² The Merchant of Venice, Act IV, Scene 1.

³ By the standards of some of his predecessors Shylock’s requirements were modest. “An early method for the enforcement of debts was to seize the body of the debtor, and if we believe the accounts of early Roman law, unpaid creditors could do more than take it out of the hide of the debtor, for his very body could be cut in pieces.” Paton, Furisprudence, 397. Creditors later adopted the more sophisticated view that sale was preferable to partition. See Blagden in (1959), 75 L.Q.R. at 420. Macaulay condemned the system with a characteristic superlative. “The [Roman] law of debt, framed by creditors, and for the protection of creditors, was the most horrible that has ever been known among men.” Lays of Ancient Rome (1865 Edn.) 111.

⁴ Maitland, Equity (2nd Edn.) 181.

⁵ 2 Bl. 450.

⁶ Now Cap. 281. (References to Chapter Numbers relate to the Revised Edition of the Laws of Kenya, 1948.)

⁷ The English Acts are the Bills of Sale Act, 1878 and the Bills of Sale Act (1878) Amendment Act, 1882.

⁸ Kenya Legislative Council Debates (1930) Vol. I, 404. He was more human when, on the same occasion, he described the Bill as being “a portentous-looking document” on “a dreadfully dull subject”. Debates, loc. Cit.

^{page 18 note 1} If the New Zealand Act was the parent of the Kenya Ordinance, the English Bills of Sale Acts were the grandparents. See Khetsi Hansraj Halami v. The Official Receiver (1952), 19 E.A.C.A. 200, 203.

^{page 18 note 2} The Supreme Court of Aden has said that it is not prepared, as a general principle, to regard interest of even 60% per annum as excessive where the loan is not secured on immovable property. Abdul Qawi MuhammadKhalil v. Muhammad Ali Ahmed Saad (1954), II Aden L.R. 16, 17.

^{page 18 note 3} Dyal Singh v. Kenyan Insurance, Ltd. (1955), 22 E.A.C.A. 9, at 14, per Worley, V.-P. That the learned Vice-President was right in his views as to the purpose of the Ordinance is shown by a contemporary newspaper article, commenting on the Report of the Select Committee on the Chattels Transfer Bill. “During the recent sittings of the Agricultural Commission … it became evident that there was a widespread desire on the part of the farming community for Legislation to allow farmers to raise money from their crops and stocks by creating a charge thereon.” East African Standard, Saturday, 7th June, 1930, 20.

^{page 18 note 4} Although animals are treated in law as chattels human beings, it is thought, are not, since the law of England does not recognise that any property can subsist in them. Pollock & Wright, Possession, 232. The position is now the same in Kenya. For the position in earlier times, see Hamilton, J.’s, Notes in Appendix I (1906) to 1 E.A.L.R. at 97 where he refers to females being property “to be assigned and inherited by their male relations”. And see Cagnolo, The Akikuyu (Consolata Mission Press, Nyeri; 1933) 108.

^{page 19 note 1} Furisprudence (10th Edn.) 433.

^{page 19 note 2} Mulla, The Indian Transfer of Property Act, 1882 (4th Edn.) 16, note (b). The Act was applied to the East Africa Protectorate by Art. 11 (b) of the East Africa Order in Council, 1897.

^{page 19 note 3} ATKIN, L.J., said of the definition of “personal chattels”, that is contained in the section, “It appears to me upon the whole to be one of the very worst I have ever found or heard of.” Stephenson v. Thompson, [1924] 2 K.B. 240, 250.

^{page 20 note 1} It would probably not, however, surprise him in the least to learn that although a house may be a chattel, and thus subject to the provisions of the Bills of Sale legislation, this does not save it from the full rigours of the Rent Restriction legislation, to which it is subject in the same way as any other house. An English lawyer is not likely to be surprised by any anomaly in the Rent Acts. Hammond v. Wells (1952), 19 E.A.C.A. 209.

^{page 20 note 2} Suliman Virji & Sons v. Kassam Amersi, 9 E.A.L.R. 33.

^{page 20 note 3} At p. 34.

^{page 20 note 4} The English Act of 1878. Until the passing of the Chattels Transfer Ordinance in 1930 the English Bills of Sale Acts of 1878 and 1882 applied in Kenya, having been held to be statutes of general application under the East Africa Order in Council, 1897, by Cator, J., in Ganesh Lal v. Devi & Ganga Singh (1902), 1 E.A.L.R. 47 and the Court of Appeal for Eastern Africa in Boustead Brothers v. Wood (1908), 2 E.A.L.R. 119. These two decisions were given statutory recognition by the Bills of Sale Ordinance, 1909, which applied the English Acts of 1878 and 1882 to the East Africa Protectorate until it was repealed by the Chattels Transfer Ordinance.

