It seems convenient, for the purpose of ready reference, to gather in this final chapter the various general provisions which in the statute appear under the heading "Supplementary," as well as the definitions, which in the United King-dam are contained in s. 62 of the statute, but in most of the provinces of Canada are contained in s. 2.

In the United Kingdom and in Ontario the statute is entitled "An Act for codifying the law relating to the Sale of Goods," the short title in the United Kingdom (s. 64) being the Sale of Goods Act, 1893, and in Ontario (s. 1) the Sale of Goods Act, 1920.

The Sale of Goods Act being, like the Bills of Exchange Act, a code, the proper course is in the first instance to examine the language of the statute and to ask what is its natural meaning, uninfluenced by any consideration derived from the previous state of the law. An appeal to earlier decisions can be justified only on special grounds, as, for instance, if a provision of the code is of doubtful import, or if words are found which have previously acquired a technical meaning or been used in a sense other than their ordinary one.

Bank of England v. Vagliano, [1891] A. C. 107, at pp. 144-5, 3 R.C. 695, at pp. 728-9 (Bills of Exchange Act); Robinson v. Canadian Pacific Ry. Co., [1892] A. C. 481, at p. 487 (Civil Code of Lower Canada).

In the United Kingdom the interpretation section of the Sale of Goods Act (s. 62) begins with the words "In this Act, unless the context or subject-matter otherwise requires," whereas in Ontario the words are simply "In this Act," because in Ontario it is provided by the Interpretation Act, R.S.O. 1914, c. 1, ss. 2 and 3, that an interpretation section or provision in an Act shall apply except in so far as it

(a) is inconsistent with the intent or object of such Act; or

(b) would give to any word, expression or clause of any Act an interpretation inconsistent with the context; or

(c) is in any such Act declared not applicable thereto. In Ontario the Sale of Goods Act (s. 2) provides as follows, the definitions in the original statute (s. 62) being in the same terms, except as hereinafter noted:

2. In this Act (a) "Action" shall include counterclaim and set off; [In the United Kingdom it is provided by s. 62:

"Action includes counterclaim and set-off, and in Scotland condescendence and claim and compensation. "Bailee" in Scotland includes custodier]

(b) "Buyer" shall mean a person who buys or agrees to buy goods;

(c) "Contract of sale" shall include an agreement to sell as well as a sale;

In the United Kingdom it is provided:

"Defendant" includes in Scotland defender, respondent, and claimant in multiple-poinding.

(d) "Delivery" shall mean voluntary transfer of possession from one person to another;

(e) "Document of title" shall include any bill of lading and warehouse receipt, as defined by the Mercantile Law Amendment Act, any 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, either by endorsement or delivery, the possessor of the document to transfer or receive goods thereby represented; [In the United Kingdom it is provided:

"Document of title to goods" has the same meaning as it has in the Factors Acts. "Factors Acts" means the Factors Act, 1889; the Factors (Scotland) Act, 1890, and any enactment amending or substituted for the same].

(f) "Fault" shall mean wrongful act or default; [In the United Kingdom it is provided: "Future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale. This definition is also contained in Ont. s. 7; U.K. s. 5]. (h) "Goods" shall include all chattels personal other than things in action and money; and shall include emblements, 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; [In the United Kingdom it is provided: "Lien" in Scotland includes right of retention], (i) "Plaintiff" shall include a defendant counter-claiming ; [In the United Kingdom it is provided: "Plaintiff" includes pursuer, complainer, claimant in a multiple-poinding, and defendant or defender counterclaiming].

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

(k) "Quality of goods" shall include their state or condition;

(1) "Sale" shall include a bargain and sale as well as a sale and delivery;

(m) "Seller" shall mean a person who sells or agrees to sell goods;

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

(o) "Warranty" shall mean 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 repud iated.

[In the United Kingdom this definition applies only to England and Ireland. As regards Scotland, it is provided that a breach of warranty shall be deemed to be a failure to perform a material part of the contract.]

The Sale of Goods Act (Ont. s. 2; U.K. s. 62) provides:

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

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

[In the United Kingdom the following words are added at the end of sub-s. 3:

"Whether he has committed an act of bankruptcy or not and whether he has become a notour bankrupt or not."]

(4) Goods shall be deemed to be in a "deliverable state" within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.

The Sale of Goods Act (Ont. s. 54; U.K. s. 55) provides:

54. Where any right, duty or liability would arise under a contract of sale by implication of law, it may be negatived or varied by express agreement or by the course of dealing between the parties, or by usage, if the usage be such as to bind both parties to the contract.

The Sale of Goods Act (Ont. s. 55; U.K. s. 56) provides:

55. Where by this Act any reference is made to a "reasonable time," the question what is a reasonable time is a question of fact.

