and the receipts for the premiums which shall become payable therefor.

6. It is hereby expressly declared that the property in said machinery shall remain in the said party of the first part to all intents and purposes; provided, that the said machinery shall become the absolute property of the said party of the second part on the expiration of the said term, and payment of all the rent hereby covenanted to be paid, and all costs, charges, and expenses provided for under this agreement.

7. In case of the bankruptcy of the said party of the second part, or in case he shall assign, transfer, or mortgage the said machinery, or any part thereof, or in case he shall make default in performing and observing any of the covenants, conditions, or agreements herein contained, the said. aggregate sum of........... .....dollars shall become immediately payable to the said party of the first part, and he may at his option enter said premises, and every building in which any part of the said machinery may be, and take possession of and remove the said machinery.

8. The said machinery is to be attached to that certain building occupying or standing on the following described premises, to-wit:

(Here describe the lot or tract of land on which the mill or building is situated; if in a city or village, describe its location by street number, if known; if in a city or county where the block system of recording and indexing conveyances is in use, the section and block within which it is located must be given.)

In witness whereof the parties hereto have hereunto set their hands and seals the day and year first above written.

. (Seal.) (Seal.)

Section 31v.-ASSIGNMENT OF CONTRACT.-The contract may be assigned, if there is nothing in its terms prohibiting such assignment. Under the contract the vendee is entitled to the possession of the property, and to become the absolute owner thereof, upon complying with the terms of the contract. These are rights of which he cannot be divested by any act of the vendor, and which he can

transfer to another in the absence of a stipulation in the contract to the contrary. The title to the property vests in the vendee upon the performance of the conditions of the sale, or in his assignee in the event that he has transferred his interest therein. He cannot sell the property itself, for he does not own it until final payment. But he can assign and transfer to another his interest in the contract, unless the contract itself prohibits such transfer.

Section 31w.-FORM OF ASSIGNMENT OF INSTALLMENT CONTRACT.-The following is a form of assignment of an installment contract. This form is to be indorsed on the contract, or written on a separate paper and affixed to the contract:

San Francisco, California,.

191.. For value received, I do hereby transfer, assign and convey to.... his heirs and assigns forever all my right, title, and interest in, to, and under the within instrument.

Stoppage in Transit.

Section 32.-WHEN SELLER OR CONSIGNOR MAY STOP GOODS IN TRANSIT.-A seller or consignor of goods, whose claim for the price has not been paid, may stop the goods while on their way to the buyer or consignee, and may take possession of the goods. He may do this whenever it becomes known to him, after parting with the property, that the buyer or consignee is insolvent. A person is insolvent, in the meaning of the law, when he ceases to pay his debts in the manner usual with persons of his business, or when he declares his inability or unwillingness to pay his debts. The property can be stopped only by notice to the carrier or holder of the goods, or by taking actual possession of the goods. As the taking of actual possession will be ordinarily impossible, where the goods are on the way to the buyer or consignee on board

cars or vessels, a notice to the carrier not to deliver the goods will be sufficient to stop them; and if the carrier, notwithstanding such notice, delivers the goods to the buyer or consignee, the carrier will be liable to the seller or consignor in damages. The property can only be stopped while in transit. The transit of property is at an end when it comes into the possession of the consignee, or into the possession of his agent to receive it. Therefore, if the seller, after shipping the goods, discovers that the consignee is insolvent (that he has ceased to pay his debts in the usual manner, or has declared his inability or unwillingness to pay his debts), he must act promptly in order to stop the goods, and must give notice to the carrier not to make delivery. The sale of the goods is not rescinded by stopping them in transit. The seller simply resumes his vendor's lien for the price of the goods, and, if the consignee comes forward and pays the sum due on the purchase price, the goods must be released and allowed to proceed on their way. The seller, by stopping the goods in transit, does not become again the owner. He has parted with the title, but he again comes into possession, and holds the goods for the unpaid price. The carrier, after notice to stop, must deliver the goods to the vendor, and the vendor will then hold the property until the expiration of the credit given, and may then proceed to give notice and sell them again.

Civil Code, Sections 3076, 3077, 3078, 3079, 3080.

Section 33.-RESALE OF PERSONAL PROPERTY. -There has been some controversy in the courts as to the manner of reselling personal property held under a vendor's lien, but the safer method is to give written notice to the vendee, and publish notice to the public, of the time and place of sale, and then to sell the goods at public auction. No particular form of notice need be employed, as any words or form will be sufficient which describes the goods, the time and place of sale, and the manner and terms of the sale.

Section 34.-WHAT WILL DEFEAT VENDOR'S RIGHT TO STOP GOODS.-The right of stoppage in tranist belongs only to one occupying in some way the relation of vendor toward the consignee of the goods. And where the goods are transferred by the vendee to a bona fide purchaser for value, this will defeat the vendor's right to stop the goods. Where the buyer has possession of the bill of lading, with the consent of the seller, and indorses it to a bona fide purchaser of the goods,-to one who has no notice of the seller's claim or the buyer's insolvency, and who pays value for the goods, this will defeat the right to stop the goods. The consignee may intercept the goods on the way, and take possession of them, at a different station or place from that of their destination, and the consignor's right of stoppage will be lost.

Warranty of Personal Property.

Section 35.-WARRANTY OF TITLE.-A warranty is an engagement by which a seller assures to a buyer the existence of some fact affecting the transaction, whether past, present, or future. A warranty of the character, condition, or quality of personal property arises from contract, either express or implied. The parties may expressly state the warranty they agree upon, or a warranty may arise by reason of some obligation which the law imposes upon the parties or the circumstances. One who sells personal property as his own thereby warrants that he has a good and unencumbered title to the property. The law implies this warranty from the fact of sale.

Civil Code, Section 1765.

Section 36.-WARRANTY ON SALE BY SAMPLE. -One who sells or agrees to sell goods by sample thereby warrants the quality of the bulk to be equal to that of the sample. Where goods are sold by sample, and the articles are inferior to the sample shown, the purchaser is not bound to accept the goods, for that would be to force upon him

goods of a different quality from that which he bargained for. In a sale by sample the law implies a warranty that the bulk of the property sold is equal to the sample exhibited. This warranty constitutes a condition of the contract of sale, and in such case the delivery of the goods to the carrier for transportation to the buyer does not have the effect of passing title to the buyer. In order that the delivery of the goods to the carrier shall operate to pass the title to the consignee, it is essential that the goods so delivered shall conform in quantity and quality with the order given for them. If, therefore, the vendor sends more or less than the quantity ordered, or of a different quality, the title will not pass unless the purchaser accepts them. (Decided by the Supreme Court of California in the case of Gardiner vs. McDonogh, which decision is printed in Volume 28, California Decisions, page 776.)

Civil Code, Section 1766.

Section 37.-WARRANTY ON AGREEMENT TO SELL MERCHANDISE NOT IN EXISTENCE.-A person may agree to sell merchandise not then in existence, but he thereby warrants that it shall be sound and merchantable at the place of production contemplated by the parties; and the seller also warrants that such merchandise, when delivered, shall be as nearly sound and merchantable at the place of delivery as can be secured by reasonable

care.

Civil Code, Section 1768.

Section 38.- MANUFACTURER'S WARRANTY AGAINST DEFECTS.-One who sells or agrees to sell an article of his own manufacture thereby warrants it to be free from any latent defect, not disclosed to the buyer, arising from the process of manufacture; and also that neither he nor his agent in such manufacture has knowingly used improper materials therein; and one who manufactures an article, under an order for a particular purpose,