not sold out and out, but merely mortgaged to secure a loan. The Bills of Sale Act, 1878, applies to both kinds, and is the only Act governing absolute bills. The Bills of Sale Act (1878) Amendment Act, 1882, modifies the earlier Act so far as concerns bills by way of security, but does not apply to absolute bills (c). The Bills of Sale Acts, 1890 and 1891, have no general importance, their effect merely being to exclude from the operation of the principal Acts, instruments hypothecating or charging imported goods, during the interval between their unloading from a ship and their deposit in a warehouse, or reshipping.

Under the Acts of 1878 and 1882, the following instruments are or are "to be deemed to be" bills of sale requiring registration (d).

(1) Bills of sale, assignments, transfers, declarations "of trust without transfer, inventories of goods with receipt thereto attached, or receipts for purchase moneys "of goods, and other assurances of personal chattels.”

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But the instruments in all these cases must be documents "on which the title of the transferee to the goods depends" (e). ·

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(2) "Powers of attorney, authorities or licences to take "possession of personal chattels as security for any "debt" (ƒ). But this would not extend to powers of distress in an ordinary lease (g), or to bona fide hiring or hire-purchase agreements (h).

(3) Any agreement, whether intended or not to be "followed by the execution of any other instrument, by

(c) Act of 1882, s. 3; and see Swift v. Pannell (1883), 24 C. D. 210.

(d) Act of 1878, ss. 4, 5, 6.

(e) Re Hood (1893), 68 L. T. 591; Re Roberts (1887), 36 Ch. D. 196; Newlore v.. Shrewsbury (1888), 21 Q. B. D. 41.

(f) Re Roundwood Colliery Co., [1897] 1 Ch. 373.

(g) See and distinguish Pulbrook v. Ashby (1887), 56 L. J. Q. B. 376.

(h) Ex parte Crawcour (1878), 9 Ch. D. 419; Beckett v. Tower Assets Co., [1891] 1 Q. B. 638; McEntire V. Crossley, [1895] A. C. 457.

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“which a right in equity to any personal chatteis, or to any charge or security thereon, shall be conferred" (i). For instance, a clause in an agreement for the sale of a business and stock-in-trade, giving the vendor a lien or charge on the latter for his unpaid purchase-money (k).

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(4) 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 for the purpose of "such security only" (1). But such documents are only within the Acts so far as they relate to "any personal chattels which may be seized or taken under such power "of distress" (m).

.6

The Act of 1878 expressly exempts from registration certain assurances and instruments (n), the chief of which are the following: Marriage settlements (o), assignments of ships, assignments for the benefit of creditors, bills of lading and dock warrants. And, by the Act of 1882 (sect. 17), debentures and debenture stock of a company are excepted from the operation of the Acts (p).

Finally, upon this part of the subject it may be observed, that the Acts do not affect a title to chattels acquired otherwise than in writing. They "avoid documents, not trans"actions." Nor do they apply to documents accompanying a pledge of goods where possession of the goods is actually given (q); nor to an assignment for value of future chattels, without the right to take possession (r).

(i) Reeves V. Barlow (1883). 12 Q. B. D. 436.

(k) Coburn v. Collins (1887), 35 Ch. D. 373.

(1) Act of 1878, s. 6.

(m) Re Roundwood Colliery Co., supra; Mumford v. Collier (1890), 25 Q. B. D. 279; Green v. Marsh, [1892] 2 Q. B. 330.

(n) Act of 1878, s. 4.

(0) Wenman v. Lyon, [1891] 2 Q. B. 192.

(p) Re Standard Co., [1891] 1 Ch. 627; Richards v. Kidderminster, [1896] 2 Ch. 212.

(q) Ex parte Hubbard (1883), 17 Q. B. D. 690.

V.

(r) Morris
[1892] 2 Ch. 352.

Delobbel-Flipo,

"Personal chattels" within the Acts.-The expression "personal chattels" is defined by sect. 4 of the Act of 1878. It includes "goods, furniture, and other articles capable of "complete transfer by delivery and (when separately assigned or charged) fixtures and growing crops." It

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does not include chattels real, fixtures assigned with land (s) (except trade machinery) (t), growing crops assigned with the land on which they grow, or stocks, shares, or choses in action.

Statutory requirements as to absolute bills.--These, as already mentioned, are governed solely by the Act of 1878. An absolute bill of sale requires to be duly attested by a solicitor, and such attestation must state that, before the execution of the bill, its effect was explained to the grantor by solicitor (u).

