superintended by the shipowners. The contract contained the following clause :-"The vessel as she is constructed, "and all her engines, boilers and machinery, and all materials "from time to time intended for her or them, whether in "the building yard, workshop, river, or elsewhere, shall "immediately as the same proceeds become the property of "the purchasers, and shall not be within the ownership, "control, or disposition of the builders, but the builders "shall at all times have a lien thereon for their unpaid purchase-money." The shipbuilders became bankrupt before the vessel was completed. Certain iron and steel plates, which had been passed by Lloyd's surveyor, numbered by the makers with the number of the vessel and marked to show the position each plate was to occupy in the vessel, were, at the date of the bankruptcy, lying at certain railway stations at the orders of the shipbuilders, and these plates were claimed both by the trustees in the shipbuilders' sequestration and by the shipowners. It was held (following Seath v. Moore, supra) that the contract was for the sale of a complete ship, and that there was nothing in the contract to indicate a sale of the materials as distinct from the completed ship. In Laing v. Barclay (a), in 1908, the respondents, who were a firm of shipbuilders, agreed to build two ships for an Italian firm, according to specifications and under the superintendence of an agent appointed by the Italian firm, payment to be made by instalments at certain stages of the construction. The contract further provided that delivery of the ships was not to be completed until they had passed official trial trips, and had been approved by the Italian emigration authorities. After several instalments had been paid, but before the construction of the ships was completed, an English firm arrested the ships in Scotland, where they were being built, for a debt alleged to be due to them by the Italian firm. The arrestments were held null and void, on the ground that the property in the ships until completion remained in the builders. (a) Laing v. Barclay, [1908] App. Ca. 35, Where by the agreement the seller is to do things which may be done after the goods are in such a state that the seller may call upon the buyer to accept them, the performance is not presumed to be a condition precedent to the vesting of the property. Thus where the seller agrees to pay warehouse rent for the goods for some time after the sale, it has been decided that the property is transferred before the rent is paid. Hammond v. Anderson (a), in 1804, Greaves v. Hepke (b), in 1818. There may be property by estoppel. There are some cases in which it has been held that the property was changed, though acts necessary to put the goods in a deliverable state remained to be done by the seller, but it will be found on examination that the party against whom it was held in those cases that the property was changed had more or less distinctly made a statement that it had been changed, and that the decisions were made on that ground. A party's statement is always evidence against himself. In general it is not conclusive against him, and he may set up as his case that his previous statement was a mistake or even a falsehood, and then the question for those who try the cause is, whether his former statement or his present evidence is more worthy of belief. Much, of course, must depend, on the degree of deliberation with which the former statement was made, and the means which he had at the time of knowing the truth. But though in general a statement is not conclusive against the party who makes it, yet there are exceptions in which the law does not permit the party to avail himself of the inaccuracy of his assertion, and in technical language, he is estopped from setting up the truth against his former statement. "The rule of law," said Lord Denman, in delivering the judgment of the King's Bench, in (a) Hammond v. Anderson, 1 N. R. 69. Pickard v. Sears (a), " is clear, that where one by his words or conduct wilfully causes another to believe the existence "of a certain state of things, and induces him to act on that "belief so as to alter his own previous position, the former is "concluded from averring against the latter a different state "of things as existing at the same time." This is a rule which within the limits applied by law is of great equity; for when parties have agreed to act upon an assumed state of facts, their rights between themselves are justly made to depend on the conventional state of facts, and not on the truth. The reason of the rule ceases at once when a stranger to the arrangement seeks to avail himself of the statements which were not made as a basis for him to act upon. They are for a stranger, evidence against the party making the statement, but no more than evidence which may be rebutted; between the parties they form an estoppel in law. This principle is well illustrated by those cases that at first sight seem inconsistent with the rule of construction already mentioned. Thus in Stonard v. Dunkin (b), in 1810, Knight had agreed to pledge some malt lying in the defendants' warehouse to the plaintiff, and the defendants gave a written acknowledgment that they held the