appropriation, reserve the right of disposal of the goods until certain conditions are fulfilled. In such case, notwithstanding the delivery of the goods to the buyer, or to a carrier or other bailee or custodier for the purpose of transmission to the buyer, the property in the goods does not pass to the buyer until the conditions imposed by the seller are fulfilled. (2.) Where goods are shipped, and by the bill of lading the goods are deliverable to the order of the seller or his agent, the seller is primâ facie deemed to reserve the right of disposal. (3.) Where the seller of goods draws on the buyer for the price, and transmits the bill of exchange and bill of lading to the buyer together to secure acceptance or payment of the bill of exchange, the buyer is bound to return the bill of lading if he does not honour the bill of exchange, and if he wrongfully retains the bill of lading the property in the goods does not pass to him. sale. The provisions above stated apply to sales of goods Formation of any value. But the rules for the formation of a valid of contract of contract of sale (without which there cannot of course be any transfer of ownership) depends upon the value of the goods. Contracts for the sale of goods under the value of 10l. are governed by the common law rules for the formation of contract (1), and may be made by the mere consent of the parties however expressed, whether in writing, by word of mouth, or by their conduct (m). But in order to establish a binding contract for the sale Requisites for of goods of the value of 10l. or upwards, the require- the sale of goods of the ments of the 4th section of the Sale of Goods Act, value of 107. or upwards. 1893 (n), must be satisfied. This section re-enacts, with slight alterations, the provisions (0) of the 17th section of the Statute of Frauds (p), as amended by Lord Tenterden's Act (g), and runs as follows: Sect. 4.-(1.) A contract for the sale of any goods (r) of the Contract of value of ten pounds or upwards shall not be enforceable by sale for 107. and upwards. (7) See post, Part II. ch. II. (m) Stat. 56 & 57 Vict. c. 71, 8. 3. (n) Stat. 56 & 57 Vict. c. 71. (0) Repealed by sect. 60 of the Act of 1893. (p) Stat. 29 Car. II. c. 3. In the revised edition of the Statutes (q) Stat. 9 Geo. IV. c. 14, s. 7. What is an acceptance ceipt within the statute. action unless the buyer shall accept part of the goods so sold, and actually receive the same, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract be made and signed by the party to be charged or his agent in that behalf. (2.) The provisions of this section apply to every such contract, notwithstanding that the goods may be intended to be delivered at some future time, or may not at the time of such contract be actually made, procured, or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery. (3.) There is an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognises a pre-existing contract of sale whether there be an acceptance in performance of the contract or not. (4.) The provisions of this section do not apply to Scotland. The 17th section of the Statute of Frauds has been interpreted by a vast number of cases decided on almost every one of the phrases it contains (s); and these cases of course remain authorities upon the construction of the 4th section of the Sale of Goods Act, so far as its provisions repeat the previous enactments. The chief difficulty has been to determine the exact meaning of the acceptance of part of the goods and actual receipt of the same, required on the part of the buyer, and to ascertain in each particular case whether such acceptance and actual receipt have taken place or not. The acceptance required, as to which an authoritative rule is now supplied by the 3rd sub-section of the present enactment, is not necessarily such as shall preclude the purchaser from afterwards objecting to the quality of the goods (t), and it may be prior to the receipt (u). Actual receipt seems, according to the great preponderance of authority, to mean receipt of the pos (s) See Benjamin on Sales, Bk. I. Pt. II. 72 et seq. 2nd ed.; 93 et seq. 4th ed. (t) Morton v. Tibbett, 15 Q. B. 428; Bushell v. Wheeler, 15 Q. B. 442; Currie v. Anderson, 2 E. & E. 592, 600; Page v. Morgan, 15 Q. B. D. 228. See, however, Hunt v. Hecht, 8 Exch. 814; Nicholson v. Bower, 1 E. & E. 72; Smith v. Hudson, 6 B. & S. 431. (u) Cusack v. Robinson, 1 B. & S. 299. session of the goods, and to be merely correlative to delivery of possession on the part of the vendor (x). There must, therefore, be an actual transfer of the article sold, or some part thereof, by the seller, and an actual taking possession of it by the buyer (y). The possession of a simple bailee is, however, as we have seen (2) constructively the possession of the bailor. If therefore the vendor should change his character and become the bailee of the purchaser, there may be a sufficient actual receipt in law on the part of the purchaser, although the goods still remain in the possession of the vendor (a). So if any part of the