Mortgages or pledges effect of fraud, misrepresentation, duress, or coercion, mistake or other invalidating cause shall continue to apply to contracts for the sale of goods. (2) Nothing in this Act shall affect the enactments relating to bills of sale or any enactment relating to the sale of goods which is not expressly repealed by the Act. (3) The provisions of this Act relating to contracts of sale shall not apply to any transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge or other security. [C.O. 1898, c. 39, s. 58.] CHAPTER 147. An Act respecting Factors and Agents. HIS MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: Short Title. 1. This Act may be cited as "The Factors Act." Short title [C.O. 1898, c. 40, s. 1.] Interpretation. Interpretation of title 2.-(1) For the purposes of this Act,(a) "Document of title" shall include any bill of Document lading, dock warrant, warehousekeeper's certificate or 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 delivery the possessor of the document to transfer or receive. goods thereby represented; Goods agent (b) "Goods" shall include wares and merchandise; (e) "Pledge" shall include any contract pledging or Pledge (2) 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 in his behalf; [C.O. 1898, c. 40, s. 2.] Dispositions by Mercantile Agents. mercantile 3.-(1) Where a mercantile agent is, with the consent Powers of of the owner, in possession of goods or of the documents agents of title to goods, any sale, pledge or other disposition of disposition the goods made by him when acting in the ordinary course respecting of goods Effect of pledge of documents of title Pledge for antecedent debt Rights acquired by exchange of goods or documents Agreements through clerks, etc. of business of a mercantile agent shall subject to the provisions of this Act 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 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 possession 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 Act be deemed to be with the consent of the owner. (4) For the purposes of this Act the consent of the owner shall be presumed in the absence of evidence to the contrary. [C.O. 1898, c. 40, s. 3.] 4. A pledge of the documents of deemed to be a pledge of the goods. title to goods shall be [C.O. 1898, c. 40, s. 4.] 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. [C.O. 1898, c. 40, s. 5.] 6. The consideration necessary for the validity of a sale, pledge or other disposition of goods in pursuance of this Act 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, documents or security when so delivered or transferred in exchange. [C.O. 1898, c. 40, s. 6.] 7. For the purposes of this Act 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 agreement with the agent. [C.O. 1898, c. 40, s. 7.] to consignors 8. (1) Where the owner of goods has given possession Provisions as of the goods to another person for the purpose of con- and consignees signment 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. [C.O. 1898, c. 40, s. 8.] Dispositions by Buyers and Sellers of Goods. by seller 9. Where a person having sold goods continues or is Disposition in possession of the goods or of the documents of title to remaining in the goods, the delivery or transfer by that person or by a mer- possession cantile 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. [C.O. 1898, c. 40, s. 9.] by buyer 10. (1) Where a person having bought or agreed to Disposition buy goods obtains with the consent of the seller possession obtaining of the goods or the documents of title to the goods, the possession 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. (2) This section shall not apply to goods the possession of which is obtained under a contract coming within the meaning of The Conditional Sales Act where the seller has complied with the provisions of that Act. [C.O. 1898, c. 40, s. 10; 1918, c. 4, s. 34.] transfer of vendor's lien 11. Where a document of title to goods has been law- Effect of fully transferred to a person as buyer or owner of the goods documents on and that person transfers the document to a person who or right of stoppage in transitu Mode of transferring documents Liability of agent Saving for rights of true owner Saving for common law, powers of agent 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. [C.O. 1898, c. 40, s. 11.] Supplemental. 12. For the purposes of this Act 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. [C.O. 1898, c. 40, s. 12.] 13. (1) Nothing in this Act shall authorize an agent to exceed or depart from his authority as between himself and his principal or exempt him from any liability for so doing. (2) Nothing in this Act shall prevent the owner of goods from recovering the goods from an agent or assignee under an assignment for the benefit of creditors 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 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 Act 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. [C.O. 1898, c. 40, s. 13.] 14. The provisions of this Act shall be construed in amplification and not in derogation of the powers exercisable by an agent independently of this Act. [C.O. 1898, c. 40, s. 14.] |