BILLS OF SALE LAW (2016 Revision)

CAYMAN ISLANDS BILLS OF SALE LAW (2016 Revision) Supplement No.3 published with Extraordinary Gazette No.69 of 2nd September, 2016. PUBLISHING DETAILS Cap. 13 of the 1963 Revised Edition consolidated with Laws 2 of 1999 and 3 of 2015. Revised under the authority of the Law Revision Law (1999 Revision). Originally enacted- Cap. 13-1st January, 1964 Law 2 of 1999-14th April, 1999 Law 3 of 2015-17th April, 2015. Consolidated and revised this 28th day of July, 2016. Note (not forming part of the Law): This revision replaces the 2000 Revision which should now be discarded. Page 2 Revised as at 28th day of July, 2016 c Bills of Sale Law (2016 Revision) Arrangement of Sections CAYMAN ISLANDS BILLS OF SALE LAW (2016 Revision) Arrangement of Sections Section Page 1. Short title ...................................................................................................................................5 2. Definitions and interpretation .....................................................................................................5 3. Bill of sale of personal chattels to be void if not recorded ...........................................................7 4. Defeasances or conditions of bills of sale to be written on the same paper with bills of sale ............................................................................................................................................8 5. On payment of debt satisfaction to be entered ...........................................................................8 6. Debentures to which Law does not apply ...................................................................................8 SCHEDULE 9 FORM OF CERTIFICATE REQUIRED FOR THE PURPOSE OF SECTION 3(2) 9 c Revised as at 28th day of July, 2016 Page 3 Bills of Sale Law (2016 Revision) Section 1 CAYMAN ISLANDS BILLS OF SALE LAW (2016 Revision) ENACTED by the Legislature of the Cayman Islands. 1. Short title 1. This Law may be cited as the Bills of Sale Law (2016 Revision). 2. Definitions and interpretation 2. (1) In this Law — “aircraft objects” has the meaning assigned in the Aircraft Protocol; “Aircraft Protocol” means the Protocol to the Convention on International Interests in Mobile Equipment on matters specific to Aircraft Equipment which was concluded at Cape Town, South Africa on 16th November, 2001; “bill of sale” includes bills of sale, assignments, transfers, declarations of trust without transfer and other assurances of personal chattels, and also powers of attorney, authorities or licences to take possession of personal chattels as security for any debt, but shall not include the following documents, that is to say: assignments for the benefit of the creditors of the person making or giving the same; marriage settlements; transfer or assignments of any ship or vessel, or any share thereof; bills of sale, either absolutely or conditionally, in respect of any aircraft object or transfer or assignment of any aircraft object; transfers of goods in the ordinary course of business of any trade or calling; bills of sale of any goods in foreign parts or at sea; bills of lading; warehouse keepers’ certificates; warrants or orders for the delivery of goods, or any other documents used in the ordinary course of business as proof of the possession c Revised as at 28th day of July, 2016 Page 5 Section 2 Bills of Sale Law or control of goods, or authorising, or purporting to authorise, either by endorsement or by delivery, the possessor of such document to transfer or to receive goods thereby represented; “Cape Town Convention” means the Convention on International Interests in Mobile Equipment concluded at Cape Town, South Africa, on 16th November, 2001; “international interests” has the meaning assigned in the Cape Town Convention; and “personal chattels” means goods, furniture, fixtures and other articles capable of complete transfer by delivery, and shall not include chattel interests in real estate, nor shares or interests in the stock, funds or securities of any government, or in the capital or property of any incorporated or joint stock company, nor choses in action, nor international interests, nor any stock or produce upon any plantation or lands which, by virtue of any covenant, agreement or custom of the country, ought not to be removed from any plantation where the same are at the time of the making or giving of a bill of sale. (2) Personal chattels shall be deemed to be in the apparent possession of the person making or giving the bill of sale so long as they shall remain or be in or upon any house, mill, warehouse, building, works, yard, land or other premises occupied by him, or as they shall be used and enjoyed by him in any place whatsoever notwithstanding the formal possession thereof may be taken by or given to any other person. Page 6 Revised as at 28th day of July, 2016 c Bills of Sale Law (2016 Revision) Section 3 3. Bill of sale of personal chattels to be void if not recorded 3. (1) Every bill of sale of personal chattels, either absolutely or conditionally, or