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CH. XVI. s. 2.

Bills of Exchange (Act of 1882).

Certainty as to payee.

What bills are negotiable.

Sum payable.

in the alternative or to two or more drawees in succession is not a bill of exchange.

S. 7.-(1) Where a bill is not payable to bearer, the payee must be named or otherwise indicated therein with reasonable. certainty.

(2) A bill may be made payable to two or more payees jointly, or it may be made payable in the alternative to one of two, or one or some of several payees. A bill may also be made payable to the holder of an office for the time being.

(3) Where the payee is a fictitious or non-existing person the bill may be treated as payable to bearer (h).

S. 8. (1) When a bill contains words prohibiting transfer, or indicating an intention that it should not be transferable, it is valid as between the parties thereto, but is not negotiable.

(2) A negotiable bill may be payable either to order or to bearer. (3) A bill is payable to bearer which is expressed to be so payable, or on which the only or last indorsement is an indorsement in blank.

(4) A bill is payable to order which is expressed to be so payable, or which is expressed to be payable to a particular person, and does not contain words prohibiting transfer or indicating an intention that it should not be transferable.

(5) Where a bill, either originally or by indorsement, is expressed to be payable to the order of a specified person, and not to him or his order, it is nevertheless payable to him or his order at his option.

S. 9. (1) The sum payable by a bill is a sum certain within the meaning of this Act, although it is required to be paid

(h) The effect of sect. 7 (3) is that a bill may be treated as payable to bearer where the payee is a real person, but was not intended by the drawer to have any right upon it; and this is so though the bill (so-called) is not in reality a bill but a document in the form of a bill, manufactured by a person who forges the signature of the named drawer, obtains by fraud the signature of the acceptor, forges the signature of the named payee, and presents the document for payment Bank of England v. Vagliano, [1891] A. C. 107, reversing both decisions below, Lords Bramwell and Field, diss.-with the result that Vagliano, a customer of the bank, and not the bank, as had been held by the Court of Appeal and by Charles, J., had to bear the loss of more than 70,000Z., arising from the payment of 43 so-called bills.

A non-existing person is none the less so because the drawer supposes him to

be a real one; Clutton v. Attenborough, [1897] A. C. 90. In this case a clerk of large land agents fraudulently representing to them that B., who did not exist, had done work for them, induced them to sign cheques payable to B., and then himself indorsed them and obtained cash for them from the defendant, with the ultimate result that his employers were charged, and upon the fraud being discovered, sued the defendant for the amounts as money paid under a mistake of fact. It was held by the House of Lords, affirming Wills, J., [1895] 2 Q. B. 306, and the Court of Appeal, [1895] 2 Q. B. 707, that the cheques were "issued" within the meaning of sect. 2; that B. was a fictitious or non-existing person within the meaning of sect. 7, sub-sect. 3; that the cheques might be treated as payable to bearer; and that the defendant, being holder in good faith for value, was not liable.

(a) With interest.

(b) By stated instalments.

(c) By stated instalments, with a provision that upon default in payment of any instalment the whole shall become due. (d) According to an indicated rate of exchange or according to a rate of exchange to be ascertained as directed by the bill. (2) Where the sum payable is expressed in words and also in figures, and there is a discrepancy between the two, the sum denoted by the words is the amount payable.

(3) Where a bill is expressed to be payable with interest, unless the instrument otherwise provides, interest runs from the date of the bill, and if the bill is undated from the issue thereof.

́S. 10.—(1) A bill is payable on demand

(a) Which is expressed to be payable on demand, or at sight, or on presentation; or

(b) In which no time for payment is expressed.

(2) Where a bill is accepted or indorsed when it is overdue, it shall, as regards the acceptor who so accepts, or any indorser who so indorses it, be deemed a bill payable on demand.

S. 11. A bill is payable at a determinable future time within the Bill payable meaning of this Act which is expressed to be payable:

at a future

time.

(1) At a fixed period after date or sight.

(2) On or at a fixed period after the occurrence of a specified event which is certain to happen, though the time of happening may be uncertain.

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CH. XVI. s. 2.

Bills of Exchange.

Bill payable

on demand.

An instrument expressed to be payable on a contingency is not a bill, and the happening of the event does not cure the defect.

date in bill

S. 12. Where a bill expressed to be payable at a fixed period Omission of after date is issued undated, or where the acceptance of a bill payable after payable at a fixed period after sight is undated, any holder may insert therein the true date of issue or acceptance, and the bill shall be payable accordingly.

date.

Provided that (1) where the holder in good faith and by mistake inserts a wrong date, and (2) in every case where a wrong date is inserted, if the bill subsequently comes into the hands of a holder in due course the bill shall not be avoided thereby, but shall operate and be payable as if the date so inserted had been the true date.

28

and post

dating.

S. 13. (1) Where a bill or an acceptance or any indorsement Ante-dating on a bill is dated, the date shall, unless the contrary be proved, be deemed to be the true date of the drawing, acceptance, or indorsement, as the case may be.

(2) A bill is not invalid by reason only that it is ante-dated or post-dated, or that it bears date on a Sunday.

C.C.

CH. XVI. s. 2.
Bills of
Exchange
(Act of 1882).

Definition and

requisites of acceptance.

Inchoate instruments.

Delivery.

S. 17.—(1) The acceptance of a bill is the signification by the drawee of his assent to the order of the drawer.

(2) An acceptance is invalid unless it complies with the following conditions, namely:

(a) It must be written on the bill and be signed by the drawee. The mere signature of the drawee without additional words is sufficient.

