state that the bonds of other states now held in the state's trust funds be sold as soon as financial conditions will justify such sale, and that the proceeds of the sale of said bonds be invested in municipal bonds of this state; therefore, Be it enacted by the Legislature of the State of Minnesota: Section 1. Bonds held in state trust funds may be sold at less than cost. That the state board of investment is hereby authorized to sell the bonds of other states, or any part thereof, now held in the trust funds of the state, for a sum less than the cost to such funds, should the board of investment deem it for the best interests of the state to make such disposition of said bonds. In order that the principal of such funds, as derived from the sales, or other disposition of said lands, or other property, granted or intrusted in this state for educational purposes, or for purposes of internal improvement, shall not be impaired. the said board of investment is hereby authorized to make up any deficit, or loss, which may accrue by reason of the sale of said bonds, from the fund hereinafter created, or from the profit derived from former sales of bonds of said trust funds, as shown upon the books of the state auditor, or partly from the said fund and partly from said profits. Sec. 2. Creation of fund by board of investment. The board of investment is hereby authorized to create a fund to meet any prospective loss arising from the sale of such bonds, or any portion thereof, by charging a bonus upon the bonds of municipalities of the state purchased by said investment board, not exceeding one-fourth of one per cent per annum for the period for which the loan is to run. Such bonus shall be deducted from the amount of such loan when made and credited to such fund. The board of investment may, in its discretion, exempt loans to school districts from the provisions of this section. Municipalities making application to the state for loans under this act are hereby authorized to pay such bonus upon approval by the governing board of such municipalities. Sec. 3. Payment of loss as a result of sale of bonds.—Whenever the board of investment shall sell any of said bonds and a loss to the trust funds shall accrue therefrom, the amount of such loss shall be paid from the fund provided for by section 2. if said fund is created by the board of investment, if the amount in said fund, or the anticipated receipts thereto. be sufficient to meet such loss; if insufficient the deficiency shall be paid from the profits of former sale of bonds of said trust funds. Sec. 4. Anticipating receipts by board of investment. The board of investment may anticipate the receipts to accrue to the fund authorized by section 2. For the purpose of tempor arily providing for any loss in the sale of said bonds, pending the collection of the bonus provided for herein, the auditor and treasurer are hereby authorized to transfer from the revenue fund, upon a certificate of the state board of investment, a sum sufficient to cover such loss. When there are sufficient funds the amount of such transfer shall be repaid to the revenue fund. Sec. 5. $100,000 appropriated. There is hereby appropriated from the revenue fund such sum as may be necessary to carry out the provisions of this act, not to exceed $100,000; and there is also appropriated from the profits of the former sale of bonds, as shown upon the books of the state auditor, such sum as the board of investment may deem necessary to expend for the purposes of this act. Approved April 20, 1917. CHAPTER 465—H. F. No. 853. An act to make uniform the law of sales of goods. PART I. FORMATION OF THE CONTRACT. Section 1. Contracts to sell and sales. (1) A contract to sell goods is a contract whereby the seller agrees to transfer the property in goods to the buyer for a consideration called the price. (2) A sale of goods is an agreement whereby the seller transfers the property in goods to the buyer for a consideration called the price. (3) A contract to sell or a sale may be absolute or conditional. (4) There may be a contract to sell or a sale between one part owner and another. Sec. 2. Capacity-liabilities for necessaries.-Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property. Where necessaries are sold and delivered to an infant, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price there for. Necessaries in this section mean goods suitable to the condition in life of such infant or other person, and to his actual requirements at the time of delivery. FORMALITIES OF THE CONTRACT. Sec. 3. Form of contract or sale.-Subject to the provisions of this act and of any statute in that behalf, a contract to sell or a sale may be made in writing (either with or without seal), or by word of mouth, or partly in writing and partly by word of mouth, or may be inferred from the conduct of the parties. Sec. 4. Statute of frauds.—(1) A contract to sell or a sale of any goods or choses in action of the value of fifty dollars or upwards shall not be enforceable by action unless the buyer shall accept part of the goods or choses in action so contracted to be sold or sold, and actually receive the same, or give something in earnest to bind the contract, or in part payment, or unless some note or memorandum in writing of the contract or sale be signed by the party to be charged or his agent in that behalf. (2) The provisions of this section apply to every such contract or sale, notwithstanding that the goods may be intended to be delivered at some future time or may not at the time of such contract or sale be actually made, procured. or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery; but if the goods are to be manufactured by the seller especially for the buyer and are not suitable for sale to others in the ordinary course of the seller's business, the provisions of this