Factors Act

Short title

1 This Act may be cited as the Factors Act. R.S., c. 157, s. 1.

Interpretation

2 (1) In this Act,

(a) "document of title" includes any bill of lading, dock warrant, warehouse keepers certificate and warrant or order for the delivery of goods and any other document used in the ordinary course of business as proof of the possession or control of goods or authorizing or purporting to authorize, either by indorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented;

(b) "goods" includes wares and merchandise;

(c) "mercantile agent" means a mercantile agent having in the customary course of his business as such agent, authority either to sell goods or to consign goods for the purpose of sale, to buy goods or to raise money on the security of goods;

(d) "person" includes any body of persons, corporate or unincorporate;

(e) "pledge" includes any contract pledging, or giving a lien or security on, goods, whether in consideration of an original advance, of any further or continuing advance or of any pecuniary liability.

(2) A person shall be deemed to be in possession of goods, or of the documents of title to goods, where the goods or documents are in his actual custody or are held by any other person subject to his control or for him or on his behalf. R.S., c. 157, s. 2.

Deemed validity of disposition

3 (1) Where a mercantile agent is, with the consent of the owner, in possession of goods, or of the documents of title to goods, any sale, pledge or other disposition of the goods, made by him when acting in the ordinary course of business of a mercantile agent, shall, subject to this Act, be as valid as if he was expressly authorized by the owner of the goods to make the same, provided that the person taking under the disposition acts in good faith, and has not at the time of the disposition notice that the person making the disposition has not authority to make the same.

(2) Where a mercantile agent has, with the consent of the owner, been in possession of goods, or of the documents of title to goods, any sale, pledge or other disposition, which would have been valid if the consent had continued, shall be valid notwithstanding the determination of the consent, provided that the person taking under the disposition has not at the time thereof notice that the consent has been determined.

(3) Where a mercantile agent has obtained possession of any documents of title of goods by reason of his being or having been, with the consent of the owner, in possession of the goods represented thereby, or of any other documents of title to the goods, his possession of the first mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the owner.

(4) For the purposes of this Act, the consent of the owner shall be presumed in the absence of evidence to the contrary. R.S., c. 157, s. 3.

Exemption from Personal Property Security Act

3A Section 3 does not apply to a consignment to which the Personal Property Security Act applies. 1995-96, c. 13, s. 80.

Deemed pledge of goods

4 A pledge of the documents of title to goods shall be deemed to be a pledge of the goods. R.S., c. 157, s. 4.

Pledge by mercantile agent

5 Where a mercantile agent pledges goods as security for a debt or liability due from the pledgor to the pledgee before the time of the pledge, the pledgee shall acquire no further right to the goods than could have been enforced by the pledgor at the time of the pledge. R.S., c. 157, s. 5.

Consideration

6 The consideration necessary for the validity of a sale, pledge or other disposition of goods, in pursuance of this Act, may be either a payment in cash, the delivery or transfer of other goods, of a document of title to goods or of a negotiable security or any other valuable consideration, but, where goods are pledged by a mercantile agent in consideration of the delivery or transfer of other goods, of a document of title to goods or of a negotiable security, the pledgee shall acquire no right or interest in the goods so pledged in excess of the value of the goods, documents or security when so delivered or transferred in exchange. R.S., c. 157, s. 6.

Agreement

7 For the purposes of this Act, an agreement made with a mercantile agent through a clerk or other person, authorized in the ordinary course of business to make contracts of sale or pledge on his behalf, shall be deemed to be an agreement with the agent. R.S., c. 157, s. 7.

Goods on consignment

8 (1) Where the owner of goods has given possession of the goods to another person for the purpose of consignment or sale, or has shipped the goods in the name of another person, and the consignee of the goods has not had notice that such person is not the owner of the goods, the consignee shall, in respect to advances made to or for the use of such person, have the same lien on the goods as if such person were the owner of the goods and may transfer any such lien to another person.

(2) Nothing in this Section shall limit or affect the validity of any sale, pledge or disposition by a mercantile agent. R.S., c. 157, s. 8.

Purchaser in good faith

9 Where a document of title to goods has been lawfully transferred to a person as a buyer or owner of the goods and that person transfers the document to a person who takes the document in good faith and for valuable consideration, the last mentioned transfer shall have the same effect for defeating any vendors lien or right of stoppage in transitu as the transfer of a bill of lading has for defeating the right of stoppage in transitu. R.S., c. 157, s. 9.

Transfer of document

10 For the purposes of this Act, the transfer of a document may be by endorsement or, where the document is by custom or by its express terms transferable by delivery or makes the goods deliverable to the bearer, then by delivery. R.S., c. 157, s. 10.

Agents

11 (1) Nothing in this Act shall authorize an agent to exceed or depart from his authority as between himself and his principal, or exempt him from any liability for so doing.

(2) Nothing in this Act shall prevent the owner of goods from recovering the goods from an agent at any time before the sale or pledge thereof, or shall prevent the owner of goods pledged by an agent from having the right to redeem the goods at any time before the sale thereof, on satisfying the claim for which the goods were pledged and paying to the agent, if by him required, any money in respect to which the agent would, by law, be entitled to retain the goods or the documents of title thereto, or any of them, by way of lien as against the owner, or from recovering from any person with whom the goods have been pledged any balance of money remaining in his hands, as the produce of the sale of the goods, after deducting the amount of his lien.

(3) Nothing in this Act shall prevent the owner of goods sold by an agent from recovering from the buyer the price agreed to be paid for the same, or any part of that price, subject to any right of set-off on the part of the buyer against the agent. R.S., c. 157, s. 11.

Power of agent

12 This Act shall be construed in amplification and not in derogation of the powers exercisable by an agent independently of this Act. R.S., c. 157, s. 12.