N. Y. Rep.] Opinion of the Court, per BARTLETT, J. (2 R. S. 137, § 1), and that defendant Fahy is a purchaser of the real estate with previous notice of the frandulent intent of the assignor and of the fraud rendering void the title of the assignee. (2 R. S. 137, § 5.) The section last cited reads as follows, viz. : "85. The provisions of this chapter 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." In order to establish that defendant Fahy is not within the protection of this section the plaintiff points out the fact that the deed from the assignee to Fahy refers to the general assignment, and by its terms Fahy assumed and agreed to pay as part of the purchase price an individual debt of the defendant James Marion, to wit, a bond and mortgage given by him to the Rochester Savings Bank in 1883 for five thousand dollars. The plaintiff argues from these facts that as the assignment was fraudulent and void upon its face, the defendant was put upon his notice, and that all the facts to advise him of the fraud were contained in the assignment. The undisputed facts and the findings of the referee show that the public sale of the real estate took place on the 9th day of March, 1887, and that later in the day after Fahy had made his purchase and paid therefor, but before he received the deed, he was informed that the Booss action had been commenced to set aside the assignment on the ground that it was fraudulent and void as to the plaintiffs in that action. The referee finds that at the time of the purchase by Fahy and of the payment of the purchase money by him, he had no actual knowledge of any fact relating to any fraud in the assignment or of any fraudulent intent on the part of the assignors, and that he did not obtain actual knowledge of any such fact or intent until after he received the deed from the assignee. Opinion of the Court, per BARTLETT, J. [Vol. 147. It is also found that a fair price was paid for the property. It was admitted upon the trial that prior to the sale of the real estate Fahy had not read or examined the assignment or schedules of Marion & Co. These facts and findings would seem to place the defendant Fahy within the protection of the statute, as he paid a valuable consideration and had no actual notice of the fraudulent intent. To meet this situation the plaintiff insists that as Fahy purchased at a general assignee's sale he is subject to the rule of constructive notice to the effect that if the purchaser has not actual notice of the fraudulent intent with which the land has been conveyed to his vendor, yet, if the circumstances were such as would have put a prudent man upon his inquiry which, if prosecuted diligently, would have disclosed the fraud, he cannot be deemed a bona fide purchaser in good faith. This court has held (Parker v. Conner, 93 N. Y. 118), in reference to a sale of personal property, that it was necessary to show actual knowledge or belief, or at least actual suspicion in the vendee that the sale was being made with intent, on the part of the vendor, to defraud his creditors. Judge RAPALLO said (page 125): "We have not been referred to any case where the doctrine of constructive notice has been applied so as to charge a purchaser of land, who has paid a valuable consideration and was, in fact, innocent of any guilty knowledge, with notice that his grantor made the conveyance with intent to defraud creditors at large, having no special lien or equity.” After distinguishing the cases of Baker v. Bliss (39 N. Y. 70) and Reed v. Gannon (50 N. Y. 345) Judge RAPALLO lays down the rule that there is no duty of active vigilance cast upon the purchaser for the benefit of creditors of the vendor which should require him to suspect and investigate the motives of the vendor. In construing the section already quoted from the statute concerning fraudulent conveyances (2 R. S. 137, § 5) this court laid down a rule which has been repeatedly followed. (Stearns v. Gage, 79 N. Y. 107.) Judge MILLER, after quoting the statute, says: "This plainly means that actual notice shall be given of the fraudulent intent or knowledge of circumstances which are equivalent to such notice. Circumstances to put the purchaser on inquiry where full value has been paid are not sufficient." Judge MILLER then states that a purchaser for a valuable consideration, without previous notice, is not chargeable with constructive notice of the fraudulent intent of his grantor. This case was approved and followed by this court in a very recent case. (Jacobs v. Morrison, 136 N. Y. 105.) We think the defendant Fahy is clearly a purchaser of the real estate in question for a valuable consideration, and without notice of the fraudulent intent of the assignors in making the general assignment. So much of the judgment below as is appealed from by the plaintiff should be affirmed, with costs. All concur, except HAIGHT, J., not sitting. 147 597 151 66 147 597 CHARLES J. CLOSE, Respondent, v. RICHARD K. NOYE, 1. MANUFACTURING CORPORATIONS-LEASEHOLD. A leasehold of a building required by a manufacturing corporation for a manufactory is "property" necessary for the business of the corporation, within the meaning of chapter 333, Laws of 1853. 