thereby indicating that they could not fall within the category of promissory notes. Anyway, we have got to arrive at a rational interpretation or limitation of a section which in its literal terms leads to impossible conclusions; and, as Lord Lindley said in the case I have mentioned, the difficulty is to know what limitation. Various tests have been suggested. Lord Esher was at one time understood to have laid down the rule that a document was not a promissory note, even for stamp purposes, unless the parties intended it to be one. Lord Esher took an early opportunity of correcting this misinterpretation, explaining that he did not mean more than that the intention of the parties was an element to be taken into account. Nor can negotiability or the character the document would bear in the mercantile world, be taken as conclusive tests; each is at most another element in the matter. The nearest criterion one can get is that laid down in the Mortgage Insurance Corporation case. Lord Esher's view is that the document must be a promise to pay a defined sum of money and a defined sum of money only. Lord Lindley says "1 "think that'containing a promise to pay' must mean that that " is the substance of the document, the whole contents; it cannot mean containing a promise to pay forming one of a number of stipulations. If the instrument is not merely a promise to pay, but contains a promise to pay in connection with a number "of other stipulations, then I think it is not a promissory note "within the meaning of the section." ،، Lord Bowen said, "In my opinion, the true interpretation is "that the words are meant to include documents the contents of "which consist substantially of a promise to pay a definite sum "of money and of nothing else." I cannot better this interpretation, and it embodies the test to be applied in every case where it is a question of stamping a document as a promissory note. I may perhaps anticipate by saying that the exception, under receipts, of a banker's deposit receipt removes from the category of promissory notes documents which in some cases approximate very nearly to the character of those instruments as defined by the Act. In only one case is an adhesive stamp admissible on a promissory note, and that is where one made out of the United Kingdom comes into anyone's hands here. In such case, as with a foreign bill, he must affix and cancel the stamp before negotiating, presenting, or paying the note. All the powers of the bonâ fide holder as to cancellation under sec. 35, of course, apply, as in the case of a foreign bill. You will notice, however, that the power of the person to whom an unstamped bill payable on demand is presented to affix and cancel the penny stamp, does not extend to a promissory note, because the power is limited by the proviso to sec. 38 to bills of that description. Our last subject, that of receipts, acquires additional importance to bankers by reason of the ever-increasing use and variety of those documents we generally describe as orders with receipt attached. As you know, I have always deprecated their employment. The object of the issuer, namely, to obtain a formal recognition of and receipt for the subject matter of the order, is only attained by imposing on the banker burdens and risks greater than those attaching to the ordinary cheque. Before dealing specifically with receipts of this particular class, we must consider receipts generally in the light of the Stamp Act. ،،، Sec. 101 enacts that "for the purposes of this Act the expression receipt' includes any note, memorandum, or writing whereby any money amounting to £2 or upwards, or any bill of exchange or promissory note for money amounting to £2 or upwards is acknowledged or expressed to have been received, deposited, or paid, or whereby any debt or demand, or any part of a debt or "demand of the amount of £2 or upwards, is acknowledged to "have been settled, satisfied, or discharged, or which signifies or imports any such acknowledgment, and whether the same is or ،، " is not signed with the name of any person." This section again is not an exhaustive definition. The corresponding section in the 1870 Act said means and includes," and then there followed exactly the same words as I have read to you. Those words are broad enough to cover pretty well everything in the nature of a receipt, but I suppose the omission of means and" and the alteration from a definition to an exten ،، sion are intended to stop any possible loop-hole. There are exemptions in the schedule with which I will deal presently. The universal duty is a penny. The stamp may be either impressed or adhesive; where adhesive it must be cancelled by the person who gives the receipt before he delivers it out of his hands. Section 102 provides that a receipt given without being stamped may be stamped with an impressed stamp within a month after it has been given, on payment of duty and penalty, and adds, "and shall not in any other case be stamped with an impressed stamp." This last clause, of course, only refers to receipts given unstamped, as the combined effect of sec. 2 and sec. 101 (2) is to give the alternative in the first instance between impressed and adhesive stamps. The casting the duty of cancelling upon the person by whom the receipt is given, and the provisions as to the subsequent impressed stamp on payment of penalty preclude anyone but the giver from affixing or cancelling an adhesive stamp. I do not know that there is very much to notice in the de D finition section. One part concerning bankers is that which brings within the operation any note, memorandum, or writing whereby money over £2 is acknowledged or expressed to have been received or deposited, or which signifies or imports such acknowledgment. The popular idea of a receipt is as an acknowledgment of payment, a recognition of the discharge of a debt or obligation. Anyway, this section involves a larger meaning, and save where exemptions come in, covers the written acknowledgment of money received or deposited for the ultimate benefit either of the depositor or some person or object designated, or to be designated by him, the depositee being a mere trustee or intermediary. Another point in the section is that it imposes duty on any document or writing acknowledging or signifying or importing acknowledgment of receipt, deposit, or payment of any money or bill over £2. It is not confined to one document for each payment or deposit. I do not know that the point has ever been raised, but it has often occurred to me whether one receipt stamp is sufficient for a formal receipt and the usual covering letter, or whether both ought not to be stamped. I send a tradesman a cheque for £20 in payment of a bill. He writes back, "Your ،، cheque for £20 received, for which we tender our best thanks. "Formal receipt enclosed. Hoping for the favour of further "orders, we remain, yours faithfully." And inside is the bill with