
    Alexander H. Barnitz vs. Henry G. Rice, and others.
    An assignment for the benefit of creditors, and exacting releases, conveys property in these words: “All the stock in trade and merchandise, goods, chattels and effects, and promissory notes, securities, and evidences of debt, and claims or demands of, or belonging to, or in any wise or manner claimable by me. Held:
    That this deed is void as against creditors, because it does not, on its face, convey all the property of the grantor, and extrinsic evidence is not admissible to show, that in point of fact it does embrace all the property which the grantor had at the time of its execution.
    In such deeds no particular words are necessary, hut any apt words which will convey all the debtor’s property, and thereby negative every presumption that there is other property, are sufficient.
    
      Appeal from the Circuit Court for Baltimore City.
    Edmund J. Webb executed a deed to the appellant, as trustee, for the benefit of his creditors, dated the 9th of December 1857. It recites: “Whereas, I, Edmund J. Webb, of Baltimore city, trading under the above name, am indebted to various persons, and am unable promptly to satisfy those liabilities, and desire therefore to make provision, in manner as hereinafter is set forth, for payment of my debts,” and then conveys to Barnitz, “all the stock in trade and merchandize, goods, chattels and effects, and promissory notes, securities, evidences of debt, and claims and demands of, or belonging to, or in any wise or manner claimable by me aforesaid,” in trust to sell and collect the same, and after paying costs, expenses, and a reasonable compensation to the trustee, to apply the proceeds, 1st, to pay all claims against the grantor for moneys lent for and upon promissory notes or other evidences of debt, given or lent for his accommodation; 2nd, to apply the residue, after satisfying all the claims first provided for, to pay all claims and demands against the grantor of such of his creditors as shall, before (he 8th of January next, release all their claims and demands against him, and 3rd, after satisfying the claims and demands of such releasing creditors, all the residue to be applied to or towards paying and satisfying all other claims and demands against the grantor.
    It was duly acknowledged and recorded atnong the chattel records of Baltimore city, and on the 19th of March 1858, the appellees, as creditors of Webb, filed their bill against him and the appellant, assailing this deed as fraudulent and void, upon the ground, among others, that, by its terms, it does not convey real estate, and was not intended to convey any other property than that therein mentioned, as appears from the fact that it was recorded only among the chattel records of Baltimore city, and that, as complainants are informed and believe, and therefore charge, said Webb did not, by this deed, convey all the money and property, real, personal and mixed, of which he was owner at the time of its execution.
    The bill prayed for an injunction, which was granted, and the motion for a receiver was set down for hearing on a future day.
    The defendants, (Webb and the appellant,) in their answer, aver that the deed was made fairly and bona fide,, and (hat it covers and embraces all the property on earth, of every description, to which the grantor had any claim, legal or equitable.
    The defendants moved to dissolve the injunction, and testimony was taken under an order of the court. The evidence,, on the part of the defendants, tended to show that Webb never had any interest in any real estate, and that he gave up, to the last cent, all his propertj-. To the admissibility of this evidence exceptions were- filed by the complainants.
    The court, (Krebs, J.,) on hearing of the motion to dissolve and the appointment of a receiver, ordered (lie injunction to be continued and a receiver to be appointed, and from these orders, as well as that granting the injunction, the defendant, Barnitz, appealed.
    The cause was argued before Le Grand, C. J., Tuck and Bartol, J.
    
      Win. Schley, for the appellant.
    The deed contains no reservation or exception whatever, and there is nothing upon its face to justify the inference, that the grantor had real property. If the strict, construction of the language of this court, in the case of Rosenberg & Blondheim vs. Moore, 11 Md. Rep., 376, contended for on the other side, is to be adopted, it would be almost impossible for any such deed of (rust to be valid. Suppose the deed had purported to convey all the grantor’s real estate and personal property, land situated in another State, ships at sea, which can only be conveyed in a particular mode under the Act of Congress, would not have passed by it. Must every such deed be so executed and acknowledged as to pass such property-, because by possibility the grantor majT possess it? and if-it does not., on its face, purport so to do, is it therefore void? The true rule, in such cases, is, that if the deed on its face purports to convey bat a pari of the grantor’s property, or contains any exception or reservation, then it is void. But where there is no such reservation, and general comprehensive words like those in the present deed—-“all claims and demands”—are used, the deed must be held to embrace all the grantor’s property, and throws the onus on the parties assailing it to show, that he had other property, or, at all events, when so assailed, it is competent for die grantee, under it, to show, by extrinsic proof', that it does embrace all the grantor’s property, and that, he had no other property than what would pass thereby. The language of the court, in Rosenberg & Blondheim vs. Moore, and in Malcolm vs. Hodges, 8 Md. Rep., 418, must, be read in connection with that in Sangston vs. Gaither, 3 Md. Rep., 48. where the court, in speaking in reference to the deed then before it, say: “The case slated does not plainly show whether this was an assignment, of all the debtor’s property, and the appellants contend, that the onus of showing such a state of case is on the party claiming against the deed;” and then, after quoting what was said in Green & Trammell vs. Trieber, the court proceed lo say: “It would seem, therefore, to be the duty of the party who sets up the deed to show that the debtor had done what the law requires to give it validity.” This clearly gives I ho debt- or tiie right to show, by extrinsic proof, that the deeci embraces ail the property of the debtor, and is in accordance with the decisions in other cases on similar points. See 2 Gill, 150, Byer vs. Etnyre, et al; Best on Presumptions, 21, 29; 5 Mason, 284, United States vs. Langton, and cases there cited.
    
