This was an interpleader issue, the sole question being whether the execution creditors or the claimants (who were the trustees under an assignment for the benefit of creditors of the property of the debtor, William Beedom) were entitled to certain monies in the hands of the sheriff, representing certain goods which had been seized under a writ of fi. fa. The deed of assignment contained the following clauses: (a) "It is hereby declared that no creditor whether scheduled under these presents or not shall be entitled to any benefit under these presents unless he shall signify to the trustees his assent to these presents within three months from the date of registration of these presents, he having had actual notice of these presents; (b) "And further that the trustees may at any time call upon any creditor to assent, and inform him that he will be excluded if he do not assent within seven days, and may by notice to such creditor not assenting exclude him from all benefit thereunder, but the trustees shall have power in their discretion to revoke and recall any such exclusion, and to admit any such creditor to the benefit of these presents upon subsequently receiving assent thereto. the trustees shall have no power to admit any creditor who does not assent within the before-mentioned period of three months." The execution creditors were invited to assent to the deed, but had refused. But The County Court Judge held that this was not a deed for the benefit of all the creditors, and that consequently it required registration as a bill of sale, and gave judgment for the execution creditors. The trustees appealed. Corner, for the trustees: The deed is for the benefit of all the creditors: Paine v. Matthews (1), Ashford v. Tuite (2). The respondents were asked to assent to the deed, but refused; it would be a great hardship if a small and cantankerous creditor should be able to upset a deed of this kind. Cavanagh, for the execution creditors: The County Court Judge was right. All the creditors are not (1) 53 L. T. 872. (2) 7 Ir. C. L. 91 (1857). included, but are excluded if they do not assent within three months. The deed is therefore bad. [He referred to General Furnishing Co. v. Venn (3), Ex parte Morgan (4), Dewhurst v. Kershaw (5).] Corner, in reply. LAWRANCE, J. The conclusion I have arrived at, though not without some difficulty, is that the County Court Judge took a wrong view in this case. The question we have to consider is whether this deed is an exception within section 4 of the Bills of Sale Act, 1878. It was an assignment for the benefit of creditors. It is said that it is invalid because it excludes certain persons from the benefit of it. The last paragraph of the deed is as follows: "The trustees shall have no power to admit any creditor who does not assent within three months of the date of the deed." It is said this is not for the benefit of all the creditors. It is clear from the cases cited to us that if any of the creditors of the person who makes the deed are excluded, or if any benefit is given to one more than to another, the deed would be invalid. Are the creditors here all placed on the same footing, and have they all equal power to come in if they choose? If so the deed is a good one. It is said the time is limited to three months, and that thereby creditors may be excluded. I think the Irish case of Ashford v. Tuite (2) is an authority against that contention. There the period was one month, and it was held the deed was good and did not require registration under the Bills of Sale Act. Our attention has been called to other cases, and the result of them all seems to show that this deed is a good one, and is for the benefit of all the creditors. The deed says further that "the trustees shall have no power to admit any creditor who does not assent within the before-mentioned period of three months." In my judgment, that is not sufficient to make this deed invalid. The judgment of the County Court Judge must be reversed. KENNEDY, J.: I have come to the same conclusion. I think the (3) 2 H. & N. 153; 32 L. J. Ex. 220; 11 W. R. 756. (5) 11 W. R. 315. M.-VOL. II. point is one which deserves the very full and careful argument it has received. If the deed is not one which is for the benefit of all the creditors of the person making or giving the same, it requires registration as a bill of sale under the Bills of Sale Act, 1878. In other words if the deed excludes any particular class of creditors, or any creditor named, it is not within the exceptions mentioned in section 4. "For the benefit of all the creditors" does not imply that a man can have a benefit forced upon him. He must assent to it. Therefore, it seems to me, if you have a deed which gives the benefit of the assignment to every creditor who chooses to avail himself of it, and which provides that no creditor shall be excluded, or rather shall exclude himself without having notice of the deed, such a deed is for the benefit of all the creditors. In other words every creditor before any time limit runs against him has the opportunity of coming in and taking the benefit of the deed. Can a deed which satisfies that test be said