BILLS OF SALE ORDINANCE

BILLS OF SALE ORDINANCE

CHAPTER 20.
THE BILL OF SALE ORDINANCE.

ARRANGEMENT OF SECTIONS.
Section .................Page

1. Short..title ............................. ... ... ... ... ... 396

2. Interpretation ........................... ... ... ... ... 396
3. Application of the Ordinance .... ...... ... ... .- 397
4. Application of the Ordinance to trade machinery ... ... 398
5. Certain instruments giving power of distress to be subject
to the Ordinance ...................... ... ... ... ... ... 398
6. Fixtures or growing crops not deemed separately assigned
when land passes ...................... ... ... ... ... ... 399
7. Avoidance of bill of sale unless attested and registered 399
8. Avoidance of certain duplicate bills of sale ... ... ... .399
9. Mode of registering bills of sale ..... ... ... ... ... 400
10. Renewal of registration .................. ... ... ... ... 401
11. Bill of sale to have schedule of property attached ... 401
12. Bill of sale not to affect after acquired property ... ... 401
13. Exception as to certain things ........... ... ... ... 401
14. Limitation of causes of seizure .......... ... ... ... ... 402
15. Form of bill of sale ..................... ... ... ... 402
16. Avoidance of bill of sale under $150 ... ... ... ... ... 402
17. Rule as to situation and sale of chattels ... ... ... ... 402
18. Bill of sale not to protect chattels against rates and taxes 403
19. Form of register ...................... ... ... ... ... 403
20. Rectification of register ................ ... ... ... ... ... 403
21. Entry of satisfaction .................... ... ... ... ... 404
22. Right to have copies . ................... ... ... . ... 404
23. Fees ..................................... ... ... ... ... 405
24. Making of rules ....................... ... ... ... ... 405
25. Time of registration ..................... ... ... ... 40 5
26. Exclusion of certain debentures .......... ... ... ... ... 405

SCHEDULE
(Forms)





CHAPTER 20.

BILLS OF SALE.

To consolidate and amend the law for preventing frauds upon
creditors by secret bills of sale of personal chattels.

[12th July, 1886.]

1. This Ordinance may be cited as the Bills of Sale
Ordinance.

2. In this Ordinance-
'bill of sale' includes bills of sale, assignments, transfers,
declarations of trust without transfer, inventories of
goods witli receipt. thereto attached, or receipts for pur-
chase moneys of goods, and other assurances of
personal chattels, and also powers of attorney,
authorities, or licences to take possession of personal
chattels as security for any debt, and also any agree-
ment, whether intended or not to be followed by the
execution of any other instrument, by which a right
in equity to any personal chattels, or to any charge or
security thereon, is conferred, but does not include the
following documents; that is to say, assignments for
the benefit of the creditors of the person making or
giving the same, marriage settlements, transfers or
assignments of any ship or vessel or any share thereof,
transfers of goods in the ordinary course of business
of any trade or calling, bills of sale of goods in
foreign parts or at sea, bills of lading, India warrants,
warehouse keepers' certificates, warrants or orders for
the delivery of goods, or any other documents used in
the ordinary course of business as proof of the posses-
sion or control of goods, or authorizing or purporting
to authorize, either by indorsement or by delivery, the
possessor of such document to transfer or receive goods
thereby represented : Provided always that in the con-
struction of sections 7, 9 (1), 11 to 18 and 22, the said
expression does not include bills of sale or other in-
struments hereinbefore mentioned which may be given
otherwise than by way of security for the payment of
money: Provided further that an instrument charging
or creating any security on or declaring trusts of im-





