Factors Act

Link to law: http://laws.gov.ag/acts/chapters/cap-165.pdf
Published: 0000

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Factors (CAP. 165 1

CHAPTER 165

THE FACTORS ACT

Arrangement of Sections
Section

Short title.
Interpretation.
Agent deemed to be true owner for certain purposes.
Person intrusted with and in ~ossession of document

of title to goods to be deemed owner so far as to
make contracts of sale or pledge without notice
valid.

Known agent intrusted with goods or to whom goods
are consigned, may make valid contracts for sale.

Known agent-may make a valid contract of pledge.
Bon6 fide deposits in exchange protected.
Agent intrusted with possession.
Revocation of agency, if unknown, not to affect bona

fide contract.
What to be deemed a loan on the security of goods.
The Act to protect only transactions b o n 8 . m and without

notice that agent is not authorised or is.acting mala
jide .

Vendee permitted to have possession of documents of
title.

Vendors permitted to retain documents of title.
Right of true owner to recover goods in hands of agent

or his trustee in bankruptcy.
Agent civilly liable for breach of duty.
Vendor's lien and right of stoppage in transitu, when

defeated by transfer of document of title.

LAWS OF ANTIGUA AND BARBUDA

Factors (CAP. 165 3

FACTORS

(5th March, 1887.)

1. This Act may be cited as the Factors Act. Short title.

2. In this Act- ~nterpretation.

"agent" means such agents only as in the usual course
of business sell goods for their principals and receive
payments, such as factors, brokers, etc.;

"document of title" shall include any bill of lading, In-
dia warrant, dock warrant, warehouse-keeper's cer-
tificate, warrant or order for the delivery of goods,
or any other document used in the ordinary course
of business as proof of the possession or control of
goods, or authorizing or purporting to authorize,
either by indorsement or by delivery, the possessor
of such document to transfer or receive goods
thereby represented.

3. Any person intrusted for the purpose of consign- Agent deemed to
ment or of sale with any goods, wares, or merchandise, who ~~r~~~~
shall have shipped such goods, wares, or merchandise in his
own name, and any person in whose name any goods, wares
or merchandise shall be shipped by any other person, shall
be deemed and taken to be the true owner thereof so far
as to entitle the consignee of such goods, wares, and mer-
chandise to a lien thereon in respect of any money, or
negotiable security or securities, advanced or given by such
consignee to or for the use of the person in whose name such
goods, wares, or merchandise shall be shipped, or in respect
of any money, or negotiable security or securities, received
by him to the use of such consignee, in the like manner to
all intents and purposes as if such person were the true owner
of such goods, wares, or merchandise:

Provided that such consignee shall not have notice by
the bill of lading for the delivery of such goods, wares, or
merchandise, or otherwise, at or before the time of the

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CAP. 165) Factors

advance of any such money or negotiable security, or of such
receipt of money or negotiable security, in respect of which
such lien is claimed, that such person so shipping in his own
name, or in whose name any goods, wares, or merchandise
shall be shipped by any person, is not the actual and bond
fide owner or proprietor of such goods, wares, or merchan-
dise so shipped as aforesaid; any law, usage, or custom to
the contrary thereof in anywise notwithstanding:

Provided also that the person in whose name any such
goods, wares, or merchandise are so shipped as aforesaid
shall be taken, for the purposes of this Act, to have been
intrusted therewith for the purposes of consignment or sale,
unless the contrary thereof shall be made to appear by any
person disputing such fact.

Person intrusted
with and in
possession of
document of title
to goods to be
deemed owner so
far as to make
contracts of sale
or pledge without
notice valid.

4. Any person intrusted with and in possession of any
document of title to goods shall be deemed and taken to be
the true owner of the goods, wares, and merchandise
described and mentioned in such document so far as to give
validity to any contract or agreement made or entered into
by such person with any person for the sale or disposition
of the said goods, wares, and merchandise, or any part
thereof, or for the deposit o r pledge thereof, or any part
thereof, as a security for any money or negotiable instru-
ment advanced or given by such person upon the faith of
such document:

Provided that such persons shall not (except in the case
of an agent hereinafter provided for) have notice by such
document or otherwise, that such person so intrusted as
aforesaid is not the actual and boncifide owner or proprietor
of such goods, wares or merchandise so sold or deposited
or pledged as aforesaid, any law, usage or custom to the
contrary notwithstanding:

