
    John H. Blake, and Wife v. Abraham D. Jones, Administrator of James Goodwyn, deceased, and Others.
    A voluntary conveyance is fraudulent and void as to existing creditors, who are unable to obtain satisfaction of their demands; but if the debts were contracted subsequently to the conveyance, or the conveyance was founded on a valuable consideration, there must be proof, or circumstances, to establish an actual fraudulent intent..
    -On a bill against an administrator, to establish a gift by his intestate, he may insist that the gift is fraudulent and void as to creditors; but if the gift is established, the decree will bind only such creditors as are parties to the suit.
    Where a donor has repeatedly declared his intention to give, his subsequent admissions that he had given, are sufficient evidence of an actual delivery to complete the title of the donee, where it does not appear that the declarations were loose and playful; and particularly where the donor was under a moral obligation to make the gift. Nor is the force of his admissions weakened by the fact, that the donor remained in possession, if it be accounted for; and proof of an agreement to pay hire, not only accounts for his possession, but corroborates .the evidence of a delivery.
    What constitutes a sufficient delivery to perfect a gift, is not accurately defined; but it seems, that whatever would authorize the donee to take possession, without committing a trespass, may be so regarded.
    A parol agreement to pay hire for slaves, if satisfactorily established, is a sufficient declaration of trust to vest the equitable title in the cestuy que trust; and the obligation of a father to provide for his daughter, is a good and meritorious consideration to support such a trust, although not as against creditors.
    A certificate of stock in a land company is not a legal title to the land, blit a mere chose in action; and if it belonged to a married woman, it devolves, upon her death, to her administrator, although by the laws of the State, in which the lands lie, the jus mariti would have attached,if she had been intitled to the land itself.
    
      If a husband receive payment for property, in the character of administrator of his wife, it may be doubted, whether he could afterwards deny it to be her’s, or claim it jure mariti.
    
