Dealings under of appa rent owner. not a conversion. If undertaken in good faith, it would seem not to be actionable at all; otherwise it might come within the analogy of slander of title. But if a wrongful sale is followed up by delivery, both the seller (9) and the buyer (") are guilty of a conversion. Again, a mere collateral breach of contract in dealing with goods entrusted to one is not a conversion; as where the master of a ship would not sign a bill of lading except with special terms which he had no right to require, but took the cargo to the proper port and was willing to deliver it, on payment of freight, to the proper consignee (s). A merely ministerial dealing with goods, at the request authority of an apparent owner having the actual control of them, appears not to be conversion (t); but the extent of this limitation or exception is not precisely defined. The point is handled in the opinion delivered to the House of Lords in Hollins v. Fowler (u) by Lord Blackburn, then a Justice of the Queen's Bench; an opinion which gives in a relatively small compass a lucid and instructive view of the whole theory of the action of trover. It is there said that "on principle, one who deals with goods at the request of the person who has the actual custody of them, in the bona fide belief that the custodian is the true owner, or has the authority of the true owner, (g) Lancashire Waggon Co. v. Fitzhugh (1861) 6 H. & N. 502, 30 L. J. Ex. 231 (action by bailor against sheriff for selling the goods absolutely as goods of the bailee under a fi. fa.; the decision is on the pleadings only). (r) Cooper v. Willomatt (1845) 1 C. B. 672, 14 L. J. C. P. 219. (s) Jones v. Hough (1879) 5 Ex. Div. 115, 49 L. J. Ex. 211; cp. Heald v. Carey (next note). (t) Heald v. Carey (1852) 11 C. B. 977, 21 L. J. C. P. 97; but this is really a case of the class last mentioned, for the defendant received the goods on behalf of the true owner, and was held to have done nothing with them that he might not properly do. (u) L. R. 7 H. L. at pp. 766 768. should be excused for what he does if the act is of such a nature as would be excused if done by the authority of the person in possession (x), if he was a finder of the goods, or intrusted with their custody." This excludes from protection, and was intended to exclude, such acts as those of the defendants in the case then at bar: they had bought cotton, innocently and without negligence, from a holder who had obtained it by fraud, and had no title, and they had immediately resold it to a firm for whom they habitually acted as cotton brokers, not making any profit beyond a broker's commission. Still it appeared to the majority of the judges and to the House of Lords that the transaction was not a purchase on account of a certain customer as principal, but a purchase with a mere expectation of that customer (or some other customer) taking the goods; the defendants therefore exercised a real and effective though transitory dominion: and having thus assumed to dispose of the goods, they were liable to the true owner (y). So would the ultimate purchasers have been (though they bought and used the cotton in good faith), had the plaintiffs thought fit to sue them (z). servants. But what of the servants of those purchasers, who Acts of handled the cotton under their authority and apparent title, and by making it into twist wholly changed its form? Assuredly this was conversion enough in fact and in the common sense of the word; but was it a conversion in law? Could any one of the factory hands have been made the nominal defendant and liable for the whole value of the (x) Observe that this means physical possession; in some of the cases proposed it would be accompanied by legal possession, in others not. (y) See per Lord Cairns, 7 H. L. at p. 797. (2) Blackburn J., 7 H. L. 764, 768. Redelivery by bailees. cotton? Or if a thief brings corn to a miller, and the miller, honestly taking him to be the true owner, grinds the corn into meal and delivers the meal to him without notice of his want of title; is the miller, or are his servants, liable to the true owner for the value of the corn ()? Lord Blackburn thought these questions open and doubtful. There appears to be nothing in the authorities to prevent it from being excusable to deal with goods merely as the servant or agent of an apparent owner in actual possession, or under a contract with such owner, according to the apparent owner's direction; neither the act done, nor the contract (if any), purporting to involve a transfer of the supposed property in the goods, and the ostensible owner's direction being one which he could lawfully give if he were really entitled to his apparent interest, and being obeyed in the honest («) belief that he is so entitled. It might or might not be convenient to hold a person excused who in good faith assumes to dispose of goods as the servant and under the authority and for the benefit of a person apparently entitled to possession but not