^{page 21 note 1} At p. 35 of the Report.

^{page 21 note 2} How the grantee was effectively to exercise the right was not discussed by the Court. Ubijus ibi remedium.

^{page 21 note 3} Famal Sunderji Mitha v. Halima Binti Taufic, 16 K.L.R. 89.

^{page 21 note 4} In Mohammedan law a wakf is a charitable trust. “In some places I have rendered the term ‘wakf’ as trust, in others as dedication or consecration. Ryan, C.J., in the case of Doe demFaun Beebee v. Abdollah Barber used the latter expression, and M. Tornouw, in his Droits Musulman, has done the same. Properly analysed, it will be found that the word wakf combines all the ideas conveyed by these different expressions.” Syed Ameer Ali, Mahommedan Law (2nd Edn.) Vol. 1, Preface. For a general criticism of the development by British courts of the law of wakf, see Anderson, Waqfs in East Africa, [1959] J.A.L. 152.

^{page 21 note 5} A statutory body of trustees set up by The Wakf Commissioners Ordinance, 1951 (which replaced an earlier Ordinance), to administer wakf property.

^{page 21 note 6} The transaction was held to be void by reason of this limitation as well as for want of compliance with the Chattels Transfer Ordinance. The founder of the wakf described herself in the instrument as being a Mohammedan professing the Shafei doctrine and the Court held that according to the Shafei authorities a conditional wakf by which the usufruct of the property wakfed is reserved for the benefit of the founder is bad.

^{page 21 note 7} Quoted at p. 92 of the Report.

^{page 21 note 8} The Registration of Titles Ordinance (Cap. 142 of the Revised Edition of the Laws of Kenya, 1926. Now Cap. 160).

^{page 21 note 9} The Land Titles Ordinance (Cap. 143 of the 1926 Edition. Now Cap. 159).

^{page 22 note 1} P. 93 of the Report.

^{page 22 note 2} Section 2.

^{page 22 note 3} See ss. 4 and 7 of the Act of 1878.

^{page 22 note 4} Saleh v. Eljofri & another, 24 K.L.R. (Pt. 1) 17.

^{page 22 note 5} Both counsel agreed this and the case was argued on the footing that the house was movable property. See p. 18.

^{page 23 note 1} He cited Suliman Virji & Sons v. Kassam Amersi (see note 2, p. 20, ante) and two other decisions of the Supreme Court that have not been reported.

^{page 23 note 2} At p. 20. This problem occurs in a more difficult form in the field of bailment. See Simpson, The introduction of the action on the case for conversion (1959), 75 L.Q.R. 364 at pp. 372 and 373, where “the metaphysics of identity” are discussed.

^{page 23 note 3} Ships are also chattels that can be mortgaged but rather special considerations apply to such mortgages. See Dyal Singh v. Kenyan Insurance, Ltd. (1955), 22 E.A.C.A. at 13, and the Merchant Shipping Act, 1894, ss. 31–46 and 91.

^{page 23 note 4} “ The Delivery of Chattels” (1958), 21 M.L.R. 27, 41.

^{page 24 note 1} At p. 42.

^{page 24 note 2} The wisdom of such a decision is the greater if Barlow’s view be accepted, that it is possible that constructive delivery is not limited to chattels of a cumbersome nature and may perhaps be effected in the case of any chattel. See “Gift inter vivos of a chose in possession by delivery of a key” (1956), 19 M.L.R. 394, 400 and 404.

^{page 24 note 3} This immediately raises problems which it is submitted are inherent in the present definition. In a borderline case what might be a chattel to one man might not be one to his weaker younger brother. Is the question in such a case to be decided by the subjective standard of the mortgagor, or the subjective standard of the mortgagee, or the objective standard of the Court, that is to say, the subjective standard of the trial judge?

