ordinary course of the mails, the interest of the buyer in the motor vehicle shall absolutely determine; where this procedure is followed and payment is not made, the seller becomes the owner free from all claim of the buyer, and the seller thereafter has no further claim against the buyer.

FIXTURES

In Alberta, British Columbia, Manitoba, New Brunswick, Ontario, and Saskatchewan it is specifically provided that where goods and chattels have been affixed to realty they shall remain subject to the right of the seller as fully as they were before being so affixed, but the owner of such realty or any purchaser or any mortgagee or other incumbrancer thereof shall have the right as against the seller or lender or other person claiming through or under him to retain the goods upon the payment of the amount owing on them.

Ontario legislation provides that in addition to any other registration required, notice of any hire receipt or conditional sale contract may be registered in the proper registry or land-titles office and must be verified in duplicate by an affidavit. Such registration for which a fee of $1 is charged is deemed actual notice to any party having an interest in the land. An agreement so registered may be discharged by filing a certificate signed by the vendor, acccompanied by an affidavit of execution and payment of a fee of $0.50. Forms for the notice, affidavit, and certificate of discharge are contained in the schedule of the Conditional Sales Amendment Act, chapter 8, of 1933.

The Ontario act provides further that mining machinery or appliances on a mining claim for which the patent or lease has not issued shall remain subject to the rights of the seller, whether affixed to the realty or not, and that a copy of the agreement may be filed with the recorder of the mining division in the same manner as such agreement may be filed with the clerk of a county or district court, and the provisions of the act with regard to filing and discharge shall mutatis mutandis apply. Such filing is deemed actual notice to a creditor, subsequent purchaser, or mortgagee of such goods or realty.

The British Columbia Conditional Sales Amendment Act of 1934, chapter 14, contains detailed definitions and provisions affecting goods erected upon or annexed to land in such manner as to constitute fixtures. In addition to compliance with the general registration requirements, and not later than 20 days after the commencement of the affixing of the goods to the land, there must be filed in the land registry office of the district within which the land is situated a notice, together with a copy of the agreement and an affidavit verifying the notice. The fee for such registration is $0.50. The notice must set out the name and address of the seller and buyer, the amount unpaid, and a description of the lands to which the goods are affixed. The schedule of the Amendment Act contains forms for the notice, affidavit, and certificate of discharge. The seller is not entitled to retake possession of the fixtures unless he has given each person having a registered interest in the land at least 20 days' written notice of such intention, and every person having an interest in the land, whether registered or not, has the right as against the seller to pay

the amount owing within the time mentioned in the notice; and thereupon the goods shall, subject to any remaining rights of the seller under the conditional sale, remain affixed to the land.

PRINCIPLES PREVAILING IN QUEBEC

No Conditional Sales Act has been enacted by the Province of Quebec, but certain provisions of the Civil Code relating to sales (title 5, art. 1472 et seq.) apply, which together with interpretations of the courts have established general principles similar to those in the other Provinces. No provision is made for the registration of such agreements. The courts of the Province have always regarded that a sale with the retension of ownership in the seller until the performance of certain conditions have been fulfilled is a legal contract, that is, an "obligation under a suspensive condition." The seller who repossesses must refund the payments made on account by the buyer, unless the agreement provides for forfeiture thereof in the event of the buyer's default.

Notwithstanding the reservation of title in the vendor, if the conditional vendee is a dealer in articles such as or similar to those covered by the conditional sales contract, the bona fide purchaser for value from the conditional vendee would acquire a good title as against the original vendor.

Movables of third parties on the premises with their consent are liable to secure rents unless notice of ownership has been received by the landlord or he has acquired knowledge of their rights. Therefore a notice of ownership is usually given to the landlord prior to delivery of the goods.

An amendment to the Civil Code (ch. 107 of 1933) provides that notwithstanding any agreement to the contrary, in the case of a sale on the installment plan, any creditor of the purchaser is entitled to make payments of the balance of the price of sale due to the vendor and the thing sold on the installment plan then becomes the property of the purchaser and subject to the ordinary rules of seizure and judicial sale. The person who has so paid the balance owing has for the purpose of recovery of the sum disbursed, the privilege and rank of the unpaid vendor (art. 1545a).

When the vendor takes back the thing sold because the purchaser has not complied with the clauses of his contract, the purchaser, his creditor, or any person referred to in article 1545a retains the right to pay what is owing to the vendor and to take back the thing sold, provided that such right be exercised within 20 days and provided that the vendor be reimbursed the expenses incurred by him for the taking back and preservation of the thing sold (art. 1545b).

BANKRUPTCY OF CONDITIONAL VENDEE

When a receiving order is made against a debtor under the Dominion Bankruptcy Act, his property, subject to the rights of secured creditors, passes to and vests in the trustee (sec. 6). The conditional vendor in the event of the bankruptcy of the conditional vendee may be in an even better position than a secured creditor, because, as the owner of the goods, he may under the contract have the right, on default of the buyer, to repossession of the goods and to retention

of payments made on account. However, before repossessing the goods the vendor must first comply with the provisions of section 54 of the Bankruptcy Act, which requires that the trustee be given 15 days' prior notice in writing (see chapter on Bankruptcy, p. 64).

If at the date of bankruptcy the vendee is not in default, the trustee can elect to save the equity of the debtor under the contract by paying the balance due, thereby perfecting title to the goods.

The various Provincial acts, relating to debt adjustments, which are of a temporary nature, should also be checked to ascertain their effect on the exercise of the ordinary rights of the conditional vendor.

