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A bill of exchange drawn generally may now be accepted in three ways; either generally, or payable at a particular banker's, or at a particular banker's and not elsewhere. If the drawee accept generally, he undertakes to pay the bill at maturity when presented to him. If he accept payable at a banker's, he undertakes to pay the bill at maturity, when presented, either to himself or at the banker's. If he accept payable at à banker's and not elsewhere, he contracts to pay the bill at maturity, provided it is presented at the banker's, but not otherwise. Halstead v. Skelton, 5 Q. B. 93.
Acceptance, how proved. The acceptance, where traversed, is proved by evidence of the acceptor's handwriting, and the production of the bill, with such proof, is primâ facie evidence of acceptance before action brought, as the presumption is that it was accepted within a reasonable time after date, according to the regular course of business, and before maturity. Roberts v. Bethell, 12 C. B. 778; 22 L. J., C. P. 69. What is such reasonable time depends on the places of residence of the parties, &c. Per cur., Id. If several, not partners, are acceptors, the handwriting of all must be proved. Gray v. Palmers, 1 Esp. 135.
Acceptance by partners.] By sect. 23 (2), ante, p. 347, “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." If one of several partners accept a bill drawn on the firm, it is sufficient to prove the partnership, and his handwriting, in an action against all; Mason v. Rumsey, 1 Camp. 38+; and, where a bill was directed to "E. M. and others, trustees of,” &c., and was “accepted, E. M.,” it was held that, on proving that E. M. accepted by authority of the other trustees, plaintiff could recover on the bill against the others, as well as against E. M., though E. M. alone signed, and did not expressly sign on behalf of the rest. Jenkins v. Morris, 16 M. & W. 877. But, the name of the firm must appear on the face of the instrument, and an action cannot be maintained thereon against the firm, when one partner signed his own name only, although the proceeds were in reality applied to partnership purposes; Sifikin v. Walker, 2 Camp. 308; Emly v. Lye, 15 East, 7; Nicholson v. Ricketts, 2 E. & E. 497 ; 29 L. J., Q. B. 55; for no person whose name, or the name of whose firm, does not appear on the bill can be liable on it; Emly v. Lye, supra; Beckham v. Drake, 9 M. & W. 79, 92, 96; Miles' Claim, L. R., 9 Ch. 635; and see sect. 23, ante, p. 347. It was, indeed, held in Mason v. Rumsey, supra, that where a bill was directed to a firm, an acceptance by one partner in his own name was sufficient; but, this decision is not in accordance with the later decisions cited above, and the reason given by Ld. Ellenborough that "it would have been enough if the word · accepted' had been written on the bill,” is now removed by sect. 17 (2)(a), ante, p. 351. Where a bill is accepted by a partner in a firm in a name common to himself and the firm, and he carries on no business separate from the firm, there is a presumption that the bill is accepted for and binds the firm. Yorkshire Banking Co. v. Beatson, 5 0. P. D. 109, 121, C. A. This presumption may, however, be rebutted by evidence that the bill was accepted as that of the partner for his own private purposes, and not as those of the firm. S. C.
It is a good defence that the plaintiff had notice that the firm would not be bound by such an acceptance; Gall way, Ld. v. Mathew, 10 East, 264; Jones v. Corbett, 2 Q. B. 828 ; Grout v. Enthoven, 1 sch, 838 ; or, that the bill was not accepted for partnership purposes, and that there was covin between the partner who accepted and the plaintiff. Shirreff v. Wilks, 1 Eaet, 48. Although it was formerly held that, in the absence of fraud or collusion, a party who had received a bill given by one or several
partners in the name of the firm for his separate debt, might sue the partnership on such bill; Swan v. Steele, 7 East, 210; Ridley v. Taylor, 13 East, 175; Lloyd v. Ashby, 2 B. & Ad. 23; it is now established that the unexplained fact that a partnership security has been received from one of the partners in discharge of a separate claim against himself is a badge of fraud, or of such palpable negligence as amounts to fraud, which it is incumbent on the party who takes the security to remove, by showing either that the party from whom he received it acted with the authority of the rest of his partners, or that he himself had good reason to believe so. Leverson v. Lane, 13 C. B., N. S. 278; 32 L. J., C. P. 10; Ex parte Darlington Joint Stock Banking Co., 34 L. J., Bky. 10; Arden v. Sharp, 2 Esp. 524; Green v. Deakin, 2 Stark. 347; see also Heilbut v. Nevill, L. R., 4 C. P. 354 ; Ex. Ch., L. R., 5 C. P. 478, cited post, Part III., sub tit. Actions by trustees of bankrupts-Fraudulent conveyance. This defence was formerly raised by a traverse of the acceptance. Hogg v. Skeen, 18 C. B., N. S. 426; 34 L. J., C. P. 153, explaining Musgrave v. Drake, 5 Q. B. 185. But under Rules, 1883, 0. xix. r. 15, ante, p. 301, it would seem it ought to be specially pleaded.
