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audited as provided by law on the approval of the secretary of the State Board of Health. He shall at all times be subject to the orders of and removal by the State Board of Health.

SEC. 13. Act number twenty-eight of the public acts of Act repealed. nineteen hundred nine is hereby repealed. Approved April 22, 1913.

[No. 99.]

AN ACT to amend section fifty-three of act number two hundred five of the Public Acts of eighteen hundred eightyseven, entitled "An act to revise the laws authorizing the business of banking, and to establish a Banking Department for the supervision of such business," being section six thousand one hundred forty-two of the Compiled Laws of eighteen hundred ninety-seven.

The People of the State of Michigan enact:

amended.

SECTION 1. Section fifty-three of act number two hundred Section five of the Public Acts of eighteen hundred eighty-seven, entitled "An act to revise the laws authorizing the business of banking, and to establish a Banking Department for the supervision of such business," being section six thousand one hundred forty-two of the Compiled Laws of eighteen hundred ninety-seven, is hereby amended to read as follows:

SEC. 53. Any bank organized under the provisions of this When bank may liquidate act may go into liquidation and be closed by a vote of its stockholders owning two-thirds of its capital. It shall be the duty of the Commissioner of the Banking Department to cause to be filed in his office, by such bank, certified copies of all such proceedings had by the directors and stockholders thereof, which such stockholders' proceedings shall set forth that stockholders owning at least two-thirds of the capital stock, voted in favor of placing the bank in liquidation, and shall also among other things set forth the reasons for placing the bank in liquidation. After certified copies of the Examination stockholders' proceedings have been filed with the Commissioner of the Banking Department, he shall make an examination of the bank for the purpose of determining whether or not its depositors and creditors will be defeated and defrauded by such liquidation in the collection of their claims against said bank. The expenses of such examination shall Per diem be paid by the bank, but shall not exceed ten dollars per day for each examiner, and actual expenses incurred while mak

expenses.

Report, bank ing the examination.

to make.

Notice of liquidation.

Such bank so in liquidation shall make a report to the Commissioner of the Banking Department at least once each thirty days from and after the time the bank ceases to transact business as such, which report shall give a list of assets wholly or partially realized upon, together with the amount of each so remaining uncollected, and also a list of the liabilities retired by application of such amount so realized. Said Commissioner of the Banking Department shall have power to examine into the affairs of the bank so liquidating, at any time for the purpose of determining that the rights of the creditors and depositors are being subserved. The board of directors shall cause notice of such liquidation, notifying creditors to present their claims against the bank for payment, to be published once in each week for eight successive weeks in a newspaper published in the city, village or county in which the bank is located, or if no newspaper is there published then in a newspaper published at the nearest county seat. Approved April 22, 1913.

Capacity liabilities.

[No. 100.]

AN ACT to make uniform the law of sales of goods.

The People of the State of Michigan enact:

SECTION 1.

PART I.

Formation of the contract.

Contracts to sell and sales.

(1) A contract to sell goods is a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price.

(2) A sale of goods is an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price.

(3) A contract to sell or a sale may be absolute or conditional.

(4) There may be a contract to sell or a sale between one part owner and another.

SEC. 2. Capacity-Liabilities for necessaries. Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property. Where necessaries are sold and delivered to an infant, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price

therefor. Necessaries in this section mean goods suitable to the condition in life of such infant or other person, and to his actual requirements at the time of delivery.

Formalities of the contract.

SEC. 3. Form of contract or sale. Subject to the provisions of this act and of any statute in that behalf, a con tract to sell or a sale may be made in writing, either with or without seal, or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred from the conduct of the parties.

SEC. 4. Statute of frauds.

(1) A contract to sell or a sale of any goods or choses in action of the value of one hundred dollars or upwards shall not be enforceable by action, unless the buyer shall accept part of the goods or choses in action so contracted to be sold or sold, and actually receive the same, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract or sale be signed by the party to be charged, or his agent in that behalf.

(2) The provisions of this section apply to every such contract or sale, notwithstanding that the goods may be intended to be delivered at some future time, or may not at the time of such contract or sale be actually made, procured or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery; but if the goods are to be manufactured by the seller especially for the buyer, and are not suitable for sale to others in the ordinary course of the seller's business, the provisions of this section shall not apply.

(3) There is an acceptance of goods within the meaning of this section when the buyer, either before or after delivery of the goods expresses by words or conduct his assent to becoming the owner of those specific goods.

Subject matter of contract.