NOVA SCOTIA INSTALLMENT SALES DEALERS LICENSED

The Nova Scotia Installment Payment Contracts Act (ch. 8, Apr. 14, 1938), effective on June 30, 1938, provides that no dealer shall, within the Province sell or let to hire any goods, wares, or merchandise under a conditional sale without first having obtained from the Minister (Attorney General) a license, the fee for which is $2 renewable on November 30 in each year. The expression "“Dealer" is defined as "any person, firm, or corporation who in the ordinary course of business sells or lets to hire goods, wares, or merchandise by a conditional sale or any successor in interest of such person.' The dealer's books and records must always be open for inspection by inspectors to be appointed by the Attorney General. Every dealer will be required to make a return on or before September in each year in such form as may be prescribed by the Attorney General. The Attorney General may at any time in his absolute discretion suspend or cancel the license of any dealer, or during such suspension or cancelation, issue a conditional certificate on such terms or conditions as he may determine. Every person who violates any of the provisions of the Act is made liable for each such offense to a penalty of not more than $200 and in default of payment to imprisonment for not more than 2 months or to both fine and imprisonment, and every corporation is made liable for each offense to a penalty of not more than $1,000.

CHATTEL MORTGAGES

Chattel mortgages in Canada are subject to the provisions of Bills of Sale Acts in the eight common-law Provinces. There is no legislative provision for the use of chattel mortgages in Quebec. In the Civil Code of Quebec the term "pledge" is used to designate a contract under which money is advanced on the security of personal property, but possession must be taken by the pledgee of the goods or chattels (movables) pledged by actual delivery of the goods, or by a commercial document such as a bill of lading or a warehouse receipt.

It is not feasible to give a complete summary of all the Provincial acts relating to bills of sale or chattel mortgages, because while there is considerable uniformity in the principles there are also special provisions and variations in the several acts. Consequently only the main requirements will be considered, to indicate the steps that must be taken by the mortgagee of personal property to obtain and maintain his security. In all cases it is advisable to employ competent attorneys to draw up chattel mortgages, as well as conditional sales, so that they may comply fully with the statutes which are strictly construed to protect the interests of innocent third parties.

The definition of a "bill of sale" found in the majority of the statutes is that it "means a document in writing in conformity with this act evidencing a sale or mortgage, but does not include a bill of lading, a warehouse receipt, a warrant or order for the delivery of goods, or any other document used in the ordinary course of business as proof of the possession or control of goods, or authorizing or purporting to authorize the possessor of the document to transfer, either by endorsement or delivery, or receive goods thereby represented."

A "mortgage" as used in these acts includes "an assignment, transfer, conveyance, declaration of trust without transfer, or any assurance of chattels, intended to operate as a mortgage or pledge of chattels, or a power or authority or license to take possession of chattels as security, or an agreement, whether intended or not to be followed by the execution of any other instrument, by which a right in equity to a charge or security on any chattels is conferred," but in most Provinces it does not include specific or floating charge or mortgage of chattels created by a corporation to secure corporate bonds or debentures, as these are within the provisions of Provincial Corporation Securities Registration Acts or the Companies Acts.

Under a bill of sale or a chattel mortgage the grantor, transferor, mortgagor, etc., transfers the title in goods or chattels to the grantee, transferee, mortgagee, etc., but there is no immediate delivery or actual change of possession, which is the converse of the situation under a conditional sale where the vendor transfers the possession of the goods to the vendee but retains the title to the goods.

Every sale or mortgage which is not accompanied by an immediate delivery and an actual and continued change of possession of the chattels is absolutely void as against creditors and as against subsequent purchasers or mortgagees claiming from or under the grantor in good faith, for valuable consideration and without notice, whose conveyances or mortgages have been duly registered or are valid without registration, unless the sale or mortgage is evidenced by a bill of sale duly registered. As between the debtor and the creditor, chattel mortgages and bills of sale take effect from the date of execution, and the mortgagor cannot resist any claim of the mortgagee because of nonregistration, but as against creditors and subsequent purchasers or mortagees such instruments take effect only from the time of registration.

FORM

The chattel mortgage or bill of sale must be in writing, signed by the mortgagor, and contain a full description of the goods and chattels covered by it, so that they can be easily identified, where they are situated and in whose possession they are at the present time. The true consideration must be expressed both in the instrument itself and in the affidavit of bona fides. If a bill of sale is subject to any defeasance or trust, such provisions are deemed a part of the bill of sale and must be registered therewith.

When the instrument is presented for registration it must be accompanied by an affidavit of an attesting witness of the execution thereof by the mortgagor, identifying the document and stating the date of execution, and also by an affidavit of bona fides by the mortgagee that the agreement was executed in good faith and for the purpose of securing the mortgagee the payment of money justly due or accruing due, and not for the purpose of protecting the goods and chattels mentioned therein against the creditors of the mortgagor. The affidavit of an attesting witness is not required by some of the statutes where the document has been executed by a corporation.

The affidavit of bona fides for a corporation may be made by any proper officer, employee, or agent of the corporation, but it must state that the deponent is aware of the circumstances connected with the agreement or with the renewal thereof and that he has a personal knowledge of the facts deposed to.

Where a mortgage is given to secure the mortgagee the repayment of future advances, against loss or damage by reason of the endorsement of a bill of exchange or promissory note or against loss by reason of any other liability incurred or to be incurred by the grantee for the grantor, the instrument must set forth these facts clearly by recital or otherwise, and the affidavit of the mortgagee must comply with special provisions contained in the act. The individual acts should always be examined so that the affidavits may fully meet the statutory requirements.

REGISTRATION

ALBERTA

The Alberta Act (ch. 12 of 1929) requires the chattel mortgage and affidavits to be registered in the office of the clerk of the regis