porled goods given or executed at any time prior to
their deposit in a warehouse, godown, factory or store,
or to their being re-shipped for export, or delivered to
a purchaser not being the person giving or executing
such instrument, shall not be deemed a bill of sale, but
nothing in this proviso shall affect the operation of
section 43 of the Bankruptcy Ordinance, in respect of
any goods comprised in any such instrument as is
hereinbefore described, if such goods would but for
this proviso be goods within the meaning of that
section ;
personal chattels' means goods, furniture, and other
articles capable of complete transfer by delivery, and
(when separately assigned or charged) fixtures and
growing crops, but does not include fixtures (except
trade machinery as hereinafter defined) when assigned
together with any interest in any land or building to
which they are affixed, or growing crops when assigned
together with any interest in the land on which they
grow, or shares or interests in the stock, funds, or
securities of any Government or in the capital or pro-
perty of incorporated or joint-stock companies, or choses
in action, or any stock or produce upon any farm or
lands which, by virtue of any covenant or agreement,
ought not to be removed from any farm where the same
are at the time of making or giving of such bill of sale.
Personal chattels shall be deemed to be in the apparent
possession of the person making or giving a bill of
sale, so long as they remain or are in or upon any
house, mill, warehouse, building, works, yard, land, or
other premises occupied by him, or are used and en-
joyed by him in any place whatsoever, notwithstanding
that formal possession thereof may have been taken by
or given to any other person;
'prescribed' means prescribed by rules made tinder the
provisions of this Ordinance;
'Registrar' means the Registrar of the Supreme Court.

3. This Ordinance shall apply to every bill of sale A
(whether the same is absolute or subject or not subject to
any trust), whereby the holder or grantee has power, either
with or without notice and either immediately or at any
future time, to seize or take possession of any personal





chattels within the Colony comprised in or made subject to
such bill of sale.

4. (I) Trade machinery shall, for the purposes of this
Ordinance, be deemed to be personal chattels, and any
mode of disposition of trade machinery by the owner thereof
which would be a bill of sale as to any other personal chat-
tels shall be deemed to be a bill of sale within the meaning
of this Ordinance.

(2) For the purposes of this Ordinance, 'trade
machinery' means the machinery used in or attached to
any factory or workshop-
(a)exclusive of the fixed motive-powers, such as the
waterwheels and steam engines, and the steam-
boilers, donkey engines, and other fixed appurten-
ances of the said motive-powers; and
(b)exclusive of the fixed power machinery, such as the
shafts, wheels, drums, and their fixed appurten-
ances, which transmit the action of the motive-
powers to the other machinery, fixed and loose
and
(c)exclusive of the pipes for steam, gas, and water in
the factory or workshop.

(3) The machinery or effects excluded by this section
from the definition of trade machinery shall not be deemed
to be personal chattels within the meaning of this Ordin-
ance.

(4) For the purposes of this Ordinance, 'factory' or
'workshop' means any premises on which any manual
labour is exercised by way of trade, or for purposes of gain,
in or incidental to the following purposes or any of them-
(a) making any article or part of an article ; or
(b) altering, repairing, or finishing any article; or
(c) adapting for sale any article. [5

5. Every attornment, instrument, or agreement, not
being a mining lease, whereby a power of distress is given
or agreed to be given by any person to any other person
by way of security for any present, future, or contingent
debt or advance, and whereby any rent is reserved or made
payable as a mode of providing for the payment of interest





on such debt or advance, or otherwise for the purpose of
such security only, shall be deemed to be a bill of sale,
within the meaning of this Ordinan cc, of any personal
chattels which may be seized or taken under such power
of distress: Provided that nothing in this section shall
extend to any mortgage of any estate or interest in any land
or tenement which the mortgagee, being in possession, has
demised to the mortgagor as his tenant at a fair and reason-
able rent. [6

6. No fixtures or growing crops shall be deemed,
under this Ordinance, to be separately assigned or charged
by reason only that they are assigned by separate words,
or that power is given to sever them from the land or build-
ing to which they are affixed, or from the land on which
they grow, without otherwise taking possession of or dealing
with such land or building, or land, if by the same instru-
ment any leasehold interest in the land or building to which
such fixtures are affixed, or in the land on which such crops
grow, is also conveyed or assigned to the same person.
[7(1)

7.Every bill of sale shall be duly attested and shall be
registered within seven clear days after theexecution thereof,
or, if it is executed in any place out of the Colony, then
within seven clear days after the time at which it would, in
the course of post, arrive in the Colony if posted immediately
after the execution thereof, and shall truly set forth the
consideration for which it was given ; otherwise such bill of
sale shall be void in respect of the personal chattels comprised
therein. [8

