$3.

bill in the sense of this Act, may be required to be stamped as a bill as defined in the Stamp Act, 33 & 34 Vict. c. 97, § 48, vide Appendix. The validity of instruments which do not comply with the requirements of this section depends upon their compliance with the rules of law affecting different classes of instruments, but the rules laid down in this Act have no application to them. Thus in Crouch v. Credit Foncier of England, L. R. 8, Q. B. 374, a debenture which was held not to be a promissory note, vide supra note (a) (3), was held not to be negotiable, and therefore a bonâ fide holder who had given full value to a thief for the debenture (1), could not sue in his own name for the sum contained in it, and (2), acquired no right to it by delivery, because it is beyond the competency of parties to give in England a right to an assignee to sue in his own name, or to deprive the owner of the debenture of the right to reclaim it from any one to whom a thief has transferred it, even for value. The law merchant, which the courts are bound to notice, may annex the privilege of negotiability to other documents, but recent custom is not sufficient to do so. On the other hand, in Goodwin v. Roberts, L. R. 10, Ex. 76, 337, 1 App. Cases, 476, scrip of a foreign government was held to be negotiable on admissions in a special case, that by the custom of all the stock exchanges of Europe, scrip is negotiable, and passes by mere delivery to a bona fide holder for value. Although parties cannot by agreement make instruments negotiable, which are not negotiable by the law merchant or by statute, yet the granter of obligations payable to bearer may by so doing bar himself from stating defences against a holder for value, which would have been good against the original holder, in re Blakely Ordinance Co., L. R. 3, Chan. App. 154. See also Dixon v. Bovill, 21st February, 1854, 16 D. 619; 29th July, 1856, 3 M'Q. 1; and Merchant Banking Company of London v. Phoenix Bessemer Steel Company, 5 Chan. Div. 205, as to iron warrants,

(c.) Thus in Macfarlane v. Johnston, 11th June, 1864, 2 M. 1210, the words "in part liquidation of our debt to you of deficiency of 7s. 6d. per £, as per our settlement in December, 1857," were held a mere reference to the cause of drawing, and did not amount to an agreement to pay the

whole debt, and in Griffin v. Weatherby, L. R. 3, Q. B. 753, it
was held that the words, "on account of money advanced by
me to the S. and F. company," were merely explanatory of
the cause of drawing the bill, and did not affect its validity;
but where besides mentioning the cause of drawing, words
are added, which have the effect of making a separate agree-
ment, the whole bill is bad, Davies v. Wilkinson, 2 Perry v.
Davidson, 256.

(d.) In the case of a bill payable after date, the date is material, but if issued without a date any holder is entitled to insert the true date, vide § 12. An undated bill is not a warrant for summary diligence, vide note (a) on § 98.

(e.) The law of Scotland, differing from the law of England, does not require that value shall have been given for a bill, Law v. Humphreys, 20th July, 1876, 3 R. 1192, vide § 27, and note (a) thereon.

(f.) Where it is necessary to prove the consideration, place of drawing, or payment, parole evidence is admitted, vide § 100.

$ 4.

foreign bills.

4. (1.) An inland bill is a bill which is or on the Inland and face of it purports to be (a) both drawn and payable within the British Islands, or (b) drawn within the British Islands upon some person resident therein. Any other bill is a foreign bill (a).

For the purposes of this Act (b) "British Islands" mean any part of the United Kingdom of Great Britain and Ireland, the islands of Man, Guernsey, Jersey, Alderney, and Sark, and the islands adjacent to any of them being part of the dominions of Her Majesty.

(2.) Unless the contrary appear on the face of the bill the holder may treat it as an inland bill (c).

Effect

§ 5.

where dif

(a.) The character of the bill is determined, when it is drawn, and is not altered on acceptance. Where no place of payment is specified in the bill, the address of the drawee determines the place of payment, vide § 45 (4). A bill drawn in the British Islands upon a person resident there, does not become a foreign bill by the fact of the drawee accepting it abroad, or in his acceptance fixing a place abroad as the place of payment, but the interpretation of the acceptance of an inland bill is determined by the law of the place where it is made, vide § 72 (2).

