3. A manufacturing company will be presumed to be a § 22. trading corporation and capable in law of making a promissory note: Farrell v. Oshawa Manufacturing Co., 9 U. C. C. P. 239 (1860).

4. Debentures or coupons cannot be considered promissory notes when the company which issues them has no authority to make notes: Geddes v. Toronto Street Ry. Co., 14 U. C. C. P. 513 (1864).

5. A building society, incorporated under C. S. U. C. c. 53, may make promissory notes: Snarr v. Toronto Permanent Building and Savings Society, 29 U. C. Q. B. 317 (1869).

Held, that assuming defend

6. The defendants desiring to raise money drew a bill and requested plaintiffs to indorse it for their accommodation, which plaintiffs did. Defendants got it discounted but failed to meet it and the plaintiffs had to pay it. ants had no power to draw the bill, they were nevertheless liable to plaintiffs as for money paid for them: Brockville and Ottawa Ry. Co. v. Canada Central Ry. Co., 41 U. C. Q. B. 431 (1877).

7. Where the holders of a note sued the president of a club personally on a note of the club signed by him as president, on the ground among others that the club had no power to make notes, it was held that this was a matter of law known to plaintiffs as well as defendant, and they had accepted it as a note of the club, which had never repudiated liability: Bank of Ottawa v. Harrington, 28 U. C. C. P. 488 (1878).

8. A municipal corporation has no power to make a promissory note, and a note given by the secretary-treasurer in its name in settlement of a judgment is null: Pacaud v. Halifax South, 17 L. C. R. 56 (1866).

9. A promissory note of a municipal corporation held good: Ledoux v. The Municipality of Mile End, 2 L. N. 37 (1878).

10. Municipal corporations have not the right to make notes or accept bills: Martin v. City of Hull, 10 R. L. 232 (1878).

11. A municipal corporation will be condemned to pay the amount of a promissory note signed by the mayor and secretary

§ 22. treasurer in the name of the corporation, where it is neither alleged nor proved that the note was given without consideration Corporation of Grantham v. Couture, 24 L. C. J. 105 (1879).

indorsing

not compe

tent.

12. Where the by-laws of a company require notes to be signed by the president and vice-president, and counter-signed by the treasurer, a note payable to the order of the company indorsed by the vice-president alone and delivered to a creditor for a private debt is not binding on the company: Mechanics' Bank v. Bramley, 25 L. C. J. 256 (1879).

13. A building society not specially authorized to make notes held liable to an indorsee for value: Société de Construction du Canada v. La Banque Nationale, 3 L. N. 130; 24 L. C. J. 226 (1880).

14. The by-laws of a mutual assurance company gave the president the management of its affairs, and it was his duty to sign all notes authorized by the board or by the by-laws. He gave a note in the name of the company in settlement of a loss. The company was held liable to a holder in due course: Jones v. Eastern Townships Mutual Fire Ins. Co., M. L. R. 3 S. C. 413 (1887).

15. The chairman and secretary-treasurer of a board of school commissioners have no right to give a note for a debt of the board without special authorization: Letellier v. School Commissioners of Ouiatchouan, 16 R. L. 449 (1888).

Drawing or 2. Where a bill is drawn or indorsed by an by person infant, minor, or corporation having no capacity or power to incur liability on a bill, the drawing or indorsing entitles the holder to receive payment of the bill, and to enforce it against any other party thereto. Imp. Act, s. 20 (2).

It is not necessary to the validity of a bill that the drawer or indorsers should be liable. The drawer or any indorser may insert an express stipulation negativing his

liability to the holder: section 16. As to estoppel of the § 22. drawer, acceptor, or indorser of a bill as to certain other parties to the bill, see sections 54 and 55.

Women.

It is to be observed that a married woman is not Married. included in the list of incompetent persons who may become parties to a bill and render others liable thereon without incurring liability themselves. The clause is taken without change from the Imperial Act, and in England she is now practically in the same position as if unmarried. In Quebec, if not separate as to property, she could not validly pass the property in a bill payable to her order, without the authorization of her husband, except as against an acceptor, drawer, or indorser, who is precluded from denying it under sections 54 and 55. See C. C. Art. 177.