goods be delivered to an agent of the buyer, or to a carrier, whether named by him or not, this is a sufficient receipt (b) by the buyer himself (c); and if the goods should be in the possession of a warehouseman or wharfinger at the time of sale, the receipt by the purchaser of a delivery order, provided it were coupled with the assent of the bailee, would be a sufficient receipt of the goods within the statute (d). The wharfinger holds the goods as the agent of the vendor, until he has agreed with the purchaser to hold for him. Then, and not till then, the wharfinger is the agent or bailee of the purchaser, and the possession of such wharfinger is that of the purchaser; and then only is there a constructive delivery to him (e). The requisitions of the statute, it will be observed, The requisiare in the alternative. Either the buyer must accept statute are in (x) Benjamin on Sales, 140, 2nd ed.; 169, 4th ed. (y) Baldey v. Parker, 2 B. & C. 37, 41. (z) Ante, pp. 54, 65. (a) Castle v. Sworder, 6 H. & N. 828; Benjamin on Sales, 132, 2nd ed.; 161, 4th ed. (b) But not acceptance; Benjamin on Sales, 124, 135, 2nd ed.; 153, 164, 4th ed. (c) Dawes v. Peck, 8 T. R. 330; tions of the the alternaHart v. Bush, 1 E., B. & E. 494, tive. 498; Benjamin on Sales, 135, 2nd ed.; 164, 4th ed.; stat. 56 & 57 Vict. c. 71, s. 32, sub-s. 1. (d) Bentall v. Burn, 3 B. & C. 423; Pearson v. Dawson, 1 E., B. & E. 448. See ante, p. 67. (e) Farina v. Home, 16 M. & W. 119, 123; Benjamin on Sales, 132, 2nd ed.; 161, 4th ed.; stat. 56 & 57 Vict. c. 71, s. 29, sub-s. 3. part of the goods sold, and actually receive the same, or he must give something in earnest or in part of payment, or some note or memorandum in writing must be signed. In the absence of the two former alternatives, therefore, sales of goods of the value of 10l. or more must be established by the evidence of a note or Memorandum memorandum in writing duly signed (ƒ). It is generally in writing. necessary, in order to satisfy the statute, that the terms of the contract should so appear from the writing as to enable the Court to understand what they were. But where there is no actual agreement as to price, the price need not appear in writing; for the law implies a promise by the buyer to pay a reasonable price (g). If, however, a price be orally agreed on, it must be shown in writing in order to satisfy the statute (h). The only signature required by the statute is that of the party to be charged or his agent, the contract thus being enforceable at the option of the party who has not signed (i). But it is settled that the memorandum must show, by name or description, who is the party in whose favour the other is to be charged, or the contract cannot be enforced (k). An auctioneer is the agent for both parties at a public sale for the purpose of signing (1). Brokers, also, as a general rule, are agents for both parties, and their signature to the memorandum or note of the agreement is binding on both principals, if the memorandum be otherwise sufficient under the statute (m). So that an entry of a sale in a broker's book, signed by him, may be sufficient evidence of the contract (n), and so may a 'broker's bought and sold notes, or either of them, provided there be no variance between them (o). But one of the contracting parties to a sale cannot be the agent for the other for the purpose of signing a memorandum of the bargain (p). When a contract for the sale of goods is made valid solely by a memorandum in writing under the Sale of Goods Act, the memorandum must be attested and registered in accordance with the Bills of Sale Act, 1878 (q), in order to give it complete validity with regard to goods remaining in the seller's apparent possession, as against his creditors and subsequent assignees (r): but this is not necessary in the case of transfers of goods in the ordinary course of business of any trade or calling (s). And contracts for the sale of goods, which are complete and valid without the aid of writing, are not affected by the provisions of the Bills of Sale Act (t). with condi It appears that contracts made for the sale of goods Effect of nonworth 101. or more without complying with the condi- compliance tions of the 4th section of the Sale of Goods Act (u) tions of sect. 4 are not void, but voidable only; that is, they hold good Goods Act. until set aside (x). And where such contracts are of a nature to pass the property in the goods sold (y), it (n) Thompson v. Gardiner, 1 C. P. D. 777. (0) Goom v. Aflalo, 6 B. & C. 117; Sievewright v. Archibald, 17 Q. B. 115; Parton v. Crofts, 16 C. B. N. S. 11; Thompson v. Gardiner, 1 C. P. D. 777; see Benjamin on Sales, 205-224, 2nd ed.; 251-270, 4th ed.; Blackburn on Sale, ch. v. pp. 78 et seq. 2nd ed. (p) Farebrother v. Simmons, 5 B. & Ald. 333; Sharman v. Brandt, L. R. 6 Q. B. 720. (q) Stat. 41 & 42 Vict. c. 31; see ss. 4, 8, 10, and s. 10 of the amending Act of 1882, stated in Appendix A. (r) Re Roberts, 36 Ch. D. 196. s. 4. (t) North Central Waggon Co. (x) See Leroux v. Brown, 12 (y) See ante, pp. 70-73. of Sale of |