paid for it." The plaintiffs proved the consideration paid for it, and had a verdict.

In Raphael v. The Bank of England, 17 C. B. 161, St. Paul and Co., money-changers at Paris, gave cash for a £500 bank-note, according to the course of exchange of the day, to a person who showed his passport, and wrote his name and address on the note. The note had been stolen about a year and a half before, and payment had been stopped and the loss advertised by means of handbills circulated amongst other places at Paris; and there was some evidence to show that one of the notices had come to the hands of St. Paul and Co. at Paris. It appeared that it was the practice of their house to file all notices of stolen or lost notes served upon them, and to look to them if the amount was important; but that on this occasion the partner who changed the note did not look at the file, and had no recollection of the notice, or he would not have taken the note. It was held by the Court of Common Pleas, that the property in the note passed to St. Paul and Co. "It seems to me," said Cresswell, J., "that the omission of St. Paul, who is substantially the plaintiff here, to avail himself of the means of knowledge of the alleged felony that were at his disposal, was not the point on which the decision of the case could properly be rested. A person who takes a negotiable instrument bona fide for value, has undoubtedly a good title, and is not

affected by the want of title of the party from whom he takes it. His having the means of knowing that the security has been lost or stolen, and neglecting to avail himself thereof, may amount to negligence and Lord Tenterden at one time thought negligence was an answer to the action. But the doctrine of Gill v. Cubitt (3 B. & C. 466, 5 D. & R. 324) is not now approved of." See also The Bank of Bengal v. Macleod, 7 Moore, P. C. C. 35; The Bank of Bengal v. Fagan, 7 Moore, P. C. C. 72; Crook v. Jadis, 5 B. & Ad. 909 ; Backhouse v. Harrison, 5 B. & Ad. 1098; Foster v. Pearson, 5 Tyrw. 262; Uther v. Rich, 10 Ad. & Ell. 784.

A holder in due course is a holder who has taken a bill complete and regular on the face of it, under the following conditions; namely, (45 & 46 Vict. c. 61):-(a) That he became holder of it before it was over due, and without notice that it had been previously dishonoured, if such was the fact. (b) That he took the bill in good faith and for value, and that at the time the bill was negotiated to him. he had no notice of any defect in the title of the person who negotiated it. Sect. 29. Sub-s. 1.

In particular the title of a person who negotiates a bill is defective within the meaning of this act when he obtained the bill, or the acceptance thereof, by fraud, duress, or force and fear, or other unlawful means, or for an illegal consideration, or when he negotiates it in breach of faith, or under such

considered negotiable, see 1 Smith's Leading Cases, 528, 8th ed.

4. Sale of the goods of others under Power expressly conferred or implied by Law. The owner of chattels may be bound by the sale of a person authorized by the law to effect it, as in the case of a sheriff selling goods under a writ of execution, in which case it seems a bona fide purchaser will be protected, though the writ be afterwards set aside (Manning's Case, 8 Co. 94 b; Doe v. Thorn, 1 Mau. & Selw. 425; Doe v. Murlass, 6 Mau. & Selw. 110; Farrant v. Thompson, 5 B. & Ald. 826), but it seems in the apparently analogous case of a purchase under a distress warrant a bona fide purchaser will not be protected, if the warrant be on the face of it bad. See Lock v. Sellwood, 1 Q. B. 736, where Lord Denman thought that the analogy did not hold, but he did not, in fact, decide the point, because the Court was of opinion in that case that the purchase had not been made bonâ fide.

Another instance may be mentioned in which a person not the owner may transfer property in goods is where the master of a vessel has, in cases of necessity, a power not only to hypothecate, but even to sell the cargo, in cases of absolute necessity, as, for instance, where there is a total inability to carry the cargo to its destination, but if there were no such necessity, the property would not pass. See The Gratitudine, ante, p. 34, and note.

The owner of chattels will, according to common law, be bound by their sale, if he has placed them in the hands of persons whose business it is to sell them, in such a manner as to raise with respect to third persons an implied power to sell. See Pickering v. Busk, 15 East, 38: there a purchaser of hemp lying at wharfs in London had, at the time of his purchase, the hemp transferred in the wharfinger's books partly into the name of the broker who effected the purchase for him, and partly into the names of himself "or," the broker. It was held by the Court of Queen's Bench that the broker had an implied power to sell the hemp, and that his sale and receipt of the money bound his principal. his principal. "Strangers," said Lord Ellenborough, C. J., "can. only look to the acts of the parties, and to the external indicia of property, and not to the private communications which may pass between a principal and his broker and if a person authorise another to assume the apparent right of disposing of property in the ordinary course of trade, it must be presumed that the apparent authority is the real authority. I cannot subscribe to the doctrine, that a broker's engagements are necessarily and in all cases limited to his actual authority, the reality of which is afterwards to be tried by the fact. It is clear that he may bind his principal within the limits of the authority with which he has been apparently clothed by the principal in respect of the subject