already in possession. But this could not be done without overruling accepted authorities (b). A bailee is prima facie estopped as between himself and the bailor from disputing the bailor's title (c). Hence, as he cannot be liable to two adverse claimants at once, he is (2) Blackburn J., 7 H. L. 764, 768. (a) Should we say "honest and reasonable"? It seems not; a person doing a ministerial act of this kind honestly but not reasonably ought to be liable for negligence to the extent of the actual damage imputable to his negligence, not in trover for the full value of the goods; and even apart from the technical effect of conversion, negligence would be the substantial and rational ground of liability. Behaviour grossly inconsistent with the common prudence of an honest man might here, as elsewhere, be evidence of bad faith. (b) See Stephens v. Elwall, 4 M. & S. 259, p. 306, above. (c) 7 Hen. VII. 22, pl. 3, per Martin. Common learning in modern books. also justified in redelivering to the bailor in pursuance of his employment, so long as he has not notice (or rather is not under the effective pressure) (d) of any paramount claim it is only when he is in danger of such a claim that he is not bound to redeliver to the bailor (e). This case evidently falls within the principle suggested by Lord Blackburn; but the rules depend on the special character of a bailee's contract. limited Where a bailee has an interest of his own in the goods Abuse of (as in the common cases of hiring and pledge) and under interest. colour of that interest deals with the goods in excess of his right, questions of another kind arise. Any excess whatever by the possessor of his rights under his contract with the owner will of course be a breach of contract, and it may be a wrong. But it will not be the wrong of conversion unless the possessor's dealing is "wholly inconsistent with the contract under which he had the limited interest,' as if a hirer for example destroys or sells the goods (ƒ). That is a conversion, for it is deemed to be a repudiation of the contract, so that the owner who has parted with possession for a limited purpose is by the wrongful act itself restored to the immediate right of possession, and becomes the effectual "true owner" capable of suing for the goods or their value. But a merely irregular exercise of power, as a sub-pledge (g) or a premature sale (h), is not (d) Biddle v. Bond (1865) 6 B. & S. 225, 34 L. J. Q. B. 137, where it is said that there must be something equivalent to eviction by title paramount. (e) See Sheridan v. New Quay Co. (1858) 4 C. B. N. S. 618, 28 L. J. C. P. 58; European and Australian Royal Mail Co. v. Royal Mail Steam Packet Co. (1861) 30 L. J. C. P. 247; Jessel M.R. in (f) Blackburn J., L. R. 1 Q. B. (g) Donald v. Suckling (1866) L. R. 1 Q. B. 585, 35 L. J. Q. B. 232. (h) Halliday v. Holgate (1868) a conversion; it is at most a wrong done to the reversionary interest of an owner out of possession, and that owner must show that he is really damnified (i). The technical distinction between an action of detinue or trover and a special action on the case here corresponds to the substantial and permanent difference between a wrongful act for which the defendant's rightful possession is merely the opportunity, and a more or less plausible abuse of the right itself. The case of a common law lien, which gives no power of disposal at all, is different; there the holder's only right is to keep possession until his claim is satisfied. If he parts with possession, his right is gone, and his attempted disposal merely wrongful, and therefore he is liable for the full value (k). But a seller remaining in possession who re-sells before the buyer is in default is liable to the buyer only for the damage really sustained, that is, the amount (if any) by which the market price of the goods, at the time when the seller ought to have delivered them, exceeds the contract price (7). The seller cannot sue the buyer for the price of the goods, and if the buyer could recover the full value from the seller he would get it without any consideration: the real substance of the cause of action is the breach of contract, which is to be compensated according to the actual damage (m). A mortgagor having the Ex. Ch. L. R. 3 Ex. 299; see at p. 302, 37 L. J. Ex. 174. (i) In Johnson v. Stear (1863) 15 C. B. N. S. 330, 33 L. J. C. P. 130, nominal damages were given; but it is doubtful whether, on the reasoning adopted by the majority of the Court, there should not have been judgment for the defendant: see 2 Wms. Saund. 114; Blackburn J., L. R. 1 Q. B. 617; Bramwell L. J., 3 Q. B. D. 490. (k) Mulliner v. Florence (1878) 3 Q. B. Div. 484, 47 L. J. Q. B. 700, where an innkeeper sold a guest's goods. A statutory power of sale was given to innkeepers very shortly after this decision (41 & 42 Vict. c. 38), but the principle may still be applicable in other cases. (1) Chinery v. Viall (1860) 5 H. & N. 288, 29 L. J. Ex. 180. (m) "A man cannot merely by |