(b) It must not express that the drawee will perform his promise by any other means than the payment of money.

S. 20.-(1) Where a simple signature on a blank stamped paper is delivered by the signer in order that it may be converted into a bill, it operates as a primâ facie authority to fill up as a complete bill for any amount the stamp will cover, using the signature for that of the drawer, or the acceptor, or an indorser; and, in like manner, when a bill is wanting in any material particular, the person in possession of it has a primâ facie authority to fill up the omission in any way he thinks fit.

(2) In order that any such instrument when completed may be enforceable against any person who became a party thereto prior to its completion, it must be filled up within a reasonable time, and strictly in accordance with the authority given. Reasonable time for this purpose is a question of fact.

Provided that if any such instrument after completion is negotiated to a holder in due course it shall be valid and effectual for all purposes in his hands, and he may enforce it as if it had been filled up within a reasonable time and strictly in accordance with the authority given.

S. 21.—(1) Every contract on a bill, whether it be the drawer's, the acceptor's, or an indorser's, is incomplete and revocable, until delivery of the instrument in order to give effect thereto.

Provided that where an acceptance is written on a bill, and the drawee gives notice to or according to the directions of the person entitled to the bill that he has accepted it, the acceptance then becomes complete and irrevocable.

(2) As between immediate parties, and as regards a remote party other than a holder in due course, the delivery

(a) in order to be effectual must be made either by or under the authority of the party drawing, accepting, or indorsing, as the case may be:

(b) may be shown to have been conditional or for a special purpose only, and not for the purpose of transferring the property in the bill.

But if the bill be in the hands of a holder in due course a valid

delivery of the bill by all parties prior to him so as to make them CH. XVI. s. 2. liable to him is conclusively presumed.

Bills of Exchange.

(3) Where a bill is no longer in the possession of a party who has signed it as drawer, acceptor, or indorser, a valid and unconditional delivery by him is presumed until the contrary is proved.

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Capacity and Authority of Parties.

S. 22. (1) Capacity to incur liability as a party to a bill is Capacity of co-extensive with capacity to contract.

parties.

(i) In Foster v. Mackinnon (1869), L. R., 4 C. P. 704, an old man of feeble sight signing without negligence a document not believed by him to be a bill was held not liable thereon; and in Lewis v. Clay (1898), 67 L. J., Q. B. 224, a joint maker of a note, fraudulently induced by the other joint maker to sign it in the belief (without negligence) that

Provided that nothing in this section shall enable a corporation to make itself liable as drawer, acceptor, or indorser of a bill unless it is competent to it so to do under the law for the time being in force relating to corporations.

(2) Where a bill is drawn or indorsed by an infant, minor, or corporation having no capacity or power to incur liability on a bill, the drawing or indorsement entitles the holder to receive payment of the bill, and to enforce it against any other party thereto.

S. 23. No person is liable as drawer, indorser, or acceptor of a Signature essential to bill who has not signed it as such (i). Provided that liability.

(1) Where a person signs a bill in a trade or assumed name, he is liable thereon as if he had signed it in his own name :

(2) The signature of the name of a firm is equivalent to the signature by the person so signing of the names of all persons liable as partners in that firm.

unauthorised

S. 24. Subject to the provisions of this Act, where a signature on Forged or a bill is forged or placed thereon without the authority of the person signature. whose signature it purports to be, the forged or unauthorised signature is wholly inoperative, and no right to retain the bill or to give a discharge therefor or to enforce payment thereof against any party thereto can be acquired through or under that signature, unless the party against whom it is sought to retain or enforce payment of the bill is precluded from setting up the forgery or want of authority (j).

Provided that nothing in this section shall affect the ratification of an unauthorised signature not amounting to a forgery.

S. 25. A signature by procuration operates as notice that the Procuration agent has but a limited authority to sign, and the principal is only

signatures.

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[See Chaps. VII., VIII., IX.]

CH. XVI. s. 2. bound by such signature if the agent in so signing was acting within the actual limits of his authority.

Bills of Exchange (Act of 1882).

S. 26. (1) Where a person signs a bill as drawer, indorser, or acceptor, and adds words to his signature, indicating that he signs for or on behalf of a principal, or in a representative character, he is not personally liable thereon; but the mere addition to his signature of words describing him as an agent, or as filling a representative character, does not exempt him from personal liability.

(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.

Person signing as agent or in representative capacity.

Value and holder for value.

Accommodation bill or party.

Holder in due course.

The Consideration for a Bill.

S. 27.-(1) Valuable consideration for a bill may be constituted by,

(a) Any consideration sufficient to support a simple contract;
(b) An antecedent debt 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 a holder for value as regards the acceptor and all parties to the bill who became parties prior to such time.

(3) Where the holder of a bill has 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 (k).

S. 28. (1) An accommodation party to a bill is a person who has signed a bill as drawer, acceptor, or indorser, without receiving value therefor, and for the purpose of lending his name to some other person.

(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.

S. 29. (1) A holder in due course () is a holder who has taken a bill, complete and regular on the face of it, under the following conditions, namely:

(a) That he became the holder of it before it was overdue, and without notice that it had been previously dishonoured, if such was the fact:

(k) As to lien of solicitor for unpaid costs, see Redfern v. Rosenthal (1901), 85 L. T. 313.

(1) The payee of a promissory note is not a holder in due course within this

section, not being a person to whom, after its completion by and as between the immediate parties, the note has been negotiated: Lewis v. Clay (1898), 67 L. J., Q. B. 224.

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