{"id":"tas:act-1891-004","name":"Factors Act 1891","slug":"factors-act-1891","collection":"act","jurisdiction":"tas","status":"in_force","isInForce":true,"actNumber":"4 of 1891","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":110843,"registerId":"tas-act-1891-004-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"### 1 Short title\n\n> This Act may be cited as the [Factors Act 1891](/view/html/inforce/2026-04-12/act-1891-004) .","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"### 2 Commencement\n\n> *\\[Section 2 Amended by 25 Geo. V No. 78 \\]*This Act shall commence on 1st January 1892.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Interpretation","content":"### 3 Interpretation\n\n> *\\[Section 3 Amended by 25 Geo. V No. 78 \\]*In this Act, unless the contrary intention appears –\n> \n> > > (a) the expression ***mercantile agent*** shall mean a mercantile agent having in the customary course of his business as such agent authority either 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;\n> > \n> > > (b) 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 his actual custody, or are held by any other person subject to his control or for him or on his behalf;\n> > \n> > > (c) the expression ***goods*** shall include wares and merchandise;\n> > \n> > > (d) the expression ***document of title*** shall include any bill of lading, warehouse-keeper's certificate, and 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 by delivery the possessor of the document to transfer or receive goods thereby represented;\n> > \n> > > (e) the expression ***pledge*** shall include any 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.","sortOrder":2},{"sectionNumber":"4.","sectionType":"section","heading":null,"content":"### 4.\n\n*\\[Section 4 Repealed by 25 Geo. V No. 78 \\]*","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Powers of mercantile agent with respect to disposition of goods","content":"### 5 Powers of mercantile agent with respect to disposition of goods\n\n> > (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 him when acting in the ordinary course of business of a mercantile agent shall, subject to the provisions of this Act, be as valid as if he were expressly authorized by the owner of the goods to make the same: Provided that the person taking under the disposition acts in good faith, and has not at the time of the disposition notice that the person making the disposition has not authority to make the same.\n> \n> > (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 which would have been valid if the consent had continued shall be valid notwithstanding the determination of the consent: Provided that the person taking under the disposition has not at the time thereof notice that the consent has been determined.\n> \n> > (3)  Where a mercantile agent has obtained possession of any documents of title to goods by reason of his being or having been, with the consent of the owner, in possession of the goods represented thereby, or of any other documents of title to the goods, his possession of the first-mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the owner.\n> \n> > (4)  For the purposes of this Act the consent of the owner shall be presumed in the absence of evidence to the contrary.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Effect of pledges of documents of title","content":"### 6 Effect of pledges of documents of title\n\n> A pledge of the documents of title to the goods shall be deemed to be a pledge of the goods.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Pledge for antecedent debt","content":"### 7 Pledge for antecedent debt\n\n> Where a mercantile agent pledges goods as security for a debt or liability due from the pledgor to the pledgee before the time of the pledge, the pledgee shall acquire no further right to the goods than could have been enforced by the pledgor at the time of the pledge.","sortOrder":6},{"sectionNumber":"8","sectionType":"section","heading":"Rights acquired by exchange of goods or documents","content":"### 8 Rights acquired by exchange of goods or documents\n\n> The consideration necessary for the validity of a sale, pledge, or other disposition of goods in pursuance of this Act may be either a payment in cash, or the delivery or transfer of other goods, or of a document of title to goods, or of a negotiable security, or any other valuable consideration; but where goods are pledged by a mercantile agent in consideration of the delivery or transfer of other goods, or of a document of title to goods, or of a negotiable security, the pledgee shall acquire no right or interest in the goods so pledged in excess of the value of the goods, documents, or security when so delivered or transferred in exchange.","sortOrder":7},{"sectionNumber":"9","sectionType":"section","heading":"Agreements through clerks, &c.","content":"### 9 Agreements through clerks, &c.