8. Where a subsequent bill of sale is executed within
or on the expiration of seven days after the execution of a
prior unregistered bill of sale, and comprises all or any part
of the personal chattels comprised in such prior bill of sale,
then, if such subsequent bill of sale is given as a security
for the same debt as is secured by the prior bill of sale or
for any part of such debt, it shall, to the extent to which it is
security for the same debt or part thereof and so far as
respects the personal chattels or part thereof comprisled in
the. prior bill, be absolutely void, unless it is proved, to the
satisfaction of the court having cognizance of the case, that





the subsequent bill of sale was bona fide given for the
purpose of correcting some material error in the prior bill of
sale, and not for the purpose of evading this Ordinance. [9

9. (1) A bill of sale shall be attested and registered
under this Ordinance in the following manner-
(a)the execution of the bill by the grantor shall be
attested by one or more credible witnesses, not being
a party or parties thereto;
(b)the bill, with every schedule or inventory thereto
annexed or therein referred to, and also a true copy
of the bill, and of every such schedule or inventory,
and of every attestation of the execution of the bill,
together with an affidavit of the time of the bill
being made or given and of its due execution and
attestation, and a description of the residence and
occupation of the person making or giving the same
(or, in case the same is made or given by any person
under or in execution of any process, then a descrip-
tion of the residence and occupation of the person
against whom such process issued), and of every
attesting witness to the bill shall be presented to, and
the said copy and affidavit shall be filed with, the
Registrar within seven clear days after the making
or giving of the bill; and
(c)if the bill is made or given subject to any defeasance,
condition, or declaration of trust not contained in the
body thereof, such defeasance, condition, or declara-
tion shall be deemed to be part of the bill, and shall
be written on the same paper or parchment there-
with before the registration, and shall be truly set
forth in the copy filed under this Ordinance there-
with and as part thereof, otherwise the registration
shall be void.

(2) In case two or more bills of sale are given, com-
prising in whole or in part any of the same chattels, they
shall have priority in the order of the date of their registra-
tion respectively as regards such chattels.

(3) A transfer or assignment of a registered bill of sale
need not be registered. [10





10. (I) The registration of a bill of sale must be
renewed once at least every five years, and if d period of five
years elapses from the registration or renewed registiation
of a bill of sale without a renewal or further renewal, as the
case may be, the registration shall become void.

(2) The renewal of a registration shall be effected by
filing with the Registrar an affidavit stating the date of the
bill of sale and of the last registration thereof, and the names,
residences, and occupations of the parties thereto as stated
therein, and that the bill of sale is still a subsisting security.

(3) Every such affidavit may be in Form I in the
Schedule.

(4) A renewal of registration shall not become necessary
by reason only of a transfer or assignment of a bill of
sale. [11

11. Every bill of sale shall have annexed thereto or
written thereunder a schedule containing an inventory of the
personal chattels comprised in the bill of sale ; and such
bill of sale, save as hereinafter mentioned, shall have effect
only in respect of the personal chattels specifically described
ir. the said schedule, and shall be void, except as against
the grantor, in respect of any personal chattels not so
specifically described. [12

12. Save as herel nafter mentioned, a bill of sale shall
be void, except as against the grantor, in respect of any
personal chattels specifically described in the schedule thereto
of which the grantor was not the true owner at the time of the
execution of the bill of sale. [13

13. Nothing hereinbefore contained shall render a bill of
sale void in respect of any of the following things-
(a)any growing crops separately assigned or charged
where such crops were actually growing at the time
when the bill of sale was executed; and
(b)any fixtures separately assigned or charged and any
plant or trade machinery where such fixtures, plant,
or trade machinery are or is used in, attached to,
or brought upon any land, farm, factory, workshop,
shop, house, warehouse, or other place in substitu-





tion for any of the like fixtures, plant, or trade
machinery specifically described in the schedule to
such bill of sale., [14

