as enacted by SM 1987-88, c. 9 on July 17, 1987.
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R.S.M. 1987, c. F10
The Factors Act
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
In this Act,
"document of title" includes
(a) a bill of lading and a warehouse receipt as those expressions are defined in the Bank Act (Canada);
(b) any warrant or order for delivery of goods;
(c) a warehouse receipt as defined in The Warehouse Receipts Act; and
(d) any other document used in the ordinary course of business as proof of 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; ("marchandises")
"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 any further or continuing advance or of any pecuniary liability. ("gage")
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.
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, is, subject to this Act, as valid as if he were expressly authorized by the owner of the goods to make it, if the person taking under the disposition acts in good faith, and has not at the time thereof notice that the person making the disposition has not the authority to make it.
Where a mercantile agent has, with the consent of the owner, been in possession of goods or of documents of title to goods, any sale, pledge, or other disposition, that would have been valid if the consent had continued, is valid notwithstanding the termination of the consent, if the person taking under the disposition acts in good faith, and has not at the time thereof notice that the consent has been determined.
Where a mercantile agent has obtained possession of any documents 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 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.
For the purposes of this Act the consent of the owner shall be presumed in the absence of evidence to the contrary.
A pledge by a mercantile agent of the documents of title to goods shall be deemed to be a pledge of the goods.
Where a mercantile agent pledges goods as security for a debt due from, or liability incurred by, the pledgor to the pledgee before the time of the pledge, the pledgee acquires no further right to the goods than could have been enforced by the pledgor at the time of the pledge.
The consideration necessary for the validity of a sale, pledge, or other disposition, of goods by a mercantile agent, 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 or of other valuable consideration, the pledgee acquires no right or interest in the goods so pledged in excess of the value of the goods, document, security, or other valuable consideration, when so delivered or transferred in exchange.
Agreements through clerks, etc.
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.
Rights of consignee through advances.
Where the owner of the 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 the goods, the consignee, in respect of advances made in good faith to or for the use of that person, has the same lien on the goods as if that person were the owner of the goods, and may transfer any such lien to another person.
Nothing in this section limits or affects the validity of any sale, pledge or disposition by a mercantile agent.
Mode of transferring documents.
For the purposes of this Act the transfer of a document of title may be by endorsement, or where the document is, by custom or by express terms, transferable by delivery, or makes the goods deliverable to the bearer, then by delivery.
Nothing 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 for so doing.
Nothing in this Act prevents the owner of goods from recovering them from his agent 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 are pledged, and paying 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.
Nothing in this Act prevents the owner of goods sold by an agent from recovering from the buyer the price agreed to be paid for them, or any unpaid part of that price, subject to any right of setoff on the part of the buyer against the agent.
This Act shall be construed in amplification, and not in derogation, of the powers exercisable by an agent independently of this Act.
This Act is subject to The Warehouse Receipts Act.