      P. McLaughlin for the appellees.
    The deed does not, in words, profess to convey all ihe estate of the grantor, though it contains preferences and exacts releases from creditors, in this particular it. is similar to the deed in Rosenberg & Blondheim vs. Moore, 11 Md. Rep., 376, in reference to which, tiie court, whilst holding it void, said: “Whilst the law authorises a debtor to make a deed, such as the one in this case, it yet demands it should be a conveyance without any reservation whatever to himself. This is not plainly manifest on the face of the deed. It should have affirmatively so appeared. As was said in the case of Malcolm vs. Hodges, 8 Md. Rep., 418, the validity of a deed of trust, for the benefit of creditors, must be determined by the deed itself, without reference to extrinsic facts; such an assignment, to be valid, must convey all the property of the debtor, and, in terms, dedicate the whole for the benefit of his creditors.” In Green & Trammell vs. Trieber, 3 Md. Rep., 40, it is said: “We are to look to the character with which the law stamps the deed, without reference to extrinsic facts as to motive. If the law imputes to the grantor a design in making the deed, no evidence of intention can change the presumption. If the law declares the deed to be void, it is no matter how the question of fraud in fact may stand.” These authorities are sufficient to show that the law is well settled in Maryland, that this deed is void, because it does not, on its face, purport to convey all the grantor’s property, and that no extrinsic proof is admissible to show that the grantor had no other property.
   Le Grand, C. J.,

delivered the opinion of this court.

The decision of this appeal must depend upon the construction to be placed on the deed which has given rise to this controversy. It is a deed by a debtor to a trustee, for the benefit of the creditors of the debtor, and exacting of them releases.

The conveyance of property is in these words: “All the stock in trade and merchandize, goods, chattels and effects, and promissory notes, securities, evidences of debt, and claims and demands of, or belonging to, or in any wise or manner claimable by me.”

To this deed it is objected, that it does not, on its face, convey all of the property of the grantor, and not doing so, that it is not competent, to those insisting on its validity, to show, by extrinsic evidence, that in point of fact it does convey all the property which the grantor had at the time of its execution.

•Under the decisions, and particularly those of this court, we think the objection well taken. In the case of Green vs. Trieber, 3 Md. Rep., 40, this court said: “We are to look to the character with which the law stamps the deed, without reference to extrinsic facts as to motive. If the law imputes to the grantor a design in making the deed, no evidence of intention can change the presumption. If the law declares the deed to be void, it is no matter how the question of fraud in fact may stand.” This doctrine was fully sanctioned in Malcolm, Trustee of Sprigg, vs. Hodges, 8 Md. Rep., 418, and re-asserted in Rosenberg & Blondheim vs. Moore, 11 Md. Rep., 380.

The language of these cases, it would seem, is too explicit to admit of doubt as to its meaning. But it was urged by the able counsel of the appellant, that it should be viewed in connection with that employed in the case of Sangston, Garnishee vs. Gaither, 3 Md. Rep., 40, 48, and if so considered, the particular deed involved in this controversy would hot be obnoxious to the censure of the law as expounded by this court. We cannot deduce the same conclusion from the collocation and comparison to which we have been invited. In our judgment, the case of Sangston vs. Gaither is in harmony with the subsequent ones to which we have referred. The portions of the opinion relied upon by the appellant’s counsel were intended simply as replies to phases of argument pre - sented by counsel, intended to show, that even on his own hypothesis his views could not be sustained. That decision, whilst it expressly declares, “that an assignment for the benefit of creditors, exacting releases, as the condition on which they may participate in the fund, must transfer all the debt- or’s estate,” nowhere lays it down, or even intimates, that where the deed does not, in words, do this, that by testimony aliunde it could be shown the deed did, in point of fact, convey all the property of the grantor, and is therefore, in no respect, in conflict with the cases of Malcolm vs. Hodges and Rosenberg & Blondheim vs. Moore, but, on the contrary, perfectly consistent with them.

We are aware it has been supposed that in cases decided elsewhere, in one particular, a different doctrine from the above has been stated. Without inquiring whether or not this opinion be well founded, we remark, that a reference to the leading cases is had in the opinion of the court in United States vs. Langton & Trustees, 5 Mason, 284. Whilst these allow of proof, (in cases involving the priority of the United States,) other than the deed, to show that it includes all the property of the grantor, they yet recognize and affirm the principle, that in the case of a conveyance by schedule, “the presumption must be, that there is property not contained in the deed, unless the contrary appears.”

(Decided June 23rd, 1859.)

We do not wish to be understood as saying any particular words are necessary to be used, but only that such must be employed as will convey all the debtor’s property. All that is required is, that the words should comprehend all, and thereby negative every presumption that there is other property. Any words apt to this end will be sufficient. There certainly cannot be any difficulty in finding them in any imaginable case.

Whilst affirming the action of the court below, we deem it but just to say, that we discover nothing in the evidence in this cause, going to show, that the grantor, Mr. Webb, either contemplated or practiced any fraud in fact. This decision rests entirely on the legal presumption which arises out of the language of the deed.

Orders affirmed without costs and

cause remanded for further proceedings.  