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under his general, but by virtue of some special authority? The SS, 25, 26. answer given was this: “ The doctrine laid down in Alexander v.
Procuration Mackenzie (supra) and Fearn v. Filica (7 M. & G. 513), might apply Signatures. to the cases of partners if it were shewn that a party who took the bill had notice of an agreement between the partners in contravention of which the bill had been indorsed.”
(b) See the last preceding note (a) hereto.
26.-(1). Where a person signs a bill as drawer, Persou signing indorser, or acceptor, and adds words to his signature, representative
as agent or in indicating that he signs for or on behalf of a principal, capacity. or in a representative character, he is not personaliy liable thereon (a); but the mere addition to his signature Ind. Act, s. 29. of words describing him as an agent, or as filling a representative character, dues not exempt him from personal liability (6).
(2). In determining whether a signature on a bill is that of the principal or that of the agent by whose hand it is written, the construction most favourable to the validity of the instrument shall be adopted (c).
(a) This section seems to be suggested by the docision in Alexander v. Sizer, L. R. 4 Ex. 102, where a person who signed a note as secretary of a railway company was held not to be personally liable. “The true rule,” said Byles J. in Kelner v. Baxter, L. R. 2 C. P. 185, “ is that stated by Mr. Thesiger, viz., that persons who contract as agents are generally personally responsible where there is no other person who is responsible as principal.”
(6) Thus where a bill of exchange was accepted by the defendants as joint managers of the Royal Mutual Marine Association, they were held personally liable, and the introduction of the words “as managers was considered immaterial, Jones v. Jackson, 22 L. T. N. S. 828, following Allen v. Miller, 22 L. T. N. S. 825, and approving of Jenkins v. Morris, 16 M. & W. 877, and Nicholls v. Diamond, 9 Ex. 154; 23 L. J. Ex. 1. As Mr. Justice Willes in Kelner v. Baxter, supra, said: Putting in the words “on behalf of, &c.,” would operate no more than if a person should contract for a quantity of corn “on behalf of my horses.” See also Hitchcock v. Buchanan, 15 Otto, Sup. Ct. U. S. 416. So also where a person signed a note as “trustee” of a building society, he was considered personally liable, Price v. Taylor, 2 L. T. N. S. 221; 5 H. & N. 540; 29 L. J. Ex. 331 ; see also note (d) to the 23rd section of this Act.
(c) Where an agent to a country bank, to whom plaintiff sent a sum of money, in order to procure a bill upon London, drew in his
SS. 26, 27. own name for the amount upon the firm in London, the two firms
being the same, it was held that the agent was liable as drawer, Person signing as agent or in although the plaintiff knew that he was agent, and supposed that the representative bill was drawn by him as such, and on account of the country bank capacity. to which the agent paid over the money, Leadbitter v. Farrow,
5 M. & S. 345. Executors carried on their testator's trade in that character, and in the ordinary course of the business accepted a bill describing themselves in it simply as executors of their testator ; it was held that neither the above circumstances, nor the form of the acceptance, relieved the estate of one of the executors, who died in the lifetime of the other, from the ordinary equitable liability on the bill, Liverpool Bank v. Walker, 4 De G. & J. 24; see also Courtould v. Saunders, 16 L. T. N. S. 562.
THE CONSIDERATIONS FOR A BILL.
Value and holder for value.
27.—(1). Valuable consideration for a bill (x) may be constituted by
(a). Any consideration sufficient to support a simple contract (y);
(6). An antecedent debt (Q) or liability. Such a debt or liability is deemed valuable consideration, whether the bill is payable on demand or at a future time.
(2). Where value has at any time been given for a bill the holder is deemed to be holder for value as regards the acceptor and all parties to the bill who became parties prior to such time (w).
(3). Where the holder of a bill bas a lien on it, arising either from contract or by implication of law, he is deemed to be a holder for value to the extent of the sum for which he has a lien (u).