Where one partner has subscribed in a style slightly differing from the real name of the firm, it is a question for the jury whether he had authority from the firm to do so; or whether he must be taken to have issued the bill on his own account. Faith v. Richmond, 11 Ad. & E. 339. And, it seems, that no partner has any implied authority to bind in any but the true style of the firm. Kirk v. Blurton, 9 M. & W. 284. Where a bill was accepted by one of two partners, “ J. B. & Co.,” the true style being “ J. B.," the firm was held, as matter of law, not bound. S. C. The correctness of the application of the law in this case has, however, been doubted, on the ground that it was a question for the jury whether “ J. B." and " J. B. & Co.” did not mean the same thing. Stephens v. Reynolds, 5 H. & N. 513; 29 L. J., Ex. 278, per Martin, B. See also Maclae v. Sutherland, 3 E. & B. 36; 23 L. J., Q. B. 242, per cur. And, one of two partners may perhaps, under the general authority conferred by the partnership, bind the other by signing the true names of both, instead of the fictitious name of the firm. Norton v. Seymour, 3 C. B. 792, 794, per Maule, J. As to the liability of partner on an acceptance in blank by his co-partner, see Hogarth v. Latham, 3 Q. B. D. 643, C. A., and cases there cited.
The implied power of one partner to bind the others by his acceptance, &c., of bills does not extend to partnerships other than for trading purposes, such as solicitors; Hedley v. Bainbridge, 3 Q. B. 316; see Forster v. Mackreth, L. R., 2 Ex. 163; cited post, p. 396; or, brokers; Yates v. Dalton, 28 L. J., Ex. 69. So, there is no implied authority in a director of a joint-stock company, not being a trading partnership, to accept bills on the part of the directors of the company. Bramah v. Roberts, 3 N. C. 963. Nor, is there any implied authority to the directors of a mining company to bind the shareholders by making notes or accepting bills. Dickinson v. Valpy, 10 B. & C. 128. But, if it be shown to be necessary from the very nature of the company, or usual in similar companies, to draw and accept bills, it would be reasonable that the directors should have such powers, and the law would imply it. Per Bosanquet, J., Ibid.
After a partnership is proved, the admission of one partner that he accepted the bill in the name of the firm will be proof of the acceptance as against all. Hodenpyl v. Vingerhoed, per Abbott, C. J., MSS. ; Chitty on Bills, 627, 9th ed. ; see ante, p. 71.
A railway company incorporated in the usual manner, cannot draw, accept or indorse bills. Bateman v. Mid Wales Ry. Co., L. R., 1 C. P. 499. Nor, has a company incorporated under the Companies Act, 1862, this power, unless it is, at any rate impliedly, given by ihe memorandum and articles of association. Peruvian Ry. Co. v. Thames and Mersey Marine Insurance Co., L. R., 2 Ch. 617. But, where a company has the power, and represent that they have exercised it, they cannot afterwards set up an informality in the execution of the power. Ex pte. Overend, Gurney & Co., L. R., 4 Ch. 460. As to the liability of directors, who accept a bill for a company, which cannot accept bills, vide post, p. 475.
The power of registered companies to make or accept notes and bills is regulated by statute. See post, Part III., Actions by and against companies.
