had interested themselves in the measure would be much disappointed if their work was thrown away. He accordingly very kindly made arrangements (at, I should think, considerable personal inconvenience) that the Lords' select committee should sit de die in diem. The committee consisted of the law lords, with the addition of Lords Wolverton and Balfour of Burleigh. Lord Bramwell took the chair. The Lords' Committee introduced several small amendments and one of considerable importance, namely, the provision contained in Section 74. It was introduced by Lord Bramwell to mitigate the rigour of the common law rule according to which, if the bank on which a cheque was drawn failed before the cheque was presented, the drawer was absolutely discharged, even though the bank eventually paid him nineteen shillings in the pound. Lord Fitzgerald took charge of the Bill in its last stage, and it received the Royal assent on the last day of the session. A great deal of labour was expended on the Act in both Houses of Parliament. In an Act dealing with so large a subject, there are doubtless some small slips and errors which time will disclose now that it is in actual operation. I sincerely trust there may be no great ones which have hitherto escaped observation. As the first piece of codification which has got into the statute book, the measure must be regarded as an experimental one, and its working should be carefully watched. If it works well and, as we hope, proves useful to the mercantile community, the precedent set by it will doubtless again be followed, and other branches of our law will in their turn be codified.

There is one thing I want to point out before I sit down. Apart from accidental slips or omissions, there are certain provisions in the Act which reproduce rules of law which the majority of you will think ought to be altered; for instance, the complicated rules relating to days of grace, and the distinction between statutory and common law holidays. I hope you will not think that because the Act has passed in its present form these rules are thereby stereotyped for ever in our law. I believe that it is much easier to amend the definite lines of a statute than case law with its blurred and hazy outline. When you have the existing law expressed in black and white it is much easier to find out how far it accords with or differs from what you want it to be. The Act is drafted with a view to future amendment, if and when that may seem expedient. The sections are all cut up into numbered sub-sections. The intention is that any section or sub-section might hereafter be cut out, and a fresh section or sub-section substituted without in any way interfering with the general scheme of the Act.

In conclusion, gentlemen, I have only to thank you for the kindness with which on three occasions you have listened to papers from me on the subject of the codification of the law relating to bills, notes and cheques. I can only promise that, on that subject at least, I will never again, of my own motion, inflict on you any more lectures or remarks.

DISCUSSION ON MR. CHALMERS' PAPER.

Mr. STEEL: Mr. Chalmers on a former occasion when he addressed us on the same subject, characterised the law that then existed as cumbrous and unwieldy and very inaccessible, and spoke rather despairingly of any improvement, owing to the difficulty of passing an important measure through Parliament. Tonight we are in a very different position. The Law of Bills of Exchange can no longer be described as indistinct or inaccessible, now that it is embodied in a short clear statute. It is, I think, a subject of legitimate congratulation to you, Sir John Lubbock, and those concerned with you in carrying this measure through Parliaments, and to Mr. Chalmers, who drafted the Bill, and also to this Institute, under whose auspices this first step in the codification of English law has been undertaken and carried through; for it is the first step in a reform that has long been recognised as most necessary. There is no doubt that many amendments were desirable in the law of bills of exchange, but the most urgently required of them all was this codification which has now taken place; because, in substance, the law was adapted to our requirements. It is a failing of the British mind that we are satisfied with having matters substantially right, without paying much regard to form; in this respect we have something to learn from our continental neighbours. It is not enough that the law should be just and right in substance: it is also desirable to have it clear and accessible; and this is particularly the case in matters of every-day business, upon which decisions must be taken at the moment-decisions that may involve risk, at times, of considerable loss. One great gain of codification is, that it is the best preliminary to all further improvement. When once the law is brought together, so that we can see it in a tolerably clear shape, amendments will be more readily undertaken and more easily carried out. But though we have reached this point of codification, we do not think that all has been done that is required to perfect the law concerning bills of exchange. Former discussions in this place prove the contrary; grave defects have been pointed out which still remain in the law. If I were to endeavour to show what those desirable reforms are, I should be going over ground already traversed here, but the amendments may perhaps be best divided into three classes: First, alterations that are necessary in order to bring the law into conformity with equity; Secondly, alterations that will make the law upon some points more clear than it is; and, Thirdly, alterations in minor matters of convenience. If I were asked for instances in the first class, I would only mention one, and this not by any means I think one of the most important character. Our English law says that if the acceptance of a bill be refused, the holder of it has a right to demand immediate payment from the drawer or the indorsers. Now the foreign law upon this subject is this, that if the acceptance to a bill be refused, the holder has a right to demand security from

the drawer or the indorsers for the payment of that bill when it becomes due. This seems to me more nearly in accordance with the justice of the case. The holder of a bill has bought a debt not immediately due, but due three or six months hence. Is it reasonable he should be permitted to realise this debt immediately at the expense of the drawers or indorsers? As to the second class, where alterations are needed to make the law more clear, I shall only give one instance, viz., the effect of the words "not negotiable." I have not been so fortunate as to meet with anybody who could tell me exactly what those words mean. I am inclined to think it was a very unfortunate thing that those words were introduced, because if the giver of a cheque writes on the face of it, "To the account of So and So, at such and such a bank," everything has been done which is necessary to perfect safety, and it appears to be sur plusage to introduce the words, "not negotiable." Are the words mere surplusage so far as bankers are concerned, or do they add to their liability? I think a clause might be introduced into the Bills of Exchange Act which would make this perfectly clear. With regard to the third class questions-namely, of convenience-I may instance the days of grace and bank holidays. It is of comparatively small consequence which way we settle this matter, but it should be settled in the way which is most straightforward, least complicated, and least likely to cause confusion or difficulty to any of the parties affected. I have mentioned these few points in the hope that persons more capable of discussing them fully will follow them up. I wish Mr. Chalmers had been able to give us some annotations on some of the important points of the Bill. I am sure they would have been valuable and would have been appreciated.

