tutes a fraud in law, and the consequences of such fraud cannot be avoided by an attempt to ignore the terms of the bill of sale. In Wisconsin, where a mortgagee took possession of mortgaged property under a mortgage which was constructively fradulent, by reason of a secret trust in favor of the mortgagor, the mortgagee, after taking possession under his mortgage, claimed that it did not matter that the mortgage was fraudulent in its inception, since he had the actual possession, and that he could hold the goods either as a payment or as a pledge to secure his claim. The reasoning of the case applies as well toa fraudulent bill of sale as to a fradulent mortgage. We quote from the opinion: “Asa matter of fact and of law, the mortgagees took possession under the mortgage, as was their right as between them and the mortgagor. We do not hold that the holder of a chattel mortgage may not relinquish his right under it, and accept the mortgaged goods from the mortgagor in payment of his debt or as a pledge. Such a transaction might be upheld in a proper case. But we do hold that such a shifting of title must be open, express, and explicit—as open, express and explicit as the mortgage itself; and that one who takes possession of chattels, apparently under a mortgage, cannot, when the mortgage fails him, shift his right of possession, by vague evidence of implied understanding, to payment of his debt or to a pledge for it. Both debtor and creditor must expressly be parties to either payment or pledge. But either must be established by the acts of the parties at the time, as expressly and satisfactorily as payment or pledge in any other case. Here there is no such evidence.” Blakeslee v. Rossman, 43 Wis. 116. See, also, Stein v. Munch, 24 Minn. 390. We have carefully examined the plaintiffs’ assignments of error relating to the admission of testimony, and find that the ruling of the trial court was proper, in view of the issue of actual fraud made by the pleadings; but whether such rulings were proper or otherwise could not have affected the determination of the case in this court, as we have deemed it proper to dispose of the case wholly upon the ground of constructive fraud. The order of the dis-
