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farming partnerships (u), for the purpose of trade: but there is no custom or usage that attornies shall be parties to negotiable instruments, nor is it necessary for the purposes of their business; hence, one of two attornies in partnership has no implied authority to bind his partner by a note in the name of the firm, though given for their debt (x). The authority implied by law, is an authority to bind the firm in the name of the partnership, and in that only: hence, where a firm consisted of J. B. and C. H., the partnership name being " J. B." only, and C. H accepted a bill in the name of "J. B. and Co.," it was held that J. B. was not bound thereby (y). If a bill of exchange is drawn upon a firm, and one of the partners accept it in his own name, this acceptance binds the partnership (2). So if A., B., and C., are in partnership, and A. draws a promissory note, by which he promises individually to pay the money, and which he signs with his own name only, but prefixing to his signature "for A., B., and C.," this binds the whole partnership (a). Where there are several partners, it is competent to either of them, by his indorsement, in the name of the firm, to pass their interest in the bill (b); and such indorsement made by one partner for the satisfaction of his separate debt cannot be questioned in an action by the indorsee against the acceptor, without showing that the indorsement was at the time unknown to or unauthorized by the other partner (c). If a creditor of one of the partners collude with him to take security for his individual debt, out of the partnership funds, knowing at the time that it is without the consent of the other partners, it is fraudulent and void; but if it be taken bonâ fide without such knowledge at the time, no subsequently acquired knowledge of the misconduct of the partner, in giving such security, can disaffirm the act.

If a bill is sent into circulation after the dissolution of a partnership, all the partners must join in the indorsement, and one by putting the partnership name thereon cannot bind the rest; for the moment the partnership ceases, the partners become distinct persons; from that time they are tenants in common of the partnership property undisposed of (d). In like manner, after a secret act of bankruptcy committed by one of two partners, the other cannot, by an indorsement in the name of the firm, transfer the property in a bill which belonged to the firm before the bankruptcy; for the partnership having ceased to exist, the solvent partner is to be considered as tenant in common with the assignees of the bankrupt partner, and the property in the bill can only be transferred by their respective indorsements (e). Where a

(u) Dickenson v. Valpy, 10 B. & C. 128. (x) Hedley v. Bainbridge, 3 Q. B. 316; 2 G. & D. 483.

(y) Kirk v. Blurton, 9 M. & W. 284; see Forbes v. Marshall, 11 Exch. 166; Maclae v. Sutherland, 3 E. & B. 1.

(z) Mason v. Rumsey, 1 Campb. 384.
(a) Lord Galway v. Matthew, 1 Campb.

403.

(b) Swan v. Steele, 7 East, 210; Vere v. Ashby, 10 B. & C. 296.

(c) Ridley v. Taylor, 13 East, 175. (d) Abel v. Sutton, 3 Esp. N. P. C. 108, Kenyon, C. J.

(e) Ramsbottom v. Lewis, 1 Campb. 279.

bill was drawn on the firm of " J. K. & Co." under which firm the defendant and his partners had traded, and it appeared that there were other partnerships carried on under the same firm, in which the other drawers were concerned, but in which the defendant had no share; the defendant having offered to show that this bill was not drawn on account of the partnership in which he was concerned, but on account of one of the others, and that he knew nothing of it, Lord Kenyon, C. J., was of opinion that the defendant was nevertheless liable: he had traded with the other persons under that firm; any persons taking bills under it, though without his knowledge, had a right to look to him for payment (ƒ).

