S. 8. on settlement of by such request retained and paid by him on 30th March to the landlord of the assignor for two quarters' rent (not payable in advance) ending, respectively, on 25th March and 24th June (a). So where the consideration, consisting of several Consideration adsums advanced in instalments or at different intervals, is described as a single vanced in sum of money "now paid (b)." On the other hand, a general statement"in instalments. consideration of the payment by the grantee to the grantor of £," is a true statement of money paid months before the execution of the bill of sale, as the Court will not read into the instrument the words "now paid" (c). It is necessary, as we have just seen, that a bill of sale to cover a series of past advances should set forth each individual advance, otherwise the consideration will not be truly stated. This doctrine does not, however, obtain where an Bill of sale arrangement takes place by which new rights and liabilities are substituted for for balance the original rights and liabilities of lender and borrower, so as to result in a cancellation of the previous debts and the creation of a new debt, for "it is a accounts. general rule of law that in every case where a transaction resolves itself into paying money by A to B and then handing it back by B to A, if the parties meet together and agree to set one demand against the other, they need not go through the form and ceremony of handing the money backwards and forwards" (e). A and B had had loan transactions for several years, for which bills of sale had been given and renewed from time to time. Shortly before 21st January, 1879, an unsecured balance of £7,350 was found to be due from A to B, besides £24,000 secured, and £20,000 for which B was liable as surety for A. On 21st January, 1879, a bill of sale was given by A to B to secure the £7,350 and interest, whereby after reciting that B had agreed to lend A £7,350, and that A was otherwise indebted to B as above mentioned, "in pursuance of the agree ment and in consideration of £7,350 now paid by " B to A, which A did thereby acknowledge, A assigned, &c. The £7,350 and interest was made payable on demand in writing. Upon these facts it was held that the consideration was truly stated, on the ground that the deed, as between the parties, was, in the absence of fraud, conclusive evidence that the prior debt was satisfied, and that the legal, and mercantile, and business effect of the transaction was as if there had been a payment to the creditor of £7,350, and a re-advance of that sum on the same terms, although the consideration was not stated with strict accuracy (ƒ). It is not necessary to state the motive or negotiations for the consideration; hence a parol agreement that a bill of sale should not be registered and that a higher sum should, in consequence, be charged as bonus, need not be mentioned; it being necessary and sufficient to set forth the actual bonus (g). (a) Ex parte Rolph; in re Spindler, L. R. 19 Ch. D. 98. (b) Ex parte Carter; in re Threappleton, L. R. 12 Ch. D. 908; Ex parte Berwick; in re Young & Co. 43 L. T, N. S. 576, (e) Spargo's Case, L. R. 8 Ch. 414, per Mellish, L. J. (f) Credit Co. v. Pott, L. R. 6 Q. B. D. 295; cf. Ex parte Berwick; re Young & Co. ubi supra. (g) Ex parte Popplewell; in re (c) Carrard v. Meek, 43 L. T. N. S. 760. Storey, W. N. (1882) 91. S, 9. 9. Where a subsequent bill of sale is executed within or on Avoidance the expiration of seven days after the execution of a prior of certain bills of sale. duplicate unregistered bill of sale, and comprises all or any part of the personal chattels comprised in such prior bill of sale, then, if such subsequent bill of sale is given as a security for the same debt as is secured by the prior bill of sale, or for any part of such debt, it shall, to the extent to which it is a security for the same debt or part thereof, and so far as respects the personal chattels or part thereof comprised in the prior bill, be absolutely void, unless it is proved to the satisfaction of the court having cognizance of the case that the subsequent bill of sale was bona fide given for the purpose of correcting some material error in the prior bill of sale, and not for the purpose of evading this Act. Successive renewals under Act of 1854. Under the Act of 1854 twenty-one days were allowed from the execution of a bill of sale for its registration; until the expiration of such twenty-one days an unregistered bill of sale was perfectly valid. There was nothing in the above Act to prevent the evasion of registration by a series of similar bills of sale successively substituted for each other within periods of twenty-one days; by this device, accordingly, the grantee or holder of an unregistered bill of sale was able to defeat the grantor's execution creditors (a). This expedient, however, could not avail against the grantor's trustee in bankruptcy, unless there was a fresh advance or new consideration on each renewal of the bill of sale; but on such advance or consideration being made or given, registration might have been safely omitted, even as against such trustee in bankruptcy, for a further period of twenty-one days (b). S. 9 of the present Act avoids all duplicate bills of sale for the same debt given for the purpose of evading the statute within or on the expiration of seven days after the execution of a prior unregistered bill of sale-a provision which only applies to bills of sale given before or on the seventh day, not to bills of sale given after the expiration of the seventh day (c). | R. 20 Eq. 786; Ex parte Cohen; in re Sparke, L. R. 7 Ch. 20; Ez parte Payne; in re Cross, L. R. 11 Ch. D. (a) Ramsden v. Lupton, L. R., 9. Q 539. (c) Carrard v. Meek, 43 L. T. N. S. 10. A bill of sale shall be attested and registered under this Act in the following manner: (1.) The execution of every bill of sale shall be attested by a solicitor of the Supreme Court, and the attestation shall state that before the execution of the bill of sale the effect thereof has been explained to the grantor by the attesting solicitor : 1 (2.) Such bill, with every schedule or inventory thereto (3.) If the bill of sale is made or given subject to any contained in the body thereof, such defeasance, con 8. 