I was acting in this matter for the plaintiffs.” On cross-examination Stockdale testifies: “The agreement between Lee and I was not in writing. It was an oral agreement, outside of the bill of sale.” And further testified: “Of course I did not know what disposition we would make of the goods, and if they had to be sold at retail it would take some time. Question. What was the arrangement at that time as to how the goods were to be sold—in a lump? Answer. The goods were to be sold out and converted into cash. There was no particular understanding, because we did not know what was the best way to do for a certainty.” The district court found, as a conclusion of law, that “the contract of December 6, 1888, between Lee and the plaintiffs, was fraudulent in law, and void as to the creditors of Lee.” We hold that this conclusion was sound, and could not have been otherwise, upon the findings and upon the conceded facts of the case. Such a transfer of property as that disclosed by the evidence and findings is of a character which, on grounds of public policy, the law denounces as constructively fraudulent and void as to creditors. The question of the existence or non-existence of an actual purpose to defraud creditors does not enter, as an essential factor, in disposing of the question presented in the record, and we shall therefore, in this opinion, not find it necessary to enter upon that aspect of the case. The transfer of the property in question presents a case of “constructive fraud”—sometimes called “legal fraud.” See Civil Code, § 884; Comp. Laws, § 3508. The case of Coburn v. Pickering, 3 N. H. 415, is a leading case. The court say: “A sale of goods, in order to be considered as made bona fide with respect to creditors, must be made without any trust whatever, either express or implied. This is the doctrine of Twyne’s Case, 3 Coke, 80b, and we are not aware that the soundness of it has ever been questioned. It is not permitted to a debtor to convey away his goods by sale with any secret understanding between him and the vendee that the goods, shall be holden for the benefit of the vendor in any way whatever. The nature of the benefit reserved in the sale is immaterial * * * All conveyances, with secret reservations for the benefit of the vendor, tend directly to