Mr. VENN: I have come here by invitation this evening, and not at all as the representative of the Society of Notaries, as I had no time to confer with them on the subject I follow, though in a rather different sense, the observations of Mr. Steel as to the necessity of legislating in regard to foreign bills in such a manner as to meet the requirements of the foreign law. In one or two serious matters this Act does not appear to me to meet the requirements of the foreign law. It gives the option to a holder of a bill to apply to a case of need or not, as he may think fit. Now I could quote to you the codes of many foreign countries where the protest is totally ineffective, unless it states that application has been made to every case of need, and in a subsequent part of the Act you carry out the same principle. In the case of a person refusing to take payment suprà protest this refusal discharges all persons who would have been discharged had the bill been so paid. Then there is another point as to the presentation of foreign bills which have already been presented for acceptance. The effect of protest for non-acceptance, according to the law of foreign countries, in many instances, is merely to obtain the lodging of security. You cannot obtain reimbursement of the amount until you show that the bill

has not been actually paid at maturity, and, therefore, if the provisions of this Act were really carried out as to foreign bills, persons abroad would not be able to recover from the endorsers or drawer. There is a statement in the Bill that a protest on a foreign promissory note is unnecessary. A protest on a foreign promissory note domiciled for payment here is as necessary as on a bill of exchange to my mind, because in a foreign country you cannot recover without a protest. I confine my remarks to these few observations, and I make them only to show how very necessary it is in any legislation touching foreign bills to fall as far as possible into the requirements of the foreign law. One word more. Clause 48, as to "notice," appears to me impossible for holders to carry out. I know it is not new law, but I think it is a law that might have been altered. It appears to me that to carry out that clause it would be necessary to require every drawer or indorser to put his address on the bill where such notice may be sent, and even then we know that in many instances the drawer and indorser write their names in such a manner as to be illegible.

Mr. BILLINGHURST: I have taken a great deal of interest in the bill we are discussing this evening. At its first inception Mr. Chalmers was good enough to ask me, with one or two other gentlemen of considerable banking and mercantile experience, to go over the original draft and make such suggestions as appeared desirable, and I have since followed it carefully through all its various stages, especially giving considerable time and attention to the matter when, as one of the committee deputed by your Council, I carefully considered it clause by clause with the view of suggesting such alterations and amendments as were deemed necessary. We shall all agree with the first speaker that the Institute of Bankers should consider itself very fortunate in having been instrumental in introducing to the House of Commons the first consolidating and codifying Act that has been passed, and I think they have no reason to be dissatisfied with it. The Act has been very ably drawn; it is very clearly expressed, and declares in a precise manner the law with regard to bills of exchange as it now stands. Every one who has read it through must see that it is especially clear in its wording. I thought so myself until I had gone quite through the Act and came to the last clause, and I must say that after reading through clause 100 two or three times I have quite given it up. I see, however, that this clause was introduced at the instance of our friends north of the Tweed, and the expressions it contains are doubtless well understood there, although rather hazy to us in the southern part of the Kingdom. I note with pleasure how many of the alterations suggested by the special committee of your Council, many of them of importance, but some merely minor alterations of word or expression, have been carried out in the Act as it now stands, and I

observe how carefully the Select Committee of the House of Commons must have gone through the various clauses from the judicious amendments they have introduced.

(A critical examination into those Clauses of the Act which introduce new law or legalise customs, etc., into which Mr. Billinghurst entered at some length, will be found ou pp. 532-540).

As regards any amendments to the Act, I might have some suggestions to make whenever the matter is ready for consideration. The main amendment desirable, to my mind, is that touched upon by the first speaker-namely, the abolition of days of grace and making the maturity of bills payable on holidays uniform. There is one other amendment which was proposed by the Committee of your Council, but failed to find a place in the Act, in which I am much interested-namely, "That the drawer of a bill of exchange shall not be discharged by the holder's omission to present it for payment unless the drawer has suffered actual damage through the delay." This seems to be common sense, as the drawer gets value for the bill, representing goods or otherwise, from the endorser when he negotiates it; the endorsers then treat the bill as a merchantable article, being relieved from liability if the conditions of it are not fulfilled. Not so the drawer, who merely anticipated the payment of the debt due to him by the drawee, by negotiating the bill to an endorser, and, in the event of the drawer not liquidating the debt, it would appear only equitable that the drawer should refund the amount to the purchaser of his debt, at least under certain conditions. This matter is of considerable interest to bankers, as, in the event of their overholding a bill, there is at present no one to fall back upon but the acceptor, and, should he be worthless, the bill is mere waste paper. If this amendment is carried at any time, it would assimilate our law to that of France in this matter, and would consequently be desirable.

Mr. BRETT: There is an important alteration in the law with reference to the protest for non-payment of foreign bills, to which I should like to call attention. I was always under the impression, and have acted upon it, that when a foreign bill was dishonoured for non-acceptance it had to be protested again for non-payment. It now appears not to be necessary to protest for non-payment, which I think is inconsistent with foreign laws at any rate. Another point which strikes me is with regard to the measure of damages upon a dishonoured bill. It is set forth in clause 57, section 2: "In the case of a bill which has been dishonoured abroad, in lieu of the above damages, the holder may recover the amount of the re-exchange, with interest thereon, until the time of payment." I should like to know what this means. Speaking from my exporience in Australia, I may say that the "re-exchange," which was formerly 20 per cent. but is now 10 per cent., meant only the penalty levied upon a dishonoured bill. Under this Act, however, it appears that the expression "the re-exchange" comprehends both