It is quite settled that negotiable paper may be sold for less than its face, and the purchaser can recover its whole amount from the maker when it falls due, although he thereby gets much more than legal interest for the use of his money; and this principle is extended to bonds and other securities for money loaned. The reason on which this rule rests is obvious. For such paper is property; and there is no more reason why one may not sell notes which he holds, at a price made low either by doubts of the solvency of the maker or by a stringency in the * money market, than why he should not be able to sell his house or his horse at a less than the average price. But the purchase must be actual, and made in good faith, and not merely colorable, and intended to give efficacy to a usurious contract For if the mere form of a sale were sufficient, it is obvious that the usury laws would lose all their force; for the lender need only refuse to lend at all, and propose, instead, to buy the note of the borrower. It is, therefore, important to discriminate between these two cases; that is, between a loan, in the form of a sale, and an actual sale and purchase. And this discrimination is very difficult: nor is it quite certain from authority what rules govern this question. We may say, that if the payer lends, and the borrower gives his note for legal interest, the lender having thus acquired the note, may afterwards sell it for the most he can get, and it is obvious that the lender takes nothing usurious; and if he loses by the second transaction, and the purchaser gains, it is a loss and gain on a purchase, and not on a loan. And, both on authority and on general principles, it would seem, that the first owner of the note must pay for its full amount, or else, though he may say he purchases it of the maker, in fact he only lends on his security, and that usu-riously. (s) Again, if this be true where the parties deal directly together, it should be equally true where they deal through an agent And then it would follow, that if the maker, whom we may suppose to be one of our railroad corporations, issues its notes or bonds, and gives them to a broker, to raise money on them, for the use * of the corporation, and the broker sells them to his customers for less than the face, or par value, such a transaction would be a loan, and a usurious loan, from those customers to the corporation. And if the paper was indorsed or assigned to any person, without consideration, and without giving any ownership of the paper to him, and only for the purpose of facilitating the raising of money, or concealing the real character of the transaction, it would still fall within the same principles, and be only a loan. It is in this way we should speak of this question, on principle; but in practice it becomes complicated and embarrassed by the further question, how far the knowledge, understanding, or intention of the party who gives the money on the paper, goes to determine whether it be a purchase or a loan. For example, if, in the last case supposed, he who advances the money becomes the first owner of the note, does this of itself make it a usurious loan to the maker ? or may the advancer of the money insist upon the fact that, in point of form, he purchased the paper, and that he did not in reality know, and could not have inferred, from any of the circumstances of the case, that the party from whom he bought was not either the owner or the agent of the owner of the note, for valuable consideration?

(r) Morse v. Wilson, 4 T R. 353; Huston v. Moorhead, 7 Barr, 45.

(s) The following American authorities determine, that where a note has been fairly executed, and there is no usury between the original parties, so that the payee has acquired a legal right to sue the maker upon the note, he may then dispose of it, at any rate of discount from its face, and the purchaser will have a right to enforce it for its full amount against the maker. Nichols v. Fearson, 7 Pet. 107; Moncure v. Dermott, 13 Pet. 345; James, Ch., Powell v. Waters, S Cowen, 665; Rice v. Mather, 3 Wend. 65; Cram v. Hendricks, 7 Wend. 569; Munn v. Commission Co. 15 Johns. 55; Rapelye v. Anderson, 4 Hill, 472: Holmes v. Williams, 10 Paige, 326; Holford v. Blatchford, 2 Sandf. Ch. 149; Ingalls v. Lee, 9 Barb. 647; Parsons, C. J, Churchill v. Suter, 4 Mass. 162; Lloyd v. Keach, 2 Conn. 179; Tuttle v. Clark, 4 Conn. 153; King v. Johnson, 3 McCord, 365; Mus-grove v. Gibbs, I Dall. 217; Wycoff v. Longhead, 2 Dall. 92; French v. Grindle, 15 Me. 163; Farmer v. Sewall, 16 Me. 456; Lane v. Steward, 20 Me. 98: Hansborough v. Baylor, 2 Munf. 36; Shackleford v. Morris, 1 J. J. Marsh. 497; Oldham v. Turner, 3 B. Mon. 67; Metcalf v. Pilcher, 6 B. Mon. 529, May v. Campbell, 7 Humph. 450; Saltmarsh v. Planters & Merchants Bank, 17 Ala. 768. See Wet-more v. Brien, 3 Head, 723.

Many reasons would lead us to favor this defence; and to hold that, although, if a note be given upon the reception of much less than its amount, and be therefore usurious as between the first parties, it carries this taint with it into the hands of subsequent bond fide holders, yet, because, in order to constitute a usurious contract of this kind, a similar intent must co-operate in both parties to the loan, the fact that the maker of the note or bond, and the agent to whom he delivered it to dispose of, might intend, in contemplation of law, to commit usury, would not supply the want of such intent on the part of the party intending to make a purchase, and who had no knowledge or intention of a loan. On the whole, therefore, we are inclined to give, as the prevailing rule, that where one supposes himself to be purchasing negotiable paper of an owner, and is without notice to the contrary, either actual or derivable from the circumstance of the case, this advancer of the money would have all the privilege and safety of a purchaser. (t) *There are no authorities within our knowledge which, upon a fair construction, go beyond this; although it may be true that some of those which we have above cited might almost justify the conclusion, that if the paper be purchased in form, the maker cannot object on the ground that it was a usurious loan. But it is not easy to recognize any principles which would go further than to extend the attributes of a purchase to any party who believed in good faith that he was a purchaser.