to continue to issue such notes to the extent and under the conditions in the act mentioned, but not further or otherwise; and the right of any company or partnership to continue to issue such notes shall not be in any manner prejudiced or affected by any change which may hereafter take place in the personal composition of such company or partnership, either by the transfer of any shares or share therein, or by the admission of any new partner or member thereto, or by the retirement of any present partner or member therefrom: provided always, that it shall not be lawful for any company or partnership, now consisting of only six or less than six persons, to issue bank notes at any time after the number of partners therein shall exceed six in the whole. And by sect. 12, if any banker after the passing of the act becomes bankrupt, or ceases to act as a banker, or discontinues the issue of bank notes, he is disqualified from resuming such issue. And by sect. 26, from and after the passing of this act, it shall be lawful for any society or company, or any persons in partnership, though exceeding six in number, carrying on business of banking in London or within sixty-five miles thereof (q), to draw, accept or endorse bills of exchange, not being payable to bearer on demand, notwithstanding the statute 3 & 4 Will. IV. c. 98, or any other statute.

"The right of one director of a joint stock company to draw a bill upon the rest, and still further the power of one director to accept a bill for himself and the others so as to make those others liable, is not a right or power implied by law, like that which belongs to one member of an ordinary partnership in trade, with respect to bills drawn and accepted for the purposes of the trade; it must depend upon the powers given by the charter or deed or agreement under which the company is established and constituted, or some other agreement between the parties, whether a bill so drawn or accepted shall or shall not have that legal effect” (r).

By the act for the regulation of joint-stock companies (stat. 7 & 8 Vict. c. 110, s. 45) it is enacted, with regard to bills of exchange and promissory notes made, accepted or indorsed on the behalf or account of any company within the provisions of that act, so far as relates to the mode of making, accepting or indorsing the same, and to the liability of any such company thereon, that if the directors of the company be authorized by deed of settlement or bye-law to issue or accept bills of exchange or promissory notes, then every such bill of exchange or promissory note shall be made or accepted, as the case may be, by and in the names of two of the

(q) Joint Stock Banks are regulated by stat. 7 Geo. IV. c. 46, stat. 3 & 4 Vict. c. 111, and stat. 4 & 5 Vict. c. 113.

(r) Per Tindal, C. J., delivering judgment of court in Bramah v. Roberts, 3 Bingh. N. C. 972, recognizing Dickenson v. Valpy, 10 B. & C. 128. See Bult v.

Morrell, 12 A. & E. 745; Fox v. Frith, 10 M. & W. 131; Harmer v. Steele, 4 Exch. 1; Macrae v. Sutherland, 3 E. & B. 1: Eduards v. Cameron Coal Company, 6 Exch. 269; and Thompson v. Wesleyan Newspaper Association, 8 C. B. 849.

directors of the company on whose behalf or account the same may be so made or accepted, and shall be by such directors expressed to be made or accepted by them on behalf of such company; and that every such bill of exchange and promissory note so made or accepted as aforesaid shall be countersigned by the secretary or other appointed officer of the company in whose behalf the same is expressed to be made or accepted: and that every bill of exchange so made as aforesaid, or received by or on behalf of the company, may be indorsed in the name of the company by any officer authorized by deed of settlement or bye-law in that behalf; and that every such bill of exchange or promissory note so made, accepted or indorsed as aforesaid shall, immediately after the making, accepting or indorsing the same, be reported to the proper officer of the company on whose behalf the same shall have been made, accepted or indorsed, and such last-mentioned officer shall enter the same in proper books to be kept for that purpose; and that if any such bill of exchange or promissory note be not so reported and entered, then the officer, by whose default such bill or note shall not be so reported or entered, shall be liable to repay to the company the amount which the company shall pay, or be liable to pay, in respect of such bill or note: provided always, that nothing herein contained shall be deemed to make any such secretary or officer personally liable upon any such bill of exchange or promissory note, nor be deemed to make any such directors personally liable thereon, except as shareholders of the company; and that every such company on whose behalf or account any bill of exchange or promissory note shall be made, accepted or indorsed in manner and form aforesaid, shall and may sue and be sued thereon, as fully and effectually, and in the same manner, as in the case of any contract made and entered into under their common seal. An acceptance in this form-" A. and B., directors appointed by resolution to accept this bill," is an acceptance within this statute (s).

