The term “Bill of sale” originally referred to any writing by which an absolute disposition of personality for value was effected or evidenced. A common feature of such dispositions is that the owner mortgagor remains in possession and exercises all the attendant rights of ownership, which may be so overwhelming as to induce a third party to accept the same chattel as a security for a grant, albeit without notice of the first mortgage . This scenario made the Bill of Sale a veritable tool of fraud.

The evolution of various Bills of Sale laws was to curb the use of the Bill of Sale as a means of defrauding innocent persons. The first of such being the Bills of Sale Act, 1854 which was repealed and re-enacted by the Bills of Sale Act 1878 which was almost on all fours with the 1854 Act. Further developments led to the enactment of the Bills of Sale Act 1882.

A Bill of sale has been defined as a legal document made by the seller to a purchaser, reporting that on a specific date at a specific locality and for a particular sum of money or other value received, the seller sold to the purchaser a specific item of personal property, or parcel of real property of which he had lawful possession . The Black’s Law Dictionary on its part defines a Bill of sale as “an instrument for the conveyance of title to personal property, absolutely or by way of security”. According to Omotola the Bill of Sale is “a form of legal mortgage of chattels” . Bullen and Leake and Jacobs define a bill of sale as “a document transferring a proprietary interest in personal chattels from one individual (the “grantor”) to another (the “grantee”), without possession being delivered to the grantee”.

In essence, a Bill of Sale is a written instrument showing the voluntary transfer of a right or interest or title to personal property, either by way of security or absolutely, from one person to another without the actual physical possession of the property leaving the owner and being delivered to the other party. It is clear from the definitions above that the Bills of sale are essentially of two types: The Absolute Bill of Sale and the Conditional Bill of Sale .

The Absolute Bill of Sale

Absolute Bills of Sale, which do not represent any form of security whatsoever, are simply documents evidencing assignments, transfers and other assurances of personal chattels, which are substantially no more than mere contracts of sale of goods covered by the common law of contract and the sale of Goods Law.

The Conditional Bill of Sale

The conditional Bill of Sale, which is the main focus of this paper, refers to any assignment or transfer of personal chattels to a person by way of security for the payment of money . The conditional Bill of Sale creates a security in favor of the grantee of the bill whereby the grantee is given personal right of seizure giving right to a security interest of a possessory nature.

It should be noted that there are other forms of security over goods such as a pledge and contractual lien which also only give right to a security interest of a possessory nature .

A good example of a Conditional Bill of Sale is where a creditor gives a loan and has transferred to himself, as collateral or security for the loan, the title of the goods or other personal property of the debtor. The physical goods or other property however remains with the debtor.

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