maintain an action for the price, although the property in the goods has not passed, and the goods have not been appropriated to the contract. But it shall be a defense to such an action that the seller at any time before judgment in such action has manifested an inability to perform the contract or the sale on his part or an intention not to perform it.

(4) Although the property in the goods has not passed, if they cannot readily be resold for a reasonable price, and if the provisions of section 64 (4) are not applicable, the seller may offer to deliver the goods to the buyer, and, if the buyer refuses to receive them, may notify the buyer that the goods are thereafter held by the seller as bailee for the buyer. Thereafter the seller may treat the goods as the buyer's and maintain an action for the price.

§ 65. WHEN SELLER MAY RESCIND CONTRACT OR SALE.] Where the goods have not been delivered to the buyer, and the buyer has repudiated the contract to sell or sale, or has manifested his inability to perform his obligations thereunder, or has committed a material breach thereof, the seller may totally rescind the contract or the sale by giving notice of his election so to do to the buyer.

REMEDIES OF THE BUYER.

§ 66. ACTION FOR CONVERTING OR DETAINING GOODS.] Where the property in the goods has passed to the buyer and the seller wrongfully neglects or refuses to deliver the goods, the buyer may maintain any action allowed by law to the owner of goods of similar kind when wrongfully converted or withheld.

§ 67. ACTION FOR FAILING TO DELIVER GOODS.] (1) Where the property in the goods has not passed to the buyer, and the seller wrongfully neglects or refuses to deliver the goods, the buyer may maintain an action against the seller for damages for non-delivery.

(2) The measure of damages is the loss directly and naturally resulting in the ordinary course of events, from the seller's breach of

contract.

(3) Where there is an available market for the goods in question, the measure of damages, in the absence of special circumstances showing proximate damages of a greater amount, is the difference between the contract price and the market or current price of the goods at the time. or times when they ought to have been delivered, or, if no time was fixed, then at the time of the refusal to deliver.

§ 68. SPECIFIC PERFORMANCE.] Where the seller has broken a contract to deliver specific or ascertained goods, a court having the powers of a court of equity may, if it thinks fit, on the application of the buyer, by its judgment or decree direct that the contract shall be performed specifically, without giving the seller the option of retaining the goods on payment of damages. The judgment or decree may be unconditional, or upon such terms and conditions as to damages, payment of the price and otherwise, as to the court may seem just.

$ 69. REMEDIES FOR BREACH OF WARRANTY.] (1) Where there is a breach of warranty by the seller, the buyer may, at this election

(a) Accept or keep the goods and set up against the seller, the breach of warranty by way of recoupment in diminution or extinction of the price.

(b) Accept or keep the goods and maintain an action against the seller for damages for the breach of warranty.

(c) Refuse to accept the goods, if the property therein has not passed, and maintain an action against the seller for damages for the breach of warranty.

(d) Rescind the contract to sell or the sale and refuse to receive the goods, or if the goods have already been received, return them or offer to return them to the seller and recover the price or any part thereof which has been paid.

(2) When the buyer has claimed and been granted a remedy in any one of these ways, no other remedy can thereafter be granted.

(3) Where the goods have been delivered to the buyer, he cannot rescind the sale if he knew of the breach of warranty when he accepted the goods, or if he fails to notify the seller within a reasonable time of the election to rescind, or if he fails to return or to offer to return the goods to the seller in substantially as good condition as they were in at the time the property was transferred to the buyer. But if deterioration or injury of the goods is due to the breach of warranty, such deterioration or injury shall not prevent the buyer from returning or offering to return. the goods to the seller and rescinding the sale.

(4) Where the buyer is entitled to rescind the sale and elects to do so, the buyer shall cease to be liable for the price upon returning or offering to return the goods. If the price or any part thereof has already been paid, the seller shall be liable to repay so much thereof as has been paid, concurrently with the return of the goods, or immediately after an offer to return the goods in exchange for repayment of the price.

(5) Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to accept an offer of the buyer to return the goods. the buyer shall thereafter be deemed to hold the goods as bailee for the seller, but subject to a lien to secure the repayment of any portion of the price which has been paid, and with the remedies for the enforcement of such lien allowed to an unpaid seller by section 53.

(6) The measure of damages for breach of warranty is the loss directly and naturally resulting, in the ordinary course of events, from the breach of warranty.

(7) In the case of breach of warranty of quality, such loss, in the absence of special circumstances showing proximate damage of a greater amount, is the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty.

$70. INTEREST AND SPECIAL DAMAGES.] Nothing in this Act shall affect the right of the buyer or the seller to recover interest or special damages in any case where by law interest or special damages may be recoverable, or to recover money paid where the consideration for the payment of it has failed.

PART VI.

INTERPRETATION.

8 71. VARIATION OF IMPLIED OBLIGATIONS.] Where any right, duty or liability would arise under a contract to sell or a sale by implication

of law, it may be negatived or varied by express agreement or by the course of dealing between the parties, or by custom, if the custom be such as to bind both parties to the contract or the sale.

$72. RIGHTS MAY BE ENFORCED BY ACTION.] Where any right, duty, or liability is declared by this Act, it may, unless otherwise by this Act provided, be enforced by action.

