Factors Act

(1) In this Act,

"document of title" includes a bill of lading, dock warrant, warehouse keeper’s certificate or warrant or order for the delivery of goods and any other document used in the ordinary course of business as proof of the possession or control of goods or authorizing or purporting to authorize by endorsement or delivery the possessor of the document to transfer or receive goods represented by that document; (titre représentatif des marchandises)

"goods" includes wares and merchandise; (marchandises)

"mercantile agent" means a mercantile agent having, in the customary course of his or her business as a mercantile agent, authority to sell goods or to consign goods for the purpose of sale or to buy goods or to raise money on the security of goods; (agent de commerce)

"pledge" includes a contract pledging or giving a lien or security on goods whether in consideration of an original advance or of any further or continuing advance or of any pecuniary liability; (gage)

"Registry" means the Personal Property Registry established by the Personal Property Security Act; (réseau d'enregistrement)

"security agreement" means a security agreement as defined in the Personal Property Security Act; (contrat de sûreté)

"security interest" means a security interest as defined in the Personal Property Security Act. (sûreté)

(2) A person shall be deemed to be in possession of goods or of the documents of title to goods where the goods or documents are in the actual custody of the person or are held by any other person subject to his or her control or for the person or in his or her behalf. S.N.W.T. 1994,c.8,s.78(2).

(1) Where a mercantile agent is, with the consent of the owner, in possession of goods or of the documents of title to goods, any sale, pledge or other disposition of the goods made by the mercantile agent when acting in the ordinary course of business of a mercantile agent is, subject to this Act, as valid as if the mercantile agent were expressly authorized by the owner of the goods to make the disposition, if the person taking under the disposition acts in good faith and does not have, at the time of the disposition, notice that the person making the disposition does not have the authority to make the disposition.

(2) Where a mercantile agent has, with the consent of the owner, been in possession of goods or of the documents of title to goods, any sale, pledge or other disposition that would have been valid if the consent had continued, is valid notwithstanding the termination of the consent, if the person taking under the disposition does not have at the time of the disposition notice that the consent has been terminated.

(3) Where a mercantile agent has obtained possession of any documents of title to goods by reason of his or her being or having been, with the consent of the owner, in possession of the goods represented by those documents or of any other documents of title to the goods, his or her possession of the first-mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the owner.

(4) For the purposes of this Act, the consent of the owner shall be presumed in the absence of evidence to the contrary. S.N.W.T. 2003,c.5,Sch.D,s.1.

(1) The consideration necessary for the validity of a sale, pledge or other disposition of goods under this Act may be

(2) If goods are pledged by a mercantile agent in consideration of the delivery or transfer of other goods, a document of title to goods, or a negotiable security, the pledgee acquires no right or interest in the goods pledged in excess of the value of the goods, document or security when delivered or transferred in exchange. S.N.W.T. 2003,c.5,Sch.D,s.3.

(1) Where the owner of goods

and the consignee of the goods has not had notice that such person is not the owner of the goods, the consignee, in respect of advances made to or for the use of that person, has the same lien on the goods as if that person were the owner of the goods and may transfer the lien to another person.

(2) Nothing in subsection (1) limits or affects the validity of a sale, pledge or disposition by a mercantile agent.

(1) If a person having sold goods continues or is in possession of the goods or of the documents of title to the goods, the delivery or transfer of the goods or documents of title by that person, or by a mercantile agent acting for that person, under a sale, pledge or other disposition or under an agreement for a sale, pledge or other disposition, to a person receiving the goods or documents of title in good faith and without notice of the previous sale of the goods, has the same effect as if the person making the delivery or transfer were expressly authorized by the owner of the goods to make the disposition.

(2) Subsection (1) does not apply to a sale, pledge or other disposition of goods or of a document of title to goods, other than a negotiable document of title to goods, that is out of the ordinary course of business of the person having sold the goods where, prior to the sale, pledge or other disposition, the interest of the owner of the goods is registered in the Registry in accordance with regulations made under the Personal Property Security Act.

(3) The interest of an owner referred to in subsection (2) may be registered in the Registry and Part IV of the Personal Property Security Act applies to the registered interest with such modifications as the circumstances require. S.N.W.T. 1994,c.8, s.78(4); S.N.W.T. 2003,c.5,Sch.D,s.4.

(1) If a person who has bought or agreed to buy goods obtains possession of the goods or the documents of title to the goods with the consent of the seller, the delivery or transfer of the goods or documents of title by that person, or by a mercantile agent acting for that person, under a sale, pledge or other disposition or under an agreement for a sale, pledge or other disposition, to a person receiving the goods or documents in good faith and without notice of a lien or other right of the original seller in respect of the goods, has the same effect as if the person making the delivery or transfer was a mercantile agent in possession of the goods or documents of title with the consent of the owner.

(2) Subsection (1) does not apply to a sale, pledge or other disposition of goods or of documents of title to goods by a person who has obtained possession of the goods pursuant to a security agreement under which the seller has a security interest. S.N.W.T. 1994, c.8,s.78(5); S.N.W.T. 2003,c.5,Sch.D,s.5.

(1) Nothing in this Act authorizes an agent to exceed or depart from his or her authority as between the agent and his or her principal or exempts the agent from any civil or criminal liability for doing so.

(2) Nothing in this Act prevents the owner of goods from

(3) Nothing in this Act prevents the owner of goods sold by an agent from recovering from the buyer the price agreed to be paid for the goods or any part of that price subject to any right of set-off on the part of the buyer against the agent. S.N.W.T. 2003,c.5,Sch.D,s.6.