It was strongly urged, by those who assert their rights under the levy of the execution, and in opposition to those who claim under the assignment of the Pratts, that no such transfer was ever made, by the assignment, as vested any right in the assignee. It is here said, that by virtue of the charter incorporating the Richmondville Manufacturing Company, it is provided,* that the shares of its stock shall be transferable only on the books of said company, in such form as the directors of said company shall prescribe; and that power was given to the president and directors, to make a by-law on that subject; that they made a by-law pre*501scribing the form of transfers, to be made in a book to be kept for that purpose, by the secretary; that it should be signed that said by-law is by the person making the transfer; and always has been, in force ; and that no such transfer has ever been made. Hence they infer, that the shares were open to the attachment and execution of the creditors of the Pralls. The Marlborough Manufacturing Company v. Smith, 2 Conn. Rep. 579. Northrop v. Newtown and Bridgeport Turnpike Company, 3 Conn. Rep. 544. The Oxford Turnpike Company v. Bunnel, 6 Conn. Rep. 552.

Those who stand on the assignment and transfer by the Pralls, urge, that this by-law has been virtually repealed and abolished, for that there is no instance of its ever having been used in practice ; that the only mode adopted, was an entry in the book of the company, crediting the owner of shares witli the number to which he was entitled ; that no other evidence is to be found of any transfer, from the first organization of the company under the charter, though there have been many transfers; that the persons thus credited with shares, have been recognized, by the company, by being notified to attend the company’s meeting, and being admitted to vote ; and that scrip, certifying the number of shares holden, have been issued to them. Hence it is inferred, that-shares, holden by virtue of such an entry in the books of the company, are well vested in the persons to whom such credit is given ; and, of course, that their transfers are good.

From the facts found, it would seem clear, that Johnson, and of course, liar sen, who claims under him, and to whom the company issued a scrip in like form, would be entitled to the dividends as against the company. They might be estopped to say, that the dividends on shares certified by them to belong to an individual, should not be paid to that individual. But all these questions and considerations may be waived; for, in my judgment, the levy of the execution on these shares was valid, and, of course, the title under it is good..

The statute of 1828, entitled “ an act in addition to an act entitled an act against fraudulent conveyances,” renders this assignment and transfer of the Pralls to Johnson, void. By the first section of this act, it is declared, “ that all conveyances and assignments of any lands, tenements, goods, chattels or choses in action, hereafter made, directly or indirectly, by

*502aily person in failing circumstances, with a view to his insolven-to any person or persons, ¡n trust lor bis creditors, or any as against the creditors of the person making such conveyance or assignment, be deemed and adjudged fraudulent and utterly void, unless the same be made in writing, for the benefit of all said creditors, in proportion to their respective claims, and be lodged for record in the office of the court of probate for the district where the assignor or assignors, or some of them, reside; and the judge or clerk of said court shall enter thereon, the time when the same was received for record, and the record shall bear the same date.” Ch. 3. s. 1. p. 182. All the parts of this section bear directly on the assignment in question, with a single exception, which will hereafter be noticed. It is an assignment of shares in a manufacturing company; and therefore, the subject of assignment is within the description “ lands, tenements, goods, chattels and choses in action.” It is made by a person “ in failing circumstances ;” and so expressed upon the face of it. It also appears, that it was made “ with a view to their insolvency for they say, they are “ compelled to suspend payments.” It is made to Johnson, in trust for his benefit, and that of other favourite creditors, not “ for the benefit of all their creditors, in proportion to their respective claims.”

It is, however, objected, that the statute in question cannot apply to any person living out of the state, because of this direction, that the assignment shall be “ lodged for record in the office of the court of probate for the district where the assignor or assignors, or some of them, reside.” Now, in this case, the parties to the assignment all resided, not only out of the probate district, but out of the state. It will hardly be contended, that such property is not within the jurisdiction of our legislature, or that it is not the subject of any fit and proper municipal regulation. It may be attached and sold on an execution. Property in Connecticut gives jurisdiction to the courts in Connecticut, between people of other states. Thus it is laid down, I Sw. Dig. 591. 2 Sw. Syst. 198. Osborn v. Lloyd, I Root 447. Sill v. The Bank of the United States, 5 Conn. Rep. 102.

A gain ; what is the object of the law under consideration ? An equal distribution among the creditors of the effects of an insolvent and a prevention of the evil of partial assignments, *503to individual creditors, for their exclusive benefit. It is, then, the duty of the courts so to construe the law, if possible, to advance the remedy and suppress the mischief. The same principle lies at the foundation of all laws on the subject of bankruptcy and insolvency.

What then, if the parties to this assignment were citizens of the state of New-York, so that a literal compliance with that part of the section in question, which directs that the assignment. shall be lodged in the office of the court of probate in the district where the assignors live, cannot be had i Is the law, on that account, to be deemed a dead letter, in a case otherwise clearly embraced by it ? I think not.

If some of the rules of construing statutes are resorted to, they will shew, that this assignment is to be considered as within this statute.

Every statute ought to be construed according to the intent of the legislature; and therefore, if a corporation were intended, though it be misnamed, it is sufficient. 10 Co. 57. b. — Every statute ought to be construed according to the intent, and not according to the letter. Plowd. 353. 363. So the judges expound a case , within the mischief and cause of an act to be within the equity of the statute, though it be not within the words. Co. Litt. 24. So a case out of the mischief intended to be remedied, though embraced by the words, shall bo construed out of the purview. 2 Co. Inst, 386.— The statute of Gloucester, penal in its nature, which gave treble damages against a tenant for years, extends, by equity, to a tenant for half a year. Plowd. 178. Where remedy for waste is given against a lessee, it extends to a de-visee for life or years. Plowd. 10. A statute in relation to administrators, is extended to executors. Plowd. 467.

I have shewn this assignment to be within the equity of the statute. It ought, then, to be construed to embrace it. Or shall it be adopted as a sound construction of this act, that the property, however great, situated within our jurisdiction, but owned by a person not an inhabitant, may be conveyed or assigned, by tfie owner in failing circumstances, to a favourite creditor, to the exclusion of all others; and those too, perhaps, our own citizens!

If it. be asked, how and where the assignment is to be re*504corded, I answer, in the office of the probate judge of the dis-* trict where the property is situated.

If it still be urged, that this assignment was good, according: to the laws of the state of New-York, where it was made, it may be replied, it is not good in relation to property in ConnectU. cut, being made in contravention of a law rightfully made, and which binds here.

The result is, that the assignment in question is void, under our statute, and that the purchasers under the execution are entitled to the shares; and that the superior court be advised to decree accordingly.

Decree for purchasers under the execution.