warranty, or other conditions of sale, is admissible in evidence, stamped as a common receipt-stamp, without an agreement-stamp, and is the usual mode in which the contract is made and proved, Skrine v. Elmore, 2 Champ. 407.

IV. SALE OR RETURN.

When goods are sold upon sale or return, no absolute property is vested in the conditional vendee; and the sale of them contrary to the price or terms agreed upon, subjects him to action. But though, while the goods remain unsold in the hands of such conditional vendee, no absolute property vests in him, yet, under the 6 G. 4, c. 16, s. 72, they would doubtless pass to the assignees as goods in his possession, order, or disposal; nor would any agreement between the parties protect the goods from the operation of the statute.

V. HIRING AND BORROWING.

These are contracts by which a qualified property is transferred to the hirer or borrower: the difference is, that hiring is always for a price or recompense; borrowing is merely gratuitous. In both cases the law is the same. They are both contracts whereby a transient property is transferred, for a particular time, or use, on condition of restoring the goods so hired or borrowed, as soon as the time is expired, or use performed, together with the price or recompense (in case of hiring), either expressly stipulated or left to be implied by law, according to the value of the service. Thus, if a man hire or borrow a horse for a month, he has a qualified property therein during that period; on the expiration of which his qualified property determines, and the owner becomes, in case of hiring, entitled to the price for which the horse was hired.

In all cases of hiring and borrowing, there is an implied condition that the thing hired or borrowed shall not be abused or improperly treated, so that it may be returned in as good condition as it was received.

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VI. WARRANTY OF GOODS.

In all cases of express warranty, if the warranty prove false, or the goods are in any respect different from what the vendor represents them to be, the buyer is entitled to compensation, or he may return them. But a general warranty does not extend to guard against defects which are obvious to ordinary circumspection, or where the false representation of the vendor is known to the vendee as, if a horse with a visible defect be warranted perfect, or the like, the vendee has no remedy.

Neither does the law, upon a sale of goods by sample, with a

warranty that the bulk of the commodity answers the sample, raise an implied warranty that the commodity should be marketable; therefore, if there be a latent defect then existing in them, unknown to the seller, and without fraud on his part, he is not

answerable.

But a sale of goods by sample is such a warranty that, if the bulk be inferior to the sample, the purchaser is not bound to accept or pay for the goods.

Warranty must be upon the sale; if it be made after, it must be reduced to writing, otherwise it will not be binding on the vendor.

VII. BILL OF SALE.

This is a contract, under hand and seal, whereby a man transfers the interest he has in goods to another; such an instrument is binding against the party who executes it, whether it were for valuable consideration or not; but it may be fraudulent and void against creditors, and in some cases an act of bankruptcy.

When judgment has been obtained for any debt or damage, all contracts for the sale or purchase of goods, though for a valuable consideration, are void from the delivery of the writ to the sheriff; and those persons obtaining such judgment have a lien upon the property of him against whom it is given, so as to defeat any intermediate disposition of it between the delivery of the writ and the execution of the judgment. A bona fide sale of goods in open market, to an innocent vendee, without notice of the execution, is not, however, subject to the lien of a third person, under the judgment. So a bill of sale of goods made for a valuable consideration, with the knowledge and consent of the creditors, is valid against them, though unaccompanied with possession.

A bill of sale is sometimes given with a condition for resuming the goods at a certain period on repayment of the money advanced; but it is a dangerous method of obtaining accommodation, and should be cautiously adopted.

The transactions to which bills of sale are most applicable are, sales of fixtures and furniture in a house; of the stock of a shop; of the good-will of a business; of an office, or the like. But their most important use is in the transfer of property in ships, which, being held in shares, cannot, in general, be delivered over on each change of part ownership.

Frands are frequently committed upon creditors by secret bills of sale of personal chattels, whereby persons are enabled to keep up the appearance of being in good circumstances and possessed of property, and the grantees or holders of such bills of sale have the power of taking possession of the property of such persons, to the exclusion of the rest of the creditors. For the remedy of such collusive practices, the 17 & 18 V. c. 36, enacts that every bill of

sale shall be void, unless the same, or a copy thereof, and of every schedule annexed, attestation of execution, together with an affidavit of the time of making, and a description of the residence and occupation of the person giving the same, be filed within twenty-one days after the making of such bill, with the clerk of the docquets and judgments in the Court of Queen's Bench, in like manner as a warrant of attorney in any personal action given by a trader is now required to be filed.

By s. 2, in every bill of sale, if subject to any defeasance, condition, or declaration of trust, the same must be written on the same paper or parchment as the bill of sale. Officers of court to keep a book containing particulars of each bill of sale, and a search to be permitted on the payment of 18. Officer entitled to a fee of 1s. for filing bill of sale, and to account for the same. Office copies or extracts to be given on paying as for copies of judgments, ss. 3, 4.