^{page 24 note 4} Brantom v. Griffits (1877), 36 L.T. 4, 5. The decision is not conclusive as no question of constructive delivery arose. The effect of constructive delivery of possession of goods was considered in three cases but the Acts were in each case held not to apply as the transaction did not amount to a bill of sale. Whether the goods could have been “personal chattels” within the definition in section 4 of the Act of 1878 was not considered. Hilton v. Tucker (1888), 39 Ch. D. 669. Wrightson v. Mc Arthur & Hutchisons (1919) Ltd., [1921] 2 K.B. 807. Bowker v. Williamson (1889), 5 T.L.R. 382. The meaning of the words “capable of complete transfer by delivery” in the Act of 1878 was discussed by Lord Macnaghten in Thomas v. Kelly & Baker (1888), 13 App. Cas. at pp. 518 and 519, but the discussion was on a different point and is not of assistance.

^{page 24 note 5} See note 4, p. 22, ante.

^{page 25 note 1} It would seem that the only way in which it could be “delivered” at all, short of being completely dismantled, would be by the registration book and, perhaps, the receipt for the purchase price originally paid for it, being handed over. See Stoljar, op. cit. 32, where improvised methods of effecting constructive delivery of bulky articles are discussed.

^{page 25 note 2} Dyal Singh v. Kenyan Insurance, Ltd., [1954] 1 All E.R. 847.

^{page 25 note 3} A rather similar problem arose in England on the wording of a special statute. “I do not mean to say that a man is to be allowed to evade the Act of Parliament by building on wheels what he intends to be a wooden structure, and then saying that it is not within the Act because it is on wheels.” L.C.C. v. Pearce, [1892] 2 Q.B. 109, 112 per Vaughan Williams, J.

^{page 25 note 4} See notes 3 and 4, pp. 21 and 22, ante.

^{page 25 note 5} See note, 2 p. 20, ante.

^{page 25 note 6} The only reported case cited by Bourke, J., in Saleh v. Eljofri & another (note 4, p. 22, ante) was Suliman Virji & Sons v. Kassam Amersi (note 2, p. 20, ante), which was decided in 1922.

^{page 26 note 1} See p. 19, ante.

^{page 26 note 2} See the Memorandum of Objects & Reasons for the Registration of Titles (Amendment) Bill, 1933. Govt. Notice No. 645 of 1933. The anxiety was presumably due to uncertainty as to whether the specific provisions of the Registration of Titles Ordinance overrode the general provisions in the Indian Transfer of Property Act, 1882, relating to mortgages. Section 70 of the Act gives a mortgagee, in the absence of a contract to the contrary, the benefit of any accession to the mortgaged property made after the date of the mortgage.

^{page 26 note 3} Now Cap. 160. The section that was amended is s. 46.

^{page 26 note 4} By the Registration of Titles (Amendment) Ordinance, 1933.

^{page 26 note 5} Memorandum of Objects & Reasons for the Chattels Transfer (Amendment) Bill, 1934, Govt. Notice No. 72 of 1934.

^{page 26 note 6} See pp. 19 and 20, ante.

^{page 27 note 1} Shaw v. Shah Vershi Devshi & Co. (1937), 17 K.L.R. (Pt. 11) 20. Virji & another v. Abdulrehman & another (1950), 24 K.L.R. (Pt. 1) 24.

^{page 27 note 2} Shaw v. Shah Vershi Devshi & Co., above. And see Mulla, op. cit. 21.

^{page 27 note 3} This proposition, for what it is worth, seems clear enough, although it does not do away with the necessity for deciding whether a “fixture” in any particular case forms part of the land or not. For a discussion of the difficulties that can arise in such cases, see Wood v. Hewett (1846), 8 Q.B. 913. And see the Indian Transfer of Property Act, 1882, ss. 8 and 3, and Mulla, op. cit., pp. 21 to 23 and p. 80. What is by no means so clear, however, is the position of a fixture that does form part of the land but is mortgaged separately from the land, the latter not being mortgaged or charged. There is little doubt that it was intended that the Chattels Transfer Ordinance should not apply to such a case, but only the Court can say whether the intention of the legislature has been achieved. One recalls with awe the superb confidence of the Attorney-General when speaking in support of the Chattels Transfer (Amendment) Bill, 1934, that introduced the present slovenly wording relating to fixtures. “Put very shortly it amounts to this. Under the Registration of Titles Ordinance fixtures were transferred with the mortgage as part of the security for the mortgagee. Under the Chattels Transfer Ordinance, apparently, the same fixtures could be transferred…. What [the Bill] means is this, that when you execute an instrument under the Chattels Transfer Ordinance, [it is] perfectly clear that fixtures do not pass, with the result that there will be no difficulty when you go before a court of knowing exactly what your security is.” Debates (1934) Vol. 1, 19.