\n\n> For the purposes of this Act, an agreement made with a mercantile agent through a clerk or other person authorized in the ordinary course of business to make contracts of sale or pledge on his behalf, shall be deemed to be an agreement with the agent.","sortOrder":8},{"sectionNumber":"10","sectionType":"section","heading":"Provisions as to consignors and consignees","content":"### 10 Provisions as to consignors and consignees\n\n> > (1)  Where the owner of goods has given possession of the goods to another person for the purpose of consignment or sale, or has shipped the goods in the name of another person, and the consignee of the goods has not had notice that such person is not the owner of the goods, the consignee shall, in respect of advances made to or for the use of such person, have the same lien on the goods as if such person were the owner of the goods, and may transfer any such lien to another person.\n> \n> > (2)  Nothing in this section shall limit or affect the validity of any sale, pledge, or disposition by a mercantile agent.","sortOrder":9},{"sectionNumber":"11","sectionType":"section","heading":"Disposition by seller remaining in possession","content":"### 11 Disposition by seller remaining in possession\n\n> Where 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 by that person, or by a mercantile agent acting for him, of the goods or documents of title under any sale, pledge, or other disposition thereof, or under any agreement for sale, pledge, or other disposition thereof, to any person receiving 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.","sortOrder":10},{"sectionNumber":"12","sectionType":"section","heading":"Disposition by buyer obtaining possession","content":"### 12 Disposition by buyer obtaining possession\n\n> Where a person, having bought or agreed to buy goods, obtains, with the consent of the seller, possession of the goods or the documents of title to the goods, the delivery or transfer by that person, or by a mercantile agent acting for him, of the goods or documents of title under any sale, pledge, or other disposition thereof, or under any agreement for sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of any lien or other right of the original seller in respect of the goods, shall have the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.","sortOrder":11},{"sectionNumber":"13","sectionType":"section","heading":"Effect of transfer of documents, or vendor's lien, or right of stoppage in transitu","content":"### 13 Effect of transfer of documents, or vendor's lien, or right of stoppage in transitu\n\n> Where a document of title to goods has been lawfully transferred to a person as a buyer or owner of the goods, and that person transfers the document to a person who takes the document in good faith and for valuable consideration, the last-mentioned transfer shall have the same effect for defeating any vendor's lien or right of stoppage *in transitu* as the transfer of a bill of lading has for defeating the right of stoppage *in transitu*.","sortOrder":12},{"sectionNumber":"14","sectionType":"section","heading":"Mode of transferring documents","content":"### 14 Mode of transferring documents\n\n> For the purposes of this Act the transfer of a document may be by endorsement, or, where the document is by custom or by its express terms transferable by delivery, or makes the goods deliverable to the bearer, then by delivery.","sortOrder":13},{"sectionNumber":"15","sectionType":"section","heading":"Saving of rights of true owner","content":"### 15 Saving of rights of true owner\n\n> > (1)  Nothing in this Act shall authorize an agent to exceed or depart from his authority as between himself and his principal, or exempt him from any liability, civil or criminal, for so doing.\n> \n> > (2)  Nothing in this Act shall prevent the owner of goods from recovering the goods from an agent or his trustee in bankruptcy at any time before the sale or pledge thereof, or shall prevent the owner of goods pledged by an agent from having the right to redeem the goods at any time before the sale thereof, on satisfying the claim for which the goods were pledged, and paying to the agent, if by him required, any money in respect of which the agent would by law be entitled to retain the goods or the documents of title thereto, or any of them, by way of lien as against the owner; or from recovering from any person with whom the goods have been pledged any balance of the money remaining in his hands as the produce of the sale of the goods after deducting the amount of his lien.