Acceptance by agent.] By sect. 26, ante, p. 348, an agent will be personally liable to third persons by drawing, indorsing, or accepting in his own name, unless he unequivocally show on the face of the writing that he signs only in a ministerial capacity. Thus, a bill was drawn, “ Pay to J. S. or order 2001., value received, and place same to account of Y. B. Co., as per advice from C. M. to H. B.” (the defendant), cashier of the Y. B. Co.," and the defendant wrote, “ Accepted per H. B.;” it was held that defendant was personally liable, although he accepted by direction of the company. Thomas v. Bishop, 2 Str. 855. So, where an agent to a country branch of a London bank, to whom the plaintiff sent a sum of money in order to procure a bill upon London, drew in his own name a bill for the amount upon the firm in London, he was held liable, although the plaintiff knew he was agent only. Leadbitter v. Farrow, 5 M. & Š. 345. See also the cases cited, Promissory notes, post, pp. 401, 402. Where a bill was directed to the A. C. Mining Co.," and was accepted in his own name, “ for the A. C. Mining Co.," by one of the managing partners who had no authority to sign for the rest, it was held that on proof of his being partner in the adventure he was liable on the acceptance. Owen v. Van Uster, 10 C. B. 318; 20 L. J., C. P. 61. So, where a bill was directed to “ J. D., purser of W. D. Mining Co.,” being an unincorporated company, and the acceptance was “J. D., per pro. W. D. Mining Co.," held that J. D. was personally liable, being himself a shareholder, and not authorized to bind the rest; and this, although at the time of acceptance he notified to the plaintiffs, the drawers, his intention not to be personally bound. Nicholls v. Diamond, 9 Exch. 154; 23 L. J., Ex. 1. And, where a bill directed to a person who was only purser and not an adventurer, purported to be in payment for goods supplied to the company, and the drawee accepted it " for the company, W. C., purser," he was held liable ; for the bill was not directed to the company, and therefore could not be accepted by, or by procuration for them, and the acceptance “ for the company” was not inconsistent with an intention on the part of the defendant to bind himself; and, being at almost only ambiguous, must be taken to be operative against him. Mare v. Charles, 5 E. & B. 978; 25 L. J., Q. B. 119. Semble, if the acceptance had been “per procuration," it would have been inoperative. S. C.
If the acceptance be by an agent, his authority and handwriting must be proved. An admission by defendant of his liability on another bill, accepted by the same agent, is confirmatory evidence, after other proof, of a general authority. Llewellyn v. Winckworth, 13 M. & W. 598." But semb., it would not be evidence per se. S. C. As to signature by procuration, see sect. 25, ante, p. 347 If an agent, as apparent principal, carry on a business for another, to which business the drawing or accepting bills is incidental, the principal cannot, by secret instructions to his agent, divest the latter of the power of drawing and accepting bills. Edmunds v. Bushell, L. R., 1 Q. B. 97. Proof that the defendant's wife conducted his busines and had applied the proceeds of the bill in payment of debts incurred in the business, and absence of any proof by whom the defendant's name was written as acceptor, is no evidence that the defendant had sanctioned the acceptance. Goldstone v. Tovey, 6 N. C. 98. Proof of an acceptance by the wife, in her own name, of a bill drawn on her husband, and that he, after looking at it, promised to pay, saying he knew all about it, is evidence that he authorized this mode of acceptance, and he is bound by it. Lindus v. Bradwell, 5 C. B. 583. The manager of a co-partnership has not, as such manager, authority to sign the name of the firm. Beveridge v. Beveridge, L. R., 2 H. L. Sc. 183. See also post, pp. 360 et seq., sub tit., Indorsement, how proved.
Proof of acceptance by admission.] By sect. 21 (1), ante, p. 343, where an acceptance is written on a bill notice by the drawee to the person entitled thereto, that he has accepted it, makes the acceptance complete and irrevocable. By sect. 24, ante, p. 347, subject to the provisions of the Act, a forged or unauthorised signature is wholly inoperative unless the party against whom it is sought to enforce payment of the bill is precluded (see sect. 54_(2), ante, p. 352) from setting up the forgery or want of authority. But this is not to“ affect the ratification of an unauthorised signature not amounting to a forgery.” It seems, therefore, that a forged acceptance cannot be ratified, except, perhaps, in a case falling within sect. 21 (1). See Brook v. Hook, L. R., 6 Ex. 89. The defendant paid a bill of exchange (of which the plaintiff was holder) on which his acceptance had been forged. In an action against him on another bill similarly accepted, the jury found that the signature was not made by the defendant's authority, nor had he adopted it; that the defendant did not know that the plaintiff was the holder of the former bill, nor did he lead the plaintiff to believe that the acceptance was his. It was held that the payment by him of the former bill did not estop the defendant from denying the authority to accept. Morris v. Bethell, L. R., 5 C. P. 47. See also M-Kenzie v. British Linen Co., 6 App. Ca. 82, D. P.
