Bills of Exchange Act

This Act may be cited as the Bills of Exchange Act.

In this Act,

acceptance means an acceptance completed by delivery or notification; (acceptation)

action includes counter-claim and set-off; (action)

bank means a bank or an authorized foreign bank within the meaning of section 2 of the Bank Act; (banque)

bearer means the person in possession of a bill or note that is payable to bearer; (porteur)

bill means bill of exchange; (lettre)

defence includes counter-claim; (défense)

delivery means transfer of possession, actual or constructive, from one person to another; (livraison)

endorsement means an endorsement completed by delivery; (endossement ou endos)

holder means the payee or endorsee of a bill or note who is in possession of it, or the bearer thereof; (détenteur)

issue means the first delivery of a bill or note, complete in form, to a person who takes it as a holder; (émission)

non-business days means days directed by this Act to be observed as legal holidays or non-juridical days, and any other day is a business day; (jours fériés)

note means promissory note; (billet)

value means valuable consideration. (Version anglaise seulement)

A thing is deemed to be done in good faith, within the meaning of this Act, where it is in fact done honestly, whether it is done negligently or not.

Where, by this Act, any instrument or writing is required to be signed by any person, it is not necessary that he should sign it with his own hand, but it is sufficient if his signature is written thereon by some other person by or under his authority.

In the case of a corporation, where, by this Act, any instrument or writing is required to be signed, it is sufficient if the instrument or writing is duly sealed with the corporate seal, but nothing in this section shall be construed as requiring the bill or note of a corporation to be under seal.

Where, by this Act, the time limited for doing any act or thing is less than three days, in reckoning time, non-business days are excluded.

In all matters relating to bills or notes,

if the time for doing any act or thing expires or falls on a Saturday, that time is deemed to expire or fall, as the case may be, on the next following business day;

a bill or note payable on demand cannot be duly presented for acceptance or payment on a Saturday; and

failure to do any act or thing on a Saturday does not give rise to any rights.

Notwithstanding any other provision of this Act, a cheque may be presented and paid on a Saturday or a non-juridical day if the drawee is open for business at the time of the presentment and the presentment in all other respects is in accordance with this Act, and the non-acceptance or non-payment of a cheque so presented gives rise to the same rights as though it had been presented on a business day other than a Saturday.

In all matters relating to bills or notes, notwithstanding any other provision of this Act, if a branch of a bank carrying on business is not open for business on a business day

the time for doing any act or thing at the branch, if the time expires or falls on that day, is deemed to expire or fall, as the case may be, on the next following business day on which the branch is open for business;

a bill or note payable on demand cannot be duly presented for acceptance or payment at the branch on that day; and

failure to do any act or thing by reason of the branch not being open for business on that day does not give rise to any rights.

The provisions of this Act relating to crossed cheques apply to a warrant for payment of dividend.

Nothing in this Act affects the provisions of the Bank Act.

The rules of the common law of England, including the law merchant, save in so far as they are inconsistent with the express provisions of this Act, apply to bills, notes and cheques.

A protest of any bill or note within Canada, and any copy thereof as copied by the notary or justice of the peace, is, in any action, evidence of presentation and dishonour, and also of service of notice of the presentation and dishonour as stated in the protest or copy.

Where a bill or note, presented for acceptance, or payable outside Canada, is protested for non-acceptance or non-payment, a notarial copy of the protest and of the notice of dishonour, and a notarial certificate of the service of the notice, shall be received in all courts as evidence of the protest, notice and service.

No clerk, teller or agent of any bank shall act as a notary in the protesting of any bill or note payable at the bank or at any of the branches of the bank in which he is employed.

Every bill or note the consideration of which consists, in whole or in part, of the purchase money of a patent right, or of a partial interest, limited geographically or otherwise, in a patent right, shall have written or printed prominently and legibly across the face thereof, before it is issued, the words “Given for a patent right”.

If the words “Given for a patent right” are not written or printed on any instrument in the manner prescribed in subsection (1), the instrument and any renewal thereof is void, except in the hands of a holder in due course without notice of the consideration.

The endorsee or other transferee of any instrument referred to in section 13 having the words “Given for a patent right” printed or written thereon takes the instrument subject to any defence or set-off in respect of the whole or any part thereof that would have existed between the original parties.