    Decree made against a purchaser, who paid a valuable consideration, but does not deny notice.
    At Fairfield, July, 1829.
    Harper, Ch. The principal object of this bill is to compel the delivery of certain slaves mentioned in it, and to have an account of their hire. These slaves are charged to have been legally trans. ferred and delivered to the complainants, by the defendant’s intestate, Major James Goodwyn, who was the father of the complainant, Mrs. Blake, in the latter end of the year 1824. The charge is, that the slaves were delivered in satisfaction of a precedent debt, which was due by the intestate to his daughter, for a part of her deceased mother’s estate ; which consisted of a chose in action, not reduced into possession by the intestate, during the life of his wife. The .intestate had administered on the estate of his deceased wife, and was guardian of his said daughter. If the transfer of the property should not be established, the bill seeks to recover this demand, which is claimed to be ranked as a bond debt.
    The principal points made in the case were, whether there was any actual delivery of the slaves, so as to transfer the legal title : whether if there was evidence of this, it was a gift, voluntary, or for a valuable consideration, in satisfaction of a previous debt: whether, in fact, any such debt existed ; and whether that, which is supposed to be a chose in action, was not property in possession, on which the intestate’s marital rights had attached.'
    It may be observed here, that much of the evidence, and of the argument, seemed to be directed to this point; whether if there bo sufficient evidence of the gift, or transfer, as against the intestate himself, or those claiming under him, as volunteers, it may not still be fraudulent and void as to creditors. This question seems to me hardly to be sufficiently made by the pleadings, although the defendant, Abraham D. Jones, in his answer, prays, that, if the gift, or transfer, be established, it may be subject to the claims of creditors. If a gift or conveyance be made by a person indebted at the time, it will, from the mere fact of its being voluntary, be held fraudulent as to existing creditors, who are unable to obtain satisfaction of their demands. Now there is no distinct allegation that the debts, at present existing against the estate of Major Goodwyn, were due at the time of the alleged transfer ; or that the estate will not be sufficient to pay all debts, independently of the property claimed by the complainants. From the amount of debts, I suppose I may take it for granted, however, that a considerable portion of them existed at the lime of the transfer; and if I should suppose the transfer voluntary, but good against the intestate, and his personal representatives, such decree might be made as is suggested, namely, that it should be confirmed, subject to the claims of creditors. I, therefore,' regard the point of the'transfer being voluntary, or founded on consideration, to be before me, so far as regards the parties to this suit. It is unnecessary to say, that creditors, not parties to the suit, will not be bound by this decree. But a voluntary conveyance may be fraudulent against creditors, whose debts were con-traded after its execution ; or though it be founded on a valuable consideration. The difference is, that in such instances there must be proof, or circumstances, to establish the actual fraudulent intention. No charge of fraud, of this sort, is made in the pleadings ; nor was the testimony offered, which would be necessary, to enable the Court to decide on such charge. I do not, therefore, consider the point in issue.
    I shall first consider whether there was a sufficient delivery of the slaves, claimed, to transfer the legal title. The defendant, Abraham D. Jones, in his answer, admits his intestate to have expressed his intention to give the complainant ten negroes; but states that no particular slaves were specified, and supposes the intention was never carried into effect by an actual gift, or delivery. Similar declarations of a future intention are testified by the witnesses. The only evidence we have of the transfer's having been actually made, and of the slaves included in it, are the declarations of the intestate, testified to by Mrs, Howell, and Col. Chappell. The former, after mentioning that she had frequently heard Major Goodwyn, before the marriage of the complainants, express his inten. tion to give his daughter, the complainant, the negroes, Aggy, and her family, and Betty, and her family, whom he had got with her mother, stated, that after the marriage, she had heard him say he had given them ; but that the complainant, Blake, had said he could not then take them, as he could only hire or sell them : that Major Goodwyn stated himself to have replied, “ when you get a plantation I will send them to you, and in the mean time I may as well pay you hire as any one else.” The hire was to be settled by the Jones’s. Major Goodwyn said every one of his family knew the negroes that were Eliza’s. Col. Chappell testified to repeated conversations with the intestate, in which he expressed his intention to give to his daughter the negroes he had obtained with her mother; 