10. Mode of registering bills of sale, S. 10. Attestation not necessary as between grantor and grantee. Attestation clause. Competency of dition, or declaration shall be deemed to be part of the bill, and shall be written on the same paper or parchment therewith before the registration, and shall be truly set forth in the copy filed under this Act therewith and as part hereof, otherwise the registration shall be void :3 In case two or more bills of sale are given, comprising in whole or in part any of the same chattels, they shall bave priority in the order of the date of their registration respectively as regards such chattels + A transfer or assignment of a registered bill of sale need not be registered, 5 1 The statute must be read as if S. 8 included S. 10 (1) (a); hence, want of due attestation does not avoid a bill of sale as between grantor and grantee, but only as between grantee and grantor's trustee in bankruptcy or liquidation, execution creditors, and assignees for benefit of grantor's creditors (b). S. 10(1) only requires that the attestation clause should state that the prescribed explanation has been given, not that the explanation should in fact be given (c). It would seem, however, that a solicitor who stated in the attestation clause that the explanation had been given, when in fact it had not been given would be liable to civil and penal consequences (d). Any solicitor of the Supreme Court, not being the actual grantor or grantee (e), would seem to be competent to attest a bill of sale; thus, attestation by a solicitor to solicitor not practising on his own account but acting as managing clerk for the attest. grantee's solicitors has been held sufficient (); so, also, has attestation by the grantee's solicitor who prepared the bill of sale (g). Affidavit of due attestation. 2 An affidavit of "its due execution and attestation" filed with a registered bill of sale under S. 10 (2) must state inter alia that the bill of sale was duy attested by the attesting solicitor-i.e., that he was present and witnessed the due execution. An affidavit merely verifying his signature to the attestation (a) Davis v. Goodman, L. R. 5 C. P. D. 128; Conelly v. Steer, L. R. 7 Q. B. D. 520. (b) Ib.; Hill v. Kirkwood, 28 W. R. 358. (c) Ex parte National Mercantile Bank; in re Haynes, L. R. 15 Ch. D. (d) Ib. (e) Seal v. Claridge, L. R. 7 Q. B. D. 516. (f) Hill v. Kirkwool, ubi supra. (g) Penwarden v. Roberts, 30 W. R, 427. clause and describing his residence and occupation is defective, and will therefore invalidate the registration (a). The prescribed form of affidavit will be found in note to S. 21. 8. 10. and occu "Description of the residence and occupation." If a party or attesting Description witness has two or more residences they should be all stated (b); a variance in of residence the number of the street stated in the bill of sale and in the affidavit has been pation. held sufficient to render the registration void (c). "The test is not whether the description affords the fullest means of knowledge, but whether by the use of ordinary care the person mentioned in the description could be found out and identified (d) ;" an error not calculated to mislead will be immaterial. Thus, where the description in the attestation clause was "Ed. Clarke, solicitor, Bloomfield Street, in the City of London "-whilst the description in the affidavit was "I. Ed. Clarke, solicitor, of 16, Bloomfield Street, in the City of London, make oath and say as follows: I reside at Grove House, Acton, in the City of London" it was held that the fact of there being no Acton in the City of London, but only in Middlesex did not invalidate the description, as the words" in the City of London" might be rejected (e). A party's or a witness's occupation, if any, must be correctly stated (f); a party or witness who has no occupation may be described as gentleman where that appellation is not liable to mislead (g), but the absence of an occupation need not be stated (h). The description of the grantor of a bill of sale, who, besides carrying on the business of farmer and auctioneer, sometimes discounted bills as "farmer and auctioneer" was held to be substantial and sufficient (i). It is not strictly necessary that the names of the parties should be set forth in the bill of sale or affidavit; though they must be entered on the register (). Both in the bill of sale and in the affidavit the residence and occupation of the parties should be stated as they then actually exist; it is not proper to state what the grantor has ceased to be or what he intends to be (k); an adequate description, however, of the true grantor will not be vitiated by words which may be rejected as sur(f) Smith v. Cheese, L. R. 1 C. P. D. 60. (a) Sharpe v. Birch, L. R. 8 Q. B. D. 111; Ford v. Kettle, W. N. (1882) 90; Ex parte National Mercantile Bank; in re Haynes, L. R. 15 Ch. D. 42; qy. Ex parte Carter; in re Threappleton, L. R. 12 Ch. D. 908. (b) Wallis v. Smith, W. N. (1882), 77; Cooper v. Ibberson, 44 L. T. N. S. 309. (c) Murray v. Mackenzie, L. R. 10 C. P. 625. (d) Blount v. Harris, L. R. 4 Q. B. D. 605 per Brett, L. J. (e) Ib. cf. Jones v. Harris, L. R. 7 Q. B. 157. (g) Ib. Brodrick v. Seale, L. R. 6 C. P. 98. (h) Ex parte Young; in re Symonds, 42 L. T. N. S. 744. (i) Ex parte National Mercantile Bank; in re Haynes, L. R. 15 Ch. D. 42. (5) Ex parte M'Hattie; in re Wood, L. R. 10 Ch. D. 398; Gardner v. Shaw, 24 L. T. N. S., 319; 19 W. R. 753. (k) Ex parte Wolfe; in re Davey, 44 L. T. N. S. 321. |