CHAPTER only (m). And it has been held, that if the secretary's name is countersigned as secretary, he also is liable (n). V. Of companies completely registered under the 7 & If a bill be drawn on several trustees or directors who have power to bind each other, an acceptance by one in his own name is the acceptance of all (o). Notice of a fact to one member of a joint-stock company is not notice to all (p), as in the case of a private partnership. A bill drawn on the agent of a joint-stock company, he being a member of it, and accepted by him per procuration for the company, binds him personally as a member (9). The stat. 7 & 8 Vict. c. 110, s. 45 (since repealed), enacted that where the directors were authorized by deed of settlement or bye-law to issue or accept bills or notes, they 8 Vict. c. 110. should be made or accepted by two directors, and expressed to be made or accepted on behalf of the company, and countersigned by the secretary. That they might be indorsed in the name of the company by any officer authorized by deed or bye-law. That on instruments properly made the company might be sued, but the signing officers were not liable. Deed notice to persons dealing with the company. The liability of a company formed under this act could not be limited by the deed of settlement (r), and a proviso in a bill of exchange limiting the liability is repugnant and void (s). On this statute it was held that an acceptance in this form, "A. and B., directors appointed by resolution to accept this bill," was an acceptance within the statute (1). The registered deed, or, as it is now, memorandum, is notice of its contents to all who deal with the company (u). Exch. 8; 3 Exch. 3. See also (m) Lindus v. Melrose, 27 L. J., (n) Bottomley v. Fisher, 31 L. J., Exch. 417; 1 H. & Colt. 211. (0) Jenkins v. Morris, 16 M. & W. 877. (p) Powles v. Page, 3 C. B. 31; Steward v. Dunn, 12 M. & W. 664; In re Peru Railway Com pany, L. R., 2 Chan. Ap. 617. (9) Nichols v. Diamond, 9 Exch. 154. (r) Gordon v. Sea Fire Society, 1 H. & N. 599; Re Sea Fire and Life Society, 3 De G., M. & G. 459. See also Peddell v. Gwynn, 1 H. & N. 500. A company formed under that Act may be re-registered under the later Acts. (s) Re State Fire Insurance Company, 32 L. J., Chan. 300. (t) Halford v. Cameron Coal Company, 20 L. J., Q. B. 160; 16 Q. B. 442; Edwards v. Cameron Coal Company, 6 Exch. 269. (u) Ridley v. Plymouth Company, 2 Exch. 711; Balfour v. V. The statute 25 & 26 Vict. c. 89, s. 47, amended by 30 & 31 CHAPTER Vict. c. 131, enacts, that bills and notes made, accepted or indorsed in the name of the company, by any person acting of companies under the authority of the company, express or implied, registered shall bind the company (x). But if any person on behalf of a limited company registered under the act signs or indorses a bill, cheque or note on which the name of the company is not duly mentioned, he is liable to a penalty of 50l., and is moreover made personally responsible to the holder (y). Where two directors and the secretary of a company incorporated under local acts, without power to accept bills, accepted for the company in their own names a bill drawn on the company, they were held personally liable on the implied representation of authority (2). By the 25 & 26 Vict. c. 89, s. 95, official liquidators appointed under that act have power, with the sanction of the Court, to draw, accept, make or indorse bills and notes in the name and on behalf of the company. By sect. 133, the same, or perhaps wider, powers are conferred on liquidators appointed under a voluntary winding-up. But one cannot accept on behalf of all, even under a resolution to that effect (a). under the acts of 1862 and 1867. OFFICIAL If persons who fill official situations, as churchwardens, BILLS SIGNED overseers, surveyors, commissioners, managers of joint- BY PERSONS stock banks, agents and secretaries to companies, and the FILLING like, give bills or notes on which they describe themselves SITUATIONS. in their official capacity, they are nevertheless personally liable. Thus, drafts on a banker, signed by commissioners under an inclosure act "as commissioners," bind the com Ernest, 28 L. J., C. P. 170; 5 C. B., N. S. 601; Royal British Bank v. Turquand, 6 E. & B. 327; Ashbury & Co. v. Riche, 44 L. J., Ex. 185; L. R., 7 H. L. 653. (x) Lindus v. Melrose, supra. As to what is a making in the name of the company, see further, Aggs v. Nicholson, 1 H. & N. 165. (y) Sect. 42. Atkins v. Wardle, 58 L. J., Q. B. 377. By sect. 5 the company must be described as "limited." Penrose v. Martyr, E., B. & E. 499; 28 L. J., Q. P. 28. But it seems he is not liable as acceptor of a bill drawn on the company. Eastwood v. Bain, 28 L. J., Ex. 74; 5 H. & N. 738. Quare, whether he might not be (z) West London Bank v. Kitson, (a) See sub-section 6, and Ex parte Birmingham Bank, L. R., 3 Chan. Ap. 651, where the billholders, however, were allowed to prove for money advanced. Ex parte Agra & Masterman, L. R., 6 Chan. Ap. 206, decided the CHAPTER missioners personally (b). So does a promissory note given by A. and B. as churchwardens and overseers (c). V. Bills given to them. LOAN SOCIETIES. So it is conceived that the legal interest in a bill or note given to an officer by his name of office, vests in the person who happens to fill the office at the time. Thus, a note given to the manager of a joint-stock banking company vests at law in the person who