FACTORS AND AGENTS. R. S. O. 1897, CAP. 150. An Act respecting Contracts in relation to Goods entrusted to Agents. H CONTRACTS WITH AGENTS MUST BE BONA FIDE TRANSACTIONS TO BIND BONA FIDE LOAN OR ADVANCE WHEN CIVIL LIABILITY OF AGENT, s. 14. OWNER MAY REDEEM GOODS PLEDGED REMEDY OF OWNER AGAINST ESTATE ER MAJESTY, by and with the advice and consent of enacts as follows: tation. 1. Where the following words occur in this Act they shall be Interpreconstrued in the manner hereinafter mentioned, unless a contrary intention appears :— 1. "Goods" shall include all personal property of whatever "Goods.” nature or kind soever; 2. "Shipped" shall mean the carriage of goods, whether by "Shipped.” land or by water; of title.' 3. "Document of title" shall include every bill of lading, "Document warehouse-keeper's or wharfinger's receipt or order for delivery of goods, every bill of inspection of pot or pearl ashes, and every other document used in the ordinary course of business, as proof of the possession or control of goods, or authorizing or When and to what extent agent to be deemed owner. Agent in pos session to be deemed entrusted. Agent pos sessed of docu be deemed entrusted with goods represented by it. purporting to authorize either by endorsement or by delivery, the possessor of such document to transfer or receive goods thereby represented. R. S. O. 1887, c. 128, s. 1. 2. Any agent entrusted with the possession of goods or of the documents of title thereto, shall be deemed the owner thereof for the following purposes, that is to say: 1. To make a sale or contract, as in section 5 mentioned; 2. To entitle the consignee of goods consigned by such agent to a lien thereon for any money or negotiable security advanced or given by him to or for the use of such agent, or received by the agent for the use of the consignee, in like manner as if such agent were the true owner of the goods; 3. To give validity to any contract or agreement by way of pledge, lien or security bona fide made with such agent, as well for an original loan, advance or payment made upon the security of the goods or documents, as for any further or continuing advance in respect thereof; and 4. To make such contract binding upon the owner of the goods and on all other persons interested therein, notwithstanding the person claiming such pledge or lien had notice that he was contracting only with an agent. R. S. O. 1887, c. 128, s. 2. 3. Every agent in possession of goods or documents of title as aforesaid shall, for the purposes of this Act, be taken to have been entrusted therewith by the owner, unless the contrary is shewn in evidence. R. S. O. 1887, c. 128, s. 3. 4. Any agent entrusted as aforesaid and possessed of any ment of title to document of title, whether derived immediately from the owner of the goods or obtained by reason of the agent having been entrusted with the possession of the goods or of any document of title thereto, shall be deemed to be entrusted with the possession of the goods represented by such document of title. R. S. O. 1887, c. 128, s. 4. What contracts for purchase to be valid. 5. Any person may contract for the purchase of goods with any agent entrusted with the possession thereof, or to whom the same may be consigned, and may receive and pay for the same to such agent; and such contract and payment shall be binding upon the owner of the goods notwithstanding the purchaser has notice that he is contracting only with an agent. The consideration necessary for the validity of a purchase under this section may be either a payment in cash or the delivery or transfer of other goods, or in part cash and in part the delivery or transfer of other goods. R. S. O. 1887, c. 128, s. 5; 57 V., c. 39, s. 1. What con 6. In case any person has a valid lien and security on any for lien goods or document of title or negotiable security in respect of valid. a previous advance upon a contract with an agent, and in case he delivers up the same to such agent upon a contract for the pledge, lien or security of other goods or of another document or security by such agent delivered to him in exchange, to be held upon the same lien as the goods, document or security so delivered up-then such new contract, if bona fide, shall be deemed a valid contract made in consideration of a present advance of money within this Act, but the lien acquired under such new contract on the goods, document or security deposited in exchange shall not exceed the value of the goods, document or security so delivered up and exchanged. R. S. O. 1887, c. 128, s. 6. document of 7. All contracts pledging or giving a lien upon any such Pledge of document of title shall be deemed a pledge of and lien upon title to be the goods to which it relates, and the agent shall be deemed deemed pledge the possessor of the goods or documents of title, whether the sented by it. same are in his actual custody or are held by any other person for him or subject to his control. R. S. O. 1887, c. 128, s. 7. 