{"id":"nsw:act-1923-002","name":"Factors (Mercantile Agents) Act 1923","slug":"factors-mercantile-agents-act-1923","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"2 of 1923","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":111907,"registerId":"nsw-act-1923-002-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name of Act and commencement","content":"#### 1 Name of Act and commencement\n\n1 Name of Act and commencement\n\n> > (1) This Act may be cited as the [Factors (Mercantile Agents) Act 1923](/view/html/inforce/current/act-1923-002).\n> \n> > (2) This Act shall come into operation on the thirty-first day of December, one thousand nine hundred and twenty-three.","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Repeal","content":"#### 2 Repeal\n\n2 Repeal\n\n> > (1) The enactments mentioned in the Schedule to this Act are, to the extent therein expressed, hereby repealed.\n> \n> > (2) This repeal shall not affect anything done or suffered or any right title or interest acquired or accrued or liability incurred before the commencement of this Act, or any legal proceeding or remedy in respect of any such thing right title interest or liability.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> In this Act, unless the context or subject-matter otherwise requires:\n> \n> Advance includes a payment of money and the delivery of a bill of exchange or other negotiable security.\n> \n> Document of title includes any bill of lading, dock warrant, 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 authorising or purporting to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented.\n> \n> Goods includes wares and merchandise.\n> \n> 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.\n> \n> 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.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Consignor and consignee","content":"#### 4 Consignor and consignee\n\n4 Consignor and consignee\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 the lien to another person.\n> \n> > (2) The person in whose name any goods have been shipped shall, for the purposes of this section, be taken to have been given possession of the goods for the purpose of consignment or sale unless the contrary is shown.\n> \n> > (3) Nothing in this section shall limit or affect the validity of any sale pledge or disposition by a mercantile agent.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Powers of mercantile agent","content":"#### 5 Powers of mercantile agent\n\n5 Powers of mercantile agent\n\n> > (1) Where a mercantile agent is entrusted as such with the possession of any goods or the documents of title to goods, any sale pledge or other disposition of the goods made by the agent 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:\n> > \n> > 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 so entrusted continues 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 entrusting had continued, shall be valid notwithstanding the determination thereof, provided that the person taking under the disposition has not at the time thereof notice of such determination.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Presumptions","content":"#### 6 Presumptions\n\n6 Presumptions\n\n> For the purposes of this Act:\n> \n> > (1) a mercantile agent in possession of goods or of the documents of title to goods shall be deemed to have been entrusted with the goods or documents as such agent until the contrary is shown,\n> \n> > (2) a mercantile agent entrusted as such agent and possessed of the documents of title to goods whether derived immediately from the owner of the goods or obtained by reason of the agent having been entrusted with the possession of the goods or of any other document of title thereto shall be deemed to be entrusted with the possession of the goods represented by the documents,\n> \n> > (3) an agent shall be deemed to be possessed of goods or documents of title to goods whether the same are in the agent’s actual custody or control or are held by any other person subject to the agent’s control or for the agent or on the agent’s behalf,\n> \n> > (4) any contract whether made directly with an agent or with any clerk or other person on the agent’s behalf shall be deemed to be a contract with the agent,\n> \n> > (5) a pledge of the documents of title to goods shall be deemed to be a pledge of the goods represented by the documents,\n> \n> > (6) where any advance is bona fide made to a mercantile agent entrusted as such agent on the faith of an agreement in writing to consign deposit transfer or deliver goods or documents of title to goods, and the goods or documents are actually received by the person making the advance without notice that the agent was not authorised to make the pledge, the advance shall be deemed to be an advance on the security of the goods or documents within the meaning of this Act, although the goods or documents are not actually received by the person making the advance until after the advance is made,\n> \n> > (7) the transfer of a document of title to goods may be by indorsement, or where the document is by custom or by its express terms transferable by delivery, or makes the goods deliverable to bearer, then by delivery.