formal receipt, "Received with thanks," and a penny stamp; or a separate receipt, "Received the sum of £20, account "delivered," also with a penny stamp. And clearly the letter comes within the terms of the section just as much as the receipt. Where, as in the example I have suggested, and as is usual, the latter acknowledges receipt of a cheque, and the receipt acknowledges settlement of a debt or receipt of money, the documents would seem to actually come under different clauses and definitions in the section. I do not know what the Inland Revenue think about it, but the matter is worth bearing in mind with relation to cases where the ordinary exemptions peculiar to bankers do not clearly apply. EXEMPTIONS ON BANKERS' RECEIPTS. Let us now see what these exemptions in favour of the banker are. ،، The first and most important is, "Receipt given for money deposited in any bank or with any banker, to be accounted "for and expressed to be received of the person to whom the same is to be accounted for." ،، As I said before, it is hopeless to eradicate the popular idea that when a man pays money into his bank, he deposits some ،، thing there, leaves something tangible behind him which is to be restored intact to him afterwards or dealt with as he directs, as if the cashier put the gold or cheques, or whatever it is into a bag or a box, and labelled it with the customer's name to be left till called for; as if a bank was a cloak-room at a station. Even this section has an echo of the superstition, in the word "deposited." Of course, we know that both deposit account and current account are mere loans, but necessity and authority alike entitle us to interpret "deposited" here in its popular sense, as including money paid in either on current or deposit account. And, as I have shown you in previous lectures, an undertaking to pay interest on a banker's deposit receipt does not take the document out of the exemption or assimilate it to a promissory note. But there are other portions of this exemption which call for consideration. The words "in any bank or with any banker" are, of course, very wide and general, but we must treat them as controlled by the concluding qualification "to be accounted "for and expressed to be received of the person to whom the ،، same is to be accounted for." The effect of this is that the money must be received, and expressed to be received, from the person to whom it has to be accounted for, and it must be received by the bank which has to account for it to such person. And "accounted for" must be read as meaning accounted for in the usual method of banking, the case varying according as the money is received for deposit or current account. A mere acknowledgment of receipt of money for another man's account is not a receipt of this nature; so far as the transmitter of the money is concerned, the transaction is over and done with, there is no further stage of accounting to him, the accounting is with the person for whose credit the money is received. Therefore a receipt for money sent or paid in to another man's account, or for money transferred in the same bank from one account to another must be stamped, as not being within this exception. So, again, the receipt must be by the bank which is to account. You cannot fairly read the exemption as covering the case of Bank A receiving money to be accounted for by Bank B, even though the money be expressed to be received by Bank A for the credit of an account at Bank B. The bank receiving and giving the receipt must, on a reasonable construction, be the actual accounting bank. I have had to consider this question in various forms quite recently, especially with the object of determining how periodical payments may be made, say, to a bank in London for transmission to an account at a bank in Liverpool, without involving the necessity of a stamp on the receipt given in London. And, while adhering firmly to the view expressed above, I think the difficulty can be safely and legitimately got over by the bank which takes the money for transmission acting strictly as agent for the other bank, specifying its character as such on the receipt, and treating the money as being received not only for, but by the bank which has ultimately to account for it. By this means I consider the exemption is complied with, the money being in law at once in the possession of the accounting bank, through the medium of its recognised and expressed agents. Exemption 2 supplements the one we have been dealing with. It exempts from receipt stamp " acknowledgment by any banker of "the receipt of any bill of exchange or promissory note for the ،، purpose of being presented for acceptance or payment." But for this exemption, acknowledgment of cheques sent or paid in for collection would require a stamp, as they would not come under the head of money. And "bill of exchange" here must be read in the light of the large definition of the Act, so that it covers dividend warrants, orders for payment, and all the documents included in the definition. (a) Notice, moreover, that there is here no restriction as to such documents being received of the person to whom they have to be accounted for. But I think the same result is attained by consideration of the section as a whole. The purpose for which the bill or note must be received is for presentation for acceptance or payment. That must be the primary or main purpose, and I think it involves that the bill or cheque, or whatever it is, must be received by the banker from the customer or person entitled to be credited with the proceeds when received. In one sense, in the common case of dividend warrants being sent direct to the stockholder's banker under instructions from the stockholder, the company sends them for the purpose of presentation for payment to the company's bankers, but this is not the main or primary purpose, the discharge of the company's obligation is the real and chief object, the presentation for payment is merely a means to the end. True, the words are not "for the sole purpose," as in exemption 10, under the heading "Bill of Exchange," to which I have previously referred, but the meaning seems clear enough, especially as presentment for acceptance is one of the specified purposes. For the same reasons, I should not hold exempt cheques sent to a banker as contributions to any fund of which he was acting as treasurer or as payment of application or allotment money or calls, unless the receipt be written on a duly stamped allotment letter. Where the fund, however, was a charitable one, acknowledgment, whether by the banker or anyone else, would NOTE.-(a) A candidate ingeniously observed that there are no words in the exemptions covering a receipt for bank-notes, which are, by the Act, excluded from being "bills of exchange" or "promissory notes," and, inferentially, from being "money." They must, presumably, be regarded as coming within the latter description.-J. R. P. |