Mr. Barney Larkey for the Receiver.

RELLSTAB, District Judge: The First People’s Trust excepts to the Master’s findings that it is not entitled to Apex truck No. 5365, found in the possession of the B. & B. Motor Sales Corporation (hereinafter called the bankrupt,) at the time the receiver took charge of the bankrupt’s estate.

The facts are: The bankrupt carried on the business of buying and selling auto trucks. On July 12, 1920, it agreed in writing with Robert Jones to sell him the truck in question for $1,955, payable in monthly installments. In this writing (called a “conditional sale agreement”), signed by both parties, it was declared, inter alia, that the bankrupt had that day delivered the truck to the buyer; that the title to the truck was not to pass to the buyer, but was to “remain vested in and be the property of the seller or assigns until the purchase price has been fully paid;” that if Jones failed to pay any of the installments when due the bankrupt might without demand, notice, or process, take possession of the truck, whereupon Jones’ right therein should terminate absolutely, and all payments made thereon be restrained by the bankrupt as liquidated damages and rent. At the same time, Jones executed two notes to the bankrupt, one for the sum of $1,427.15 (in the conditional sale agreement recited to be the balance to be paid on the truck), payable in twelve monthly installments, wherein it was declared that “upon default in the payment of any installment when due, the whole amount remaining unpaid shall immediately become due;” the other note represented the remainder (or some part of it) of the purchase price.

Both the conditional sale agreement and the $1,427.15 note subsequently were transferred by the bankrupt to the First People’s Trust. The transfer of the agreement is dated July 12, 1920, and recites that it is simultaneous with the purchase of the note; in terms it sells, assigns and transfers the bankrupt’s right, title and interest in the automobile in question and also in the conditional sale agreement, and asserts that the automobile was sold and not consigned to the buyer. The transfer of the note bears no date, is in the form of an endorsement, guarantees payment of the note, principal and interest, waives demand and protest, and is signed by the bankrupt by its President and Secretary, and by the same persons individually.

Jones had possession of the truck for several months, and, after making some of the stipulated payments, defaulted in further payments on both notes. The bankrupt repossessed itself of the truck, and was in possession thereof at the time the receiver took charge. Neither the conditional sale agreement nor the assignment was recorded. No rights or interests of any purchaser or creditor of Jones, the buyer, are involved in these proceedings, the controversy being exclusively between the assignee of the conditional sale agreement and the creditors of the bankrupt (seller).

The Master held that the assignment of the conditional sale agreement “was to act as a mortgage for the payment of the notes;” and that, as neither the conditional sale agreement nor the assignment had “been recorded in accordance with the laws of the State of New Jersey and ... the B. & B. Motor Sales Corporation had repossessed the truck and had it in its possession at the time of the appointment of the receiver,” the receiver, and not the First People’s Trust, was entitled to it.

First, as to the conditional sale agreement. The New Jersey Uniform Conditional Sales Act, approved April 15, 1919, effective from July 4, 1919 (N. J. P. L., p. 461), in section 1, defines a seller as “the person who sells or leases the goods covered by the conditional sale, or any legal successor in interest of such person.” In section 4 it declares that: “Every provision in a conditional sale reserving property in the seller after possession of the goods is delivered to the buyer, shall be valid as to all persons, except as hereinafter otherwise provided.”

The exceptions here referred to are contained in section 5, which declares that:

“Every provision in a conditional sale reserving property in the seller shall be void as to any purchaser from or creditor of the buyer, who, without notice of such provision, purchases the goods or acquires by attachment or levy a lien upon them, before the contract or a copy thereof shall be filed as hereinafter provided, unless such contract or copy is so filed within ten days after the making of the conditional sale.”

From this recital it will be seen that as no purchaser from or creditor of Jones is questioning the validity of such reservation, as between the bankrupt and Jones, the reservation to the bankrupt of title and property in the truck, was valid, notwithstanding the failure to record the agreement.