\n> \n> > (3)  Nothing in this Act shall prevent the owner of goods sold by an agent from recovering from the buyer the price agreed to be paid for the same, or any part of that price, subject to any right of set-off on the part of the buyer against the agent.","sortOrder":14},{"sectionNumber":"16","sectionType":"section","heading":"Saving of common law powers of agent","content":"### 16 Saving of common law powers of agent\n\n> The provisions of this Act shall be construed in amplification and not in derogation of the powers exercisable by an agent independently of this Act.","sortOrder":15},{"sectionNumber":"SCHEDULE 1","sectionType":"part","heading":"SCHEDULE 1","content":"# SCHEDULE 1 SCHEDULE 1\n\n[Section 4](#GS4@EN)\n\n| Reference to Act | Title |\n| 4 Geo. IV, c. 83 | An Act for the better protection of the Property of Merchants and others who may hereafter enter into Contracts or Agreements in relation to Goods, Wares, or Merchandizes entrusted to Factors or Agents. |\n| 6 Geo. IV, c. 94 | An Act to alter and amend an Act for the better protection of the Property of Merchants and others who may hereafter enter into Contracts or Agreements in relation to Goods, Wares, or Merchandize entrusted to Factors or Agents. |","sortOrder":16},{"sectionNumber":"SCHEDULE 2","sectionType":"part","heading":"SCHEDULE 2","content":"# SCHEDULE 2 SCHEDULE 2\n\n[Section 4](#GS4@EN)\n\n| Reference to Act | Title |\n| 32 Vict. No. 13 | An Act to amend the law relating to Advances made to Agents entrusted with Goods. |","sortOrder":17}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains focused on its original purpose: regulating dispositions of goods by mercantile agents and protecting bona fide purchasers. While amended in 1935 (25 Geo. V No. 78) to repeal section 4 and modify commencement and interpretation provisions, the core scope has not expanded beyond commercial agency relationships and document of title transactions."},"complexity_factors":["5 defined terms in the interpretation section (mercantile agent, goods, document of title, pledge, possession)","Multiple conditional provisos using 'provided that' language creating layered exceptions","Cross-references between sections (e.g., section 5(3) references 'purposes of this Act')","Deeming provisions that create legal fictions (e.g., possession deemed with consent, pledge of documents deemed pledge of goods)","Interaction with common law principles preserved in section 16, requiring dual knowledge of statute and case law","Specific commercial scenarios requiring factual distinctions (consignment vs. sale, antecedent debt vs. new advance, continuing possession vs. terminated consent)"],"plain_english_summary":"This law protects people who buy goods from business agents (mercantile agents) in good faith, even if the agent didn't actually have permission from the owner to sell them.\n\n**What it does:**\n- **Protects innocent buyers**: If you buy goods from a business agent (like a dealer, broker, or consignment seller) who normally has authority to sell such goods, your purchase is valid—even if the agent was secretly exceeding their actual authority or acting without the owner's permission. This applies as long as you didn't know the agent lacked authority.\n- **Covers various transactions**: The protection extends to sales, pledges (using goods as security for a loan), and other dispositions of goods or documents of title (legal paperwork proving ownership, like warehouse receipts or bills of lading).\n- **Addresses specific situations**: It also covers cases where:\n  - A seller keeps possession of goods after selling them, then wrongly sells them again to an innocent buyer\n  - A buyer gets possession of goods before paying for them, then wrongly sells them to someone else\n  - Documents of title are transferred through normal business channels\n\n**Who it affects:**\n- **Business agents** (factors, brokers, consignment sellers) who handle goods for others\n- **Buyers and lenders** who deal with these agents\n- **Owners of goods** who entrust their property to agents for sale\n\n**Why it matters:**\nBefore this law, if an agent sold goods they weren't supposed to sell, the innocent buyer could lose both the goods and their money. This Act creates a balance: owners still have rights against their rogue agents, but innocent third parties who deal with agents in the ordinary course of business are protected. This makes commercial transactions safer and more predictable.