Siegle, Amy Tabor, Bessie Colby, Cora Granger and Grover Colby, in equal shares, to have and to hold forever.

"The eighty acres known as the west half of the southeast quarter of section thirty-two in said township of Ypsilanti shall go to the aforesaid children of Henry Colby, deceased, in equal shares, to have and to hold forever.

"The forty acres known as the south one-half of the west half of the southwest quarter of section. thirty-three in said township of Ypsilanti, shall go as follows:

"(a) The west twenty-eight rods in width thereof, subject to an estate for life in Sarah Wortley, shall go one equal undivided one-half to Sarah Irene Wortley and the remaining one-half to the children of Henry Colby, deceased, in equal shares, to have and to hold forever; (b) twenty-six rods wide of the middle part of said forty acres shall go to Rose Colby, and in event of her death without issue, the same shall go to the aforesaid children of Henry Colby, deceased, in equal shares, to have and to hold forever; (c) the remainder of said forty acres shall go to the aforesaid children of Henry Colby, deceased, in equal shares, to have and to hold forever.

"The aforesaid children of Henry Colby, deceased, will take the three-acre tract of land situate on section seven, in the township of Augusta in said county of Washtenaw.

"It is further ordered that said plaintiffs or defendants have leave to cause this decree, or a certified copy thereof, to be recorded in the office of the register of deeds for said county of Washtenaw."

Defendants have appealed from said decree.

BROOKE, J. (after stating the facts). The fourth paragraph of the will reads:

"I give and bequeath eighty acres of land on section 32 in town 3 south, of range 7 east, to Henry Colby and his children."

The decree provides with reference to this section: "The eighty acres known as the west half of the

southeast quarter of section thirty-two in said township of Ypsilanti shall go to the aforesaid children of Henry Colby, deceased, in equal shares, to have and to hold forever."

It is the contention of appellants touching this part of the decree that the court should have held that Henry Colby and his children, of whom there were seven at the time the will became operative, each took an undivided one-eighth of the eighty acres mentioned. We are of opinion that the construction contended for is sound. The eighty acres in question is given neither to Henry Colby nor to his children but to Henry Colby and his children. Each of those named, therefore, would, according to the number in the class, take an aliquot part of the eighty acres and the eighth thereof acquired under the will by Henry Colby, title to which remained in him at the time of his death, would be liable for the payment of so much of his debts as remained unliquidated after the appropriation of his personal estate.

The next question arises over the provision of the will as contained in the fourth paragraph.

"The balance of said forty acres I do give and bequeath to Henry Colby and his children,'

-with reference to which the decree provides:

"The remainder of said forty acres shall go to the aforesaid children of Henry Colby, deceased, in equal shares, to have and to hold forever."

This provision of the decree is in our opinion subject to the same infirmity as that relative to the eighty acres above discussed. As to the portion of said forty acres here described, Henry Colby and his seven children each took an undivided one-eighth under the terms of the will, Henry's eighth, undisposed of in his lifetime, being subject to the payment of his debts.

The next question arises with reference to the con

struction of the further provisions relating to said forty acres, part of which follow:

"I give 28 rods wide of west part (divided north and south) to Sarah Wortley.

* *

"The 28 rods wide on section 33, which I have willed to Sarah Wortley shall go to Irene Wortley and Henry Colby after the death of Sarah Wortley."

The decree provides that as to this 28 rods, upon the death of Sarah Wortley, Irene becomes the owner of the one-half and the children of Henry Colby become the owners of the other one-half. This, too, we think is an erroneous construction of the language under consideration. There is no ambiguity here. A life estate is clearly created in Sarah Wortley with remainder over to Irene Wortley and Henry Colby. Upon the death of the testator, therefore, Irene Wortley and Henry Colby became seized of an estate in fee subject to a life estate in Sarah Wortley.

