by one of the officers who executes the debentures. Debentures may be for $100 each or any larger sum.

In Ontario such debentures have been held to be negotiable, and bona fide holders for value have been protected: Anglin v. Kingston, 16 U. C. Q. B. 121 (1857); Trust & Loan Co. v. Hamilton, 7 U. C. C. P. 98 (1857); Crawford v. Cobourg, 21 U. C. Q. B. 113 (1861); Sceally v. McCallum, 9 Grant, 434 (1862).

In Quebec they have been held to be negotiable like promissory notes, and in suing might be declared upon as such Eastern Townships Bank v. Compton, 7 R. L. 447 (1871). See also Corporation of Roxton v. E. T. Bank, Ramsay A. C. 240 (1882); Macfarlane v. St. Cesaire, M. L. R. 2 Q. B. 160 (1886); St. Cesaire v. Macfarlane, 14 S. C. Can. 738 (1887); County of Ottawa v. M. O. & W. Ry. Co. Cassels' Dig. 126 (1886); Pontiac v. Ross, 17 S. C. Can. 406 (1890).

In the United States, such municipal bonds, negotiable in form, notwithstanding they are under seal, are clothed with all the attributes of commercial paper, pass by delivery or indorsement, and are not subject to equities (where the power to issue them exists), in the hands of holders for value before maturity without notice: 1 Dillon, Municipal Corporations, 4th ed., §§ 486, 513. See Cromwell v. Sac Co.. 96 U. S. 51 (1877).

Decisions conflict as to whether coupons are entitled to grace. The weight of authority is in favor of their being payable on the very day of maturity without grace: 2 Daniel, §§ 1490a, 1505.

Coupons dishonored bear interest from their maturity: R. S. O. c. 44, s. 86 (2); C. C. 1069, 1077.

Debentures of other Corporations.-Most railway and other commercial companies incorporated by special Dominion or Provincial Acts are authorized to issue bonds

or debentures to a certain extent which form a first charge on the undertaking. Companies incorporated by Dominion Letters Patent may also issue bonds or debentures for borrowed money: R. S. C. c. 119, s. 37. It is not as yet well settled whether they are negotiable instruments in the full sense of that term. In Ontario, by R. S. O. c. 122, s. 9, bonds and debentures of corporations if payable to bearer are transferable by delivery, and if to order by indorsement and delivery, and the holder may sue in his own name; but the Act is silent as to whether they are free from the equities attaching to them if transferred before maturity. Other provinces have similar provisions.

See Bank of Toronto v. Cobourg P. & M. Ry. Co., 7 O. R. 1 (1884), where bonds are compared to promissory notes; and Desrosiers v. Montreal P. & B. Ry. Co., 6 L. N. 388 (1883), as to coupons.

In England such bonds and debentures of both home and foreign companies have frequently come before the courts. Even when made payable to order or bearer, the courts have sometimes denied the right of the transferee to sue in his own name. It is necessary, in addition, to show that the property is considered to be vested in him by delivery according to the usage of trade in England. Again, a transferee may be able to sue in his own name, but the transfer, even before maturity, may be subject to equities. Such debentures have been spoken of as "contractual," and not "negotiable" instruments, the latter term being reserved for instruments like bills and notes, which a bona fide holder for value before maturity takes free from equities. See on this point, Simmons v. London Joint Stock Bank (1891), 1 Ch. at p. 294. For a full discussion of the position of such bonds or debentures in England, see re Blakely Ordnance Co., L. R. 3 Ch. 154 (1867); re Natal Investment Co. ibid. 355 (1868); re General Estates

Co. ibid. 758 (1868); re Imperial Land Co., L. R. 11 Eq. 478 (1870); Webb v. Herne Bay Commissioners, L. R. 5 Q. B. 642 (1870); Crouch v. Credit Foncier, L. R. 8 Q. B. 374 (1873); re Romford Canal Co., 24 Ch. D. 85 (1883); Simmons v. London Joint Stock Bank [1891], 1 Ch. 271; Buckley's Companies Acts, 6th ed., pp. 359-362.

It will be seen from the reports of these cases that holders have been allowed in certain instances higher rights on account of the companies being insolvent, and in others, parties on account of their own conduct or representations, have been estopped from denying the negotiability of instruments which might not have been. held to be negotiable in other circumstances.

In the United States such bonds, as well as those issued by the Federal and State governments and by municipalities, if made payable to order or bearer, are generally considered to be negotiable in the highest sense of that term, as are also the interest coupons: 2 Daniel, §§ 1486-1517a.

Company Shares or Stock.-Where certificates are issued to represent such shares or stock they are not recognized in England as being negotiable. See Swan v. N. B. Australasian Co. 2 H. & C. 175 (1863); France v. Clark, 26 Ch. D. 257 (1884); Loudon County Bank v. River Plate Bank, 20 Q. B. D. 232 (1887); Sheffield v. London Joint Stock Bank, 13 App. Cas. 333 (1888); Williams v. Colonial Bank, 38 Ch. D. 388 (1888).

In the United States they are not considered to be negotiable; but are said to be "quasi-negotiable" or assignable, being generally subject to certain restrictions. in the charter or by-laws of the company. See 2 Daniel, §§ 1708, 1709.

Bank Deposit Receipts.-The instruments of this character which were in question in the earlier Canadian

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cases had not the words "bearer or order," and it was held that the holder could not recover in his own name. See Mander v. Royal Canadian Bank, 20 U. C. C. P. 125 (1869); Bank of Montreal v. Little, 17 Grant, 313 (1870); Lee v. Bank B. N. A., 30 U. C. C. P. 255 (1879). In Voyer v. Richer, 13 L. C. J. 213 (1869), the Quebec Courts held that even where the receipt was payable to order it was not negotiable. In the Privy Council, L. R. 5. P. C. 461 (1874), it was said there was "high authority in favor of considering it to be negotiable," but the case was decided on another ground. In re Central Bank 17 O. R. 574 (1889), it was held that the bank which had issued such a receipt payable to order was estopped from denying its negotiable character.

Such instruments are treated as negotiable in the United States, except in Pennsylvania.

Circular Notes.-These are negotiable in England: Conflaus Quarry Co. v. Parker, L. R. 3 C. P. at pp. 10 and 12 (1867).

A letter of credit is not a negotiable instrument: Orr v. Union Bank, 1 Macq. H. L. at p. 523 (1854); British Linen Co. v. Caledonian Ins. Co., 4 Macq. 107 (1861). Nor is a post-office money order: Fine Art Society v. Union Bank, 17 Q. B. D. at p. 713 (1886).

acceptance to E. F., the drawee, personally (or, at his residence, office or usual place of business), in the city (town or village) of

non-acceptance.

and I received for answer, "

"'; The said bill is therefore noted for

(or, at his residence, office or usual place of business) in

Her Majesty's post office in the city [town or village], on