SEC. 5. Existing and future goods.

(1) The goods which form the subject of a contract to sell may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract to sell, in this act called "future goods."

(2) There may be a contract to sell goods, the acquisition of which by the seller depends upon a contingency which may or may not happen.

(3) Where the parties purport to effect a present sale of future goods, the agreement operates as a contract to sell the goods.

SEC. 6. Undivided shares.

(1) There may be a contract to sell or a sale of an undivided share of goods. If the parties intend to effect a present sale, the buyer by force of the agreement, becomes an owner in common with the owner or owners of the remaining shares.

(2) In the case of fungible goods, there may be a sale of an undivided share of a specific mass though the seller purports to sell and the buyer to buy a definite number, weight or measure of the goods in the mass, and though the number, weight or measure of the goods in the mass is undetermined. By such a sale the buyer becomes owner in common of such a share of the mass as the number, weight or measure bought bears to the number, weight or measure of the mass. If the mass contains less than the number, weight or measure bought, the buyer becomes the owner of the whole mass and the seller is bound to make good the deficiency from similar goods unless a contrary intent appears.

SEC. 7. Destruction of goods sold.

(1) Where the parties purport to sell specific goods, and the goods without the knowledge of the seller have wholly perished at the time when the agreement is made, the agreement is void.

(2) Where the parties purport to sell specific goods, and the goods without the knowledge of the seller have perished in part or have wholly or in a material part so deteriorated in quality as to be substantially changed in character, the buyer may at his option treat the sale:

(a) As avoided, or

(b) As transferring the property in all of the existing goods, or in so much thereof as have not deteriorated, and as binding the buyer to pay the full agreed price if the sale was indivisible, or to pay the agreed price for the goods in which the property possess if the sale was divisible.

SEC. 8. Destruction of goods contracted to be sold. (1) Where there is a contract to sell specific goods, and subsequently, but before the risk passes to the buyer, without any fault on the part of the seller or the buyer, the goods wholly perish, the contract is thereby avoided.

(2) Where there is a contract to sell specific goods, and subsequently, but before the risk passes to the buyer, without any fault of the seller or the buyer, part of the goods perish or the whole or a material part of the goods so deteriorate in quality as to be substantially changed in character, the buyer may at his option treat the contract:

(a) As avoided, or

(b) As binding the seller to transfer the property in all of the existing goods or in so much thereof as have not deteriorated, and as binding the buyer to pay the full agreed price if the contract was indivisible, or to pay the agreed

price for so much of the goods as the seller, by the buyer's option, is bound to transfer if the contract was divisible.

The price.

SEC. 9. Definition and ascertainment of price.

(1) The price may be fixed by the contract, or may be left to be fixed in such manner as may be agreed, or it may be determined by the course of dealing between the parties. (2) The price may be made payable in any personal property.

(3) Where transferring or promising to transfer any interest in real estate constitutes the whole or part of the consideration for transferring or for promising to transfer the property in goods, this act shall not apply.

(4) Where the price is not determined in accordance with the foregoing provisions the buyer must pay a reasonable price. What is a reasonable price is a question of fact dependent on the circumstances of each particular case. SEC. 10. Sale at a valuation.

(1) Where there is a contract to sell or a sale of goods at a price or on terms to be fixed by a third person, and such third person without the fault of the seller or the buyer, cannot or does not fix the price or terms, the contract or the sale is thereby avoided; but if the goods or any part thereof have been delivered to and appropriated by the buyer he must pay a reasonable price therefor.

(2) Where such third person is prevented from fixing the price or terms by fault of the seller or the buyer, the party not in fault may have such remedies against the party in fault as are allowed by parts four and five of this act.

Conditions and warranties.

SEC. 11. Effect of conditions.

(1) Where the obligation of either party to a contract to sell or a sale is subject to any condition which is not performed, such party may refuse to proceed with the contract or sale or he may waive performance of the condition. If the other party has promised that the condition should hap pen or be performed, such first mentioned party may also treat the non-performance of the condition as a breach of warranty.

(2) Where the property in the goods has not passed, the buyer may treat the fulfillment by the seller of his obligation to furnish goods as described and as warranted expressly or by implication in the contract to sell as a condition of the obligation of the buyer to perform his promise to accept and pay for the goods.

SEC. 12. Definition of express warranty. Any affirmation Definition of of fact or any promise by the seller relating to the goods is express waran express warranty if the natural tendency of such affirma

ranty.

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