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Acceptance by Partners.-By Agent.

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29 L. J., Ex. 278, per Martin, B. See also Maclae v. Sutherland, 3 E. & B. 36; 23 L. J., Q. B. 242, per cur. And, one of two partners may perhaps, under the general authority conferred by the partnership, bind the other by signing the true names of both, instead of the fictitious name of the firm. Norton v. Seymour, 3 C. B. 792, 794, per Maule, J. As to the liability of partner on an acceptance in blank by his co-partner, see Hogarth v. Latham, 3 Q. B. D. 643, C. A., and cases there cited.

The implied power of one partner to bind the others by his acceptance, &c., of bills does not extend to partnerships other than for trading purposes, such as solicitors. Hedley v. Bainbridge, 3 Q. B. 316; see Forster v. Mackreth, L. R., 2 Ex. 163, cited post, p. 371; or, brokers; Yates v. Dalton, 28 L. J. Ex. 69. So, there is no implied authority in a director of a jointstock company, not being a trading partnership, to accept bills on the part of the directors of the company. Bramah v. Roberts, 3 N. C. 963. Nor, is there any implied authority to the directors of a mining company, to bind the shareholders by making notes or accepting bills. Dickinson v. Valpy, 10 B. & C. 128. But, if it be shown to be necessary from the very nature of the company, or usual in similar companies, to draw and accept bills, it would be reasonable that the directors should have such powers, and the law would imply it; per Bosanquet, J., Ibid.

After a partnership is proved, the admission of one partner that he accepted the bill in the name of the firm will be proof of the acceptance as against all. Hodenpyl v. Vingerhoed, per Abbott, C. J., MSS.; Chitty on Bills, 627, 9th ed.; see ante, p. 68.

A railway company incorporated in the usual manner, cannot draw, accept or indorse bills. Bateman v. Mid Wales Ry. Co., L. R., 1 C. P. 499. Nor, has a company incorporated under the Companies Act, 1862, this power, unless it is, at any rate impliedly, given by the memorandum and articles of association. Peruvian Ry. Co. v. Thames & Mersey Marine Insurance Co., L. R., 2 Ch. 617. But, where a company has the power, and represent that they have exercised it, they cannot afterwards set up an informality in the execution of the power. Ex pte. Overend, Gurney & Co., L. R. 4 Ch. 460. As to the liability of directors, who accept a bill for a company, which cannot accept bills, vide post, p. 443.

The power of registered companies to make or accept notes and bills is regulated by statute. See post, Part III., Actions by and against companies.

Acceptance by agent.] By sect. 26, ante, p. 326, an agent will be personally liable to third persons by drawing, indorsing, or accepting in his own name, unless he unequivocally show on the face of the writing that he signs only in a ministerial capacity. Thus, a bill was drawn, "Pay to J. S. or order £200, value received, and place same to account of Y. B. Co., as per advice from C. M. to H. B." (the defendant) "cashier of the Y. B. Co.," and the defendant wrote, "Accepted per H. B. ;" it was held that defendant was personally liable, although he accepted by direction of the company. Thomas v. Bishop, 2 Str. 955. So, where an agent to a country branch of a London bank, to whom the plaintiff sent a sum of money in order to procure a bill upon London, drew in his own name a bill for the amount upon the firm in London, he was held liable, although the plaintiff knew he was agent only. Leadbitter v. Farrow, 5 M. & S. 345. See also the cases cited, Promissory notes, post, pp. 376, 377. Where a bill was directed "to the A. C. Mining Co.," and was accepted in his own name, "for the A. C. Mining Co.," by one of the managing partners who had no authority to sign for the rest, it was held that on proof of his being partner in the adventure he was liable on the acceptance. Owen v. Van Uster, 10 C. B. 318; 20 L. J., C. P. 61. So, where a bill was directed to "J. D., purser of W. D. Mining Co.," being

an unincorporated company, and the acceptance was "J. D., per pro. W. D. Mining Co.," held that J. D. was personally liable, being himself a shareholder, and not authorised to bind the rest; and this, although at the time of acceptance he notified to the plaintiffs, the drawers, his intention not to be personally bound. Nicholls v. Diamond, 9 Exch. 154; 23 L. J., Ex. 1. And, where a bill directed to a person who was only purser and not an adventurer, purported to be in payment for goods supplied to the company, and the drawee accepted it "for the company, W. C. purser," he was held liable; for the bill was not directed to the company, and therefore could not be accepted by, or by procuration for them, and the acceptance "for the company was not inconsistent with an intention on the part of the defendant to bind himself; and, being at most only ambiguous, must be taken to be operative against him. Mare v. Charles, 5 E. & B. 978; 25 L. J., Q. B. 119. Semble, if the acceptance had been "per procuration," it would have been inoperative. S. C.