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Pledge by way of exchange","content":"#### 7 Pledge by way of exchange\n\n7 Pledge by way of exchange\n\n> Where a mercantile agent pledges goods in consideration of the delivery or transfer of any other goods or documents of title to goods or negotiable securities upon which the person delivering or transferring the same had at the time a valid and available lien and security for or in respect of a previous advance by virtue of an agreement made with the agent, the pledge, if the pledgee acts in good faith and without notice that the agent had not authority to make the same, shall be deemed to be in consideration of an advance within the meaning of this Act as if there had been a present advance of money, but the pledgee shall acquire no right or interest in excess of the value of the goods documents or negotiable securities when so delivered or transferred.","sortOrder":6},{"sectionNumber":"8","sectionType":"section","heading":"Pledge for antecedent debt","content":"#### 8 Pledge for antecedent debt\n\n8 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":7},{"sectionNumber":"9","sectionType":"section","heading":"Saving for rights of true owner","content":"#### 9 Saving for rights of true owner\n\n9 Saving for rights of true owner\n\n> > (1) Nothing in this Act:\n> > \n> > > (a) shall authorise an agent to exceed or depart from the agent’s authority as between the agent and the agent’s principal or exempt the agent from any liability, civil or criminal, for so doing,\n> > \n> > > (b) shall prevent the owner of goods from recovering the goods from an agent or the agent’s official assignee or trustee in bankruptcy at any time before the sale or pledge thereof,\n> > \n> > > (c) 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> > \n> > > (d) 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 required by the agent, 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 lien.\n> \n> > (2) In case of the bankruptcy of any such agent the owner of the goods so redeemed shall, in respect of any sum paid by the owner on account of the agent for redemption, be held to have paid such sum for the use of the agent before bankruptcy, and shall be held pro tanto to have discharged any debt due by the owner to the agent; or in the case there has been no such redemption the owner shall be deemed to be a creditor of the bankrupt for the value of the goods so pledged at the time of the pledge, and shall, if the owner thinks fit, be entitled in either of such cases to prove for or set off the sum so paid or the value of the goods, as the case may be.","sortOrder":8},{"sectionNumber":"10","sectionType":"section","heading":"Saving for Common Law powers of agent","content":"#### 10 Saving for Common Law powers of agent\n\n10 Saving for 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":9},{"sectionNumber":"sch","sectionType":"schedule","heading":"Enactments repealed","content":"# sch Enactments repealed\n\nSchedule Enactments repealed\n\n(Section 2)\n\n| Reference to Acts | Title | Extent of repeal |\n| 4 Geo IV, c 83 (as declared to be in force in New South Wales) | 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 merchandises entrusted to factors or agents. | The whole Act. |\n| 6 Geo IV, c 94 (as declared to be in force in New South Wales). | 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 merchandise entrusted to factors or agents. | The whole Act. |\n| Act No 28 of 1899. | Factors Act 1899 | The whole Act. |","sortOrder":10}],"analysis":{"kimi_summary":{"_metrics":{"source":"grok-batch-everything"},"content_quality":"ok","complexity_score":5,"scope_assessment":{"changed":false,"description":"The Act restates the protective purpose of the 19th-century UK Factors Acts it repealed, without material expansion. Its scope remains limited to validating certain dispositions and pledges by mercantile agents in the ordinary course of business while expressly preserving the true owner's rights and common-law agency principles."},"complexity_factors":["Layered presumptions in section 6 (seven separate deeming rules covering possession, documents, advances and transfers)","Interlocking definitions (mercantile agent, document of title, pledge, advance) that must be read together with historical common-law meanings","Specific exceptions and limitations on pledges (sections 7 and 8) that create different outcomes depending on whether the debt is new, antecedent or by way of exchange","Multiple savings provisions (sections 9 and 10) that preserve owner rights, common-law agency powers and prior transactions","Cross-referencing to repealed 19th-century UK and NSW Factors Acts in the Schedule and section 2"],"plain_english_summary":"**This law protects honest buyers and lenders when business agents sell or use goods as security for loans.**\n\nThe Factors (Mercantile Agents) Act 1923 (NSW) sets out rules for 'mercantile agents' – people whose normal job is to sell goods, buy them, or borrow money using goods as security on behalf of the real owner. If the owner gives the agent the actual goods or the official papers proving ownership (called 'documents of title'), the agent can sell, pledge (use as security), or otherwise deal with them in the usual way agents do business. The buyer or lender gets full legal rights to the goods **as long as they act honestly and do not know the agent lacks permission** (see section 5).\n\nThe Act includes helpful assumptions (presumptions) that make it easier for buyers to assume the agent is properly authorised. It also has special rules for loans, exchanges of security, and what happens if the owner goes bankrupt. Importantly, it does **not** let agents break their contracts with owners or steal goods – the true owner can still step in before a sale in many cases (section 9).