an expression of his opinion as to which of the two modes of computation would be the more generally correct. We are not driven to decide that the day of the act must be always excluded. Where a person is to be liable to some detriment during a limited period after the happening of a certain event, it is to his advantage that the period should be so calculated as to be as short as possible; and on that very ground the Courts in such cases have held that the day upon which the event happened was not excluded. But where a person is given a limited time after an event within which to do an act, such as the execution of a deed, it is to his advantage that the period should be computed so as to give him the longest possible time; and the day of the event is, therefore, to be excluded. I think that Sir WILLIAM GRANT was of opinion, although he does. not lay down the rule in so many words, that the question whether the day on which the act from which the time is to run is done is to be excluded depends upon whether it is to the advantage or to the detriment of the person primarily affected that it should be. But it is not necessary for us in this case to go even so far as that. The section which we have to construe does not speak of a period of time running from the doing of an act or the happening of an event. This appears to me to be an à fortiori case. We have only to ask here whether the sheriff held for twenty-one days. We know that in fact he did not. Why should we hold that in law he did? For these reasons I am of opinion that this appeal should be dismissed. Appeal dismissed. Solicitors: H. T. P. Foster, for the Appellant. A. H. B. [FROM THE COURT OF APPEAL, IRELAND.] MCENTIRE & MACONCHY v. CROSSLEY BROTHERS.* 1895, May 10, 13. Bill of Sale-What requires Registration-Hire and Purchase Agreement-Purchase-money payable by Instalments-Transfer of Dominion-Bills of Sale (Ireland) Act, 1879, Amendment Act, 1883 (46 & 47 Vict. c. 7). Where an agreement is entered into between two parties by which one of the parties agrees to hire an article belonging to the other, paying for it by fixed quarterly instalments,—the article to become the property of the lessee upon payment of the last instalment, property in the article does not pass until the full price has been paid, and, therefore, the Bills of Sale (Ireland) Acts, 1879 and 1883, do not give to the lessee's assignee in bankruptcy any better title as against the lessor than the lessee himself had. Coburn v. Collins (1) distinguished. THIS was an appeal from a judgment (2) of the Court of Appeal in Ireland reversing a judgment of Judge BOYD. An agreement was entered into on 23 June, 1892, between the respondents and Thomas Frederick Peel, under which Peel, who afterwards became bankrupt and whose assignees the appellants are, obtained possession of an "Otto" gas engine, the property of the respondents. The agreement was to this effect: that Peel should pay to Messrs. Crossley 601. before delivery, and the balance" in eight equal and consecutive quarterly payments," amounting in the aggregate to 240l., and that, "upon payment by the lessee (Peel) of the several sums aforesaid, then this agreement shall be at an end, and the said 'Otto' gas engine shall become the property of the lessee as purchaser thereof, for the sum of 2401. so to be paid as aforesaid. And until the several sums shall have been fully paid, together with insurance, repairs (if any), and other costs and expenses, legal or otherwise, connected therewith, the said 'Otto' gas engine shall remain * Lord HERSCHELL, L.C., Lords WATSON, ASHBOURNE and SHAND. (1) 35 Ch. D. 373; 56 L. J. Ch. 504; 56 L. T. 431; 35 W. R. 610. (2) [1894] 1 Ir. R. 235: sub nom. In re Peel, ex parte Crossley Brothers, Limited. the sole and absolute property of the owners and lessors, it being hereby expressly declared and agreed that the said 'Otto' gas engine is only let on hire to the lessee until all sums of money due under this agreement are paid." The engine was also to be held by Peel with plates affixed to it, stating that Messrs. Crossley, the defendants, were the owners. At the time when he became bankrupt, several of the payments then due had not been made; and the question was, whether the assignees could claim this gas engine as against Messrs. Crossley, or whether the latter were entitled to resume possession of it as owners. Fletcher Moulton, Q.C., Muir Mackenzie, and Robert Doyle (of the Irish Bar), for the appellants: This case is distinguishable from that of Helby v. Mathews, which was lately argued before this house, as there the hirer could at any time put an end to the arrangement whereas here he could. not. The question in the present case is whether upon the whole agreement the intention of the parties was that the property should pass. [Lord HERSCHELL, L.C.: The passing of the property would have defeated the whole intention of the parties.] In In re Watson (3), it was held that there may be both a sale and a re-sale in the same document. The intention here was that the property should pass but should still be security for the money; in that case it would in bankruptcy pass to the assignee. This was in fact a mortgage of the engine. Cropper v. Donaldson (4), was a case very similar to the present, and in that case the Court of Session held that the property had passed. [Lord WATSON: That was before the Sale of Goods Act, 1893. At that time the Court of Session held delivery to be absolute evidence of the passing of the property.] If the terms of the agreement as a whole make the transferee a mortgagee and nothing more, then there is an attempt to evade the Bills of Sale Act. (3) 25 Q. B. D. 27; 59 L. J. Q. B. 394; 63 L, T. 209; 38 W. R. 567. (4) 7 Court Sess. Cas. (4th series), p. 1108. M.