14. Personal chattels assigned under a bill of sale shall
not be liable to be seized or taken possession of by the grantee
for any other than the following causes-
(a)if the grantor makes default in payment of the suirn
or sums of money thereby secured at the time therein
provided for payment or in the performance of any
covenant or agreement contained in the bill of sale
and necessary for maintaining the security ; or
(b)if the grantor becomes a bankrupt or suffers the said
goods or any of them to be distrained for rent, rates,
or taxes; or
(c)if the grantor fraudulently either removes or suffers
the said goods or any of them to be removed from
the premises; or
(d)if the grantor does not, without reasonable excuse,
upon demand in writing by the grantee, produce to
him his last receipts for rent, rates, and taxes; or
(e)if execution has been levied against the goods of the
grantor under any judgment at law :
Provided that the grantor may, within five days from the
seizure or taking possession of any chattels or. account of
any of the above-mentioned causes, apply to the court or
judge who may, if satisfied that, by payment of money or
otherwise, the said cause of seizure no longer exists, restrain
the grantee from removing or selling the said chattels or
may make such other order as may seem just. [15

15. A bill of sale made or given by way of security for
the payment of, money by the grantor thereof shall be void
unless made in accordance with Form 2 in the Schedule. [16

16. Every bill. of sale made or given in consideration of
any sum under one hundred and fifty dollars shall be void.
[17

17. All personal chattels seized or of which possession
is taken under or by virtue of any bill of sale shall remain
on the premises where they were so seized or so taken





possession of, and shall not be removed or sold until after
the expiration of five clear days from the day they were so
seized or so taken possession of. [18

18. A bill of sale to which this Ordinance applies shall
be no protection in respect of personal chattels included in
such bill of sale which, but for such bill of sale, would have
been liable to distress under a warrant or order for the
iccovery of rates and taxes. [19

19. (1) The Registrar shall keep a book (in this
Ordinance called the register) for the purposes of this
Ordinance, and shall, on the filing of any bill of sale or
copy under this Ordinance, enter therein, in Form 3 in the
Schedule or in any other prescribed form, the name,
residence, and occupation of the person by whom the bill
was made or given, or, in case the same was made or given
by any person under or in the execution of process, then the
name, residence, and occupation of the person against whom
such process was issued, and also the name of the person
to whom or in whose favour the bill was given, and the
other particulars shown in the said form or to be prescribed
under this Ordinance, and shall number all such bills
registered in each year consecutively, according to the
respective dates of their registration.

(2) On the registration of any affidavit of renewal, the
like entry shall be made, with the addition of the date and
number of the last previous entry relating to the same bill,
and the bill of sale or copy originally filed shall be thereupon
marked with the number affixed to such affidavit of renewal.

(3) The Registrar shall also keep an index of the names
of the grantors of registered bills of sale with reference to
entries in the register of the bills of sale given by each
grantor.

(4) Such index shall be arranged in divisions corres-
ponding with the letters of the alphabet, so that all grantors
whose surnames begin with the same letter (and no others)
shall be comprised in one division, but the arrangement
within each such division need not be alphabetical. [20

20. A judge on being satisfied that the omission to
register a bill of sale or an affidavit of renewal thereof within





the time prescribed by this Ordinance, or the omission or
mis-statement of the name, residence, or occupation of any
person, was accidental or due to inadvertence, may order
such omission or mis-statement to be rectified by the insertion
in the register of the true name, residence, or occupation,
or by extending the time for such registration, on such terms
and conditions, if any, as to security, notice by advertisement
or otherwise, or as to any other matter, as he thinks fit to
direct. [21

21. Subject to and in accordance with any rules to be
made under this Ordinance, the Registrar may order a
memorandum of satisfaction to be written upon any registered
copy of a bill of sale, on the prescribed evidence being. given
that the debt, if any, for which such bill of sale was made
or given has been satisfied or discharged. [22

22. (1) Any person shall be entitled to have an office
copy or extract of any registered bill of sale and affidavit of
execution filed therewith, or copy thereof, and of any
affidavit filed therewith, or registered affidavit of renewal, on
paying for the same at the like rate as for office copies of
judgments of the Supreme Court.

(2) Any copy of a registered bill of sale, and affidavit
purporting to be an office copy thereof, shall, in all courts
and before all arbitrators or other persons, be admitted as
prima facie evidence thereof and of the fact and date of
registration as shown thereon.