^{page 28 note 1} With the exceptions of the 1st, the only one of these six propositions for which there is authority is the 4th. See Shaw v. Shah Vershi Devshi & Co. and Virji & another v. Abdulrehman & another (note 1, p. 27, anteM). In the latter case the Court appears to have attempted the difficult task of combining the meaning attributed to the words “attached to the earth” in the Indian Transfer of Property Act, 1882, by s. 3 of that Act, with the definitions of the words “land” in the Registration of Titles Ordinance and “immovable property” in the Interpretation and General Clauses Ordinance (Cap. 1) (now the Interpretation and General Provisions Ordinance, 1956).

^{page 28 note 2} By s. 2.

^{page 28 note 3} Failure to register a chattels mortgage does not avoid it altogether, as is the case with a security bill under the English Act of 1882. Such failure only avoids the mortgage against the trustee in bankruptcy, the trustee of an assignment for the benefit of creditors or an execution creditor, of the grantor. See s. 13 (1) of the Ordinance, s. 8 of the Act of 1878 and s. 8 of the Act of 1882. By s. 13 (1) of the Ordinance there is a further limitation on the extent of the avoidance. For a detailed examination of this further limitation, see Rulia Ram v. Karsan Murji & Co. (1947), 14 E.A.C.A. 1, at pp. 4 and 5.

^{page 29 note 1} Rulia Ram v. Karsan Murji & Co., above, at p. 3. And see Abdul Wahid & Sonsv. Munshiram & Co. (1932), 14 K.L.R. 47, which was also a decision of the Court of Appeal for Eastern Africa.

^{page 29 note 2} Waldock, The Law of Mortgages (2nd Edn.) 99.

^{page 29 note 3} Chattels can also be made security for loans by means of pledge, where the transaction is the reverse of a mortgage, in that the borrower parts with the possession of the chattel to the lender, but retains the ownership. Such transactions are of relatively little importance in Kenya as can be seen by the fact that there are only three reported decisions relating to them. Meghji Ladha & Co. v. Pachan & Dokelman (1914), 5 E.A.L.R. 195 (pledge of bullocks!), Padamsi v. Fundi (1928), 11 K.L.R. 84 (ornaments) and Alvares v. Karimbux (1935), 16 K.L.R. 81 (gold chain). The substantive law is contained in ss. 172 to 179 of the Indian Contract Act, 1872 and the Pawnbrokers Ordinance (Cap. 308).

^{page 30 note 1} For an even shorter form, which consists of nothing more than a statutory abstract of particulars, see the European Agricultural Settlement Regulations, 1956, Reg. 13. The form is used to secure advances by the Settlement Board to its tenant farmers and assisted owners.

^{page 30 note 2} The New Zealand influence is very marked in the lengthy covenants to be implied in securities over stock and wool. See paragraphs 8, 9, 10 and 12 in the third Schedule.

^{page 30 note 3} The procedure is the same in the case of stock.

^{page 30 note 4} The Companies Ordinance (Cap. 288) s. 102. The material part of the section is identical with the English Companies Act, 1948, s. 117.

^{page 30 note 5} Harrold v. Plenty, [1901] 2 Ch. 314, 316. Bank of New South Wales v. O’Connor (1888), 14 App. Cas. 273, 282.

^{page 31 note 1} The Société Générale de Paris v. Walker (1885), 11 App.Cas. 20. Powell v. London & Provincial Bank, [1893] 2 Ch. 555.

^{page 31 note 2} The difficulty can also be overcome by the lender having his own name or that of his nominee inserted in the transfer before it is executed by the borrower. If the borrower defaults it will not be necessary for the transfer deed to be redelivered by him before it can be used by the lender. The latter, in order to enforce his security, will execute a transfer of the shares in favour of the purchaser and the two transfers will enable the latter to be registered as the holder of the shares. Monroe, The Law of Stamp Duties (2nd Edn.) 76.

^{page 31 note 3} For the dangers to the borrower in certain cases, in enabling the lender fraudulently to represent himself to innocent third parties as being the beneficial owner of the shares, see Waldock, op. cit. 149.

^{page 31 note 4} There is no estoppel because there is no representation of fact and there is no contract because the certificate does not amount to an offer to contract with outsiders. The endorsement only amounts to a warning to the shareholder that the company may refuse to register a transfer without the certificate. Rainford v. Keith, [1905] 1 Ch. 296, reversed on the facts at [1905] 2 Ch. 147.