either to exclude any class or set of creditors, or not to provide that any creditor should not obtain the benefit of the deed if he desires it? The deed before us. does contain a time limit, and if that time limit had not been accompanied with a provision that the time limit was subject, in so far as it could affect the creditor's rights, to notice, I will not say what view I should take of this case. If, for example, the deed provided simply that "no person should come in at a date later than three months from these presents," it would be a very different question from that which is before us. Here it is provided that no creditor whether scheduled to the deed or not shall be entitled to any benefit under the deed unless he shall signify to the trustees his assent to the deed within three months, he having had actual notice of the deed. It is clear, therefore, that nobody is excluded who does not wish to be excluded. The County Court Judge wrongly held that the deed excluded creditors because there was a time limit, although he pointed out that it was a time limit with notice. It was suggested during the argument that a creditor might only receive notice at the last hour of the three months, and that he would then not have time to assent. I doubt very much if a creditor in such a case could be excluded provided he used all due diligence. The notice must be reasonable, and such notice that a man could reasonably act upon for the purpose of performing There is, therefore, the act notice to perform which he received. no exclusion of any class of creditors under this deed, and I should be prepared to decide this upon that principle without any reference to authority at all. It is not said that there is any decision on this section of the Bills of Sale Act which is contrary to the view which I am seeking to express. There is a considered decision in the Irish case of Ashford v. Tuite (2), which is very much in point. There it was held that a deed was for the benefit of creditors which provided that it was to be for the benefit of those who should execute it within one calendar month from the date thereof. It might truly be said that that was exclusion. It does not even provide for notice. It was held, however, that it was a good assignment for the benefit of creditors generally. It was suggested during the argument that there were dicta in the case of the General Furnishing Co. v. Venn (3) contrary to the decision in the Irish case. I do not see anything in that case contrary to the principle which I have endeavoured to state, and which seems to have been followed in the case of Ashford v. Tuite (2). Under these circumstances this appears to me to be an assignment which is intended for the benefit of all creditors in the only sense in which a deed, which a creditor need not accept, can be. I am, therefore, of opinion that the County Court Judge was wrong, and that his judgment must be reversed. Appeal allowed; leave to appeal given. Solicitors: J. B. Matthews, Worcester, for the Appellant. S. M. IN RE SATTERTHWAITE, EX PARTE THE TRUSTEE. 1895, February 17. VAUGHAN WILLIAMS, J. Bankruptcy-Post-nuptial Settlement - 66 Apparent possession” —Husband and Wife living together-Bills of Sale Act, 1854 (17 & 18 Vict. c. 36), ss. 1, 7. Chattels settled by a husband on his wife by post-nuptial settlement, and being in a house which is the matrimonial domicil at the date of the husband's bankruptcy, are not in the apparent possession of the husband within the meaning of the Bills of Sale Act, 1854, though the settlement is not registered under that Act, if the possession is consistent with the trusts of the settlement. THIS was a motion by the trustee in the above bankruptcy for an order that an indenture of settlement dated 22 January, 1878, and made between the bankrupt of the one part, and C. J. Russell and C. Hayward-trustees of the said settlement of the other part, and comprising, inter alia, certain furniture, be declared void as against the said trustee under the provisions of the Bankruptcy Acts, 1883 to 1890, and the Bills of Sale Act, 1854, the same not being a duly registered bill of sale. The indenture of settlement in question was a post-nuptial settlement, and by its provisions the furniture now claimed was assigned by the husband-the present bankrupt-to trustees upon trust for the wife absolutely. By an earlier settlement, also postnuptial, made in 1865, the husband had assigned a leasehold house-Springfield-at Kingston, Surrey, to trustees upon similar trusts for the benefit of his said wife absolutely. The furniture in question was at this house which the wife had occupied continuously under the trusts of the settlement, the trustees paying the rent. The evidence showed that the husband-Mr. Satterthwaite-lived with his wife at Springfield down to the date of his bankruptcy, but his wife, who had separate property, kept up the house, paid wages, and in particular dealt with the furniture as her own, selling some articles, and buying others out of her own pocket, or getting them repaired. The settlement was originally registered under the Bills of Sale Act, 1854, but had not been re-registered. The hus |