\n\n**Key limits:**\n- The buyer must act in **good faith** (honestly) and without **notice** (knowledge) that the agent lacked authority\n- Owners can still recover goods from the agent before they're sold, or redeem pledged goods by paying off the debt\n- The Act doesn't protect the agent from liability to the owner for exceeding their authority"},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"Based on the available information, the Act appears to retain its original 19th-century scope — regulating the authority of mercantile agents (factors) to deal with goods and documents of title entrusted to them. No significant expansion or contraction of scope is evident from the amendment history, though its practical relevance has narrowed due to the development of modern commercial and personal property law."},"complexity_factors":["Archaic Victorian-era legal language requiring interpretation","Specialist commercial law concepts (factors, pledges, bills of lading, documents of title) unfamiliar to modern readers","Interaction with and partial supersession by modern federal legislation (e.g., Personal Property Securities Act 2009)","Distinguishing between different types of agency relationships and the scope of an agent's authority","Limited amendment history means no modernising clarifications have been made to the text","Relatively short Act but dense with implied legal principles built up through case law over 130+ years"],"plain_english_summary":"The Factors Act 1891 (Tasmania) protects innocent third parties who deal in good faith with a \"factor\" — a commercial agent entrusted with goods or documents of title — by validating sales or pledges made by that agent even if they act dishonestly or beyond their authority.  \n\nIt matters for merchants, agents, buyers and lenders by providing commercial certainty, though the Act is very old and much of its practical role has been overtaken by newer laws."},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"The Act principally codifies rules about dispositions by mercantile agents and the protection of good‑faith takers while preserving owners’ remedies and common‑law agent powers (ss 5, 15, 16). The Schedule repeals earlier statutes but the text itself creates a possession/consent regime rather than expanding new categories of protected transactions; it clarifies allocation of risk (good‑faith taker vs owner) without removing the remedies saved by the Act (ss 15–16)."},"complexity_factors":["Defined technical terms and presumptions: key definitions (\"mercantile agent\", \"goods\", \"document of title\", \"pledge\") set the regime’s scope and the presumption of owner consent (s 3; s 5(4)).","Good‑faith / notice standard: validity of dispositions depends on the taker acting in good faith and without notice, creating fact‑sensitive inquiries about knowledge (s 5(1)–(2); ss 11–13).","Possession‑based rules: multiple rules turn on actual or constructive possession of goods or documents (s 3(b); ss 5–6; ss 11–12), increasing evidential and compliance burdens for owners and transferees.","Interaction with secured transactions: pledges of documents treated as pledges of goods (s 6); limits on pledgee rights for antecedent debts and exchanges cap recovered value (ss 7, 8), affecting creditors’ expectations.","Consignment and consignee protections: special lien and transfer rules for consignors/consignees when the consignee lacks notice of non‑ownership (s 10), creating concentrated benefits for consignors and consignees.","Transfer mechanics and negotiability: endorsement or delivery rules for documents of title affect negotiability and commercial practice (s 14; s 13 on defeating vendor’s lien/stoppage in transitu).","Savings and limits: owner remedies, right of redemption, and preservation of common law powers restrict the statute’s reach and require cross‑reference to other law (ss 15–16).","Historical consolidation: repeal of earlier Acts via the Schedule complicates tracing prior scope and requires reading schedule entries alongside the text."],"plain_english_summary":"This Act sets rules for when a mercantile agent (someone regularly authorised to buy, sell, consign or raise money on goods) can validly sell, pledge or otherwise dispose of goods or documents of title while in possession with the owner’s consent. Dispositions that are made in the ordinary course of the agent’s business are effective against third parties who take in good faith and without notice; the Act also preserves owners’ rights and common‑law powers. It matters to owners, agents, buyers, pledgees and consignees because it allocates risk, decides who bears loss from unauthorised acts, and creates incentives to check authority and record possession."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/factors-act-1891","history":"/api/acts/factors-act-1891/history","analysis":"/api/acts/factors-act-1891/analysis","conflicts":"/api/acts/factors-act-1891/conflicts","importantCases":"/api/acts/factors-act-1891/important-cases","documents":"/api/acts/factors-act-1891/documents"}}