1. To make a sale or contract, as in section 5 mentioned;

2. To entitle the consignee of goods consigned by such agent to a lien thereon for any money or negotiable security advanced or given by him to or for the use of such agent, or received by the agent for the use of the consignee, in like manner as if such agent were the true owner of the goods;

3. To give validity to any contract or agreement by way of pledge, lien or security bona fide made with such agent, as well for an original loan, advance or payment made upon the security of the goods or documents, as for any further or continuing advance in respect thereof; and

4. To make such contract binding upon the owner of the goods and on all other persons interested therein, notwithstanding the person claiming such pledge or lien had notice that he was contracting only with an agent. R. S. O. 1877, c. 121, s. 2.

session to be

3. Every agent in possession of goods or documents of title Agent in posas aforesaid shall, for the purposes of this Act, be taken to deemed enhave been entrusted there with by the owner, unless the con- trusted. trary is shewn in evidence. R. S. O. 1877, c. 121, s. 3.

ment of title to

4. Any agent entrusted as aforesaid and possessed of any Agent posdocument of title, whether derived immediately from the sessed of docuowner of the goods or obtained by reason of the agent having be deemed enbeen entrusted with the possession of the goods or of any document of title thereto, shall be deemed to be entrusted with sented by it. the possession of the goods represented by such document of title. R. S. O. 1877, c. 121, s. 4.

trusted with goods repre

purchase to be

5. Any person may contract for the purchase of goods with What conany agent entrusted with the possession thereof, or to whom tracts for the same may be consigned, and may receive and pay for the valid. same to such agent; and such contract and payment shall be binding upon the owner of the goods notwithstanding the purchaser has notice that he is contracting only with an agent. R. S. O. 1877, c. 121, s. 5.

valid.

6. In case any person has a valid lien and security on any What congoods or document of title or negotiable security in respect of tracts for lien a previous advance upon a contract with an agent-and in case he delivers up the same to such agent upon a contract for the pledge, lien or security of other goods or of another document or security by such agent delivered to him in exchange, to be held upon the same lien as the goods, document or security so delivered up-then such new contract, if bona fide, shall be deemed a valid contract made in consideration of a present advance of money within this Act, but the lien acquired under such new contract on the goods, document or security deposited

Pledge of document of title to be

in exchange shall not exceed the value of the goods, document or security so delivered up and exchanged. R. S. O. 1877, c. 121, s. 6.

7. All contracts pledging or giving a lien upon any such document of title shall be deemed a pledge of and lien upon the deemed pledge goods to which it relates, and the agent shall be deemed of goods repre- the possessor of the goods or documents of title, whether the same are in his actual custody or are held by any other person for him or subject to his control. R. S. O. 1877, c. 121, s. 7.

sented by it.

Antecedent

debt not to

8. Nc antecedent debt owing from any agent entrusted as authorize lien. aforesaid, shall authorize any lien or pledge in respect of such debt, nor shall it authorize such agent to deviate from any express orders or authority received from his principal. R. S. 0. 1877, c. 121, s. 8.

Contracts

must be bona fide.

Bona fide transactions

bind owners.

9. Such contracts only shall be valid as are herein mentioned, and such loans, advances and exchanges only shall be valid as are made bona fide and without notice that the agent making the same has no authority so to do, or that he is acting mala fide against the owner of the goods. R. S. 0. 1877, c. 121, s. 9.

10. All bona fide loans, advances and exchanges as aforesaid with agents to though made with notice of the agent not being the owner, but without notice of his acting without authority, shall bind the owner and all other persons interested in the goods, document or security, as the case may be. R. S. O. 1877, c. 121, s. 10.

Bona fide loans or advances

when deemed

authorized.

What con

tracts to be

11. Where any loan or advance is bona fide made to an agent entrusted with and in possession of goods or documents of title as aforesaid on the faith of any contract in writing to consign, deposit, transfer or deliver such goods or documents of title, and the same are actually received by the person making the loan or advance, either at the time of the contract or at a time subsequent thereto, without notice that the agent is not authorized to make the pledge or security, such loan or advance shall be deemed a loan or advance upon the security of the goods or documents of title within this Act. 1877, c. 121, s. 11.

R. S. Ó.

12. Every contract, whether made directly with the agent as considered to aforesaid or with any clerk or other person on his behalf, shall be made with be deemed a contract with such agent. R. S. O. 1877, c. 121, s. 12.

agent.

Payments

when deemed advances.

13. Every payment, whether made by money, bills of exchange or other negotiable security, shall be deemed an advance within this Act. R. S. O. 1877, c. 121, s. 13.