^{page 31 note 5} This is what happened in The Société Générale de Paris v. Walker, above.

^{page 31 note 6} Under R.S.C., 0.46 r. 4.

^{page 31 note 7} The Civil Procedure (Revised) Rules, 1948.

^{page 32 note 1} There is a similar procedure to distringas available in England under the Court of Chancery Act, 1841, s. 4, but in view of the specialised nature of this Act it is not thought that it would be held to be a statute of general application in Kenya within Art. 4 (2) of the Kenya Colony Order in Council, 1921. It is possible that the old Exchequer writ of distringas might be held to be available in Kenya, but the procedure in applying for it is now so obscure that it is unlikely that any equitable mortgagee of shares would ever take the trouble to apply for it. For a discussion of the procedure of the Court of Exchequer in granting the writ, see Ex. parte Amyot (1841) 1 Ph. 130 n.

^{page 32 note 2} Moore v. North Western Bank, [1891] 2 Ch. 599, 604.

^{page 32 note 3} This difficulty appears to be met in practice in Kenya by the device of a pencilled note on the register.

^{page 32 note 4} Waldock, op. cit. 148.

^{page 32 note 5} Under the usual Article in the Articles of Association of a company giving the company “a first and paramount lien” over every shareholder’s shares for any sums that may be due by him to the company. See Palmer, Company Precedents (17th Edn.) Part 1, 428, where a rather wider form of words giving the company this lien than that contained in Clause 11 of Table A to the Companies Act, 1948, is suggested.

^{page 32 note 6} Bradford Banking Co. v. Briggs (1887), 12 App. Cas. 29.

^{page 32 note 7} The Act of 1862, s. 30. The material part of the section has been reproduced verbatim in subsequent Acts. See s. 117 of the Act of 1948.

^{page 32 note 8} At p. 40.

^{page 32 note 9} With respect, this is a misnomer. See the discussion by Cozens-Hardy, J., in Harrold v. Plenty, [1901] 2 Ch. 314, 316, of the legal nature of a deposit of a share certificate by way of security, quoted below on page 35 and the description of a deposit by way of equitable mortgage given by Fisher and Lightwood and quoted on the same page.

^{page 33 note 1} For a form of words to be used in the Articles of Association of a company which the editors suggest may enable the company to overcome this decision, see Palmer, op. cit. 430.

^{page 33 note 2} Precedents for these are given in Vol. 10 of the Encyclopaedia of Forms & Precedents (3rd Edn.). The same forms are suitable in Kenya where the substantive law is contained in the Indian Transfer of Property Act, 1882, s. 130. A form of movable property that an employee frequently wishes to charge in favour of his employer to secure, e.g. repayment of a car loan, is his interest in the employer’s provident fund scheme. This, however, is not permissible if the scheme is to be recognised for income tax purposes. The East African Income Tax (Management) Act, 1958, s. 46 (2) (c) (iii).

^{page 33 note 3} Both transactions are sometimes combined in one document.

^{page 33 note 4} For the possibility that a policy may be avoided by the wilful suicide of the insured and the steps that should be taken by a mortgagee to protect himself against this danger, see Waldock, op. cit. 141.

^{page 34 note 1} Mulraj Khatau v. Vishwanath Prabhuram Vaidya (1913), 40 1.A. 24, 30.

^{page 34 note 2} So far as it is material the illustration reads “A effects a policy on his own life with an Insurance Company and assigns it to a Bank for securing the payment of an existing or future debt. If A dies, the Bank is entitled to receive the amount of the policy and to sue on it without the concurrence of A’s executor…”

^{page 34 note 3} It is not clear why the learned lord made this observation, which is not borne out by the wording of the section. The section provides that it is the transfer of an actionable claim that shall only be made by a written instrument; it is silent as to whether an actionable claim may be charged by deposit of the document that evidences the claim.

^{page 35 note 1} Harrold v. Plenty, [1901] 2 Ch. 314, 316.

^{page 35 note 2} Fisher & Lightwood’s Law of Mortgage (7th Edn.) 15. The statement by Lord Dunedin in Imperial Bank of India v. Rai Gyaw Thu and Company (1923), 50 I.A. 283, 293, in the Privy Council, that “unless the deposit of title deeds effects the transfer of an interest in a specific immovable property for the purpose of securing the payment of money advanced or to be advanced it is absolutely nothing at all” does not take the matter any further. The Board was there concerned not with general principles but with the specific wording of section 58 (a) of the Act of 1882 which provides that “A mortgage is the transfer of an interest in specific immovable property…” Once it is accepted that a mortgage can be validly effected in India by the deposit of deeds, as is the case in certain parts of India, then it follows that by statute such a deposit must amount to the transfer of an interest in the mortgaged property.

