An acceptance or an indorsement expressed to be per procuration, is a notice to the indorsee that the party so accepting or indorsing, professes to act under an authority from some principal, and imposes upon the indorsee the duty of ascertaining that the party so accepting or indorsing is acting within the terms of such authority: Alexander v. McKenzie, 6 C. B. 766; 13 Jur. 346. A bill accepted per procuration is notice to any party who takes the bill that the acceptor has but a limited authority, and the holder cannot maintain an action against the acceptor if the authority has been exceeded: Stagg v. Elliott, 12 C. B. N. S. 373; 6 L. T. N. S. 433. A person who accepts a bill per procuration, having no authority to do so, is liable to an action of tort for falsely representing that he was so authorized, although he may at the time have thought he had authority, or that his act would be ratified: Polhill v. Walter, 3 B. & Ad. 114. If a principal authorizes an agent to accept a bill, such principal is liable as acceptor, though wrongfully described by his agent in the acceptance Lindus v. Bradwell, 5 C. B. 583; 12 Jur. 230. : In an action against a party as acceptor of a bill accepted in his name by another person, when evidence has been given of a general authority in that person to accept bills, in the defendant's name, an admission by the defendant of liability on another bill so accepted, is good evidence confirmatory of the former: Llewellyn v. Winckworth, 13 M. & W. 598 ; 14 L. J. Ex. 329. From the facts that the defendants' confidential clerk had been accustomed to draw cheques for them that in one instance, at least, they had authorized him to indorse, and in two other instances had received money obtained by his indorsing in their name, a jury is warranted in inferring that the clerk had a general authority to indorse: Prescott v. Flynn, 9 Bing. 19. Where an agent is authorized to indorse the name of his principal, he may do so by the instrumentality of a third party, and such authority may be exercised by the clerks of such agent: Lord v. Hall, 2 C. & K. 698; Ex parte Sutton, 2 Cox 84. Certain notes for debts payable to the executors of an estate came into the hands of B. the agent of the executors, who indorsed two of them, "J. M. B., agent of the executors of the late E." and the third "the executors late E., per pro. B." B. held a power of attorney from the executors, authorizing him (among other things) to make and indorse all such promissory notes as might be requisite in the conduct and management of the estate. These notes indorsed as above were given to M., one of the executors, who was largely indebted to the estate, and was in difficulties, and who discounted them with the bank, to whom M. owed a large sum, and who made no inquiries as to the extent of B's. authority, or the circumstances under which M. obtained them ;-Held, 1. That the indorsements were sufficient in form; but, 2 That not being for the purposes of the estate, they were not within the authority given to B., the extent of which it was the bank's duty to ascertain: Gore Bank v. Crooks, 26 U. C. Q. B. 251. P. & C. foreign correspondents of H. G. & Co., remitted to them a bill upon the defendant for £300, inclosed in a letter advising them that it was sent to meet a draft on H. G. & Co. of the same amount. Before the arrival of the letter, G. (who alone constituted the firm of H. G. & Co.), had absconded, having previously addressed a letter to L. authorizing him, for and in the name of H. G. & Co., to indorse any bill or bills which Sec. 25. Sec. 25. might be remitted to them, and to dispose of them in a particular way ;Held, that the last mentioned letter did not authorize L. to indorse the bill in question, inasmuch as that bill never became the property of H. G. & Co., the condition upon which it was sent to them not being capable of fulfilment Fearn v. Filicia, 8 Scott, N. R. 241. Person sign. ing as agent sentative character. Imp. Act,s 26 It was proved that one D. was clerk or agent for the defendant keeping a store at L., and that defendant had sanctioned his purchasing certain goods;-Held, that these circumstances gave no implied authority to D. to sign the defendant's name to negotiable paper, and that the jury were warranted in finding that the defendant had given D. no authority to purchase goods of the plaintiff: Heathfield v. Van Allen, 7 U. C. Q. B. 346. Where a bill of exchange was accepted thus: "The Richardson Gold Mining Company, per James Glass, secretary ;-Held that the secretary was not personally liable: Robertson v. Glass, 20 ̊ U. C. C. P. 250. A bill payable to order and addressed to a tramway company which had no power to accept bills, was accepted "for and on behalf of the company" by two directors and the secretary. The bill was indorsed to a holder for value, and it was held that the directors and secretary were personally liable, as by their acceptance they represented they had authority to accept on behalf of the company, which was a false representation of a matter of fact: West London Commercial Bank v. Kitson, 12 Q. B. D. 157; 13 Q. B. D. 360. 26. Where a person signs a bill as drawer, indorser or or in repre- acceptor, and adds words to his signature indicating that he signs for or on behalf of a principal, 1 or in a representInd.Act,.29. ative character, 2 he is not personally liable thereon; but the mere addition to his signature of words describing him as an agent, or as filling a representative character, does not exempt him from personal liability :3 Construction favorable to of such bill. 2. In determining whether a signature on a bill is that the validity of the principal or that of the agent by whose hand it is written, the construction most favorable to the validity of the instrument shall be adopted. 