provisions of this Ordinance shall apply to the said society or congregation and the trustees thereof. C.O., c. 38, s. 10. 11. In the case of a congregation connected with the Pres Presbyterian byterian Church in Canada for the use or benefit of which congregations land is now held or may hereafter be held by The Board of Exception Management of the Church and Manse Building Fund of the Presbyterian Church in Canada for Manitoba and the NorthWest pursuant to the powers contained in the Act of Parliament of Canada passed in the forty-sixth year of the reign of Her Majesty and chaptered 97, incorporating the said board of management, in the case of any congregation of the said church. which has received from the said board a loan under the provisions of the said Act, no resolution passed under the last preceding section shall have any force or be operative until the same has been submitted to the said board of management and the consent thereto of the said board of management has been engrossed in writing under their corporate seal. C.O., c. 38, s. 11. Short title Interpretation TITLE V. RELATING TO MERCANTILE LAW. CHAPTER 39, An Ordinance respecting the Sale of Goods. THE Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows: SHORT TITLE. 1. This Ordinance may be cited as "The Sale of Goods Ordinance." C.O., c. 39, s. 1. INTERPRETATION. 2. In this Ordinance unless the context or subject matter otherwise requires : (a) "Action" includes counterclaim and set off; (b) "Buyer" means a person who buys or agrees to buy goods; (c) "Contract of sale" includes an agreement to sell as well as the sale; (d) "Delivery" means voluntary transfer of possession from one person to another; (e) "Document of title to goods" has the same meaning as it has in The Factors' Ordinance; (f) "Factors' Ordinance" means The Factors' Ordinance and any enactment amending or substituted for the same; (g) "Fault" means wrongful act or default; (h) "Future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale; (i) "Goods" includes all chattels personal other than things in action or money. The term includes implements, industrial growing crops and things attached to or forming part of the land which are agreed to be served before sale or under the contract of sale; (j) "Property" means the general property in goods and not merely a special property; (k) "Quality of goods" include their state or condition; (1) "Sale" includes a bargain and sale as well as a sale and delivery; (m) "Seller" means a person who sells or agrees to sell goods; (n) "Specific goods" means goods identified and agreed (0) "Warranty" means an agreement with reference to (2) A thing is deemed to be done "in good faith" within the meaning of this Ordinance when it is in fact done honestly! whether it be done negligently or not. (3) A person is deemed to be insolvent within the meaning of this Ordinance who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due. (4) Goods are in a "deliverable state" within the meaning of this Ordinance when they are in such a state that the buyer would under the contract be bound to take delivery of them. C.O., c. 39, s. 2. PART I. FORMATION OF THE CONTRACT. Contract of Sale. agreement 3. A contract of sale of goods is a contract whereby the sel- Sale and ler transfers or agrees to transfer the property in goods to the to sell buyer for a money consideration called the price. There may be a contract of sale between one part owner and another. (2) A contract of sale may be absolute or conditional. (3) Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is called a sale; but where the transfer of the property in the goods is to take place at a future time or subject to some condition thereafter to be fulfilled the contract is called an agreement to sell. (4) An agreement to sell becomes a sale when the time. elapses or the conditions are fulfilled subject to which the property in the goods is to be transferred. C.O., c. 39, s. 3. 4. Capacity to buy and sell is regulated by the general law Capacity to concerning capacity to contract and to transfer and acquire buy and sell property: Proviso Contract of sale, how made Proviso Contract of sale for $50 and upwards Existing or future goods Provided that where necessaries are sold and delivered to an infant or minor or to a person who by reason of mental incapacity or drunkenness is incompetent to contract he must pay a reasonable price therefor. "Necessaries" in this section means goods suitable to the condition in life of such infant or minor or other person and to his actual requirements at the time of the sale and delivery. C.O., c. 39, s. 4. Formalities of the Contract. 5. Subject to the provisions of this Ordinance and of any Ordinance in that behalf a contract of sale may be made in writing (either with or without seal) or by word of mouth or partly in writing and partly by word of mouth or may be implied from the conduct of the parties: Provided that nothing in this section shall affect the law relating to corporations. C.O.. c. 39, s. 5. 6. A contract for the sale of any goods of the value of fifty dollars or upwards shall not be enforceable by action unless the buyer shall accept part of the goods so sold and actually receive the same or give something in earnest to bind the contract or in part payment or unless some note or memorandum in writing of the contract be made and signed by the party to be charged or his agent in that behalf. (2) The provisions of this section apply to every such contract notwithstanding that the goods may be intended to be delivered at some future time or may not at the time of such contract be actually made, procured or provided or fit or ready for delivery or some act may be requisite for the making or completing thereof or rendering the same fit for delivery. (3) There is an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognize a pre-existing contract of sale whether there be an acceptance in performance of the contract or not. C.O., c. 39, s. 6. Subject matter of Contract. 7. The goods which from the subject of a contract of sale may be either existing goods owned or possessed by the seller or goods to be manufactured or acquired by the seller after the making of the contract of sale, in this Ordinance called "future goods." (2) There may be a contract for the sale of goods the acquisition of which by the seller depends upon a contingency which may or may not happen. (3) Where by a contract of sale the seller purports to effect a present sale of future goods the contract operates as an agreement to sell the goods. Goods which 8. Where there is a contract for the sale of specific goods have perished and the goods without the knowledge of the seller have perished at the time when the contract is made the contract is void. C.O., c. 39, s. 8. perishing 9. Where there is an agreement to sell specific goods and Goods subsequently the goods without any fault on the part of the before sale seller or buyer perish before the risk passes to the buyer the agreement agreement is thereby avoided. C.O., c. 39, s. 9. The Price. but after to sell of price 10. The price in a contract of sale may be fixed by the Ascertainment contract or may be left to be fixed in manner thereby agreed or may be determined by the course of dealing between the parties. (2) Where the price is not determined in accordance with the foregoing provisions the buyer must pay a reasonable price. What is a reasonable price is a quesiton of fact dependent on the circumstances of each particular case. C.O., c. 39, s. 10. to sell 11. Where there is an agreement to sell goods on the terms Agreement that the price is to be fixed by the valuation of a third party at valuation and such third party cannot or does not make such valuation the agreement is avoided: Provided that if the goods or any part thereof have been delivered to and appropriated by the buyer he must pay a reasonable price therefor. (2) Where such third party is prevented from making the valuation by the fault of the seller or buyer, the party not in fault may maintain an action for damages against the party in fault. C.O., c. 39, s. 11. Conditions and Warranties. Stipulations 12. Unless a different intention appears from the terms of the contract stipulations as to time of payment are not deemed as to time to be of the essence of a contract of sale. Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract. (2) In a contract for sale "month" means primu facie calendar month. C.O., c. 39, s. 12. condition to warranty 13. Where a contract or sale is subject to any condition to When be fulfilled by the seller the buyer may waive the condition or be treated as may elect to treat the breach of such condition as a breach of warranty and not as a ground for treating the contract as repudiated. (a) Whether a stipulation in a contract of sale is a con- |