-VOL. II. B B [Lord WATSON: The Bills of Sale Act nowhere says that a person may not pass possession, while retaining property, until the purchase-money is paid in full.] Coburn v. Collins (1) was a case very similar to the present. If the property did not pass in such a case as this, the vendor, on default of the vendee, could deal with the machine as his own, but here it is in effect provided that he may only deal with it as a mortgagee. There are two protections afforded by statute to creditors: one the doctrine of reputed ownership, which owing to recent decisions, has now become a very slender protection; the other the Bills of Sale Act. [Lord HERSCHELL, L.C.: The Bills of Sale Act was intended as a protection to execution creditors to give them the same protection as the general creditors already had.] Sir R. Webster, Q.C., and C. A. Russell, for the respondents, were not called upon. Their Lordships delivered judgment as follows: Lord HERSCHELL, L.C.: [after stating the facts, continued:] The agreement between the parties as regards its effects must be construed in precisely the same way as if there had been no bankruptcy, and, apart from any statutory provision, the assignees in bankruptcy only succeed to the rights of the bankrupt and have no higher or greater rights. The assignees, of course, could not successfully contend that under this agreement Peel could have insisted, as against Messrs. Crossley, on retaining possession of this engine without paying the sum, or what was necessary to make up the sum of 240l.; and, therefore, at common law, the assignees would be in no better position. There are, so far as I know, only two statutory provisions which, in such a case as this, could give the assignees a better right than the bankrupt. One of them is the provision in the Bankruptcy Act known as the reputed ownership clause-that is to say, that if the goods, although the goods of Messrs. Crossley, were in the reputed ownership of the bankrupt, though the bankrupt could not have claimed to have retained them as against Messrs. Crossley, the assignees can. That was the question argued in the Courts below. The present appellants there insisted upon their rights to the engine under the reputed ownership clause of the Bankruptcy Act. That was decided against them. They have abandoned any claim to it on this appeal, and therefore the provisions of the Bankruptcy Act are out of the case. The only other statute which could give the assignees a better right under the bankruptcy is the Bills of Sale Act; and under the Bills of Sale Act, if a bankrupt has in his possession goods which are the property of any other person, there is no doubt that, although the bankrupt has transferred the property to that other person, or given that other person rights in the nature of rights of property over it, if the goods remain in his possession and he becomes bankrupt, his assignees in bankruptcy can claim the property disregarding all the rights which he has given, unless the instrument carrying out the transaction (if it has been carried out by an instrument) has been registered as a bill of sale. But, of course, in order to make out that the assignees have a title to this engine under the Bills of Sale Act, it is absolutely essential to prove that the property in this engine, at some time or other, passed to the bankrupt. Of course, if the property never passed to the bankrupt, he can never have conveyed it, or assigned it, or given the right to seize, nor have given any of the rights over it within the meaning of the Bills of Sale Act. The Bills of Sale Act relates to assurances or assignments or rights to seize given or conferred by the person who owns the property. Of course here, if the true view is that the property in this gas engine has never been out of Messrs. Crossley, then the bankruptcy of Peel cannot affect their title in any manner or shape, and the property must still remain in them and all the rights under the agreement must remain. Now, that necessitates an examination of the agreement. It seems to me that the only question in this case is: did the property in this gas engine pass at any time from Messrs. Crossley to Peel? Coming then to the examination of the agreement, I quite concede that the agreement must be regarded as a whole-its substance must be looked at. The parties cannot, by the insertion of any mere words, defeat the effect of the transaction as appearing from the whole of the agreement into which they have entered. If the words in one part of it point in one direction and the words in another part point in another direction, you must look at the agree |