innocent holder for value just in the same way as he can recover the goods themselves

Gurney v. Behrend, 3 El. & Bl., 622. Mangles v. Dixon, 3 H. L., Ca. 702

The Factors' Acts

It was established by a long series of cases that a factor could not pledge the goods of his principal by indorsing and delivering the bill of lading, although he might sell them, and confirmed by

Martini v. Coles, 1 M. & S., 140. Shipley v. Kymer, 1 M. & S., 484. Newsom v. Thornton, 6 East., 17

But this doctrine was altered by Statute 4, Geo., 4 (1824), c. 83, amended Statute 6 Geo., 4 (1826), c. 94, commonly called the Factors' Act

1

By this latter Act it was enacted, § 1

"Any person or persons intrusted for the purpose of consignment or of sale with any goods, wares, or merchandise, and who shall have shipped such goods, wares, or merchandise, in his, her, or their name or names, and any person or persons in whose name or names any goods, wares, or merchandise shall be shipped by any other person or persons, shall be deemed and taken to be the true owner or owners thereof, so far as to entitle the consignee or consignees of such goods, wares, and merchandise to a lien thereon, in respect of any money or negotiable security or securities advanced or given by such consignee or consignees to or for the use of the person or persons in whose name or names such goods, wares, or merchandise shall be shipped, or in respect of any money or negotiable security or securities received by him, her, or them to the use of such consignee or consignees in the like manner to all intents and purposes as if such person or persons was or were the true owner or owners of such goods, wares, and merchandise.

"Provided such consignee or consignees shall not have notice by the Bill of Lading for the delivery of such goods, wares, and merchandise, or otherwise, at or before the time of any advance of such money or negotiable security, of such receipt of money or negotiable security in respect of which such lien is claimed, that such person or persons so shipping in his, her, or their own name

or names, or in whose name or names any goods, wares or merchandise shall be shipped by any person or persons, is or are not the actual and bona fide owner or owners, proprietor or proprietors, of such goods, wares, and merchandise so shipped as aforesaid "

By S. 2.-" Any person or persons intrusted with and in possession of any Bill of Lading, India Warrant, Dock Warrant, Warehouse keeper's certificate, Wharfinger's certificate, Warrant or Order for delivery of goods, shall be deemed and taken to be the true owner or owners of the goods, wares, and merchandise described and mentioned in the said several documents hereinbefore stated respectively, or of them, so far as to give validity to any contract or agreement thereafter to be made or entered into by such person or persons so intrusted and in possession as aforesaid, with any person or persons, body or bodies politic or corporate, for the sale or disposition of the said goods, wares, and merchandise, or any part thereof, or for the deposit and pledge thereof, or any part thereof, as a security for any money or negotiable instrument or instruments advanced or given by such person or persons, body or bodies politic and corporate, upon the faith of such several documents or either of them

"Provided such person or persons, body or bodies politic or corporate, shall not have notice by such documents or either of them or otherwise, that such person or persons so intrusted as aforesaid is or are not the actual and bona fide owner or owners, proprietor or proprietors, of such goods, wares, or merchandise, so sold or deposited, or pledged as aforesaid "

As to the meaning of " a person intrusted with" the documents mentioned, see

Close v. Holmes, 2 Moo. & Rob., 22. Philips v. Huth, 6 M. & W., 572. Hatfield v. Phillips, 9 M. & W., 647; 14 M. & W., 665. Bonzi v. Stewart, 5 Scott., N. R., 1; 4 M. & G., 295

In consequence of these decisions, the Statute 5 & 6 Vict. (1842), c. 39, was passed, which enacted, s. 1-" Any agent who shall hereafter be intrusted with the possession of goods, or of the documents of title to goods, shall be deemed and taken to be the owner of such goods and documents so far as to give validity to any contract or agreement by way of pledge, lien, or security bonâ fide made by any person with such agent so intrusted as aforesaid, as well for any original loan, advance, or payment, made upon the

security of such goods or documents, or also for any further or continuing advance in respect thereof, and such contract or agreement shall be binding upon and good against the owner of such goods, and all other persons interested therein, notwithstanding the person claiming such pledge or lien may have had notice that the person with whom such contract or agreement is made is only an agent"

S. 2 enacts-"Where any such contract or agreement for pledge, lien, or security shall be made in consideration of the delivery or transfer to such agent of any other goods or merchandise or documents of title, or negotiable security, upon which the person so delivering up the same had at the time a valid and available lien and security for or in respect of a previous advance by virtue of some contract or agreement made with such agent, such contract and agreement, if bonâ fide on the part of the person with whom the same may be made, shall be deemed to be a contract made in consideration of an advance within the true intent and meaning of the Act, and shall be as valid and effectual, to all intents and purposes, and to the same extent, as if the consideration for the same had been a bona fide present of money

