Factors Act, R.S.O. 1990, c. F.1, Factors Act
Factors Act
R.S.O. 1990, CHAPTER F.1
Consolidation Period: From December 31, 1990 to the .
No amendments.
Definitions
鈥渄ocument of title鈥 includes a bill of lading and warehouse receipt as defined by the Mercantile Law Amendment Act, a warrant or order for the delivery of goods, and 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 endorsement or delivery, the possessor of the document to transfer or receive goods thereby represented; (鈥渢itre鈥)
鈥済oods鈥 includes wares and merchandise; (鈥渙bjets鈥)
鈥渕ercantile agent鈥 means a mercantile agent having, in the customary course of business as an 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; (鈥渁gent de commerce鈥)
鈥減ledge鈥 includes a 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. (鈥渘antissement鈥) R.S.O. 1990, c.聽F.1, s.聽1聽(1).
Possession
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 the person鈥檚 actual custody or are held by another, subject to the person鈥檚 control or for the person or on the person鈥檚 behalf. R.S.O. 1990, c.聽F.1, s.聽1聽(2).
Powers of agent as to disposition of goods
Where a mercantile agent is, with the consent of the owner, in possession of goods or of the documents of title to goods, a sale, pledge or other disposition of the goods made by the agent when acting in the ordinary course of business of a mercantile agent is, subject to this Act, as valid as if the agent were expressly authorized by the owner of the goods to make the disposition, if the person taking under it acts in good faith and has not at the time thereof notice that the person making it has not authority to make it. R.S.O. 1990, c.聽F.1, s.聽2聽(1).
Revocation of consent
Where a mercantile agent has, with the consent of the owner, been in possession of goods or of documents of title to goods, a sale, pledge or other disposition that would have been valid if the consent had continued, is valid despite 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 terminated. R.S.O. 1990, c.聽F.1, s.聽2聽(2).
Derivative documents
Where a mercantile agent has obtained possession of any documents of title to goods by reason of 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, the agent鈥檚 possession of the first mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the owner. R.S.O. 1990, c.聽F.1, s.聽2聽(3).
Presumption
For the purposes of this Act, the consent of the owner shall be presumed in the absence of evidence to the contrary. R.S.O. 1990, c.聽F.1, s.聽2聽(4).
Effect of pledge of documents of title
A pledge by a mercantile agent of the documents of title to goods shall be deemed to be a pledge of the goods. R.S.O. 1990, c.聽F.1, s.聽3.
Pledge for antecedent debt
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. R.S.O. 1990, c.聽F.1, s.聽4.
What consideration necessary
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. R.S.O. 1990, c.聽F.1, s.聽5.
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 the agent鈥檚 behalf shall be deemed to be an agreement with the agent. R.S.O. 1990, c.聽F.1, s.聽6.
Rights of consignee making advances in good faith
Where the owner of 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 such person is not the owner of the goods, the consignee has, in respect of advances made in good faith to or for the use of such person, the same lien on the goods as if such person were the owner of the goods, and may transfer any such lien to another person. R.S.O. 1990, c.聽F.1, s.聽7聽(1).
Sale, etc., by mercantile agent
Nothing in this section limits or affects the validity of a sale, pledge or disposition by a mercantile agent. R.S.O. 1990, c.聽F.1, s.聽7聽(2).
Mode of transferring documents
Subject to the Warehouse Receipts Act, 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 its express terms transferable by delivery or makes the goods deliverable to the bearer, then by delivery. R.S.O. 1990, c.聽F.1, s.聽8.
Liability of agent
Nothing in this Act authorizes an agent to exceed or depart from the agent鈥檚 authority as between the agent and the agent鈥檚 principal or exempts the agent from any liability for so doing. R.S.O. 1990, c.聽F.1, s.聽9聽(1).
Rights of owner to recover possession, etc.
Nothing in this Act prevents the owner of goods from recovering them from the owner鈥檚 agent at any time before their sale or pledge, or prevents the owner of goods pledged by an agent from having the right to redeem them at any time before their sale on satisfying the claim for which the goods were pledged and paying to the agent, if required by the agent, 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 the person鈥檚 hands as the produce of the sale of the goods after deducting the amount of the person鈥檚 lien. R.S.O. 1990, c.聽F.1, s.聽9聽(2).
Price from buyer
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 part of that price, subject to any right of set-off on the part of the buyer against the agent. R.S.O. 1990, c.聽F.1, s.聽9聽(3).
Amplification of powers of agents
This Act shall be construed in amplification and not in derogation of the powers exercisable by an agent independently of this Act. R.S.O. 1990, c.聽F.1, s.聽10.