Interpretation of terms.

after the 1st day of January, 1879 (whether the same be absolute, or subject, or not subject, to any trust), whereby the holder or grantee has power, either with or without notice, and either immediately, or at any future time, to seize or take possession of any personal chattels comprised in or made subject to such bill of sale.

4. In this Act the following words and expressions shall have the meanings in this section assigned to them respectively, unless there be something in the subject or context repugnant to such construction; (that is to say,)

The expression "bill of sale" shall include bills of sale,
assignments, transfers, declarations of trust without
transfer, inventories of goods with receipt thereto
attached, or receipts for purchase moneys of goods and
other assurances of personal chattels, and also powers of
attorney, authorities, or licences to take possession of
personal chattels as security for any debt, and also any
agreement, whether intended or not to be followed by
the execution of any other instrument, by which a right
in equity to any personal chattels, or to any charge or
security thereon, shall be conferred, but shall not include
the following documents; that is to say, assignments for
the benefit of the creditors of the person making or
giving the same, marriage settlements (a), transfers, or
assignments of any ship, or vessel, or any share thereof,
transfers of goods in the ordinary course of business of
any trade or calling, bills of sale of goods in foreign parts
or at sea, bills of lading, India warrants, warehouse-
keepers' certificates, warrants or orders for the delivery of
goods, or any other documents 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 docu-
ment to transfer or receive goods thereby represented :
The expression "personal chattels" shall mean goods,
furniture, and other articles capable of complete transfer
by delivery, and (when separately assigned or charged)
fixtures and growing crops, but shall not include chattel
interests in real estate, nor fixtures (except trade machinery
as hereinafter defined), when assigned together with a
freehold or leasehold interest in any land or building to
which they are affixed, nor growing crops when assigned
together with any interest in the land on which they
grow, nor shares or interests in the stock, funds, or
securities of any government, or in the capital or pro-

(a) I.e., ante-nuptial settlements: (Fowler v. Foster, 28 L. J. 210, Q. B.)

perty of incorporated or joint stock companies, nor choses
in action, nor any stock or produce upon any farm or
lands which by virtue of any covenant or agreement, or
of the custom of the country, ought not to be removed
from any farm where the same are at the time of making
or giving of such bill of sale :

Personal chattels shall be deemed to be in the "apparent
possession" of the person making or giving a bill of sale,
so long as they remain, or are in or upon, any house, mill,
warehouse, building, works, yard, land, or other premises
occupied by him, or are used and enjoyed by him in any
place whatsoever, notwithstanding that formal possession
thereof may have been taken by or given to any other
person:

"Prescribed" means prescribed by rules made under the provisions of this Act.

5. From and after the commencement of this Act, trade Trade machimachinery shall, for the purposes of this Act, be deemed to be nery." personal chattels, and any mode of disposition of trade machinery

by the owner thereof which would be a bill of sale as to any other personal chattels shall be deemed to be a bill of sale within the meaning of this Act.

For the purposes of this Act

"Trade machinery means the machinery used in or
attached to any factory or workshop.

1st. Exclusive of the fixed motive-powers, such as
the water-wheels and steam-engines, and the
steam-boilers, donkey engines, and other fixed
appurtenances of the said motive-powers; and,
2nd. Exclusive of the fixed power machinery, such as
the shafts, wheels, drums, and their fixed
appurtenances, which transmit the action of
the motive-powers to the other machinery, fixed
and loose; and,

3rd. Exclusive of the pipes for steam, gas, and water
in the factory or workshop.

The machinery or effects excluded by this
section from the definition of trade
machinery shall not be deemed to be
personal chattels within the meaning of
this Act.

"Factory or workshop" means any premises on which any "Factory or
manual labour is exercised by way of trade, or for workshop."
purposes of gain, in or incidental to the following pur-

poses, or any of them; that is to say,

(a) In or incidental to the making any article or part
of an article; or,

Certain instruments giving

powers of dis

ject to this Act.

(b) In or incidental to the altering, repairing, ornamenting, or finishing of any article; or,

(c) In or incidental to the adapting for sale any

article.

6. Every attornment, instrument, or agreement, not being a mining lease, whereby a power of distress is given or agreed to tress to be sub- be given by any person to any other person by way of security for any present, future, or contingent debt or advance, and whereby any rent is reserved or made payable as a mode of providing for the payment of interest on such debt, or advance, or otherwise for the purpose of such security only, shall be deemed to be a bill of sale within the meaning of this Act, of any personal chattels which may be seized or taken under such power of distress.

Proviso.

Fixtures and

Provided, that nothing in this section shall extend to any mortgage of any estate or interest in any land, tenement, or hereditament, which the mortgagee, being in possession, shall have demised to the mortgagor as his tenant at a fair and reasonable rent.

7. No fixtures or growing crops shall be deemed, under this growing crops. Act, to be separately assigned or charged by reason only that they are assigned by separate words, or that power is given to sever them from the land or building to which they are affixed or from the land on which they grow, without otherwise taking possession of or dealing with such land or building, or land, if by the same instrument any freehold or leasehold interest in the land or building to which such fixtures are affixed, or in the land on which such crops grow, is also conveyed or assigned to the same persons or person.

