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strument shall be payable accordingly. The insertion of a wrong date does not avoid the instrument in the hands of a subsequent holder in due course, but as to him, the date so inserted is to be regarded as the true date."

Question 442: (1) If an instrument is otherwise properly drawn, is it negotiable, if it

(a) Is not dated?

(b) Does not state the value or recite the words "value received"?

(c) Does not specify place of drawing or of payment? (d) Bears a seal?

(e) Specifies the kind of money in which payable? (2) Is an instrument invalid because post-dated or antedated?

§ 427. (Nego. Intsru., Sec. 36.) Rules of construction. Case 443. Uniform Negotiable Instruments Act, Sec. 17.

"Where the language of the instrument is ambiguous, or there are omissions therein the following rules of construction apply:

"1. 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 sum payable; but if the words are ambiguous or uncertain, reference may be had to the figures to fix the amount.

"2. Where the instrument provides for the payment of interest, without specifying the date from which interest is to run, the interest runs from the date of the instrument, and if the instrument is undated, from the issue thereof.

"3. Where the instrument is not dated, it will be considered to be dated as of the time it was issued.

"4. Where there is conflict between the written and printed provisions of the instrument, the written provisions prevail.

5. Where the instrument is so ambiguous that there is doubt whether it is a bill or a note, the holder may treat it as either, at his election.

"6. Where a signature is so placed upon the instrument that it is not clear in what capacity the person making the same intended to sign, he is to be deemed an indorser.

"7. Where an instrument containing the words 'I promise to pay' is signed by two or more persons, they are deemed to be jointly and severally liable thereon."

Question 443: Recite the 7 rules of construction here set out.

CHAPTER 53

EXECUTION AND DELIVERY

§ 428 Delivery essential.

§ 429. Delivery presumed in favor of holder in due course.

§ 430. Incomplete instrument.

§ 431. Delivery of complete instrument containing uncancelled spaces. § 432. Execution by agent.

§ 428. (Nego. Instru., Sec. 37.) (Delivery essential.) Case No. 444. Uniform Negotiable Instruments Act, Secs. 15, 16.

[Sec. 15.] "Where an incomplete instrument has not been delivered it will not, if completed and negotiated, without authority, be a valid contract in the hands of any holder, as against any person whose signature was placed thereon before delivery."

[Sec. 16.] "Every contract on a negotiable instrument is incomplete and revocable until delivery of the instrument for the purpose of giving effect thereto. As between immediate parties, and as regards a remote party other than a holder in due course, the delivery, in order to be effectual, must be made either by or under the authority of the party making, drawing, accepting or indorsing, as the case may be; and in such case the delivery may be shown to have been conditional or for a special purpose only, and not for the purpose of transferring the property in the instrument. But where the instrument is in the hands of a holder in due course, a valid delivery thereof by all parties prior to him so as to make them liable to him, is conclusively presumed. And where the instrument is no longer in the possession of party whose signature appears thereon, a valid and intentional delivery by him is presumed until the contrary is proved.'

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Question 444: (1) Is delivery essential to give a right of suit on negotiable paper? What is meant by delivery?

(2) A makes out a complete note, signs it, and puts it in his vault. B steals it and completes it by inserting his name as payee and sells and indorses it to C, an innocent purchaser before maturity. Has C any right against A on this paper?

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Case 445. Mass. Nat. Bank v. Snow, 187 Mass. 159. Facts: Suit against Snow as endorser of three promissory notes signed H. G. and H. W. Stevens, payable to the order of Snow, endorsed by Snow in blank and discounted before maturity by the Mass. Nat. Bk., the plaintiff. The notes were the notes of one H. W. Stevens, who carried on business as H. G. & H. W. Stevens. Snow introduced evidence to show that after the notes were made, Stevens, the maker, took them from his possession, without Snow's knowledge or consent and sold them to the plaintiff.

Point Involved: Whether a party whose signature appears on an instrument negotiable in form and so made or endorsed as to pass by delivery, may be held liable on such instrument by an innocent holder for value and before maturity who acquired his title from a thief or other party lacking authority to deliver it.

KNOWLTON, C. J.: "This is an action of contract on three promissory notes, signed H. G. and H. W. Stevens, payable to the order of the defendant [Snow], indorsed by him in blank and discounted by the plaintiff. They severally bear date December 9, 1899, and the rights of the parties are accordingly governed by the St. 1898, c. 533, sometimes called the negotiable instruments act, which is now embodied in R. L. c. 73, Sections 18 to 212, inclusive.

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"The notes being indorsed in blank, were payable to bearer within the meaning of the statute. R. L. c. 73, Sec. 26, cl. 5. When the notes were taken to the plaintiff for discount Stevens was the bearer. R. L. c. 73, Sec. 207. The presentation of such notes for discount raised a presumption of fact that the bearer was the owner of them. Potte v. Prout, 3 Gray 502.

"The defendant's contention that after the notes had

been delivered to the defendant and endorsed by him they were stolen by Stevens, brings us to the question whether, under the negotiable instruments act, a holder in due course of a note payable to bearer, that has been stolen, can acquire a good title from the thief. Even before the enactment of the statute, while the decisions were not uniform, the weight of authority was in favor of an affirmative answer to the question.

"The following specific language of the statute touching this question, as well as its provisions in other sections, was intended to establish the law in favor of holders in due course. 'But where the instrument is in the hands of a holder in due course a valid delivery thereof by all parties prior to him so as to make them liable to him is conclusively presumed.' R. L. c. 73, Sec. 33. This conclusive presumption exists as well when the note is taken from a thief as in any other case. Of course this rule does not apply to an instrument which is incomplete. But in reference to a complete, negotiable promissory note payable to bearer, it is a wholesome and salutary provision.

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Question 445: (1) In the above case who is the plaintiff? Who, the defendant? In what capacity did Snow sign the note? Did he voluntarily part with it? Who sold it to the bank? Why was the bank entitled to believe that Stevens was the owner of the note? If Snow had not indorsed the note, and Snow's indorsement had been forged, would the bank have obtained a good title?

(2) S sued C on a promissory note made by C payable to F and by F endorsed to S. S gave value, purchased the note before it was overdue and had no notice of any defense or irregularity. C defends that he wrote and signed the note merely as a matter of amusement, with no intent to deliver it to F and that F stole it. Is C's defense good as against S? (Shipley v. Carroll, 45 Ill. 285.)

§ 429. (Nego. Paper, Sec. 38.) Delivery presumed in favor of holder in due course.

(See above cases.).

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