Traub v. Milliken. of the disclosure of the real principal, as if the agent had been the contracting party." In a note to the case of Thomson v. Davenport, found in 2 Smith's Leading Cases, 373, it is said: "Where the agent has contracted for an undisclosed principal, and that principal thinks proper to sue on the contract in his own name, he does so subject to those rights which the defendant might have exercised against the agent at the time of disclosure, had that agent been really a principal." Numerous cases are here cited in favor of the doctrine. In Kelley v. Munson, 7 Mass. 319, SEWALL, J., in delivering the opinion of the court, says: "Where a factor sells in his own name, being responsible for the price of the goods sold, whether collected or not; or where he sells them to his own creditor where there are mutual dealings, the principal cannot interfere to the prejudice of the party dealing with the factor, without knowledge of his agency, and only the balance, if any be due to the factor, can be reclaimed by the principal." In Ilsley v. Merriam, 7 Cush. 242, the court remarks: "The position taken by the defendant is that Field, the agent, having made the contract in his own name, the name of the principal no* being disclosed, the defendant is entitled to be placed in the same situation in all respects as if Field had been the real party in interest. Is this a correct view of the law on this point? There is no doubt that the principal, who thus assumes a contract made by his agent, must take it subject to all the equities that would avail the defendant if the agent were the plaintiff; or, to state the principle in other language, the principal must take therewith all the attendant burdens and subject to all the attendant first counter-claims and defense of the other contracting party." In the case of Huntington v. Knox, 7 Cush. 371, it is said: "It is now well settled by the authorities, that, when the property of one is sold by another as agent, if the principal give notice to the purchaser before payment to pay to himself, and not the agent, the purchaser is bound to pay the principal, subject to any equities of the purchaser against the agent." Chancellor KENT says: "If, however, the factor should sell in his own name as owner, and not disclose his principal, and act ostensibly as the real and sole owner, the principal may, nevertheless, afterward bring his action upon the contract against the purchaser; but the latter, if he bona fide dealt with the factor as owner, will be Traub v. Milliken. entitled to set off any claim he may have against the factor, in answer to the demand of the principal." 2 Kent's Comm. 632. In Smith's Mercantile Law, 140, it is said: "Thus when a factor, dealing for a principal, but concealing that principal, delivers goods in his own name, the person contracting with him has a right to consider him, to all intents and purposes, the principal; and though the real principal may appear and bring an action on that contract against the purchaser of the goods, yet that purchaser may set off any claim he may have against the factor in answer to the demand of the principal." In 1 Parsons on Contracts, 53, it is said: "In the case of a simple contract, an undisclosed principal may show that the apparent party was his agent, and may put himself in the place of his agent, but not so as to affect injuriously the rights of the other party.” In Chitty on Contracts, 225, it is said: "It would be unjust to permit the principal to interfere and sue the debtor to his prejudice, in those instances in which the debtor had innocently, and in ignorance of the claim of the principal, dealt with the agent, he being a factor, upon the supposition that he was the principal, a character which he was allowed by his employer to assume by having the possession of the goods, or being intrusted with the indicia of property therein. If, therefore, the defendant has credited and acquired & set-off against the agent under such circumstances, before the principal interposed, the latter will be affected and bound by the set-off in the same manner as the agent would be were he the plaintiff on the record." In Story on Agency, section 419, it is said: "So if the agent has sold goods in his own name, no other person being known as principal, and the agent agrees, at the time of sale, that the vendee might set off against the price a debt due to him by the agent, that set-off will be as good against a suit brought by the principal as it would be if the suit was brought by the agent for the price." * * "The principal is ordinarily entitled to the same remedies against such third persons, in respect to such acts and contracts, as if they were made or done with him personally; it will make no difference that the agent may also be entitled to sue upon the contract, nor that the third person has dealt with the agent, supposing him to be the sole principal. The only effect of the last consideration is, that the principal will not be permitted to intercept the rights of such third person in regard to the agent; but he must VOL. II.-3 Traub v. Milliken. take the contract subject to all equities, in the same way as if the agent were the sole principal. Thus, for example, if the agent is the only known or supposed principal, the person dealing with him will be entitled to the same right of set-off as if the agent were tne true and only principal." § 420. In Paley on Agency, by Lloyd, 325, it is said: "Moreover, if all agent be permitted to deal as if he were principal, the party dealing with him, and ignorant of his representative character, is entitled to the same rights against him as if he were in fact the principal. So that, under these circumstances, he may set off against the demand of the principal a debt due from the factor to himself." We think the case at bar comes fully within the rule stated by the foregoing authorities. The report discloses no evidence that the defendants knew or had reason to believe that Robinson was acting in a representative character. Robinson says he did not communicate to them the fact that the