Held, the buyer was not under duress in making the payment, as is the case where one pays to get possession of his own goods, because they were not the buyer's goods. Accd., Rylance v. Jas. Walker Co., 129 Md. 475, 99 Atl. 597.

Risk of loss on buyer despite seller's reservation of title through taking bill of lading in his own name. Had been previously decided, however, that title had in fact passed to buyer. Smith Co. v. Marano, 267 Pa. 107, 110 Atl. 94, 10 A. L. R. 697.

See also the Uniform Bills of Lading Act, Section 40.

(4.) Where the seller of goods draws on the buyer for the price and transmits the bill of exchange and bill of lading together to the buyer to secure acceptance or payment of the bill of exchange, the buyer is bound to return the bill of lading if he does not honor the bill of exchange, and if he wrongfully retains the bill of lading he acquires no added right thereby. If, however, the bill of lading provides that the goods are deliverable to the buyer or to the order of the buyer, or is indorsed in blank, or to the buyer by the consignee named therein, one who purchases in good faith, for value, the bill of lading, or goods from the buyer will obtain the property in the goods, although the bill of exchange has not been honored, provided that such purchaser has received delivery of the bill of lading indorsed by the consignee named therein, or of the goods, without notice of the facts making the transfer wrongful.

Section 21.-Sale by Auction.-In the case of sale by auction

(1.) Where goods are put up for sale by auction in lots, each lot is the subject of a separate contract of sale.

(2.) A sale by auction is complete when the auctioneer announces its completion by the fall of the hammer, or in other customary manner. Until such announcement is made, any bidder may retract his bid; and the auctioneer may withdraw the goods from sale unless the auction has been announced to be without reserve.

(3.) A right to bid may be reserved expressly by or on behalf of the seller.

(4.) Where notice has not been given that a sale by auction is 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 or induce any person to bid at such sale on his behalf, or for the auctioneer to employ or induce any person to bid at such sale on behalf of the seller or knowingly to take any bid from the seller or any person employed by him. Any sale contravening this rule may be treated as fraudulent by the buyer.

Section 22.-Risk of Loss.-Unless otherwise agreed, the goods remain at the seller's risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer the goods are at the buyer's risk whether delivery has been made or not, except that

(a.) Where delivery of the goods has been made to the buyer, or to a bailee for the buyer, in pursuance of the contract and the property in the goods has been retained by the seller merely to secure performance by the buyer of his obligations under the contract, the goods are at the buyer's risk from the time of such delivery.

(b.) Where delivery has been delayed through the fault of either buyer or seller the goods are at the risk of the party in fault as regards any loss which might not have occurred but for such fault.

TRANSFER OF TITLE

Section 23.-Sale by a Person Not the Owner.—(1.)` Subject to the provisions of this act, where goods are sold by a person who is not the owner thereof, and who does not sell them under the authority or with the consent of the owner, the buyer acquires no better title to the goods than the seller had, unless the owner of the goods is by his conduct precluded from denying the seller's authority to sell.

(2.) Nothing in this act, however, shall affect

(a.) The provisions of any factors' acts, recording

acts, or any enactment enabling the apparent owner of goods to dispose of them as if he were the true owner thereof.

(b.) The validity of any contract to sell or sale under any special common law or statutory power of sale or under the order of a court of competent jurisdiction.

This does not change the common law rule in respect to sale of negotiable instruments. Pratt v. Higginson, 230 Mass. 256, purchaser of stolen bonds protected. Brown v. Perera, 176 N. Y. S. 215, purchaser of stolen foreign money protected.

Entrusting a chauffeur with possession of automobile for purpose of shipment to another place does not permit the chauffeur to vest title in a bona fide purchaser. Canales v. Earl, 168 N. Y. S. 725.

One who has a voidable title, secured by fraud, can vest a purchaser without notice of the defect with a good title, citing Kingsford v. Merry, 1 H. & N. 503; B. & O. S. W. Ry. v. Good, 82 O. S. 278, 92 N. E. 435.

One who buys goods from a thief and sells them himself is liable to the true owner for conversion. Reichard v. Hutton, 142 N. Y. S. 935, 158 App. Div. 122.

