$22.

transferring by indorsation a bill taken payable to the firm. In the case of such a firm all the partners must subscribe . or give authority to the partner who signs, to subscribe on their behalf. This falls under the rule, that partners have only power to bind the firm in Scotland and their copartners in England by acts within the limits of the company's business, II. Bell's Com. 503-506, Lindley on Partnership, pp. 266-268. Thus in Garland v. Jacomb, L. R. 8, Ex. 216, it was held that the drawing and indorsing of bills of exchange did not fall within the implied power of a partner of a firm of attorneys. Even where such power is implied by the course of business, or expressly given by the contract of copartnery, a company's bill, given by a partner for a debt of his own, with which the company has no concern, to a creditor who knows that the company is not concerned in the transaction, will not bind the firm, unless there be shown previous consent by the other partners, or subsequent approbation; or that although the debt is known to be the private debt of the partner, the joint security may, bonâ fide, appear to be the property of, or fully at the disposal of such partner, II. Bell's Com. 504. In the hands of a holder, in due course, the bill will be valid.

8. Joint Stock Companies—Unincorporated.—To constitute a valid claim against the company bills must be drawn, accepted, or indorsed by the directors or the officials to whom they have delegated their authority. Whether a joint stock company is bound by a bill granted by its directors depends on the same rules as in the case of a bill signed by a partner of an ordinary firm, but in no case will a bill, granted by a partner, who is not a director or official, unless specially authorised, bind the company.

(c.) Incorporated Companies. -Mercantile corporations incorporated by royal charter have power to draw, accept, or indorse bills, and are bound by all bills, granted either in the manner prescribed in their charter, or, if there be no provision therein, by their properly authorised officials. Non-mercantile corporations cannot grant bills, unless expressly authorised by their charter to do so. Companies incorporated by Act of Parliament have only the powers conferred by their special Act, Bateman v. Mid-Wales Railway

Company, L. R. 1, C. P. 499, unless the business of the
company necessarily implies the granting of bills. The
Companies' Acts, 1862-1880, merely regulate the mode of
exercising the power of drawing, indorsing, or accepting bills,
where on a fair construction of the memorandum or articles
of association, in the case of a company registered under
these Acts, the issuing of bills, &c., is authorised, or where the
business of the registered company is such as to require, or at
any rate to imply authority to issue bills, 25 & 26 Vict, c. 89,
§ 47, vide Appendix; Peruvian Railways Company v. Thames
and Mersey Insurance Company, L. R. 2, Chan. App. 617.
(d.) Vide § 2.

(e.) If the drawee have accepted such a bill, he cannot
afterwards refuse to pay on the ground of the drawer's want
of capacity to draw or indorse the bill, vide § 54 (2). In the
event of the dishonour of such a bill, the holder has no re-
course on the bill against the drawer, and is therefore not
bound to give notice of dishonour or to protest. The drawer
is not discharged from any liability on the consideration for
the bill, if it can be legally established apart from the bill.
Presentment of a bill drawn by a party having no capacity
to incur liability on a bill, will not operate as an assignment
of the sum in the bill. The effect of this subsection is
limited to entitling the holder to receive payment of the bill,
and to enforce it against any party thereto, but it does not
make the bill effectual in his hands for any other purpose.
This subsection prevents the acceptor from pleading that the
indorser had no power to indorse in the cases provided for
therein, but does not impose any liability on a drawee unless
he has accepted.

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essential to

23. No person (a) is liable as drawer (b), indorser (c), Signatures or acceptor (d) of a bill who has not signed it as liability. such (e): Provided that

(1.) Where a person signs a bill in a trade or

assumed name, he is liable thereon as if he had
signed it in his own name (f);

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(2.) 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 (g).

(a.) Vide § 2.
(b.) Vide § 55 (1).

(c.) Vide § 55 (2).
(d.) Vide § 54.

