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§ 19. bills payable at a banker's had become general and was found to be a great convenience. If this were held to be a qualified acceptance it would require the assent of the drawer and indorsers. To overcome the effect of the decision in Rowe v. Young, the Act 1 & 2 Geo. 4, c. 78 was passed, declaring an acceptance to pay at a particular place a general acceptance, unless made payable there "only and not otherwise or elsewhere." Clause (c) of section 19 of the Imperial Act above quoted is a reproduction of this Act. A similar Act applicable also to promissory notes was passed in Upper Canada 1837 as 7 Wm. 4, c. 5. This was embodied in the Con. Stat. U. C. c. 42, as sections 5 and 6, and appears in chapter 123 of the Revised Statutes of Canada, 1886, as section 16, but remained applicable to Ontario alone, and was repealed by the present Act. For cases where bills and notes omitting the restrictive words were held to be payable generally, see Commercial Bank v. Johnston, 2 U. C. Q. B. 126 (1846), and Bank of U. C. v. Parsons, 3 U. C. Q. B. 383 (1847). On such a note payable in Scotland or the United States the holder could not recover the difference of exchange or the damage allowed on foreign notes: Wilson v. Aitkin, 5 U. C. C. P. 376 (1856); Meyer v. Hutchinson, 16 U. C. Q. B. 476 (1858); Hooker v. Leslie, 27 U. C. Q. B. 295 (1868). A clause to the same effect was made applicable to Lower Canada in 1849 by 12 Vict. c. 22, s. 7; but it was repealed the next year by 13 & 14 Vict. c. 23, and replaced by the following which subsequently appeared in the Civil Code as Art. 2307; "If a bill of exchange be made payable at any stated place, either by its original tenor or by a qualified acceptance, presentment must be made at such place." In Prince Edward Island an Act to the same same effect as 1 & 2 Geo. 4, c. 78 was passed, 27 Vict. c. 6. This was repealed by the Revised Statutes of Canada, 1886, Schedule A, p. 2274.
In the Canadian Bill as introduced in 1889, section 19 § 19. was identical with the Imperial Act. There was a strong Changes in expression of opinion against the principle of the Act 1 & 2 Geo. 4, c. 78, especially against requiring the words "only and not otherwise or elsewhere," and when the Bill was introduced in 1890 the second sentence of clause (c) of the Imperial Act was omitted entirely. While the Bill was before the Senate it was further amended and put in its present form by omitting the whole of the original clause (c), and adding to clause (a) the words: "but an acceptance to pay at a particular specified place is not conditional or qualified." To appreciate the full effect of this change the present section must be read in connection with sections 44, 45, and 52, and the reader is referred specially to section 45, s-s. 2 (d) (1), and to section 52, s-s. 2, and the notes on these sub-sections.
The effect of the Canadian Act would appear to be this: Effect of When the drawer has not named a particular place of payment, the acceptor may name a place in his acceptance, and this will be a general acceptance which must be taken by the holder, and of which he need not give notice to the drawer or indorsers in order to hold them liable on the bill: section 44. Where a place of payment is specified either in the bill as originally drawn or in the acceptance, the bill must be presented there or the drawer and indorsers will be discharged: section 45. The acceptor is not discharged by the omission to present the bill for payment on the day that it matures, but if he is sued before presentation the costs are in the discretion of the court: section 52, 8-8. 2.
A difficulty may possibly arise if the drawee should, by Meaning of his acceptance, make the bill payable in another town. This would literally be within the words of the Act as "an acceptance to pay at a particular specified.
$ 19. place," and being a general acceptance the holder could not refuse it, or protest the bill for non-acceptance. It might be very inconvenient for the holder of a bill drawn upon a person in Toronto, if the latter could accept it payable at New York, Chicago or Winnipeg, and require the holder to present it there in order to bind the drawer and indorsers. The Courts may possibly restrict the word "place" to a bank or other place in the town or locality which is given in the bill as the address of the drawee, and treat an acceptance in another town as a qualified acceptance. There appears, however, to be nothing in the context or in the Act to require such a construction, and "place of payment" in section 45, s-s. 2 (d), (1) and (2), and in section 52 is distinguished from the address of the drawee as given in the bill. A few words limiting it to the town or locality where the drawee is addressed, or within a certain limited distance, would have removed all uncertainty. It was held in the State of New York that where a bill addressed to "E. C. H. of New York," was "accepted payable at the American Exchange Bank, Clayville Mills," which was in another county, it was a qualified acceptance: Walker v. Bank of N. Y., 13 Barb. 636 (1852); so also where a bill addressed A. Y. & Co., at Cobourg, Upper Canada, was accepted "payable at the Bank of Upper Canada, Port Hope": Niagara District Bank v. Fairman, 31 Barb. 403 (1860).