8. No antecedent debt owing from any agent entrusted as Antecedent aforesaid, shall authorize any lien or pledge in respect of such authoriz debt, nor shall it authorize such agent to deviate from any ex- pledge. press orders or authority received from his principal. R. S. O. 1887, c. 128, s. 8. fide. 9. Such contracts only shall be valid as are herein men- Contracts tioned, and such loans, advances and exchanges only shall be must be bona valid as are made bona fide and without notice that the agent making the same has no authority so to do, or that he is acting mala fide against the owner of the goods. R. S. O. 1887, c. 128, S. 9. transactions 10. All bona fide loans, advances and exchanges as aforesaid Bona fide though made with notice of the agent not being the owner, with agents to but without notice of his acting without authority, shall bind bind owners. the owner and all other persons interested in the goods, document or security, as the case may be. R. S. O. 1887, c. 128, s. 10. Bona fide loans or ad vances when deemed 11. Where any loan or advance is bona fide made to an agent entrusted with and in possession of goods or documents of title as aforesaid on the faith of any contract in writing to authorized. consign, deposit, transfer or deliver such goods or documents of title, and the same are actually received by the person making the loan or advance, either at the time of the contract or at a time subsequent thereto, without notice that the agent is not authorized to make the pledge or security, such loan or advance shall be deemed a loan or advance upon the security of the goods or documents of title within this Act. R. S. O. 1887, c. 128, s. 11. What con tracts to be 12. Every contract, whether made directly with the agent as considered to aforesaid or with any clerk or other person on his behalf, shall be deemed a contract with such agent. R. S. O. 1887, c. 128, s. 12. be made with agent. Payments, when deemed advances. Other liability of agents not 13. Every payment, whether made by money, bills of exchange or other negotiable security, shall be deemed an advance within this Act. R. S. O. 1887, c. 128, s. 13. 14. Nothing herein contained shall lessen, alter or affect the to be affected. civil responsibility of any agent for the breach of any duty or contract or the non-fulfilment of his orders or authority, in respect of any such contract, agreement, lien or pledge as aforesaid. R. S. O. 1887, c. 128, s. 14. Conviction for theft not 15. The conviction of any agent for theft, stealing or other admissible in similar crime shall not be received in evidence in any action against him. R. S. O. 1887, c. 128, s. 15. evidence. Owners may redeem goods pledged. Remedy of the owner against the estate of insolvent agent. 16. Nothing herein contained shall prevent the owner from redeeming any goods or documents of title pledged as aforesaid, at any time before the same have been sold, upon repayment of the amount of the lien thereon or restoration of the securities in respect of which the lien exists, and upon payment or satisfaction to the agent of any sum of money for or in respect of which such agent is entitled to retain the goods or documents, by way of lien against such owner; or shall prevent the owner from recovering from the person with whom any goods or documents have been pledged, or who has any lien thereon, any balance or sum of money remaining in his hands as the produce of the sale of the goods, after deducting the amount of the pledge or lien under the contract. R. S. O. 1887, c. 128, s. 16. 17. In case of the insolvency of any such agent, and in case the owner of the goods redeems the same, he shall, in respect of the sum paid by him on account of the agent for such redemption, be held to have paid the same for the use of such agent before his insolvency, or in case the goods have not been so redeemed, the owner shall be deemed a creditor of the agent for the value of the goods so pledged at the time of the pledge, and may in either case prove for or set-off the sum so paid, or the value of such goods, as the case may be. R. S. O. 1887, c. 128, s. 17. HE ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: be formed. 1. Limited partnerships for the transaction of any mercan- Limited parttile, mechanical, manufacturing or other business within the nerships may Province of Ontario, may be formed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and liabilities hereinafter mentioned, but the provisions of this Act shall not be construed to authorize any such partnership for the purpose of banking, or the construction or working of railways, or making insurance. R. S. O. 1887, c. 129, s. 1; 55 V., c. 28, s. 1. consist. 2. Such partnerships may consist of one or more persons, of whom to who shall be called general partners, and of one or more persons who contribute in actual cash payments a specific sum as capital to the common stock, who shall be called special partners. R. S. O. 1887, c. 129, s. 2. general and 3. General partners shall be jointly and severally responsible Liability of as general partners are by law, but special partners shall not be special partliable for the debts of the partnership beyond the amounts by ners. them contributed to the capital. R. S. O. 1887, c. 129, s. 3. |