The jurisdiction of a federal court by reason of diverse
citizenship is not defeated by the mere fact that a transfer of the
plaintiff's interest was made in order, in part, to enable the
purchaser to bring suit in a court of the United States, provided
the transfer was absolute and the assignor parted with all his
interest for good consideration.
The statutes forbidding the transfer by a debtor of his property
with intent to hinder, delay or defraud creditors do not invalidate
a conveyance by a debtor to a
bona fide creditor with
intent to prefer him.
The burden of setting aside a conveyance by a debtor as made
with intent to hinder, delay or defraud creditors is on the
attacking creditor, but where the fraudulent intent on the
grantor's part is made out, and the circumstances are suspicious,
then the purchaser must show that he paid full value, and if this
is shown, it must then be made to appear that the purchaser had
full knowledge of the fraud.
The findings and conclusions of a master upon conflicting
testimony are to he taken as presumptively correct, and unless some
obvious error in the application of the law has intervened or some
serious or important mistake has been made in the consideration of
the evidence, the decree should stand.
The continued possession by an insolvent debtor of his real
estate after the transfer of it to a creditor by way of preference
may be explained by the surrounding circumstances.
Of two conveyances made by an insolvent debtor at the same time
to two individuals, one may be held to be valid as a preference of
a
bona fide creditor and the other invalid as made with an
intent to hinder, delay or defraud creditors unless the two
transactions are so intermingled as to make them necessarily but
one transaction, in which case both will be void.
The Court stated the case as follows:
This was a bill filed by Charles A. Neal in the Circuit Court of
the State of Oregon, for the County of Linn, July 1, 1886, against
James H. Foster, John A. Crawford, William Crawford,
Page 144 U. S. 586
Ashby Pearce, John R. Baltimore, J. L. Liles, E. Walden, and W.
H. Goltra, and subsequently removed, on the application of the
complainant, to the Circuit Court of the United States for the
District of Oregon. The bill was in the nature of a creditor's
bill, seeking to set aside certain conveyances of real (and some
personal) property by the defendant James H. Foster to the
defendants John A. Crawford, William Crawford, and Ashby Pearce,
upon the ground that they were made to hinder, delay, and defraud
the complainant and certain of the defendants as judgment creditors
of the said Foster. Complainant was a citizen of the State of
Illinois and defendants were citizens of the State of Oregon, and
complainant claimed as the assignee of two judgments, the first
rendered in the state circuit court March 8, 1886, in favor of
Sibson, Quackenbush & Co., for $14,037.87, with costs and
interest, and the second rendered in the same court, and on the
same day, in favor of W. C. Noon & Co., for the sum of
$1,920.35, with interest. The defendants Goltra, Walden, Liles, and
Baltimore were also judgment creditors of Foster.
Answers and replications having been filed, the cause was
referred to a master to take testimony and to report his findings
of fact and conclusions of law thereon.
The master found the various judgments, and that execution had
been issued and returned unsatisfied upon those in favor of Sibson,
Quackenbush & Co. and W. C. Noon & Co.; that Foster was
insolvent on February 6, 1884, and had so continued since that
time, and had no property out of which the judgments of complainant
and the other creditors could be satisfied; that on February 6,
1884, Foster conveyed to John A. Crawford certain parcels of real
estate numbered from 1 to 5, and certain personal property, and to
William Crawford another parcel of real estate, known as the "Brick
Store Property," numbered 6, and that on February 7, Foster
conveyed to Ashby Pearce a certain other parcel, numbered 7, and a
small amount of personalty, and that the parties to these transfers
at the time they were made, agreed upon the prices of the property,
which aggregated $79,000.
"That at the time of the transfer, the said several parcels
of
Page 144 U. S. 587
property, real and personal, so transferred by Foster to J. A.