If the bill as drawn specifies a particular place of payment, and the acceptance names a different one, this would be such a variance as would make the acceptance a qualified one: Rowe v. Young, 2 B. & B. 165 (1820).
Conditional Acceptance.-A bill of exchange is an unconditional order to pay; but the acceptance may be conditional without destroying its validity. On the fulfilment of the condition it becomes absolute and the acceptor liable: Miln v. Prest, 4 Camp. 393 (1816).
Where the acceptance on a bill is unconditional, parol $19. evidence cannot be received to show that it was accepted conditionally: Bradbury v. Oliver, 5 U. C. O. S. 703 (1838.) Conditional acceptances were not recognized in the old French law: Pothier, Change, No. 47; nor are they under the Code de Commerce Art. 124. England and the United States are said to be the only countries which acknowledge them.
The following are examples of conditional acceptances:
1. If a certain house shall be finished: Dufresne v. Jacques Cartier Building Society, 5 R. L. 235 (1873).
2. When in funds from the estate of C.: Potters v. Taylor, 20 N. S. (8 R. & G.) 362 (1888).
3. Provided they shall have earned that sum McLean v. Shields, 1 Man. L. R. 278 (1884).
4. When certain debentures are sold: Ontario Bank v. McArthur, 5 Man. L. R. 381 (1889).
5. As soon as he should sell such goods: Smith v. Abbott, 2 Strange 1152 (1741).
6. As remitted for: Banbury v. Lissett, 2 Strange 1211 (1744).
7. When he would obtain those funds from France: Mendizabal v. Machado, 3 Moore & S. 841 (1833).
8. On condition that it be renewed: Russell v. Phillips, 14 Q. B. 891 (1850).
9. On giving up bills of lading: Smith v. Vertue, 9 C. B. N. S. 214 (1860).
(b.) Partial Acceptance.-A bill may be validly accepted for a part: Petit v. Benson, Comberbach, 452 (1697): Wegersloffe v. Keene, 1 Str. 214 (1709). In this form of qualified acceptance, the drawer and indorsers have no opportunity of freeing themselves by their dissent. The holder should M'C.B.E.A.-8
§ 19. give due notice of the partial dishonor: section 44, 8-8. 2; Pothier, Change, No. 49; Code de Commerce, Art. 124.
List not exhaustive.
(c.) Qualified acceptance as to time.-The acceptor may vary the time of payment named by the bill; and if none be named he may fix a time and he will be bound by it Walker v. Atwood, 11 Mod. 190 (1709); Russell v. Phillips, 14 Q. B. 891 (1850); Pothier, Change, No. 49.
(d.) Acceptance by Part of Drawees.-If there are several drawees and they do not all accept, those who do are bound. A partner may accept in his own name a bill addressed to his firm and it is a valid acceptance: Owen v. Von Uster, 10 C. B. 318 (1850).
The list of qualified acceptances given in this section may not cover the whole ground. Any acceptance which by its terms varies the effect of the bill as drawn would be a qualified acceptance, although it might not literally be within any of the classes enumerated. Of the corresponding section in the Imperial Act, the Master of the Rolls says, in Decroix v. Meyer, 25 Q. B. D. 348 (1890):—“I think it is true to say that in section 19 of the Act the examples given of a qualified acceptance are not exhaustive and that there might be other cases of qualified acceptances, when the acceptance in express terms varied the effect of the bill as drawn."
20. Where a simple signature on a blank paper is delivered by the signer in order that it may be converted into a bill, it operates as a prima facie authority to fill it up as a complete bill for any amount, using the signature for that of the drawer, or the acceptor, or an indorser; and, in like manner, when a bill is wanting in any particular, the person in possession of it has a prima facie authority to