paper by will specifically to another. Hence, the executor must indorse it to pass title, if it is payable to order, to give the legatee the right to sue upon or to transfer it.1 This rule finds frequent expression in cases of paper payable or indorsed to a partnership. The legal title being in the partnership, nothing short of an act by the firm Cases of can be indorsement. It makes no difference to partnership. whom the paper is to be passed; one of the partners, acting merely in his own right, could not indorse the paper even to his sole co-partner. Of course the partner might indorse the paper over as the act of the partnership; and it would perhaps make no difference that he did it in his own name, if the act were the act of the firm. Nor would the act be ineffective because the instrument was indorsed by the firm over to one of the partners. Such indorsee could not, indeed, maintain an action upon the paper against the partnership; but his right of action would be perfect against other parties.* 3 Upon the death of a member of the partnership, the survivors may indorse, in the name of the partnership, paper payable or indorsed to the firm. The survivors acquired by survivorship full and complete title to such paper for the purpose of settling the affairs of the now dissolved partnership, and hence, for indorsing over the paper; the proceeds going to the benefit of the estate of the deceased partner to the extent of his interest." A different rule prevails, it seems, in those cases in which indorsement of the firm paper is not necessary to pass title; that is, where the paper is payable to bearer, or is already indorsed in blank. In such a case it does not follow that because, by the articles of partnership or agreement between the part1 Crist v. Crist, 1 Cart. (Ind.) 570. See also Hersey v. Elliot, 67 Maine, 526. The executor or administrator will indorse without recourse.' Bailey, 13 La. An. 457. 2 Estabrook v. Smith, 6 Gray, 570; Robb v. ↑ So a note made by a partnership payable to the order of one of the partners may be indorsed over by the payee so as to give a good title to his indorsee. Thayer v. Buffum, 11 Met. 398. 5 Story, Promissory Notes, § 125; Crawshay v. Collins, 15 Ves. 218, 226; Jones v. Thorn, 2 Mart. N. s. 463. See note to Gilmore v. Ham, 40 Am. St. Rep. 561-576; 1 Daniel, Neg. Inst. 370 et seq. ners, partnership paper is to be passed only by the partnership, the partnership indorsement is necessary towards third persons, in order to pass the legal title. No indorsement by a member of the partnership in his own personal right would pass title in favor of a person having notice of the wrongful act; but the instrument itself might not carry notice, and one who purchased for value and without notice would acquire a perfect title.' And upon the death of one of the partners, it would not be necessary, it seems, for the survivors to indorse such paper over as surviving partners.2 There is much doubt whether the same rule would apply concerning such cases of indorsement where the firm has been dissolved, not by death, but by the act of the parties, or by the law. There are authorities which deny the power of one of the partners to indorse the paper over in such a case, even though that partner have authority to settle up the partnership business.* Perhaps this is the better doctrine. The contrary would be true, however, if the indorsee had no notice of the dissolution, or if the paper was payable or indorsed to the particular partner (for the partnership) who after dissolution. indorsed it." 5 If the instrument is payable either on its face or by indorsement to two or more persons not partners, all must indorse it, to pass the title, unless one has authority to indorse for all." In the latter case the indorsement ought in principle to be in the name of all. A bill, note, or cheque payable to the order of one who is named on the instrument as agent for another is payable by the custom, prima facie, to his principal's order; and no indorsement by the agent is needed to give Indorsement by agent. 1 That is because no indorsement is necessary, in the case put, to pass the title. Whether indorsement is by the firm or not is immaterial, in such a case. 2 Attwood v. Rattenbury, 6 J. B. Moore, 579. 3 Sanford v. Nickles, 4 Johns. 224; Woodson v. Wood, 84 Va. 478. ↑ Abel v. Sutton, 3 Esp. 108; Humphries v. Chastain, 5 Ga. 166; Foltz v. Pourie, 2 Desaus. Eq. 40. Cony v. Wheelock, 33 Maine, 366. 6 Temple v. Seaver, 11 Cush. 314. 7 N. I. L. § 48. the principal or any subsequent holder a perfect title. So if the instrument is payable or indorsed to the order of a cashier or other fiscal officer of a bank, it is by the custom payable to the order of the bank itself, and may be indorsed accordingly. For example: A promissory note is payable to the order of 'A, Cashier' of a bank. The note is payable to the order of the bank, and the cashier's indorsement is not necessary to pass the title.' The rule has been extended by the Statute to instruments payable or indorsed to the order of any corporation. agent may still indorse for his principal." § 3. PARTIAL INDORSEMENT. But such Again there can be no transfer, according to the law merchant, that is with all the consequences of that law, by indorsement which passes less than the entire title to the paper, where indorsement is necessary to pass title. For example: A makes a promissory note for $500, payable to the order of B. B writes thereon Pay $400 of this note to C or order,' and signs the direction. C cannot maintain an action against A on the note even to recover $400. Nor could C sue B on his 'indorsement.' 