subject, or not subject to any trusts, and whereby the grantee or holder has power, either with or without notice, and either immediately after the making of the said bill of sale, or at any future time, to take possession of any property and effects comprised in, or made subject to such bill of sale, and every schedule or inventory which is thereto annexed, or therein referred to, and every attestation of the execution thereof shall, together with a description of the residence and occupation of the person giving the same, and of every attesting witness thereto, or in case the same is made or given by any person under or in execution of any process, then a description of the residence and occupation of the person against whom such process has been issued, and of every attesting witness, be recorded at length in the office of the Public Recorder within ninety days after the making or giving of such bill of sale (in like manner as deeds relating to real property in the Islands are recorded), otherwise such bill of sale shall, as against all assignees of the estate and effects of the person whose goods, or any of them, are comprised in such bill of sale, under the laws relating to bankruptcy or insolvency, or under any assignment for the benefit of the creditors of such person, and as against the Bailiff of the Court, his deputies and assistants and other persons seizing any property or effects comprised in such bill of sale, in the execution of any process of any Court of Law or equity, authorising the seizure of the goods of the person by whom, or of whose goods such bill of sale was made, and against every person on whose behalf such process was issued, be unenforceable, so far as regards the property in, or right to the possession of any personal chattels comprised in such bill of sale, which, at or after the time of such bankruptcy or declaration of insolvency, or of the execution by the debtor of such assignment for the benefit of his creditors or of executing such process (as the case may be), and after the expiration of the said period of ninety days shall be in the possession, or apparent possession of the person making such bill of sale, or of any person against whom the process was issued under, or in the execution of which such bill of sale was made or given, as the case may be. (2) No bill of sale shall be registered unless it has endorsed thereon or attached thereto a certificate in the form set out in the Schedule completed by a judge, magistrate, justice of the peace, notary public, commissioner for oaths or administrative officer. c Revised as at 28th day of July, 2016 Page 7 Section 4 Bills of Sale Law 4. Defeasances or conditions of bills of sale to be written on the same paper with bills of sale 4. If a bill of sale is made or given, subject to any defeasance, condition or declaration of trust, not contained in the body thereof, such defeasance, condition or declaration of trust shall, for the purposes of this Law, be taken as part of such bill of sale, and shall be written on the same paper or parchment on which such bill of sale is written before the time when the same is recorded, otherwise such bill of sale shall be unenforceable as against the same persons, and as regards the same property and effects, as if such bill of sale had not been recorded according to this Law. 5. On payment of debt satisfaction to be entered 5. On the debt, if any, for which any bill of sale as aforesaid was made or given, being satisfied or discharged, the grantee or holder of such bill of sale shall cause satisfaction to be entered on the margin of the record of the said bill of sale in the office of the Public Recorder, otherwise it shall be lawful for a Judge of the Grand Court on proof of the satisfaction or discharge of the said debt, to order a memorandum of satisfaction to be so entered upon the margin of the record of the said bill of sale. 6. Debentures to which Law does not apply 6. Nothing in this Law shall apply to debentures issued by any company registered under the Companies Law (2016 Revision) and secured upon the capital stock or goods, chattels and effects of such company. Page 8 Revised as at 28th day of July, 2016 c Bills of Sale Law (2016 Revision) SCHEDULE SCHEDULE section 3(2) FORM OF CERTIFICATE REQUIRED FOR THE PURPOSE OF SECTION 3(2) I CERTIFY that the within named (name) appeared before me on the day of , 20........ and, being identified (or being known to me) acknowledged the above signature or mark to be his/hers/theirs* and that- (a) he/she/they* had freely and voluntarily executed this instrument; (b) the effect of this instrument has been explained to him/her/them;* and (c) he/she/they* understood its contents. (Signed) …............................................ Capacity of signatory*: judge magistrate justice of the peace notary public commissioner for oaths administrative officer *Delete as appropriate. Publication in consolidated and revised form authorised by the Cabinet this 30th day of August, 2016. Kim Bullings Clerk of Cabinet c Revised as at 28th day of July, 2016 Page 9