8

allows the payee's name to be left in blank, which enables any subsequent holder to fill in his name as payee, after which the Bill is payable to order (Argentine 599 (4)). The fact that other codes do not allow Bills to be issued to Bearer, or with the payee's name left in blank, is partly explainable by the circumstance that in most non-British countries, cheques, as mentioned before, are not looked upon as Bills of Exchange, and that everywhere cheques may be issued to bearer.

(B) Bills to order.

The manner in which the payee's name in the case of bills payable to order ought to be mentioned according to the law of different countries also requires some explanation. According to some systems of law a document in which the payee's name is inserted in the form "To John Brown" and not in the form "To the order of John Brown" or to "John Brown or Order cannot be transferred by indorsement in the ordinary way (French 110, Chilian 634, Argentine 600, Belgian 1). The Portuguese law provides, that the use of the word Bill of Exchange in the absence of an indication to the contrary, implies that the Bill can be transferred by endorsement, although the words "To the order of" or corresponding words are omitted. (Portuguese 280.) This leads to the same result, as the laws of the countries requiring the insertion of the words "Bill of exchange" in all cases. In these countries Bills are transferable by indorsement, though the words "To the order of " are not used, unless transfer by indorsement is expressly forbidden on the face of the Bill (Germany 9, Hungarian 8, Scandinavian 9, Swiss 727, Ital. 257). In the United Kingdom the mention of the payee's name without any addition is sufficient, although the word "Bill of Exchange" is not used in the document (B. E. A. 7 (4)) and the new Japanese Code (722) has followed the British law in this respect.

The drawer of a Bill may in all countries make it payable to his own order, with the effect that the Bill cannot be transferred to another person, unless the drawer endorses it in the same manner as another payee would do if he were named as payee. The Japanese and Scandinavian codes, however, do not allow promissory notes to be drawn to the maker's own order (Jap. 812, Scandinavian 95).

(c) Indication as to time of payment.

The rules as to the manner in which the time of payment may be indicated will be stated in the lecture dealing with the payments of Bills. In this place I only wish to mention, that the omission of any express statement as to the time of payment is according to British law, and also according to some other systems of law deemed to be an indication to the effect, that the Bill is payable on demand, but according to the Chilian code, promissory notes not containing any indication as to the time of payment, are payable ten days after their

day of issue (B. E. A, 10 (16); Japan 720, Argentine 609, Chilian 643, Portug. 282 (2), Belgium 2; 84, Scandinavian 3. According to French law a document not containing any indication as to the time of payment is not a Bill of Exchange (4 Lyon-Caën p. 56).

(d) Indication as to place of payment.

The omission of a date of payment, as we have seen, is in some codes looked upon as an indication that the Bill is payable on demand; in a similar way the omission of any express mention of the place of payment is in many codes treated as an indication that the Bill is payable in the place where the drawee is domiciled, but according to the German group of codes and some other codes, this inference is drawn only where the drawee's place of domicile is expressly mentioned in the Bill: (German, 4 (8), Hungarian, 3 (7), Swiss 722 (8), Scandinavian, 4, Chilian, 633 (71), Italian, 253), and this seems also to be the rule of French law, though not expressly stated in the Code (see Lyon-Caën, p. 56), whilst according to other laws, the drawee's domicile is deemed to be the place of payment, though it is not indicated on the face of the Bill (Belgian 2, Portug. 382 (3).

Promissory notes are always payable in the place of issue unless the contrary is expressly stated (Chilian 771, Hungarian 111, German 97, Italian 253, Japan 813, Swiss 826).

(e) Indication as to document being bill of exchange, and indication as to value passing between drawer and

payee.

