ish-American States and some others his name and residence must both appear on the bill.1

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At common law the name of the drawee is not necessary if he be otherwise sufficiently designated. This is the case in a bill addressed to the "Steamer Dorrance and owners, or to "the agent and owners of" a certain ship. Moreover, a bill of exchange may be directed to a person in a representative or official character and so accepted by him. So, too, it may be addressed to him as an individual and accepted by him in a representative capacity or vice versa. So, it may be drawn on a company and accepted by its manager as such; and the corporation being misnamed as drawee will not relieve it from liability, if its identity be unquestioned.

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But a bill of exchange cannot be addressed to one person and accepted by another. Nor can a letter of credit, drawn by mistake on John & Joseph Naylor & Co., be accepted by

1Chili (1865 Code Com. Art. 633); Colombia (1853 Code Com. Art. 384); Costa Rica (1853 Code Com. Art. 373); Ecuador (same as Spain); Mexico (1854 Code Com Art. 223); Guatemala, Honduras and Paraguay (1774 Ordc. Bilbao ch. 13 2); Russia (1832 Exch. Law Art. 543); Salvador (1855 Code Com. Arts. 381, 510); Spain (1829 Code Com. Art. 426); Switzerland (1805 Zurich 1; 1863 Basle 3; 1859 Berne ? 3).

Alabama Coal Mining Co. v. Brainard, 35 Ala. 476 (1860).

Taber v. Cannon, 8 Metc. 456 (1844). In such case an acceptance by the agent alone in his individual name renders him alone liable.

Tassey v. Church, 4 Watts & S. 346 (1842). In this case an acceptance by "J. T., administrator," of a bill drawn on him in like manner, was held to render him personally liable. But the contrary has been held of a similar acceptance by "N. D., agent of the Com. Co.," of a bill drawn on him in that form, Shelton v. Darling, 2 Conn. 435 (1818). For fuller consideration of the personal responsibility of an agent as acceptor, see section I. of this chapter.

Bruce v. Lord, 1 Hilt. 247 (1856). Here the acceptance, "J. P. L., treasurer N. M. Co.," rendered J. P. L. prima facie personally liable. The draft was drawn on J. P. L. simply.

"Nicholls v. Diamond, 9 Exch. 154 (1853). In the language of Alderson, B.: "He chooses to accept them for himself and others. He had no right to accept them for the other persons, but it is not the less a good acceptance as against him." In this case a draft on "J. D., purser W. D. Mining Co.,' was accepted, “J. D., per proc. W. D. Mining Co.," the company being an unincorporated one, and J. D. was held personally on his acceptance. 'Okell v. Charles, 34 L. T. (N. s.) 822 (1876).

Hascall v. Life Association, 5 Hun 151 (1875). So, an acceptance by a firm in its right name of a bill drawn on it in a wrong name is a good acceptance, Lloyd v. Ashby, 2 B. & Ad. 23 (1831).

Chitty 189; Jackson v. Hudson, 2 Campb. 447; Davis v. Clarke, 6 Q. B. 16; S. C., 13 L. J. Q. B. 305.

John & Jeremiah Naylor & Co., so as to hold the drawer, although they were intended by him.' But a bill may be directed to A., " or, in his absence, to B.," and accepted by A., and it will be sufficient to declare on such acceptance without taking any notice of B. Again, a bill may be drawn on several persons and accepted by only part of them, and may then be described, in a declaration against those who accepted, as drawn on, and accepted by, them only." And if a bill be drawn upon, and accepted by, a partnership in its firm name, it will bind all partners, whether ostensible or secret, but the holder need only sue those who were known to him as such when he took the bill. We have seen that an omission of the drawee's name may be supplied by the acceptance. Where, however, a bill is indorsed before delivery and delivered with a blank left for the drawee and acceptor, the indorser cannot be changed into an acceptor without material alteration. But a bill may be addressed "at" instead of "to" the drawee without impairing its validity. And it may even be directed to a particular house instead of to the drawee by name."