Provided also that in case any person shall accept and
take any such goods, wares or merchandise in deposit or
pledge from any such person so in possession and intrusted
as aforesaid, without notice as aforesaid, as a security for
any debt or demand due and owing from such person so
intrusted and in possession as aforesaid to such person before
the time of such deposit or pledge, then and in that case
such person so accepting or taking such goods, wares, or
merchandise in deposit or pledge shall (except in a case where
the person so in possession as aforesaid is an agent within

LAWS OF ANTIGUA AND BARBUDA

Factors (CAP. 165

the meaning of this Act, and can, under the provisions of
this Act, give a further right, title, or interest) acquire no
further or other right, title, or interest in or upon or to the
&id goods, wares, or merchandise, or any such document
as aforesaid, than was possessed or could or might have been
enforced by the said person so possessed and intrusted as
aforesaid at the time of such deposit or pledge as a security
as last aforesaid, but such person so 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 so
possessed and intrusted as aforesaid, any rule of law, usage,
or custom to the contrary notwithstanding.

5 . Any person may contract with any agent intrusted Known agent
rntrusted with

with any goods, wares, or merchandise, or to whom the same .oods .. to
may beconsigned, for the purchase of any such goods, wares, goods are

consigned, may
or merchandise, and may receive the same of, and pay for ,,k, ,,lid
the same to, such agent, and such contract and payment for sale.
shall be binding upon and good against the owner of such
goods, wares, or merchandise, notwithstanding such person
shall have notice that the person making and entering into
such contract. or in whose-behalf such contract is made and
entered into, is an agent:

Provided such contract and payment be made in the
usual and ordinary course of business, and that such person
shall not, when such contract is entered into or payment
made, have notice that such agent is not authorised to sell
the said goods, wares, or merchandise, or to receive the said
purchase money.

6. Any agent who shall be intrusted with the ~f'$~a;~t
possession of goods, or of the documents of title to goods, ,,lid contract of
shall be deemed and taken to be the owner of such goods pledge.
and documents so far as to give validity to any contract or
agreement by way of pledge, lien or security bond fide made
by any person with such agent so intrusted as aforesaid, as
well as for any original loan, advance, or payment made
upon the security of such goods or documents, as 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

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6 CAP. 165) Factors

BonP fide
deposits in
exchange
protected.

pledge or lien may have had notice that the persons with
whom such contract or agreement is made is only an agent.

7. 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 merchan-
dise, or document 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 and in respect of a previous
advance by virtue of some contract or agreement made with
such agent, such contract and agreement, if bonk 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 this 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 bon6fide present advance 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
documents of title to which, or the negotiable security which,
shall be delivered up and exchanged.

Agent intrusted 8. (1) Any agent intrusted with the possession of
with possession. goods, or of the documents of title to goods, and possessed

of any document of title whether derived immediately from
the owner of the goods, or obtained by reason of such agent
having been intrusted with the possession of the goods, or
of any other document 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 document of
title as aforesaid shall be deemed and taken to be respec-
tively pledges of, and liens upon, the goods to which the
same relates.

(2) 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.

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Factors (CAP. 165 7

(3) 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.

9. Where any agent or person has been intrusted with, Revocation of
agency, if and continues in, the possession of any goods, or documents unknown, not to

of title to goods, within the meaning of this Act, affect bonP fide any contract. revocation of his intrustment or agency shall not prejudice
or affect the title or rights of any other person who, without
notice of such revocation, purchases such goods or makes
advances upon the faith or security of such goods or
documents.

10. (1) Where any loan or advance shall be bonrifide What to be
deemed a loan made to any agent intrusted with, and in possession of, any on the security of

goods or documents of title, on the faith of any contract or goods.
agreement in writing to consign, deposit, transfer, or deliver
such goods or documents of title, 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 authorized 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 or 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.

(2) Any contract or agreement 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.

(3) 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.

1 . This Act and every matter and thing herein con- The Act 10
tained shall be deemed and construed to give validity to such P ~ ~ ~ ~ : ~ , ~ , " ~ bo,,,-
contracts and agreements only, and to protect only such loans, fidc and without

notice thnt a p t
advances, and exchanges as shall be made bonri fide and ;, ,,o, nuthar,xed
without notice that the agent making such contract or agree- or is acting ma18

fidc.
ment as aforesaid has not authority to make the same, or

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8 CAP. 165) Factors

is acting maki fide in respect thereof against the owner of such
goods or merchandise. And nothing herein contained shall
be construed to extend to, 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; or to authorize any agent intrusted as aforesaid in
deviating from any express orders or authorities received from
the owner, but that, for the purpose and to the intent of
protecting all such bond fide loans, advances, or exchanges
as 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 intent or
purpose, such contract or agreement as aforesaid shall be
binding on the owner and all other persons interested in such
goods.

