Acts and Regulations

F-1 - Factors and Agents Act

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Repealed on 1 September 2011
CHAPTER F-1
Factors and Agents Act
Repealed: R.S.N.B. 2011, Schedule A
Definitions
1(1)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 thereby represented;(titre représentatif des marchandises)
“goods” includes wares and merchandise;(marchandise)
“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, 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)
1(2)For the purposes of this Act a person shall be deemed to be in possession of goods, or of the document of title to goods, where the goods or document are in his actual custody, or are held by another person subject to his control or for him or in his behalf.
R.S., c.79, s.1
Sale of goods by mercantile agents
2Where a mercantile agent is, with the consent of the owner, in possession of the goods or of the document of title to goods, a 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 the provisions of this Act, be as valid as if he were expressly authorized by the owner of the goods to make the same if 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.
R.S., c.79, s.2
Sale of goods by mercantile agents without consent of owner
3Where a mercantile agent has, with the consent of the owner, been in possession of goods or of the document of title to goods, a sale, pledge or other disposition that would have been valid if the consent had continued, shall be valid notwithstanding the determination of the consent if the person taking under the disposition has not at the time thereof notice that the consent has been determined.
R.S., c.79, s.3
Presumptions regarding possession
4Where a mercantile agent has obtained possession of a document of title to 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 document of title to the goods, his possession of the first-mentioned document shall, for the purposes of this Act, be deemed to be with the consent of the owner.
R.S., c.79, s.4
Presumptions regarding consent of owner
5For the purposes of this Act the consent of the owner shall be presumed in the absence of evidence to the contrary.
R.S., c.79, s.5
Sections 1 to 5 not applicable to consignments within the scope of the Personal Property Security Act
5.1Sections 1 to 5 do not apply to a consignment to which the Personal Property Security Act applies.
1993, c.36, s.4
Pledge of title documents
6A pledge of the document of title to goods shall be deemed to be a pledge of the goods.
R.S., c.79, s.6
Pledge of goods
7Where 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.79, s.7
Rights of pledgee
8The 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, or the delivery or transfer of other goods, or 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, or of a document of title to goods, or of a negotiable security, the pledgee acquires 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.79, s.8
Acts of agents of mercantile agent
9For 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 in his behalf, shall be deemed to be an agreement with the agent.
R.S., c.79, s.9
Consignments by person other than owner
10(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 goods, the consignee has, in respect of advances made to or for the use of such person, 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.
10(2)Nothing in this section limits or affects the validity of any sale, pledge or disposition by a mercantile agent.
R.S., c.79, s.10
Sale of goods by owner
11(1)Where 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 him, of the goods or document of title under any sale, pledge or other disposition thereof, or under an agreement for sale, pledge or other disposition thereof, to a person receiving the same 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 same.
11(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 pursuant to a sale of goods without a change of possession within the meaning of the Personal Property Security Act.
R.S., c.79, s.11; 1993, c.36, s.4
Sale of goods by purchaser
12(1)Where a person, having bought or agreed to buy goods obtains, with the consent of the seller, possession of the goods or the document of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or document of title under any sale, pledge or other disposition thereof, or under an agreement for sale, pledge or other disposition thereof, to a person receiving the same 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.
12(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 pursuant to 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., c.79, s.12; 1993, c.36, s.4
Repealed
12.1Repealed: 1993, c.36, s.4
1981, c.24, s.1; 1993, c.36, s.4
Transfer of title documents
13Where 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 transitu as the transfer of a bill of lading has for defeating the right of stoppage in transitu.
R.S., c.79, s.13
Method of transfer of title documents
14For 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.79, s.14
Liability of agents
15Nothing in this Act authorizes an agent to exceed or depart from his authority as between himself and his principal, or exempts him from any liability, civil, or criminal, for so doing.
R.S., c.79, s.15
Recovery of goods
16Nothing in this Act prevents the owner of goods from recovering the goods from an agent or his assignee under an assignment for the benefit of creditors or in insolvency at any time before the sale or pledge thereof or prevents 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 of 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.
R.S., c.79, s.16
Recovery of sales price
17Nothing 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 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.79, s.17
Application of Act
18The 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., c.79, s.18
N.B. This Act is consolidated to September 1, 2011.