Article 18.

The provisions of articles 2, 4 to 10, and 13 to 17, concerning bills of exchange, shall apply as well to promissory notes payable to order.

This provision shall apply to article 12 as regards the provision covering any inequitable gain by the maker of a promissory note.

In the projects provisionally agreed upon there is question only of the bill of exchange and the promissory note to order. It seems, therefore, superfluous to say that the provisions of these projects are not directed to the rules relative to checks, nor, in general, other documents to order. This calls, however, for an explanation. In certain countries the legislation on checks is not complete in itself, but is supplemented by the legislation on bills of exchange. This is the significance of article 19-that the contracting States have entire liberty to maintain intact their legislation in regard to checks or to complete it by the new law on bills of exchange. The same thing may be said for documents to order in general..

Article 19.

The present convention and the law shall not apply to the regulations which, in the different countries, relate to checks and to instruments to order in general. The contracting States reserve for themselves complete liberty to determine to what extent the provisions of the law may apply to such documents.

Then comes a disposition purely formal, which might be considered somewhat trivial, but which has, however, a practical value. As has been seen, the contracting States may modify the uniform law or complete it directly, to the end of availing themselves of the powers which are reserved to them by the convention. It will be extremely useful for the law to preserve its uniform physiognomy, that the order of the subjects may not be changed, and that as far as possible even the numbering of the articles shall not be modified. This will facilitate the examination and application of the law in the different countries of the union.

Article 20.

The contracting States will see to it that the position, and as far as possible, the numbering of the articles of the law be not altered, when introducing the modifications or additions which they are entitled to make in accordance with the preceding articles.

From the same point of view the desire may be expressed that States which have the same language and which wish to make the same reservations, may agree to formulate them in terms which are identical. (Vide art. 21, par. 2.)

Article 21 explains itself. Precisely because absolute uniformity can not be expected, each Government will have an interest in knowing the measures taken in other countries in such a manner as to inform those interested.

Article 21.

The contracting States shall communicate to the Government of the Netherlands all the provisions which they shall enact under the present convention or in carrying out the law.

Likewise, the States shall communicate to the said Government the expressions which, in the languages officially recognized within their territories, corre

spond to the designation of bill of exchange and promissory note to order. When the same language is used in two or more States, these shall agree among themselves, as far as possible, upon the choice of one and the same expression.

The States shall also submit to the said Government a list of legal holiday and other days when payment can not be required within their respective territories.

The Government of the Netherlands shall immediately transmit to all the other States the information which it shall have received by virtue of the preceding paragraphs

The provisions which follow relate to the protocol. They are based upon those which are found in the latest conventions at The Hague.

Article 22.

The present convention shall be ratified as soon as possible.

The ratifications shall be deposited at The Hague.

The first deposit of ratifications shall be attested in a document signed by the representatives of the States which shall take part therein, and by the minister of foreign affairs of the Netherlands.

The subsequent deposits of ratifications shall be made by means of a written communication addressed to the Government of the Netherlands, and accompanied by the act of ratification.

A certified copy of the document attesting the first filing of ratifications, and of the communication mentioned in the preceding paragraph, as well as of the acts of ratification accompanying them, shall immediately, through the good offices of the Government of the Netherlands, and through diplomatic channels, be transmitted to the States which have signed the present convention, or which have assented to it. In the cases referred to in the preceding paragraph, the said Government shall make known to them, at the same time, the date on which the notification was received.

The proposed convention ought to be an open one. The power of adhesion to it is fixed in the simplest manner.

Article 23.

States which are not signatories may assent to the present convention whether they have or have not been represented at the international conference at The Hague for the unification of the law relative to bills of exchange and promissory notes.

A State wishing to adhere shall notify the Government of the Netherlands of its intention in writing, transmitting at the same time the act of adhesion, which shall be deposited in the archives of said Government.

The Government of the Netherlands shall immediately transmit a certified copy of the notification, as well as of the act of adhesion, with a mention of the date when said notification was received, to all the States which have signed the present convention or which have assented thereto.

Article 24.

The present convention shall take effect, for the States which shall have participated in the first deposit of ratifications, six months from the date of the document certifying to said deposit, and for the States which ratify later, or assent thereto, six months after the receipt by the Government of the Netherlands of the notification mentioned in article 22, paragraph 4, and article 23, paragraph 2.

The convention ought to have an unlimited duration-that is, it ought not to end necessarily and legally on a certain date. It ought not, however, to fetter indefinitely the contracting parties, who might wish to release themselves by denouncing it. It has nevertheless

seemed reasonable to permit the law to be fairly tested and for this reason to delay somewhat the exercise of the power of denunciation.

Article 25.

Should it occur that one of the contracting States wishes to denounce the present convention, notification thereof shall be given in writing to the Government of the Netherlands, which shall immediately forward a certified copy of the notification to all the other States, apprising them of the date when it was received.

The denunciation, which can not take place until five years after the date of the first deposit of ratifications, shall only affect the State which shall have given notice thereof, and one year after its receipt by the Government of the Netherlands.

Finally, there should be opportunity for a new conference for the examination of the results of experience. In order that the meeting of such a conference shall not be called for mere caprice, certain conditions are required-a number of States, a reason for the request, and the lapse of a certain time. The Government of the Netherlands would have the honor and the duty of preparing for such a meeting.

Article 26.

"Three years after the first deposit of ratifications any five contracting States may address a request to the Government of the Netherlands with the object of procuring the meeting of a conference to deliberate on the question whether there is need for introducing additions or modifications in the law or in the present convention."

