Kendall

The appellants instituted this action to obtain a declaratory judgment relative to the validity of a claim in the sum of $45,129.35, owned and possessed by the defendant against the Terminal Ways and Machinery Company, the assignor of the plaintiffs. The defendant had judgment, and from this judgment the plaintiffs appeal.

The record shows that the Terminal Ways and Machinery Company, a corporation organized and existing under the laws of the state of California, had become heavily involved financially and unable to meet its obligations, and on or about the tenth day of July, 1924, executed an assignment and declaration of trust in favor of the plaintiffs, wherein and whereby the plaintiffs were authorized to take charge of all the assets and property then and theretofore belonging to the Terminal Ways and Machinery Company, collect all moneys due the company, reduce the assets to cash, and discharge all the expenses of executing the trust, pay all preferred claims, and then distribute the residue, pro rata, among the unpreferred creditors of said company. The declaration of trust and assignment sets out in schedule “D,” as a part of said assignment, a list of the creditors of…