not warrant the solvency of any of the parties to the bill. By an indorsement in blank the indorser makes himself liable to any one who comes into possession of the bill honestly. If his indorsement is special as to a particular person, he is only liable to the person named or to the indorsee of the person named and those claiming through him.

§ 479. Signatures and date. A note or bill of exchange must be in writing and signed; the initials or a mark will be a good signature, and it is immaterial where the signature is placed; the party making it will be bound according to his intent. A date is not essential, and if there is a blank for a date any holder may fill in the proper date. Until a note is delivered it has no force. Indorsements are presumed to be of the date of the note, but the real date is matter for proof.

§ 480. Certainty.-We have seen that the promise to pay must be without condition, and if conditions are annexed the paper is not negotiable by the law merchant. It must be for the payment in money. A promise to pay in grain or any other specific article is not a negotiable note. The time of payment must also be certain; it may be fixed by any event which is sure to occur, as the event of one's death; if payable on demand it is due instantly. So it is necessary that the place of payment should be certain. If no place is named then the place where the maker or drawee resides is presumed to be meant. The amount to be paid must be certain. If the amount is expressed in figures and in writing and they differ, the writing controls.

§ 481. Surety, guarantor, indorser and assignor.In addition to the original parties to negotiable instru

ments, the following may become liable thereon, that is, surety, indorser, guarantor or assignor. The rights and obligations of each are different.

A surety is generally a co-maker, and his promise is to meet an obligation which becomes his own the moment the principal fails to meet it. A surety is liable as much as the principal is liable, and he may be sued as a promisor.

A guarantor's promise is to pay the debt of the principal, if it is not paid by him. He is entitled to notice of the nonpayment within a reasonable time, but is not discharged from liability by delay in the notice, unless actually damaged thereby.

An indorser contracts to be directly liable, but only upon condition of due presentment of the bill or note on the exact day of its maturity and due notice of its dishonor. Failure in either particular discharges him absolutely from liability, whether he be damaged or not by the failure.

An assignor of a negotiable instrument is one who passes the title by mere delivery, without writing his name upon it. This may happen when the instrument is payable to bearer or indorsed in blank. The assignor does not promise that the obligation shall be paid, but he warrants that he knows no facts that will prove the instrument to be valueless.

In addition to the distinctive obligation of each, the indorser and the assignor each warrants: (1) That the instrument is genuine, (2) that it is valid, (3) that prior parties are competent, and (4) that he himself has lawful title to the instrument and right to transfer it.

§ 482. Law of the place.-Where a bill or note is made in one place and is payable in another, the law of the place of payment fixes the rights of the parties.

Where money payable in one state is secured by a mortgage upon land in another, it is difficult to determine what law controls. Where it is attempted to enforce payment by foreclosure, the general rule, in the absence of statutes to the contrary, is that the rights of the parties as to the rate of interest are ascertained by reference to the law of the place of payment, but that in all that relates to the enforcement of the remedy, the law of the place where the mortgaged property is situated will control.

§ 483. Agents. In the execution of notes by an agent, he should take care that he does not bind himself. personally, and to avoid this he should always sign the name of his principal, and append to that his own name, with letters or words designating himself as agent. So partners giving notes in the firm's business should always sign by the firm name. If a note, negotiable in form, is signed and delivered to another, with the amount and date, names of drawee, payee, etc., left blank, the person to whom it is delivered is the agent of the maker to fill the blanks in accordance with the intention of the maker. Otherwise, the maker is not bound except to subsequent holders in good faith.

§ 484. Capacity of parties.-As to the capacity of persons to make and indorse notes and bills, and the effect of the various forms of legal disability, as infancy, insanity and the like, upon the rights of the parties, it is enough to say that the general rules governing contracts heretofore stated will apply.

§ 485. Consideration.-As between the original parties to a note or bill, some legal consideration is necessary to support it, but the obligation assumed by an

indorser for the accommodation of one of the parties, by its very nature, has no consideration to support it. If the accommodation indorser is obliged to take up or pay the note or bill, he has a right of action against all prior parties who are liable on the paper.

§ 486. Purchase for value without notice.-It is a distinctive quality of a negotiable instrument that if before it is due it comes into the hands of an innocent purchaser for value, he takes it free from any defenses or equities that may exist between prior holders or the original parties, respecting the title, the amount or the consideration. Though the instrument be stolen, though the maker may have claims against some prior holder, though the instrument be procured by fraud, be paid, or have no consideration-such defects perish with the transfer, so far as the innocent holder is concerned. Other defenses, such as forgery, alteration, infancy, etc., may be made by the party claiming the defense against even an innocent purchaser. Such rules are necessary to secure the free and ready transfer of negotiable instruments. If purchasers of such instruments took subject to all defects it would obviously impede their circulation and usefulness.

§ 487. Bills of lading and checks.-A bill of lading is a written instrument acknowledging receipt of goods and agreeing to transport them to a specified place and deliver them to the consignee or his assigns. It is a receipt and a contract, having the usual attributes thereof. It is at the same time the representative of the goods, and as such has certain qualities of negotiability that make it proper to consider them in connection with the subject of bills and notes. The holder of a bill of lading may by indorsing and delivering the instrument to

another pass to the transferee the title to the goods represented, as fully as though the goods themselves were delivered. The transferee, if in good faith, takes the title free from any claims against the indorser, such as the right of stoppage in transitu or the right to rescind for fraud. But he takes only such title as the indorser actually had, so that if the bill of lading were stolen, or if the original shipper had no title to the goods, the indorsee could acquire none. Thus a bill of lading is only negotiable to a limited extent. It does not come

under the Negotiable Instruments Law.

Checks are bills of exchange and come within the

provision of the code.