silence after the forgery has become known to him will not bar him from proving the forgery. Silence taken in connection with other circumstances, has been held a bar when it was the means of giving the forger time to abscond, and so prejudiced the holder, Meiklem v. Walker, 16th Nov. 1833. 12 Sh. 53; Warden v. British Linen Company, 13th February, 1863, 1 M. 402. See Mackenzie v. British Linen Company, 11th February, 1881, 8 R., H. L. 8; 6 Ap. Cases, 82, in which all the Scotch cases are reviewed. It was there laid down that the holder of a bill with a forged signature, must prove that the person whose signature is forged has adopted it, or has admitted liability on the bill, and if the person whose signature is forged do or say something by which the holder is led to believe that his signature is genuine, until he has lost some opportunity of recovering on the bill, which if the holder had known of the forgery he might have used, it will be a sufficient alteration in his position to preclude the person whose signature is forged, from afterwards denying its genuineness. Mere silence after intimation, or even after demand for payment of a forged note, does not necessarily imply adoption. See Pickard v. Sears, 6 Ad. and El. 474. Where a signature is written without authority—e.g., a signature of a firm by one of the partners for a private debt, it may be either expressly or impliedly ratified, I. Bell's Com. 139, and a bill objectionable in the hands of the payee as having been drawn by a partner without authority, for his private debt, will be good in the hands of a holder in due course, vide § 29, unless the partnership be one, the partners of which have not implied power to draw bills.

The drawee of a bill to which the signature of the drawer or payee has been forged cannot take credit for any payment made by him, even if in good faith and without notice of the forgery, as such a payment is not in due course, vide § 59. The protection there given to a drawee, paying in due course, only applies where the title of the holder is defective, vide § 29 (2), and not where there is no title. If the drawee pays on a forged indorsement, the bill is not discharged, and he will be bound to deliver the bill to the true owner, and to pay it when due. A special protection is given to a banker paying

$ 24.

§ 24.

Procuration signatures.

a forged draft or cheque payable to order on demand, on a forged indorsement, vide § 60.

(b.) E.g., Where a partner of a firm, the business of which does not imply authority to any partner to bind his copartners by a bill, draws or accepts a bill, his copartners may ratify his doing so, and will not then be entitled to plead that he had no authority to draw or accept.

25. A signature by procuration (a), operates as notice that the agent has but a limited authority to sign, and the principal is only bound by such signature if the agent in so signing was acting within the actual limits of his authority (b).

(a.) Any person having capacity to contract may authorise another to draw, indorse, or accept bills for him, and may select as his agent a person not entitled to bind himself by a bill. The agent may be a minor, M'Michael v. Barbour, 17th Dec. 1840, 3 D. 279, a married woman, Fraser on Husband and Wife, i. 513, but not a pupil or a person destitute of reason, Thomson on Bills, 147.

Authority to sign bills may be given (1) by written mandate, (2) by verbal mandate, and (3) by facts and circumstances inferring acquiescence and implied authority, Davidson v. Robertson, 4th July, 1815, 3 Dow Ap. 218. Thus in Anderson v. Buck & Holms, 3rd June, 1841, 3 D. 975, it was held a relevant averment, that it was the practice of commission agents in a particular trade to draw and indorse bills per procuration of their principals without any special mandate to that effect, and that this practice was known to a principal, whose agent so signed and indorsed a bill; but if there be not a sufficient evidence that the principal knew and acquiesced in the practice, proof of the practice in a particular trade is not sufficient to confer a mandate to draw bills, Swinburne v. Western Bank, 13th June, 1856, 18 D. 1025.

Where a person signs a bill as agent for another, without authority, the principal will be liable on the bill if he subsequently ratify the act-e.g., by delivering a bill so drawn, Miller v. Little, 22nd Jan. 1831, 9 Sh. 328. Partners have

implied power to draw, accept, and indorse bills in partnership name, but see note (b) on § 22. A shipmaster has no implied power to bind his owners by a bill, London Joint Stock Bank v. Stewart, 15th July, 1859, 21 D. 1327, but a bill granted by him as their agent for necessaries will bind them, Miller v. Potter, Wilson & Co., 9th Nov. 1875, 3 R. 105.

