Acts and Regulations

2011, c.153 - Factors and Agents Act

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Current to 1 January 2024
2011, c.153
Factors and Agents Act
Deposited May 13, 2011
Definitions
1The following definitions apply in this Act.
“document of title” includes a bill of lading, dock warrant, warehousekeeper’s certificate, or 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 endorsement or delivery, the possessor of the document to transfer or receive goods represented by it.(titre documentaire)
“goods” includes wares and merchandise. (marchandises)
“mercantile agent” means a mercantile agent having, in the customary course of business as that agent, authority either to sell goods or to consign goods for the purpose of sale, or to buy goods or to raise money on the security of goods. (agent de commerce)
“pledge” includes any contract pledging or giving a lien or security on goods, whether in consideration of an original advance or of a further or continuing advance, or of a pecuniary liability. (gage)
R.S.1973, c.F-1, ss.1(1)
Possession of goods
2For the purposes of this Act, a person shall be deemed to be in possession of goods, or of the document of title to goods, when the goods or document are in the person’s actual custody or are held by another person subject to the person’s control, for the person or on the person’s behalf.
R.S.1973, c.F-1, ss.1(2)
Sale of goods by mercantile agents
3Subject to the provisions of this Act, when a mercantile agent is in possession of goods or of the document of title to goods with the consent of the owner, a sale, pledge or other disposition of the goods made by the agent when acting in the ordinary course of business of a mercantile agent shall be as valid as if the agent were expressly authorized by the owner of the goods to make the disposition, if the person taking under the disposition acts in good faith and, at the time of the disposition, does not have notice that the person making the disposition does not have authority to make the disposition.
R.S.1973, c.F-1, s.2
Sale of goods by mercantile agents without consent of owner
4When a mercantile agent has been in possession of goods or of the document of title to goods with the consent of the owner, a sale, pledge or other disposition that would have been valid if the consent had continued shall be valid despite the termination of the consent, if at the time of the disposition the person taking under the disposition does not have notice that the consent has been terminated.
R.S.1973, c.F-1, s.3
Presumption regarding possession
5When a mercantile agent has obtained possession of a document of title to goods by reason of being or having been, with the consent of the owner, in possession of the goods represented by the document, or of any other document of title to the goods, for the purposes of this Act, the agent’s possession of the first mentioned document shall be deemed to be with the consent of the owner.
R.S.1973, c.F-1, s.4
Presumption regarding consent of owner
6For the purposes of this Act, the consent of the owner shall be presumed in the absence of evidence to the contrary.
R.S.1973, c.F-1, s.5
Sections 1 to 6 do not apply to particular consignments
7Sections 1 to 6 do not apply to a consignment to which the Personal Property Security Act applies.
1993, c.36, s.4
Pledge of document of title
8A pledge of the document of title to goods shall be deemed to be a pledge of the goods.
R.S.1973, c.F-1, s.6
Pledge of goods
9When 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.1973, c.F-1, s.7
Rights of pledgee
10(1)The consideration necessary for the validity of a sale, pledge or other disposition of goods under this Act may be any of the following:
(a) a payment in cash;
(b) the delivery or transfer of other goods;
(c) the delivery or transfer of a document of title to goods or of a negotiable security; or
(d) any other valuable consideration.
10(2)When 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 acquires no right or interest in the pledged goods in excess of the value of the goods, documents or security when delivered or transferred in exchange.
R.S.1973, c.F-1, s.8
Agreements through clerks or other persons
11For the purposes of this Act, an agreement made with a mercantile agent through a clerk or other person shall be deemed to be an agreement with the agent if that clerk or other person is authorized in the ordinary course of business to make contracts of sale or pledge on the agent’s behalf.
R.S.1973, c.F-1, s.9
Consignments by person other than owner
12(1)When 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 that person is not the owner of goods, the consignee has, in respect of advances made to or for the use of that person, the same lien on the goods as if that person were the owner of the goods and may transfer the lien to another person.
12(2)Nothing in this section limits or affects the validity of any sale, pledge or disposition by a mercantile agent.
R.S.1973, c.F-1, s.10
Sale of goods by owner
13(1)When a person, having sold goods, continues or is in possession of the goods or of the document of title to the goods, the delivery or transfer by that person or by a mercantile agent acting for that person of the goods or document of title under a sale, pledge or other disposition of the goods, or under an agreement for the sale, pledge or other disposition of the goods, to a person receiving them in good faith and without notice of the previous sale, has the same effect as if the person making the delivery or transfer were expressly authorized by the owner of the goods to make the delivery or transfer.
13(2)Subsection (1) does not apply to a sale, pledge or other disposition of goods or documents of title to goods by a person who continues or is in possession of the goods under a sale of goods without a change of possession within the meaning of the Personal Property Security Act.
R.S.1973, c.F-1, s.11; 1993, c.36, s.4
Sale of goods by purchaser
14(1)When a person, having bought or agreed to buy goods, obtains possession of the goods or the document of title to the goods with the consent of the seller, the delivery or transfer by that person or by a mercantile agent acting for that person of the goods or document of title under a sale, pledge or other disposition of the goods, or under an agreement for the sale, pledge or other disposition of the goods, to a person receiving them in good faith and without notice of any lien or other right of the original seller in respect of the goods has the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or document of title with the consent of the owner.
14(2)Subsection (1) does not apply to a sale, pledge or other disposition of goods or documents of title to goods by a person who obtains possession of the goods under a security agreement entered into with the seller under which the seller has a security interest in the goods within the meaning of the Personal Property Security Act.
R.S.1973, c.F-1, s.12; 1993, c.36, s.4
Transfer of document of title
15When 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 has the same effect for defeating any vendor’s lien or right of stoppage in transit as the transfer of a bill of lading has for defeating the right of stoppage in transit.
R.S.1973, c.F-1, s.13
Method of transfer
16For the purposes of this Act, the transfer of a document may be by either of the following:
(a) endorsement; or
(b) delivery, if the document is by custom or by its express terms transferable by delivery or makes the goods deliverable to the bearer.
R.S.1973, c.F-1, s.14
Liability of agents
17Nothing in this Act authorizes an agent to exceed or depart from the agent’s authority as between the agent and the agent’s principal, or exempts the agent from any liability, civil or criminal, for so doing.
R.S.1973, c.F-1, s.15
Recovery of goods
18Nothing in this Act prevents the owner of goods from recovering the goods from an agent or assignee under an assignment for the benefit of creditors or in insolvency at any time before the sale or pledge of the goods or prevents the owner of goods pledged by an agent from having the right to redeem the goods at any time before the sale of the goods, on satisfying the claim for which the goods were pledged and paying to the agent, if required by the agent, any money in respect of which the agent would, by law, be entitled to retain the goods or the documents of title to the goods, 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 the person’s hands as the produce of the sale of the goods after deducting the amount of the person’s lien.
R.S.1973, c.F-1, s.16
Recovery of sales price
19Nothing in this Act prevents the owner of goods sold by an agent from recovering from the buyer the price agreed to be paid for the goods, or any part of that price, subject to any right of set-off on the part of the buyer against the agent.
R.S.1973, c.F-1, s.17
Amplification of powers of agent
20The provisions of this Act shall be construed in amplification and not in derogation of the powers exercisable by an agent independently of this Act.
R.S.1973, c.F-1, s.18
N.B. This Act was proclaimed and came into force September 1, 2011.
N.B. This Act is consolidated to September 1, 2011.