Every person who issues, sells or transfers, by endorsement or delivery, any instrument referred to in section 13 not having the words “Given for a patent right” printed or written across the face thereof in the manner prescribed by that section, knowing the consideration of that instrument to have consisted, in whole or in part, of the purchase money of a patent right, or of a partial interest, limited geographically or otherwise, in a patent right, is guilty of an indictable offence and liable to imprisonment for any term not exceeding one year, or to such fine, not exceeding two hundred dollars, as the court thinks fit.

A bill of exchange is an unconditional order in writing, addressed by one person to another, signed by the person giving it, requiring the person to whom it is addressed to pay, on demand or at a fixed or determinable future time, a sum certain in money to or to the order of a specified person or to bearer.

An instrument that does not comply with the requirements of subsection (1), or that orders any act to be done in addition to the payment of money, is not, except as hereinafter provided, a bill.

An order to pay out of a particular fund is not unconditional within the meaning of this section, except that an unqualified order to pay, coupled with is unconditional.

an indication of a particular fund out of which the drawee is to reimburse himself or a particular account to be debited with the amount, or

a statement of the transaction that gives rise to the bill,

An instrument expressed to be payable on a contingency is not a bill and the happening of the event does not cure the defect.

A bill may be addressed to two or more drawees, whether they are partners or not, but an order addressed to two drawees in the alternative, or to two or more drawees in succession, is not a bill.

A bill may be drawn payable to, or to the order of, the drawer, or it may be drawn payable to, or to the order of, the drawee.

A bill may be made payable to two or more payees jointly, or it may be made payable in the alternative to one of two, or one or some of several payees.

A bill may be made payable to the holder of an office for the time being.

The drawee must be named or otherwise indicated in a bill with reasonable certainty.

When a bill contains words prohibiting transfer, or indicating an intention that it should not be transferable, it is valid as between the parties thereto, but it is not negotiable.

A negotiable bill may be payable either to order or to bearer.

A bill is payable to bearer that is expressed to be so payable, or on which the only or last endorsement is an endorsement in blank.

Where a bill is not payable to bearer, the payee must be named or otherwise indicated therein with reasonable certainty.

Where the payee is a fictitious or non-existing person, the bill may be treated as payable to bearer.

A bill is payable to order that is expressed to be so payable, or that is expressed to be payable to a particular person, and does not contain words prohibiting transfer or indicating an intention that it should not be transferable.

Where a bill, either originally or by endorsement, is expressed to be payable to the order of a specified person, and not to him or his order, it is nevertheless payable to him or his order at his option.

A bill is payable on demand

that is expressed to be payable on demand or on presentation; or

in which no time for payment is expressed.

Where a bill is accepted or endorsed when it is overdue, it shall, with respect to the acceptor who so accepts it, or any endorser who so endorses it, be deemed a bill payable on demand.

A bill is payable at a determinable future time, within the meaning of this Act, that is expressed to be payable

at sight or at a fixed period after date or sight; or

on or at a fixed period after the occurrence of a specified event that is certain to happen, though the time of happening is uncertain.

An inland bill is a bill that is, or on the face of it purports to be,

both drawn and payable within Canada; or

drawn within Canada on a person resident in Canada.

Any other bill is a foreign bill.

Unless the contrary appears on the face of a bill, the holder may treat it as an inland bill.

Where in a bill drawer and drawee are the same person, or where the drawee is a fictitious person or a person not having capacity to contract, the holder may treat the instrument, at his option, either as a bill or as a note.

A bill is not invalid by reason only that it

is not dated;

does not specify the value given, or that any value has been given therefor;

does not specify the place where it is drawn or the place where it is payable; or

is antedated or post-dated, or bears date on a Sunday or other non-juridical day.

The sum payable by a bill is a sum certain within the meaning of this Act, although it is required to be paid

with interest;

by stated instalments;

by stated instalments, with a provision that on default in payment of any instalment the whole shall become due; or

according to an indicated rate of exchange or a rate of exchange to be ascertained as directed by the bill.

Where the sum payable by a bill is expressed in words and also in figures and there is a discrepancy between the two, the sum denoted by the words is the amount payable.

