CLARK VS. LEVERING. 179

a new acceptance was given by said Whittington & Snyder, of
a draft of John W. Fowler in favor of dark, and by him en-
dorsed to the firm of B. Deford & Co. Whittington & Snyder
afterwards failed in business; and Frederick A. Levering and
John 0. Bridges having become their assignees, claimed to hold
the schooner exclusively for the benefit of the general creditors
of their insolvents, and advertised it for sale. The complain-
ant filed his bill against them for an injunction, and prayed
that the vessel might be sold under the direction of the court;

and the proceeds, after payment of the purchase money, assign-
ed to him. A sale was subsequently made by agreement, and
the case referred to the Auditor, who applied the proceeds,
(after deducting the costs) proportionally, to the payment of
the unsatisfied draft held by Applegarth; of the one held by
Deford & Co.; and of the claim of the defendants on account
of the payments made by their insolvents, (the proceeds being
insufficient to pay them all in full,) Applegarth, and Deford &
Webb, excepted to this account, because their claims were not
allowed in full, instead of being placed on an equality with
those Of the defendants. Proof wag offerpd at the same time
to show that the draft held by Deford & Webb, constituted one
of the claims against the schooner Emily Ann. The Auditor
having stated another account dated 3d December, 1847, un-
der the instructions of the complainant's solicitor, allowing said
claims in full, the case came before the Chancellor, on the
question of its ratification. ]

THE CHANCELLOR:

There can be no doubt, that the bill of sale, though absolute
in its terms, is in this court to be considered as a mortgage;

the object being to secure the payment of a debt, and not to
transfer the title absolutely to the parties to whom the convey-
ance was made. Hicks vs. Hicks, 5 G. & J., 75; Dougherty
vs. McColgan, 6 ibid., 275.

And it seems to me there can be as little doubt, that the
debt intended to be secured, was that due the vendor of the
vessel, and for which the bills were given; and that the holders