There remain the two requirements respectively characterising the German and French schemes of Bill of Exchange regulations, the designation of Bill of Exchange on the one side, and the statement as to the consideration given by the payee on the other side. The firstmentioned requirement is of a deeper significance than may be imagined at first sight, and I shall have again to refer to it later on. The second, which still exists in French, Dutch and Chilian law, and some of the older codes following the French law, but has been dropped in the codes of more recent date, with the sole exception of the new Spanish Code, cannot be justified on principle, and creates unnecessary difficulties in practice.

It is not uncommon, even in countries where no statement as to the value is required by law, to insert such a statement, and in this respect there is a great difference between non-British and British usage. In non-British countries the statement as to the value always refers to the value received by the drawer from or on behalf of the payee. In British usage the same interpretation is given to the words respecting the value received in the case of Bills not drawn to the drawer's own order (Grant v. Da Costa, 3 M. & S., 353), but in the case of Bills drawn to drawer's own order, and accepted by the drawee, the words are taken to refer to the value received by the acceptor from the drawer (Highmore v. Primrose, 5 M. & S. 657).

(6) Consequences of irregularities in respect of any of the essential parts. (a) Omissions.

The consequence of an omission of one of the essential parts of a Bill of Exchange as a general rule is, that the document in question is not treated as a Bill of Exchange.

It may, and it frequently does, confer rights on the holder, but it does not generally enable him to enforce his rights in the manner in which he could have enforced them if the document had been a Bill of Exchange, and very frequently his rights are not so extensive as they would have been in that event. (German 7, Hungarian 6, Italian 254, Swiss 725, Portug. 281, Chilian 641.) It will, however, be remembered that according to some laws the omission of the time of payment is taken as an indication that the Bill of Exchange is payable at sight, and that the omission of the place of payment is, according to many codes, taken as an indication that the drawee's domicile indicated in the Bill of Exchange is the place of payment. Omissions, to which such a meaning is given by statute, do not of course invalidate a Bill,

(b) Untrue or Fictitious Indications.

Another question arises with respect to the essential parts of a Bill. Is a document invalid as a Bill of Exchange if any indication with reference to any such essential part is untrue or fictitious? The French code, and some codes following the French system, are the only ones which—as regards some of the essential parts-enact that a document containing untrue or fictitious statements with reference to the same is not to be treated as a Bill of Exchange. The French code provides that a document purporting to be a Bill of Exchange, in which the name or description of any party is stated untruly, is to be deemed a simple promise (French 112). Originally an untrue indication as to the domicile of any party, or as to the place of issue or the place of payment had the same effect, but the statute of June 7th, 1894, to which I shall have to refer later on, has repealed the latter part of the clause.

The Dutch as well as the Argentine law retain the old provisions of the French code (Dutch 102, Argentine 601). It should, however, be pointed out that the rule of the French code, according to which a document containing untrue statements as to the name or description of any party is not treated as a Bill of Exchange, is not to be taken literally; it is only applicable as between persons, to whom it is known that the untrue statements are untrue. The Dutch and Argentine codes state this qualification expressly, and in France it is universally recognised though not actually stated by the code (see Lyon-Caen, p. 32). The British B. E. A., as well as most of the codes, other than these I have mentioned do not allow untrue statements to affect the character of a document as a Bill of Exchange,

(see B. E. A., 5 (2), 8 (4), 41 (2a), 54 (2), 55 (16) (27), German 75, 76, Hungarian 81, Swiss 801, Scandinavian 88, Japan 708), as to Italian law, see Vidari p. 46).

(7) Form of Bills of Exchange.-(a) generally.

With regard to the form of Bills of Exchange it is clear that in countries in which the designation Bill of Exchange is expressly required it is at once known whether a document is intended to be a Bill of Exchange, but in other countries it may frequently be doubtful, whether a document, even though containing all the essential parts of a Bill of Exchange, is intended to be one or not. Thus in England a document running as follows:-" Mr. Nelson "will much oblige Mr. Webb by paying to J. Ruff or order twenty "guineas on his account," was held to be a Bill, but another document stating, "Please let the bearer have Seven Pounds and "place it to my account and you will oblige your humble servant," was held invalid. (Ruff & Webb, 1 Esp. 129, Little v. Slackford, M. & M. 171).