The next provision likewise found in paragraph four is as follows:

"And I do further give to said Henry Colby three acres of land in Augusta, described as follows:" etc. With reference to this three acres the decree provides:

"The aforesaid children of Henry Colby, deceased, will take the three-acre tract in the township of Augusta."

It is asserted in the brief of counsel that Henry Colby died without in any way alienating or incumbering his title to said three acres and it is alleged that as to this property the decree should have confirmed the title in Henry Colby instead of in his children. With this contention we agree. While the will under consideration is inartificially drawn, we do not find it difficult to ascertain the intention of the testator from the language used. Neither the lapse of time since the will became operative nor the fact that

Henry Colby is now dead has any bearing upon the question under consideration.

The decree of the court below is reversed, and one will be entered in this court in accordance with the views above expressed. Costs to appellants.

BIRD, C. J., and OSTRANDER, MOORE, STEERE, FELLOWS, STONE, and KUHN, JJ., concurred.

EDWARD v. IOOR.

1. CORPORATIONS-FOREIGN CORPORATIONS-COMPLIANCE WITH STAT

UTES.

If a foreign corporation desires to carry on its business in this State it must comply with the provisions of the foreign corporation act (2 Comp. Laws 1915, § 9063 et seq.), and if it also desires to sell its stock or securities in this State it must comply with the provisions of the commission act (3 Comp. Laws 1915, § 11945 et seg.).

2. CONTRACTS-CORPORATIONS-SALE OF STOCK BY OWNER-DEALERS

-STATUTES.

A sale of stock of a foreign corporation by the owner in this State was not a violation of the provisions of the commission act, where there were no "continued and successive transactions of a similar nature" contrary to the spirit of the act.

3. SALES-DEFINITION.

A sale is defined to be "an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price."

4. CONTRACTS-SALES-FOREIGN CORPORATIONS-SALE OF STOCK

STATUTES.

Where a foreign corporation exchanged its stock for that of other companies it was a sale of its stock within the meaning of the commission act.

See note in 29 L. R. A. (N. S.) 92.

5. SAME-VOID CONTRACT-SALE OF STOCK-PENAL STATUTE-CON

STRUCTION.

Under 3 Comp. Laws 1915, §§ 11958, 11967, prohibiting the sale of stock by any investment company or dealer without complying with the provisions of the statute, and providing a penalty for the violation thereof, a sale of stock in conflict therewith was void, although not expressly declared so to be by the statute.

6. SAME RESCISSION-DEMAND

REMEDY.

Where plaintiff tendered back stock received by him under a void contract which he rescinded, he was entitled to be restored what he had parted with, and failure to restore it entitled him to its value.

That plaintiff executed a proxy for the annual meeting of the corporation to the defendant to whom he had tendered the stock and that plaintiff's counsel offered that a dividend paid after the suit was brought might be offset against plaintiff's claim, did not estop him from pursuing his remedy.

8. SAME

RESCISSION-ASSUMPSIT-REMEDY-VALUE OF GOODS. An action in assumpsit to recover the value of the goods parted with upon the rescission of a void contract, made, so far as defendants are concerned, in violation of the terms of a penal statute, is the proper remedy.

9. SAME RESCISSION OF VOID CONTRACT DEMAND UNNECESSARY. Upon the rescission of a void contract plaintiff was entitled to what he had paid thereon, and no demand, under the circumstances, was necessary.

10. SAME-DEMAND REFUSAL ENTITLED TO VALUE OF GOODS. Although upon plaintiff's rescission of the contract his claim would have been satisfied by the return to him of the stocks with which he parted, yet where his demand was refused, but not upon the ground that he demanded the amount of money invested in the original stocks rather than the stocks themselves, he is entitled to recover their value.

11. SAME-VOID CONTRACTS-LIABILITY OF SEVERAL DEFENDANTS. Where several defendants were engaged in a common enterprise in consummating a transaction contrary to the terms of a penal statute, it cannot be said, as a matter of law, that any of them should be exonerated from liability.