judge to

8. Before a deed or transfer is executed in pursuance of a Sanction of public or private sale the religious society or congregation for transfer whose use the land is held shall be notified and the sanction of a judge of the Supreme Court usually exercising jurisdiction in the judicial district in which the land is situated, obtained for the execution of the deed. R.O. c. 35, s. 8; No. 17 of 1898, s. 1.

statement

9. Trustees selling or leasing land under the authority of Annual this Ordinance shall in the month of January in each year at a meeting of the religious society or congregation duly called according to the constitution thereof or according to the practice of the church with which it is connected, have ready and open for the inspection of the said society or congregation and of any and every member thereof a statement showing all rents which accrued during the preceding year and all sums of money in their hands for the use and benefit of the said society or congregation which were in any manner derived from the land under their control or subject to their management or from the proceeds of the sale thereof and also showing the manner in which they may have expended or dealt with the said money or any part thereof. R.O. c. 35, s. 9.

congregation

appointing

trustees

10. When land is granted, transferred or conveyed to Society or trustees for the use of any religious society or congregation and may specify the grant, transfer or deed of conveyance of such land does not manner of specify the manner in which the successors to the trustees succeeding therein named are to be appointed the religious society or congregation for whose use such land is held may at a meeting of the said society or congregation duly called according to the constitution thereof or according to the practice of the church with which it is connected, by the votes of a majority of those persons who by the constitution of the said society or congregation or by the practice of the church with which it is connected are entitled to vote in respect of church business, then present at such meeting, pass a resolution specifying the manner in which the successors of the trustees for the time then being are to be appointed and such resolution indorsed on or annexed to the deed, transfer or conveyance under which the land is held for the use of the said society or congregation signed by the chairman and secretary of the meeting at which the resolution is adopted shall govern and regulate the manner in which the successors of the trustees named in the original grant or conveyance shall be appointed and from and after the passing of such resolution the provisions of this Ordinance shall apply to the said society or congregation and the trustees thereof. R.O. c. 35, s. 10; No. 17 of 1898, s. 1.

11. In the case of a congregation connected with the Pres- Presbyterian byterian Church in Canada for the use or benefit of which congregations land is now held or may hereafter be held by The Board of Exception Management of the Church and Manse Building Fund of the Presbyterian Church in Canada for Manitoba and the NorthWest pursuant to the powers contained in the Act of Parlia

ment of Canada passed in the forty-sixth year of the reign of Her Majesty and chaptered 97, incorporating the said board of management, in the case of any congregation of the said church which has received from the said board a loan under the provisions of the said Act, no resolution passed under the last preceding section shall have any force or be operative until the same has been submitted to the said board of management and the consent thereto of the said board of management has been engrossed in writing under their corporate seal. R.O. c. 35, s. 11.

TITLE V.

RELATING TO MERCANTILE LAW.

CHAPTER 39.

An Ordinance respecting the Sale of Goods.

THE

HE Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows:

SHORT TITLE.

1. This Ordinance may be cited as The Sale of Goods Or- Short title dinance." No. 10 of 1896, s. 60.

INTERPRETATION.

2. In this Ordinance unless the context or subject matter Interpretation otherwise requires :

(a) "Action" includes counterclaim and set off;

(b) "Buyer" means a person who buys or agrees to buy

goods;

(c) "Contract of sale" includes an agreement to sell as well as the sale;

(d)

Delivery" means voluntary transfer of possession
from one person to another;

(e) "Document of title to goods" has the same meaning as
it has in The Factors' Ordinance;

(f) "Factors' Ordinance" means The Factors' Ordinance and any enactment amending or substituted for the

same;

(g) "Fault" means wrongful act or default;

(h) "Future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale;

(i) "Goods" includes all chattels personal other than things in action or money. The term includes implements, industrial growing crops and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale;

(j) "Property" means the general property in goods and not merely a special property;

(k) "Quality of goods" includes their state or condition;
(2) "Sale" includes a bargain and sale as well as a sale
and delivery;

(m) «Seller” means a person who sells or agrees to sell
goods;

(n) "Specific goods" means goods identified and agreed upon at the time a contract of sale is made;

(0) "Warranty" means an agreement with reference to goods which are the subject of a contract of sale but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages but not to a right to reject the goods and treat the contract as repudiated.

(2) A thing is deemed to be done "in good faith" within the meaning of this Ordinance when it is in fact done honestly whether it be done negligently or not.

(3) A person is deemed to be insolvent within the meaning of this Ordinance who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they be come due.

(4) Goods are in a "deliverable state" within the meaning of this Ordinance when they are in such a state that the buyer would under the contract be bound to take delivery of them. No 10 of 1896, s. 58.

PART I.

Sale and agreement to sell

Capacity to buy and sell

FORMATION OF THE CONTRACT.

Contract of Sale.

3. A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration called the price. There may be a contract of sale between one part owner and another.

(2) A contract of sale may be absolute or conditional. (3) Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is called a sale; but where the transfer of the property in the goods is to take place at a future time or subject to some condition thereafter to be fulfilled the contract is called an agreement to sell.

(4) An agreement to sell becomes a sale when the time elapses. or the conditions are fulfilled subject to which the property in the goods is to be transferred. No. 10 of 1896, s. 1.

4. Capacity to buy and sell is regulated by the general law concerning capacity to contract and to transfer and acquire property:

Provided that where necessaries are sold and delivered to an Proviso infant or minor or to a person who by reason of mental incapacity or drunkenness is incompetent to contract he must pay a reasonable price therefor. "Necessaries" in this section means goods suitable to the condition in life of such infant or minor or other person and to his actual requirements at the time of the sale and delivery. No. 10 of 1896, s. 2.

Formalities of the Contract.

sale, how

5. Subject to the provisions of this Ordinance and of any Contract of Ordinance in that behalf a contract of sale may be made in made writing (either with or without seal) or by word of mouth or partly in writing and partly by word of mouth or may be implied from the conduct of the parties:

Provided that nothing in this section shall affect the law re- Proviso lating to corporations. No. 10 of 1896, s. 3.

of sale for $50

6. A contract for the sale of any goods of the value of fifty Contract dollars or upwards shall not be enforceable by action unless and upwards the buyer shall accept part of the goods so sold and actually receive the same or give something in earnest to bind the contract or in part payment or unless some note or memorandum in writing of the contract be made and signed by the party to be charged or his agent in that behalf.

(2) The provisions of this section apply to every such contract notwithstanding that the goods may be intended to be delivered at some future time or may not at the time of such contract be actually made, procured or provided or fit or ready for delivery or some act may be requisite for the making or completing thereof or rendering the same fit for delivery.

(3) There is an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognises a pre-existing contract of sale whether there be an acceptance in performance of the contract or not. No. 10 of 1896, s. 4.

Subject matter of Contract.

7. The goods which form the subject of a contract of sale Existing or may be either existing goods owned or possessed by the seller future goods or goods to be manufactured or acquired by the seller after the making of the contract of sale, in this Ordinance called “future goods.'

(2) There may be a contract for the sale of goods the acquisition of which by the seller depends upon a contingency which may or may not happen.

(3) Where by a contract of sale the seller purports to effect a present sale of future goods the contract operates as an agreement to sell the goods. No. 10 of 1896, s. 5.

8. Where there is a contract for the sale of specific goods Goods which and the goods without the knowledge of the seller have perish

have perished