{"id":"qld:act-1892-008","name":"Factors Act 1892","slug":"factors-act-1892","collection":"act","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"8 of 1892","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105813,"registerId":"qld-act-1892-008-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":0},{"sectionNumber":"sec.1","sectionType":"section","heading":"Short title","content":"### sec.1 Short title\n\nThis Act may be cited as the Factors Act 1892 .","sortOrder":1},{"sectionNumber":"sec.2","sectionType":"section","heading":"Definitions","content":"### sec.2 Definitions\n\nIn this Act—\ndocument of title includes a bill of lading, dock warrant, warehouse keeper’s certificate, 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 authorising or purporting to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented.\ngoods includes wares and merchandise.\nmercantile agent means a mercantile agent having in the customary course of 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.\npledge includes 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.\nFor the purposes of this Act a person is deemed to be in possession of goods or of the documents of title to goods, when the goods or documents are in the person’s actual custody or are held by any other person subject to the person’s control or for the person or on the person’s behalf.\n(sec.2-ssec.1) In this Act— document of title includes a bill of lading, dock warrant, warehouse keeper’s certificate, 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 authorising or purporting to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented. goods includes wares and merchandise. mercantile agent means a mercantile agent having in the customary course of 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. pledge includes 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.\n(sec.2-ssec.2) For the purposes of this Act a person is deemed to be in possession of goods or of the documents of title to goods, when the goods or documents are in the person’s actual custody or are held by any other person subject to the person’s control or for the person or on the person’s behalf.","sortOrder":2},{"sectionNumber":"pt.2","sectionType":"part","heading":"Dispositions by mercantile agents","content":"# Dispositions by mercantile agents","sortOrder":3},{"sectionNumber":"sec.3","sectionType":"section","heading":"Powers of mercantile agent with respect to disposition of goods","content":"### sec.3 Powers of mercantile agent with respect to disposition of goods\n\nWhen 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 the agent 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 the agent were expressly authorised 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.\nWhen 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.\nWhen a mercantile agent has obtained possession of any documents of title to goods by reason of 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, the agent’s possession of the first mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the owner.\nFor the purposes of this Act the consent of the owner shall be presumed in the absence of evidence to the contrary.\n(sec.3-ssec.1) When 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 the agent 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 the agent were expressly authorised 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(sec.3-ssec.2) When 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(sec.3-ssec.3) When a mercantile agent has obtained possession of any documents of title to goods by reason of 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, the agent’s possession of the first mentioned documents shall, for the purposes of this Act, be deemed to be with the consent of the owner.\n(sec.3-ssec.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":"sec.4","sectionType":"section","heading":"Effect of pledges of documents of title","content":"### sec.4 Effect of pledges of documents of title\n\nA pledge of the documents of title to goods shall be deemed to be a pledge of the goods.","sortOrder":5},{"sectionNumber":"sec.5","sectionType":"section","heading":"Pledge for antecedent debt","content":"### sec.5 Pledge for antecedent debt\n\nWhen 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":"sec.6","sectionType":"section","heading":"Rights acquired by exchange of goods or documents","content":"### sec.6 Rights acquired by exchange of goods or documents\n\nThe 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 when 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":"sec.7","sectionType":"section","heading":"Agreements through clerks etc.","content":"### sec.7 Agreements through clerks etc.