1. No consideration having been given for the conveyance of the premises in question, or for the two mortgages executed subsequent to the one here under foreclosure, or for the assignment of the said mortgages, the deed, mortgages and assignment will be set aside as void.
2. A contract between a corporation and its officers is voidable at the instance of the corporation, its stockholders or creditors.
3. An assignee of a mortgage takes the mortgage subject to all equities as between the mortgagor and the mortgagee, and it is the assignee's duty to make proper inquiry of the mortgagor as to his liability thereon. Complainant was not justified in relying solely on the statement made by the mortgagee who was president of the mortgagor-corporation, that the mortgage contract made by his corporation with him secured a valid debt due him. Had the bank made inquiry of the mortgagee as to the basis for the claimed indebtedness, his answers, if the same as given on the hearing of this cause, would have demonstrated that no foundation for the mortgage contract existed.
4. In order to enable an assignee to take advantage of a mortgagor's estoppel, he must be a bona fide holder; he can only be protected by the estoppel to the extent to which he has parted with his money.
5. The assignment of the mortgage here in question having been taken as security for the payment of a pre-existing debt, complainant is not a bona fide holder. The debt still remains and complainant has lost no right which he had to prosecute and recover it. If he has lost any right by lapse of time, it is the result of his laches.
PER CURIAM.
The decree appealed from will be affirmed, for the reasons stated in the opinion filed in the court of chancery by Vice-Chancellor Fielder.
For affirmance — THE CHIEF-JUSTICE, TRENCHARD, PARKER, CASE, BODINE, DONGES, HEHER, PERSKIE, PORTER, HETFIELD, DEAR, WELLS, WOLFSKEIL, RAFFERTY, WALKER. JJ. 15.
For reversal — None.