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matter; and there would be no safety in mercantile transactions if he could not. If the principal send his commodity to a place where it is the ordinary business of the person to whom it is confided to sell, it must be intended that the commodity was sent thither for the purpose of sale. If the owner of a horse send it to a repository for sale, can it be implied that he sent it thither for any other purpose than that of sale? Or, if one send goods to an auction-room, can it be supposed that he sent them thither merely for safe custody? Where the commodity is sent in such a way and in such a place, as to exhibit an apparent purpose of sale, the principal will be bound and the purchaser safe." See also Wilkinson v. King, 2 Campb. 335.

Where the owner of goods stands by and voluntarily allows another to treat them as his own, whereby a third person is induced to buy them bona fide, he cannot recover them from the vendee. Gregg v. Wells, 10 Ad. & Ell. 90; Waller v. Drakeford, 22 L. J. 274 (Q. B.). Before the passing of the Factors' Acts, if a principal allowed an agent to deal with his goods (such dealing being within the general scope of the agent's authority), and he dealt with one who knew the general authority of the agent, but did not know that it was limited or withdrawn, the principal was bound by the acts of his agent. Per Lord Coleridge, C. J., in Cole v. North Western Bank, 9 L. R. C. B. 488.

By the Factors' Act (6 Geo. IV. c. 94), passed in consequence of the first Factors' Act (4 Geo. IV. c. 83), being found insufficient, "persons entrusted 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 owners of the goods, so far as to give validity to sales" or disposition of the said goods, or for the deposit or pledge thereof without notice that such persons are not the actual bonâ fide owners. Sect. 2. And it is also enacted that a contract and payment shall be binding and good against the owners of goods, notwithstanding such persons shall have notice that the person or persons making and entering into such contract is an agent or agents, provided such contract and payment is made in the usual and ordinary course of business, and that such person or persons shall not, when such contract is entered into or payment made, have notice that such agent or agents is or are not authorized to sell the said goods or to receive the said purchase-money." Sect. 4.

By the Factors' Act, 1842 (5 & 6 Vict. c. 39)," any agent entrusted 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 by way of pledge or lien or security bona fide made

by any person with such agent intrusted as aforesaid, for any original as also for any further advance, notwithstanding the person claiming such pledge or lien may have had notice that the person with whom such contract of agreement is made is only an agent. Sect. 1. Bona fide deposits in exchange are also protected. Sect. 2. But the statute is to be construed to protect only transactions bona fide, without notice that the agent pledging is acting without authority or malâ fide against the owner. Sect 3. It is also enacted that any agent entrusted as aforesaid, and possessed of any such documents of title, whether derived immediately from the owner of such goods, or obtained by reason of such agent's having been entrusted with the possession of the goods, or of any other document of title, shall be deemed and taken to be intrusted with the possession of the goods...." 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 shown in evidence." Sect. 4.

The Factors' Amendment Act, 1877 (40 & 41 Vict. c. 39), in effect reverses certain decisions on the former Acts which were considered to have occasioned inconvenience or hardship.

It was intended by the 2nd section of 5 & 6 Vict. c. 39, as, moreover, appears clear from the recital in the Act, to enact that

what had ever since the case of Paterson v. Tash, 2 Str. 1178, been the law should be no longer so; and that an agent having power to sell should be also enabled to pledge. Cole v. North Western Bank, 10 L. R. C. P. 370.

But there is no indication of any intention to give a power to pledge where there is not power to sell, nor to extend the power to sell beyond that which by the common law and 6 Geo. IV. c. 94, s. 4, was given. Ib.

The protection of exchanges of securities bona fide made, conferred by the 2nd section of 5 & 6 Vict. c. 39, was intended to alter the law as laid down in Taylor v. Kymer, 3 B. & Ad. 320; and Bonzi v. Stewart, 4 M. & G. 295.

The 4th section of 5 & 6 Vict. c. 39, was intended to alter the law as laid down in Phillips v. Huth, 6 M. & W. 572, and Hatfield v. Phillips, 9 M. & W. 647 ; 12 C. & F. 343.

Much litigation has arisen upon the construction of the words "agent intrusted with and in possession." The expressions are not quite the same in different sections of the Acts, but it seems to be settled that the word "person" in 6 Geo. IV. c. 94, s. 2, must be read as "agent" (Johnson v. Credit Lyonnais Co., 3 C. P. D. 45, 46), and that the whole of the words, in order to avoid a verbal construction which would lead to absurdities, must be read with some limitation, such as "agent intrusted as such, and ordinarily