Spiritual Person.-To assumpsit by the indorsee against the indorser of a bill of exchange, the defendant pleaded, that the bill was made and indorsed after the passing of the stat. 57 Geo. III. c. 99 (g), which restrained spiritual persons from being occupied in any trade or dealing; that the plaintiffs were a banking company, (the Northern and Central Bank of England,) of which certain spiritual persons, holding benefices, were partners; that the trade of a banker was carried on by the said partnership for the profit of those spiritual persons, as well as others, contrary to the form of the statute; it was held, on demurrer, that the trade of a banker was within the meaning of the statute, and consequently that the plea was good (h). The inconvenience likely to arise from this decision induced the legislature to interpose; and by stat. 1 & 2 Vict. c. 10, [20th Feb. 1837] certain contracts, by banking firms, were made valid, in cases of associations or corporations then formed, or which might be formed before the end of the next session of parliament, although any spiritual person might be partner. And now, by stat. 4 & 5 Vict. c. 14, after reciting that "divers associations and copartnerships, consisting of more than six members or shareholders, have been formed for the purpose of carrying on the business of banking and other trades and dealings for gain and profit, and were then engaged in carrying on the same, by means of boards of directors or managers, committees, or other officers, acting on behalf of all the members or shareholders of or persons otherwise interested in such associations or co-partnerships; and that several spiritual persons, holding dignities, canonries, benefices, stipendiary curacies, or lectureships, have been members or shareholders of or otherwise interested in divers of such associations or co-partnerships, and that it was expedient to render legal contracts entered into by such associations or co-partnerships, although the same may now be void, by reason of such spiritual persons being or having been such members or shareholders; it was enacted, that no such association or co-partnership already formed, nor any contract, either as between the members, partners or shareholders composing such asso

(f) Baker v. Charlton, Peake's N. P. C. 80. See Ashby v. Vere, 10 B. & C. 296 ; South Carolina Bank v. Case, 8 B. & C. 427. (g) This act was repealed by stat. 1 & 2

Vict. c. 106: sects. 29 and 30 of this latter act contain the prohibitions now in force against spiritual persons trading.

(h) Hall v. Franklin, 3 M. & W. 259.

ciation or co-partnership for the purpose thereof, or as between such association or co-partnership and other persons, heretofore entered into or which shall be entered into by any such association or copartnership already formed or hereafter to be formed, shall be deemed to be illegal or void, or to occasion any forfeiture whatsoever, by reason only of any such spiritual persons as aforesaid being or having been a member, partner or shareholder of or otherwise interested in the same; but all such associations and co-partnerships shall have the same validity, and all such contracts shall be enforced in the same manner to all intents and purposes, as if no such spiritual person had been or was a member, partner or shareholder of or interested in such association or co-partnership: provided always, that it shall not be lawful for any spiritual person holding any cathedral preferment, benefice, curacy or lectureship, or who shall be licensed or allowed to perform the duties of any ecclesiastical office, to act as a director or managing partner, or to carry on such trade or dealing as aforesaid in person.'

III. Of the Requisites in a Bill of Exchange:

Stamp, p. 368.

Date, p. 372.

Alteration of Bill, p. 372.

Of the Person to whom the Bill is made payable, p. 375.
Words,

66

or Order," p. 375.

Consideration, p. 376.

Gaming, p. 376.

In order to prevent any mistake in the manner of penning this instrument, (although to constitute a bill of exchange there is not any precise form required (i), ) a foreign and inland bill of exchange are subjoined in the proper form:—

Foreign Bill.

London, 1st January, 1841.

Stamp.

Exchange for 10,000 Livres Tournoises.

At two usances [or at sight," or

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pay this my first bill of exchange (second and third of the same tenor and date not paid,) to Messrs. or order, [or "bearer,"] ten thousand Livres Tournoises, value received of them, and place the same to account as per advice from

JAMES OATLAND.

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(i) Per Cur. Lord Raym. 1397.

£100

Stamp.

after sight," "at

Inland Bill.

London, 1st January, 1841.

At sight [or "on demand," "at

after date,"] pay to Mr.

days

or order [or "bearer"] one hundred pounds, for value received. SAMUEL SKINNER.