Crawford, were fairly and reasonably worth --"
Tract 1 & 2 . . . . . . . . . . . . . . $30,000
" 3 . . . . . . . . . . . . . . . . 2,500
" 4 . . . . . . . . . . . . . . . . 500
Tract 5 . . . . . . . . . . . . . . . . 3,000
Book accounts . . . . . . . . . . . . . 3,000
Grain sacks . . . . . . . . . . . . . . 3,000
-------
Total . . . . . . . . . . . . . . . . . . . $42,000
The property conveyed to William Crawford at the
time of the transfer was actually worth . . . . . 18,000
The real property conveyed to Ashby Pearce was at
the time of the transfer actually worth $ 3,500
And the personal property . . . . . . . 700
-------
Total . . . . . . . . . . . . . . . . . . . 4,200
-------
$64,200
The master further found --
"XVIII. That in 1867, J. H. and John Foster were partners in a
mercantile business under the firm name of J. H. Foster & Co.,
and in that year bought the Magnolia Mill from Wm. Crawford for
$16,000, paying $6,000 cash and executing five notes for $2,000
each, of date July 20, 1867. These notes were secured by a mortgage
on the mill property and a brick store, which mortgage was duly
recorded."
"That in 1876, J. H. Foster bought out John Foster's interest in
the mills and business and assumed all the debts and liabilities of
J. H. Foster & Co., and thereafter individually continued the
business under the same firm name."
"That the business of the Crawfords with J. H. Foster was for a
considerable time conducted under the name of Crawford Bros., and
was transacted by John A. Crawford, who was the agent and
representative of Wm. Crawford."
"That on or before the 6th day of February, 1884, J. H. Foster
was owing said J. A. Crawford on notes and accounts
Page 144 U. S. 588
for money lent and water rent the sum of $27,733, which was then
due and unpaid, and that at the time said J. A. Crawford was also
liable as surety for $16,000, or thereabouts, upon endorsements
which he had made for the accommodation of said Foster."
"That on said 6th day of February, 1884, said J. A. Crawford, as
a part of the consideration for said transfer, executed and
delivered to J. H. Foster his note for $10,000, with the
understanding that said Foster should hold said note as a security
that said Crawford should perform a verbal agreement then made
between said J. A. Crawford and said Foster, to the effect that
said Crawford should purchase the wheat of, or satisfy divers
persons who held warehouse receipts of, said Foster, for wheat
stored by them with said Foster in his warehouse, and which wheat
Foster had converted to his own use, to the amount, in all, of
about 20,000 bushels, and save said Foster harmless therefrom."
"That said J. A. Crawford then agreed with said Foster that, as
a part consideration for the transfer of said property, he would
assume and pay the said $16,000 for which he was security for said
Foster, as aforesaid."
"That all of said indebtedness of said J. H. Foster to said J.
A. Crawford was at the date of said transfer surrendered to said
Foster, and cancelled, as a part of the consideration for said
property so deeded and transferred as aforesaid, and that said
Crawford has since taken up and cancelled said wheat receipts, and
satisfied said note of $10,000, and has since said 6th day of
February, 1884, paid said debts, on which he was security for said
Foster, and caused the same to be cancelled as to said Foster."
"That the purchase of said property from said J. H. Foster by J.
A. Crawford, as aforesaid, was made in good faith, and that full
value was paid therefor."
"That the defendant Ashby Pearce was an accommodation maker,
only, of the note to J. H. Foster & Co., which said Pearce
afterwards paid to John Conner; that at the date of the transfer by
J. H. Foster to said Pearce, as aforesaid, said Foster was indebted
to Pearce in the amount of said note so
Page 144 U. S. 589
paid by Pearce as surety for Foster, (said note was for $5,000;)
that the purchase of said property by Pearce was in good faith, and
that more than full value was paid therefor."
"That on the said 6th day of February, 1884, said J. H. Foster
was not indebted to William Crawford; that the mortgage referred to
in finding 18 was prior to its satisfaction on the record, which
took place on the 31st of July, 1883, paid in full; that said
mortgage was satisfied of record by Wm. Crawford on the
last-mentioned date; that no valid consideration for the transfer
of the brick block to said Crawford by said Foster passed from said
Crawford to said Foster; that said conveyance of said brick
building by said Foster to said Crawford was a voluntary one."
"That since the transfer of said brick building by said Foster
to said Wm. Crawford the latter has expended thereon in permanent
improvements, some $2,000."
And as conclusions of law the master reported:
"I. That the complainant's bill should be dismissed as to
defendants Ashby Pearce and John A. Crawford."
"II. That the deed of J. H. Foster to defendant Wm. Crawford is
constructively fraudulent and void as against the complainant and
the other creditors of said Foster, named in the pleadings, and
should be cancelled and set aside."
Exceptions were filed to the master's report by complainant and
by William Crawford.