Of companies registered under the 19 & 20 Vict. c. 47, it is enacted by sect. 43, that bills and notes made, accepted or indorsed in the name of the company, or by any person acting under the authority of the company, expressed or implied, shall bind the company. But by sect. 31, if any person on behalf of a limited company registered under the act, signs or indorses a bill, check or note, in which the name of the company is not duly mentioned, (and described as limited, sect. 5,) he is liable to a penalty of 50l., and is made personally responsible to the holder. A promissory note in the following form: "Three months after date, we jointly promise to pay F. S. or order 6007. for value received in stock on

(s) Halford v. Cameron Coal Company, 20 L. J., Q. B. 160; Eduards v. Cameron Coal Company, 6 Exch. 269; see also Thompson v. Wesleyan Newspaper Associ

ation, 8 C. B. 861; Allen v. Sea Fire Life Assurance Company, 9 C. B. 578; and Aggs v. Nicholson, 25 L. J., Exch. 348.

account of the L. and B. Iron and Hardware Company, limited," signed by three of the directors of the company, has been held to be a note made in the name of the company within this statute, and therefore binding on the company, and not on the directors individually who signed it (t).

Infant. It was formerly held that an infant could not bind himself by a bill drawn in the course of trade (u), or even for necessaries (x), but it now seems that an infant's contract on a bill or note is voidable only, and that his liability may be established by ratification after full age (y). Infancy is a personal privilege, of which the infant alone can avail himself. Hence it has been held, that the drawer of a bill of exchange cannot set up the infancy of the payee and indorser as a defence to the action (z). In like manner the acceptor of a bill of exchange cannot set up the infancy (a), or the bankruptcy (b), of the drawer as a defence to an action brought at the suit of the indorsee. So, though a note given by a wife to a husband is void, yet if it is indorsed over by the husband, as between him and the indorsee, it is certainly good (c). And if a bill be accepted by a party after he is of full age, he will be liable, although the bill was drawn on him while an infant (d).

Feme Covert.-A feme covert cannot bind herself by drawing a bill of exchange. This proposition falls within the general rule of law, which permits married women to avoid all contracts made by them during their coverture. To this rule there are some exceptions, which are stated under title "Baron and Feme,” sect. II. ante, p. 326. The interest in a bill of exchange or note given to a feme covert, vests in her husband, and he must indorse it (e). Where a promissory note is given to a married woman, the husband may sue on it, in his own name only, and then a debt due to the maker from the wife dum sola cannot be set of (f). But if the husband die without having reduced it into possession, the note belongs to the wife, and not to the husband's executors, and she must bring the action (g). A promissory note made payable to a woman who is married at the time of the making, passes by the indorsement of the husband alone, during the coverture (h). If a

(t) Lindus v. Melrose, 27 L. J., Exch. 326; see also Eastwood v. Bain, 7 Week. Rep. 90.

(u) Williams v. W. Harrison and R. Harrison, Carth. 160.

(x) Williamson v. Watts, 1 Campb. 552, Sir J. Mansfield, C. J.

(y) Byles on Bills, 7th Edit. 51; Harris v. Wall, 1 Exch. 122.

(z) Grey v. Cooper, B. R. E. 22 Geo. III. M. S.; S. C., more fully reported, 3 Doug. 65. (a) Taylor v. Croker, 4 Esp. N. P. C. 187; and per Lord Hardwicke, in Haly v.

Lane, 2 Atk. 181, 2, S. P.

(b) Pitt v. Chappelow, 8 M. & W. 616. (c) Taylor v. Croker, and Haly v. Lane, supra.

(d) Stevens v. Jackson, 4 Campb. 164. (e) Barlow v. Bishop, 1 East's R. 432. (f) Burrough v. Moss, 10 B. & C. 558. (g) Betts v. Kimpton, 2 B. & Ad. 273; Howard v. Oakes, 3 Exch. R. 136. As to what is a reduction into possession, see Scarpellini v. Atcheson, 7 Q. B. 864; and Hart v. Stevens, 6 Q. B. 937.

(h) Mason v. Morgan, 2 A. & E. 30.

promissory note is made payable to a married woman, and she indorses it for value in her own name, and the maker afterwards promises to pay it, in an action against him by the indorsee, it will be presumed, that the nominal payee had authority from her husband to indorse the note in that form, and the indorsement will be considered as vesting a legal title to the note in the plaintiff (¿). So under the husband's authority she may indorse in her own name (k).

In M'Neilage v. Holloway, 1 B. & A. 218, it was held that a husband might sue alone on a bill of exchange made payable to the wife dum sola, though she had not endorsed it; he having reduced it into possession by bringing the action (1).