Where a bill is expressed to be payable with interest, unless the instrument otherwise provides, interest runs from the date of the bill and, if the bill is undated, from the issue thereof.

Where a bill or an acceptance, or any endorsement on a bill, is dated, the date shall, unless the contrary is proved, be deemed to be the true date of the drawing, acceptance or endorsement, as the case may be.

Where a bill expressed to be payable at a fixed period after date is issued undated, or where the acceptance of a bill payable at sight or at a fixed period after sight is undated, any holder may insert therein the true date of issue or acceptance, and the bill shall be payable accordingly, but where the holder in good faith and by mistake inserts a wrong date, or in every other case where a wrong date is inserted, if the bill subsequently comes into the hands of a holder in due course, the bill is not voided thereby, but operates and is payable as if the date so inserted had been the true date.

Where a simple signature on a blank paper is delivered by the signer in order that it may be converted into a bill, it operates, in the absence of evidence to the contrary, as an authority to fill it up as a complete bill for any amount, using the signature for that of the drawer or acceptor, or an endorser, and, in like manner, when a bill is wanting in any material particular, the person in possession of it has, in the absence of evidence to the contrary, the authority to fill up the omission in any way he thinks fit.

In order that any instrument referred to in section 30 when completed may be enforceable against any person who became a party thereto prior to its completion, it must be filled up within a reasonable time and strictly in accordance with the authority given, but where any such instrument, after completion, is negotiated to a holder in due course, it is valid and effectual for all purposes in his hands, and he may enforce it as if it had been filled up within a reasonable time and strictly in accordance with the authority given.

Reasonable time within the meaning of this section is a question of fact.

The drawer of a bill and any endorser may insert therein the name of a person, who shall be called the referee in case of need, to whom the holder may resort in case of need, that is to say, in case the bill is dishonoured by non-acceptance or non-payment.

The holder may, at his option, resort to the referee in case of need or not, as he thinks fit.

The drawer of a bill, and any endorser, may insert therein an express stipulation

negativing or limiting his own liability to the holder; or

waiving, with respect to himself, some or all of the holder’s duties.

The acceptance of a bill is the signification by the drawee of his assent to the order of the drawer.

Where in a bill the drawee is wrongly designated or his name is misspelt, he may accept the bill as therein described, adding, if he thinks fit, his proper signature or he may accept by his proper signature.

An acceptance is invalid unless it complies with the following conditions:

it must be written on the bill and be signed by the drawee; and

it must not express that the drawee will perform his promise by any other means than the payment of money.

The mere signature of the drawee written on the bill without additional words is a sufficient acceptance.

A bill may be accepted

before it has been signed by the drawer or while otherwise incomplete; or

when it is overdue or after it has been dishonoured by a previous refusal to accept, or by non-payment.

When a bill payable at sight or after sight is dishonoured by non-acceptance and the drawee subsequently accepts it, the holder, in the absence of any different agreement, is entitled to have the bill accepted as of the date of first presentment to the drawee for acceptance.

An acceptance is either general or qualified.

A general acceptance assents without qualification to the order of the drawer.

A qualified acceptance in express terms varies the effect of the bill as drawn and, in particular, an acceptance is qualified that is

conditional, that is to say, that makes payment by the acceptor dependent on the fulfilment of a condition therein stated;

partial, that is to say, an acceptance to pay part only of the amount for which the bill is drawn;

qualified as to time; or

the acceptance of one or more of the drawees, but not of all.

An acceptance to pay at a particular specified place is not on that account conditional or qualified.

Every contract on a bill, whether it is the drawer’s, the acceptor’s or an endorser’s, is incomplete and revocable until delivery of the instrument in order to give effect thereto, but where an acceptance is written on a bill and the drawee gives notice to, or according to the directions of, the person entitled to the bill that he has accepted it, the acceptance then becomes complete and irrevocable.

As between immediate parties and as regards a remote party, other than a holder in due course, the delivery of a bill

in order to be effectual must be made either by or under the authority of the party drawing, accepting or endorsing, as the case may be; or

may be shown to have been conditional or for a special purpose only, and not for the purpose of transferring the property in the bill.

Where the bill is in the hands of a holder in due course, a valid delivery of the bill by all parties prior to him, so as to make them liable to him, is conclusively presumed.