The case as to Goltra was disposed of adversely to him upon a
cross-bill filed by Foster and the Crawfords, and, as he did not
appeal, requires no further reference. 34 F. 496. The defendants
Foster, the Crawfords, and Pearce, in addition to denying that any
of the conveyances were fraudulent or without consideration, or
made to hinder, delay, or defraud creditors, denied that the
complainant was the real owner of the two judgments of which he
claimed to be the assignee and averred that they were transferred
to him without his knowledge and without consideration; that said
transfers were made for the sole and only purpose, and with the
object and intention, of collusively giving, or attempting to give,
jurisdiction to the federal court, and that Sibson, Quackenbush
& Co. and W. C. Noon & Co.
Page 144 U. S. 590
were and had ever been, since the judgments were rendered, the
real owners thereof, respectively, and that complainant had no
interest in either of them.
The case was heard upon the bill and answers, the testimony and
the exceptions to the master's report, and a decree entered
dismissing the bill as to the defendants John A. Crawford and Ashby
Pearce, and setting aside the conveyance by Foster to William
Crawford, and directing a sale of the property included in that
conveyance and the application of the proceeds first to the
satisfaction of the judgments held by complainant as assignee, and
the costs and expenses of the sale, and second to the satisfaction
of other judgments referred to in the pleadings. From this decree
Neal and William Crawford severally took appeals to this Court.
Page 144 U. S. 593
MR. CHIEF JUSTICE FULLER, after stating the facts in the
foregoing language, delivered the opinion of the Court.
If the transfers of the judgments to the complainant were
fictitious, the plaintiffs therein continuing to be the real
parties in interest, and the complainant but a nominal or colorable
party, his name being used only for the purpose of jurisdiction,
then the objection to the jurisdiction of the circuit court would
be well taken, but if the transfers were absolute, and the judgment
creditors parted with all their interest for good consideration,
then the mere fact that one of the motives of the purchase may have
been to enable the purchaser to bring suit in the United States
court would not be sufficient to defeat the jurisdiction.
McDonald v.
Smalley, 1 Pet. 620;
Barney v.
Baltimore, 6 Wall. 280;
Williams v.
Nottawa, 104 U. S. 209;
Manufacturing Co. v. Bradley, 105 U.
S. 175,
105 U. S. 180;
De Laveaga v. Williams, 5 Sawyer 573, per MR. JUSTICE
FIELD.
It was established by the testimony of members of the firm of
Sibson, Quackenbush & Co. that their judgment was sold to Neal
for his note for $5,000; that the firm was not concerned in any way
in the result of the pending litigation, and had parted with its
entire interest in the judgment, and, by the testimony of a member
of the firm of W. C. Noon & Co., that that firm sold its
judgment to Neal for $500, absolutely and without condition. The
plaintiffs in these judgments retained no interest whatever
therein.
But it is said that Neal knew nothing about the transaction,
that the alleged consideration was never paid, and that the state
courts had previously held the conveyances valid, thus justifying
the inference that the purchase was in pursuance of a collusive
attempt to relitigate the question in the United States courts.
Page 144 U. S. 594
It is true that the averments of the cross-bill filed against
Goltra, and admitted by his demurrer, show that Goltra attacked the
validity of the conveyances in the state circuit court, that the
conveyances were sustained, and that his appeal to the supreme
court was dismissed; but, as already said, the mere existence of
the wish to bring suit in the United States court, as a motive for
the purchase of these judgments, is not enough, if the purchase was
in fact made.
The record discloses that Neal was interested in milling
property in Oregon, in which W. M. Ladd and his father, of the firm
of Ladd & Tilton, were also interested; that one Wilcox managed
the property for them; that Sibson, Quackenbush & Co. were
successors of Sibson, Church & Co., the membership of the firms
being the same except that Church had retired; that Sibson, Church
& Co. were largely indebted to Ladd & Tilton, and the
liquidation of its affairs was being conducted by Sibson,
Quackenbush & Co., to whom all the assets had passed, Wilcox
managing the liquidation on behalf of the Ladds; that Sibson,
Church & Co. had been the agents of the old mill, and that
Sibson, Quackenbush & Co. were the agents of the new, in which
Neal had an ownership; that W. M. Ladd was the attorney in fact of
Neal, and Wilcox the managing man for Neal, as well as the Ladds;
that Wilcox purchased the judgments, and paid for them,
respectively, by a note for $5,000 and one for $500, signed for
Neal by Ladd, and that the $5,000 note was turned in by Sibson,
Quackenbush & Co. on the indebtedness of Sibson, Church &
Co., and so paid, and that the $500 was paid at once by Ladd &
Tilton. Wilcox, who conducted the business in respect of these
purchases, was not called as a witness by defendants Crawfords and
Pearce, although it clearly appeared that he could have given all
the details. The fair inference is that what was done was within
the powers conferred by Neal on Ladd and Wilcox, and as the sales
were absolute, and without any trust or reservation in favor of the
judgment creditors, the conclusion of the circuit court on this
branch of the case was manifestly right.