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Sometimes an instrument in the form of a promissory note is addressed to, and accepted by, some third person, and a question then arises whether such instrument is a bill or

'Grant v. Naylor, 4 Cranch 224 (1808). As to this case Marshall, C. J., says, p. 235: "If it be a case of mistake, it is a mistake of the writer only, not of him by whom the goods were advanced and who claims the benefit of the promise. * * * The company to which it is delivered are not imposed upon with respect to the address, but knowing that the letter was not directed to them, they trust the bearer, who came to make contracts on his own account. In such a case the letter itself is not a written contract between D. G., the writer, and John and Jeremiah Naylor, the persons to whom it was delivered. To admit parol proof to make it such a contract is going further than courts have ever gone, where the writing is itself the contract, not evidence of a contract, and where no pre-existing obligation bound the party to enter into it.”

2 Chitty 188; Story on Bills &58; Byles 90; 12 Mod. 447.

3 Story on Bills 58; Mountstephen v. Brooke, 1 B. & Ald. 224 (1818).

'De Mautort v. Saunders, 1 B. & Ad. 398 (1830).

5 Mahone v. Central Bank, 17 Ga. 111 (1855).

"Shuttleworth v. Stephens, 1 Campb. 407 (1808); Allan v. Mawson, 4 Ib. 115 (1814); Rex v. Hunter, Russ. & R. C. C. 511.

"Atwood v. Griffin, Ry. & Mood. 423. So, a memorandum, "Payable at No. 1 Wilmot St.," Gray v. Miluer, 8 Taunt. 739; S. C., 3 Moore 90.

note. It may be treated by the holder at his option as either. The acceptor of such an instrument is liable as the acceptor of a bill of exchange; and the drawer remains liable as the maker of a note.3

§ 172. Drawer and Drawee One Person-So Drawee and Payee.-A bill of exchange is valid at common law, although drawn by the drawer upon himself. Such a bill is in all essentials a promissory note and may be treated as such.* And the same thing is true of a bill drawn by a principal on his agent, or by the directors of a company on its cashier. Such a bill may also be regarded as an accepted bill of exchange, and no notice of non-acceptance is necessary in order to hold the drawer. Neither is a notice of dishonor

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necessary in such case, but it seems that a demand of payment must be made. In like manner a bill drawn on a

1Edis v. Bury, 6 B. & C. 433 (1827).

'Lloyd v. Oliver, 18 Q. B. 471 (1852).

Brazelton v. McMurray, 44 Ala. 323 (1870).

Byles 90; 1 Daniel 134; 1 Parsons 62; Chitty 188; Block v. Bell, 1 M. & Rob. 149; Starke v. Cheesman, Carth. 509; Dehers v. Harriot, 1 Show. 163; Robinson v. Bland, 2 Burr. 1077; Miller v. Thomson, 3 Man. & G. 576; Hasey v. White Pigeon B. S. Co., 1 Dougl. 193 (Mich. 1843); Bailey v. S. W. R. R. Bank, 11 Fla. 266 (1866); Fairchild v. Ogdensburgh R. R., 15 N. Y. 337 (1857); Commonwealth v. Butterick, 100 Mass. 12 (1868). So, after acceptance, Wetumpka, &c., R. R. Co. v. Bingham, 5 Ala. 657 (1843). And the effect is the same where a bill is drawn by a firm in London on its house in Liverpool, Miller v. Thomson, supra; Williams v. Ayers, L. R. 3 App. Cas. 133 (P. C. 1877).

Hardy v. Pilcher, 57 Miss. 18 (1879); Wardens, &c., St. James Church v. Moore, 1 Ind. 289 (1848). This was the case of a draft by the Secretary on the Treasurer of the church corporation.

For examples treated as notes, see Fairchild v. Ogdensburgh R. R., 15 N. Y. 337 (1857); Mobley v. Clark, 28 Barb. 390 (1858); Tripp v. Swanzey Mfg. Co., 13 Pick. 291 (1832); Indiana, &c., R. R. Co. v. Davis, 20 Ind. 6 (1863); Chicago, &c, R. R. Co. v. West, 37 Ib. 216 (1871); Allen v. Sea, &c., Assurance Co, 9 C. B. 574 (1850). For examples treated as bills, see Burnheisel v. Field, 17 Ind. 609 (1861); Wetumpka, &c., R. R. Co. v. Bingham, 5 Ala. 657 (1843).

