FACTORS ORDINANCE, 1896

FACTORS ORDINANCE, 1896

No. 3 of 1896.
AnOrdinance to, consolidate and amend the law relaiing to
factors.
[1st July, 1896.]

Preliminary.

1. In this Ordinance,
(a) Document of title ' includes any bill of lading, dock
warrant, warehouse keeper's certificate, and warrant or order for

The numbering of the sections in this Ordinance, except as. 14 and 15,
corresponds with that in the Factors Act, 1889. The short title
is in s. 14.





the delivery of goods, and any other document used, in the
ordinary course of business as proof of the 1 possession or control
of goods, or authorizing or purporting to authorize, either by
indorsement or by delivery, the possessor of th ' e document to
transfer-or receive goods the(b) ' Goods ' include wares and merchandise.
agent having,
(c) Mercantile agent ' means a mercanti
in.the customary, course of his business as such agent, authority
either to sell goods, or to consign goods for the purpose of salei
or to btly goods, or to raise money on the security of goods.

(d) ' Person ' includes any body of persons corporate or
unincorporate.

(c). Pledge ' includes any contract pledging, or giving a
lien cr security on goods, whether in consideration of an original
advance, or of any. further or continuing advance, or of any
pecuniary liability.

(f) A person shall be deemed to be in possession of goods
or of the documents of title to goods, where the goods or
documents are in his actual custody or are held by any other
person subject to his control, or for him, or on his behalf.

Dispositions by mercantile agents.

2. (1) Where a mercantile agent is, with the consent of
the owner, in possession of goodsor 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
Ordinance, 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 ha ' s, 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 he 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 po 1 ssession 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, Ordinance, be deemed to 6e with
the consent of the owner.

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

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

4. 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. The consideration necessary for the validity of a sale,
pledge, or other disposition of goods, in pursuance of this
Ordinance, 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 consideraflon;
but where goods are pledged by a mercantile agent in con-
sideration 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, document, or security when
so delivered or transferred in exchange.

6. For the purposes of this Ordinance, 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 agree-
ment with the agent.

7.-(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. 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. 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 gcting 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 withotit 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. 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.





Supplementafy.

11. For the purposes of this Ordinance, the transfer of a
document may be by indorsement, or, where the document is by
custom or 6y its express terms transferable by delivery or makes
the goods deliverable to the bearer, then by delivery.

12.-(1) Nothing in this Ordinance 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 Ordinance 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 owne . r, 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 Ordinance 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.

13. The provisions of this Ordinance shall be construed in
amplification and not in derogation of the powers exercisaGle by
an agent . independently. of this Ordinance.

14. This Ordinance may l~e cited as the Factors Ordinance,
1896.

15. The enactments mentioned in the Schedule are hereby
repealed (so far as they are applicable to the Colony). to the
extent stated in the Schedule.
SCHEDULE.

TABLE OF ENACTMENTS REPEALED.

Act. Title. Extent of
repeal.

4 Geo. 4, Ah Act for the better Protection of the The whole Act.
c. 83. Property of Merchants and others who
may hereafter enter into Contracts or
Agreements in relation to Goods,
Wares, or Merchandizes intrusted to
factors or agents.

6 Geo. 4, An Act to alter and amend an Act for The whole Act.
c. 94. the better Protection of the Property
of Merchants and others who may
hereafter enter into Contracts or
A-reements in relation to Goods,
Wares, or Merchandize intrusted to
Factors or Aaents.

5&6Vict. An Act to amend the Law relating to The whole Act.
c. 39. Advances bond fide made to Agents
intrusted with Goods.
[Originally No. 6 of 1896.] 52 & 53 Vict. C. 45. Interpretation. Powers of mercantile agent with respect to disposition of goods. Pledge of document of title. Pledge for antecedent debt. Rights acquired by exchange of goods or documents. Agreement through clerk, etc. Provisions as to consignor and consignee. Disposition by seller remaining in possession. Disposition by buyer obtaining possession. Effect of transfer of document of title on vendor's lien or right of stoppage in transitu. Mode of transferring document. Saving for rights of true owner. Saving of common law powers of agent. Short title. Repeat of enactments. Schedule.

[Originally No. 6 of 1896.] 52 & 53 Vict. C. 45. Interpretation. Powers of mercantile agent with respect to disposition of goods. Pledge of document of title. Pledge for antecedent debt. Rights acquired by exchange of goods or documents. Agreement through clerk, etc. Provisions as to consignor and consignee. Disposition by seller remaining in possession. Disposition by buyer obtaining possession. Effect of transfer of document of title on vendor's lien or right of stoppage in transitu. Mode of transferring document. Saving for rights of true owner. Saving of common law powers of agent. Short title. Repeat of enactments. Schedule.

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