(b.) This section does not determine whether a bill is a foreign bill or not, for the purposes of the Stamp Act, vide § 97 (3 a). Accordingly, a bill drawn in Scotland upon a person resident in the Isle of Man is an inland bill, so far as the provisions of this Act are concerned, but is a foreign bill in the sense of the Stamp Act, Griffin v. Weatherby, L. R. 3, Q. B. 753, vide 33 & 34 Vict. c. 97, vide Appendix.

(c.) If a bill does not appear on the face of it to be a foreign bill, protest is unnecessary in case of dishonour, vide § 51 (2). The drawing of a bill is interpreted according to the law of the place where the contract of the drawer is made, vide § 72 (2); but this subsection gives the holder the option of treating a foreign bill which does not appear on the face of it to be a foreign bill, as either an inland bill or a foreign bill.

5. (1.) A bill may be drawn payable to, or to the ferent parties order of, the drawer; or it may be drawn payable to, or to the order of, the drawee (a).

to bill are the same person.

(2.) Where in a bill drawer and drawee are the same person (b), or where the drawee is a fictitious person or a person not having capacity to contract (c), the holder (d) may treat the instrument at his option, either as a bill of exchange or as a promissory note (e).

(a.) A bill drawn payable to the drawee is valid, although he does not act in two different capacities-e.g., a cheque in favour of the banker upon whom it is drawn. A bill payable

to the drawee may be negotiated by him, either before or
after acceptance, but not where the acceptor is or becomes the
holder of it at or after maturity in his own right, vide § 61.

(b.) In Scotland where two or more persons carry on dis-
tinct businesses under different firms, a bill drawn upon one
firm by the other is not a bill, the drawer and drawee of which
are the same, II. Bell's Com. 515, and Creditors of P. & F.
Forrester v. Sir W. Forbes & Co., 5th Feb. 1798, reported
there; but where the same individuals carry on the same
business under different firms, the companies are held to be
identical, ibid.; and where the drawer of a bill carries on
business under a firm of which he is the sole partner, a
bill drawn by him in his own name upon himself under the
name of his firm, the drawer and drawee are the same, II.
Bell's Com. 514, and Nairn v. Sir W. Forbes & Co., 25th
Nov. 1795, reported there.

(c.) Vide § 22.

(d.) Vide § 2.

(e.) Where the drawee is a fictitious person, or a person not having capacity to contract, presentment for acceptance is excused, vide § 41 (2 a), and where he is a fictitious person, presentment for payment is dispensed with, vide § 46 (2 b) and notice of dishonour is dispensed with, where the drawer and drawee are the same, and also where the drawee is a fictitious person, or a person not having capacity to contract, vide § 50 (2 c). By § 89 (3) the provisions relating to presentment for acceptance and acceptance are declared not to apply to notes, and in the case of a foreign note, protest thereof is not necessary if it is dishonoured, vide § 89 (4).

6. (1.) The drawee must be named (a) or other- Address to wise indicated in a bill with reasonable certainty (b).

(2.) A bill may be addressed to two or more drawees whether they are partners or not (c), but an order addressed to two drawees in the alternative, or

D

drawee.

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to two or more drawees in succession is not a bill of exchange (d).

(a.) Where the drawee is named but not described, the holder will be entitled to prove that the bill was presented to the person intended as drawee, although there may be several persons of the same name as the drawee; but if the drawee be neither named nor indicated, acceptance will not supply the want of the name of the drawee. The case of Grierson v. Earl of Sutherland, 28th June, 1727, Mor. 1447, is thus no longer authoritative, but where a bill wants the name of a drawee, the person in possession of it has a prima facie authority to fill in the name of any person, vide § 20.

(b.) If the drawee is not named, he must be indicated with reasonable certainty-e.g., "the Secretary of the A. B. Co., Edinburgh," or "the Accountant of the Department,

London," but an address to "the Executry Estate of C. D." is not valid because the drawee must be a person, vide § 3 (1).

(c.) It is not necessary that the drawees be connected in

any way.

(d.) Although a bill cannot be addressed to two drawees alternatively, or to two or more in succession, it is competent for the drawer to insert the name of a referee in case of need, vide § 15, but it must be clearly stated that he is merely a referee.

Certainty required as to payee.

7. (1.) Where a bill is not payable to bearer, the payee must be named or otherwise indicated therein with reasonable certainty (a).

(2.) A bill may be made payable to two or more payees jointly (b), or it may be made payable in the alternative to one or two, or one or some of several payees (c). A bill may also be made payable to the holder of an office for the time being (d).