Chap. VII. grantor is void unless made in accordance with the form in the schedule to the Act of 1882.1 The bill of sale must be "in accordance with " the form, that is, it must be substantially like the form, and must not depart from it in any material respect either by adding to, or subtracting from it anything substantial.3 Must contain the whole contract. It is inexpedient in such a work as the present to consider in detail the numerous decisions upon s. 9, but a brief summary of the more important points may be useful. 4 A bill of sale will be void under s. 9 if the name, address, and description of the grantor, grantee, and attesting witness are not stated in the body of the bill and the attestation clause respectively, or if a consideration is not stated; but an incorrect. statement in any of these particulars does not make the bill void under s. 9. Also, if property which is not "personal chattels " within the meaning of the Act, is comprised in the bill, e.g., chattels real or future property; if two persons jointly assign chattels of which they are not joint but several owners; if any provisions are inserted which give a right to seize the goods for any cause not specified in s. 7; 10 or if the principal sum secured, the rate of interest, or the time of payment, are not definitely stated.11 It should be added that the bill of sale must contain and show on its face all the terms of the contract, and must not incorporate 145 & 46 Vict. c. 43, s. 9. 2 See Form in Appendix, p. 433. 3 Davis v. Burton, 11 Q. B. D. 540; Melville v. Stringer, 13 Id. 392; Ex p. Stanford, 17 Id. 259; Thomas v. Kelly, 13 App. Cas. 506; Davies v. Jenkins, sup. ; Saunders v. White, [1902] 1 K. B. 472. + Parsons v. Brand, 25 Q. B. D. 110; Simmons v. Woodward, [1891] 1 Ch. 464; [1892] A. C. 100; Dolcini v. Dolcini, [1895] 1 Q. B. 898; Altree v. Altree, [1898] 2 Q. B. 267; Kemble v. Addison, [1900] 1 Q. B. 430. 5 Heseltine v. Simmons, [1892] 2 Q. B. 547; Simmons v. Woodward, sup. 6 Heseltine v. Simmons, sup. For the effect when these particulars are not correctly registered, see ante, p. 102. 7 Ante, p. 97. 8 Thomas v. Kelly, 13 App. Cas. 506 ; Cochrane v. Entwistle, 25 Q. B. D. 116; but see Seed v. Bradley, [1894] 1 Q. B. 319, and Coates v. Moore, [1903] 2 K. B. 140, as to chattels substituted for those specifically described. 9 Saunders v. White, [1902] 1 K. B. 472. 10 Furber v. Cobb, 18 Q. B. D. 494; Real Advance, &c. Co. v. Clears, 20 1d. 304; Topley v. Corsbie, Id. 350; Seed v. Bradley, [1894] 1 Q. B. 319; Cartwright v. Regan, [1895] 1 Q. B. 900; Re Bullock, [1899] 2 Q. B. 517. For sect. 7, see post, p. 106. 11 Hetherington v. Groome, 13 Q. B. D. 789; Goldstrom v. Tallerman, 18 Id. 1; Hughes v. Little, Id. 32; Lumley v. Simmons, 34 Ch. D. 698; Edwards v. Marston, [1891] 1 Q. B. 225; Re Bargen, [1894] 1 Q. B. 444; Weardale, &c. Co. v. Hodson, Id. 598; De Braam v. Ford, [1900] 1 Ch. 142. any terms by reference to another document.1 The provisions Chap. VII. of the Act of 1878 as to the registration of a copy of any "defeazance, condition, or declaration of trust," have been already considered.? 3 avoidance under the sections. It will be observed that, in the various sections of the Acts Extent of of 1878 and 1882, the extent to which a bill of sale is made void for non-compliance with the statutory provisions differs very various considerably. If a bill of sale, within the Act of 1878, is not duly attested and registered, and the consideration is not truly stated, it is void as against certain persons only, and in respect only of the chattels comprised therein which are in the possession or apparent possession of the grantor; but a bill of sale within the Act of 1882 is, in like case, "void in respect of the personal chattels comprised therein," i.e., as against all persons and without reference to the possession. For non-compliance with the provisions of s. 4 of the Act of 1882, as to the inventory and specific description, a bill of sale is void, "except as against the grantor," in respect of any personal chattels not specifically described in the schedule; and, under s. 5, a bill of sale is void, except as against the grantor," in respect of chattels so specifically described of which the grantor was not the true owner. If a bill of sale is not "in accordance with the form " as prescribed by s. 9 of the Act of 1882, or is made in consideration of a sum under £30, it is "void." The effect of s. 9 or s. 12 is not, however, to make the whole instrument void for all purposes, but only to make it void so far as it is a bill of sale within the meaning of the Act; it will be absolutely void as to all the covenants which form part of it as a bill of sale, and as an assignment of "personal chattels," but it will be valid as an assignment of any property which is not "personal chattels." 10 Under s. 9 or s. 12 the covenant to pay is void,11 but under s. 8 it remains valid and enforceable.12 Chap. VII. Seizure of goods and sale. Power of sale. There is usually contained in a bill of sale an express power to seize on default, but apart from this the grantee has an implied power to seize for any of the causes specified in the Act of 1882.1 The grantee may not seize or take possession except for one of the following causes: 66 "(1.) If the grantor shall make default in payment of the sum 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; 4 "(2.) If the grantor shall become a bankrupt, or suffer the said goods, or any of them, to be distrained for rent, rates, or taxes; 4 "(3) If the grantor shall fraudulently either remove or suffer the said goods, or any of them, to be removed from the premises; 66 5 "(4) If the grantor shall not