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If the acceptance is by an agent, his authority and handwriting must be proved. An admission by defendant of his liability on another bill, accepted by the same agent, is confirmatory evidence, after other proof, of a general authority. Llewellyn v. Winckworth, 13 M. & W. 598. But semb., it would not be evidence per se. S. C. As to signature by procuration, see sect. 25, ante, p. 326. If an agent, as apparent principal, carry on a business for another, to which business the drawing or accepting bills is incidental, the principal cannot, by secret instructions to his agent, divest the latter of the power of drawing and accepting bills. Edmunds v. Bushell, L. R., 1 Q. B. 97. Proof that the defendant's wife conducted his business and had applied the proceeds of the bill in payment of debts incurred in the business, and absence of any proof by whom the defendant's name was written as acceptor, is no evidence that the defendant had sanctioned the acceptance. Goldstone v. Tovey, 6 N. C. 98. Proof of an acceptance by the wife, in her own name, of a bill drawn on her husband, and that he, after looking at it, promised to pay, saying he knew all about it, is evidence that he authorised this mode of acceptance, and he is bound by it. Lindus v. Bradwell, 5 C. B. 583. The manager of a co-partnership, as such a manager, has not authority to sign the name of the firm. Beveridge v. Beveridge, L. R., 2 H. L. Sc. 183. See also post, pp. 337, et seq., sub tit., Indorsement, how proved.

Proof of acceptance by admission.] By sect. 21 (1), ante, p. 321, where an acceptance is written on a bill notice by the drawee to the person entitled thereto, that he has accepted it, makes the acceptance complete and irrevocable. By sect. 24, ante, p. 325, subject to the provisions of the Act, a forged or unauthorised signature is wholly inoperative unless the party against whom it is sought to enforce payment of the bill is precluded (see sect. 54 (2), ante, p. 330), from setting up the forgery or want of authority. But this is not to "affect the ratification of an unauthorised signature not amounting to a forgery." It seems, therefore, that a forged acceptance cannot be ratified except perhaps in a case falling within sect. 21 (1). See Brook v. Hook, L. R., 6 Ex. 89. The defendant paid a bill of exchange (of which the plaintiff was holder) on which his acceptance had been forged. In an action against him on another bill similarly accepted, the jury found that the signature was not made by the defendant's authority, nor had he adopted it; that the defendant did not know that the plaintiff was the holder of the former bill, nor did he lead the plaintiff to believe that the acceptance was his. It was held that the payment by him of the former bill did not estop the defendant from denying the authority to accept. Morris v. Bethell, L. R., 5 C. P. 47. See also M'Kenzie v. British Linen Co., 6 App. Ca. 82, D. P.

Acceptance before Drawing.-Presentment.

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Where in an action against the acceptor of a bill, his attorney gave a notice to produce all papers relating to the bill, describing it, and adding, "and which said bill was accepted by the said defendant," the notice was held to be prima facie evidence of the acceptance. Holt v. Squire, Ry. & M. 282. Proof of identity of acceptor.] Vide ante, pp. 118, 127.

Acceptance before drawing.] As to acceptance of a bill before it is filled in, see sect. 20, ante, p. 321. The Statute of Limitations is no defence to an action by a holder in due course, vide sect. 29, ante, p. 322; though the drawer issued the bill improperly after a lapse of 12 years; Montague v. Perkins, 22 L. J., C. P. 187. And, even although a smaller sum is expressed in figures on the margin of the bill, yet if these be altered and the blank filled in to the full amount covered by the stamp, the acceptor is liable to that amount to a holder in due course. Garrard v. Lewis, 10 Q. B. D. 30.

Where an acceptance has been given for valuable consideration with the drawer's name alone in blank, the latter can be added after the death of the acceptor. Carter v. White, 20 Ch. D. 225; W. N. 1883, p. 210, C. A.

And it is immaterial that the names of the drawer and indorsee are forgeries or fictitions; L. &. S. W. Bank v. Wentworth, 5 Ex. D. 96.