section shall not apply. (3) There is an acceptance of goods within the meaning of this section when the buyer, either before or after delivery of the goods, expresses by words or conduct his assent to becoming the owner of those specific goods. SUBJECT MATTER OF CONTRACT. Sec. 5. Existing and future goods. (1) The goods which form the subject of a contract to sell may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract to sell, in this act called "future goods." (2) There may be a contract to sell goods, the acquisition of which by the seller depends upon a contingency which may or may not happen. (3) Where the parties purport to effect a present sale of future goods, the agreement operates as a contract to sell the goods. Sec. 6. Undivided shares. (1) There may be a contract to sell or a sale of an undivided share of goods, If the parties intend to effect a present sale, the buyer, by force of the agree ment, becomes an owner in common with the owner or owners of the remaining shares. (2) In the case of fungible goods, there may be a sale of an undivided share of a specific mass, though the seller purports to sell and the buyer to buy a definite number, weight or measure of the goods in the mass, and though the number, weight or measure of the goods in the mass is undetermined. By such a sale the buyer becomes owner in common of such a share of the mass as the number, weight or measure bought bears to the number, weight or measure of the mass. If the mass contains less than the number, weight or measure bought the buyer becomes the owner of the whole mass and the seller is bound to make good the deficiency from similar goods unless a contrary intent appears. Sec. 7. Destruction of goods sold.-(1) Where the parties purport to sell specific goods and the goods without the knowledge of the seller have wholly perished at the time when the agreement is made, the agreement is void. (2) Where the parties purport to sell specific goods, and the goods without the knowledge of the seller have perished in part or have wholly or in a material part so deteriorated in quality as to be substantially changed in character, the buyer may at his option treat the sale: (a) As avoided, or (b) As transferring the property in all of the existing goods or in so much thereof as have not deteriorated, and as binding the buyer to pay the full agreed price if the sale was indivisible, or to pay the agreed price for the goods in which the property passes if the sale was divisible. Sec. 8. Destruction of goods contracted to be sold.-(1) Where there is a contract to sell specific goods, and subsequently, but before the risk passes to the buyer, without any fault on the part of the seller or the buyer, the goods wholly perish, the contract is thereby avoided. (2) Where there is a contract to sell specific goods, and subsequently, but before the risk passes to the buyer, without any fault of the seller or the buyer, part of the goods perish or the whole or a material part of the goods so deteriorate in quality as to be substantially changed in character, the buyer may at his option treat the contract: (a) As avoided, or (b) As binding the seller to transfer the property in all of the existing goods or in so much thereof as have not deteriorated, and as binding the buyer to pay the full agreed price if the contract was indivisible, or to pay the agreed price for so much of the goods as the seller, by the buyer's option, is bound to transfer if the contract was divisible. THE PRICE. Sec. 9. Definition and ascertainment of price. (1) The price may be fixed by the contract, or may be left to be fixed in such manner as may be agreed, or it may be determined by the course of dealing between the parties. (2) The price may be made payable in any personal property. (3) Where transferring or promising to transfer any interest in real estate constitutes the whole or part of the consideration for transferring or for promising to transfer the property in goods, this act shall not apply. (4) Where the price is not determined in accordance with the foregoing provisions the buyer must pay a reasonable price What is a reasonable price is a question of fact dependent on the circumstances of each particular case Sec. 10. Sale at a valuation.--(1) Where there is a contract to sell or a sale of goods at a price or on terms to be fixed by a third person, and such third person without fault of the seller or the buyer, cannot or does not fix the price or terms. the contract or the sale is thereby avoided; but if the goods or any part thereof have been delivered to and appropriated by the buyer he must pay a reasonable price therefor. (2) Where such third person is prevented from fixing the price or terms by fault of the seller or the buyer, the party not in fault may have such remedies against the party in fault as are allowed by parts IV and V of this act. CONDITIONS AND WARRANTIES. Sec. 11. Effect of conditions. (1) Where the obligation of either party to a contract to sell or a sale is subject to any con Idition which is not performed. such party may refuse to prothe condition. If the other party has promised that the condition should happen or be performed, such first mentioned party may also treat the non-performance of the condition as a breach of warranty. or by (2) Where the property in the goods has not passed. the buyer may treat the fulfillment by the seller of his obligation to furnish goods as described and as warranted expressly implication in the contract to sell as a condition of the obligation of the buyer to perform his promise to accept and pay Definition of express warranty. Any affirmation of fact or any promise by the seller relating to the goods is an for the goods. Sec. 12. express warranty if the natural tendency of such affirmation promise is to induce the buyer to purchase the goods and if |