of such person, to permit an unknown claimant to pop up with an old bill of sale saying that he was in fact the owner, would certainly put it in the power of all owners to commit frauds against creditors and purchasers by inventing fictitious bills of sale to serve them in times of trouble.)

§ 359. (Sales, Sec. 72.) Conditional sales.

(Note: See chapter covering Conditional Sales.)

§ 360. (Sales, Sec. 74.) Bulk sales of stock in trade.

(Note: If A sells a hat to B upon credit and B resells the hat to C, A has no claim against C, although C knows the hat is unpaid for, unless C assumes and agrees to pay the price of the hat to A. What is thus true of one hat is true of a stock of hats. A, a wholesaler sells to B, a stock of hats on credit, B resells the entire stock to C and decamps. A has no relief against C unless C agreed to pay the debts of the business. Clearly here is a situation lending itself to fraudulent connivance between B and C. Therefore, without the aid of statute, a part of the law of fraudulent conveyances, built itself up around sales of a stock in trade. Sales made under unusual circumstances, that would put a prudent person on inquiry, as without inventory, or hastily, or in the night time, or for inadequate considerations, or under any suspicious circumstances, put a purchaser upon inquiry and chargeable with fraud, so that creditors of the seller could treat the transaction as a fraud upon them and therefore as to them void. But statutory relief was still needed to discourage frauds by way of sales that seemed to possess all the elements of regularity. Acts have therefore been passed known as Bulk Sales Acts, which are not uniform, but, so far a general description may be attempted provide that if a person shall, otherwise than in the regular course of trade, sell all of his stock in trade, or greater portion thereof, the sale shall be void as to his creditors unless a certain notice, as, say, five days, shall be given to creditors of the intended consummation. If the act is not complied with, the goods may be attached or levied on in the hands of the purchaser for the debts of the seller.

Such acts are in force in Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of Columbia, Florida,

Georgia, Illinois, Idaho, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and Wyoming.)

§ 361. (Sales, Sec. 74.) Transfers and pledges by factors.

(Note: Factors Acts are passed in a number of states to protect pledgees, lienors and purchasers who have dealt with factors to whose possession goods have been entrusted.)

§ 362. (Sales, Sec. 75.) Chattel mortgages.

(Note: The chattel mortgage laws of the various states are of course variant in their provisions, but in common they provide for the protection of the mortgagee against subsequent purchasers and lienors by record of the chattel mortgage where he does not take possession of the goods. Unless he so records or takes possession, creditors and bona fide purchasers are not af ferted by an unrecorded chattel mortgage.)

Chapter 46.

Rights of the seller upon non-performance by buyer.

Chapter 47. Rights of the buyer upon non-performance by seller.

CHAPTER 45

OBLIGATIONS OF THE PARTIES

§ 363. In general.

§ 364. Obligations in respect to time.

§ 365. Obligations in respect to place.

§ 366. Obligations in respect to quantity.

§ 367. Delivery to carrier as delivery to buyer.

§ 368. Buyer's right to examine the goods.

§ 369. What constitutes acceptance by buyer.

§ 363. (Sales, Sec. 76.) In general.

(Note: A sale, being a contract, is governed by the general law of contracts, and the obligations of a seller or buyer are dependent upon his contract. "It is the duty of the seller to deliver the goods and of the buyer to accept and pay for them in accordance with the terms of the contract to sell or sale."Uniform Sales Act, Sec. 41.

The obligations in respect to warranties and transfer of title have been considered.

See also following sections in this chapter.)

§ 364. (Sales, Sec. 77.) Obligations in respect to time.

Case 346. Uniform Sales Act, Sec. 43.

("Place, time and manner of delivery.")

Section 43. (Place, Time and Manner of Delivery.) (1) Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question in each case on the contract, express or implied, between the parties. Apart from any such contract, express or implied, or usage of trade to the contrary, the place of delivery is the seller's place of business if he have one, and if not, his residence, but in case of contract to sell or a sale of specific goods, which to the knowledge of the parties when the contract or the sale was made were in some other place, then that place is the place of delivery.

(2) Where by a contract to sell or a sale the seller is bound to send the goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.

(3) Where the goods at the time of sale are in the possession of a third person, the seller has not fulfilled his obligation to deliver to the buyer unless and until such third person acknowledges to the buyer that he holds the goods on the buyer's behalf; but as against all others than the seller the buyer shall be regarded as having received delivery from the time when such third person first has notice of the sale. Nothing in this section, however, shall affect the operation of the issue or transfer of any document of title to goods.

(4) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. What is a reasonable hour is a question of fact.

(5) Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller.

Question, 346: (1) Where is the place of delivery in a contract of sale where no place is specified?

(2) If no time for delivery is specified what is the rule? (3) Who must bear the expense of putting the goods in deliverable state?

§ 365. (Sales, Sec. 78.) Obligation in respect to place. (See Sec. 364 and Cases on Transfer of title.)

§ 366. (Sales, Sec. 79.) Obligations in respect to

quantity.

(1) Delivery of wrong quantity.

Case 347. Uniform Sales Act, Sec. 44.

Section 44. (Delivery of Wrong Quantity.) (1) Where the seller delivers to the buyer a quantity of goods less than he contracted to sell, the buyer may reject them, but if the buyer accepts or retains the goods so delivered, knowing that the seller is not going to perform the contract in full, he must pay for them at the contract rate. If, however, the buyer has used or disposed of the goods delivered before he knows that the seller is going to perform his contract in full, the buyer shall not be liable for more than the fair value to him of the goods so received.

(2) Where the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate.

(3) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or he may reject the whole.

(4) The provisions of this section are subject to any usage of trade, special agreement, or course of dealing between the parties.

Question 347: If the seller sends less than he agrees must the buyer accept? If he does accept what price must he pay? Suppose more are sent than purchased, what is the rule?

Case 348. Perry v. Mt. Hope Iron Co., 16 R. I. 318. Facts: See the opinion.

Point Involved: Whether a tender of a larger amount than the contract called for is a tender of fulfillment of the contract.

Per Curiam: "The contract, for the breach of which