But, where A. merely writes a blank acceptance, he will not be liable thereon even at the suit of a bona fide holder for value, unless A. issued the acceptance intending it to be filled up so as to become a complete bill. Baxendale v. Bennett, 3 Q. B. D. 525, C. A.

It is a material alteration, which avoids the bill, at any rate as between the immediate parties, to insert words before the acceptance making the bill payable at a particular place. Hanbury v. Lovett, 18 L. T., N. S. 366, E. T. 1868, Ex. And, it seems that where the holder of a bill, accepted in blank, has taken it from the drawer with knowledge of it having been so accepted, he will have no better title than the drawer had. Hatch v. Searles, 2 Sm. & Giff. 147; aff. by L. JJ., 24 L. J., Ch. 22. See further as to acceptance in blank. Hogarth v. Latham, 3 Q. B. D. 643, C. A.

Presentment for payment.] Proof of presentment is necessary against the acceptor on a qualified acceptance, but not on a general acceptance, see ante, p. 330, even where the bill is payable on demand. Rumball v. Ball, 10 Mod. 38; Norton v. Ellam, 2 M. & W. 461. If the bill or note be payable after sight, it must be presented in order to charge the acceptor or maker. Dixon v. Nuttall, 1 C. M. & R. 307, and see sect. 54 (1), ante, p. 330. But, by sect. 52 (2), ante, p. 330, the acceptor is not in general discharged by nonpresentation of the bill to him on the day it matures. As to when a bill falls due, vide ante, p. 328. By sect. 10 (1) (a), a bill payable at sight is payable on demand.

Evidence under money claims.] In an action by payee against acceptor, if the plaintiff be also the drawer, the bill will be evidence of money had and received; Thompson v. Morgan, 3 Camp. 101; or, on an account stated; per Abbott, C. J., Rhodes v. Gent, 5 B. & A. 245; but, not where the payees or holders are third persons. Semb., Early v. Bowman,, 1 B. & Ad. 889. An acknowledgment of his acceptance by the defendant to the holder is evidence of an account stated between them; per Bailey, J., Leaper v. Tatton, 16 East, 423; Highmore v. Primrose, 5 M. & S. 65.

Acceptance, effect of, in accrediting the drawing.] Sect. 54 (2), ante, p. 330, defines the effect of an acceptance in admitting the drawing. For this purpose it matters not that the bill was accepted in blank; L. & S. W. Bank

v. Wentworth, 5 Ex. D. 96. So an acceptor for the honour of the drawer is estopped from disputing the drawer's signature. Phillips v. Im Thurn, 18 C. B., N. S. 694; L. R., 1 C. P. 463.

Indorsee against Acceptor.

In this action the plaintiff may be put to prove the indorsements alleged, besides the facts required to be proved in an action by the payee.

Indorsement Statute.] By sect. 2, "Indorsement means an indorsement completed by delivery," vide, sect. 21, ante, p. 321.

Sect. 8. "(1.) When a bill contains words prohibiting transfer, or indicating an intention that it should not be transferable, it is valid as between the parties thereto, but is not negotiable."

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(2.) A negotiable bill may be payable either to order or to bearer.” "(3.) A bill is payable to bearer which is expressed to be so payable, or on which the only or last indorsement is an indorsement in blank."

"(4.) A bill is payable to order which is expressed to be so payable, or which is expressed to be payable to a particular person, and does not contain words prohibiting transfer, or indicating an intention that it should not be transferable."

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(5.) Where a bill, either originally or by indorsement, is expressed to be payable to the order of a specified person, and not to him or his order, it is nevertheless payable to him or his order at his option."

The rules laid down by the words in italics are new. As to restraining negotiability of bill, vide sects. 34 (4) and 36 (1), post, p. 337.

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Sect. 31. (1.) A bill is negotiated when it is transferred from one to another in such a manner as to constitute the transferee the holder" (vide sect. 2, ante, p. 318) "of the bill."

"(2.) A bill payable to bearer" (vide sect. 2, ante, p. 318) "is negotiated by delivery" (vide sect. 21, ante, p. 321).

"(3.) A bill payable to order" (vide sect. 8(4), supra) "is negotiated by the indorsement of the holder completed by delivery" (vide sect. 21, ante, p. 321). "(4.) Where the holder of a bill payable to his order transfers it for value without indorsing it, the transfer gives the transferee such title as the transferor had in the bill, and the transferee in addition acquires the right to have the indorsement of the transferor."