^{page 35 note 3} This is subject to the intention of the parties. For a curious form of security, known as a “sit upon” title, where documents of title are deposited without any intention of charging the land comprised in them, but only in order that the deeds themselves may be charged, as so much parchment and wax, see VAUGHAN WILLIAMS, L.J., in Swanley Coal Company v. Denton, [1906] 2 K.B. 873, 879.

^{page 35 note 4} Bank of New South Wales v. O’Connor (1888), 14 App. Cas. 273, 282.

^{page 36 note 1} The provisions of the Indian Transfer of Property Act, 1882, are not exhaustive (Mulla, op. cit. 2) and there does not seem to be any reason why the general English rule relating to the security created over a chose in action by deposit of the document of title to it should not apply in India and in Kenya, provided that it is not caught by the restrictive provisions of s. 130 of the Act. S. 2 (b) of the Act preserves any incident of property which is not inconsistent with the Act and Art. 4 (2) of the Kenya Colony Order in Council, 1921, provides that there is to be applied in Kenya the substance of the English common law and the doctrines of equity “so far only as the circumstances of the Colony and its inhabitants permit and subject to such qualifications as local circumstances render necessary.” It does not follow, however, that the decision of the Privy Council would have been any different in Mulraj Khatau’s case even had the Privy Council taken the view that the deposit of the policy with the respondent created a charge over its proceeds in his favour. For a rather similar case where there was a conflict between the holder of an equitable security over chattels and the holder of a subsequent legal security, the rights of the latter being held to prevail, see Foseph v. Lyons (1885), 15 Q.B.D. 280.

^{page 36 note 2} See Fatuma Binti Mohamed Bin Salim Bakhshuwen v. Mohamed Bin Salim Bakhshuwen, [1952] A.C. 1, 14; Elias, Colonial Courts and the doctrine of judicial precedent, (1955), 18 M.L.R. 356, 362; Allott, The Authority of English Decisions in Colonial Courts, [1957] J.A.L. 23, 38 and 39.

^{page 36 note 3} By s. 137 of the same Act.

^{page 36 note 4} See the Indian Transfer of Property Act, 1882, s. 7. Cf. 3 Halsburys Laws (3rd Edn.) 316.

^{page 36 note 5} Married women can contract to the extent permitted by the English Married Women’s Property Acts, 1882 and 1893 as the latter Act has been held by the Court of Appeal for Eastern Africa to be one of general application in Kenya and the former must therefore apply also. Nanyuki General Trading Stores v. Mrs. Peterson (1948), 15 E.A.C.A. 28, approving Ramji Dass & Co. v. McDonald (1935), 16 K.L.R. 103. For the law relating to infants see the Age of Majority Ordinance (Cap. 10), the Indian Contract Act, 1872, ss. 11 and 68 and Pollock & Mulla’s Commentary on the Act (8th Edn.), pp. 69 to 83.

^{page 37 note 1} In theory a similar problem exists in the case of overseas companies carrying on business in Kenya, that have delivered particulars to the Registrar of Companies as required by s. 327 of the Companies Ordinance (Cap. 288). In practice, however, such companies obtain their working capital by other means than chattels mortgages.

^{page 37 note 2} He is the official entrusted, by ss. 5 and 7 of the Chattels Transfer Ordinance, with keeping the register of instruments filed under the Ordinance.

^{page 37 note 3} S. 17 of the Act of 1882.

^{page 37 note 4} Re Standard Manufacturing Co., [1891] 1 Ch. 627. Clark v. Balm, Hill & Co., [1908] 1 K.B. 667.

^{page 37 note 5} This seems to be a restatement of the first argument. 6 Cap. 288.

^{page 38 note 1} This exemption appears, however, to be no wider than that available in England where mortgages and charges created by companies are also excluded from the Bills of Sale Acts. See Re Standard Manufacturing Co., above, at p. 645.

^{page 39 note 1} Cases of limited companies creating fixed securities over their movable assets are comparatively rare. For an example of such a security see Re Hamilton’s Windsor Ironworks (1879), 12 Ch. D. 707.