without reasonable excuse, upon demand in writing by the grantee, produce to him his last receipts for rent, rates, and taxes; "(5) If execution shall have been levied against the goods of the grantor under any judgment at law." And it is provided that the grantor may within five days from such seizure or taking possession apply to the High Court; and the Court, or a judge thereof, if satisfied that by payment of money or otherwise the cause of seizure no longer exists, may restrain the grantee from removing or selling, or may make such other order as may seem just; and, doubtless in furtherance of such provision, the goods may not be removed or sold until after five clear days. from the day they were seized or taken possession of. After the expiration of the five days, this summary remedy given to the grantor is lost, but the equitable right to redeem remains. 8 9 Under the Act of 1882 there is an implied power to sell the goods at the expiration of five days after seizure, 10 but the power of sale given by the Conveyancing Act, 1881 (s. 19) is not incorporated. 10 As incidental to the power of sale, there are implied 1 Re Morritt, 18 Q. B. D. 222, 241; Watkins v. Evans, Id. 386. 2 45 & 46 Vict. c. 43, s. 7. 3 Bianchi v. Offord, 17 Q. B. D. 484, 487. + See Furber v. Cobb, 18 Q. B. D. See Ex p. Cotton, 11 Q. B. D. 301; 6 Davis v. Burton, 11 Q. B. D. 537, 7 45 & 46 Viet. c. 43, s. 7; Ex p. Cotton, sup.; Ex p. Wickens, sup.; Ex p. Ellis, [1898] 2 Q. B. 79. 8 lb. s. 13. See O'Neill v. City, de. Co., 17 Q. B. D. 234. 9 Johnson v. Diprose, [1893] 1 Q. B. 512. 10 Re Morritt, 18 Q. B. D. 222; Calvert v. Thomas, 19 Id. 204. trusts by virtue of which the mortgagee may out of the proceeds of Chap. VII. sale retain the principal and interest owing, and also the costs and expenses incurred by him in discharging any distress or execution or other incumbrance affecting the goods, and in taking and keeping possession of them, and in removing, warehousing, valuing and selling them; but an express power to retain other sums not coming within the above category will make the bill of sale void. The mortgages, charges, and debentures of any incorporated Debentures. company, for the registration of which statutory provision is made, 4 3 are not within the Bills of Sale Acts, and this includes a deed of charge to cover debentures. The debentures of a society registered under the Industrial and Provident Societies Act are, however, within the Acts, and are not exempted by s. 17 of the Act of 1882, which exempts debentures issued by an "incorporated company."5 6 In case two or more bills of sale are given comprising in whole Priority. or in part any of the same chattels, they will have priority in the order of the date of their registration; and, as regards bills of sale under the Act of 1878, a bill of sale attested and registered will take priority over one that is earlier but unregistered.7 A transfer or assignment of a registered bill of sale, as already Assignment. stated, need not be registered ; and there is no distinction in this 6 respect between a bill of sale by way of security, upon which an equity of redemption is reserved, and an absolute bill of sale, or between an equitable transfer and a legal one." satisfaction. Where the debt for which a bill of sale was made or given has Entry of been satisfied or discharged, the registrar may order a memorandum of satisfaction to be written upon any registered copy of it, on the consent of the person entitled to the benefit of the bill of sale, or on proof that the debt has been satisfied or discharged.10 641 & 42 Vict. c. 31, s. 10; 45 & 46 7 Conelly v. Steer, 7 Q. B. D. 521. 9 Exp. Turquand, 14 Q. B. D. 636, 10 41 & 42 Vict. c. 31, ss. 15, 21; R. S. C., Ord. LXI., rr. 26, 27. See Re White and Rubery, [1894] 2 Q. B. 923. Chap. VIII. Ships. Merchant Aliens. "Ship." CHAPTER VIII. SHIPS. PROPERTY in ships is subject to special laws, partly founded on the civil law as formerly administered by the Court of Admiralty, and partly contained in the Merchant Shipping Act, 1894,1 which repeals the prior Acts. 2 3 This Act provides that a ship shall not be deemed to be a British ship unless owned by (1) natural-born British subjects, (2) naturalized persons, (3) denizens, or (4) corporations established under the laws of some part of, and having their principal place of business in, the British dominions. A natural-born subject who has become a citizen or subject of a foreign state, a naturalized person, or a denizen, cannot be owner of a British ship until he has taken the oath of allegiance to the Sovereign, and resides in, or is partner in a firm carrying on business in, the British dominions." The Naturalization Act, 1870, which enabled an alien to take, acquire, hold, and dispose of real and personal property of every description, especially excepted an alien from being qualified to be the owner of a British ship.* If an alien or other unqualified person acquires any interest in a British ship, except by transmission on marriage, death, bankruptcy, or other lawful means, that interest is subject to forfeiture." In the case of transmission by marriage, &c., an application must be made to the Court for sale of such interest within four weeks after such transmission has taken place." 66 The Merchant Shipping Act, 1894, defines "ship" as including every description of vessel used in navigation not propelled by oars," and "vessel" as including " any ship or boat, or any other description of vessel used in navigation."7 66 5 Act of 1894, ss. 28, 71, 76. 6 Ib. s. 28. See post, p. 111. 7 Ib. s. 742. See Ex p. Ferguson, L. R. 6 Q. B. 280; Southport (Mayor of) r. Morriss, [1893] 1 Q. B. 359. |