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An instrument which appears on common observation to be a bill of exchange may be treated as such, although words be introduced into it for the purpose of deception, which might make it a promissory note (k). The figures in the margin of a bill are not of the same authority as words in the body of the bill. Where, therefore, a bill of exchange was expressed in figures to be drawn for 2451., but in words for "two hundred pounds": it was held, that this was a bill for two hundred pounds, and being an ambiguitas patens, parol evidence was not admissible to show that the words "and fortyfive" had been omitted by mistake (1). With respect to these bills of exchange, the following rules must be observed:-A bill of exchange must not purport to be payable out of a particular fund, which may or may not be productive, or upon an event which may not happen; for it would perplex the commercial transactions of mankind, if paper securities were issued into the world encumbered with conditions and contingencies, and if the persons to whom they were offered in negotiation were obliged to inquire at what time these uncertain events would probably be reduced to a certainty (m). The following cases will illustrate this position:-An action was brought by payee against drawer of a written instrument in these words (n) :

"Seven weeks after the date pay A. B. £ money as soon as you receive it."

out of W. Steward's

It was objected, "that it was payable out of a supposed fund at a future time, which was uncertain, and might or might not happen." The court gave judgment for the defendant; and De Grey, C. J., said, that the instrument or writing which constituted a good bill of exchange, according to the law and custom of merchants, was not

(k) Allan v. Mawson, 4 Campb. 115; see Lloyd v. Oliver, 18 Q. B. 471.

(1) Saunderson v. Piper, 5 Bingh. N. C.

425.

(m) Jenney v. Herle, Lord Raym. 1361; Stevens v. Hill, 5 Esp. N. P. C. 247.

(n) Dawkes and another v. Lord de Loraine, 3 Wils. 207; 2 Bl. R. 782, S. C.

confined to any certain form of words, yet it must have some essential qualities, without which it was not a bill of exchange; it must carry with it a personal and certain credit given to the drawer, not confined to credit upon any thing or fund; that the payee or indorsee took it upon no particular event or contingency, except the failure of the general credit of the person drawing or negotiating the same. So where the instrument declared on was, " Pay A. B. one month after date £ on account of the freight of the Veale Galley." It was objected, that it was an order upon a particular fund, and on this ground, Lee, C. J., ruled it not to be a bill of exchange. Banbury v. Lisset, Str. 1212. So where a bill was drawn by an officer upon his agent, requesting him to pay out of his growing subsistence, it was held not to be good because the fund was uncertain (0). So a request to J. S. to pay £ out of the monies in J. S.'s hands (p), belonging to the proprietors of the Devonshire mines, was held not to be a bill of exchange, because it was uncertain whether the fund would be sufficient to pay it. So an order to pay money out of the fifth payment, when it should become due, and it should be allowed by the drawer (q). The same principle was recognized in the following case, although the instrument was held to be a good bill of exchange: J. S., on the 25th of May, 1724, drew a bill on (r) J. N., and directed him, one month after date, to pay A. B. or order £ as his quarter's half-pay, from 24th June, 1724, to 25th September following. The court were of opinion that this was a good bill of exchange, for it was not payable on a contingency nor out of a particular fund, and was made payable at all events; and was drawn upon the general credit of the drawer, not out of the half-pay; for it was payable as soon as the quarter began for the half-pay mentioned in the bill, which was not to be due till three months after: the mention of the halfpay was only by way of direction to the drawee, how he should reimburse himself.

Of the Stamp.-A bill of exchange cannot be given in evidence (s), nor is it in any manner available, unless it be duly stamped, that is, not only with a stamp of the proper value, but also with a stamp of a proper denomination, or the peculiar stamp appropriated to this species of instrument by the legislature. The enactment of stat. 31 Geo. III. c. 25, s. 19, that no bill, draft, or order, &c. shall be given in evidence, or available in law, unless the paper is lawfully stamped, is incorporated in stat. 55 Geo. III. c. 184, s. 8 (t). The 19th section of this act prohibits the re-issuing

(0) Josselyn v. Lacier, 10 Mod. 294, 316; Fort. 281, S. C.; MS. Serjt. Hill, vol. 32, p. 1. See Russell v. Powell, 14 M. & W. 418.

(p) Jenney v. Herle, B. R. (on error) from C. B. Str. 591, and more fully reported in 8 Mod. 265; Lord Raym. 1361,

and 11 Mod. 384, Leach's Edit.

(q) Haydock v. Lynch (on demurrer) to declaration, Lord Raym. 1563.

(r) Macleod v. Snee, Lord Raym. 1481; Str. 762, and 11 Mod. 400, Leach's Edit. (s) 1 B. & P. N. R. 30.

(t) Field v. Woods, 7 A. & E. 114.

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