"(5.) Where any person is under obligation to indorse a bill in a representative capacity, he may indorse the bill in such terms as to negative personal liability." See sect. 16, post, p. 342 ; and sect. 26, ante, p. 326. Sect. 32. "An indorsement, in order to operate as a negotiation, must comply with the following conditions, namely:

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(1.) It must be written on the bill itself and be signed by the indorser. The simple signature" (vide, sect. 91, ante, p. 318)," of the indorser on the bill, without additional words, is sufficient.

An indorsement written on an allonge, or on a 'copy' of a bill issued or negotiated in a country where 'copies' are recognised, is deemed to be written on the bill itself."

"(2.) It must be an indorsement of the entire bill. A partial indorsement, that is to say, an indorsement which purports to transfer to the indorsee a part only of the amount payable, or which purports to transfer the bill to two or more indorsees severally, does not operate as a negotiation of the bill."

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(3.) Where a bill is payable, to the order of two or more payees, or indorsees, who are not partners all must indorse, unless the one indorsing has authority to indorse for the others." In the case of dividend warrants the rule is otherwise, vide sect. 97 (3), (d), ante, p. 319.

Indorsement.

337 "(4.) Where, in a bill payable to order, the payee or indorsee is wrongly designated, or his name is mis-spelt, he may indorse the bill as therein described, adding, if he think fit, his proper signature.

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"(5.) Where there are two or more indorsements on a bill, each indorsement is deemed to have been made in the order in which it appears on the bill, until the contrary is proved."

"(6.) An indorsement may be made in blank or special." Vide sect. 34, infra. "It may also contain terms making it restrictive.” Vide

sect. 35, infra.

Sect. 34. "(1.) An indorsement in blank specifies no indorsee, and a bill so indorsed becomes payable to bearer."

"(2.) A special indorsement specifies the person to whom, or to whose order the bill is to be payable."

"(3.) The provisions of this Act relating to a payee apply with the necessary modifications to an indorsee under a special indorsement." Vide sect. 7, ante, p. 320, and sect. 8, ante, p. 336.

"(4.) When a bill has been indorsed in blank, any holder may convert the blank indorsement into a special indorsement by writing above the indorser's signature a direction to pay the bill to or to the order of himself or some other person." Vide sect. 8 (3), ante, p. 336.

Sect. 35. "(1.) An indorsement is restrictive which prohibits the further negotiation of the bill or which expresses that it is a mere authority to deal with the bill as thereby directed and not a transfer of the ownership thereof, as, for example, if a bill be indorsed 'Pay D. only,' or 'Pay D. for the account of X.,' or Pay D. or order for collection.'

"(2.) A restrictive indorsement gives the indorsee the right to receive payment of the bill and to sue any party thereto that his indorser could have sued, but gives him no power to transfer his rights as indorsee unless it expressly authorise him to do so."

"(3.) Where a restrictive indorsement authorises further transfer, all subsequent indorsees take the bill with the same rights and subject to the same liabilities as the first indorsee under the restrictive indorsement."

Sect. 36. "(1.) Where a bill is negotiable in its origin it continues to be negotiable until it has been (a) restrictively indorsed," vide sect. 35, supra, or (b) discharged by payment or otherwise." Vide sect. 59, post, p. 367, sect. 60, post, p. 371, and sects. 61, 62, 63, post, p. 369.

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Sect. 37, ante, p. 322, relates to the negotiation of a bill to a party liable thereon.

Sect. 38, ante, p. 322, defines the rights and powers of the holder of a bill.

Indorsement, how proved.] It appears from sects. 2, 32 (1), that “indorsement" in general implies the writing of the holder's name on the bill and the delivery thereof to the alleged indorsee as indorsee; "delivery" is defined by sect. 21, ante, p. 321. As against the acceptor it is not necessary that the indorser should intend to guarantee the indorsee, if the acceptor make default. See Denton v. Peters, L. R., 5 Q. B. 475, 477, and Smith v. Johnson, post, p. 341. The delivery need not be personal. Thus, if a general agent for the indorsee, being indebted to him, indorse and deposit a bill among other securities of the indorsee in his custody, it is sufficient. Lysaght v. Bryant, 9 C. B. 46; 19 L. J., C. P. 160. So, where A. indorsed a bill in blank and delivered it to the plaintiff, the manager of a bank, for value received from the bank, and the plaintiff, by direction of the directors of the bank, sued the acceptor upon it; it was held that those facts proved an indorsement to the plaintiff, inasmuch as an indorsement in blank enables the indorsee to

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