(5) The expression "pledge" shall include any contract pledging, or giving a lien or security on, goods, whether in consideration of an original advance or of any further or continuing advance or of any pecuniary liability.

(6) The expression "person" shall include any body of persons corporate or unincorporate.

Dispositions by Mercantile Agents.

2. Powers of mercantile agent with respect to disposition of goods. (1) Where a mercantile agent is, with the consent of the owner, in possession of goods or of the documents of title to goods, any sale, pledge, or other disposition of the goods, made by him when acting in the ordinary course of business of a mercantile agent, shall, subject to the provisions of this Act, be as valid as if he were expressly authorized by the owner of the goods to make the same; provided that the person taking under the disposition acts in good faith, and has not at the time of the disposition notice that the person making the disposition has not authority to make the same.

(2) Where a mercantile agent has, with the consent of the owner, been in possession of goods or of the documents of title to goods, any sale, pledge, or other disposition, which would have been valid if the consent had continued, shall be valid notwithstanding the determination of the consent: provided that the person taking under the disposition has not at the time thereof notice that the consent has been determined.

(3) Where a mercantile agent has obtained possession of any documents of title to goods by reason of his being or having been, with the consent of the owner, in possession of the goods represented thereby, or of any other documents of title to the goods, his possession of the first-mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the

owner.

(4) For the purposes of this Act the consent of the owner shall be presumed in the absence of evidence to the contrary.

3. Effect of pledges of documents of title. A pledge of the documents of title to goods shall be deemed to be a pledge of the goods.

4. Pledge for antecedent debt. Where a mercantile agent pledges goods as security for a debt or liability due from the pledgor to the pledgee before the time of the pledge, the pledgee

shall acquire no further right to the goods than could have been enforced by the pledgor at the time of the pledge.

5. Rights acquired by exchange of goods or documents. — The consideration necessary for the validity of a sale, pledge, or other disposition, of goods, in pursuance of this Act, may be either a payment in cash, or the delivery or transfer of other goods, or of a document of title to goods, or of a negotiable security, or any other valuable consideration; but where goods are pledged by a mercantile agent in consideration of the delivery or transfer of other goods, or of a document of title to goods, or of a negotiable security, the pledgee shall acquire no right or interest in the goods so pledged in excess of the value of the goods, documents, or security when so delivered or transferred in exchange.

For the purposes of this

6. Agreements through clerks, etc. Act an agreement made with a mercantile agent through a clerk or other person authorized in the ordinary course of business to make contracts of sale or pledge on his behalf shall be deemed to be an agreement with the agent.

7. Provisions as to consignors and consignees. (1) Where the owner of goods has given possession of the goods to another person for the purpose of consignment or sale, or has shipped the goods in the name of another person, and the consignee of the goods has not had notice that such person is not the owner of the goods, the consignee shall, in respect of advances made to or for the use of such person, have the same lien on the goods as if such person were the owner of the goods, and may transfer any such lien to another person.

(2) Nothing in this section shall limit or affect the validity of any sale, pledge, or disposition, by a mercantile agent.

Dispositions by Sellers and Buyers of Goods.

8. Disposition by seller remaining in possession. - Where a person, having sold goods, continues, or is, in possession of the goods or of the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or documents of title under any sale, pledge, or other disposition thereof, or under any agreement for sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of the previous sale, shall have the same effect as if the person making the delivery or transfer were expressly authorized by the owner of the goods to make the same.

9. Disposition by buyer obtaining possession. Where a person, having bought or agreed to buy goods, obtains with the consent of the seller possession of the goods or the documents of title to the goods, the delivery or transfer, by that person or by a mercantile agent acting for him, of the goods or documents of title, under any sale, pledge, or other disposition thereof, or under any agreement for sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of any lien or other right of the original seller in respect of the goods, shall have the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.

10. Effect of transfer of documents on vendor's lien or right of stoppage in transitu. Where a document of title to goods has been lawfully transferred to a person as a buyer or owner of the goods, and that person transfers the document to a person who takes the document in good faith and for valuable consideration, the last-mentioned transfer shall have the same effect for defeating any vendor's lien or right of stoppage in transitu as the transfer of a bill of lading has for defeating the right of stoppage in transitu.

11. Mode of transferring documents. - For the purposes of this Act, the transfer of a document may be by endorsement, or, where the document is by custom or by its express terms transferable by delivery, or makes the goods deliverable to the bearer, then by delivery.