Agent.-Bills of exchange may be drawn, accepted, or indorsed, by means of the agent or attorney of the party. An agent or attorney for this purpose may be constituted by parol. In such case the principal is said to draw, accept, or indorse by procuration. The words "per procuration" are an express intimation of a special and limited authority; and a person who takes a bill so drawn, accepted, or indorsed, is bound to inquire into the extent of the authority (m). Such an authority may be implied from circumstances (n).

Agents should be cautious how they accept bills directed to them personally, and not to their principals, although such direction describe them in their official characters; for in such case, if they accept in their own name, they will become personally responsible; as appears from the following case:-The plaintiff was indorsee of a bill of exchange, drawn from Scotland upon the defendant in these words, "At thirty days' sight pay to J. S., or order, 2001., value received of him, and place the same to account of the York Buildings' Company, as per advice from Charles Mildmay. To Mr. Humphrey Bishop, cashier of the York Buildings' Company, at their house in Winchester Street, London. Accepted per H. Bishop." The bill not having been paid, an action was brought against defendant upon his acceptance: at the trial he proved, that the letter of advice was addressed to the company; and that, the bill having been brought to their house, defendant was ordered to accept it, which he did in the same manner as he had accepted other bills. Page, J., directed the jury to find for the plaintiff; which they did accordingly. On motion for a new trial, the court held the direction right; "for the bill on the face of it imported to be drawn on the defendant, and it was accepted by him generally,

(i) Cotes v. Davis, 1 Campb. 485.

(k) Prestwick and another v. Marshall, 7 Bingh. 565.

(1) See Gaters v. Madeley, 6 M. & W. 423; and Hart v. Stephens, 6 Q. B. 943.

(m) Alexander v. Mackenzie, 6 C. B. 766.

(n) See Llewelyn v. Winckworth, 13 M. & W. 598.

-as

and not as servant to the company, to whose account he had no right to charge it until actual payment by himself. And this being an action by an indorsee, it would be of dangerous consequence to trade, to admit evidence arising from extrinsic circumstances the letter of advice. And this differed widely from the case of a bill addressed to the master, and underwritten by the servant: where undoubtedly the servant would not be liable, but his acceptance would be considered as the act of the master. A bill of exchange is a contract by the custom of merchants, and the whole of that contract must appear in writing. In this case there was nothing in writing to bind the company, nor could any action be maintained against them upon the bill: for the addition of cashier to defendant's name was only to denote the person with certainty; the direction to whose account to place it was for the use of the drawee only." Judgment for the plaintiff (o). Where the defendant, in the absence of his brother, who was liable to give the plaintiff a bill for goods supplied, signed it in his own name; it was held, that he was personally liable, the debt of a third person being a sufficient consideration for which a party may bind himself by bill, and the consideration need not be such as would enable the plaintiff to sue on a special contract (p). But where A. entered into and signed an agreement as agent of B., and B. shortly afterwards signed it with the words "I hereby sanction this agreement, and approve of A.'s having signed it on my behalf;" it was held that A. was not personally liable (q). An agent to a country bank to whom the plaintiff sent a sum of money in order to procure a bill upon London, drew in his own name, for the amount upon the firm in London, the two firms being the same: it was held, that the agent was liable as drawer, although plaintiff knew that he was agent, and supposed that the bill was drawn by him as such, and on account of the country bank, to which the agent paid over the money (r). A power of attorney authorizing an agent to demand, sue for, recover, and receive by all lawful ways and means whatsoever, all monies, debts, dues whatsoever, and to give sufficient discharges, does not authorize him to indorse bills for his principals (s).

Partners. By the custom of England, where there are joint traders, and one of them accepts a bill drawn on them for himself and partner, such acceptance binds all the partners, if it concerns the trade; otherwise, if it concerns the acceptor only, in a separate and distinct interest (t). The implied authority of one partner to bind another by bills of exchange is by the custom and law of merchants, and is confined to partnerships, other than mining and

(o) Thomas v. Bishop, Str. 955; Ca. Temp. Hardw. 1, S. C. See also Mare v. Charles, 25 L. J., Q. B. 119.

(p) Sowerby v. Butcher, 2 Cr. & M. 368. (q) Spittle v. Lavender, 2 Brod. & Bingh. 452.

(r) Leadbitter v. Farrow, 5 M. & S. 345. (s) Murray v. The East India Company, 5 B. & A. 204; Davidson v. Stanley, 3 Scott's N. R. 49; 2 M. & Gr. 721. (t) Pinkney v. Hall, Salk. 126.