The statute of 13 Eliz. c. 5 has been in the main reenacted
Page 144 U. S. 595
in the various states of the union. In Oregon it is provided
that
"Every conveyance or assignment, in writing or otherwise, of any
estate or interest in lands, or in goods or things in action, or of
any rents or profits issuing therefrom, and every charge upon
lands, goods, or things in action, or upon the rents or profits
thereof, made with the intent to hinder, delay, or defraud
creditors or other persons of their lawful suits, damages,
forfeitures, debts, or demands, and every bond or other evidence of
debt given, suit commenced, decree or judgment suffered, with the
like intent, as against the person so hindered, delayed, or
defrauded, shall be void."
And it is further provided that the question of fraudulent
intent in all cases arising under the section shall be "deemed a
question of fact, and not of law," and that the section
"shall not be construed in any manner 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."
2 Hills' Ann.Laws Oregon 1887, pp. 1373, 1374, ยงยง 3059, 3062,
3063.
A collusive transfer, placing the property of a debtor out of
the reach of his creditors while securing to him its beneficial
enjoyment, is not to be tolerated, yet an insolvent debtor may
prefer a creditor even though the latter has knowledge of such
insolvency. The effect of the preference may be to delay his other
creditors, but if the transaction is in good faith, and made with
the intention of paying the preferred debt, and without any secret
trust, the conveyance by which the preference is effect is not
fraudulent. And the extinguishment of an existing indebtedness is a
valuable consideration for a purchase made in good faith.
The burden is upon the attacking creditor, but where the
fraudulent intent on the grantor's part is made out, and the
circumstances are suspicious, the purchaser must show that he has
paid value; and if he does, it must then appear that the purchaser
had notice of the fraud. These we understand to be the principles
applied by the Supreme Court of Oregon in passing upon the statute
of that state.
Kruse v. Prindle, 8 Dr.
Page 144 U. S. 596
158;
Lyons v. Leahy, 15 Or. 8;
Philbrick v.
O'Connor, 15 Or. 15;
Weber v. Rothchild, 15 Or. 385;
Weaver v. Owens, 16 Or. 301;
Taylor v. Miles, 19
Or. 550. And this Court accepts the construction given to such a
state statute as controlling.
Peters v. Bain, 133 U.
S. 670.
The cause was referred to a master to take testimony therein,
"and to report to this Court his findings of fact and his
conclusions of law thereon." This he did, and the court, after a
review of the evidence, concurred in his findings and conclusions.
Clearly, then, they are to be taken as presumptively correct, and
unless some obvious error has intervened in the application of the
law, or some serious or important mistake has been made in the
consideration of the evidence, the decree should be permitted to
stand.
Tilghman v. Proctor, 125 U.
S. 136;
Kimberly v. Arms, 129 U.
S. 512;
Evans v. State Bank, 141 U.
S. 107.
The master found that John A. Crawford paid on behalf of Foster
not less than $10,000 in satisfaction of the holders of warehouse
receipts of Foster for wheat stored by them, but which Foster had
converted to his own use, also about $16,000 upon endorsements
which he had made for the accommodation of Foster, and further
satisfied an indebtedness of Foster to himself, amounting, on the
6th of February, 1884, to the sum of $27,737.23, and that this
total of $53,737.23 constituted the consideration of the conveyance
and transfer by Foster to him of property reasonably worth $42,000,
and as to Ashby Pearce the master found that he was an
accommodation endorser for Foster on a note for $5,000, which he
was obliged to pay, and that this was the consideration of the
conveyance and transfer to him of property, real and personal, of
the value of $4,200.