The consideration must be truly stated (a). And the bill must be registered within seven days in accordance with the Act (y). Upon application for such registration, a true copy of the bill and of every schedule or inventory annexed to it and of every attestation of its execution must be filed, together with an affidavit proving the date of execution of the bill and its due execution and attestation, and containing particulars of the residence and occupation of the grantor and of every attesting witness (2). The effect of non-compliance with these requirements, in the case of an absolute bill, is not to make the bill void altogether, but may be stated shortly as follows. regards chattels comprised in it which remain in the apparent possession of the grantor, the bill is void as against the trustee in bankruptcy and execution creditors of the grantor, unless it is duly executed, attested, and registered within seven days after the making of it (a). Goods

(s) Re Brooke, [1894] 2 Ch. 647; Small v. National Provincial Bank, [1894] 1 Ch. 680.

(t) See Act of 1878, s. 5. (u) Ibid., ss. 8, 10.

(x) Act of 1878, s. 8.
(y) Ibid., s. 10.

As

(z) Feast v. Robinson (1894), 63 L. J. Ch. 321; Sharp v. McHenry (1887), 38 Ch. D. 437. (a) Act of 1878, s. 8.

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are deemed to be in the "apparent possession" of the grantor "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 enjoyed by him in any place whatsoever, notwithstanding that "formal possession thereof may have been taken by or given to any other person" (b). It is to be observed that the Act does not render an unregistered absolute bill void as between grantor and grantee (c). So long as an absolute bill continues to be duly registered, the chattels comprised in it are not deemed to be in the "possession, order, or disposition" of the grantor, within the meaning of the Bankruptcy Act, 1883 (d).

Bills by way of security.-The statutory provisions with regard to these are very strict and highly technical. It is of the utmost importance that they should be exactly complied with, as non-compliance makes the bill altogether void as a disposition of the chattels comprised in it, even as between the grantor and the grantee. In the case, however, of a bill which is not duly registered, or the consideration for which is not truly stated, the grantor may remain liable on the covenant for payment, though the grantee gets no title to the chattels (e). But if such a bill is void by reason of its not being made in the statutory form, it is void in toto, even as regards the covenant for payment (7).

The chief statutory requirements in the case of a bill of sale by way of security, are as follows: (1) It must be "made in accordance with the form in the schedule" to

(b) Act of 1878, s. 4; Robinson v. Briggs (1870), L. R. 6 Ex. 1; Ramsay v. Margrett, [1894]2 Q. B. 18; In re Satterthwaite (1895), 2 Manson 52; Antoniadi V. Smith, [1901] 2 K. B. 589.

(c) Davis v. Goodman (1880), 5 C. P. D. 128; and ef. In re D'Epineuil (1882), 20 Ch. D. 217.

(d) Act of 1878, s. 20; Swift v. Pannell (1883), 24 Ch. D. 210. (e) Act of 1882, s. 8; Heseltine v. Simmons, [1892] 2 Q. B. 547.

(f) Ibid., s. 9 ; Daries V. Rees (1886), 17 Q. B. D. 408; Saunders v. White, [1901] 1 Q. B.

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the Act of 1882 (g). It is void if it "departs from the statutory form in anything which is a characteristic of that form (h); (2) It must have annexed to it a schedule containing an inventory of the chattels comprised in it (›). As regards all other chattels, except those specifically described in such inventory, it is void "except as against the grantor"; (3) It must be duly attested by one or more credible witnesses. Every witness must sign his name and add his address and description (k); (4) It must be duly registered within seven days of execution, together with a copy of the bill. And an affidavit of due execution and attestation must be made as in the case of an absolute bill (7); (5) It must truly state the consideration (sect. 8); (6) The grantor must be the "true owner' of the chattels described in the inventory. As regards any chattels of which he is not the true owner, the bill is void "except as against the grantor" (m); (7) The consideration for the bill must not be less than 301. (n) ; (8) Any defeasance, condition, or declaration of trust to which the bill is made subject, must be contained in the bill itself (0), and terms or covenants contained in the bill must be carefully limited to such as are "for the main"tenance or defeasance of the security"; otherwise the bill will be void under sect. 9 of the Act of 1882 (p).

The right of the grantee to seize, remove, or sell the chattels under the bill of sale, is restricted by sect. 7 of the

1878, s. 10; Heseltine v. Simmons, supra; Darlow v. Bland, [1897] 1 Q. B. 125.

(m) Section 5; Thomas V. Searles, [1891] 2 Q. B. 408.

(n) Act of 1882, s. 12; Davies v. Usher (1883), 12 Q. B. D. 490. (0) Act of 1878, s. 10. (p) See schedule to the Act of 1882; and see Peace v. Brooks, [1895] 2 Q. B. 451; Ex parte Stanford, supra.