The Bill of Sale Act is amended by 29 & 30 V. c. 96, and the filing of a bill or copy is made the equivalent term for a registration of a bill of sale under the new act of 1866. The registration of a bill of sale under the act of 1854, during the subsistence of such security, to be renewed once every five years from the day of registration; or, if not so renewed, it ceases to be of effect during the interval, subject to the provision that, where the five years have expired before January 1, 1867, the bill is made valid if the registration be renewed prior to that date. By s. 5, registration to be renewed by filing in the office of the masters of the Court of Queen's Bench an affidavit, stating the date of the bill, the names, residences, and occupations of the parties thereto, and also that it is still a subsisting security. Affidavit is then numbered by the masters, who re-number the original "bill of sale or copy filed in the office with a similar number." Affidavit to bear a 58. stamp, and office copies supplied as under the 17 & 18 V. c. 36. By s. 7, masters to keep one book only, containing the particulars of each bill of sale and affidavit. Search allowed to any one at reasonable times against one person on pay. ment of one shilling fee by a common law stamp. Office copies of affidavit to be supplied at the like rate as office copies under the principal act.

VIII. GUARANTEE.

A guarantee is an undertaking to answer for the failure or default of another. The Statute of Frauds provides that no person shall be liable on any special promise to answer for the debt, default, or miscarriage, of another person, unless a written agreement, or some memorandum in writing for such promise, shall be signed by the party making the promise, or some other person lawfully authorized by him for the purpose. In the construction of a gua

rantee, it is a general rule that the surety shall not be bound beyond the extent of the express words of the engagement into which be has entered.

By the 19 & 20 V. c. 97, no special promise made to answer for the debt, default, or miscarriage of another, is deemed invalid to support an action, by reason that the consideration for such promise does not appear in writing, or by necessary inference from a written document.

By the Mercantile Law Amendment Act, the 19 & 20 V. c. 60, s. 4, the promise or guarantee to or for a firm will cease upon a change in the members of a firm, unless it appear to be the intention of the parties that, by express stipulation or implication, the guarantee shall be binding notwithstanding the change in the firm. By s. 5. every person who is surety for the debt or duty of another, who discharges his liability, is entitled to the assignment of all securities held by creditors.

IX. STOPPAGE IN TRANSITU.

When goods have been consigned upon credit, and the consignee has become a bankrupt or insolvent before the delivery of the goods, the law, in order to prevent the loss that would happen to the consignor by the delivery of them, permits him, in many cases, to resume the possession, by countermanding the delivery, and before or at their arrival at the place of destination, to cause them to be delivered to himself or agent. The exercise of this right is termed a stoppage in transitu, or in passage, and embraces two principal considerations:-1. The circumstances under which goods are deemed to be in transitu. 2. By whom this right may be exercised.

With respect to the first consideration, it is a general rule that the passage of goods continues in all cases till there has been an actual delivery to the vendee; therefore, goods continue liable to the vendor's right of stoppage, not only while they remain in possession of the carrier, whether by land or water, but also in any place connected with the transmission and delivery of them to the consignee. So, if goods consigned are delivered to a wharfinger or packer, and he receive them on the part of the vendee, to be forwarded to him accordingly, on the insolvency of the vendee they are subject to be stopped by the consignor in the hands of the wharfinger or packer, even though the latter should have been appointed by the vendee.

The payment of part price of the goods does not affect the vendor's right of stoppage, for part payment only diminishes the vendor's lien to that amount on the goods detained. But where part of the goods sold by an entire contract has come into actual possession, the vendor's right to countermand is wholly at an end, and

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cannot be exercised over the residue, which may not have been delivered, 2 Hen. Bl. 504. Neither has the vendor any right of stoppage if the vendee has exercised any right of ownership over them; as by tasting, sampling, paying warehouse rent, though at Even if a place short of their ultimate destination, 4 Eps. 82. after goods are sold, they remain in the warehouse of the vendor, and he receive warehouse rent for them, this amounts to such a delivery of the goods to the vendee as to put an end to the vendor's right to stop in transitu.

By whom the right of stoppage may be exercised.

This right can only be exercised where the relation of a vendor and vendee subsists between the consignor and consignee; it does not belong to a person who has only a lien upon the goods, without any property in them. A carrier, to whom the balance of a general account is due, can only detain for the carriage of the particular goods in his possession. Nor is a mere surety of the price of the goods such a vendor as can exercise the right of stoppage in transitu, even though he may be entitled to a commission on the amount of the goods for which he may have been security. But where a correspondent abroad, in pursuance of orders from a merchant in this country, purchases goods on his own credit, and merely takes a commission on the price, in case of the insolvency of the consignee, he is considered the vendor for stopping the goods in transitu; for there is no privity between the original owner and the insolvent.

It is not necessary that the vendor, to exercise the right of stoppage, should actually take possession of the property consigned by corporal touch; he may put in his claim to the goods in transitu either verbally or in writing, and it will be equivalent in law to an actual stoppage, provided it be made before the transit has expired.

X. CONTRACTS TO MARRY.

If a man and woman, being unmarried, mutually promise to marry each other, but afterwards one of the parties marry another person, an action will lie for the breach of the contract.

If an infant and person of fuil age mutually promise to marry, the infant, though not bound by the promise, may, notwithstanding, maintain an action for breach of promise by the adult.

A promise by a man to pay a woman a sum of money if he shall marry anybody else, is considered as a restraint of marriage, and therefore void. So, in the case of Hartley v. Rice, which was an action upon a wagering contract for fitty guineas, that the plaintiff would not marry within six years, this was held to be in restraint of marriage, and therefore void; no circumstance appearing to show that such restraint was prudent and proper in the particular

case.