plaintiffs owned the sugars. This fact is affirmatively stated and proved. In Baxter v. Duren, 29 Maine, 434, SHEPLEY, C. J., says: "When a person deals with a factor, knowing him to be the agent of some unknown person, the rights of the parties are governed by the rule which prevails when a person, not known to be an agent, deals with another as agent, without dis closing his principal." Looking at the facts proved in this case, and applying to them these principles of law, we think the defendant is entitled to judg ment. It is quite clear that had the action been brought in the name of the agent Robinson, as it might have been done, the payment made by the defendants would have afforded a complete defense. There being no satisfactory proof that the defendants knew of his representative character, and it being proved that the agent did not disclose his principal, we think the plaintiffs cannot now come in and avoid the effect of that payment. If a set-off could be now allowed a fortiori, a payment made and accepted could be. Whether being a foreign principal, beyond the seas, and their factor dealing as principal, they can or not sue at all in their own name, where the exclusive credit has been given the agent, we do not find it necessary to decide. It is sufficient for the disposition of this case to say, they cannot put themselves in a better position against these defendants than Robinson, the agent, would have been in had he commenced the action. Judgment for the defendants. Corey v. Ripley. COREY V. RIPLEY. (57 Maine, 69.) Bankruptcy. Impeaching discharge in state court. A discharge in bankruptcy cannot be impeached in a state court for any cause which would have prevented the granting of the discharge under the bankrupt act, or would have been sufficient ground for annulling the discharge in the United States court under that act. The authority to set aside and annul a discharge in bankruptcy under the act of 1867 rests exclusively in the United States courts. The facts are stated in the opinion. Shepley & Strout, for the plaintiff. Davis & Drummond, for the defendant. DICKERSON, J. Assumpsit on account annexed to the writ. The defendant pleaded a discharge in bankruptcy in bar of the further maintenance of this suit. The plaintiff alleged, in his replication, that the defendant's discharge is invalid, for the reason set forth in section 29 of the bankrupt act of 1867. According to the agreement of the parties, the law court is to decide whether the defendant's discharge in bankruptcy can be impeached in this court for any cause which would have prevented the granting of the discharge under the bankrupt act, or would have been sufficient ground for annulling the discharge in the United States court, as provided in that act. * Section 29 of the bankrupt act of 1867 specifies the grounds which will prevent the granting of a discharge, or render one invalid when granted. After enacting that a discharge duly granted under this act shall be a full and complete bar on all suits, ** and that the certificate of discharge shall be conclusive evidence of the fact and the regularity of such discharge, section 34 contains the following proviso: "Any creditor or creditors of said bankrupt, whose debt was proved or provable against the estate in bankruptcy, who shall see fit to contest the validity of said discharge, on the ground that it was fraudulently obtained, may, at any time within two years from the date thereof, apply to the court which granted it to set aside and annul the same." Corey v. Ripley. The question presented in this case did not arise under the bankrupt act of 1841, as that act made the bankrupt's discharge conclusive, "in all courts of justice" (§ 4), unless it should be impeached for one of the causes stated in the act itself, and no tribunal was designated for testing its validity. This provision of the act of 1841, however, was held to restrict the action of courts in impeaching the validity of the discharge of a bankrupt to the causes and the manner therein specified. Chadwick v. Starrett, 27 Maine, 138; Coates v. Bush, 1 Cush. 564; Humphrey v. Swett, 31 Maine, 192. By parity of reasoning, the mode of impeaching the validity of a discharge prescribed in the act of 1867 excludes all other modes; and such, we think, is the true construction of that act. The proceedings in bankruptcy are statutory proceedings. The powers exercised and the remedies provided in bankruptcy are given by statute. The impeaching tribunal is specified, and this designation, according to well-established principles of interpretation, forms a part of the remedy, and excludes all others. Dudley v. Mayhew, 3 N. Y. 10; Stevens v. Evans, 2 Barr. 1157; City of Boston v. Shaw, 1 Met. 130. The act of 1841 made the bankrupt's discharge "full and complete evidence of itself, in favor of such bankrupt * in all courts of justice, ** * * unless the same should be impeached" for the causes and in the manner stated. That act, moreover, contains no such provision for determining the validity of a discharge in bankruptcy, as is provided in the act of 1867. The difference in the phraseology and the provisions of the two statutes is quite significant, and precludes the construction, so ingeniously contended for by the learned counsel for the plaintiff, that the same mode of testing the validity of the bankrupt's discharge obtains under both. acts. Instead of subjecting the bankrupt to the liability of having the validity of his discharge called in question, in any and all suits that should be brought against him, on his debts proved or provable under the bankrupt act, for an indefinite time, the proviso in the 34th section of the act of 1867 was intended to limit all con testants to the period of two years from the date of the discharge, and to the tribunal therein specified, in respect to the time and mode of annulling his discharge. The act in effect saya to all such, "You have had an opportunity to prove your claims and to show cause why your debtor should not receive his discharge in bankruptcy; you are allowed two years to impeach that discharge |