Section 24.-Sale by One Having a Voidable Title.Where the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith, for value, and without notice of the seller's defect of title.

One who took the goods in good faith, but in payment of a preexisting debt, was held not to be within this rule (the Act was not expressly mentioned). W. G. Ward Co. v. American etc. Co., 247 Pa. 267.

Section 25.-Sale by Seller in Possession of Goods Already Sold.-Where a person having sold goods continues in possession of the goods, or of negotiable documents of title to the goods, the delivery or transfer by that person, or by an agent acting for him, of the goods or documents of title under any sale, pledge, or other disposition thereof, to any person receiving and paying value for the same in good faith and without notice of the previous sale, shall have the same effect as if the person making the delivery or transfer were expressly authorized by the owner of the goods to make the same.

In Urbansky v. Kutinsky, 86 Conn. 22, where the action was be tween the parties themselves, it was left to the jury to say whether title had not passed despite the seller's retention of actual possession. The act was not mentioned in this connection.

As between the parties, title passes, Patchin v. Rowell, 86 Conn. 372, 85 Atl. 511; Hallet & Davis Piano Co. v. Starr Piano Co., 85 O. S. 196, 97 N. E. 377.

As to third parties, "It is the general holding that there must be not only a delivery to the vendee claiming the goods, but there must be an actual and visible change of possession." Act not cited. Hallet & Davis Piano Co. v. Starr Piano Co., 85 O. S. 196, 97 N. E. 377.

Section 26.-Creditors' Rights Against Sold Goods in Seller's Possession.-Where a person having sold goods continues in possession of the goods, or of negotiable documents of title to the goods and such retention of possession is fraudulent in fact or is deemed fraudulent under any rule of law, a creditor or creditors of the seller may treat the sale as void.

Title passes as between the parties despite seller's retention of possession, but "can not stand against a subsequent attaching creditor without notice." Patchin v. Rowell, 86 Conn. 372, 85 Atl. 511.

Section 27.-Definition of Negotiable Documents of Title.-A document of title in which it is stated that the goods referred to therein will be delivered to the bearer, or to the order of any person named in such document is a negotiable document of title.

A certificate of stock is not within the meaning of this Act. Millard v. Green, Conn., 110 Atl. 177, 9 A. L. R. 1610.

Section 28.-Negotiation of Negotiable Documents by Delivery. A negotiable document of title may be negotiated by delivery,—

(a.) Where by the terms of the document the carrier, warehouseman or other bailee issuing the same undertakes to deliver the goods to the bearer, or

(b.) Where by the terms of the document the carrier, warehouseman or other bailee issuing the same undertakes to deliver the goods to the order of a specified per

son, and such person or a subsequent indorsee of the document has indorsed it in blank or to bearer.

Where by the terms of a negotiable document of title the goods are deliverable to bearer or where a negotiable document of title has been indorsed in blank or to bearer, any holder may indorse the same to himself or to any other specified person, and in such case the document shall thereafter be negotiated only by the indorsement of such indorsee.

Section 29.-Negotiation of Negotiable Documents by Indorsement.-A negotiable document of title may be negotiated by the indorsement of the person to whose order the goods are by the terms of the document deliverable. Such indorsement may be in blank, to bearer or to a specified person. If indorsed to a specified person, it may be again negotiated by the indorsement of such person in blank, to bearer or to another specified person. Subsequent negotiation may be made in like manner.

Section 30.-Negotiable Documents of Title Marked "Not Negotiable."-If a document of title which contains an undertaking by a carrier, warehouseman or other bailee to deliver the goods to the bearer, to a specified person or order, or to the order of a specified person, or which contains words of like import, has placed upon it the words "not negotiable," "non-negotiable" or the like, such a document may nevertheless be negotiated by the holder and is a negotiable document of title within the meaning of this act. But nothing in this act contained shall be construed as limiting or defining the effect upon the obligations of the carrier, warehouseman, or other bailee issuing a document of title of placing thereon the words "not negotiable," "non-negotiable," or the like.

Section 31.-Transfer of Non-Negotiable Documents.— A document of title which is not in such form that it can