ILLUSTRATIONS.

1. The holder of a note, payable to a certain society or bearer, may recover from the maker, even although the society has no power to endorse or transfer notes: Hammond v. Small, 16 U. C. Q. B. 371 (1858).

2. A husband, who made a note payable to the order of his wife, is liable to her indorsee: McIver v. Dennison, 18 U. C. Q. B. 619 (1859).

3. An indorser pour aval cannot set up as a defence that the note is null because the maker, a married woman, was not authorized by her husband: Norris v. Condon, 14 Q. L. R. 184 (1888).

4. In an action against an acceptor by an indorsee, it is no defence that the drawers and payees were infants: Taylor v. Croker, 4 Esp. 187 (1803).

5. The infancy of the payee is no answer in an action by the indorsee against the drawer: Grey v. Cooper, 3 Douglas 65 (1782); Lebel v. Tucker, 8 B. & S. 833 (1867); Nightingale v. Withington, 15 Mass. 272 (1818).

$ 23.

23. No person is liable as drawer, indorser, or Signature acceptor of a bill who has not signed it as such: to liability. Provided that

essential

Exceptions (a.) 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;

"Person" defined.

(b.) 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. Imp. Act, s. 23.

The first part of this section should be read in connection with section 56, which provides that when a person signs a bill otherwise than as a drawer or acceptor, he thereby incurs the liability of an indorser to a holder in due course, and is subject to all the provisions of the Act respecting indorsers. The same rule would apply to the maker and indorsers of a promissory note: section 88. It probably represents correctly the former law in England, and also in the provinces other than Quebec, where an aval would be an exception. For a consideration of this point see the notes on section 56.

If an agent become a party to a bill in his own name, his undisclosed principal cannot be made liable on the bill: Beckham v. Drake, 9 M. & W. 92 (1841); re Adansonia Co. 43 L. J. Ch. p. 734 (1874). As between the immediate parties he may nevertheless be liable on the consideration.

"Person" here includes any body corporate and politic, or party, and the heirs, executors, administrators or other legal representatives of such person: C. S. C. c. 1, s. 7, (22). It is not necessary that the person to be charged should have signed with his own hand, it is sufficient if his name be signed by some other person by or under his authority: section 90;

and in the case of a corporation that it be executed by the § 23. proper officers, or under the corporate seal, although the Act does not require the bill or note of a corporation to be under seal.

As to the personal liability of officers of corporations who purport to draw, indorse or accept on behalf of the corporation, see notes on section 26.

As to what is a sufficient signature to a bill see the note on section 3, p. 39.

With regard to promissory notes executed before a notary in the province of Quebec, and which are not signed by the makers, see note on section 82.

ILLUSTRATIONS.

1. A. made a note payable to B. or order, and C. wrote his name on the back, but B. did not endorse. Held, that C. could not be held liable as a new maker: Steer v. Adams, 6 U. C. O. S. 60 (1839); Jones v. Ashcroft, 6 U. C. O. S. 154 (1841).

2. A party indorsing his name on the back of a note not negotiable, or if negotiable not indorsed by the payee to whose order it is made, is not responsible to the payee as maker, indorser or guarantor: West v. Bown, 3 U. C. Q. B. 290 (1847); Thew v. Adams, ibid., 291 (1840); Wilcocks v. Tinning, 7 U. C. Q. B. 372 (1850).

3. A. made a note payable to B. or bearer, D. indorsed it and was held liable to B. as holder of the note: Vanleuven v. Vandusen, 7 U. C. Q. B. 176 (1849).

4. A husband is not liable on a note made by his wife in her own name, although she was acting as his agent in the transaction: Ross v. Codd, 7 U. C. Q. B. 64 (1850).

5. Defendant indorsed in blank as security for the maker a promissory note, payable to plaintiff, but not negotiable. Held, that defendant was not liable as a maker: McMurray v. Talbot, 5 U. C. C. P. 157 (1856).