BILL OF SALE, a legal document assigning personal chat tels, and also used in connection with the transference of property in ships. The term has come to be applied to mortgages as well as to sales, and the expression "bill of sale" may now be under stood to signify generally a document evidencing a sale or mort gage of personal chattels, unaccompanied by an actual transfer of possession to the purchaser or mortgagee.
The first English legislation on the subject was the Bills of Sale Act 1854. This provided that all bills of sale, as defined in the act, should be void against execution creditors unless regis tered. It was amended by the Bills of Sale Act 1866. These acts were repealed and a new act passed, the Bills of Sale Act 1878, which in the main followed the lines of the Act of 1854. The object of this legislation was to protect persons lending on bills 'Non obstante (notwithstanding) means a licence from the crown to do that which could not be lawfully done without it.
of sale. In 1882 the Bills of Sale Act (1878) Amendment Act was passed to protect persons borrowing on bills of sale (cf. Manchester, etc. Ry. Co. v. N.C. Wagon Co., 1888, 13 App. Cas. 554). This point is worth remembering, because the 1882 Act is the beginning of the tendency to protect impecunious bor rowers who have no security to give for a loan save a charge on their household goods, or no security at all, which has culminated in the Money Lenders Acts of 2900 and 1926. The Act of 1882 has since been amended by the Bills of Sale Acts of 1890 and 1891 which effected further small amendments by excluding from the operation of the principal acts instruments hypothecat ing, charging or declaring trusts on imported goods, during the interval between their unloading from a ship and their deposit in a warehouse, or re-shipping.
Under the Acts of 1878 and 1882 bills of sale are of two kinds, i.e., absolute bills of sale (where chattels are sold absolutely to a purchaser), and conditional bills of sale (where the bill is given by way of security for the payment of money). The Bills of Sale Act 1878 applies to both kinds and is the only act applying to absolute bills. Bills of sale given in security for the payment of money on or after Nov. 1, 1882, are chiefly governed by the Act of 1882, which, however, does not apply to absolute bills. Section 4 of the Act of 2878 defines a bill of sale as (1) including 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 ; the term assurance has been best explained as a docu ment "on which the title of the transferee of the goods depends, either as the actual transfer of the property, or an agreement to transfer," Marsden v. Meadows, 1881, 7 Q.B.D. 80; (2) powers of attorney, authorities or licences to take possession of personal chattels as security for any debt; these words would not include a power of distress for rent in an ordinary lease or bona fide hiring or hire purchase agreements; (3) any agreement, whether intended or not to be followed by the execution of any other in strument, by which a right in equity to any personal chattels, or to any charge or security thereon, shall be conferred; (4) any mode of disposition of trade machinery and attornments and other instruments giving powers of distress to secure a debt or advance. On the other hand, certain assurances and instruments are expressly exempt by statute from the definition : marriage settlements, assignments of ships, assignments for the benefit of creditors, bills of lading and dock warrants, and by the Act of 1882, debentures and debenture stock of a company. The expres sion "personal chattels" is defined as goods, furniture and other articles capable of complete transfer by delivery, and (when sep arately assigned or charged) fixtures and growing crops.
The law as to absolute bills being for the protection of the lender is concerned with conditions to secure that the borrowers shall not be able to repudiate them. Accordingly provisions are made that the bill containing all the essentials of the transaction verified by affidavit shall be attested by a solicitor who must testify that he, before its execution, explained to the grantor its effect ; and shall be filed with the registrar within seven clear days of its execution. Failure to observe these requirements invalidates the bill only as against the execution creditors and trustee in bankruptcy of the grantor, it remains good as between the grantor himself and the grantee.
Bills of sale given by way of a security for a loan or a money debt (conditional bills) must be drafted in accordance with a form annexed to the act. The contents of this form are practi cally the same as those to be set out in an absolute bill of sale with the addition of a provision setting out that the chattels assigned by it shall not be liable to seizure or to be taken posses sion of by the grantee for any cause other than those specified in s. 7 of the Bills of Sale Act (1878) Amendment Act 1882. If this form is substantially departed from, a conditional bill, unlike an absolute bill, is void not merely as against the grantor's credi tors and trustee in bankruptcy but also as between grantor and grantee.
The bill of sale must have annexed to it an inventory of the chattels comprised in it, and is void, except as against the grantor.
in respect of any personal chattels not specifically described. It must be duly attested by one or more credible witnesses (not necessarily by a solicitor, as in the case of absolute bills). Every witness must sign his name and add his address and description. It must be duly registered within seven clear days after the execu tion thereof, or if it is executed in any place out of England then within seven clear days after the time at which it would in the ordinary course of post arrive in England if posted immediately after the execution. It must truly set forth the consideration. The grantor must be the true owner of the goods described in the schedule ; as to any personal chattels of which he is not the true owner, the bill is void, except as against the grantor. Every bill of sale made or given in consideration of any sum under f 3o is void.
The causes which will render the chattels assigned by the bill liable to be seized or taken possession of are as follows: (I) If the grantor makes default in payment of the debt or in the per formance of any covenant or agreement contained in the bill and necessary for maintaining the security ; if the grantor becomes a bankrupt or suffers the goods to be distrained for rent, rates or taxes; (3) if the grantor fraudulently removes the goods from the premises; (4) if the grantor does not, without reasonable excuse, upon demand in writing by the grantee, pro duce to him his last receipts for rent, rates or taxes; (5) if execu tion is levied against the goods of the grantor under any judg ment. By s. 13 personal chattels seized or taken possession of under a bill must not be removed or sold until after the expiration of five clear days from the date of seizure, and if the goods have been wrongly seized, the grantor may within the five days apply to the high court or a judge in chambers for an order to restrain the grantee from removing or selling the goods. The Bills of Sale Acts 1878 and 1882 do not apply to Scotland or Ireland. Accord ing to Scots law no security or charge can be created over mov able property without delivery of possession. The Irish statutes corresponding to the English Acts are the Bills of Sale (Ireland) Act 1879 and the Amendment Act 1883.
The various trade protection papers always publish the registra tion of a bill of sale, and the usual effect is, therefore, to destroy the credit of any person giving one. (T. A. I.; J. A. ST.)