Where a bill is no longer in the possession of a party who has signed it as drawer, acceptor or endorser, a valid and unconditional delivery by him is presumed until the contrary is proved.

Where a bill is not payable on demand, three days, called days of grace, are, in every case, where the bill itself does not otherwise provide, added to the time of payment as fixed by the bill, and the bill is due and payable on the last day of grace, but whenever the last day of grace falls on a legal holiday or non-juridical day in the province where any such bill is payable, the day next following, not being a legal holiday or non-juridical day in that province, is the last day of grace.

In all matters relating to bills of exchange, the following and no other days shall be observed as legal holidays or non-juridical days:

in all the provinces,

Sundays, New Year’s Day, Good Friday, Victoria Day, Canada Day, Labour Day, National Day for Truth and Reconciliation, which is observed on September 30, Remembrance Day and Christmas Day,

the birthday (or the day fixed by proclamation for the celebration of the birthday) of the reigning Sovereign,

any day appointed by proclamation to be observed as a public holiday, or as a day of general prayer or mourning or day of public rejoicing or thanksgiving, throughout Canada, and

the day next following New Year’s Day, Christmas Day and the birthday of the reigning Sovereign (if no other day is fixed by proclamation for the celebration of the birthday) when those days respectively fall on a Sunday;

in any province, any day appointed by proclamation of the lieutenant governor of the province to be observed as a public holiday, or for a fast or thanksgiving within the province, and any day that is a non-juridical day by virtue of an Act of the legislature of the province; and

in any city, town, municipality or other organized district, any day appointed to be observed as a civic holiday by resolution of the council, or other authority charged with the administration of the civic or municipal affairs of the city, town, municipality or district.

Where a bill is payable at sight, or at a fixed period after date, after sight or after the happening of a specified event, the time of payment is determined by excluding the day from which the time is to begin to run and by including the day of payment.

Where a bill is payable at sight or at a fixed period after sight, the time begins to run from the date of the acceptance if the bill is accepted, and from the date of noting or protest if the bill is noted or protested for non-acceptance or for non-delivery.

Every bill that is made payable at a month or months after date becomes due on the same numbered day of the month in which it is made payable as the day on which it is dated, unless there is no such day in the month in which it is made payable, in which case it becomes due on the last day of that month, with the addition, in all cases, of the days of grace.

The term month in a bill means the calendar month.

Capacity to incur liability as a party to a bill is coextensive with capacity to contract.

Nothing in this section enables a corporation to make itself liable as drawer, acceptor or endorser of a bill, unless it may do so under the law in force relating to that corporation.

Where a bill is drawn or endorsed by any infant, minor or corporation having no capacity or power to incur liability on a bill, the drawing or endorsement entitles the holder to receive payment of the bill and to enforce it against any other party thereto.

Subject to this Act, where a signature on a bill is forged, or placed thereon without the authority of the person whose signature it purports to be, the forged or unauthorized signature is wholly inoperative, and no right to retain the bill or to give a discharge therefor or to enforce payment thereof against any party thereto can be acquired through or under that signature, unless the party against whom it is sought to retain or enforce payment of the bill is precluded from setting up the forgery or want of authority.

Nothing in this section affects the ratification of an unauthorized signature not amounting to a forgery.

Where a cheque payable to order is paid by the drawee on a forged endorsement out of the funds of the drawer, or is so paid and charged to his account, the drawer has no right of action against the drawee for the recovery of the amount so paid, nor any defence to any claim made by the drawee for the amount so paid, as the case may be, unless he gives notice in writing of the forgery to the drawee within one year after he has acquired notice of the forgery.

In case of failure by the drawer to give notice of the forgery within the period referred to in subsection (3), the cheque shall be held to have been paid in due course with respect to every other party thereto or named therein, who has not previously instituted proceedings for the protection of his rights.

Where a bill bearing a forged or an unauthorized endorsement is paid in good faith and in the ordinary course of business by or on behalf of the drawee or acceptor, the person by whom or on whose behalf the payment is made has the right to recover the amount paid from the person to whom it was paid or from any endorser who has endorsed the bill subsequent to the forged or unauthorized endorsement if notice of the endorsement being a forged or an unauthorized endorsement is given to each such subsequent endorser within the time and in the manner mentioned in this section.