      that in contemplation of complainants’ marriage, he declared his intention to give them the negroes, among whom the witness thinks he enumerated the women, Agnes, and Betty ; and that, after the marriage, the witness understood from Major Goodwyn, that he had given the negroes, in pursuance of his promise. Witness thinks he recollects him to have said, that he told them, “ there they are, take them.” Witness’ clear impression was, that he had given. Major Goodwyn enumerated all the individual negroes he had given. The witness recollected but a few of the names from the conversation, but had learned them since. The women Aggy, and Betty, their husbands, and children, and Martha, were the negroes specified. The witness was struck with the circumstance, that more than ten negroes were enumerated, the number Major Goodwyn had promised to give. Major Goodwyn related the conversation he had had with the complainant, Blake, and said he had agreed to pay him hire, to.be fixed by the Jones’s. Witness is as certain as of any thing that ever happened, that Major Goodwyn distinctly said, he had agreed to pay hire for the negroes enumerated.
    The question is, whether this testimony is sufficient to establish a delivery. It appears to me so. A delivery is to be proved in the same way as any other fact. It seems to me, that the deliberate admissions of the donor, that he had delivered, are about as satisfactory as his calling witnesses to the transaction at the lime. As is said in repeated adjudications, Brashears v. Blasingame, 1 N. & M. 223, and Reid v. Colcock, Id. 602, when a party says he has given, he may be fairly presumed to have known what is necessary to a gift, and to have observed the requisite ceremonies. What shall constitute a delivery has not perhaps been very accurately defined. In Davis v. Davis, reported in a note to Brashears v. Blasingame, 1 N. & M. 225, the idea is, that any act will do, which is significant of the donor’s intention, that the transfer shall take effect at the time. The same thing is to be found in other au. thorities. In Reid v. Colcock, (supra,) and in Fowler v. Stuart, I M’C. 505, that seems to be regarded as a sufficient delivery, which would authorize the donee to take possession without committing a trespass. Now-when Major Goodwyn said, with reference to these slaves, there they are, take them, the complainant could not have committed a trespass by taking possession of them, whether they were present or not. The words seemed to indicate, however, that they were present, and then it would constitute a delivery, in the strictest sense of the law, even applied to livery of land. Blackstone says, livery in law is when the same is not made on the land, but in sight of it only ; the feoffor saying to the feoffee, “ I give you yonder land, enter and take possession.” 2 Bl. Com. 316.
    As observed in the case of Reid «. Colcock, parol gifts are regarded with jealousy by the Courts, and only established on the most satisfactory -proof, because it frequently happens, that men make loose or playful declarations of having given, or intending to give, property to their children. I perceive nothing of this character in the declarations now in evidence. Major Goodwyn’s conversation, with both the witnesses, seems to have been circumstantial, and detailed ; particularly that with Col. Chappell, with whom he had repeatedly conversed on the subject of making such a provision for his daughter. It seems to me, that he went designedly into the detail, for the purpose of making a- witness of a transaction, which had happened to pass without the presence of a witness. There would be more reason to suspect such declarations, if the gift were made to one for whom the donor was under no obligation to provide; or if it appeared to be a sudden act, and not in pursuance of any previously expressed intention. But it appears, that he had a deliberate purpose, for years, to make some such provisions. The defendant admits, that he expressed such intention. He was under a natural obligation, and according to the testimony of Col. John Taylor, as well as of Col. Chappell, under the obligation of his honor, and promise, to do so. It is true, the provision is somewhat larger than he expressed his intention to make; but if it were necessary to account for that, it might be done, perhaps, by the circumstance, that the negroes, Aggy, and Betty, with Martha, were those, specifically, that he intended to give, and in giving them, it would have, been necessary to separate the families, unless he had given them entire. That the complainant did not take possession of the slaves is sufficiently accounted for. That they were left in the intestate’s possession, might 'be a material circumstance, if we were considering the claims of creditors ; but so accounted for, it is not material as between the parties themselves. If the intestate were in debt to his daughter, that would be a circumstance to coraborate the testimony respecting his declaration, of having made satisfaction ; and he certainly believed and acknowledged himself to be so.
    The agreement to pay hire is a strong evidence of the transfer. This agreement is admitted by the defendant; but he supposed it to relate to future hire, after the contemplated gift should have been completed. Col. Chappell, as I understand him, is positive, that it re*ate<^ to the hire then accruing. This seems to me the more pro» bable. It is unlikely, that, for two consecutive years, he should be making arrangements to have the hire valued, for the purpose of ascertaining what he should pay after some future period. If he had actually paid hire, this would be conclusive evidence of the transfer. It is to be observed, too, that although delivery be necessary to transfer a legal title, it is not so with respect to an equitable one. A declaration of trust does not imply any delivery, but the contrary. Now if the agreement to pay hire be sufficiently established, I regard that as a sufficient declaration of trust. It was an agreement to hold to the use of the complainant. To be sure, as observed by Lord Thurlow, in Colman v. Sarel, 3 Bro. C. C. 12, there must be a valuable consideration, or, at least, a- meritorious one, to raise a trust. The testator’s relation to his daughter, and his obligation to provide for her, was a good and meritorious consideration ; but that would not prevail against creditors. A valuable consideration would, if bona fide, and uninfected with any actual fraud.
