material facts, provided he knows the other to be
ignorant of them, and they are not open and naked, or equally within the
reach of his observation. Surely the _moral law_ and fair dealing
require, in all cases, a full disclosure of all defects within the
knowledge of the contracting parties.

Chapter LVI.

Fraudulent Sales; Assignments; Gifts, &c.

Sec.1. The title to property is sometimes transferred with fraudulent
intent. A debtor, to place his property beyond the reach of his
creditors, sells or assigns it to others by way of mortgage, under the
false pretense of securing the payment of a debt; the property to remain
in the possession and use of the assignor.

Sec.2. Any agreement which operates as a fraud upon third persons, is void.
It is a rule of common law, that all deeds of gift, and all transfers of
goods and chattels made by any person to secure them for his future use,
shall be void as against creditors; and that if property assigned or
sold remains with the seller or assignor, the transaction is to be
presumed fraudulent. But whether such conveyance of goods is only _prima
facie_ (at first view) evidence of fraud, which the vendee or assignee
may rebut by proving the sale or assignment to have been made honestly
and in good faith; or whether the transaction is fraudulent in point of
_law_, and void, is a question upon which the decisions of the courts
in England as well as those in this country differ, and which,
therefore, may be considered as not conclusively settled.

Sec.3. Some have made a distinction between bills of sale and assignments
that are absolute and those that are conditional. The supreme court of
the United States has affirmed the doctrine that an absolute and
_unconditional_ bill of sale or conveyance, when the property is
retained in possession, is of itself conclusive evidence of fraud; in
other words, it is presumed to be fraud in point of law, whatever it may
be in fact. It has been held by the same court, that a conveyance with a
_condition_ that the property is to remain with the vendor until the
condition shall be performed, or a conveyance in the nature of a
mortgage or security, expressing an agreement between the parties, that
the mortgager shall retain possession, is valid.

Sec.4. In some states, the doctrine established by the courts is, that a
continuance of possession is only _prima facie_ evidence of fraud; in
which case the mortgagee or assignee is allowe