fills that office when the note is given (d). And where a note was made payable to the trustees acting under A.'s will, parol evidence was held admissible to show who they were and what the trusts were (e). A bill or note payable at a certain time after date to the secretary or other officer for the time being of a company was formerly void, the payee being uncertain at the time of making, but now such a bill or note is valid (ƒ). The manager, as well as any other bona fide holder, may of course sue in his own name on any bills indorsed in blank belonging to a banking company (g). And where a note was given to the treasurer of a loan society for the time being, under the 5 & 6 Will. 4, c. 28, neither the treasurer when the note was given, nor his successor in office, could maintain an action on the note, for the additional reason that the acts of parliament establishing loan societies, contemplated proceedings by complaint before a justice of the peace (h). But by the 3 & 4 Vict. c. 110, ss. 16 and 17, the treasurer or clerk for the time being may sue on such a note in any county court or court of conscience or request (i). same point as to renewed bills. (b) Eaton v. Bell, 5 B. & Al. (c) Rew v. Petit, 1 Ad. & E. 196; 3 Nev. & N. 456, nom. Crew v. Petit; Price v. Taylor, 29 L. J., Ex. 331; 5 H. & N. 540; and vide ante, p. 42. The personal liability of churchwardens and overseers is not transferred to their successors by the 11 & 12 Vict. c. 91. See Chambers v. Jones, 5 Exch. 229. (d) Robertson v. Sheward, 1 M. & Gran. 511; 1 Scott, N. R. 419. (e) Megginson v. Harper, 4 Tyrwh. 96; 2 Cr. & M. 322. (f) Storm v. Stirling, 3 E. & B. 832; Yates v. Nash, 29 L. J., C. P. 306; 8 C. B., N. S. 581. But a promissory note to the trustees of a chapel or their treasurer for the time being was held good, for the trustees were held to be the payees and the treasurer merely an agent. Holmes v. Jaques, L. R., 1 Q. B. 376. See the Chapter on IRREGULAR INSTRUMENTS. Code, s. 7 (2). (g) Law v. Parnell, 30 L. J. 17; 7 C. B., N. S. 282. (h) Tims v. Williams, 3 Q. B. 413. The justices must order payment forthwith, for they cannot postpone the time for payment of the note. Parker v. Boughey, 31 L. J., Mag. Ca. 272. (i) See, too, 38 & 39 Vict. c. 60, s. 21. written. BILLS of exchange and promissory notes are usually, but On what subit is apprehended not necessarily, written on paper. It is stance to be conceived that they might be written on parchment, linen, cloth, leather, or any other convenient substitute for paper, not being a metallic substance (a). They may be written in any language, and in any form In what of words. language. A bill or note, or any other contract, may be printed or Bills or notes written, and in pencil, as well as in ink. "There is," says may be Abbott, C.J., "no authority for saying, that when the law printed or requires a contract to be in writing, that writing must be pencil. (a) See post, as to Metallic Tokens. written in VI. CHAPTER in ink. There is not any great danger that our decision will induce individuals to adopt the mode of writing by pencil in preference to that in general use. The imperfection of this mode of writing, its liability to obliteration, and the impossibility of proving it when so obliterated, will prevent its being generally adopted" (b). Contracts written and signed in pencil are constantly admitted as written contracts at Nisi Prius (c), and testamentary writings in pencil often in the Ecclesiastical Courts (d). Signature by a mark. Superscription of the place where made. Date. The signature or indorsement of negotiable instruments may be by a mark (e). It is proper, though not necessary, to superscribe the name of the place where a bill or note is drawn or made; but an instrument is not invalid by reason that it does not specify the place where it is drawn or made, nor where it is payable (ƒ). Neither is a date in general essential to the validity of a bill or note; and if there be no date, it will be considered to be dated as of the time at which it was made, or rather issued (g); it may also be antedated, postdated, or dated on Sunday or presumably other non-business day (h). (b) Geary v. Physic, 5 B. & C. 234; 7 Dow. & R. 653. (c) Jeffery v. Walton, 1 Stark. 267. (d) Rhymes v. Clarkson, 1 Phil. 22; Green v. Skipworth, 1 Phil. 53; Dickenson v. Dickenson, 2 Phil. 173. (e) George v. Surrey, 1 M. & M. As to acceptance, see post, (f) Code, s. 3 (4) c. Cheques, (g) At least if the bill reserve interest without more, the interest runs from the date of issue. Code, s. 9 (3); De la Courtier v. Bellamy, 2 Show. 422; Hague v. French, 3 B. & P. 173; Giles v. Browne, 6 M. & S. 73. Parol evidence has been held admissible to show from what time an undated instrument was intended to operate. Davis v. Jones, 25 L. J., C. P. 91; 17 C. B. 625. Under the old pleading, if it was stated to have been drawn on a particular day, but the declaration did not state the date appearing on the bill, that was sufficient on a motion in arrest of judgment, or on demurrer. Ibid. (h) Code, s. 13 (2); Passmore v. North, 13 East, 517; Austin v. Bunyard, 27 L. J. 217; Forster v. Mackworth, L. R. 2 Ex. 163; 36 L. J. 94; Emmanuel v. Roberts, 9 B. & S. 121; Bull v. O'Sullivan, L. R. 6 Q. B. 209; 40 L. J. 141; Gatty v. Fry, L. R. 2 Ex. D. 265. As to Sunday formerly, see Begbie v. Levi, 1 C. & J. 180. Under the old Acts a bill or note could not be postdated, so as in effect to |