\n\nFor the purposes of this Act an agreement made with a mercantile agent through a clerk or other person authorised in the ordinary course of business to make contracts of sale or pledge on the agent’s behalf shall be deemed to be an agreement with the agent.","sortOrder":8},{"sectionNumber":"sec.8","sectionType":"section","heading":"Provisions as to consignors and consignees","content":"### sec.8 Provisions as to consignors and consignees\n\nWhen 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.\nNothing in this section shall limit or affect the validity of any sale, pledge, or disposition, by a mercantile agent.\n(sec.8-ssec.1) When 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(sec.8-ssec.2) Nothing in this section shall limit or affect the validity of any sale, pledge, or disposition, by a mercantile agent.","sortOrder":9},{"sectionNumber":"pt.3","sectionType":"part","heading":"Dispositions by sellers and buyers of goods","content":"# Dispositions by sellers and buyers of goods","sortOrder":10},{"sectionNumber":"sec.9","sectionType":"section","heading":"Disposition by seller remaining in possession","content":"### sec.9 Disposition by seller remaining in possession\n\nWhen 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 that person, 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 authorised by the owner of the goods to make the same.","sortOrder":11},{"sectionNumber":"sec.10","sectionType":"section","heading":"Disposition by buyer obtaining possession","content":"### sec.10 Disposition by buyer obtaining possession\n\nWhen 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 that person, 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":12},{"sectionNumber":"sec.11","sectionType":"section","heading":"Effect of transfer of documents on vendor’s lien or right of stoppage in transitu","content":"### sec.11 Effect of transfer of documents on vendor’s lien or right of stoppage in transitu\n\nWhen 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":13},{"sectionNumber":"pt.4","sectionType":"part","heading":"Supplemental","content":"# Supplemental","sortOrder":14},{"sectionNumber":"sec.12","sectionType":"section","heading":"Mode of transferring documents","content":"### sec.12 Mode of transferring documents\n\nFor the purposes of this Act, the transfer of a document may be by endorsement, or, if 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":15},{"sectionNumber":"sec.13","sectionType":"section","heading":"Saving for rights of true owner","content":"### sec.13 Saving for rights of true owner\n\nNothing in this Act shall authorise an agent to exceed or depart from his or her authority as between himself or herself and his or her principal, or exempt the agent from any liability, civil or criminal, for so doing.\nNothing in this Act shall prevent the owner of goods from recovering the goods from an agent or an agent’s 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 the agent 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 money remaining in the person’s hands as the produce of the sale of the goods after deducting the amount of the person’s lien.\nNothing 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.\n(sec.13-ssec.1) Nothing in this Act shall authorise an agent to exceed or depart from his or her authority as between himself or herself and his or her principal, or exempt the agent from any liability, civil or criminal, for so doing.\n(sec.13-ssec.2) Nothing in this Act shall prevent the owner of goods from recovering the goods from an agent or an agent’s 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 the agent 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 money remaining in the person’s hands as the produce of the sale of the goods after deducting the amount of the person’s lien.\n(sec.13-ssec.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":16},{"sectionNumber":"sec.14","sectionType":"section","heading":"Saving of common law powers of agent","content":"### sec.14 Saving of common law powers of agent\n\nThe provisions of this Act shall be construed in enlargement and not in derogation of the powers exercisable by an agent independently of this Act.","sortOrder":17},{"sectionNumber":"sec.15","sectionType":"section","heading":null,"content":"### Section sec.15\n\ns 15 om 1908 8 Edw 7 No. 18 s 2sch 1","sortOrder":18}],"analysis":{"summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The Act appears to operate broadly as originally intended — to codify and extend the commercial law rules governing mercantile agents and protect innocent third parties in commercial transactions. One section (s.15) has been omitted by later amendment, slightly narrowing the original text, but the core scope and purpose remains unchanged from the original 1892 intent."