Summary

Joseph P. Bradley Francklyn v. Sprague — Opinion of the Court

A conveyance or release of property by one who has a lien on it necessarily extinguishes the lien. Mary Sprague, as administratrix and guardian, after conveying to the corporation all her interest and the interest of her wards in the property, parted with all right in it, and accepted in lieu of it shares for her aliquot part in the body of it, and the assumption and engagement of the corporation to pay the balance due to her on the accounts.
Source: Wikisource

Joseph P. Bradley Francklyn v. Sprague — Opinion of the Court

The argument that the corporation, being the creature of the partners, was not a bona fide purchaser, and must be considered as having taken the property subject to all partnership equities against it, is not a sound one. The constitution of the corporation, and the transfer to it of the property, were authorized by law, and were intended to settle and extinguish these equities, and to place the concern on a new footing; and the very parties entitled to equities were the ones who organized the corporation, and made the conveyance to it.
Source: Wikisource

Joseph P. Bradley Francklyn v. Sprague — Opinion of the Court

The act of the legislature of March 9, 1863, gave her power to convey all the right, title, and interest of the said minors in and to the property, to the respective corporations. And this she did. By her conveyance, and that of the other interested parties, the entire property and assets of the partnership were conveyed to and vested in the corporations, those of A. & W. Sprague in the A. & W. Sprague Manufacturing Company, and those of the Quidnick Company in the Quidnick corporation, subject, however, to the debts and liabilities of every kind and description.
Source: Wikisource

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