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Sec. 25. might be remitted to them, and to dispose of them in a particular way;

Held, that the last mentioned letter did not authorize L. to indorse the bill in question, inasmuch as that bill never became the property of H. G. & Co., the condition upon which it was sent to them not being capable of fulfilment: Fearn v. Filicia, 8 Scott, N. R. 241.

It was proved that one D. was clerk or agent for the defendant keeping a store at L., and that defendant had sanctioned his purchasing certain goods ;-Held, that these circumstances gave no implied authority to D. to sign the defendant's name to negotiable paper, and that the jury were warranted in finding that the defendant had given D. no authority to purchase goods of the plaintiff: Heathfield v. Van Allen, 7 U.C. Q. B. 346.

Where a bill of exchange was accepted thus: “The Richardson Gold Mining Company, per James Glass, secretary ;--Held that the secretary was not personally liable : Robertson v. Glass, 20 U. C. C. P. 250.

A bill payable to order and addressed to a tramway company which had no power to accept bills, was accepted "for and on behalf of the company.” by two directors and the secretary. The bill was indorsed to a holder for value, and it was held that the directors and secretary were personally liable, as by their acceptance they represented they had authority to accept on behalf of the company, which was a false representation of a matter of fact : West London Commercial Bank v. Kitson, 12

Q. B. D. 157 ; 13 Q. B. D. 360. Person sign 26. Where a person signs a bill as drawer, indorser or ing as agent or in repre acceptor, and adds words to his signature indicating that thapathi 26 he signs for or on behalf of a principal, 1 or in a representInd. Act,8.29. ative character, 2 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 :3 Construction

2. In determining whether a signature on a bill is that favorable to the wahdity of the principal or that of the agent by whose hand it is

written, the construction most favorable to the validity of the instrument shall be adopted. 4

1 The words added to the signature of the agent, whether clerk, bookkeeper, cashier, secretary, director, or other officer of a firm, or commer. cial company, must clearly indicate that the instrument signed is intended to be binding on the principal, or on the company, and not on him as such agent, or officer, so as to bring him within the protection from personal liability here intended. The mere addition of the word "agent”,

“director,” or other official title, to the signature, will not exempt him from such liability. The proper inode therefore for an agent to draw, indorse, or accept bills, or make or indorse notes, so as to avoid personal responsibility, is by indicating that he acts as agent, and by adding the words,

sans recours," or without recourse to me as agent, director, or officer.” The disqualifications as to the capacity of persons to make


contracts on their own account, do not apply to agents ; for an agent is Sec. 26.
considered a mere instrument for another. Therefore infants, married
women, aliens, or other persons labouring under legal disabilities, may
be agents for the purposes above specified. No particular form of ap-
pointment is necessary to enable an agent, director, or officer, to draw,
accept or indorse bill or notes, so as to charge his principal, or company,
so long as the authority to do so is clearly conveyed. The authority may
be verbal, or be conveyed by a special form of appointment, or it may be
derived from some general or implied grant or power. Subsequent ratifica-
tion of the agent's or officer's acts is equivalent to a previous authority,
provided the agent or officer when he acted, assumed to act as such agent
or officer. General authority to collect debts, does not give the power to
accept bills, or make notes, or indorse either. And special authority to
accept, make or indorse must be clearly given, for such authority is
generally construed strictly. Much will depend upon the construction
given to the words used in the appointment of the agent or officer ; and
where special objects and business are enumerated, subsequent general
words will generally be restrained so as not to go beyond the special
powers conveyed. As the responsibilities of an agent of a firm, or officer
of a company, are commensurate with the extent of his delegated author-
ity, it may be useful to summarize some of the general duties of an agent
in the business of his principal: The agent should be careful,--

1. To perform with care the duties he has undertakery.
2. To do all acts the name of his principal.
3. To act in person, unless authorized to delegate his duties to another.

4. To keep faithfully within the terms of the authority given him, and to obey his principal's instructions.

5. In the absence of specific instructions in any special matter, to conform to usage or recognized modes of dealing in the special business.

6. To act in good faith during his agency.
7. To use reasonable skill and ordinary diligence.

8. To make a full disclosure to his principal where he has an adverse interest.

9. Not to allow his private interest to control his duty to his principal.

10. To keep the goods, accounts, and moneys, of his principal separate from his own.

11. To render full and confidential reports of his dealings, and full accounts of his receipts and disbursements as agent, to his principal.

12. To act in all matters connected with the business of his principal, as he would expect his agent to act, if he had such an agent.

