sons with the transaction. Other facts appear in the opinion. The court decreed that the complainants' bill be dismissed as to the defendants the Alleghany Coal and Iron Company, Parsons, and Spaulding; and being of opinion that McNeill was the real purchaser of the land, decreed in favor of the complainants against him, that he specifically perform the said contract by paying to them the sum of two thousand five hundred dollars, with interest thereon, etc. From this decree the complainants appealed.

R. T. Hubard and George J. Hundley, for the appellants.
Johnston, Williams, and Boulware, for the appellees.

By Court, RICHARDSON, J. After a painstaking examination of the record, we are of opinion that there is no error in the decree complained of, and that the same should be affirmed. The burden of proof was on the appellants. The allegation of the bill that the defendant company was the real purchaser of the land sold by the appellants on the 14th of June, 1881, to "F. B. Deane and his associates," was positively denied by the answer of the defendant company, and the appellants wholly failed to prove the allegation.

By the constitution of the company, as we have seen, only its board of directors, or the executive committee, composed of four of its members, was authorized to make contracts to bind the company, or to select an agent or agents to make such contracts. There was no pretense of evidence in the cause to establish that said contract of sale was made either by the board or by its executive committee, or by any agent appointed by either, or that said contract, having been made by Deane without due authority, was validated by any subsequent ratification of said board or committee. The appellants, dealing, as they claimed to have done, with this corporation through Deane, were bound to take notice of its charter and by-laws. This court, per Hinton, J., in Bockover v. Life Association of America, 77 Va. 91, quoting from the supreme court of the United States in Rolfe v. Rundle, 103 U. S. 222, said: "Every person dealing with a corporation is bound to take notice of its constitution, by-laws, and ways of doing business." And to the same effect is the opinion of Fauntleroy, J., speaking for the court in Haden v. Mechanics' Fire Association, 80 Va. 691.

The appellants, then, were bound to ascertain whether or not Deane had been armed with authority to bind the defendant

company by his contract of purchase, by either its board of directors or by the executive committee of the board; and not having done so, they dealt with him as such supposed agent at their own peril, and cannot be heard now to complain of the refusal of the company to assume the responsibility of Deane's unauthorized contract.

The same is true of the allegation,-if the faltering and equivocal alternative proposition to the effect that, "if in the progress of the cause, it should turn out that McNeill and Parsons, or either of them, were the real purchasers of the said land, then the same relief is prayed for against them, or either of them, as is asked for against the Alleghany Coal and Iron Company, can properly be denominated an allegation, then such allegation is emphatically denied by the answer of the respondent Parsons. Nor did the appellants adduce sufficient evidence to overcome the effect of this answer.

Deane deposed that he had been employed by Parsons as president, at one hundred dollars a month, to devote his whole time to the development of the company's properties and to promote its interests, and that Parsons referred him to McNeill for instructions as to his duties. Surely this did not empower Deane to make a contract binding Parsons to buy this land. All else testified to by Deane is as to conversations with, and as to directions, oral and written, given him by, McNeill. These could not bind Parsons without his consent or subsequent ratification, though they do implicate McNeill, and show that he made Deane his dupe.

Horsley deposed that he went to Richmond, saw there, at the office of the Alleghany Coal and Iron Company, G. McNeill, explained to him the difficulties concerning the title to the Pratt farm, and that McNeill said he would have to see Parsons before deciding whether or not to take the farm, and requested him to call the next day; that he did call again the next day, and that McNeill said that they had determined to take the farm, and requested the deponent to go and have the sale confirmed. It was McNeill who said all this, and when Parsons was not present. It is all merely hearsay. There is nothing in the record to show that McNeill was authorized to represent Parsons in any contract for the purchase of anything. Deane confirms Horsley's testimony. But all this-and there is nothing else—is wholly insufficient to overcome the responsive denials in the answer of Parsons. Moreover, we have here the case of a written contract for

the sale of land, entered into by the appellants (the vendors) on the one part, and on the other part by "F. B. Deane and his associates." Who the "associates" were is not disclosed by anything in the record. The contract thus entered into was assigned or transferred to Murillo Spaulding, and the decree of the circuit court of Buckingham obtained ratifying and confirming the sale, and directing the conveyance to be made to Spaulding, and the deed was made accordingly and delivered to Horsley, the company's attorney, who evidently acted under the mistaken supposition that Deane was authorized to buy the land for the company. Yet, in the face of all this, the contract solemnly confirmed to Spaulding is sought to be specifically executed against other parties who are not proved to have had any knowledge of or connection with it. Surely, in the light of the doings of the active parties to the contract, as disclosed by the record, if Deane had any associates, they were McNeill and Spaulding. We do not, however, mean to intimate, nor does the record permit it, that Deane improperly entered into collusion with McNeill and Spaulding, or with either of them, though it is manifest that he was overreached by McNeill, and did exceed his authority as employee of the company. Moreover, after carefully looking into every fact and circumstance disclosed by the record, the conclusion is inevitable that, in their reckless anxiety to effect the sale of their land, the appellants negligently failed to ascertain the identity of the parties with whom they were conducting the transaction, and the authority of Deane to act for those whom he described as "his associates." This being so, they must bear the consequences of their own default. But it is evident they made out their case against McNeill, though they failed as to the other defendants. For these reasons, we are of opinion that the decree complained of is free from error, and must be affirmed.