    We come to consider the question of a valuable consideration. Col. Green, the first husband of complainant’s mother, held certain Yazoo stock, or scrip; to one half of which his widow became intitled on his death. It appears that the scrip, or certificate of stock, never came into the possession of Major Goodwyn, during tbe life of his second wife ; but after her death, in pursuance of the act of congress, making compensation to holders of Yazoo stock, the intestate as administrator of his wife, and guardian of his child, surrendered this stock, and received United States stock to the amount of $3,080. The debt to his daughter is supposed to have originated out of this transaction.
    On the part of the defendant, it was argued, that the grant of the Legislature of Georgia to the Yazoo Company, was of land ; that the certificate of stock was not a chose in action, but constituted a legal title : and that the marital rights of Major Goodwyn attached upon it under the law of Georgia, which gives to the husband the real estate of his wife, in the same way as the personal. The original certificate was not produced, nor could it have been, being deposited in a public office at Washington. Testimony, however, was offered of the form of such certificates, and of this particular certificate ; and they expressed that Col. Green was intitled to so many shares, or acres of land, granted to the Georgia Company, &c., and was signed by the President of the Company. This would not have been competent evidence, if it had been objected to; for although the original certificate could not have been produced, a copy might, and would have been the next best evidence. Certainly such an instrument as that described could not have operated as a legal conveyance. There are no words of granting, bargaining, or selling, nor any consideration expressed. If the company was incorporated, the common seal is wanting ; if not, the members of the company were joint tenants, and the President could not convey in behalf of the rest. It was argued, however, that Col. Green may have been a member of the company, and the land vested in him by the original grant. The testimony was, that he was not a member ; but if he were, it would make no difference. The claim, which Major Goodwyn surrendered, was derived not from the original grant, but from the certificate. If the testimony were competent, I should have no doubt, that this certificate could have been nothing more than an equitable agreement, a chose in action, which was not reduced into possession during the life of his wife. Mrs. Goodwyn was domiciliated in this State at the time of her death, and her estate must be distributed according to our laws. If the testimony, however, were not competent, we know nothing more, than that United States stock was granted to Major Goodwyn, as administrator of his wife. ,This is evidence enough of its being her estate. Indeed, if it were expressly shewn, that the property, for which this stock was obtained, was wholly and exclusively Major Goodwyn’s, I should be inclined to think that his taking the stock, as administrator, made it her estate. Certainly, it would be evidence enough against him. The conclusion would be, that he intended, in this way, to make a provision for his children.
    But on this point I have, perhaps, said more than is necessary. There can be no doubt, but that a debt was due from the intestate to his daughter, and as little doubt that the transfer of the slaves was intended as a satisfaction of it. This would bo the presumption of ¡aw, if it were not shewn by evidence; but it is amply proved by the testimony of Col. Taylor, and Col. Chappell.
    The claim to the girl Martha stands on a somewhat different footing from that to the other slaves. I am inclined to think there was evidence enough of a gift of her by the intestate to complainant in her infancy ; but as she was included in the transfer of the other slaves, I have not thought it necessary to consider the case with respect to her, particularly.
    The slaves are now in the possession of Mrs. Lucy Goodwyn. She states that they were purchased at the administrator’s sale by her father, and given to her. Exhibit A, of the answer of the defendant, Jones, the account of sales, shews them to have been pUrcj,ase(j for ]jer> They are set down in her name. But she does not rely on being a purchaser without notice, and indeed admits, that, previously to the sale, she had understood, that complainants had forbid the sale.
    It is, therefore, ordered and decreed, that the defendant deliver up to the complainant the slaves claimed by the bill, and account for the hire from the first of January, 1825; and that it be referred to the commissioner to report the value of the hire.
    From this decree the defendants appealed, and the appeal was argued by Pearson, Solicitor, for the appellants, and by Gregg, contra.
    
   Colcock, J.,

delivered the opinion of the Court.

We concur with the Chancellor in the view which he has taken of this case. It is one of no ordinary complexity, but the very elaborate opinion, which he has delivered, renders it unnecessary for this Court to do more than express our concurrence.

Johnson, J., and Evans, J., concurred.

Decree affirmed.  