14. Nothing herein contained shall lessen, alter or affect the Other liability civil responsibility of any agent for the breach of any duty or to be affected. of agents not contract or the non-fulfilment of his orders or authority, in respect of any such contract, agreement, lien or pledge as aforesaid. R. S. O. 1877, c. 121, s. 14.

[See R. S. C., Cap. 164, ss. 63, 71.]

evidence.

15. The conviction of any agent for a contravention of the Conviction not Act of Canada respecting larceny and other similar offences admissible in shall not be received in evidence in any action against him. R. S. C. c. 164. R. S. O. 1877, c. 121, s. 15.

pledged.

16. Nothing herein contained shall prevent the owner from Owners may redeeming any goods or documents of title pledged as aforesaid, redeem goods at any time before the same have been sold, upon repayment of the amount of the lien thereon or restoration of the securities in respect of which the lien exists, and upon payment or satisfaction to the agent of any sum of money for or in respect of which such agent is entitled to retain the goods or documents, by way of lien against such owner; or shall prevent the owner from recovering from the person with whom any goods or documents have been pledged, or who has any lien thereon, any balance or sum of money remaining in his hands as the produce of the sale of the goods, after deducting the amount of the lien under the contract. R. S. O. 1877, c. 121, s. 16.

the owner against the

bankrupt

agent.

17. In case of the bankruptcy of any such agent, and in case Remedy of the owner of the goods redeems the same, he shall, in respect of the sum paid by him on account of the agent for estate of such redemption, be held to have paid the same for the use of such agent before his bankruptcy, or in case the goods have not been so redeemed, the owner shall be deemed a creditor of the agent for the value of the goods so pledged at the time of the pledge, and may in either case prove for or set-off the sum so paid, or the value of such goods, as the case may be. R. S. O. 1877, c. 121, s. 17.

Limited partnerships may be formed.

Of whom to consist.

General and special part

ners.

General part

ners only to

ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:-

1. Limited partnerships for the transaction of any mercantile, mechanical or manufacturing business within the Province of Ontario, may be formed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and liabilities hereinafter mentioned, but the provisions of this Act shall not be construed to authorize any such partnership for the purpose of banking or making insurance. 1877, c. 122, s. 1.

R. S. O.

2. Such partnerships may consist of one or more persons, who shall be called general partners, and of one or more persons who contribute in actual cash payments a specific capital to the cominon stock, who shall be called special part

ners. R. S. O. 1877, c. 122, s. 2.

sum as

3. General partners shall be jointly and severally responsible as general partners are by law, but special partners shall not be liable for the debts of the partnership beyond the amounts by them contributed to the capital. R. S. O. 1877, c. 122, s. 3.

4. The general partners only shall be authorized to transact transact busi- business and sign for the partnership, and to bind the same. R. S. O. 1877, c. 122, s. 4.

ness, etc.

Certificate to be signed.

5. The persons desirous of forming such partnership shall

make and severally sign a certificate which shall contain

1. The name or firm under which the partnership is to be Contents of. conducted;

2. The general nature of the business intended to be transacted;

3. The names of all the general and special partners interested therein, distinguishing which are general and which are special partners, and their usual places of residence ;

4. The amount of capital stock which each special partner has contributed;

5. The period at which the partnership is to commence and the period at which it will terminate. R. S. O. 1877, c. 122, s. 5.

6. The certificate shall be in the words or to the effect of the Form of. form given in the schedule to this Act, and shall be signed by the several persons forming the partnership, before a Notary Public, who shall duly certify the same. R. S. O. 1877, c. 122,

s. 6.

filed.

7. The certificate so signed and certified shall be filed in the Where to be office of the clerk of the County Court of the county, in which the principal place of business of the partnership is situate, and shall be recorded by him at full length in a book to be for that purpose kept and open to public inspection. R. S. O. 1877, c. 122, s. 7.

not formed

8. No such partnership shall be deemed to have been formed Partnership until a certificate has been made, certified, filed and recorded as until filed. above directed; and if any false statement is made in such certificate, all the persons interested in the partnership shall be liable for all the engagements thereof as general partners. R. S. O. 1877, c. 122, s. 8.

9. Every renewal or continuance of a partnership beyond Certificates of the time originally fixed for its duration, shall be certified, continuance. filed and recorded in the manner herein required for its original formation; and every partnership otherwise renewed or continued, shall be deemed a general partnership. R. S. O. 1877, c. 122, s. 9.

tions to be

10. Every alteration made in the names of the partners, in What alterathe nature of the business, or in the capital or shares thereof, deemed a disor in any other matter specified in the original certificate, shall solution. be deemed a dissolution of the partnership, and every such partnership in any manner carried on after any such alteration has been made, shall be deemed a general partnership, unless renewed as a special partnership, according to the provisions of the next preceding section. R. S. O. 1877, c. 122, s. 10.