The Sale of Goods Act (Ont. s. 46; U.K. s. 57) provides:

56. Where any right, duty or liability is declared by this Act, it may, unless otherwise by this Act provided, be enforced by action.

The Sale of Goods Act (Ont. s. 57; U.K. s. 58) provides:

57. In case of a sale by auction (a) where goods are put up for sale in lots, each lot is prima facie deemed to be the subject of a separate contract of sale ;

(6) a sale is complete when the auctioneer announces its completion by the fall of the hammer or in any other customary manner; and until such announcement is made any bidder may retract his bid;

(c) Where a sale is not notified to be subject to a right to bid on behalf of the seller, it shall not be lawful for the seller to bid himself or to employ any person to bid at such sale, or for the auctioneer knowingly to take any bid from the seller or any such person; and any sale contravening this rule may be treated as fraudulent by the buyer;

(d) a sale may be notified to be subject to a reserved or upset price, and a right to bid may also be reserved expressly by or on behalf of the seller,

(e) where a right to bid is expressly reserved, but not otherwise, the seller, or any one person on his behalf, may bid at the auction.

If at a sale of goods by auction two or more intending buyers, with the object of keeping down the price, agree that they will not bid against each other, but that one of them only shall bid, and that the goods bought by him shall be shared between them, that agreement is not unenforceable as being against public policy.

Rawlings v. General Trading Co., [1921] W. N. 23, C.A., reversing [1920] 3 K.B. 30.

There is another kindred matter in connection with which the common law courts took a stricter view than the courts of equity, namely the employment of a puffer at an auction. But this conflict was ended by the Sale of Land by Auction Act, 1867, which provided that the common law rule should prevail; and the provisions of that statute have since been extended to sales of goods by auction by the section of the Sale of Goods Act above quoted.

Rawlings v. General Trading Co., [1920] 3 K.B. 30.

It is provided in Ontario by the Law and Transfer of Property Act, R.S.O. 1914, c. 109, ss. 51-54, as follows:

51. Unless in the particulars or conditions of sale by auction of any land it is stated that such land will be subject to a reserved price, or to a right of the seller to bid, the sale shall be deemed to be without reserve.

52. Upon any sale of land by auction, without reserve, it shall not be lawful for a seller or for a puffer to bid at such sale, or for the auctioneer to take, knowingly, any bidding from the seller or from a puffer.

53. Upon any sale of land by auction, subject to a right for the seller to bid, it shall be lawful for the seller or any one puffer to bid at such auction in such manner as the seller may think proper.

54. Nothing in the next preceding three sections shall authorize any seller to become the purchaser at the sale.

The Sale of Goods Act (Ont. s. 58; U.K. s. 61) provides: 58. - (1) The rules of the common law, including the law merchant, save in so far as they are inconsistent with the express provisions of this Act, and in particular the rules relating to the law of principal and agent and the effect of fraud, misrepresentation, duress or coercion, mistake or other invalidating cause, shall continue to apply to contracts for the sale of goods.

(2) Nothing in this Act shall affect enactments relating to conditional sales, bills of sale or chattel mortgages, or any enactment relating to the sale of goods which is not expressly repealed by this Act.

(3) The provisions of this Act relating to contracts of sale do not apply to any transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge or other security.

In the United Kingdom the provisions just quoted form sub-ss. 2, 3 and 4 of s. 61, the words "conditional sales" in sub-s. 2 of the Ontario section being omitted, and the following being sub-ss. 1 and 5:

61. - (1) The rules in bankruptcy relating to contracts of sale shall continue to apply thereto, notwithstanding anything in this Act contained.

(5) Nothing in this Act shall prejudice or affect the landlord's right of hypothec or sequestration for rent in Scotland.

In Ontario the Sale of Goods Act provides:

59. The following enactments are repealed, namely: Section 12 of The Statute of Frauds, being chapter 102 of the Revised Statutes of Ontario, 1914; Sections 9, 10 and 11 of The Factors Act, being chapter 137 of the Revised Statutes of Ontario, 1914; but such repeal shall not affect anything done or conferred, or any right, title or interest agreed upon before the commencement of this Act or any legal proceedings in respect of such right, title interest. In the United Kingdom the corresponding section (s. 60), repeals, subject to similar proviso, an Act against Brokers (1 Jac. 1, c. 12), ss. 15 and 16 (commonly cited as ss. 16 and 17) of the Statute of Frauds, s. 7 of Lord Tenterden's Act (9 Geo. 4, c. 14), ss. 1-5 of the Mercantile Law Amendment (Scotland) Act, 1856, and ss. 1 and 2 of the Mercantile Law Amendment Act, 1856.

In the United Kingdom, under s. 63 of the Sale of Goods Act, the statute came into operation on the 1st of January, 1894. In Ontario, under s. 60, the statute came into operation on the 1st of July, 1920.