When subse

quent bill of sale void.

The same rule of construction shall be applied to all deeds or instruments, including fixtures or growing crops, executed before the commencement of this Act, and then subsisting and in force, in all questions arising under any bankruptcy, liquidation, assignment for the benefit of creditors, or execution of any process of any court, which shall take place or be issued after the commencement of this Act.

9. Where a subsequent bill of sale is executed within or on the expiration of seven days after the execution of a prior unregistered bill of sale, and comprises all or any part of the personal chattels comprised in such prior bill of sale, then if such subsequent bill of sale is given as a security for the same debt as is secured by the prior bill of sale, or for any part of such debt, it shall, to the extent to which it is a security for the same debt or part thereof, and so far as respects the personal chattels or parts thereof comprised in the prior bill, be absolutely void, unless it is proved to the satisfaction of the court having cognisance of the case that the subsequent bill of sale was

bona fide given for the purpose of correcting some material error in the prior bill of sale, and not for the purpose of evading this Act.

10. A bill of sale shall be attested and registered under this Attestation and Act in the following manner: registration.

[(1.) Repealed.]
(2.) Such bill, with every schedule or inventory thereto
annexed or therein referred to, and also a true copy of
such bill and of every such schedule or inventory, and
of every attestation of the execution of such bill of
sale, together with an affidavit of the time of such bill
of sale being made or given, and of its due execution
and attestation, and a description of the residence (a)
and occupation of the person making or giving the
same (or in case the same is made or given by any
person under or in the execution of any process, then a
description of the residence and occupation of the
person against whom such process issued), and of
every attesting witness to such bill of sale, shall be
presented to and the said copy and affidavit shall be
filed with the registrar within seven clear days after
the making or giving of such bill of sale, in like
manner as a warrant of attorney in any personal action
given by a trader is now by law required to be filed:
(3.) If the bill of sale is made or given subject to any
defeasance or condition, or declaration of trust not
contained in the body thereof, such defeasance, con-
dition, or declaration shall be deemed to be part of
the bill, and shall be written on the same paper or
parchment therewith before the registration, and shall
be truly set forth in the copy filed under this Act there-
with and as part thereof, otherwise the registration shall
be void.

In case two or more bills of sale are given, comprising in whole or in part any of the same chattels, they shall have

(a) A misdescription renders the transaction invalid: (Allen v. Thompson, 25 L. J. 249, Ex.) But a patent error is not fatal, e.g., where Blackfriars was described as in Middlesex instead of in London: (Hewer v. Cox, 30 L. J. 73, Q. B.) Where the grantor was described as "until lately a commercial town traveller or agent," it was held not to be sufficient: (Castle v. Downton, 41 L. T. 528.) Where the attesting witness is a person having no occupation, and in his affidavit of execution he has omitted so to state in describing himself, the court will not declare the bill of sale to be void upon the ground that it has not been properly registered: (Ex parte Young; Re Symonds, 42 L. T. 744.) It is a sufficient description of the occupation of the grantor to set out his substantial occupation only: (Ex parte National Mercantile Bank; Re Haynes, 43 L. T. 36.)

Renewal of registration.

Form of register.

The registrar.

priority in the order of the date of their registration respectively as regards such chattels,

A transfer or assignment of a registered bill of sale need not be registered.

11. The registration of a bill of sale, whether executed before or after the commencement of this Act, must be renewed once at least every five years, and if a period of five years elapses from the registration or renewed registration of a bill of sale without a renewal or further renewal (as the case may be), the registration shall become void.

The renewal of a registration shall be effected by filing with the registrar an affidavit stating the date of the bill of sale and of the last registration thereof, and the names, residences, and occupations of the parties thereto as stated therein, and that the bill of sale is still a subsisting security.

Every such affidavit may be in the form set forth in the Schedule (A.) to this Act annexed.

A renewal of registration shall not become necessary by reason only of a transfer or assignment of a bill of sale.

12. The registrar shall keep a book (in this Act called "the register") for the purposes of this Act, and shall, upon the filing of any bill of sale or copy under this Act, enter therein in the form set forth in the second schedule (B.) to this Act annexed, or in any other prescribed form, the name, residence, and occupation of the person by whom the bill was made or given (or in case the same was made or given by any person under or in the execution of process, then the name, residence, and occupation of the person against whom such process was issued, and also the name of the person or persons to whom or in whose favour the bill was given), and the other particulars shown in the said schedule or to be prescribed under this Act, and shall number all such bills registered in each year consecutively, according to the respective dates of their registration.

Upon the registration of any affidavit of renewal the like entry shall be made, with the addition of the date and number of the last previous entry relating to the same bill, and the bill of sale or copy originally filed shall be thereupon marked with the number affixed to such affidavit of renewal.

The registrar shall also keep an index of the names of the grantors of registered bills of sale with reference to entries in the register of the bills of sale given by each such grantor.

Such index shall be arranged in divisions corresponding with the letters of the alphabet, so that all grantors whose surnames begin with the same letter (and no others) shall be comprised in one division, but the arrangement within each such division need not be strictly alphabetical.

13. The masters of the Supreme Court of Judicature attached