Any person or endorser from whom an amount has been recovered under subsection (1) has the like right of recovery against any prior endorser subsequent to the forged or unauthorized endorsement.

The notice referred to in subsection (1) shall be given within a reasonable time after the person seeking to recover the amount has acquired notice that the endorsement is forged or unauthorized, and may be given in the same manner, and if sent by post may be addressed in the same way as notice of protest or dishonour of a bill may be given or addressed under this Act.

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

Where a person signs a bill as drawer, endorser or acceptor and adds words to his signature indicating that he has signed for or on behalf of a principal, or in a representative character, 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.

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.

Valuable consideration for a bill may be constituted by

any consideration sufficient to support a simple contract; or

an antecedent debt or liability.

An antecedent debt or liability is deemed valuable consideration, whether the bill is payable on demand or at a future time.

Where value has, at any time, been given for a bill, the holder is deemed to be a holder for value as regards the acceptor and all parties to the bill who became parties prior to that time.

Where the holder of a bill has a lien on it, arising either from contract or by implication of law, he is deemed to be a holder for value to the extent of the sum for which he has a lien.

An accommodation party to a bill is a person who has signed a bill as drawer, acceptor or endorser, without receiving value therefor, and for the purpose of lending his name to some other person.

An accommodation party is liable on a bill to a holder for value, and it is immaterial whether, when that holder took the bill, he knew that party to be an accommodation party or not.

A holder in due course is a holder who has taken a bill, complete and regular on the face of it, under the following conditions, namely,

that he became the holder of it before it was overdue and without notice that it had been previously dishonoured, if such was the fact; and

that he took the bill in good faith and for value, and that at the time the bill was negotiated to him he had no notice of any defect in the title of the person who negotiated it.

In particular, the title of a person who negotiates a bill is defective within the meaning of this Act when he obtained the bill, or the acceptance thereof, by fraud, duress or force and fear, or other unlawful means, or for an illegal consideration, or when he negotiates it in breach of faith, or under such circumstances as amount to a fraud.

A holder, whether for value or not, who derives his title to a bill through a holder in due course, and who is not himself a party to any fraud or illegality affecting it, has all the rights of that holder in due course as regards the acceptor and all parties to the bill prior to that holder.

Every party whose signature appears on a bill is, in the absence of evidence to the contrary, deemed to have become a party thereto for value.

Every holder of a bill is, in the absence of evidence to the contrary, deemed to be a holder in due course, but if, in an action on a bill, it is admitted or proved that the acceptance, issue or subsequent negotiation of the bill is affected with fraud, duress or force and fear, or illegality, the burden of proof that he is the holder in due course is on him, unless and until he proves that, subsequent to the alleged fraud or illegality, value has in good faith been given for the bill by some other holder in due course.

No bill, although given for a usurious consideration or on a usurious contract, is void in the hands of a holder, unless the holder had at the time of its transfer to him actual knowledge that it was originally given for a usurious consideration or on a usurious contract.

A bill is negotiated when it is transferred from one person to another in such a manner as to constitute the transferee the holder of the bill.

A bill payable to bearer is negotiated by delivery.

A bill payable to order is negotiated by the endorsement of the holder.

Where the holder of a bill payable to his order transfers it for value without endorsing it, the transfer gives the transferee such title as the transferor had in the bill, and the transferee in addition acquires the right to have the endorsement of the transferor.

Where any person is under obligation to endorse a bill in a representative capacity, he may endorse the bill in such terms as to negative personal liability.

An endorsement in order to operate as a negotiation must be

written on the bill itself and be signed by the endorser; and

an endorsement of the entire bill.

An endorsement written on an allonge, or on a copy of a bill issued or negotiated in a country where copies are recognized, is deemed to be written on the bill itself.

A partial endorsement, that is to say, an endorsement that purports to transfer to the endorsee a part only of the amount payable, or that purports to transfer the bill to two or more endorsees severally, does not operate as a negotiation of the bill.

The simple signature of the endorser on a bill, without additional words, is a sufficient endorsement.

Where a bill is payable to the order of two or more payees or endorsees who are not partners, all must endorse, unless the one endorsing has authority to endorse for the others.