(e.) If he has not signed in one of these three capacities, he is not liable on the bill. Thus, in Walker's Trustees v. M'Kinlay, 14th June, 1880, 7 R., H. L. 85; 5 Ap. Cases, 754, a bill was drawn by A. upon B., and after having been accepted by B., was indorsed by C. and returned to the drawer. An action was brought by A.'s representatives against C.'s representatives, on the ground that C. by indorsing the bill had undertaken an obligation as an acceptor, or otherwise as co-obligant with B. It was held that he could not be liable as an acceptor, for no one can accept a bill except the drawee, or, if the bill be dishonoured, an acceptor for honour; that the law merchant did not recognise the obligation on a bill of a co-obligant, who did not hold one of the three characters; and that it could not be treated as an indorsation per aval, because the law merchant only recognises such indorsations, as effectual to create an obligation to a subsequent party, and not to a drawer, who is the first party to a bill. The only persons who can be liable on a bill are (1) the drawer, (2) the drawee after acceptance or an acceptor for honour, (3) an indorser. The indorser may be a person to whom the bill has been indorsed, or to whom a bill payable to bearer has been delivered, or it may be a person who indorses per aval, vide § 56. A drawee, who appends the words "as cautioner" or other similar expression to his acceptance, does not thereby sign in another character than acceptor. In a question with the holder of the bill, he by his acceptance is held to have engaged absolutely to pay, but the words may be useful as showing that he is an accommodation party, I. Bell's Com. 424.

(f.) If the name of the acceptor as written on the bill be

different from the name given in the address, it will be open
to the holder to show that the name subscribed is a trade or
assumed name, and that the acceptor is the drawee. Such a
bill will, however, not be a warrant for summary diligence.

(g.) It is thought that this subsection does not alter the
Scotch theory, that in a partnership each partner is agent for
the firm, Clark on Partnership, p. 197. In England a partner
is regarded as the agent of his copartners. The practical result
seems to be the same except in bankruptcy, the rules of which
in both countries are saved by § 97 (1), Lindley on Partnership,
p. 341. This provision applies even where the name of the
firm is that of a single individual. The effect of such a
signature is to render action or diligence competent against
all the partners of the firm, Drew v. Lumsden, 14th Jan.
1865, 3 M. 384; but the liability of copartners for a bill
signed in name of the firm depends on the rules stated in
note (b) to § 22. Where a signature is common to an individual
and a firm of which the individual is a partner, a holder in
due course, without notice whose paper it is, of a bill of
exchange, with such signature attached, has not an option to
sue either the individual or the firm. But there is a pre-
sumption that the bill was given for the firm and is binding
upon it, at least, where the individual carries on no business
separate from the business of the firm of which he is a member.
This presumption, however, may be rebutted by proof that
the individual signed not in the name of the firm, but of him-
self, and for his private purposes. It is immaterial that the
holder in due course took the bill as the bill of the firm, and
not of the individual, Yorkshire Building Company v. Beatson,
4 C. P., Div. 204; 5 C. P., Div. 109.

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unauthorised

24. Subject to the provisions of this Act, where a Forged or signature on a bill is forged or placed thereon without signature. the authority of the person whose signature it purports to be, the forged or unauthorised signature is wholly inoperative, and no right to retain the bill or to give a discharge therefor or to enforce payment

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thereof against any party thereto can be acquired through or under that signature, unless the party against whom it is sought to retain or enforce payment of the bill is precluded from setting up the forgery or want of authority (a).

Provided that nothing in this section shall effect the ratification of an unauthorised signature not amounting to a forgery (b).

(a.) This section does not apply to the case of a bill being fraudulently or without authority written above a signature on blank stamped paper, vide § 20, nor to a material alteration, vide § 64. No right can be acquired through a forged signature, and it is immaterial that the holder had no notice of the forgery, or want of authority. No one can be a holder in due course who derives his title through a forged indorsation. Holder, as defined in § 2, means the payee or indorsee of a bill or note, who is in possession of it, or the bearer thereof. A person cannot be the indorsee, if the name of the indorser was written without authority, and the bill cannot be made payable to bearer by a forged indorsation, he is therefore not the bearer as defined in § 2—viz., the person in possession of a bill or note payable to bearer. If the drawer or acceptor's names be forged, or written without authority, they are not parties to the bill. An acceptor, however, is precluded from denying the genuineness of the drawer's signature, and his capacity and authority to draw the bill, and the payee of such a bill will be entitled to receive payment from the acceptor, vide § 54 (2 a), but payment to him will not be a payment in due course, vide § 59. If the bill be drawn payable to the drawer's order, the acceptor will not be precluded from denying the authority of the drawer to indorse, or the genuineness of his signature, although the indorsation be made under the same circumstances as the drawing, vide, § 54 (2 b). See Garland v. Jacomb, L. R. 8, Ex. 216. The person whose signature is forged may be barred by his actings from setting up the forgery, but mere