sue and put an attachment on the property for the purchase price.

Section 31k.-FORM OF CONDITIONAL AGREEMENT. The following is a good form of agreement for conditional sale of personal property:

I acknowledge the receipt of said property, and agree that I will keep the same in good order, and that it shall not be removed from No.

in the City of ...

written consent of said

... Street, without the

and do also agree that until the sum of
Dollars with interest, as aforesaid,

is fully paid, said property is the property of said ....

and that I have no

right to dispose thereof; but when the total sum of ....
.. Dollars and interest has been paid, and
not until then, I shall receive a bill of sale and the title to
said property shall vest in me.

I also agree that if I fail to pay any of said installments when due, or perform any of the aforesaid conditions, or said property be attached or levied upon, all of said sum of Dollars shall in any of said.

cases immediately become due and payable, and
may enforce pay-

ment of the entire sum then unpaid and interest thereon;
or may, if he so elect, rescind this executory contract and
take possession, without legal process, of said property, and
for that purpose may enter any premises where the same

may be (all damages for said entry being hereby expressly waived); and thereupon, if said ...

shall elect to rescind, and shall retake said. property, they shall refund the money paid by me, if any remains, after deducting a rental for use of said property of .... ... Dollars per month, expenses of taking possession and removal, and twenty per cent of total sum to be paid for liquidated and assessed damages, which rental, expenses, and damages I promise and agree to pay said ... Said

rental dating from delivery of said property to me.

In all matters herein mentioned, time is declared to be the essence of this contract.

Stoppage in Transit

Section 32.-WHEN SELLER OR CONSIGNOR MAY STOP GOODS IN TRANSIT.-A seller or consignor of goods, whose claim for the price has not been paid, may stop the goods while on their way to the buyer or consignee, and may take possession of the goods. He may do this whenever it becomes known to him, after parting with the property, that the buyer or consignee is insolvent. A person is insolvent, in the meaning of the law, when he ceases to pay his debts in the manner usual with persons of his business, or when he declares his inability or unwillingness to pay his debts. The property can be stopped only by notice to the carrier or holder of the goods, or by taking actual possession of the goods. As the taking of actual possession will be ordinarily impossible, where the goods are on the way to the buyer or consignee on board cars or vessels, a notice to the carrier not to deliver the goods will be sufficient to stop them; and if the carrier, notwithstanding such notice, delivers the goods to the buyer or consignee, the carrier will be liable to the seller or consignor in damages. The property can only be stopped while in transit. The transit of property is at an end when it comes into the possession of the consignee.

or into the possession of his agent to receive it. Therefore, if the seller, after shipping the goods, discovers that the consignee is insolvent (that he has ceased to pay his debts in the usual manner, or has declared his inability or unwillingness to pay his debts), he must act promptly in order to stop the goods, and must give notice to the carrier not to make delivery. The sale of the goods is not rescinded by stopping them in transit. The seller simply resumes his vendor's lien for the price of the goods, and, if the consignee comes forward and pays the sum due on the purchase price, the goods must be released and allowed to proceed on their way. The seller, by stopping the goods in transit, does not become again 'the owner. He has parted with the title, but he again comes into possession, and holds the goods for the unpaid price. The carrier, after notice to stop, must deliver the goods to the vendor, and the vendor will then hold the property until the expiration of the credit given, and may then proceed to give notice and sell them again.

Civil Code, Sections 3076, 3077, 3078, 3079, 3080.

Section 33.-RESALE OF PERSONAL PROPERTY. -There has been some controversy in the courts as to the manner of reselling personal property held under a vendor's lien, but the safer method is to give written notice to the vendee, and publish notice to the public, of the time and place of sale, and then to sell the goods at public auction. No particular form of notice need be employed, as any words or form will be sufficient which describes the goods, the time and place of sale, and the manner and terms of the sale.

Section 34-WHAT WILL DEFEAT VENDOR'S RIGHT TO STOP GOODS.-The right of stoppage in transit belongs only to one occupying in some way the relation of vendor toward the consignee of the goods. And where the goods are transferred by the vendee to a

bona fide purchaser for value, this will defeat the vendor's right to stop the goods. Where the buyer has possession of the bill of lading, with the consent of the seller, and indorses it to a bona fide purchaser of the goods, to one who has no notice of the seller's claim or the buyer's insolvency, and who pays value for the goods, this will defeat the right to stop the goods. The consignee may intercept the goods on the way, and take possession of them at a different station or place from that of their destination, and the consignor's right of stoppage will be lost.

Warranty of Personal Property

Section 35.-WARRANTY OF TITLE.—A warranty is an engagement by which a seller assures to a buyer the existence of some fact affecting the transaction, whether past, present, or future. A warranty of the character, condition, or quality of personal property arises from contract, either express or implied. The parties may expressly state the warranty they agree upon, or a warranty may arise by reason of some obligation which the law imposes upon the parties or the circumstances. One who sells personal property as his own thereby warrants that he has a good and unencumbered title to the property. The law implies this warranty from the fact of sale.

Civil Code, Section 1765.

Section 36.-WARRANTY ON SALE BY SAMPLE. -One who sells or agrees to sell goods by sample thereby warrants the quality of the bulk to be equal to that of the sample. Where goods are sold by sample, and the articles are inferior to the sample shown, the purchaser is not bound to accept the goods, for that would be to force upon him goods of a different quality from that which he bargained for.

Civil Code, Section 1766.

Section 36.-Add the following: "In a sale by sample the law implies a warranty that the bulk of the property This warranty sold is equal to the sample exhibited.

constitutes a condition of the contract of sale, and in such case the delivery of the goods to the carrier for transportation to the buyer does not have the effect of passing title to the buyer. In order that the delivery of the goods to the carrier shall operate to pass the title to the consignee, it is essential that the goods so delivered shall conform in quantity and quality with the order given for them. If, therefore, the vendor sends more or less than the quantity ordered, or of a different quality, the title will not pass unless the purchaser accepts them." (Decided by the Supreme Court of California in the case of Gardiner vs. McDonogh, which decision is printed in Volume 28, California Decisions, page 776.)

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num any item deiect, not disclosed to the buyer, arising from the process of manufacture; and also that neither he nor his agent in such manufacture has knowingly used improper materials therein; and one who manufactures an article, under an order for a particular purpose, warrants by the sale that it is reasonably fit for that purpose; so, if it turns out either that the article manufactured is defective, which defect was not apparent or disclosed to the buyer, or that the article is not reasonably fit for the purpose for which it was ordered, the buyer has the right to rescind the sale, by returning or offering to return the article to the manufacturer.

Civil Code, Sections 1769, 1770.

Section 39.-WARRANTY OF SOUNDNESS.-One who sells or agrees to sell merchandise not open to the examination of the buyer thereby warrants that such merchandise is sound and merchantable.

Section 40.-WARRANTY BY TRADE-MARKS AND OTHER MARKS.-One who sells any article to which there is affixed a trade-mark thereby warrants it to be genuine and lawfully used. And one who sells any article