Where there is a question of the priority of successive assignments, in jurisdictions which follow the English rule concerning notice, and also in all jurisdictions where the question arises whether a defence set up by the debtor was acquired before notice of the assignment, it is important to determine what constitutes notice. In the first place actual knowledge acquired in whatever manner and for whatever purpose, is sufficient, if it is such as would operate upon the mind of any rational man of business, and make him act with reference to the knowledge he has so acquired; 25 and even though there is no actual knowledge of an assignment, if there is knowledge of such facts as would put a reasonable man upon inquiry, and as would indicate heedless disregard of others' rights if no attention were paid to them, the effect is the same as if actual notice had been given.26 But if information was casually given under such circumstances as naturally to pass out of the debtor's mind, it will not be regarded as notice;27 though a formal notice would doubtless be effective whether forgotten or not. Notice by word of mouth is sufficient.28 Notice to a corporate officer whose duty it is to receive or to communicate the fact to the corporation will bind the corporation; 29 notice given to one of the several co-trustees who are the debtors, binds all;30 But where a trustee was also a beneficiary, and as such made assignments of his beneficial interests, his knowledge of the that supposed of mailing a draft. The draft, is a formal instrument and property in it will pass on mailing it, as property would pass in the goods when shipped, but rights in an intangible chose in action cannot be created in the same way. As to the necessity of notice to the assignee of an assignment, see Nixon v. Joshua Hendy Machine Works, 61 Wash. 419, 99 Pac. 11. See also infra, Sec. 440.

25 Meux v. Bell, 1 Hare, 73; Lloyd v. Banks, L. R. 3 Ch. 488; Arden v. Arden, 29 Ch. D. 702; Guthrie v. Bashline, 26 Pa. 80

26Anderson v. Van Alen, 12 Johns. 343; Tritt's Adm. v. Colwell's Adm.,

31 Pa. 228. In Barron v. Porter, 44 Vt. 687, however, it is said that though notice need not be given by the assignee directly, it must at least indirectly emanate from him and be by his procurement.

27 Saffron Building Soc. v. Rayner, 14 Ch. D. 406; Re Barr, i K. & J. 219; Ex payee Carbis, 1 Mont. & Ayrt. 693n.

28Browne v. Savage, 4 Drew, 636; Smith v. Smith, 2 C. & M. 231; Allet-son v. Chichester, L. R. 10 C. P. 319.

29Gale v. Lewis, 9 Q. B. 730; Allet-son v. Chichester, L. R. 10 C. P. 319.

30 Smith v. Smith, 2 Cr. & M. 231; Ward v.Dunoombe, [1893] A. C. 369; Foster v.Mix, 20 Conn. 396.

first assignment was held not to bind the trustees, and a subsequent assignee who gave formal notice was preferred.31 On the other hand if the assignee is one of several co-trustees who are the debtors, the knowledge of the assignee has been held notice.32 The ground of distinction taken is that an assignor has motives for concealing the assignment from his co-trustees, but an assignee has not. Somewhat similarly the knowledge of an agent or trustee in a transaction in which he is committing a fraud for his own advantage will not be imputed to the principal or co-trustees.33 If notices of assgnment are simultaneous, the prior assignee would prevail.34 A distinction which is not without force between the position of the debtor and that of an assignee has been thus stated: "The fact, however, of such substitution of a new creditor must, in order to make the debtor liable to the assignee, be brought home to the debtor with much exactness and certainty before he has paid the debt. The rule of notice to him is much more stringent than that which may defeat the title of a purchaser of a chose in action or of real estate. The latter is free to purchase or refuse to purchase as he chooses, and therefore it is his duty, before acting, to trace out any reasonable doubt and to inform himself of the true facts as soon as anything arises to put him on inquiry. But the debtor is not so situated. He must pay to his original creditor when the debt is due, unless he can establish affirmatively that some one else has a better right. The notice to him, therefore, must be of so exact and specific a character as to convince him that he is no longer liable to such original creditor, and to place in his hands the means of defence against him, or at least the information necessary to interplead the assignee."35

31 Browne v. Savage, 4 Drew, 635; Lloyd's Bank v. Pearson, [1901] 1 Ch. 866.

32 Browne v. Savage, 4 Drew. 635 An earlier decision which seems directly contrary was not cited. Tim-son v. Ramsbottom, 2 Keen, 35.

33 Thomson-Houston Elec. Co. v. Capitol Elec. Co., 65 Fed. 341,12 C. C. A. 643; Atlantic Mills s. Indian Orchard Mills, 147 Mass. 268, 17 N. E.

496; Newell v. Hadley, 206 Mass. 335, 347, 92 N. E. 507, 29 L. R. A. (N. S.) 90S.

34Johnstone v. Cox, 16 Ch. Div. 571.

35 Skobis v. Ferge, 102 Wis. 122, 130, 78 N. W. 426, citing, - Christmas v. Russell, 14 Wall. 69, 84, 20 L. Ed. 762; Brady v. Loring, 70 111. App. 191; In re Tichener, 35 Beav. 317.