§ 73. RULE FOR CASES NOT PROVIDED FOR BY THIS ACT.] In any case not provided for in this Act, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent and to the effect of fraud, misrepresentation, duress or coercion, mistake, bankruptcy, or other invalidating cause, shall continue to apply to contracts to sell and to sales of goods.

§ 74. INTERPRETATION SHALL GIVE EFFECT TO PURPOSE OF UNIFORMITY.] This Act shall be so interpreted and construed, if possible, as to effectuate its general purpose to make uniform the laws of those states which enact it..

§ 75. PROVISIONS NOT APPLICABLE TO MORTGAGES.] The provisions of this Act relating to contracts to sell and to sales do not apply, unless so stated, to any transaction in the form of a contract to sell or a sale which is intended to operate by way of mortgage, pledge, charge, or other security.

§ 76. DEFINITIONS.] (1) In this Act, unless the context or subject matter otherwise requires

"Action" includes counterclaim, set-off and suit in equity.

"Buyer" means a person who buys or agrees to buy goods or any legal successor in interest of such person.

"Defendant" includes a plaintiff against whom a right of set-off or counter claim is asserted.

"Delivery" means voluntary transfer of possession from one person to another.

"Divisible contract to sell or sale" means a contract to sell or a sale in which by its terms the price for a portion or portions of the goods less than the whole is fixed or ascertainable by computation.

"Document of title to goods" includes any bill of lading, dock warrant, warehouse receipt or order for the delivery of goods, or any other document used in the ordinary course of business in the sale or transfer of goods, as proof of the possession or control of the goods, or authorizing or purporting to authorize the possessor of the document to transfer or receive, either by indorsement or by delivery, goods represented by such document.

"Fault" means wrongful act or default.

"Fungible goods" means goods of which any unit is from its nature or by mercantile usage treated as the equivalent of any other unit. "Future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale.

"Goods" include all chattels personal other than things in action and money. The term includes emblements, industrial growing crops, and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale.

"Order" in sections of this Act relating to documents of title means an order by indorsement on the document.

"Person" includes a corporation or partnership or two or more persons having a joint or common interest.

"Plaintiff" includes defendant asserting a right of set-off or counter

claim.

"Property" means the general property in goods, and not merely a special property.

"Purchaser" includes mortgagee and pledgee.

"Purchases" includes taking as a mortgagee or as a pledgee.
"Quality of goods" includes their state or condition.

"Sale" includes a bargain and sale as well as a sale and delivery. "Seller" means a person who sells or agrees to sell goods, or any legal successor in interest of such person.

"Specific goods" means goods identified and agreed upon at time a contract to sell or a sale is made.

"Value" is any consideration sufficient to support a simple contract. An antecedent or pre-existing claim, whether for money or not, constitutes value where goods or documents of title are taken either in satisfaction thereof or as security therefor.

(2) A thing is done "in good faith" within the meaning of this Act when it is in fact done honestly, whether it be done negligently

or not.

(3) A person is insolvent within the meaning of this Act who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due, whether he has committed an Act of bankruptcy or not, and whether he is insolvent within the meaning of the federal bankruptcy law or not.

(4) Goods are in a "deliverable state" within the meaning of this Act when they are in such a state that the buyer would, under the contract, be bound to take delivery of them.

Act.

$77. NAME OF ACT.] This Act may be cited as the Uniform Sales

§ 78. All Acts or parts of Acts inconsistent with this Act are hereby repealed.

APPROVED June 29th, 1915.

SCHOOLS.

BOARDS OF EDUCATION-ELECTION.

§ 1. Amends section 126a, Act of 1909.

§ 126a. As amended, provides boards of education shall be nominated by petition and election held under Australian ballot system.

(HOUSE BILL No. 81. APPROVED JUNE 23, 1915.)

AN ACT to amend an Act entitled, "An Act to establish and maintain a system of free schools," approved and in force June 12, 1909, by amending section 126a.

SECTION 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly: That an Act entitled, "An Act to establish and maintain a system of free schools," approved and in force

June 12, 1909, be and the same is hereby amended by amending section. 126a thereof, so that said section 126a shall read when amended as follows:

§ 126a. The ballots to be used at the election held for the selection of a president and members of the board of education shall be furnished by the district and shall be in form substantially as follows:

The voter shall make a cross-mark in the square preceding the name or names of the candidate or candidates of his choice and the ballot shall be so counted. The nominations of candidates for the offices of president and members of the board of education shall be made only by petition. All petitions shall be filed with the secretary at least ten days before the day of election. All petitions shall be signed by at least 10 per cent of the legal voters of the district, but not to exceed fifty such signatures shall be required to make valid any petition. The names of candidates shall be printed in the order in which the petitions are filed with the secretary.

Such election shall be held under the Australian ballot system as provided in the general election laws and as detailed in section 22 and section 23 of an Act entitled, An Act to provide for the printing and distribution of ballots at public expense, and for the nomination of candidates for public offices to regulate the manner of holding elections, and to enforce the secrecy of the ballot, approved June 22, 1891, in force July 1, 1891, at the school house or such other place as shall be designated by the proper officers in the notice of election.

APPROVED June 23d, 1915.