shares. In a case where the directors of a company assigned their shares Directors' and salaries to the company to secure debts due from them on their private account, and empowered the company to retain their salaries and dividends, and sell their shares, but until an order directing otherwise the directors were to act as owners of the shares; one of the directors having become bankrupt, it was held that his shares passed as in the order and disposition of the bankrupt, but that the company had a right to set off against the bankrupt's debts the dividend and salary due at the time of the bankruptcy (p). Where on notice of a lien on shares, the holder of the lien is informed that the shareholder is not indebted to the bank, but this was a mistake, the mistake can be set right, if the holder's position has not altered by the information (9). Where the secretary of a company, being the holder of shares Secretary. therein, deposited them with a creditor, but no other notice was given to the company, on the bankruptcy of the secretary the shares were held to be in his order and disposition (r); secus, where notice was given, and the transfer left for indorsement (s). If an equitable mortgagee of shares give notice to the company, Statutory the shares will not be in the order and disposition of the holder to trusts. provision as thereof, notwithstanding the statutory provision forbidding the entry on the registry and the receipt by the company of notice of any express implied or constructive trust (t). Where shares stand in the names of trustees, and one is a debtor to the company, a lien attaches on the shares for such debt (u). Verbal notice in the course of business to the directors by the Notice. assignor of the shares will take them out of his order and dispo sition (x). How far interests in shares are choses in action within the order and disposition clause, see sup. p. 495. Shares in another company in name of the chairman, as trustee (p) Nelson v. London Ass. Co. 2 S. & S. 292. (a) Horsfall v. Halifax, &c. Co. W. N. 1883-62, Pearson, J. (r) Exp. Boulton, 1 De G. & J. 163; 3 Jur. N. S. 425. (s) Morris v. Cannan, 4 De G. F. & J. 581; 8 Jur. N. S. 653. (t) Exp. Stewart, 4 De G. J. & Sm. 543; 11 Jur. N. S. 25; 34 L. J. Bky. 6; Re (u) New London and Brazilian Co. v. (x) Exp. Agra Bk. 3 Ch. 555. Receiver. Lien of solicitor. Builder's contract. for his own company, which shares his company had no power to buy, were held to belong to his company and not to be in his order and disposition (†). Where shares may be forfeited if debts due by the holder are not paid, or where the holder cannot transfer the shares until the debts are paid, the debts are not charged on the shares (y). Where the holder cannot transfer shares until debts due to the company are paid, any debt will prevent the transfer although it has nothing to do with the shares (≈). (13.) Some cases not within the statute. The following cases do not fall within the statute : Horses hired to brewers (a); goods in possession of a receiver appointed at the instance of the creditor (b); goods consigned to a known agent for sale (c); goods sent on sale or return (d); goods of bankrupt distrained for rent but not sold (e); unpaid for goods allowed to remain in the vendor's possession till paid for, quære (ƒ), nor pictures lent for exhibition (g). The costs for which a solicitor claims a lien are not in his order and disposition until an order has been made directing payment of the costs out of the fund (h). Materials which the landlord may seize on forfeiture are not within the order and disposition clause, for until seizure the landlord is not the true owner (i). (14.) Other cases within the statute. The following cases are within the statute : Vendor's lien or equitable charge on goods sold and delivered (k); goods which a lessee has covenanted to keep on the premises to be (x) G. E. R. Co. v. Turner, 8 Ch. 149. (a) Exp. Elmer, 13 W. R. 476, Bky.; (c) Exp. Bright, 10 ib. 566, C. A.; Re Kullberg, 12 W. R. 137, Bky. But see Exp. Roy, 7 Ch. D. 70, Bacon, C. J. (d) Exp. Wingfield, 10 ib. 591, C. A.; Exp. Sheppard, 4 L. T. N. S. 808, Bky. (e) Re Stockton Iron Furnace Co. 10 Ch. D. 335, C. A.; Lehain v. Philpott, 10 L. R. Exc. 242; Sacker v. Chidley, 11 Jur. N. S. 654, Exc. (f) Re Grant, 7 L. T. N. S. 536, Bky.; Trismall v. Lovegrove, 10 W. R. 527, Exc. (g) Re Cook, W. N. 1884-124, Mathew, J. (h) Lord v. Colvin, 2 Dr. & Sm. 82. trator. sufficient to cover the rent (1), a contract to supply goods assigned without notice (m); goods of the estate of an intestate with which Administhe administrator trades, being the holder of an unregistered bill of sale of the intestate (n); where the real owner is intestate and no administration is taken out, a stranger cannot set up that fact against the trustee (o); next of kin in possession of estate of intestate (p); goods sold and hired back (9), but quære if there had been a custom, as in the case of pianos; manager's lien on goods of a firm for advances (r); the copyright of, or right of publishing, a newspaper (s). (15.) Vesting. Under B. A. 1849, ss. 125, 141, an order for sale was necessary to vest the property; but by B. A. 1883 (t), until a trustee is appointed the official receiver is the trustee for the purposes of the Act, and property within the order and disposition clause vests in the trustee upon appointment. (16.) Generally. In order to exclude the operation of this clause, a real possession, Character of even though it be friendly, is sufficient (u). We may add that the question of reputed ownership is entirely one for the jury (x). possession. The effect of these statutes is, that although a mortgage of General effect of reputed chattels personal made bonâ fide and for a valuable consideration, ownership but the possession of which is retained by the assignor, will be clause. valid against creditors at common law, and under 13 Eliz. c. 5, if it can be shown that the possession is consistent with the nature of the transaction so that the presumption of fraud raised by the possession is rebutted; yet it may be void under the statutes of bankruptcy, as against the trustees of a bankrupt, who continues the reputed owner, unless it can be shown that possession has been given as far as circumstances would permit; and therefore, although in Cadogan v. Kennett (y), and Bucknel v. Royston (≈), the assignments were valid within the 13 Eliz. c. 5, yet they would, it is conceived, have been void within the bankrupt laws (≈). But in the cases of the delivery of the key of the warehouse, the delivery of the muniments of ships or goods at sea, and of the bond on assignment of a bond debt, the assignments would have been valid under both statutes. 5. What "bill of sale" meant under the Act of 1854 and cases. means under the Act of 1878 519 ib. ib. 8. What "bill of sale" 9. What "bill of sale 10. What" personal chattels " meant under the Act of 1854, and cases 11. What "personal chattels" means under the Act of 1878 13. "Trade machinery" under the Act of 1878 16. The rights of third parties 522 523 ib. 524 526 (1.) Registration under Bill of Sale Act of 1854. IN 1854, for the better protection of purchasers and mortgagees, the Bills of Sale Act (17 & 18 Vict. c. 36), was passed. 509 |