The learned judge of the circuit court stated in his opinion
that on the argument it was tacitly conceded that the conveyance to
Pearce was made for a full consideration, and for no other purpose
than to prefer him to other creditors, and that concession is, in
effect, made here, and, even if it were not, the evidence admits of
no other conclusion.
Page 144 U. S. 597
The circuit court also reviewed the evidence as to Foster's
condition on February 6, 1884, and found that he had lost largely
by reason of a decline in flour during the winter, and was short
about 20,000 bushels of wheat, "for which he had given receipts, on
anyone of which he was liable at any moment to a criminal
prosecution;" that there was no room to doubt that John A. Crawford
was then liable as surety on Foster's paper for $15,900; "that he
afterwards paid the same as part of the consideration of the
transfer to him;" that Crawford paid out from $10,000 to $15,000,
say $12,500, in settling with farmers and others holding Foster's
wheat receipts for 19,541 bushels, that the latter had used, and
that in addition Crawford, as part of the consideration for the
purchase, applied an open account of $5,803 due from Foster to him,
and so that Crawford unquestionably paid a consideration of $34,113
for the property, which was
"more than it would have probably sold for at sheriff's sale,
and more than three-fourths of the value that the master places
upon it, which, in my judgment, is its full market value."
But the master included in the total paid certain notes of
Foster, held by Crawford, amounting to $16,930, with interest, and
while the circuit judge held that the evidence, in respect of these
notes, and their being cancelled as part payment for the property,
was conflicting, he nevertheless thought that the weight of the
evidence sustained the result arrived at by the master. The
contention of complainant was that, while the notes were paid at
some time, this was before the transfer of the property, when they
were fraudulently revived for the purpose of being made a part of
the consideration thereof; but upon the whole the judgment of the
court was that the
"Foster notes in question were existing obligations between the
parties at the date of the transfer, and that, whether this be so
or not, the purchase was made in good faith, and for a valuable and
even adequate consideration."
We concur that the consideration was not in any view so
inadequate as to raise an inference of bad faith, and that it
probably exceeded the value of the property conveyed.
Some stress is laid in argument upon the possession by
Foster,
Page 144 U. S. 598
after the transfer, of the mill and his residence. It is not
contended that such possession of realty rendered the transaction
fraudulent
per se (
Phettiplace v. Sayles, 4
Mason, 321), but that it afforded persuasive evidence of fraud in
fact.
But, as the court remarks, the surrounding circumstances must be
taken into account. The two men were friends of many years
standing. They had grown old together, and when Foster failed, and
transferred a large part of his property to Crawford, his principal
creditor, there was nothing unreasonable in the employment of the
former by the latter to run the mill at $75 a month and the use of
the dwelling. This is what was done, according to the testimony,
and the explanation was properly held to be satisfactory.
And so as to Foster's declarations. Expressions of hope of
recovery indulged in by a person reduced to poverty by large losses
must be taken with many grains of allowance, and those testified to
here as indicative of the retention of an actual interest in the
property fall short of overcoming the explicit evidence to the
contrary.
The case as to William Crawford is of much more difficulty.
We cannot accept the view of complainant's counsel that it is
impossible to hold the conveyance to William Crawford in valid
without also setting aside that to John A. Undoubtedly the rule is
that a transaction void in part for fraud in fact is entirely void,
but here the transactions were so distinct that while the
circumstances surrounding the one should be given due weight, so
far as they may bear upon the other, as result adverse to the
validity of the one does not necessarily compel a like result as to
the other. The instruments were several; the grantees, the property
conveyed, the alleged consideration, were all different and
disconnected, and although John A. acted for his brother, in
obtaining the deed, yet we are not prepared to hold that error was
committed in declining to treat the conveyances as constituting
parts of a single transaction and rendering John A. a co-grantee
with William.
The case as to William turned upon the existence, unpaid,
Page 144 U. S. 599
of certain notes against Foster, which he claimed were
outstanding on the 6th of February, 1884, and surrendered as the
consideration for the conveyance of the "brick store property."