},"complexity_factors":["Archaic 1892 legislative drafting style with long, convoluted sentences and embedded provisos","Significant duplication in the text — sections appear to be repeated verbatim, creating confusion about what is substantive versus structural","Interlocking concepts: consent, possession, authority, good faith, and notice all interact across multiple sections in non-obvious ways","Specialised commercial law concepts (lien, stoppage in transitu, pledge, consignment, negotiable security) requiring commercial law background to fully understand","The tension between protecting innocent third parties and preserving owner's rights requires careful reading of multiple sections together","Cross-references to common law principles not stated in the Act itself (section 14 explicitly enlarges rather than replaces common law)","Historical context matters — this is an 1892 Act with a section already omitted (s.15), meaning its current operation must be understood against subsequent legal developments"],"plain_english_summary":"## Factors Act 1892 — Plain English Summary\n\n### What is this law about?\nThis is a very old commercial law (originally from 1892) that deals with **mercantile agents** — basically, professional middlemen or brokers who are hired to sell, buy, or deal in goods on behalf of someone else (the owner). Think of a car dealer selling on consignment, a shipping agent, or a goods broker.\n\nThe law answers a critical commercial question: **If a middleman sells or pawns your goods without proper authority, is the innocent buyer or lender protected?**\n\n### Who does it affect?\n- **Owners of goods** who use agents or brokers to sell or deal with their property\n- **Buyers** who purchase goods through agents\n- **Lenders/pawnbrokers** who accept goods or paperwork (like shipping documents) as security for loans\n- **Businesses** involved in shipping, warehousing, and trade\n\n### Key rules in plain English\n\n**1. Agent acting within normal business = deal stands**\nIf a professional agent has your goods (with your permission) and sells or pledges them in the normal course of their business, that deal is **legally valid** — even if the agent wasn't supposed to do it — as long as the buyer/lender acted honestly and didn't know anything was wrong.\n\n**2. Even withdrawn consent doesn't break the deal**\nIf you revoke an agent's permission but they sell your goods before the buyer finds out, the sale still stands for that innocent buyer.\n\n**3. Paperwork counts as goods**\nKey commercial documents like bills of lading (shipping receipts), warehouse certificates, and delivery orders are treated legally the same as the goods themselves. Pledging these documents = pledging the goods.\n\n**4. Sellers who keep goods after selling them**\nIf you sell goods but stay in possession of them, and then sell or pledge them again to an innocent third party — that second deal is valid. This protects innocent buyers from getting caught in disputes they didn't cause.\n\n**5. Buyers with possession can deal with goods**\nIf you've agreed to buy goods and the seller lets you take possession, you can validly on-sell or pledge them to an innocent third party, even before you've fully paid.\n\n**6. Old debts and exchanges**\nIf an agent pledges goods to cover a debt that already existed before the pledge, the lender gets no better rights than the agent had. There are also rules capping rights when goods are exchanged rather than cash paid.\n\n**7. Owner's protections remain**\nThe law **doesn't** strip owners of all rights — you can still:\n- Reclaim your goods from a dishonest agent *before* they're sold or pledged\n- Redeem goods that have been pledged by paying off the debt\n- Sue an agent who acted outside their authority\n- Recover the sale price from a buyer if appropriate\n\n### The big picture\nThis law protects **innocent commercial parties** (buyers, lenders) who deal in good faith with agents, even when those agents have exceeded their authority. It prioritises the smooth flow of commerce over the strict property rights of owners who entrusted their goods to agents. The trade-off: owners who choose to use agents bear the risk if that agent misbehaves."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The original legislation was likely intended to address only the powers of mercantile agents (factors) to pass good title. However, Part 3 extends similar protections to sellers who remain in possession and buyers who obtain possession before payment, expanding the scope beyond mere agent transactions to cover certain seller/buyer scenarios."},"complexity_factors":["Multiple defined terms ('document of title', 'goods', 'mercantile agent', 'pledge') with broad meanings","Deeming provisions (e.g., possession includes custody or control, consent presumed unless contrary evidence)","Conditional protections based on good faith and lack of notice","Nested exceptions and savings clauses (sections 13 and 14)","Cross-references between parts (dispositions by agents, sellers, buyers)","Antecedent debt limitation in section 5 adds nuance"],"plain_english_summary":"This Act sets out rules for when an agent (called a 'mercantile agent') sells or pledges goods that belong to someone else. It protects buyers and lenders who deal with such agents in good faith (honestly and without knowing the agent lacks authority).