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follows: At thirty days' sight, pay to J.S., or order, £200 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.' The defendant accepted it as follows: Accepted 13th June, 1832, per H. Bishop.' The bill being dishonoured when due, an action was brought against Bishop personally, and it was held that he was personally liable on the acceptance. The only point of doubt is, whether a bill so drawn is not to be deemed as drawn on the cashier officially, and accepted by him officially; and therefore as excluding a personal responsibility. Suppose a cheque drawn on the cashier of a bank as such, and accepted by him, would he be personally responsible on the acceptance, or would the bank be responsible? Drafts drawn on, and accepted by, cashiers of banks, are usually treated as official transactions and binding on the bank, and not merely on the cashier personally.
"In Shelton v. Darling (2 Connecticut Reports), a bill was drawn on an agent as follows: 'A. B., agent of the Commission Company, ninety days after date, please to pay to our order two thousand dollars, value received, and charge to account. Your obedient servants, D. and C.' On which there was an acceptance as follows: Accepted, A. B., agent, C. C.' It was held that A. B. was not personally liable thereon, although it was proved
that he procured the bill to be drawn and to be discounted for his own use."-Story, on "The Law of Agency," page 231.
Several cases are in conformity with these views; thus it has been held, that if one partner in a bank signs the notes of the firm, he is not separately liable. Ex parte Buckley re Clarke (14 L. J. (Ex.) 341). See also Downman v. Jones (14 L. J. (Q.B.) 226); Jenkins v. Hutchison (18 L. J. (Q.B.) 274). In Other v. Iveson (24 L. J. (Ch.) 654), it was held that a cheque signed by three persons created a joint and not a several liability. A person who signed as secretary for a company was held not personally liable (Alexander v. Sizer, 38 L. J. (Ex.) 69). But, on the other hand, in Gray v. Raper (1 L. R. (C. P.) 694), the executive committee of a co-operative society who signed as such was held liable; and in Courtauld v. Saunders (16 L. T. (N.S.) 562), it was held that an equitable plea by the directors of a company, that the form of the document was a mistake, and that they did not intend to bind themselves personally, could not be supported, because the payee maintained that he had always relied on their personal liability.
A clerk who draws a cheque in the name of his master, and by his authority, is not liable on it: Wilson v. Barthrup (1 Jur., 949).
The Act for regulating joint-stock banks--7 & 8 Vict., c. 113-after providing that bills of exchange and other instruments are to be signed by a particular officer on behalf of the company,
declares, by section 22, that "nothing therein contained shall be deemed to make any such officer liable upon such bill of exchange or promissory note, to any greater extent, or in a different manner, than upon any other contract signed by him on behalf of such company"; but that such company shall be liable thereon, as fully as if their common seal had been affixed. This Act is repealed by "The Companies Act, 1862," but sec. 206 seems to preserve the privileges and rights of companies then established. By 30 & 31 Vict.,c. 131, s. 37, any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company. As to the power of a board to authorize certain of their body to draw cheques, see Ex parte Maitland (23 L. J. (Ch.) 140).
3. When the drawer is an assignee in bankruptcy, or a trustee.
A creditor who had proved his debt under a commission, petitioned for payment, by one of the two assignees, of his dividends which had been. declared under this commission. The commission issued in November, 1819; and Brind and Shackell were duly chosen assignees, and the usual assignment executed by them. On the 18th of December, 1819, the petitioners proved
a debt of £152. 8s. 6d., which, by payment of one of the bills of exchange which were securities for the debt, was subsequently reduced to £101. 12s. 4d. On the 17th of June, 1820, a dividend of 3s. in the pound, and on the 23rd of June, 1821, a further dividend of 2d. in the pound, were declared; and such dividends amounted to the sum of £16. 6s. on the said sum of £101. 12s. 4d. Shackell had become bankrupt; and the petition prayed payment by Brind of the sum of £16. 6s. Assets of the bankrupt were regularly in the hands of the bankers appointed by the creditors, in the joint names of Brind and Shackell. Upon the declaration of the dividends, Brind signed cheques upon the bankers, purporting to be the joint cheques of himself and Shackell, for the dividend of each creditor, and delivered them to Shackell, who undertook to affix his signature, and to distribute the cheques to the creditors as they applied for the same. The creditors were very numerous; and all of them, except the petitioners and four or five others, whose debts were very small, duly applied for and were paid their dividends. The petitioners delayed their application until April, 1824, and at that time Shackell had become bankrupt; and it appeared that the cheques for the dividends of the petitioners had been signed by Shackell, and deposited by him in a desk, from which they had been fraudulently taken by one of his clerks, and that they had been paid by the bankers.
It was contended that Brind was answerable"; and that by surrendering the whole power over the funds to Shackell, he had deprived the creditors of the security they had provided and facilitated the commission of the fraud which had occurred.
The Vice-Chancellor-" If the question had been whether Shackell was answerable for the amount of these dividends, it might have admitted of little doubt. It does not appear that he dealt so providently with these cheques as he ought to have done. Whether Brind is to be responsible for them, is a very different question. It is true that the assignees are trustees, who have only a joint and not a separate authority; and if, by the act of one assignee out of the course of his duty, the trust property is placed within the single power of the other assignee, there is no doubt but both are liable. Here it was not to be expected that the assignees were to meet upon the application of every creditor for the purpose of signing and delivering his dividend cheque. Such a course of proceeding would have been highly inconvenient to the creditors themselves. It is not the practice of bankers to receive the dividend cheques, and to pay each creditor upon his application; the trouble is greater than they are willing to undertake. Of necessity, therefore, some single person is to be selected for the distribution of these cheques; and it is obvious that there is greater security if one of the assignees will undertake