2. STOCKHOLDER'S LIABILITY-EXEMPTION. The exemption from personal liability under section 10 of the Manufacturing Act of 1848 (Chap. 40), formerly conferred by chapter 333, Laws of 1853, upon holders of stock issued in payment for "manufactories and other property necessary for the business of" the corporation, held, to extend to the lessor of a building required by a corporation for a manufactory, on stock issued to him prior to the repeal of said acts under an agreement, made on his consenting to an assignment of a lease of the building to the corporation, to accept stock in lieu of cash for the rent to accrue during the first year thereafter. f165 271 3. REPEAL OF STATUTE. Held, also, that the right of exemption accrued when the holder of the stock became its owner, and, therefore, was not affected by the subsequent repeal of chapter 40, Laws of 1848, and chapter 333, Laws of 1853, by the Stock Corporation Law of 1890 (Chap. 564), but was protected by the saving clause (§ 71) of that law. Close v. Noye (4 Misc. Rep. 616), reversed. (Argued October 14, 1895; decided October 22, 1895; motion for reargument submitted November 25, 1895; denied December 3, 1895.) APPEAL from judgment of the General Term of the Superior Court of the city of Buffalo, entered upon an order made July 14, 1893, which affirmed a judgment in favor of plaintiff entered upon a decision of the court on trial without a jury. The nature of the action and the facts, so far as material, are stated in the opinion. D. N. McNaughtan and F. M. Inglehart for appellant. The undisputed facts fail to show a cause of action against the defendant, hence the complaint should have been dismissed. (Laws of 1853, chap. 333; Brown v. Smith, 13 Hun, 408; 80 N. Y. 650; Knowles v. Duffy, 40 Hun, 485; Whitehall v. Jacobs, 75 Wis. 479; Douglass v. Ireland, 73 N. Y. 100; Boynton v. Hatch, 47 N. Y. 231; Schenck v. Andrews, 57 N. Y. 133.) The court reached the conclusion that by chapter 564 of the Laws of 1890 the exemption of 1853 was repealed, and this repeal took effect May 1, 1891, and this is true. But, although repealed in terms, this repeal, by the saving clauses (§§ 71, 72), could not affect any rights which had already accrued to the defendant. (Laws of 1890, chap. 564, p. 1079, §§ 70, 72, 73; Schedule of Laws Repealed, pp. 1080, 1081; People v. O'Brien, 111 N. Y. 53; 3 Abb. Ct. App. Dec. 554; Bailey v. Hollister, 26 N. Y. 116; N. Y. & 0. M. R. R. Co. v. Van Horn, 57 N. Y. 477; In re Miller, 110 N. Y. 216; R. T. Co. v. Mayor, etc., 128 N. Y. 510.) Had there been no saving clause, and had the statute been retroactive, the proposition contended for on this appeal is that the law as to stockholders' liability could be changed, and was changed, by chapter 688 of the Laws of 1892, which took effect May 18, 1892, and amended section 57 of chapter 564 of the Laws of 1890, which took effect May 1, 1891, and was, in substance, the same as the Laws of 1848, with respect to the liability of stockholders. (Laws of 1890, chap. 564, § 57; Laws of 1892, chap. 688, § 54; Howard v. Moot, 64 N. Y. 262; Morse v. Goold, 11 N. Y. 281; Booth v. Campbell, 37 Md. 522; Ochiltree v. R. Co., 21 Wall. 249.) The defendant's Simon Fleischmann for respondent. stock was never exempt from liability for corporate debts,. because it was issued to him in payment of a debt due him, and not for the purchase of mines, manufactories or other property. (Laws of 1853, chap. 333, § 2; Veeder v. Mudgett, 95 N. Y. 295; Lewis v. Ryder, 13 Abb. Pr. 1; 3 R. S. [8th ed.] 1961; Laws of 1890, chap. 564, § 42.) Whether or not the stock in suit was issued to the defendant for property purchased by the company is entirely immaterial upon the question. of his liability for the debt in suit, as the act of 1853 relieving the holders of stock issued for property from liability for corporate debts, was repealed on May 1, 1891, and the indebtedness upon which the defendant is held in this action was not incurred until January, 1892, nearly a year thereafter. (Laws of 1890, chap. 564, §§ 42, 57, 70, 71, 72, 73; 3 R. S. [8th ed.] 1958, § 19; In re Lee Bank, 21 N. Y. 9; Lazarus v. M. E. R. Co., 145 N. Y. 581; 3 R. S. 1957, § 10; 3 R. S. 1958, § 19; Sherman v. Smith, 1 Black, 587; Mayor v. R. Co., 113 N. Y. 311; Union Co. v. Hersee, 79 N. Y. 454; Bailey v. Hollister, 26 N. Y. 112; McLaren v. Pennington, 1 Paige, 102; Hyatt v. McMahon, 25 Barb. 457; E. Bank Case, 8 Abb. Pr. 199; 18 N. Y. 199; P. Co. v. Griffin, 24 N. Y. 150; In re Reciprocity Bank, 22 N. Y. 9; State v. B. & S. Co., 46 Alb. L. J. 504.) The amendments of the Corporation Law in 1892, modifying the liability of stockholders, cannot affect the defendant's liability in this suit, as the new law did not go into effect until after the indebtedness in suit was incurred, and a construction relieving stockholders from liability on an existing contract obligation would be in violation of the Constitution of the United States and of the Statutory Construc |