It is on this ground that in England and in many of the United States such a factor, whether called commission merchant, consignee, agent, or otherwise, is deemed to be the true owner, so far as to render valid a sale, pledge, or other disposition of the property, while the party with whom he deals acts in | good faith. A factor may make a special con-tract with his principal, to guarantee all sales made for him. In continental Europe, sometimes in England, more rarely here, such a factor is said to act under a del credere commission. With us he is commonly, and perhaps universally, said to act under a guarantee commission. The meaning of this is, that in addition to the usual commission (or that agreed upon) for the sale of the goods, he receives a further commission, in considera- tion of which he guarantees the payment by the purchaser Of the price of the goods, and agrees to pay if the purchaser does not. A guarantee commission merchant has the same claim on his principal for his advances as if he made no guarantee. If he takes a note from the purchaser of the goods, this note is the property of his principal, and he guaran-tees the note; and if he takes payment in de- preciated paper, he must make it good.

If money be paid, and he remits it in some cus- tomary and proper way, or in such way as may I be specially directed by the owner, he is not responsible for its safe arrival, unless he under-; takes to guarantee the remittance: in which case he may charge a commission for his guarantee. Without any guarantee commission a factor is liable to his principal, not only for his neglect or default, but for certain acts which seem to assume this liability; as if he sells the goods of several principals to one purchaser, on credit, and takes a note payable or indorsed to himself, and gets it discounted.-It has already been remarked that a factor may buy, sell, sue and be sued, demand, collect, receive, and receipt for money, all in his own name, and as a principal, while a broker can do all this only in his own name and as an agent. This difference between them springs from the possession of the goods by the factor (for possession is one of the principal indicia of ownership) and the non-possession of them by the broker. There is a more important difference between them, founded on the same circumstance; this is, that the factor has a lien on the goods for his advances, charges, and commissions, and a broker has not.

But if a factor voluntarily transfers the goods to the owner, or to the owner's order, he cannot reclaim them as his security, but retains only his personal right to demand his advances and charges from the owner. If the owner is insolvent, the factor takes then only his dividend; whereas if he still holds the possession, the other creditors can have the goods only by discharging the factor's claims in full. Therefore the factor and his principal may have claims against a purchaser which may seem to conflict; for the principal may demand his price, while the factor claims his advances and charges. In general, it may be said that if a purchaser pays in good faith to either, without notice of the other's claim, he will be protected against the other. But if the owner demands his price, the purchaser cannot set off against this, or claim to deduct, a general debt to the purchaser from the factor, unless the factor sold the goods as his own, under circumstances which gave him a right so to sell them, and the buyer believed they were his own; in which case the buyer may charge against the price, or indeed pay the whole price, by the indebtedness of the factor to him.

On the other hand, if the factor has a lien on the goods, and has not lost his lien by parting with the possession of the goods, the buyer cannot set off against this lien any debt due to him from the principal, although the principal be named at the sale as the owner of the goods.-An important distinction is made between a foreign factor, or one who transacts business for his principal in a country in which the latter does not reside, and a domestic factor, or one who acts in the same country in which the principal resides. Although every factor may act in his own name, yet in the case of a foreign factor the law goes much further, and considers the factor as in almost all respects a principal. The reason of this is obvious. A person dealing at home with a factor whose principal resides abroad, has no means of knowing who the principal is, or what goods are his, or by what title they are his, or for what purpose they are in the factor's hands, excepting as the factor may choose to tell him. He can have no access, or certainly no easy access, to the foreign principal, for the purpose of remedy or enforcement; and, on the other hand, cannot be presumed to have bought or sold on the credit of a person thus unknown and inaccessible.

It is but fair, therefore, that the factor should be, as to the purchaser, the principal; and it is equally fair that the factor should be in such case the only principal. These, however, are but presumptions of law. The factor and purchaser may make what agreement they please, and the law will carry it into effect. In the absence of special agreement, that is, in the case of an ordinary transaction with a foreign factor, the buyer may sue the factor, and cannot sue the principal, although the principal may recover from a buyer a price not yet paid to the factor. The rule that the party dealing with the factor looks to him only, seems to be well settled, if he knew that he was dealing with the factor of a foreign principal, and reserved no right or claim against that principal.Whether he could sue the principal, if he did not know him at the time of the transaction, but discovered him afterward, is not so certain; for there are authorities which limit the rule to the former cases, and in the latter give the party a concurrent remedy against the factor and the principal. It seems now settled that, for the purpose of this distinction, the states of the Union are foreign to each other.

It is a general rule that a principal does not lose his property by any wrongful act of his factor, as long as he can trace and identify his goods, either in the factor's hands, or into the hands of any person who holds by representation of or derivation from the factor, without being purchaser, pledgee, or otherwise a transferee in good faith and for value. And when a principal finds his property encumbered by an act of the factor, as a pledge, or the like, he may always recover his property by paying the amount of encumbrance. In some of the United States a fraudulent disposition by a factor of the property of his principal is an indictable offence, and is punished with severity.