28. The said Company shall have power to collect and receive Back charges all charges subject to which goods or commodities may come into on goodą. their possession; and or payment of such back charges, and without formal transfer, shall have the same lien for the amount any thereof upon such goods or commodities, as the person to whom such charges were originally due had upon such goods or commodities, while in their possession, and shall be subrogated by such payment in all the rights and remedies of such persons for such charges. 29. The said Company is hereby authorized to make contracts Insurance on of insurance against all loss, damage or injury of the goods and goods. effects entrusted to its safe keeping, or upon which it may have made advances, to the full amount of the value of such goods and effects, and may obtain policies in the name of the Company, evidencing such insurances, and shall have a right to recover from the insurers the full amount of damages or loss caused by any accident or casualty against which it shall have been insured, notwithstanding that it may not be interested in such goods and effects to the extent of such loss or damage, and notwithstanding that, at the time of such insurance and at the time of such accident or casualty, it was only bailee of such goods and effects; and it may sue for and recover the amount of such loss and damage, as owner of such goods and effects, and shall be deemed for the purpose of such recovery to be owner of such goods and effects,any law, usage or custom to the contrary notwithstanding. 30. The said Company may also transfer to the owners or Transfer of pledgers of such goods and effects, its claim against the insurers policy. under any such policy of insurance, to the extent of any amount agreed upon between the Company and such owners or pledgers; and such transfer may be made by means of a certificate, signed by the Company, purporting that the effects held by the Company and mentioned in such certificate are insured under the policy (describing it) to the amount agreed upon and set forth in the certificate, the loss upon which effects (if any) may be made payable to the holder or endorsee of such certificate,-provided that such holder or endorsee be also at the same time the holder of the Proviso. warehouse receipt representing such effects; and thereafter the right of action of the Company, under the policy, shall be reduced by the amount mentioned in the certificate, and the holder of the certificate shall be entitled to recover from the insurers who issued the policy, such amount of loss or damage as the goods purporting to be insured may have suffered, and as may be recoverable under the policy. annual statements. 31 It shall be the duty of the Directors to make annual divi- Dividends and dends of so much of the profits of the said Company as to them, or a majority of them, shall seem advisable; and once in each year an exact and particular statement shall be rendered by them of the state of the affairs, debts, credits, profits and losses of the said Company; and such statement shall appear on the books and be open for the perusal of any stockholder upon request, at least one month before the annual meeting of the said Company. 32. 1 Liability of stockholders limited. Punishment in respect of false ceipts. 32. No stockholder in the said Company shall be in any manner whatsoever liable for, or charged with the payment of any debt or demand due by the said Company, beyond the amount remaining unpaid of his, her or their subscribed share or shares in the capital stock of the said Company. 33 The eighty-eighth, eighth-ninth, ninetieth and ninety-first warehouse re- sections of the statute thirty-second and thirty-third Victoria, chapter twenty-one, being "An Act respecting Larceny and other similar offences," shall be applicable and shall be applied to all false warehouse and other receipts referred to in this Act; and any person or persons knowingly giving, accepting, transmitting and using the same, shall be subject to all the pains and penalties imposed by the said eighty-eighth, eighty-ninth, ninetieth and ninety-first sections of that Act, or by any of them, in respect of the receipts herein specified. As to liens on goods. 34. The right of the Company to any lien shall in no way affect, nor be construed t affect, impair or lessen, any pre-existing pledge, mortgage, lien or sale of any goods in respect of which a privilege may be claimed by the said Company; this section shall not be so construed as to give to any person holding a mortgage or lien upon goods and effects or to any purchaser or pledgee of goods and effects upon which the Company claims any privilege, any greater, further or better right as pledgee, mortgagee or purchaser, than such person, purchaser or pledgee would have against any individual holding the privilege claimed by the Company,the true intent and meaning of this section being, that the respecother parties. tive rights of the Company and of any such mortgagee, pledgee or purchaser, shall stand in the same position towards each other as they would in the case of individuals holding