Where in an action against the acceptor of a bill, his attorney gave a notice to produce all papers relating to the bill, describing it, and adding, “and which said bill was accepted by the said defendant,” the notice was held to be primâ facie evidence of the acceptance. Holt v. Squire, Ry. & M. 282.
Proof of identity of acceptor.] Vide ante, pp. 124, 134.
Acceptance before drawing.] As to acceptance of a bill before it is filled in, see sect. 20, ante, p. 342. The Statute of Limitations is no defence to an action by a holder in due course; vide sect. 29, ante, p. 343; though the drawer issued the bill improperly after a lapse of twelve years. Montague v. Perkins, 22 L. J., C. P. 187. And even although a smaller sum is expressed in figures on the margin of the bill, yet if these be altered and the blank filled in to the full amount covered by the stamp, the acceptor is liable to that amount to a holder in due course. Garrard v. Lewis, 10 Q. B. D. 30.
Where an acceptance has been given for valuable consideration with the drawer's name alone in blank, the latter can be added after the death of the acceptor. Carter v. White, 20 Ch. D. 225; 25 Ch. D. 666, C. A.
And it is immaterial that the names of the drawer and indorsee are forgeries or fictitious. L. & S. W. Bank v. Wentworth, 5 Ex. D. 96.
But where A. merely writes a blank acceptance, he will not be liable thereon even at the suit of a bonâ fide holder for value, unless A. issued the acceptance, intending it to be filled up so as to become a complete bill. Baxendale v. Bennett, 3 Q. B. D. 525, 0. A.
It is a material alteration, which avoids the bill, at any rate as between the immediate parties, to insert words before the acceptance making the bill payable at a particular place. Hanbury v. Lovett
, 18 L. T., N. S. 366, E. T. 1868, Ex. And it seems that where the holder of a bill, accepted in blank, has taken it from the drawer with knowledge of it having been so accepted, he will have no better title than the drawer had. Hatch v. Searles, 2 Sm. & Giff. 147; aff. by L.JJ., 24 L. J., Ch. 22. See further as to acceptance in blank, Hogarth v. Latham, 3 Q. B. D. 643, C. A.
Presentment for payment.] Proof of presentment is necessary against the acceptor on a qualified acceptance, but not on a general acceptance, see ante, p. 352, even where the bill is payable on demand. Rumball v. Ball, 10 Mod. 38; Norton v. Ellam, 2 M. & W. 461. If the bill or note be payable after sight, it must be presented in order to charge the acceptor or maker. Dixon v. Nuttall, 1 C. M. & R. 307; and see sect. 54 (1), ante, p. 352. But by sect. 52 (2), ante, p. 352, the acceptor is not in general discharged by non-presentation of the bill to him on the day it matures. As to when a bill falls due, vide ante, p. 350. By sect. 10 (1) (a), a bill payable at sight is payable on demand.
Evidence under money claims.] In an action by payee against acceptor if the plaintiff be also the drawer, the bill will be evidence of money had and received; Thompson v. Morgun, 3 Camp. 101 ; or on an account stated; per Abbott, 0. J., Rhodes v. Gent, 5 B. & A. 245; but not where the payees or holders are third persons. Semb., Early v. Bowman, 1 B. & Ad. 889. An acknowledgment of his acceptance by the defendant to the holder is evidence of an account stated between them. Per Bailey, J., Leaper v. Tatton, 16 East, 423; Highmore v. Primrose, 5 M. & S. 65.
Acceptance, effect of, in accrediting the drawing.] Sect. 54 (2), ante, p. 352, defines the effect of an acceptance in admitting the drawing. For
matters not that the bill is accepted in blank; L. & S. W. Bank v. Wentworth, 5 Ex. D. 96. So an acceptor for the honour of the drawer is estopped from disputing the drawer's signature. Phillips v. Im Thurn, 18 C. B., N. S. 694 ; L. R., 1 C. P. 463.
Indorsee against Acceptor. In this action the plaintiff may be put to prove the indorsements alleged, besides the facts required to be proved in an action by the payee.
Indorsement—Statute.] By sect. 2, “Indorsement means an indorsement completed by delivery," vide sect. 21, ante, p. 343.
Sect. 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