Vendee permitted 12. Where any goods have been sold or contracted
to have
possession of to be sold, and the vendee, or any person on his behalf,
documents of obtains the possession of the documents of title thereto from
title. the vendor or his agents, any sale, pledge, or disposition

of such goods or documents by such vendee so in possession,
or by any other person or agent intrusted by the vendee with
the documents, within the meaning of this Act, shall be as
valid and effectual as if such vendee or other person were
an agent or person intrusted by the vendor with the
documents within the meaning of this Act:

Provided the person to whom the sale, pledge, or other
disposition is made has not notice of any lien or other right
of the vendor in respect of the goods.

Vendors 13. Where any goods have been sold, and the ven-
permitted to
retain documents dor or any person on his behalf continues or is in possession
of title. of the documents of title thereto, any sale, pledge, or other

disposition of the goods or documents made by such vendor,
or any person or agent intrusted by the vendor with the goods
or documents within the meaning of this Act, so continuing
or being in possession, shall be as valid and effectual as if
such vendor or person were an agent or person intrusted
by the vendee with the goods or documents within the
meaning of this Act:

Provided the person to whom the sale, pledge, or other
disposition is made has not notice that the goods have
previously been sold.

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Factors (CAP. 165 9

14. Nothing herein contained shall be deemed, Right of true
owner to recover construed, or taken to deprive or prevent the true owner goods in hands

or proprietor of any goods, wares, or merchandise from of agent or his
trustee in demanding or recovering the same from his factor or agent bankruptcy.

before the same shall have been sold, deposited, or pledged
in accordance with the provisions of this Act, or from the
trustee of such factor or agent in the event of his bankruptcy;
or to prevent such owner or proprietor from demanding or
recovering of or from any person the price or sum agreed
to be paid for the purchase of such goods, wares, or
merchandise, subject to any right of set off on the part of
such person against such factor or agent; or to prevent such
owner as aforesaid from having the right to redeem such
goods or documents of title, pledged as aforesaid, at any time
before such goods shall have been sold, upon repayment of
the amount of the lien thereon, or restoration of the securities
in respect of which such lien may exist, and upon payment
or satisfaction to such agent, if by him required, of any sum
of money for, or in respect of which such agent would by
law be entitled to retain the same goods or documents, or
any of them, by way of lien as against such owner; or to
prevent the said owner from recovering of and from such
person with whom any such goods or documents may have
been pledged, or who shall have any such lien thereon as
aforesaid, any balance or sum of money remaining in his
hands as the produce of the sale of such goods, after deducting
the amount of the lien of such person under such contract
or agreement as aforesaid:

Provided that in case of the bankruptcy of any such
agent, the owner of the goods which shall have been so
redeemed by such owner as aforesaid shall, in respect of the
sum paid by him on account of such agent for such redemp-
tion, be held to have paid such sum for the use of such agent
before his bankruptcy, or in case the goods shall not be so
redeemed, the owner shall be deemed a creditor of such agent
for the value of the goods so pledged at the time of the pledge;
and shall, if he shall think fit, be entitled, in either of such
cases, to prove for or set off the sum so paid or the value
of such goods, as the case may be.

15. Nothing herein contained shall lessen, vary, alter, tfi: ; ~ ~ ~ ~ e a , h
or affect the civil responsibility of an agent for any breach .fduty

LAWS OF ANTIGUA AND BARBUDA

Vendor's lien
and right of
stoppage in
transitu, when
defeated by
transfer of
document of
title.

CAP. 165) Factors

of duty or contract, or nonfulfilment of his orders or autho-
rity, in respect of any such contract, agreement, lien, or
pledge as aforesaid.

16. Where any document of title to goods has been
lawfully indorsed or otherwise transferred to any person as
a vendee or owner of the goods, and such person transfers
such document by indorsement (or by delivery when the
document is by custom, or by its express terms, transferable
by delivery, or makes the goods deliverable to the bearer)
to a person who takes the same bon6 fide and for valuable
consideration, the last mentioned transfer shall have the same
effect for defeating any vendor's lien or right of stoppage
in transitu as a transfer of a bill of lading has for defeating
the right of stoppage in transitu.