Q) Any person shall be entitled at all reasonable times
to search the register on payment of a fee of one dollar,
subject to such regulations as may be prescribed, and shall
be entitled at all reasonable times to inspect, examine, and
make extracts from any and every registered bill of sale,
without being required to make a written application or to
specify any particulars in reference thereto, on payment of
a fee of one dollar for each bill of sale inspected : Provided
that the said extracts shall be limited to the dates of execu-
tion, registration, renewal of registration, and satisfaction,
to the names, addresses and occupations of the parties, to the
amount of the consideration, and to any further particulars
prescribed by any rules made under this Ordinance. [23





23. It shall be lawful for the Governor in Council to
inake regulations as to the fees to be taken by the Registrar.
[25

24. Rules for the purposes of this Ordinance may be
made by the like persons and in the like manner in which
rules may be made under the Supreme Court Ordinance. [26

25. When ihe time for registering a bill of sale expires
on a Sunday or other day on which the offices of the Supreme
Court are closed, such registration shall be valid if made on
the next following day on which the offices are open. [27

26. Nothing in this Ordinance shall apply to any de
bentures issued by any mortgage, loan, or other incorporated
company and secured upon the capital, stock, or goods,
chattels, and effects of such company. [28

SCHEDULE

FORM 1. [s. 10.]

Affidavit of renewal.

I, A.B., of , doswear that a bill of sale,
bearing date the day of ' 19 , and made
between [insert names and descriptions of the parties in the original
bill of sale] and which said bill of sale [or and a copy of which said
bill of sale, aq the case may be] was registered on the day of
19 is still a subsisting security.
Sworn, etc.

FORm 2. [s. 15.]

Bill of sale.

This Indenture made the day of 19
between A.B., of of the one part and C.D., of
of the other part, witnesseth that, in considera
tion of the sum of $now paid to A.B. by C.D., the
receipt of which sum the said A.B. hereby acknowledges [or whatever
else the consideration may be], he, the said A.B. doth hereby assign
unto C.D., his executors, administrators, and assigns, all and singular
the several chattels and things specifically described in the schedule





hereto annexed by way of security for the payment of the sum of
$ and interest thereon at the rate of per cent
per annum [or whatever else may be the rate]. And the said A.B.
doth further agree and declare that he will duly pay to the said
C.D. the principal sum aforesaid, together with the interest then
due, by equal payments of $ on the day of
' 19 , [or whatever else may be the stipulated
time or times of payment] . And the said A.B. doth also agree with
the said C.D. that he will [here insert term as to insurance, payment
of rent, or otherwise, which the parties may agree to for the main-
tenance or defeasance of the security] : Provided always that the
chattels hereby assigned shall not be liable to seizure or to be taken
possession of by the said C.D. for any cause other than those
specified in section 14 of the Bills of Sale Ordinance.
In witness, etc.
Signed and sealed by the said A.B. in the presence of me, E.F.
[add witness's name, address, and description].