Decree affirmed.

PERSON DEALING WITH CORPORATION IS BOUND TO KNOW whether or not the officer or agent who represents it, and acts in its name, is authorized so to do: Credit Co. v. Howe Machine Co., 1 Am. St. Rep. 123.

POWER OF DULY AUTHORIZED AGENT OF CORPORATION TO BIND IT, in matters of simple contract, is presumed: Pixley v. Western Pac. R. R. Co., 91 Am. Dec. 623, and note 637; Musser v. Johnson, 97 Id. 316; the rule is not so strict as in the case of a conveyance of real property: Id.

FRAUDULENT CONVEYANCE.

[15 OREGON, 8.]

When conveyance is made without consideration, upon a secret trust, or upon some reservation in favor of the grantor, or to some person without interest therein, the knowledge and intent of the grantee are immaterial, and the conveyance may be set aside.

INNOCENT GRANTEE for VALUABLE CONSIDERATION will be protected be. cause his equity is greater and superior to that of the general creditors under the statute.

GRANTEE'S NOTICE OF GRANTOR'S INTENT TO DEFRAUD CREDITORS must be actual, but it may be proved by direct evidence or inferred from circumstances, and established by proof of the grantee's knowledge of facts pointing to the fraudulent intent, or calculated to awaken suspicion and put a prudent man upon inquiry. FRAUDULENT CONVEYANCE.

WHERE INSOLVENT GRANTOR conveyed his property to his partner, who conveyed to the grantor's brother without consideration, but with knowledge of the facts in each case, and the second grantee borrowed a sum of money on the property equal to about one fourth its value, which he gave to the first grantor for the purpose of paying certain creditors, the transactions were held fraudulent and void as to creditors, and the facts sufficient to show that the second grantee had notice of the intended fraud, and was not a bona fide purchaser within the meaning of the statute.

DEED FRAUDULENT IN FACT AS TO CREDITORS cannot stand as security for money advanced on it by grantees who have notice of the fraud.

Alex. Bernstein, for the appellant.

Woodward and Woodward, and W. M. Gregory, for the respondents.

By Court, LORD, C. J. The plaintiffs brought this suit to have certain deeds, conveying certain real property from the defendant James B. Leahy to the defendant Isaac N. Solis, and the same from the defendant Isaac N. Solis and Maria, his wife, to the defendant William J. Leaby, set aside, on the ground that the same were executed without any consideration, and for the purpose of hindering, delaying, and defrauding the plaintiffs, judgment creditors of James B. Leahy. After issue joined, the suit was referred and tried before a referree, who found on all the questions involved in favor of the plaintiffs, and reported the same to the court, all of which was subsequently confirmed by the court, and a decree entered in accordance therewith. From this decree the defendant William J. Leahy appeals to this court. The contention of the appellant resolves itself into two propositions: 1. That he is a purchaser in good faith and for a valuable consideration, and that the deed executed to him ought to be allowed to stand; but 2. That if the court, for any reason, should not sustain this proposition, that the deed to him should be allowed to stand as security for his reimbursement or indemnity.

Notice of Fraudulent Intent.-Under the provisions of statute, when a conveyance is alleged to have been made with the intent to hinder, delay, and defraud creditors, the question of fraudulent intent is to be deemed a question of fact, and not of law: Sec. 54; but the provisions referred to are not to be construed to affect or impair the title of a purchaser for a valuable consideration, unless it shall appear that such purchaser had previous notice of the fraudulent intent of his immediate grantor, or of the fraud rendering void the title of such grantor: Misc. Laws, sec. 55, p. 523. It is "previous notice" of the fraudulent intent of the grantor which renders void the conveyance of the purchaser for a valuable consideration. When the conveyance is made without any consideration, or upon a secret trust, or upon some reservation for the benefit of the grantor, or to some person who has no interest whatever in the conveyance, the knowledge and intent of the grantee are not material, and the conveyance may be set aside at the instance of the creditors. But when the grantee pays a valuable consideration for the property, and without "previous notice" of the fraudulent intent of the grantor, he will be protected in the purchase. The equitable interest of the creditor in the property of the debtor the law recognizes, and