75 Part interest in the paper could no doubt be transferred, because alienation is an incident of property; but the transfer would be in virtue of the common law, and the Partial indorserights of the parties in respect of the transaction ment. would be rights of the common law, not of the law merchant. The law merchant knows nothing of such transactions. Sev 6 1 First National Bank v. Hall, 44 N. Y. 395; Lookout Bank v. Aull, 93 Tenn. 645. 2 N. I. L. § 49; When an instrument is drawn or indorsed to a person as cashier or other fiscal officer of a bank or corporation, it is deemed prima facie to be payable to the bank or corporation of which he is such officer, and may be negotiated by either the indorsement of the bank or corporation or the indorsement of the officer.' See Falk v. Moebs, 127 U. S. 597. But as to this case see Hately v. Pike, 162 Ill. 241, 245. 3 N. I. L. § 39. 4 Lindsay v. Price, 33 Texas, 282. 5 Douglass v. Wilkeson, 6 Wend. 637. 6 But see Citizens' Bank v. Walton, 31 S. E. Rep. (Va.) 890, and qu. There may, as we have seen, be acceptance for part of a bill of exchange. And there eral joint indorsers might however, in indorsing the entire interest, designate between themselves, on the instrument, their particular shares of the burden, for the act would not necessarily cut down the right of the indorsee. And perhaps an accommodation indorser might indorse for part of the sum, since such an indorser is not owner of the instrument and his indorsement therefore is not necessary to pass title. Indorsement should be according to law merchant. § 4. MODES OF INDORSEMent. chant. Indorsement is a technical act by the law merchant, and can be effected only in certain ways. In the first place the act, as the definition states, must be in writing; in the second place it must be according to the law merThe first of these rules, as well as the second, is a requirement of the law merchant, not originally of any statute. In regard to the second, the act is according to the law merchant, as declared in the Statute, when the indorsement is special or in blank, or when it is restrictive, qualified, or conditional.1 Special indorsement. Indorsement is special, according to the Statute, when it specifies the person to whom or to whose order the sum named is payable; it is in blank when it does not.2 The distinction between these two in substance, as has already been seen, is that, after special indorsement, indorsement by the person named thereby is necessary to pass the title to the instrument; while after indorsement in blank further indorsement is unnecessary, the instrument passing by delivery. The holder has the right to convert a blank indorsement into a special one by writing over the signature of the indorser in blank a proper direction for payment to himself or to himself or order.* is some semblance of authority for the opinion that, before acceptance, there may be an indorsement as to part of the sum named. See Pownal v. Ferrand, 6 Barn. & C. 439; Beawes, pl. 286. But the better view is contra. Chitty, Bills, 235, note. See also the remark of Parke, B., on the argument in Oridge . Sherborne, 11 Mees. & W. 374. 1 N. I. L. § 40. 2 Id. § 41. 8 Id. 4 Id. § 42. Indorsement is restrictive, according to the Statute, (1) when it prohibits the further negotiation of the instrument, as where it reads 'Pay to A only,' (2) when it constitutes Restrictive the indorsee agent of the indorser, as where it indorsement. reads For collection,' or (3) when it vests the title in the indorsee in trust for or to the use of another.1 The restrictive indorsee has the right to receive payment of the instrument, to bring any action upon it which the indorser could bring, and to transfer his rights as such indorsee consistently with the instrument.2 Indorsement, by the Statute, is qualified when it constitutes. the indorser a mere assignor of the instrument, as where he adds to or writes before his signature the words 'without recourse.' The negotiable character of the instrument is not affected by such an indorsement.* 8 Indorsement is conditional, within the meaning of the Statute as it seems, whenever it is accompanied by written words of lawful condition other than those imported of Conditional indorsement by the law merchant. Conditional indorsement. indorsement, in other words, makes or may make a double condition or set of conditions, to wit, those of the law merchant (if these are not affected by the indorsement), and the special added condition. Such indorsement does not affect the negotiable properties of the instrument itself; it affects simply the rights and liabilities of the conditional indorser, according to the tenor of the condition, whether relating to title or to liability." 1 N. I. L. § 43. 2 Id. § 44. Subsequent indorsees acquire only the title of the first indorsee under the restrictive indorsement. Id. If the instrument in origin is negotiable, it continues so until restrictively indorsed or discharged. Id. $ 54. 8 Corbett v. Fetzer, 47 Neb. 269. Where the words follow the signature and then there is another indorsement, it may be shown by evidence to which indorsement the words belong. Id. It matters not that the holder thought that they belonged to the second indorsement if they did not. Id. 4 N. I. L. § 45. Tappan v. Ely, 15 Wend. 362. • The holder can strike out or disregard the conditional indorsement where |