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

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.

66

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).

Form A.

FIRST SCHEDULE. SEC. 93, s-s 4.

FORM A.

NOTING FOR-ACCEPTANCE.

(Copy of Bill and Indorsements.)
the above bill was, by

On the

18

"

me, at the request of
presented for
acceptance to E. F., the drawee, personally (or, at his resi-
dence, office or usual place of business), in the city (town
and I received for answer,
or village) of

66

'; The said bill is therefore noted for

non-acceptance.

(Date and place.)

(Date and place.)

18

Due notice of the above was by me served upon

A. B.,
Notary Public.

the

indorser, personally, on the

day of

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

"

positing such notice, directed to him, at

(or, by de-
, in

Her Majesty's post office in the city [town or village], on
the
day of
and prepaying the postage

thereon.)

(A. B.,) C. D.,

A. B.,

Notary Public.

PROTEST

PAYABLE GENERALLY,

FORM B.

FOR NON-ACCEPTANCE OR FOR NON-PAYMENT OF A BILL

(Copy of Bill and Indorsements.)

day of

"

On this
A. B, notary public for the Province of

, in the Province of

"

at the request of

"

did exhibit the original bill of exchange, whereof a

drawee

true copy is above written, unto E. F., the {dator}

in the year 18 , I,

dwelling at

thereof personally (or, at his residence, office or usual place of business) in , and, speaking to himself (or his wife,

his clerk, or his servant, etc.), did demand {
thereof; unto which demand{ answered: "

he
she

Wherefore I, the said notary, at the request aforesaid, have protested, and by these presents do protest against the acceptor, drawer and indorsers (or drawer and indorsers) of the said bill, and other parties thereto or therein concerned, for all exchange, re-exchange, and all costs, damages and interest, present and to come, for want of

I acceptance } of the said bill.

(payment

All of which I attest by my signature. (Protested in duplicate.)

A. B.,

acceptance
payment

Notary Public.

FORM C.

OR FOR NON-PAYMENT OF A BILL

(Copy of Bill and Indorsements.) On this day of A. B., notary public for the Province of

, in the year 18, I,

dwelling

Form B.