ILLUSTRATIONS. A firm acting as agents for another, purchased a load of coal, without stating that they were agents, and sent in payment a draft drawn by themselves on their principals, adding the word “Agents” to their own signature ;--Held, that they were personally liable as drawees ; Reid v. McChesney, 8 U. C. C. P. 50.

Sec. 26.

If an agent for A. draws a bill upon B. in favor of C. though he directs B. to place the amount to A.'s debit, the agent will be personally liable to C. if this bill is not paid, though C. knew he was only agent for A., unless he uses proper words to prevent such liability: Leadbitter v. Farrow, 5 M. & S. 345.

A. & Co., by A. junr.,prima facie imports that A. signs the note for, and not as one of, the firm : Dowling v. Eastwood, 3 U. Č. Q. B. 376.

A defendant's indorsement made by his wife, though in her own name, but afterwards recognized by defendant, would make him liable to an action on the bill : Ross v. Codd, 7 U. C. Q. B. 64.

Bills were drawn by a house in London on a house in Lisbon, payable thirty days after sight, and indorsed to A. in London. A. indorsed them, without any qualification to B. at Paris ; B. without presenting them for acceptance, put them in circulation, and on being presented at Lisbon for acceptance, they were dishonored. In an action by B. against A. Held, that A. was bound by his unqualified indorsement, and could not offer evidence to show that he was acting merely as B.'s agent : Goupy v. Harden, 7 Taunt. 159.

The plaintiff supplied the defendant with goods ordered through M., the plaintiff's traveller, and the defendant by way of payment accepted a bill drawn by M. upon the defendant, and made payable to his order. M, absconded, having cashed the bill, and its value did not reach the plaintiff, who then sued the defendant for the price of the goods. It was proved that M. had on a prior occasion, taken payment by a bill drawn in blank and accepted by the defendant, which the plaintiff had afterwards filled up and cashed, and also that the plaintiff had written a letter to M. which was shown to the defendant, in which he intimated a wish to draw upon him for an amount due ;-Held, that neither the previous dealing nor the letter of the plaintiff to M. was evidence of an authority to M. to draw a bill in his own favour: Hogarth v. Wherley, L. R. 10 C. P. 630.

The treasurer of a Railway and Canal company accepted a bill drawn upon him as such treasurer, thus-—“ Accepted, W. A. G. Treas. W. I. R. W. & C. Co.," adding the company's seal:-Held, that he was personally liable : Foster v. Geddes, 14 U, C. Q, B. 239.

A bill drawn by one defendant as secretary, on, and accepted by the other defendant as president of, a railway company, did not come within the provisions of the company's charter authorizing the drawing of bills to he accepted by the president and countersigned by the secretary; and both were held personally responsible : Bank of Montreal v. Smart, 10 U. C. C. P. 15.

In an action against an acceptor on the following bill of exchange : “$800.-- Montreal, Feb. 19, 1569.-Two months after date, pay to the order of myself, at the Jaques Cartier Bank in Montreal, eight hundred dollars, value received, and charge the same to account of E. E. G.," and addressed to the Secretary, Richardson Gold Mining Company, Belleville, Ontario, was accepted thus—“The Richardson Gold Mining Co., per James Glass, Secretary :"-Held, not to be the acceptance of the secretary, and that he was not personally liable : Robertson v. Glass, 20 U. C. C. P. 250.

A director of a company signed by himself and other directors a note, as follows: “We, the directors of the Royal Bank of Australia, for ourselves and other shareholders of the company, jointly and severally promise to pay G. H. W. or bearer, on the 19th of February, 1850, at the Sec. 26.


Union Bank of London, £200, for value received on account of the company ;"—Held, that he was personally liable : Penkivil v. Connell, 5 Ex. 381.

A bill was directed to the joint managers of an Insurance Association, was accepted thus : “ Accepted, J. J., W. S. as joint managers of the Royal Mutual Marine Association;" —Held, that they were personally liable, and that the introduction of the word “ ” before the words “joint managers, ” made no difference with respect to such liability : Jones v. Jackson, 22 L. T. Rep. 828.

A. directed a bill to a company of limited liability by its name without the addition of the word “ Limited,” which was accepted by the secretary as follows: “Accepted, payable to Messrs. B. & Co., J. M. secretary to the company;"—Held, that the secretary was personally liable by reason of the omission of the word “limited” in the name of the company as required by the Act: Penrose v. Martyr, E. B. & E. 499. A note signed by four persons, describing themselves as

6. directors of the Financial Insurance Company, (limited)” and countersigned by C. G. G. Manager," in these words, “three months after date we promise to pay the English Joint Stock Bank, (Limited) or order £1,000, value received,” was held binding on the persons who signed it: Courtauld v. Sanders, 16 L. T. Rep. 562.