\n\nIt matters because it makes everyday commercial trading safer and faster. Without it, every buyer would have to check the agent's exact private instructions from the owner, which would slow down warehouses, auctions, and finance deals. The law replaced even older British and NSW rules from the 1820s while keeping the same core idea: protect innocent third parties in the mercantile trade."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act remains focused on its original purpose of validating certain dispositions by mercantile agents and protecting good-faith third parties, with no significant expansion of scope."},"complexity_factors":["Contains 7 defined terms in the Definitions section","Includes multiple legal presumptions (section 6) that reverse the burden of proof","Has saving clauses (sections 9 and 10) that preserve existing rights and common law powers","Uses conditional language (e.g., 'provided that', 'subject to')","Cross-references internal sections (e.g., 'within the meaning of this Act')"],"plain_english_summary":"This Act deals with **mercantile agents** (also called factors – people whose business includes selling goods or raising money using goods as security). It says that if an owner gives a mercantile agent possession of goods (or documents like warehouse receipts), then any sale or pledge the agent makes in the ordinary course of business is **valid** – as if the agent had the owner's permission. This protects someone who buys or lends money against the goods, as long as they act **in good faith** and do not know the agent was acting without authority.\n\nThe Act also sets up useful **presumptions** (for example, if an agent has the goods, they are presumed to have been entrusted with them). It covers situations where the agent pledges goods as security for a new loan or even in exchange for other goods. However, the true owner still has rights: they can get the goods back before a sale or redeem a pledge, and the agent remains liable to the owner.\n\n**Who does it affect?** It affects business owners who hand over goods to agents, the agents themselves, and anyone who buys goods from or lends money to agents.\n\n**Why does it matter?** It makes trade easier by letting buyers and lenders rely on the agent's apparent authority without having to check with the owner every time."},"summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"Based on available information, the Act appears to have retained its original scope since enactment in 1923. The current version dates from 15 June 1995, suggesting minor amendments occurred around that time, but the core purpose — regulating mercantile agents and protecting third-party buyers — does not appear to have materially expanded or contracted from its original intent."},"complexity_factors":["Archaic legal terminology ('factors', 'mercantile agents', 'pledge') that requires historical and commercial law knowledge to interpret","Rooted in 19th-century English commercial law principles, requiring understanding of that legal heritage","Interaction between agency law, property law, and commercial transactions creates layered legal questions","Determining when an agent has 'authority' to deal with goods involves nuanced fact-specific analysis","Protections for bona fide (good faith) third-party purchasers involve complex evidentiary questions","Over 100 years old with minimal updates, meaning courts have developed significant case law that is not apparent from the Act's text alone","The actual provisions of the Act were not available in the provided text, limiting full assessment"],"plain_english_summary":"## Factors (Mercantile Agents) Act 1923 (NSW)\n\n**What is this?**\nThis is a very old New South Wales law (dating back to 1923) that governs **mercantile agents** — people who are hired to buy or sell goods on someone else's behalf (think of them like professional middlemen or brokers). The term 'factor' in the title is an old commercial word for this type of agent.\n\n**Who does it affect?**\n- Businesses or individuals who appoint someone else to sell goods on their behalf\n- Commercial agents, brokers, or traders who handle other people's goods\n- Buyers and lenders who deal with these agents\n\n**Why does it matter?**\nThe law sets out rules about when a mercantile agent can legally sell, pledge (use as security for a loan), or otherwise deal with goods that belong to someone else. Crucially, it protects **innocent third parties** — for example, if you buy goods from a mercantile agent in good faith (not knowing anything was wrong), this Act can protect your ownership of those goods even if the agent acted improperly.\n\n**Important caveat:** The document provided here only contains website navigation and status metadata from the NSW legislation website — the **actual text of the Act's provisions is not included**. The analysis above is based on the well-known historical purpose of this type of legislation (modelled on the UK Factors Act 1889). The law has remained largely unchanged since at least 1995."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/factors-mercantile-agents-act-1923","history":"/api/acts/factors-mercantile-agents-act-1923/history","analysis":"/api/acts/factors-mercantile-agents-act-1923/analysis","conflicts":"/api/acts/factors-mercantile-agents-act-1923/conflicts","importantCases":"/api/acts/factors-mercantile-agents-act-1923/important-cases","documents":"/api/acts/factors-mercantile-agents-act-1923/documents"}}