As to delivery and passing of title, we quote the following: 1. Unconditional contract to sell specific goods in a deliverable state: Property passes when contract is made, even though delivery or payment or both be postponed.

2. Contract to sell specific goods where be done to put them in a deliverable state: that thing is done.

something remains to Property passes when

3. Contract where delivery is made "on sale or return" or other similar terms: Property passes on delivery to buyer, but he may revest it in the seller by returning or tendering the goods within the time fixed in the contract, or, if no time has been fixed, within a reasonable time.

4. Contract where delivery is on approval or other similar terms: Property passes:

(1) When the buyer signifies his acceptance or does any other act adopting the transaction;

(2) If the buyer retain the goods without signifying acceptance or giving notice of rejection and a time has been fixed for their return, at expiration of such time; if no time has been fixed, at the expiration of a reasonable time. (What is a reasonable time depends on the circumstances of the case.)

5. Contract to sell by description unascertained goods or "future" goods: Property passes to the buyer when such goods in a deliverable state are unconditionally appropriated to the contract, either by the seller, with the buyer's consent, or by the buyer, with the seller's consent. Such assent may be expressed or implied, and may be given either before or after the appropriation is made.

(Except in the cases specified in Rule 6 and in paragraph XIV, an unconditional appropriation of goods to a contract to sell is presumed to have taken place upon delivery to the buyer, a carrier or a bailee (whether named by the buyer or not), for transmission or holding for the buyer, even though the price must be paid before the buyer can receive delivery and goods are marked with the words "C.O.D." or their equivalent.)

6. Contract requiring seller to deliver the goods to the buyer, or to prepay transportation charges to a place designated by the buyer: Property does not pass until the goods have been delivered to the buyer or have reached the place designated.

Where a different intention as to delivery appears by agreement, any act which the parties intend to represent such delivery, constitutes sufficient delivery.

The next thing to be considered is proof of delivery. Under certain conditions, for instance where goods are in the hands of a third person, or of the seller, notice that goods are being held subject to buyer's order constitutes delivery. Under such conditions proof of notice having been given is sufficient. Then, in addition to bills of lading covering shipments by rail and boat, we have other evidences or proofs of delivery of goods so far as the physical merchandise is concerned. These are the various forms of receipts used by trucking, drayage, and express companies, as well as receipts taken from customers by business houses making their own deliveries. No particular form of receipt is necessary so long as it shows date and place of delivery, an adequate description of the goods, from whom received, and properly signed by the receiver of the goods. All such receipts and proofs of delivery should be properly preserved in case there should be a later dispute regarding delivery.

The next step in the process is the billing or invoicing for the goods, or service. The bill or invoice should therefore show, in addition to weight, measure, description of articles, prices, dates, method of delivery, etc., the terms and conditions under which sale is made, and when this is not practical, then records should be made on the bill or invoice of the terms under which sale was made.

REFERENCES

Brewster, Stanley F. Legal Aspects of Credit, pp. 403-439.

Dewey, Davis R. and Shugrue, Martin J. Banking and Credit, Chap. VI.

Part II.-Sources of Information and

Its Analysis

CHAPTER VII

THE PERSONAL INTERVIEW

Human Nature at First Hand-Commerce today has assumed such vast proportions that it is difficult for creditors and debtors to develop personal relationships in business which give opportunity for and stimulate the personal interview. Though it has been possible to create letters which breathe the personality of the house, which express interest in the customer, which seek tactfully to secure his confidence, which appeal to a sense of fairness and emphasize house good-will, yet when a new credit of doubtful value is sought, when a debtor becomes heavily involved, and when any unforeseen business complications arise, it is the personal interview that determines future conduct of the crediting house. Many lines of business report that a personal interview is only possible with 2, 10, or 20% of their customers, yet it is fair to assume that this small percentage of interviews has a great deal to do in keeping the losses of the house nearer the possible minimum, and increasing sales and good-will.

Opening the Account-Possibly of greatest benefit to the crediting house are those interviews which are secured either at the time of initial credit granting, or when some business contingency has arisen to embarrass the debtor in a financial way. The interview at the time of initial credit

granting proves a great aid to the credit manager. From financial reports and agencies he is able to secure an adequate idea of capacity and capital, but his estimate of character must be drawn from records of past business conduct. He is, therefore, better able to estimate this third and vitally important factor in credit granting if he meets and talks with the credit seeker; his correspondence in the future takes on a more personal element; he knows, to a certain extent, the characteristics and idiosyncracies of the person with whom he is dealing and uses this knowledge in a way that will further the best interests of his house.

The Financially Embarrassed Debtor.-In all large organizations a personal interview is sought with the debtor who is financially pressed. This may mean a visit from the debtor to the crediting house or the sending of a personal representative from the credit department to the business of the debtor to "look over the ground." This representative must secure a direct knowledge of the situation and suggest remedial measures. The situation may be such as to warrant a visit from the credit manager himself, or the salesmen of the house may have that touch of business judgment which would render their reports reliable and their visits of value to the credit department. It is believed that credit extension demands a study of human nature. There is, surely, no more thorough first-hand method than that of the personal interview.

Attitude of the Interviewer.-The personal interview is not a modern adaptation of ancient inquisitions, nor a financial third degree; it is a business call, friendly and helpful in spirit, during which the credit manager is enabled to secure, not only those basic facts which he afterwards checks with business agencies, but also that "indefinable something" which

gives evidence of character and perspicacity and stamps that customer as a possible good or bad credit risk. Financial statements are uncertain things, at best, but the good student of human nature (which the credit man should be) is able to place between the rows of figures an estimate of the character, business acumen and possible future success of the man with whom he is talking.

To secure, during this interview, those facts and impressions which are to be of most value in future credit transactions, it is necessary that the debtor be made to feel not only that the crediting house is friendly in its attitude but that the friendliness shown has a basic sincerity; that the house is genuinely interested in his problems and that this interest is not entirely based on the dollar and cents profit that may result from his transactions with them.

The initial impression of sincerity is gained at the personal interview, to be substantiated later by the dealings of the house with the customer. It is of great importance, then, that during the personal interview the credit man shall prove himself to be an excellent salesman, not only of himself and his own interest, but of the interests of his house. Friendliness may open avenues to confidences otherwise not obtained. The interview should be business-like, but it is neither necessary nor wise to resort to a cross-questioning that causes the debtor to feel that his word and his ability are doubted. He probably would not care to have any further dealings with a house that treated him that way.

Information to be Sought.-The information which it is desirable to gather during the personal interview varies with the case at hand. It is sometimes not the part of wisdom to ask questions that can be answered by supplementary information gathered from other sources. The line of business and the freedom with which the applicant gives information will