there is no such day in the month in which it is § 14. made payable, in which case it becomes due on the last day of that month-with the addition in all cases, of the days of grace. R. S. C. c. 123, s. 1.

This sub-section is not in the Imperial Act, but it corresponds with the English usage: Chalmers, p. 35; also with that of the United States: 1 Daniel, § 624. When enacted in Canada in 1872, the preamble of the Act stated that doubts existed on the point: 35 Vict. c. 10. The last clause of the sub-section as found in the present Act differs from that in the previous Acts which read: "with the addition, in all cases, of the days of grace allowed by law." By section 14 days of grace are only allowed "where the bill itself does not otherwise provide." Notwithstanding the clause as it now stands says that they shall be allowed "in all cases," it is hardly to be presumed that it would be held to apply, say to a bill made at a month after date "without grace." The rule will sometimes make bills of different dates on their face having an equal time to run, mature on the same day. For instance, four bills dated respectively, December 28th, 29th, 30th, and 31st, 1890, payable two months from date, would fall due on the 3rd of March, 1891. If made on the same dates in 1891, the first would fall due on the 2nd of March and the other three on the 3rd of March, 1892, on account of 1892 being a leap year.

"Days of Grace."-What was at first a real grace or indulgence granted for the payment of foreign bills subsequently passed into a right. Later it was extended to inland bills, and finally by the Statute of Anne (1704) promissory notes were placed on the same footing. It was held in Wiffen v. Roberts, 1 Esp. 262 (1795), that presentment on the second day was invalid. In England, the United

$16.

Limiting liability.

Waiving holder's duties.

The ordinary liability of the drawer to the holder is that if the bill be dishonored and due notice given he will compensate the latter section 55. He is in a senseafter acceptance surety for the acceptor. The ordinary liability of an indorser to the holder is similar; and he is in the nature of a new drawer section 55, s-s. 2. The drawer may stipulate that he shall not be liable on the bill, and then the holder must look alone to the acceptor, and to any indorser who may be liable to him. Or the drawer may limit his liability as to amount or otherwise, and any indorser may do the same. In practice it is not common for drawers to make such a stipulation; indorsers frequently do so. The form in which the latter generally negative liability is by writing before their indorsement the words sans recours," or "without recourse." For all practical purposes an indorsement "without recourse may be placed upon the same footing as a note payable to bearer or transferred by delivery. The party so making the transfer does not thereby incur the obligation or responsibility of an indorser: Dumont v. Williamson, 2 U. C. L. J. N. S. 219 (1866); Goupy v. Harden, 7 Taunt. 163 (1816); Rice v. Stearns, 3 Mass. 224 (1807); Ticonic Bank v. Smiley, 27 Me. 225 (1847); Harley v. Falconer, 32 Ala. 536 (1858); Hannum v. Richardson, 48 Vt. 508 (1875).

The duties of a holder of a bill to a drawer or indorser are to present it for acceptance and payment, or for payment only, according to its tenor, and in case of dishonor to give due notice to the drawer and indorsers, as provided in sections 39 to 52 inclusive. The drawer or any indorser may relieve the holder from these obligations. The usual form of effecting this is by using the words "return without protest," "protest waived," or "notice of dishonor waived." In the United States it has been held that where the waiver is embodied in the instrument itself, it enters into the contract of every party who signs it:

Bryant v. Merchants Bank, 8 Bush (Ky.) 43 (1871); § 16. Bryant v. Lord, 19 Minn. 397 (1872); Parshley v. Heath, 69 Me. 90 (1879); Pool v. Anderson, 116 Ind. 94 (1888); Daniel, §§ 1092, 1093. Such is also the law of France: Cass. 9th Nov. 1870, Dalloz 70, 1, 350. Our statute would appear to contemplate the restriction of the waiver to the drawer or indorser who expressly waives any of the holder's duties as regards himself."

46

of accep

17. The acceptance of a bill is the signification Definition by the drawee of his assent to the order of the tance. drawer: Imp. Act, s. 17 (1).

When the drawee writes his name on the bill and delivers it or gives notice he becomes the acceptor and his act is irrevocable: section 21. No one can accept a bill except the drawee or an authorized agent, save the referee in case of need, or an acceptor for honor: sections 14 and 64. Before the law was so strict in requiring an acceptance to be signed by the acceptor, there was also laxity in other respects as will be seen from some of the illustrations given below.