The president of a company which was authorized to borrow money and make notes, acting upon a resolution of the directors, signed the note in question, but it appeared that the directors had not been appointed as required by the Act ;-Held that the resolution sufficiently complied with the Act; and that, as the statute empowered the directors to authorize the president to sign notes, and the plaintiff had accepted such notes in good faith, and the proceeds of which were applied for the purposes of the company, it might be presumed that the proper authority had been given : Currier v. Ottawa Gas Co., 18 U. C. C. P. 202.

The charter of a company provided that all evidences of debt of the company should be issued and signed by the President and Treasurer. Upon a note signed by such officers with the addition of their official titles, and to which the seal of the company was affixed :-Held, that the officers were not personally liable : City Bank v. Cheney, 15 U. C. Q. B. 400.

A note written thus : “The President and Directors of the Woodstock Glass Co.,” promise to pay, &c., and signed by the President ;-Held, binding on the company, although its real name was the “Woodstock Glass Company :" Mott v. Hicks, 1 Cow. (N. Y.) 513.

An instrument issued by an insurance company in this form : “To the cashier, Thirty days after date, credit Mrs. A. or order with £31) 9s. 6d., claims per Susan King, in cash, on account of this corporation,” and signed by two of the directors of the company, is binding on the company as a note, notwithstanding it may not have been drawn strictly pursuant to the provisions of the deed of settlement, so as to be binding upon the shareholders : Allen v. Sea Fire and Life Assurance Co., 9 C. B. 574.

The following instrument was signed by two directors of an insurance company, and sealed with the seal of the company: “ Three months after date, we, two of the directors of the Ark Life Insurance Society, by and on behalf of the Society, promise to to Mr. May, or order, £67 15s. 6d. value received." There was no counter signature by the secretary of the company ;-Held, a note binding on the company, and not on the parties who signed it : Aggs v. Nicholson, 1 H. & N. 165.

Sec. 26.

A note was signed by three directors and the secretary of a company incorporated with limited liability, in the following form :

• Three months after date we jointly promise to pay S. or order £600 for value received in stock, on account of the L. and B. Hardware Company, limited ;”—Held, that they were not personally liable upon the note : Lindus v. Melrose, 3 H. & N. 177.

See also the cases cited in notes to ss. 17 and 23.



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2 As to trustees, guardians, executors, and administrators, and other persons acting'en autre droit, they are, by our law, generally held personally liable on bills and notes, because they have no authority ex directo, to bind the persons for whom, or for whose benefit, or for whose estate, they act; and hence to give any validity to the bill or note, they must be deemed personally bound as drawers or makers. It is true they may exempt themselves from personal responsibility by using clear and explicit words to show that intention, but in the absence of such words the law will hold them bound. Thus if an executor or administrator should draw or indorse a note, or accept or indorse a bill in his own name adding thereto the words as executor,” or as administrator,” or as trustee,” he would be personally responsible for the amount of the bill or note. If he means to limit his responsibility he should confine his stipulation to pay out of the estate : Story on Bills, s. 74. But a person so signing a bill or note, will not give the holder the right to charge the estate, or to have the trust estate administered so as to rank as a creditor ; for the assets of a deceased person ar not liable for debts incurred by an executor or administrator in continuing the trade or business of the deceased : Lovell v. Gibson, 19 Grant 280. But if the testator directs his property to be used by his executors in carrying on his trade, persons who become trade creditors of the executors have no claim on the general assets of the estate, but only on so much of it as was employed in such trade at the time of the testator's death : McNeillie v. Acton, 4 DeG. M. & G. 744, s. p. Smith v. Smith, 13 Grant 81. And such trade creditors who rely on the credit of the testator's estate should look to the will, to ascertain the extent to which the testator has authorized his assets to be embarked in trade : Cutbush v. Cutbush, 1 Beav. 184. But a provision in a trust deed indemnifying the trustees out of the estate for the expenses of the trust, does not give the creditors of such trustees in respect of such expenses, a right to claim as creditors against the trust estate or its funds : Worrall v. Halford, 8 Ves. 4.

ILLUSTRATIONS. The defendants as executors purchased goods of the plaintiffs, and gave notes : “We, as executrix and executors of the late B. P., promise,” &c., signed by defendants, “executrix and executors of B. P., deceased ” ; Held, that they were personally responsible : Kerr v. Parsons, 11 U. C. C. P. 513. See also Gore Bank v. Crooks, 26 U. C. Q. B. 251.

Executors carried on the testator's business after his death, and in the ordinary course of such business accepted a bill, describing themselves in it as executors of their testator ;-Held, that neither these circumstances


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