similar conflicting claims, according to the laws of that Province of this Dominion in which the transactions upon which such rights may be based shall have taken place. Rights of Powers subject to 35. The powers hereby given, and any rights hereby granted future legisla- shall be subject to any future legislation regulating the business of warehousemen. tion. Preamble. CHAP. 111. An Act to incorporate the "Merchants' Warehousing Company." [Assented to 23rd May, 1873.] WHEREAS in view of the increasing trade of the Dominion of Canada, it is desirable that additional facilities should be afforded at the City of Montreal, in the Province of Quebec, at the City of Toronto, in the Province of Ontario, and elsewhere in the Provinces of Ontario and Quebec, for the storage, safe keeping and transport of produce and other merchandize: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. Andrew Allan, George A. Drummond, Daniel Butters, Incorporation. David A. P. Watt, Alexander Dennistoun, Robert A. Smith, Robert Peddie and every such person or persons, body and bodies politic and corporate as shall, under the authority of this Act, be associated with them, and their several and respective successors, executors, administrators and assigns, as stockholders in the corporation hereby created, shall be a body politic and corporate by the name of "The Merchants' Warehousing Company;" and by Corporate that name shall and may have perpetual succession and a common name and general powers. seal, with power to break and alter the same; and by that name may sue and be sued, implead and be impleaded, in all courts of law or equity in this Dominion; and the said corporation shall have their principal place of business at Montreal aforesaid, but Seats of may open such office or offices, at such places either in this Dominion or elsewhere, as may be found necessary or convenient for the purposes of their business. business. acquire real 2. The said Company is hereby authorized and empowered, at Company may its own costs and charges, to erect and build, hire and lease sheds, property for stores, warehouses, wharves, lumber yards, coves, booms, slips, the purposes of piers, cranes, tramways and all other buildings, machinery and its business.. appurtenances which may be necessary or convenient to conduct the business of the said Company in auy place in the Provinces of Ontario and Quebec, for the reception and storage of produce, goods, wares, lumber of all sorts and merchandize, free of duty or in bond or otherwise, together with such barges or other craft, tramways, elevators and other constructions and erections whatsoever as may be requisite or useful for the reception, safe keeping, transportation and shipment of produce, goods, wares and merchandize. 3. The said Company may, from time to time, purchase, hire, Real property lease and hold such immovable property as may be necessary for carrying on the business of the said Company, not exceeding in annual value twenty-five thousand dollars in any one county or district, and may sell, lease or otherwise dispose of such property, from time to time, as they may see fit. and warehouse 4. The Company may issue certificates of goods received, or Issue of certiwarehouse receipts therefor, on the production of which by the ficates of goods holder thereof, and on compliance by him with the terms receipts. thereof, the said Company shall be compellable to deliver such goods; and such warehouse receipts shall be transferable by endorsement, either special or in blank, and such endorsement Transferable, shall transfer all right of property and possession of such goods and effect of to the endorsee or holder of such warehouse receipts, as fully and completely as if a sale and delivery of the goods mentioned therein had been made in the ordinary way; and on delivery of such transfer. Proviso. Company may make advances on goods, &c. such goods by the said Company, in good faith, to a person in possession of such warehouse receipts, the said Company shall be free from all further liability in respect thereof: Provided always, that the said Company shall be subject, in respect of such goods, and in respect of such warehouse receipts, to all the obligations and duties imposed upon warehousemen, either by the statute law or by the common law of that part of. Canada where the produce, goods, wares and merchandize mentioned in such certificates respectively, may be held, stored or warehoused. 