(2) The consideration for bills of exchange and promissory notes, unlike the case of other contracts, is presumed till the contrary appears. See further sect. 30 of this Act, and sub-sections 1 and 2 thereof and the notes thereto; also sect. 29, sub-sect. 2, and the notes thereto.
(y) The consideration of a simple contract is thus defined in a work of high authority: “By the Common Law if anything is performed which the party is under no legal obligation to perform, or if anything is given or done at the request of the promisor, as the consideration or inducement for the promise whereby the promisor or party making the promise has obtained or secured for himself some benefit or advantage, or whereby the promisee or party to whom the promise has been made has sustained some trouble or loss, or suffered some injury or incon- S. 27. venience, there is sufficient consideration to render the promise
Value and obligatory in law, and capable of sustaining an action.” Addison on
holder for Contracts (7th Edition by Mr. Justice Cave), 7. Any loss or detriment, value. therefore, to the person to whom the promise is made, or gain to the person making the promise, is a good consideration. But not natural affection, Holliday v. Atkinson, 5 B. & C. 501 ; Story on Bills, sect. 181. Cross-acceptances have been considered good consideration for one another, Burdon v. Benton, 9 Q. B. 843; King v. Phillips, 12 M. & W. 705; Rent v. Lowen, 1 Camp. 179 n. As to what is a sufficient consideration for a bill there has been a recent decision. In that case an agreement was, upon the dissolution of a partnership, entered into, which after reciting that one of the partners had brought £2000 into the business, provided that the other partner should pay him that sum within three years, with interest at £55 per cent., in full satisfaction of all his share in the stock, credits, and effects of the partnership, and should indemnity him against the debts of the partnership; subsequently a promissory note payable on demand for the same £2000 was given to the retiring partner, it was held by the Court of Appeal, overruling the decision of Denman J. (reported 52 L. J. Q. B. 420) that there was a good consideration for the note, Stott v. Fairlamb, 49 L. T. N. S. 525, following Currie v. Misa, L. R. to Ex. 153.
(2) Prior to this Act an antecedent or existing debt was always considered a good consideration for a bill or note, provided it were made payable at a future time, on the ground that a negotiable security given for such a purpose is a conditional payment of the debt, the condition being that the debt revives if the security is not realized, Currie v. Misa, L. R. 10 Ex. at p. 163; Belshaw v. Bush, 11 C. B. 191 ; Watson v. Russell, 3 B. & S. 34; 31 L. J. Q. B. 304 ; Poirrier v. Morris, 2 E. & B. 89; In re Carew, 31 Beav. 39, where a customer of certain bankers got them to discount bills at a time when his account was overdrawn, and the amount was simply carried to the credit of his account, it was held that the bankers became holders for value, though no money was paid. But until the decision given in Currie v. Misa, L. R. 10 Ex. 153, it was doubtful whether a pre-existing debt was à good consideration for a bill or note payable on demand. However, all doubt on this head has been removed by the latter part of this sub-section, which makes an antecedent debt a good consideration for all bills and notes whether payable on demand or at a future time. Where there exists a debt or liability in præsenti, payable in futuro, and a state of things exists which entitles the debtor to pay, the giving of a note payable on demand is a conditional payment, and there is consideration for it, Stott v. Fairlamb, 49 L. T. N. S. 525.
(u)) See Scott v. Lifford, 1 Camp. 246; Barber v. Richards, 6 Ex. 63. If value has been given by an indorsee he can convey title to the
SS. 27, 28, 29, instrument by delivery, and erase his indorsement, Fairclough v.
Pavia, 9 Ex. 690 ; Story on Bills, sect. 188. Value and holder for (u) In Hills v. Parker, 14 L. T. N. S. 107, it was held that bills value.
of exchange are not proper subjects of mortgage, and are primâ facie presumed to be given in part payment as they become due; see Re Boys, L. R. 10 Eq. 467, where it was held that a promissory note given by principal and surety for a definite sum and payable on a fixed day is presumed to be given in consideration of an advance at the date of the
note; see also Attenborough v. Clarke, 27 L. J. Ex. 138. Accommoda- 28.-(1). An accommodation party to a bill is a person tion bill or
who has signed a bill as drawer, acceptor, or indorser, party. Ind. Act, s. 43. without receiving value therefor, and for the purpose
of lending his name to some other person (a). Ind. Act, s. 52. (2). An accommodation party is liable on the bill to a
holder for value; and it is immaterial whether, when such holder took the bill, he knew such party to be an accommodation party or not (b).