In some instances where a bill is drawn upon the officer of a corporation it is frequently difficult to decide whether the drawee is the corporation or the officer individually. As will be seen from some of the illustrations below the tendency has been to hold the officer personally liable. The maker of a promissory note usually corresponds to the acceptor of a bill. The decisions regarding promissory notes made by officers of corporations show that personal liability is less readily presumed than in the case of bills. The difference arises largely from the rule of the present section that it is the drawee who must accept a bill.

Where a bill is addressed to à firm it is the same in effect as though addressed to all the partners, and the

$17.

Requisites of acceptance.

In writing.

14. A bill addressed to the "B. Co." is accepted thus,"J. S. and H. T., directors of the B. Co." This is an acceptance by the company and not by the directors personally: Okell v. Charles, 34 L. T. N. S. 822 (1876).

66

15. A bill addressed to J. B., agent of the L. Co." is accepted thus," Accepted on behalf of the company.-J. B." He is personally liable as acceptor: Herald v. Connah, 34 L. T. N. S. 885 (1876); Mare v. Charles, 5 E. & B. 978 (1856).

16. A bill was drawn on a firm in liquidation, and the agent who was winding it up accepted it for his own purposes, in the name of one of the former partners, and in his own. Held, that the former partner was not liable: Odell v. Cormack, 19 Q. B. D. 223 (1887).

2. An acceptance is invalid unless it complies with the following conditions, namely:

(a.) It must be written on the bill and signed by the drawee. The mere signature of the drawee without additional words is sufficient;

(b.) It must not express that the drawee will perform his promise by any other means than the payment of money: Imp. Act, s. 17, (2).

(4) It

(a) "According to the law merchant, an acceptance may be (1) expressed in words, or (2) implied from the conduct of the drawee. (3) It may be verbal or written. may be in writing on the bill itself or on a separate paper. (5) It may be before the bill is drawn or afterwards. Acceptance by telegram has been held sufficient": Daniel, $496. In nearly all countries these provisions have been restricted by statute.

It was held in England that the Statute 3 & 4 Anne, c. 9, which was intended to require a written acceptance of inland bills had not that effect: Wilkinson v. Lutwidge, 1

Str. 648 (1726); Lumley v. Palmer, 2 Str. 1000 (1735); § 17. Pillans v. Van Microp, 3 Burr. 1663 (1765). The Act 1 & 2 Geo. 4, c. 78, was passed to make a written acceptance necessary in such cases, and the Mercantile Amendment Act, 1856, 19 & 20 Vict. c. 97, s. 6, required an acceptance on any bill, foreign or inland, to be in writing and signed by the drawee. It was held in Hindhaugh v. Blakey, 3 C. P. D. 136 (1878) that the signature alone of the acceptor was not sufficient, and, the Bills of Exchange Act, 1878, 41 & 42 Vict. c. 13, was passed to declare the mere signature sufficient.

In Lower Canada a parol acceptance was formerly held to be sufficient: Lagueux v. Everett, 1 Rev. de Leg. 510 (1817); Jones v. Goudie, 2 Rev. de Leg. 334 (1820). The Act of 1849 required an acceptance to be in writing on the bill, and this was subsequently embodied in the Civil Code, Art. 2292. The same law was introduced into Upper Canada by 7 Wm. 4, c. 5; into Nova Scotia by 28 Vict. c. 10; into New Brunswick by 6 Wm. 4, c. 49; and into Prince Edward Island, by 27 Vict. c. 6.

These various provisions were consolidated and made applicable to the whole Dominion in section 4 of chapter

123 of the Revised Statutes of Canada. It is in effect reproduced in the first part of the above clause which says, "It must be written on the bill." As to what is a writing, and what is recognized as a signature, see notes on section 3, ante pp. 36 and 39.

bill.

The acceptance and signature of the drawee are usually Where on written across the face of the bill; but its direction and position are immaterial, provided it appear that it was meant to be an acceptance. It may be below the drawee's name or above it, and parallel to it, or it may even be on the back of the bill: Young v. Glover, 3 Jur. N. S. 687 (1857); 1 Daniel § 498.