malt for the plaintiff, who had advanced Knight 7,500l. on that security. The plaintiff brought trover for the malt, and the defence was, that Knight had become a bankrupt, and that the property in the malt belonged to his assignees, because it had to be measured before the property would pass; but Lord Ellenborough said, "Whatever "the rule may be between buyer and seller, it is clear the "defendants cannot say to the plaintiff the malt is not yours, "after acknowledging to hold it on his account. By so doing "they attorned to him, and I should entirely overset the "security of mercantile dealings were I now to suffer them "to contest his title." In Hawes v. Watson (c), in 1824, the goods had been twice (a) Pickard v. Sears, 6 A. & E. 474. See also Carr v. L. & N. W. Ry. Co., 44 L. J. C. P. 113; L. R. 10 C. P. 316; and Sale of Goods Act, section 21. (b) Stonard v. Dunkin, 2 Camp. 344. (c) Hawes v. Watson, 2 B. & C. 540. sold, and the first sellers were unpaid. The plaintiffs were bona fide buyers, and had bona fide paid their immediate seller, the first buyer, who had since become a bankrupt. The action was trover, brought against the warehousemen. It was proved that the first sale to the bankrupt was at a certain price per cwt., and that the goods had never been weighed, and the defence was that they remained the property of the first sellers, and not having been the property of the first buyer, could not have been by him rendered the property of the plaintiffs; but it was proved that before the plaintiffs paid the bankrupt, the defendants had signed a note, acknowledging that by order of the bankrupt they had transferred the goods to the account of the plaintiffs. Abbott, C. J., at Nisi Prius, ruled, that whatever might be the rights of the original sellers, the defendants having acknowledged that they held the goods on account of the plaintiffs could not now dispute their title, otherwise they would cause an innocent man to lose his money. The plaintiffs had a verdict, and the Court of King's Bench refused to disturb it. In Gosling v. Birnie (a), in 1831, in the Court of Common Pleas, the partially paid seller of some timber lying on the defendant's wharf had given the buyer notice that if he did not pay the residue of the price the timber should be resold. The seller accordingly did resell the timber to the plaintiff, and gave him a written order on the defendant, at whose wharf the goods lay, to deliver the timber on receiving payment of a sum of money. The defendant, who knew all the facts, received the money, and verbally assented to hold the timber for the plaintiff; then the first buyer paid the seller the balance of the price, and the defendant gave him possession of the timber; for so doing the plaintiff brought an action of trover, to which the defence was that the plaintiff was not the owner of the goods, which were the property of the first buyer. The Court, however, said that whether the resale was void as against the first buyer or not might be a question, but that as against the defendant the case was clear. (a) Gosling v Birnie, 7 Bing. 339. "The "defendant," said Tindal, C. J., "is estopped by his own "admissions, for unless they amount to an estoppel the "word may as well be blotted from the law." In Holl v. Griffin (a), in 1833, one Wilson having goods at a wharfinger's at Stockton-upon-Tees, which were about to be sent to the defendants' wharf in London, obtained an advance from the plaintiff, on the security of the goods, giving him the Stockton wharfinger's receipt and the invoice, and at the same time instructing the defendants to deliver the goods to the plaintiff when they should arrive. The plaintiff showed the wharfinger's receipt to the defendants, who promised to deliver the goods, but refused to do so when they arrived, and the Court held that trover would lie. In Gillett v. Hill (b), in 1834, the defendant, who was a wharfinger, had accepted, without any restriction, a delivery order for twenty sacks of flour given to the plaintiff by a person from whom he had purchased them, and the Exchequer held, that by so doing the wharfinger made evidence against himself that he had twenty specific sacks belonging to the seller, which he appropriated to the order, and that the jury, in an action of trover against the wharfinger, were warranted in finding that the property had been transferred to the buyer in some specific sacks in his custody. It does not appear that the buyer had paid the seller or otherwise altered his condition in consequence of the defendant's acts, so that probably the case did not amount to an absolute estoppel. In Woodley v. Coventry (c), in 1863, Clarke had purchased 350 barrels of flour from the defendants: the flour was lying in the defendants' warehouse and was part of a larger quantity; the 350 barrels so purchased were not separated from the rest. Clarke wishing to raise money, applied to the plaintiffs for an advance, and gave them a delivery order on the defendants. The plaintiffs before making the advance sent a clerk with it to the defendants' warehouse, who made inquiry whether it was "all in order," and was answered "Yes," and (a) Holl v. Griffin, 10 Bing. 246. (c) Woodley v. Coventry, 32 L. J. Ex, 185; 2 H, & C. 164. |