5. The Company may, from time to time, make advances on goods, wares or lumber, or securities transferred to or in the custody or possession of the said Company, and such advances may be made either in cash or negotiable paper, made, endorsed or accepted by the Company, and the Company may charge a commission on such advances, not exceeding two and a half per centum on the amount thereof; for which advances and commissions the said Company shall have a lien upon such goods and securities, but no lien shall attach in favor of the Company on any goods, wares and merchandize for which it may issue a receipt, the extent and nature of which lien shall not be clearly ex pressed upon the face of, and be evidenced by such receipt itself: Provisogala Provided that in the event of the non-payment of such advances of goods for non-payment when due, the Company may sell at public auction or private of advances. sale the goods whereon such advances have been made, and retain the proceeds, or so much thereof as shall be equal to the amount due to the Company upon such advances, with any interest, charges and costs, returning the surplus, if any, to the owner thereof; but no sale of any goods shall take place under Notice of sale. this Act until or unless thirty days' notice of the time and place of such sale has been given by registered letter, transmitted through the post office, to the owner of such goods, prior to the sale thereof, unless otherwise provided in the contract between the parties; and in case any property deposited with the ComProvision in pany upon which they have made advances shall, before the goods are maturity of the contract, from any cause decrease in value from perishable. the price originally fixed, the Company may give notice to the pledger or his agent, by means of a registered letter or otherwise, to perform the conditions of the contract, or make good the deficiency caused by such decrease in value, and in default thereof the Company may sell and dispose of such property in the manner hereinbefore provided. Company 6. The Company may make contracts of insurance against all loss, damage or injury of the goods and effects entrusted to its safe keeping, or upon which it may have made advances to the full amount of the value of such goods and effects, and may obtain policies in the name of the Company evidencing such insurances, and shall have a right to recover from the insurers the full amount of damages or loss caused by any accident or casualty against which it shall have been insured, notwithstanding that it may not be interested in such goods and effects to the extent of such loss or damage, and notwithstanding, that at the time of such insurance and at the time of such action or casualty, it was only bailee of such goods and effects; and it may sue for and recover the amount of such loss and damage as owner of such And recover goods and effects, and shall be deemed for the purpose of such damages, recovery to be owner of such goods and effects, -any law, usage or custom to the contrary notwithstanding. claim. Form of 7. The Company may also transfer to the owners, pledgers or And may pledgees of such goods and effects, its claim against the insurers transfer its under any such policies of insurance, to the extent of any amount agreed upon between the Company and such owners, pledgers or pledgees; and such transfer may be made by means of a certificate signed by the Company, purporting that the effects in the custody transfer, and or charge of the Company, and mentioned in such certificate, are its effect, insured under the policies (describing them) to the amount agreed upon and set forth in the certificate, the loss upon which effects (if any) may be made payable to the holder or endorsee of such certificate, provided such holder or endorsee be also at the same time the owner or consignee of the goods mentioned in the said certificate, or the holder of the warehouse receipt representing such effects, if such receipt has been issued; and thereafter the right of action of the Company under the policy shall be reduced by the amount of loss er damage paid or payable by the insurance company to the holder of such certificate, and the holder of the certificate shall be entitled to recover from the insurers who issued the policy such amount of loss or damage as the goods purporting to be insured may have suffered, and as may be recoverable under the policy. 8. The Company may charge on all property placed with them Fees chargesor in their custody, a fair remuneration or such sums as may be ble by the Company. agreed upon, for the storage, warehousing, transport, wharfage, either at top or side, dockage, slippage, cranage, craulage, gauging, testing, cooperage, elevating, weighing or other care or labour in and about such property on the part of the såid Company, or which such property may have received while in its care or custody. and shares. 9. The capital stock of the Company shall be two hundred and Capital stock fifty thousand dollars current money of this Dominion, in shares of one hundred dollars each; and such shares shall be transferable upon the books of the said Company in such manner and subject to such restrictions as shall be fixed by the by-laws of the said Company-provided always that no person to whom shall be allotted any stock in the said Company, shall be exempted from liability to the creditors thereof, or from payment of any calls thereon, by reason of any transfer which he may make of such stock, until the whole amount of the stock so allotted to him be paid in full by the holder thereof, or unless the transfer thereof be consented to by the said Company; and such stock shall be called in and paid in such instalments and upon such notice as shall be fixed by the Directors: Provided always that the said Company shall |