4 1 The words added to the signature of the agent, whether clerk, bookkeeper, cashier, secretary, director, or other officer of a firm, or commercial company, must clearly indicate that the instrument signed is intended to be binding on the principal, or on the company, and not on him as such agent, or officer, so as to bring him within the protection from personal liability here intended. The mere addition of the word "agent", or director," or other official title, to the signature, will not exempt him from such liability. The proper mode therefore for an agent to draw, indorse, or accept bills, or make or indorse notes, so as to avoid personal responsibility, is by indicating that he acts as agent, and by adding the words, sans recours, or "without recourse to me as agent, director, or officer." The disqualifications as to the capacity of persons to make 66 دو contracts on their own account, do not apply to agents; for an agent is Sec. 26. considered a mere instrument for another. Therefore infants, married women, aliens, or other persons labouring under legal disabilities, may be agents for the purposes above specified. No particular form of appointment is necessary to enable an agent, director, or officer, to draw, accept or indorse bill or notes, so as to charge his principal, or company, so long as the authority to do so is clearly conveyed. The authority may be verbal, or be conveyed by a special form of appointment, or it may be derived from some general or implied grant or power. Subsequent ratification of the agent's or officer's acts is equivalent to a previous authority, provided the agent or officer when he acted, assumed to act as such agent or officer. General authority to collect debts, does not give the power to accept bills, or make notes, or indorse either. And special authority to accept, make or indorse must be clearly given, for such authority is generally construed strictly. Much will depend upon the construction given to the words used in the appointment of the agent or officer; and where special objects and business are enumerated, subsequent general words will generally be restrained so as not to go beyond the special powers conveyed. As the responsibilities of an agent of a firm, or officer of a company, are commensurate with the extent of his delegated authority, it may be useful to summarize some of the general duties of an agent in the business of his principal: The agent should be careful,- 1. To perform with care the duties he has undertaken. 2. To do all acts in the name of his principal. 3. To act in person, unless authorized to delegate his duties to another. 4. To keep faithfully within the terms of the authority given him, and to obey his principal's instructions. 5. In the absence of specific instructions in any special matter, to conform to usage or recognized modes of dealing in the special business. 6. To act in good faith during his agency. 7. To use reasonable skill and ordinary diligence. 8. To make a full disclosure to his principal where he has an adverse interest. 9. Not to allow his private interest to control his duty to his principal. 10. To keep the goods, accounts, and moneys, of his principal separate from his own. 11. To render full and confidential reports of his dealings, and full accounts of his receipts and disbursements as agent, to his principal. 12. To act in all matters connected with the business of his principal, as he would expect his agent to act, if he had such an agent. ILLUSTRATIONS. A firm acting as agents for another, purchased a load of coal, without stating that they were agents, and sent in payment a draft drawn by themselves on their principals, adding the word "Agents" to their own signature;---Held, that they were personally liable as drawees; Reid v. McChesney, 8 U. C. C. P. 50. Sec. 26. If an agent for A. draws a bill upon B. in favor of C. though he directs B. to place the amount to A.'s debit, the agent will be personally liable to C. if this bill is not paid, though C. knew he was only agent for A., unless he uses proper words to prevent such liability: Leadbitter v. Farrow, 5 M. & S. 345. "A. & Co., by A. junr.," prima facie imports that A. signs the note for, and not as one of, the firm: Dowling v. Eastwood, 3 U. C. Q. B. 376. A defendant's indorsement made by his wife, though in her own name, but afterwards recognized by defendant, would make him liable to an action on the bill: Ross v. Codd, 7 U. C. Q. B. 64. Bills were drawn by a house in London on a house in Lisbon, payable thirty days after sight, and indorsed to A. in London. A. indorsed them, without any qualification to B. at Paris; B. without presenting them for acceptance, put them in circulation, and on being presented at Lisbon for acceptance, they were dishonored. In an action by B. against A.— Held, that A. was bound by his unqualified indorsement, and could not offer evidence to show that he was acting merely as B.'s agent: Goupy v. Harden, 7 Taunt. 