In whatever way the procuration to sign bills may have been constituted, the limits of the authority must not be exceeded, and the person taking a bill from an agent, signing by procuration, can only enforce the bill against the principal, where the agent is acting within the actual limits of his authority. In order to bind the principal, the signature must also bear to be made for him, or by the signer as his agent, Thomson on Bills, 152. If the agent sign the bill in his own name, the principal is not liable on the bill, vide § 23. Watson v. Bank of Scotland, 26th Mar. 1813, 5 Pat. Ap. 651; Telford v. Wood, 26th May, 1824, 2 Shaw Ap. 219; North British Bank v. Ayrshire Iron Company, 20th June, 1853, 15 D. 782. This section does not apply to the case of an agent signing his principal's name on a bill, without expressing that it is done by procuration, vide § 91 (1), but in such a case, the authority to sign the name must be proved.

(b.) A mandate, for example, to draw bills will not be held to entitle the agent to indorse them, Robinson v. Varrow, 7 Taunton, 455. An agent specially authorised to accept bills in one course of business, will not bind his principal by accepting bills for other purposes, Stagg v. Elliot, 31 L. J., C. P. 94. A firm of merchants by a letter addressed to a bank, granted authority to their manager to sign per procuration of their firm all bills and other documents necessary to the conducting of their business, and also granted a letter of procuration binding themselves to meet all cheques and bills indorsed by him, and to ratify and homologate and confirm all his actings and doings with respect to such cheques, &c. The manager delivered this letter to the bank, and then discounted with the bank certain bills the acceptances of which he had forged. These bills he indorsed per procuration, and appropriated their proceeds, no part of which was required for conducting the business, or was applied for the

§ 25.

$ 25.

Person signing

as agent or in

capacity.

purposes of the firm he represented. The firm was sued on the bills, and it was held that the mandate granted by the defender covered the discounting of forged bills, as it was not proved that the bank had acted negligently in discounting the bills, or that the signatures were so manifestly forgeries, or presented such a suspicious appearance that the bank ought to have been put on their guard, Union Bank v. Makin, 7th Mar. 1873, 11 M. 499.

26. (1.) Where a person (a) signs a bill as drawer, representative indorser, or acceptor, and adds words to his signature, indicating that he signs for or on behalf of a principal, or in a representative character, he is not personally liable thereon (b), 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 (c).

(2.) In determining whether a signature on a bill is that of the principal or that of the agent by whose hand it is written, the construction most favourable to the validity of the instrument shall be adopted (d). (a.) Vide § 2.

(b.) Even if the agent has no authority to sign, and the obligation on the bill is repudiated by the principal, the agent is not liable on the bill. In virtue, however, of the warrant implied in his subscription that he had power to subscribe the principal's name, he is bound to compensate the holder of the bill for the loss, but not in an action on the bill, Polhill v. Walter, 1 L. J., K. B. 92.

If, however, a person sign a bill per procuration of a fictitious or non-existing principal, he will be liable on the bill, Nicholls v. Diamond, 23 L. J., Ex. 1; Owen v. Van Ulster, 20 L. J., C. P. 61; Kelmer v. Baxter, L. R. 2, C. P. 174.

(c.) In Dulton v. March, L. R. 6, Q. B. 361, a promissory note in the following terms was sued on- "We, the directors

of the A. B. Company, Limited, do promise to pay C. D. the
sum of £1600. (Signed) E. F., Chairman, G. H., K. L."
This note had the company's seal affixed in one corner. It
was held that these terms merely described the signers as fill-
ing a representative capacity, and did not exempt them from
personal liability, and the same was held in Eaton Hammond
& Co. v. M'Gregor's Executors, 25th May, 1837, 15 Sh. 1012,
where a bill addressed to A.'s executors was accepted by them
without qualification, that the executors were personally liable.
In Brown v. Sutherland, 17th Mar. 1875, 2 R. 615, it was
held that a bill addressed to B. U. & S.'s "trustees of the
new Imperial Building Association," and accepted by them
without any qualification, bound the acceptor as individuals,
and not merely qua trustees. Where the signature is on
behalf of, or for the company, directors or officials are not
personally liable, Lindus v. Melrose, 27 L. J., Ex. 326; Alex-
ander v. Siger, L. R. 4, Ex. 102.

(d.) E.g., Where an agent of a company, which is not en-
titled to bind itself by a bill, signs a bill, where it is doubtful
whether he has bound himself personally or not, he will be
held liable on the bill, as otherwise it would be of no force.

The Consideration of a Bill.

$ 26.

27. (1.) Valuable consideration (a) for a bill may Value and be constituted by,

(a.) Any consideration sufficient to support a simple contract (b);

(b.) An antecedent debt or liability.

Such a debt or liability is deemed valuable consideration whether the bill is payable on demand or at a future time (c).

(2.) Where value (d) has at any time been given for a bill the holder (e) is deemed to be a holder for value as regards the acceptor and all parties to the bill who became parties prior to such time (ƒ).

holder for value.