VI.-DRAFT OF PROPOSED AMENDMENTS TO THE BRITISH LAW.

[Inclosure 2 in No. 16.]

DRAFT OF A BILL TO AMEND THE BILLS OF EXCHANGE ACT, 1882, BY ASSIMILATING IT IN CERTAIN RESPECTS TO THE LAWS OF OTHER COUNTRIES.

Be it enacted, etc. :

I. Sum payable.-(1) At the end of subsection 2 of section 9 of "The bills of exchange act, 1882" (which deals with the sum payable), the following words shall be added, namely:

"Where the sum payable is expressed more than once in words, or more than once in figures, and there is a discrepancy, the lesser sum shall be the sum payable."

(2) At the end of subsection 3 of the said section 9 the following words shall be added, namely:

"And where the rate of interest is not specified, 5 per cent shall be understood."

II. Computation of the time of payment.-Subsection 1 of section 14 of the said act (which deals with the computation of the time of payment) is hereby repealed, and the following provision shall be substituted therefor, namely:

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(1) A. Days of grace are hereby abolished, and when a bill, according to its tenor, falls due on a nonbusiness day, it shall be deemed to be due and shall be payable on the next succeeding business day."

III. Acceptance by simple signature.-In paragraph (a) of subsection 2 of section 17 of the said act (which deals with the requisites of an acceptance) after the words "signature of the drawee" the words "on the face of the bill " shall be inserted.

IV. Who may accept or pay for honor.-In subsection 1 of section 65 of the said act (which deals with acceptance for honor) the words "not being a party already liable thereon" shall be repealed; and in subsection 1 of section 68 (which deals with payment for honor) after the words “ any person" the words "other than the acceptor" shall be inserted.

V. Action on consideration.-After section 52 of the said act the following section shall be added, namely:

"52 A. Where the drawer or indorser of a bill is discharged from his liability on the instrument by reason of the holder's failure duly to present it or protest it or to give notice of dishonor, the drawer or indorser shall not thereby be discharged from his liability on the consideration for the bill, unless he has been prejudiced by the holder's failure to perform his duties, and then only to the extent of any loss he may have suffered."

VI. Short title and commencement.—(1) This act may be cited as "The bills of exchange act, 1910," and "The bills of exchange act, 1882," "The bills of exchange (crossed cheques) act, 1906," and this act may be cited together as "The bills of exchange acts, 1882 to 1910."

(2) This act shall come into operation on the 1st day of January, 1912.

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VII.-ANALYSIS OF THE PROPOSED UNIFORM LAW IN RELATION TO THE EXISTING BRITISH LAW.

[From the inaugural address of Frederick Huth Jackson, Esq., as president of the Institute of Bankers, November 16, 1910.1'

The British Government, after some hesitation, decided to be represented at the conference, but suggested that its scope should be limited in the first instance to preparing a statement showing how the laws of the various nations differed, and the inconvenience arising from such differences. (Blue Book, p. 10.) But the other nations consulted did not agree to this limitation and the conference met on the basis of having a free hand to deal with the whole question as it might seem best.

PROCEDURE OF THE CONFERENCE.

Mr. Asser's first step was to draw up a Questionnaire, raising 89 points, and each of the 35 nations who joined the conference was asked to send in a memorandum specifying what the law ought to be on each of those points. (Blue Book, pp. 4 to 9.) Under instructions from the foreign office, the British delegates prepared a memorandum showing what the English law actually was on each of the points raised, without entering on the very debatable questions as to what it ought to be. This memorandum (Blue Book, p. 14) was considered and approved by an inter-departmental committee, on which the foreign office, the colonial office, and the board of trade were represented. That committee further considered the attitude which was to be taken up by the British delegates at the conference. Our final instructions defined clearly the position we were to take up. We were empowered to discuss any proposals that might be brought before the conference, and in so doing to emphasize the facts; first, that the rules of law in force in the United Kingdom have been adopted substantially unchanged in the British oversea dominions; and, secondly, that the English law merchant is an integral part of the common law and, broadly speaking, English law draws no distinction between traders and nontraders. We were to point out that in the United Kingdom there are no special tribunals of commerce, and that any dispute which may arise on a bill of exchange is determined by the ordinary tribunals as part of their ordinary business. We were not to hold out any hope that, as a general rule, English rules of law were likely to be substantially modified and brought into conformity with continental rules, particularly in cases where the English rule prevails, not only in the United Kingdom, but also throughout the English-speaking world. It was left open to us, however, to argue in favor of the English rules, and to point

out to the foreign delegates the advantages of adopting them. Our instructions went on to say:

"There are, nevertheless, certain points on which the English law is doubtful, or where there are points of divergence between the different English-speaking communities. In such cases it would evidently be desirable if a uniform rule could be arrived at, and the uniformity of the rule is probably of more importance than the nature of the rule itself."