1 Daniel 134; Cunningham v. Wardwell, 12 Me. 466 (1835). Or it may be treated as a promissory note or an accepted bill at the holder's option, Planters' Bank v. Evans, 36 Tex. 594 (1871); Randolph v. Parish, 9 Porter 76 (1839).

Roach v. Ostler, 1 M. & Ry. 120 (1827). But it must be proved in order to sustain a recovery on a count in the declaration describing the drawee as a different person from the drawer of the same name, Ib.

1 Daniel 134; Kaskaskia Bridge Co. v. Shannon, 6 Ill. 15 (1844); Lyell v. Supervisors, 6 McLean 446 (1855); Mobley v. Clark, 28 Barb. 390 (1858); Dennis v. Table Mtn. Water Co., 10 Cal. 369 (1858). But contra, as to necessity for demand, Indiana, &c., R. R. Co. v. Davis; 20 Ind. 6 (1863).

fictitious drawee may be treated as a promissory note, on which the drawer may be held liable without demand of payment or notice of dishonor.1 And a bill of exchange is also valid, although the person named in it as payee be also the drawee.2 In France the drawer of a bill of exchange cannot by the Code Napoleon be the drawee, although this was permitted by the earlier Exchange Law of 1673.3 And this is also prohibited by statute in Denmark and Hungary. In some other foreign States it is expressly permitted by statute. And in Switzerland it is permitted, if the bill be drawn upon another place.

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'Smith v. Bellamy, 2 Stark. 223 (1817). In this case an accepted bill was delivered to the plaintiff, who failed to find the acceptor and was non-suited for want of proof of presentment. But it was held that he might have charged and held the drawer for drawing a bill on a person who was not in existence.

2 Chitty 33; Holdsworth v. Hunter, 10 B. &.C. 449 (1830); Wilder v. Savage, 1 Story C. C. 29 (1839); Commonwealth v. Butterick, 100 Mass. 12 (1868). Or it may be payable to the "order of the acceptor," Witte v. Williams, 8 So. Car. 290 (1876). And an instrument in which drawer, drawee and payee are all one person may be properly described as a bill of exchange in an indictment for forgery, Commonwealth v. Butterick, supra. Bedarride Droit Com. Vol. I. p. 94.

*Denmark (1825 Exch. Law & 2); Hungary (1844 Exch. Law Art. 15) as to drafts.

Austria (1850 Exch. Law Art. 6); Germany (1848 Exch. Law Art. 6); Italy (1865 Code Com. Art. 197); Sweden and Norway (1851 Exch. Law ch. 182).

*Switzerland (1859 Berne & 6; 1863 Basle § 6.

CHAPTER VI.

FORM-WORDS RELATING TO TRANSFER, CONSIDERATION, &c.

I. Negotiable Words.

II. Expression of Consideration.

III. Blanks.

IV. Memoranda and Contemporaneous Agreements.

V. Additional Stipulations.

I. NEGOTIABLE WORDS.

173. Negotiability-What it is.

174. Order-Bearer-How far Necessary. 175. "Bearer "-"A. or Bearer."

176. Negotiability-Enlarged or Restricted. 177. Non-negotiable Instruments.

§ 173. Negotiability—What it is.-The word "negotiable" is often used to signify merely that a contract or instrument is assignable. In a more restricted sense it may mean that an instrument is assignable and may be sued by the assignee in his own name.1 Its proper commercial sense is still more restricted, and when applied in this sense to commercial paper, it means not only that the negotiable instrument may be assigned and that the assignee may bring an action on it in his own name, but also that such assignment shall be subject to no equities between prior parties, and that out of the assignments or transfers of the paper shall grow an orderly commercial relation and liability between the holder and all persons whose names are on the paper. It is in this sense that commercial paper is said to be "negotiable" or "non-negotiable." Negotiability is not necessary to the

"The term 'negotiable,' in its enlarged signification, applies to any written security which may be transferred by indorsement or delivery, so as to vest in the indorsee the legal title so as to enable him to maintain a suit thereon in his own name," Scott, J., in Odell v. Gray, 15 Mo. 337 (1851).