12. Saving for rights of true owner. (1) Nothing in this Act shall authorize an agent to exceed or depart from his authority as between himself and his principal, or exempt him from any liability, civil or criminal, for so doing.

(2) Nothing in this Act shall prevent the owner of goods from recovering the goods from an agent or his trustee in bankruptcy at any time before the sale or pledge thereof, or shall prevent the owner of goods pledged by an agent from having the right to redeem the goods at any time before the sale thereof, on satisfying the claim for which the goods were pledged, and paying to the agent, if by him required, any money in respect of which the agent would by law be entitled to retain the goods or the documents of title thereto, or any of them, by way of lien as against the owner, or from recovering from any person with whom the goods have been pledged any balance of money remaining in his hands as the produce of the sale of the goods after deducting the amount of his lien.

(3) Nothing in this Act shall prevent the owner of goods sold by an agent from recovering from the buyer the price agreed to be paid for the same, or any part of that price, subject to any right of set off on the part of the buyer against the agent.

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13. Saving for common-law powers of agent. The provisions of this Act shall be construed in amplification and not in derogation of the powers exercisable by an agent independently of this Act.

14. Repeal. The enactments mentioned in the schedule to this Act are hereby repealed as from the commencement of this Act, but this repeal shall not effect any right acquired or liability incurred before the commencement of this Act under any enactment hereby repealed.

15. Commencement. This Act shall commence and come into operation on the first day of January one thousand eight hundred and ninety.

16. Extent of Act. 17. Short Title.

This Act shall not extend to Scotland. This Act may be cited as the Factors

Act, 1889.

THE FACTORS (SCOTLAND) ACT, 1890.

(53 & 54 VICT. c. 40.)

An Act to extend the Provision of the Factors Act, 1889, to Scotland.

[14th August, 1890.]

Be it enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:

1. Subject to the following provisions, the Factors Act, 1889, shall apply to Scotland:

(1) The expression "lien" shall mean and include right of retention; the expression "vendor's lien" shall mean and include any right of retention competent to the original owner or vendor; and the expression "set off" shall mean and include compensation.

(2) In the application of section five of the recited Act, a sale, pledge, or other disposition of goods shall not be valid unless made for valuable consideration.

2. This Act may be cited as the Factors (Scotland) Act, 1890.

THE EARLIER FACTORS ACTS IN ENGLAND.'

The following sketch of the earlier Factors Acts, which Mr. Justice Chalmers has happily described as models "of the art of saying a few things in many words," is taken from a recent English treatise. "The Legislature, in determining to alter the law, had two courses open to it; either to recognize the doctrine 'that possession constitutes title' to the full extent to which it was recognized on the Continent, by conferring a good title in every case upon innocent persons dealing with persons in the apparent ownership of goods as if they were the real owners, or by an extension of the doctrine of estoppel, to limit the protection to the particular case of innocent persons dealing with mercantile agents under similar circumstances. The Legislature adopted the latter course, but in a very tentative and cautious spirit, owing, we may presume, to the legal opposition raised in the House, and the immediate result was the Factors Act, 4 Geo. IV. c. 83

"This Act went a very little way. It altered the law as to ple.ging only in the particular case of consignments by sea. . . . The Act fell far short of the protection required, and was speedily followed by the Factors Act, 6 Geo. IV. c. 94. . . . After confirming the protection given by the earlier Act to consignees, it proceeded to extend the doctrine of estoppel, so as to give validity to a pledge made by a factor who was clothed with ostensible ownership of goods, by being 'intrusted with and in possession of' a 'document of title' to goods, as specified by the Act. . . . So far, the Act required that the pledgee should be ignorant of the factor's real character. . . . But then it went a step forward, and provided that even when the pledgee knew the person he was dealing with was a factor, the pledge . . . should transfer the factor's lien to the pledgee, and to this extent only trenched upon the rule laid down in Paterson v. Tash. The Act dealt also with the sale of goods by a factor, but on this point only confirmed the common law, as laid down in several then recent decisions, to the effect that for a sale to be valid by the application

1 Various arguments for and against the first two Factors Acts will be found in a note to Blandy v. Allan (1828), Danson and Lloyd's Merc. Cas. pp. 22-32.

2 Pearson-Gee's New Factors Act, London, 1890, p. 8 and on. 2 Strange, 1178 (1743).