Originally 12 of 1886. Fraser. 7 of 1886. 9 of 1950. Short title. Interpretation. 41 & 42 Vict. C. 31, s. 4. 45 & 46 Vict. C. 43, s. 3. 54 & 55 Vict. C. 35, s. 1. 53 & 54 Vict. C. 53, s. 2. (Cap. 6.) 41 & 42 Vict. C. 31, s. 4. Application of the Ordinance. 41 & 42 Vict. C. 31, s. 3. [s. 3 cont.] Application of the Ordinance to trade machinery. 41 & 42 Vict. C. 31, s. 5. Certain instruments giving power of distress to be subject to the Ordinance. 41 & 42 Vict. C. 31, s. 6. Fixtures or growing crops not deemed separately assigned when land passes. 41 & 42 Vict. C. 31, s. 7. Avoidance of bill of sale unless attested and registered. 43, s. 8. Avoidance of certain duplicate bills of sale. 41 & 42 Vict. C. 31, s. 9. [s. 8 cont.] Mode of registering bills of sale. 41 & 42 Vict. C. 31, s. 10; 45 & 46 Vict. C. 43, s. 10. Renewal of registration 41 & 42 Vict. C. 31, s. 11. Schedule. Form 1. Bill of sale to have schedule of property attached. 45 & 46 Vict. C. 43, s. 4. Bill of sale not to affect after-acquired property. 45 & 46 Vict. C. 43, s. 5. Exception as to certain things. 45 & 46 Vict. c. 43, s. 6. [s. 13 cont.] Limitation of causes of seizure. 45 & 46 Vict. C. 43, s. 7. Form of bill of sales. Ibid. s. 9. Schedule. Form 2. Avoidance of bill of sale under $150. Ibid. 12. Rule as to situation and sale of chattels. 45 & 46 Vict. C. 43, s. 13. Bill of sale not to protect chattels against rates and taxes. 45 & 46 Vict. C. 43, s. 14. Form of register. 41 & 42 Vict. C. 31, s. 12. Schedule. Form 3. Rectification of register. 41 & 42 Vict. C. 31, s. 14. [s. 20 cont.] Entry of satisfaction. 41 & 42 Vict. C. 31, s. 15. Right to have copies. 41 & 42 Vict. C. 31, s. 16. 45 & 46 Vict. C. 43, s. 16. 9 of 1950, Schedule. Fees. 9 of 1950, Schedule. Making of rules. 41 & 42 Vict. C. 31, s. 21. (Cap. 4.) Time of registration 41 & 42 Vict. C. 31, s. 22. Exclusion of certain debentures. 45 & 46 Vict. C. 43, s. 17. [Schedule, cont.]

Originally 12 of 1886. Fraser. 7 of 1886. 9 of 1950. Short title. Interpretation. 41 & 42 Vict. C. 31, s. 4. 45 & 46 Vict. C. 43, s. 3. 54 & 55 Vict. C. 35, s. 1. 53 & 54 Vict. C. 53, s. 2. (Cap. 6.) 41 & 42 Vict. C. 31, s. 4. Application of the Ordinance. 41 & 42 Vict. C. 31, s. 3. [s. 3 cont.] Application of the Ordinance to trade machinery. 41 & 42 Vict. C. 31, s. 5. Certain instruments giving power of distress to be subject to the Ordinance. 41 & 42 Vict. C. 31, s. 6. Fixtures or growing crops not deemed separately assigned when land passes. 41 & 42 Vict. C. 31, s. 7. Avoidance of bill of sale unless attested and registered. 43, s. 8. Avoidance of certain duplicate bills of sale. 41 & 42 Vict. C. 31, s. 9. [s. 8 cont.] Mode of registering bills of sale. 41 & 42 Vict. C. 31, s. 10; 45 & 46 Vict. C. 43, s. 10. Renewal of registration 41 & 42 Vict. C. 31, s. 11. Schedule. Form 1. Bill of sale to have schedule of property attached. 45 & 46 Vict. C. 43, s. 4. Bill of sale not to affect after-acquired property. 45 & 46 Vict. C. 43, s. 5. Exception as to certain things. 45 & 46 Vict. c. 43, s. 6. [s. 13 cont.] Limitation of causes of seizure. 45 & 46 Vict. C. 43, s. 7. Form of bill of sales. Ibid. s. 9. Schedule. Form 2. Avoidance of bill of sale under $150. Ibid. 12. Rule as to situation and sale of chattels. 45 & 46 Vict. C. 43, s. 13. Bill of sale not to protect chattels against rates and taxes. 45 & 46 Vict. C. 43, s. 14. Form of register. 41 & 42 Vict. C. 31, s. 12. Schedule. Form 3. Rectification of register. 41 & 42 Vict. C. 31, s. 14. [s. 20 cont.] Entry of satisfaction. 41 & 42 Vict. C. 31, s. 15. Right to have copies. 41 & 42 Vict. C. 31, s. 16. 45 & 46 Vict. C. 43, s. 16. 9 of 1950, Schedule. Fees. 9 of 1950, Schedule. Making of rules. 41 & 42 Vict. C. 31, s. 21. (Cap. 4.) Time of registration 41 & 42 Vict. C. 31, s. 22. Exclusion of certain debentures. 45 & 46 Vict. C. 43, s. 17. [Schedule, cont.]

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