The master found that in 1867, William Crawford sold the
Magnolia mill property to J. H. and John Foster for $16,000,
receiving $6,000 in cash, and taking five promissory notes of the
Fosters for $2,000 each, bearing date July 20, 1867, maturing in
one, two, three, four, and five years after date, respectively, and
secured by a mortgage on the mill and other property duly executed
and recorded; that it was contended on behalf of William Crawford
that these notes were taken up by J. H. Foster's notes, six in
number, for $16,000, bearing date July 20, 1883, five of them for
$2,000 each, payable in one, two, three, four, and five years after
date, and one for $6,000 payable in one year after date, which
notes were produced and put in evidence; that the mortgage was
cancelled of record by Crawford on July 31, 1883; that in 1876, J.
H. Foster bought the interest of his brother John in the business
and property of J. H. Foster & Co., and assumed all the
liabilities of the late firm, this being four years after the
maturity of the last of the five notes given for the mill by the
two Fosters; that, during all these years, Foster was doing a
lucrative business, and was expending considerable sums in the
improvement and development of his mill property, and in embarking
in new ventures; that in 1876, Foster paid large sums to John A.
Crawford in money, and by transfer of notes of other people. And
the master concluded that the probabilities were strong that John
Foster would have insisted upon the taking up of the notes either
by payment or the substitution of new notes in 1876, when J. H.
Foster bought him out, and that William Crawford would not, while
J. H. Foster was doing so large a business and paying over so much
money, allow these original notes to run until the interest
amounted to three fifths of the principal. But, aside from the
probability that these notes were paid long before the satisfaction
of the mortgage, the master referred to the positive testimony that
upon the passage of the law known as the "Mortgage Tax
Page 144 U. S. 600
Law," which went into operation in 1883, the then county clerk
of Linn County called the attention of William Crawford to the fact
that the records disclosed an unsatisfied mortgage in his favor
against Foster, and asked him to call and see about it, which
Crawford did, and expressing surprise that the mortgage was still
on the record, and remarking that it had been paid off several
years before, cancelled it; also to the evidence of a banker in
Albany that in 1878 or 1879, his attention was called to the fact
that this mortgage was unsatisfied of record, and he asked Foster
in relation to it, and was told by him that the mortgage was paid;
also to the sworn return to the assessor of taxes made by William
Crawford in 1881, giving his notes as aggregating $5,000. The
master also commented on the unreasonable character of the
inference that Crawford would cancel a valid mortgage on good
property by taking unsecured notes therefor, especially in view of
the fact that his debtor would not pay his interest, and in view of
the further fact that Foster already owed John A. Crawford an
amount which, with William's claim, approximated the value of
Foster's entire estate.
The master further found that the attempt to explain away the
testimony and circumstances to which he had referred, on the theory
that Crawford was seeking to avoid taxation, and had made an
agreement with Foster that he would pay the taxes on the unsecured
notes, if Crawford would satisfy the mortgage by taking them, was
without weight, for it was just as easy for Foster to pay the taxes
on the mortgage as upon the notes.
The circuit court discussed the evidence at length, and
considered the testimony of William Crawford that the first series
of notes were exchanged for the second series, and that the latter
were unpaid, when at his brother's suggestion, William gave them to
him for the purpose of purchasing the property then conveyed to
William by Foster, as improbable in all its essential features.
Judge Deady rehearsed the testimony of the various witnesses, and
pointed out that it overcame that of William and John A. and
Foster, and dwelt upon the improbability that Foster, who between
the giving
Page 144 U. S. 601
of the original notes, in 1867, and the transfer, in 1884, had
expended $40,000 on the mill property; had built the brick block in
question, which cost probably not less than $12,000; his dwelling
house, and his share of the Albany water works, would allow a
mortgage to secure a debt of $10,000 to remain on his mill for
seventeen years, and that Crawford would permit the unpaid interest
on such debt to accumulate to $6,000, and then take a note for the
amount, without interest or security. And he expressed
dissatisfaction with the explanation as to the cancellation of the
mortgage, that it was done to avoid the operation of the mortgage
tax law of 1882, and held that the decided weight of the evidence
supported the conclusion that the mill notes were paid before the
conveyance to William Crawford was made, and that therefore that
conveyance was without consideration and fraudulent against the
creditors of Foster.
We have patiently examined the evidence contained in the record,
and it is impossible for us to reverse the decree for error or
mistake in the conclusions of the master and the court, depending,
as they do, upon the weighing of conflicting testimony, and
entitled, as they are, to every reasonable presumption in their
favor.
The decree must be
Affirmed.
