes, as also under the British, the vote of a majority in number and three-fourths in value of creditors assembled, is necessary to pass the composition resolution at the first meeting.

At the second meeting for which the British statute provides (to be held on full notice, &c.), a majority in number and value of creditors assembled decide for confirmation. Not so under the United States statute; for it requires two-thirds in number and one-half in value of all the creditors of the debtor to confirm the composition resolution by their signatures. Why this change? Was it not the design of the United States statute to obviate the necessity and expense of the second meeting of creditors as required by the British statute, and to substitute therefor the signatures of the creditors, requiring, however, two-thirds of all the creditors, instead of those assembled? The important differences are that, under the British statute, a second meeting of creditors is required, at which a majority in number and value of those assembled can confirm; while under the United States statute, there is no second meeting of creditors to formally pass upon the confirmation. The United States statute says the resolution passed at the first meeting shall be confirmed, not by a majority in number and value of those assembled at the second meeting, but by the signatures of two-thirds in number and onehalf in value of all the creditors. Hence, under the British statutes, the creditors have two meetings, at each of which the debtor must appear with his statements; and the creditors must decide at the first meeting, by a majority in number and three-fourths in value, and at the second meeting by a majority in number and value of the creditors assembled. But by the United States statute, the same number is required for the first meeting; but instead of a second meeting, where, as under the British statute, a majority in number and value of those assembled would prevail, a confirmation by signatures is required of two-thirds in number and one-half in value of all the creditors of the debtor.

This absence of a second meeting, with its attendant costs and possible delay, is compensated under the United States statute by the fact that the signatures of two-thirds of all the creditors, instead of a mere majority of those assembled, together with a half in value, are requisite. Still, the United States statute provides that, after the first meeting, notice shall be given to all the creditors, and a hearing be had whether the composition resolution was duly passed, and that the court, if satisfied that it was so passed, and that the same is for the best interest of all concerned, cause the same to be recorded, whereby the composition becomes effective. Was this notice to the creditors for the said hearing to take the place of the second meeting under the British statute, or was the confirmation by signatures to have that effect? If the latter, why notify creditors of this hearing? The court can ordinarily determine by the record whether the resolution was duly passed, if the creditors have not, as under the British statute, a second vote upon the proposition. Why, then, the notice to the creditors of this hearing? Obviously, that they may be present and submit any objection they may have as to the validity of the first meeting and what was done thereat, and also show what they deem the best interest of all concerned may require. Unless this is the purpose of the notice, no reason therefor appears. It is, therefore, ruled as to many of the exceptions filed, based on the theory that, as under the British statute, a second meeting of creditors is necessary to be