159. The plaintiff supplied the defendant with goods ordered through M., the plaintiff's traveller, and the defendant by way of payment accepted a bill drawn by M. upon the defendant, and made payable to his order. M. absconded, having cashed the bill, and its value did not reach the plaintiff, who then sued the defendant for the price of the goods. It was proved that M. had on a prior occasion, taken payment by a bill drawn in blank and accepted by the defendant, which the plaintiff had afterwards filled up and cashed, and also that the plaintiff had written a letter to M. which was shown to the defendant, in which he intimated a wish to draw upon him for an amount due ;-Held, that neither the previous dealing nor the letter of the plaintiff to M. was evidence of an authority to M. to draw a bill in his own favour: Hogarth v. Wherley, L. R. 10 C. P. 630. The treasurer of a Railway and Canal company accepted a bill drawn upon him as such treasurer, thus--" Accepted, W. A. G. Treas. W. I. R. W. & C. Co.," adding the company's seal :-Held, that he was personally liable: Foster v. Geddes, 14 U, C. Q, B. 239. A bill drawn by one defendant as secretary, on, and accepted by the other defendant as president of, a railway company, did not come within the provisions of the company's charter authorizing the drawing of bills to be accepted by the president and countersigned by the secretary; and both were held personally responsible: Bank of Montreal v. Smart, 10 U. C. C. P. 15. In an action against an acceptor on the following bill of exchange :— "$800.-Montreal, Feb. 19, 1869.-Two months after date, pay to the order of myself, at the Jaques Cartier Bank in Montreal, eight hundred dollars, value received, and charge the same to account of E. E. G.," and addressed to the Secretary, Richardson Gold Mining Company, Belleville, Ontario, was accepted thus-"The Richardson Gold Mining Co., per James Glass, Secretary :"-Held, not to be the acceptance of the secretary, and that he was not personally liable: Robertson v. Glass, 20 U. C. C. P. 250. 66 A director of a company signed by himself and other directors a note, as follows: We, the directors of the Royal Bank of Australia, for ourselves and other shareholders of the company, jointly and severally promise to pay G. H. W. or bearer, on the 19th of February, 1850, at the Union Bank of London, £200, for value received on account of the com- Sec. 26. pany;"-Held, that he was personally liable: Penkivil v. Connell, 5 Ex. 381. A bill was directed to the joint managers of an Insurance Association, was accepted thus: "Accepted, J. J., W. S. as joint managers of the Royal Mutual Marine Association ;"-Held, that they were personally liable, and that the introduction of the word "as" before the words joint managers," made no difference with respect to such liability : Jones v. Jackson, 22 L. T. Rep. 828. 66 A. directed a bill to a company of limited liability by its name without the addition of the word "Limited," which was accepted by the secretary as follows: "Accepted, payable to Messrs. B. & Co., J. M. secretary to the company;"-Held, that the secretary was personally liable by reason of the omission of the word "limited" in the name of the company as required by the Act: Penrose v. Martyr, E. B. & E. 499. A note signed by four persons, describing themselves as "directors of the Financial Insurance Company, (limited)" and countersigned by "C. G. G. Manager," in these words, "three months after date we promise to pay the English Joint Stock Bank, (Limited) or order £1,000, value received," was held binding on the persons who signed it: Courtauld v. Sanders, 16 L. T. Rep. 562. The president of a company which was authorized to borrow money and make notes, acting upon a resolution of the directors, signed the note in question, but it appeared that the directors had not been appointed as required by the Act;-Held that the resolution sufficiently complied with the Act; and that, as the statute empowered the directors to authorize the president to sign notes, and the plaintiff had accepted such notes in good faith, and the proceeds of which were applied for the purposes of the company, it might be presumed that the proper authority had been given: Currier v. Ottawa Gas Co., 18 U. C. C. P. 202. The charter of a company provided that all evidences of debt of the company should be issued and signed by the President and Treasurer. Upon a note signed by such officers with the addition of their official titles, and to which the seal of the company was affixed :-Held, that the officers were not personally liable: City Bank v. Cheney, 15 U. C. Q. B. 400. A note written thus: "The President and Directors of the Woodstock Glass Co.," promise to pay, &c., and signed by the President ;-Held, binding on the company, although its real name was the "Woodstock Glass Company :" Mott v. Hicks, 1 Cow. (N. Y.) 513. An instrument issued by an insurance company in this form: "To the cashier, Thirty days after date, credit Mrs. A. or order with £311 9s. 6d., claims per Susan King, in cash, on account of this corporation," and signed by two of the directors of the company, is binding on the company as a note, notwithstanding it may not have been drawn strictly pursuant to the provisions of the deed of settlement, so as to be binding upon the shareholders: Allen v. Sea Fire and Life Assurance Co., 9 C. B. 574. The following instrument was signed by two directors of an insurance company, and sealed with the seal of the company: "Three months after date, we, two of the directors of the Ark Life Insurance Society, by and on behalf of the Society, promise to pay to Mr. May, or order, £67 15s. 6d. value received." There was no counter signature by the secretary of the company;-Held, a note binding on the company, and not on the parties who signed it: Aggs v. Nicholson, 1 H. & N. 165. |