Before going to the conference, we had the advantage of meeting Mr. C. A. Conant, the United States delegate, and of discussing matters with him. Mr. Conant is a well-known writer on banking, from whose "History of Modern Banks" I have already quoted a passage to you to-day. Before starting for Europe, he had discussed the questions likely to be raised with many banking and commercial authorities. We found that his views were fully in accord with ours, and throughout the conference we worked together in friendly cooperation. He clearly explained to us the American position. In the United States the Federal legislature has no jurisdiction over bills of exchange. Legislation with regard to them is purely a matter for the 45 State legislatures. The inconvenience of having more than 40 systems of law, more or less divergent, regulating instruments which pass freely from State to State was obvious. Accordingly, a model law was drawn up, which it was suggested that each State should enact for its own territory. The State of New York adopted this model law in 1897, and now it has been enacted by 35 States and 4 Territories, with occasional small local modifications. The result is that a uniform system of law has been attained throughout almost the whole of the union. Our American friends are naturally not anxious to have this uniformity disturbed. If any State adopts a rule culled from the continent, the uniformity which has cost so much to attain is broken up, unless and until the new rule is adopted by some 40 different legislatures.

I may remind you that the United States model law, though differently arranged from our act, is in substantial accord with it, and in very many instances is expressed in the same words.

The conference met on the 23d of June and sat until the 25th of July. The following nations took part in it-namely, Argentina, Austria, Belgium, Brazil, Bulgaria, Chile, China, Costa Rica, Denmark, France, Germany, Great Britain, Haiti, Hungary, Italy, Japan, Luxemburg, Mexico, Montenegro, Netherlands, Nicaragua, Norway, Paraguay, Portugal, Russia, Salvador, Servia, Siam, Spain, Sweden, Switzerland, Turkey, United States, and Uruguay.

The delegates included bankers and merchants, as well as lawyers, judges, and diplomatic representatives. Among other continental bankers we had M. Picard, secretary general of the Bank of France; M. Fischel, of the Berlin firm of Mendelssohn & Co.; and Dr. Hammerschlag, manager of the Imperial and Royal Credit Society of Vienna.

At the beginning of the conference the question was raised whether the conference should confine itself to laying down principles, leaving it to each nation to apply those principles to its own body of law, or whether it should frame a draft law for universal adoption. In other words, should the conference proceed by resolution or by draft

bill?

We expressed an opinion in favor of the former course, but

the other nations voted "en bloc" for the latter.

The conference, then in plenary session, discussed the 89 points raised by the Questionnaire. It was afterwards split up into five sections, each comprising seven nationalities, and of one of these sections Sir Mackenzie Chalmers was president. Each section proceeded to elect its own rapporteur. The points raised by the Questionnaire were considered seriatim and discussed by each of the sections, and new points were allowed to be raised. The opinions of the different nations were elicited and votes taken when necessary, and then the report of each section was presented to the central committee.

The central committee met as soon as the sectional reports were in print. It was composed of the five presidents of the sections, the five rapporteurs, five expert members-that is, bankers and merchants and five other selected members. It was presided over by M. Asser. Taking as the basis of its discussions the reports of the five sections, the points of the Questionnaire were again gone through. When opinions differed, votes were taken and the resolutions of the committee were arrived at by simple majorities. The conclusions of the committee were then drawn up by the rapporteurs, Messrs. LyonCaen and Simons, in a series of articles accompanied by an explanatory memorandum.

The resolutions of the central committee, formulated as articles, were then brought before the conference in plenary session, and were passed in one sitting without amendment. The committee on private international law then presented their report, and submitted three draft articles, which were agreed to by the conference. The rapporteurs of the central committee and the rapporteurs of the committee on international law (Messrs. Renault and Kriege) were then instructed to incorporate the three articles on the conflict of laws into a preliminary draft of the uniform code, making at the same time any necessary drafting alterations.

The next day the combined work of the four rapporteurs was presented to the conference in the form of a draft convention and uniform law, and this draft (England and the United States standing aside) was adopted by the conference without division.

The rapporteurs of the central committee, Messrs. Lyon Caen and Simons, were men of exceptional ability and profound knowledge of their subject; but you will wonder how, within 48 hours of the conclusion of the work of the committee, which proceeded by votes and resolutions, they were able to present us with a complete cut and dried code. I think the explanation is this: Before the conference met, Germany, Hungary, and Belgium had each prepared a draft code of uniform law. None of these draft codes was formally discussed in the conference, but the votes and resolutions of the central committee were in substantial accord with the German draft. This, then, was taken as the basis of the uniform law. Where the resolutions of the committee departed from the proposals of the original draft, the draft was modified accordingly. You will find the draft. law as prepared by the rapporteurs on page 48 of the Blue Book. In preparing the final draft included in the protocol, the combined rapporteurs took a somewhat liberal view of their functions as drafts