(b) Unconditional Nature of Order.

In any case the order must be unconditional, and all material facts must appear with certainty. The British B. E. A. provides that an order to pay is not unconditional, if the drawee is instructed to pay out of a particular fund, but that "an unqualified order to pay, "coupled with an indication of a particular fund out of which the "drawee is to reimburse himself or a particular account to be "debited with the amount, or a statement of the transaction, which "gives rise to the Bill is unconditional." (B. E. A. 3 (3).) The distinction is a very refined one, and the cases which illustrate it, do not help one much to understand it. (They are summarised in Mr. Chalmers's note to the above quoted section.)

There is no similar general rule in the non-British codes, but an order containing qualifying words, which are so used, that it is not clear whether payment is to be made in any event, or whether it is only to be effected in an event referred to in the Bill or elsewhere, is everywhere treated as a conditional one. Thus the German Supreme Mercantile Court declined to recognise a document as a Bill of Exchange which contained the words, "Please pay," &c., "according to contract." This contains a decided ambiguity, as the contract might possibly stipulate that the payment was not to be made, if certain events happened or did not happen. (See R. O. H. G., p. 169.)

(c) Essentials must be stated with reasonable certainty.

(A) As regards names of parties.

As regards the names of drawer, payee and drawee, most of the codes do not define this requirement more closely (see B. E. A. 6 (1),

7 (1), and the law generally allows considerable latitude; it is not even necessary, in all cases, that the names should be expressly stated, if from other indications on the Bill, they can be discovered with reasonable certainty (Gray v. Milner 8 Taunt, 739; French Cassation, see Nouguier 130). The Chilian code, however, requires in each case, the christian name and surname to be stated, and in the case of the drawee, also the place where he is domiciled (Chilian 633). The Spanish code requires christian names and surnames, as well as titles, except in the case of firm names being used (444).

The B. E. A. has some exceptional provisions with regard to the payee; it allows a Bill to be made payable to the holder for the time being, of an office, or to one or some of several payees in the alternative (7 (2) ). Bills drawn in this form are, I think, irregular in all other countries, but in many foreign countries there are public authorities enjoying corporate rights, and these may, of course, be named as payees. Thus a German Bill drawn to the order of the Prussian Minister of Finance, would be invalid as a Bill of Exchange, but a Bill drawn to the order of the Prussian Treasury (being a corporate body) is perfectly regular (15 R. O. H. 315). A Bill drawn to the order of Jones or Smith would be valid if drawn in any country governed by British law, but irregular if drawn anywhere else.

(B) As regards time of payment.

Most of the codes contain rules as to the mode of expressing the time of payment, which rules have been, as to part of them, stated above, and will, as to the remaining part of them, be discussed in the lecture dealing with the payment of Bills of Exchange.

(c) As regards sum of money directed to be paid.

The law of the B. E. A. in respect of this point differs from foreign law in several important respects: (1) It allows an order or promise to pay a fixed sum with interest to be valid; (2) It allows an order or promise to pay a fixed sum by instalments to be valid, and lastly it allows the sum of money to be paid at a rate of exchange to be ascertained at a period subsequent to the issue of the bill (§ 9).

As regards the first point the German (7), Swiss (725), Hungarian (3 (2) ), Italian (254), and Scandinavian (7) codes provide that a statement as to payment of interest on the face of a bill is to be deemed non-existent, but the Austrian code, which in this respect differs from the German code, provides that a stipulation as to interest destroys the character of a document as a Bill of Exchange. The other codes are silent on the subject. In France it has been held that a stipulation as to interest is valid (Nouguier 126).

The law of many non-British countries requires the whole sum named in a Bill of Exchange to be payable at one and the same time. A document in which payments by instalments are ordered or