"Provided that the lien acquired under such last-mentioned contract or agreement upon the goods or documents deposited in exchange shall not exceed the value at the time of the goods and merchandise which, or the document of title to which, or the negotiable security which shall be delivered up and exchanged"

S. 3.-This Act and every matter and thing herein contained, shall be deemed and construed to give validity to such contracts and agreements only, and to protect only such loans, advances, and exchanges, as shall be made bona fide, and without notice that the agent making such contracts or agreements as aforesaid, has not authority to make the same, or is acting mala fide in respect thereof against the owner of such goods and merchandise

"Nothing herein contained shall be construed to extend or protect any lien or pledge for or in respect of any antecedent debt, owing from any agent to any person with or to whom such lien or pledge shall be given, nor to authorise any agent intrusted as aforesaid in deviating from any express orders or authority received from the owner: but that for the purpose and to the intent of protecting all such bona fide loans, advances, and exchanges as

VOL. II.

HH

aforesaid (though made with notice of such agent not being the owner, but without any notice of the agent's acting without authority), and to no further or other interest or purpose such contract or agreement as aforesaid shall be binding on the owner and all other persons interested in such goods"

S. 4.-" Any Bill of Lading, India Warrant, Dock Warrant, Warehouse keeper's Certificate, Warrant, or Order for delivery of goods, or any other document used in the ordinary course of business as proof of the possession or control of goods, or authorising, or purporting to authorise, either by indorsement or by delivery, the possessor of such document to transfer or receive. goods thereby represented, shall be deemed and taken to be a Document of Title within the meaning of this Act: and any agent intrusted as aforesaid and possessed of any such document or title whether derived immediately from the owner of such goods, or obtained by reason of such agent's having been intrusted with the possession of the goods, or of any other documents of title thereto, shall be deemed and taken to have been intrusted with the possession of the goods represented by such document of title as aforesaid, and all contracts pledging or giving a lien upon such documents of title as aforesaid, shall be deemed and taken to be respectively pledges of and liens upon the goods to which the same relates and such agent shall be deemed to be possessed of such goods or documents, whether the same shall be in his actual custody, or shall be held by any other person subject to his control or for him, or on his behalf

"Whether any loan or advance shall be bona fide made to any agent intrusted with and in possession of any such goods or documents of title as aforesaid, on the faith of any contract or agreement in writing to assign, deposit, transfer, or deliver such goods or documents of title as aforesaid, and such goods or documents of title shall actually be received by the person making such loan or advance, without notice that such agent was not authorised to make such pledge or security, every such loan or advance shall be deemed and taken to be a loan or advance on the security of such goods and documents of title within the meaning of this Act, though such goods or documents of title shall not actually be received by the person making such loan or advance till the period subsequent thereto

"Any contract or agreement whether made direct with such agent as aforesaid, or with any clerk or other person on his behalf, shall be deemed a contract or agreement with such agent: and any payment made, whether by money or bills of exchange, or other negotiable security, shall be deemed and taken to be an advance within the meaning of this Act: and an agent in possession as aforesaid of such goods or documents, shall be taken for the purposes of this Act to have been intrusted therewith by the owner thereof, unless the contrary can be shewn in evidence

By 6 Geo. 4 (1825), c. 94, s. 3, it is enacted-"In case any person or persons, body or bodies politic or corporate, shall accept and take any such goods, wares, or merchandise, in deposit or pledge from any such person or persons so in possession and in trust as aforesaid, without notice as aforesaid, as a security for any debt or demand due and owing from such person or persons so intrusted and in possession as aforesaid, to such person or persons, body or bodies politic and corporate, before the time of such deposit or pledge, then and in that case such person or persons, body or bodies politic or corporate, so accepting or taking such goods, wares, or merchandise in deposit or pledge, shall acquire no further or other right, title or interest in or upon, or to the said goods, wares, or merchandise, or any such document as aforesaid, than was possessed, or could or might have been enforced by the said person or persons so possessed and intrusted as aforesaid, at the time of such deposit or pledge as a security as last aforesaid: but such person or persons, body or bodies politic or corporate, so accepting or taking such goods, wares, or merchandise in deposit or pledge, shall and may acquire, possess and enforce, such right, title or interest as was possessed and might have been enforced by such person or persons so possessed and intrusted as aforesaid "

As to what constitutes antecedent debt, see

Jewan v. Whitworth, L. R., 2 Eq., 692. Macnee v. Gorst, L. R., 4 Eq., 315

S. 4. "It shall be lawful to and for any person or persons body or bodies politic and corporate, to contract with any agent or agents intrusted with any goods, wares, or merchandise, or to whom the same may be consigned, for the purchase of any such goods, wares, or merchandise, and to receive the same and pay for