\n\n**Key points:**\n- A mercantile agent is someone whose ordinary business includes selling, consigning, buying, or raising money on goods.\n- If the owner allows the agent to have the goods or documents of title (like a warehouse receipt), any sale or pledge the agent makes in the ordinary course of business is treated as if the owner authorised it, provided the buyer or lender acts in good faith and doesn't know the agent is overstepping.\n- The owner's consent is presumed unless proven otherwise.\n- Pledging documents of title counts as pledging the goods themselves. But if an agent pledges goods to cover an existing debt, the lender gets no better rights than the agent had.\n- Similar protections apply when a seller stays in possession after selling, or a buyer gets possession before paying fully. Those who buy or lend from them in good faith may get good title.\n- The Act doesn't let agents exceed their actual authority or stop the true owner from taking action before a sale or pledge is completed.\n\n**Who it affects:** Businesses that use agents to sell or finance goods, banks and lenders who take goods as security, and anyone buying goods from a merchant.\n\n**Why it matters:** It makes commercial transactions smoother and more reliable by letting people rely on possession, reducing the need to check an agent's exact authority. This lowers costs but also risks for owners who entrust goods to agents."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The Act remains focused on its original purpose: regulating dispositions of goods by mercantile agents and protecting bona fide purchasers in commercial transactions. The structure (Preliminary, Dispositions by mercantile agents, Dispositions by sellers and buyers, Supplemental) reflects the original 1892 scope. Section 15 was repealed in 1908, but this represents consolidation rather than scope expansion."},"complexity_factors":["Multiple overlapping conditional requirements (good faith, notice, consent, ordinary course of business)","Technical commercial terminology requiring definitions ('mercantile agent', 'document of title', 'pledge', 'lien')","5 defined terms in interpretation section with nested definitions","Cross-references between sections (e.g., Section 10 deems buyer 'a mercantile agent' for purposes of Section 3)","Presumptions and deeming provisions that shift evidentiary burdens (Section 3(4) presumes consent; Section 3(3) deems possession with consent)","Savings clauses in Part 4 that preserve common law rights and true owner remedies, creating parallel legal frameworks","Victorian-era drafting style with lengthy subordinate clauses and 'provided that' provisos"],"plain_english_summary":"This law protects people who buy goods from business agents (mercantile agents) even when those agents don't actually have permission to sell.\n\n**What it does:**\nNormally, if someone sells something they don't own, the sale is invalid. But this Act creates an important exception for commercial trade. If a business agent (like a dealer, broker, or consignment seller) has goods with the owner's consent, any sale or pledge they make in the ordinary course of business is valid—provided the buyer acts in good faith and doesn't know the agent lacks authority.\n\n**Key protections:**\n- **Section 3**: If a business agent has goods with the owner's permission, their sales are binding on the owner, even if the agent exceeded their actual authority\n- **Section 9**: Protects buyers who purchase from a seller who still holds the goods after selling them to someone else\n- **Section 10**: Protects buyers who purchase from someone who bought goods but hasn't paid for them yet\n- **Section 4**: Treats pledging documents of title (like bills of lading) the same as pledging the actual goods\n\n**Who it affects:**\n- Business owners who consign goods to agents\n- Buyers in commercial transactions\n- Banks and lenders who take goods as security\n- Shipping and warehouse businesses dealing with documents of title\n\n**Why it matters:**\nThis law makes commercial trade safer. Buyers can rely on appearances—if someone looks like they have authority to sell (because they possess the goods or documents), the buyer is protected. Without this law, commerce would be risky because buyers would need to investigate every seller's authority, slowing down trade significantly.\n\n**Important limits:**\n- The buyer must act in good faith (honestly)\n- The buyer must not know the agent lacks authority\n- The true owner can still recover goods from the agent before they're sold, or recover the sale price from the buyer"},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/factors-act-1892","history":"/api/acts/factors-act-1892/history","analysis":"/api/acts/factors-act-1892/analysis","conflicts":"/api/acts/factors-act-1892/conflicts","importantCases":"/api/acts/factors-act-1892/important-cases","documents":"/api/acts/factors-act-1892/documents"}}