Ridgway v. Stewart

The opinion of the Court was delivered by Kennedy, J. — The court below conceiving the deed of the 22d of March 1839, under which the plaintiffs claimed the right of possession to the goods in question to be an assignment of goods made by an insolvent debtor in trust for the benefit of his creditors, embraced by the 5th section of the Act of Assembly of the 24th of March 1818, entitled “ an Act to compel assignees to settle their accounts, and for other purposes,” (Pamph. L. 287,) instructed the jury that it was void as against the defendants, because it was not recorded in the office for recording of deeds in the county where the party making the deed resided, within thirty days after its execution. The section of the Act here referred to, declares “ that all assignments so as aforesaid to be made and executed, which shall not be recorded in the office for recording of deeds in the county in which such assignor resides within thirty days after the execution thereof shall be considered null and void as against any of the creditors of the said assignor.” The assignments here designated by the words “ so as aforesaid to be made and executed, which shall not be recorded,” &c., are thus described in the first section of the Act, “ any voluntary assignment of his (the debtor’s) estate, real, personal or mixed, or any part thereof to any person or persons in trust for the use of his creditors, or in trust for the use of such person or persons to whom such assignment may be so made, and other creditors of the said assignor, it shall and may be lawful for the Court of Common Pleas of the ■ proper county, and they are hereby authorized and required, on the application of any of the creditors of such assignor, at any time after two years from the time such assignment shall have been made, to issue a citation to such assignee, &c., commanding him, &c., to appear at a time to be appointed by the court and settle his account,” &c. It is perfectly plain from the language just incited, that the assignments required by the 5th section of the Act to be recorded within the thirty days, are those absolute transfers made [392] by debtors, in embarrassed or insolvent circumstances, of their estates to trustees for the benefit of their creditors, that is, for the purpose of being turned into money and applied by the trustees to the payment of the debts owing by the assignors. But the deed of the 22d of March 1839, under w’hich the plaintiffs claim, is an entirely different instrument. It is a mortgage of the goods described in it, and not an assignment or absolute transfer or conveyance thereof, but conditional merely. In other words, a pledge of the things therein mentioned as a security for the payment of the money therein specified, according to the stipulation therein contained. The two instruments are very different from each other in their nature; the one is an absolute, and indefeasible conveyance of the subject matter thereof, whereas the other is only conditional and defeasible. Consequently the authority and right derived from the two instruments to the grantee, are very different. Indeed it would be difficult, if not wholly impracticable, to apply to mortgages of either goods or lands, all the various provisions made by the Act of the 24th of March 1818, in regard to the assignments therein mentioned. For instance, the Court of Common Pleas of the proper county is authorized and required, upon the application of any of the creditors, after two years (which is reduced to one year by the Act of the 14th of April 1828, on the same subject,) from the execution of the assignment, to cite the assignees to appear and settle their account of the execution of the trust; and that an assignment made since the 14th of April 1828, allowing more than a year for executing the trust, was void, was declared by this Court, because contrary to the spirit and meaning of those Acts. Sheerer’s Assignees v. Lautzerheiser, (6 Watts 543). Now it seems impossible to apply this principle of these Acts to mortgages, without making every debt, to secure the payment of which a mortgage is given, payable within a year after its execution. But this would be an utter surprise upon everybody; for it has never before, I think, entered into the mind of any one, notwithstanding the passage of these Acts of Assembly, to conceive, that as long time could not be given for the payment of a debt secured by mortgage as the parties should choose to agree on. If such a principle be applicable to mortgages on goods given to secure the payment of debts, it must be equally so to mortgages on lands or real estates for a like purpose, because the Acts of Assembly do not extend to or embrace the one more than the other. It is perfectly manifest, therefore, that if the same principle be applied to mortgages that has been, under these Acts, to assignments made for the benefit of creditors, the whole law, as it has ever been understood, in relation to mortgages, will be entirely changed, and every one will be completely amazed to learn that it is so, without any previous intimation of it from the legislature. For, I think, it may be said with great truth, as well as propriety, [393] that there is nothing either in the language of the Acts of Assembly on this subject, or in the provisions contained therein, which tends in the slightest degree to show that the legislature intended to embrace mortgages given for any purpose whatever. And one of the first rules which we have for the interpretation of the Acts of the legislature is well adapted to advise the community of every change that is intended to be made in the law of the State, so as to prevent any individual from being deluded or taken by surprise in respect to what the law is at any particular period. The rule I allude to is this, that the words of the Act are generally to be understood in their usual and most known signification; not so much regarding the propriety of grammar as their general and popular sense. 1 Bl. Com. 59. Regarding, then, the words of the Act of Assembly, on this point, in their usual and most known signification, or in their general and popular sense, or even in their grammatical and legal sense, there does not appear to be any good ground for holding that mortgages given, upon either real or personal estate, to secure the payment of moneys or debts, were intended by the legislature to be embraced within the 5th section of the Act of the 24th of March 1818. The court below, therefore, erred in charging the jury that the deed of the 22d of March 1839 was void, because not recorded as deeds of assignment are required by the terms of that section. Judgment reversed, and a venire de novo awarded.