FACTORS ORDINANCE

FACTORS ORDINANCE

CHAPTER 48.

FACTORS.

To consolidate and amend the law relating to factors.

[1st July, 1896.]

Preliminary.

1. This Ordinance may be cited as the Factors

Ordinance.

2. (1) In this Ordinance-

'document of title' includes any bill of lading, dock warrant,
warehouse keeper's certificate, and warrant or order for the
delivery of goods, and 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,
either by indorsement or by delivery, the possessor of the
document to transfer or receive goods thereby represented ;

'goods' include wares and merchandise;

'mercantile agent' means a mercantile agent having, in the
customary course of his business as such agent, authority
either to sell goods, or to consign goods for the purpose of
sale, or to buy goods, or to raise money on the security of
goods;

'person' includes any body of persons corporate or
unincorporate ;

'pledge' includes 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.

(2) For the purposes of this Ordinance, 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. [1

Dispositions by mercantile agents.

3. (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 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 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 notwitlistanding 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 another documents of title to the goods, his
possession of the first-mentioned documerits shall, for the purposes
of this Ordiriance, be deemed to be 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. [2

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

5.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. [4

6. 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





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, docu-
ment, or security when so delivered or transferred in
exchange. [5

7.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 con-
tracts of sale or pledge on his behalf shall be deemed to be
an agreement with the agent. [6

8. (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. [7

Dispositions by sellers and buyers of goods.

9.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 docu-
merits of title under any sale, pledge, or other disposition
thereof, or under any agreement for sale, pledge, or other
disposition thereof, to any persoii 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. [8

10. 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. [9

11. Where a document of title to goods has been law-
fully 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 stop-
page in transitu as the transfer of a bill of lading has for
defeating the right of stoppage in transitu. [10

Supplementary.

12. For the purposes of this Ordinance, the transfer of a document
may be by indorsement, 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.

[11

13. (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 in
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 docu-





ments 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 Ordinauce 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. [12

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

(Note.-The following Acts in their application to the Colony
were repealed by this Ordinance-

4 Geo. 4, Cap. 83;
6 Geo. 4, cap. 94;

5 & 6 Vict., cap. 39.)
Originally 6 of 1896. Fraser 3 of 1896. 52 & 53 Vict. C. 45 Short title. Interpretation. Powers of mercantile agent with respect to disposition of goods. Pledge of documents of title. Pledge for antecedent debt. Rights acquired by exchange of goods or documents. [s. 6 cont.] 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 or stoppage in transit. Mode of transferring document. Saving for rights of true owner. [s. 13 cont.] Saving of common law powers of agent.

Originally 6 of 1896. Fraser 3 of 1896. 52 & 53 Vict. C. 45 Short title. Interpretation. Powers of mercantile agent with respect to disposition of goods. Pledge of documents of title. Pledge for antecedent debt. Rights acquired by exchange of goods or documents. [s. 6 cont.] 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 or stoppage in transit. Mode of transferring document. Saving for rights of true owner. [s. 13 cont.] Saving of common law powers of agent.

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