IV. PROJECT OF THE FINAL PROTOCOL.

This is a brief summing up of the labors of the conference, which may serve as a framework for the essential documents, the product of our deliberations and destined to be submitted to the favorable consideration of our respective Governments.

We propose finally to the conference to express two recommendations, on which it is to be supposed that agreement will be unanimous: 1. That the draft plans elaborated by us shall be the object, on the part of our respective Governments, of careful examination; that after having consulted the circles interested our Governments shall frame their conclusions and decide upon the project as a whole and in detail. When the necessary time shall have passed, which shall be determined by the Government of the Netherlands after having gathered information on the subject, a second conference shall be assembled which shall frame a definitive text of a nature to be signed by plenipotentiaries.

2. That it is with regret that certain delegations have seen the subject of the check eliminated from our deliberations. The check is amenable, quite as much as the bill of exchange, to international regulation, and there exists the same necessity that this regulation should be established. The Government of the Netherlands is requested to include the check in the project of the deliberations of the next conference and to plan for the work in the same skillful and useful manner which was employed for the present conference.

The rapporteur:

LOUIS RENAULT.

APPENDIX B. PAPERS OF THE AMERICAN
DELEGATION.

I. REPLY OF THE AMERICAN DELEGATE TO THE QUESTIONNAIRE.

The SECRETARY OF STATE.

26 LIBERTY STREET, NEW YORK, February 28, 1910.

SIR: In compliance with the request of the Government of Her Majesty the Queen of the Netherlands, that the views of the American Government on the subject matter of the proposed conference on a uniform law for international bills of exchange should be submitted not later than the close of the present month, I am sending you herewith for your consideration the conclusions at which I have arrived after many conferences with those interested in the subject.

I have held a number of general meetings, to which I have invited leading bankers dealing in foreign exchange, the counsel of the American Bankers' Association, representatives of the commissioners on uniform State laws, leading import and export houses, and others. I have also sent copies of the Questionnaire to nearly 100 persons in leading banking and shipping centers likely to be interested in the subject of the conference, and have received many replies going at length into the merits of the questions presented.

The adoption of a uniform law on bills of exchange, which should deal with all aspects of the subject, would involve the consideration of so many questions of commercial and banking practice and of so many decisions of the courts in many countries, that it seems advisable to American bankers and others interested that effort should be concentrated upon a few important points of conflict in the existing laws of nations, in order that they may be intelligently dealt with, even if it is found impossible to give adequate consideration to the preparation of a complete codification.

In respect to a general law dealing with the subject in its entirety, there are already 38 of the 46 States of the American Union and four other political units under American sovereignty which have such a law, known as the negotiable instruments law, which is substantially uniform in all these States and conforms also to similar laws in Great Britain and most of her dependencies. A copy of the negotiable instruments law of the State of New York is appended to this memorandum. This law is based in many features upon the law merchant, as it has been developed by commercial and banking custom in most of the countries of Continental Europe and in other parts of the world. In most respects this law has contributed to certainty in banking operations, has simplified legal practice, and has promoted uniformity and convenience in commercial transactions. In those respects in which it is defective or in conflict with the laws

of other countries, or where decisions under it by the courts have contributed to conflict of laws, American bankers and merchants are willing to consider modifications and supplementary legislation which will remove these differences or occasions for conflict.

There is cordial sympathy among American bankers with what is understood to be the primary object of the conference to make international bills of exchange more uniform and certain in their provisions and interpretation and therefore more readily negotiable in the channels of international banking. Only within a comparatively recent time have such bills come to be used by American bankers to any large extent as investments, and the system of acceptance by bankers, in order to give greater negotiability to bills, is employed only to a limited extent in the case of bills circulating wholly within the United States. For these reasons, American bankers are prepared to cooperate in the adoption of general rules for avoiding conflicts of law over international bills and maintaining and enlarging that high character of negotiability which they already possess under the law merchant.

Among cases where conflict has sometimes arisen, which American bankers consider it important to have prevented in future, are cases involving the determination of what law shall govern protest, both as to the character of the formalities to be observed and the time within which protest may be made. While in most cases the law of the country where a bill is payable is accepted as the law governing protest in case of dishonor, a decision of the court of appeals of the State of New York has been adverse to this practice. This decision, in the case of a bill drawn in New York upon a payee in Austria, practically laid down the rule that, in order to hold the drawer, the protest must be made in Austria according to the forms prescribed in New York, because the contract of the drawer was made in New York, although the place at which payment was to be made and where default occurred was in Austria.

Conflict between the practice in certain foreign countries and in the United States arises not only in regard to the form of protest, but also in regard to the time allowed for such protest. In the United States protest is usually required to be made on the day of the dishonor of the obligation, unless delay is excused for reasons allowed by the statutes; but in most countries of Continental Europe protest on the day following dishonor is sufficient to hold the parties. Upon these subjects there is much to be said for the practice prevailing on the Continent, and American bankers and others interested would be willing to accept substantially the following rules:

I. That the form and manner of protest of a dishonored bill of exchange shall conform to the law of the country where payment of the bill is provided for and where dishonor occurs.

II. That protest of a bill of exchange for nonacceptance or for nonpayment shall constitute a valid protest when made on the first day after dishonor, and shall be binding upon all parties who would be bound by protest on any other day.

III. That when a bill is presented for acceptance, the drawee shall have the right to reserve his decision upon acceptance until the following day, but may accept on the day of presentment.

Another point considered by many American bankers as of very considerable importance is the general adoption of the American system of paying checks and bills only upon the identification of the