(a) This has always been known as the definition of an accommodation party to a bill. See Chalmers' Digest of Bills, 2nd edition, 84; Byles on Bills (13th Edition), 131. For examples of what are or are not accommodation bills, see Scott v. Lifford, 1 Camp. 246; Collott v. Haigh, 3 Camp. 281; Sleigh v. Sleigh, 5 Ex. 514; Wilks v. Hornby, 10 W. R. 742; Ex parte Swan, L. R. 6 Eq. 344; Ex parte Cama, In re London, Bombay, and Mediterranean Bank, L. R. 9 Ch. 686 ; 43 L, J. Chan. 683; 31 L. T. N. S. 234 ; 22 W. R. 809. The fact that the name of an acceptor is written across the stamp before the bill is drawn, does not of itself raise the inference that the bill was accepted for the accommodation of the drawer, Harris v. Sterling, 9 Ir, R. C. L. 198. A cross acceptance is a good consideration, Story on Bills, sect. 183; Burdon v. Benton, 9 Q. B. 843; 16 L. J. Q. B. 353; see also King v. Phillips, 12 M. & W. 705.
(6) So held before this Act, see Smith v. Knox, 3 Esp. 47; Lifford supra ; Charles v. Marsden, 1 Taunt. 224; but in Parr v. Jewell, 16 C. B. 684, it was held that it is a good defence by an indorsee against the acceptor of a bill of exchange that it was accepted for the accommodation of the drawer, without consideration, and that it was indorsed by the drawer after it had been paid by him
at its maturity; Story on Bills, sect. 188. Holder in due 29.—(1). A holder in due course is a holder who has
taken a bill, complete (x), and regular on the face of it,
under the following conditions ; namely: Ind. Act. 8. 9.
(a). That, he became the holder of it before it
was overdue (y), and without notice that it had
value (a), and that at the time the bill was nego-
in the title of the person who negotiated it. (2). In particular the title of a person who negotiates Ind. Act, s. 58. a bill is defective within the meaning of this Act, when he obtained the bill or the acceptance thereof by fraud (v), duress (t), or force and fear (s), or other unlawful means (r), or for an illegal consideration (9), or when he negotiates it in breach of faith (P), or under such circumstances as amount to a fraud (0).
(3). A holder (whether for value or not) who derives Ind. Act, s. 53, his title to a bill through a holder in due course, and who is not himself a party to any fraud or illegality affecting it, has all the rights of that holder in due course as regards the acceptor and all parties to the bill prior to that holder (n).
(2) Complete, i.e. complete by delivery. Where the holder is not the payee of the bill, it must be indorsed as well as delivered to him, unless it be payable to bearer, in which case mere delivery is sufficient. In Whistler v. Forster, 14 C. B. N. S. 248, it was held that one who receives a bill of exchange unindorsed (though for value) acquires no better title under it than the person from whom he receives it himself has.
(y) “The general rule of law," said Mr. Justice Willes in Whistler V. Forster, supra, p. 257, “is undoubted, that no one can transfer a better title than he himself possesses ; nemo dat quod non habet. To this there are some exceptions; one of which arises out of the rules of the law-merchant as to negotiable instruments. These being part of the currency, are subject to the same rules as money; and if such an instrument be transferred in good faith, for value before it is overdue, becomes available in the hands of the holder, notwithstanding fraud which would have rendered it unavailable in the hands of a previous holder.”
(x) Thus it has been lung established that one who takes a negotiable security bonâ fide, that is giving value for it, and having no notice at the time that the party from whom he takes it has no title, is entitled to recover upon it, even although he may at the time have had the