Before the note matures, the holder finds out that B.'s signature is a forgery, and threatens to prosecute A. In order to prevent this, B. gives the holder a memorandum, which says: "I hold myself responsible for the note for £100 bearing my signature." The ratification is invalid. B. is not liable on the note (g).

By sec. 54 it is further enacted, that the acceptor of a bill, by accepting it, is precluded from denying to a holder in due course, the existence of the drawer, and his capacity to draw the bill.

By sec. 55 of the Act, sub-sec. 1, the drawer of a bill, by drawing it, is precluded from denying to a holder in due course, the existence of the payee and his then capacity to indorse (). He is not however precluded from denying the genuineness of the payee's indorsement ().

By sec. 88, sub-sec. 2, the maker of a promissory note, by making it, is precluded from denying to a holder in due course the existence of the payee and his then capacity to indorse.

By sec. 64, (1) where a bill or acceptance is materially altered without the assent of all parties liable on the bill, the bill is avoided, except as against a party who has himself made, authorised, or assented to the alteration, and subsequent indorsers. Provided that, where a bill has been materially altered, but the

(1) Brook v. Hook, L. R. 6 Ex. 89, cited in Chalmers on Bills of Exchange, at p. 65.

(h) Accord. Collis v. Emmett, 1 H. Bl. 313; Phillips v.

Im Thurn, 18 C. B. N. S. 694;
L. R. 1 C. P. at p. 471.

(i) Duncan v. Scott, 1 Camp.

100.

alteration is not apparent, and the bill is in the hands of a holder in due course, such holder may avail himself of the bill as if it had not been altered, and may enforce payment of it according to its original tenour; (2) in particular, the following alterations are material, namely, any alteration of the date, the sum payable, the time of payment, the place of payment, and, where a bill has been accepted generally, the addition of a place of payment without the acceptor's assent.

It seems that an alteration of the marginal figures in a bill would not be a material alteration within the above section, as the marginal figures are not an essential part of the bill (k). But, with regard to material alterations, the above section appears to alter the law in cases like Young v. Grote (1).

(k) Garrard v. Lewis, L. R. 10 (1) 4 Bing. 253; ante, p. 292. Q. B. D. 30.

CHAPTER X.

REPRESENTATION.

THE first enunciation in England of the above as a distinct branch of estoppel was made in the well-known case of Pickard v. Sears (a), described by an American writer on estoppel (b) as a case which bears much the same relation to this part of the subject as the Duchess of Kingston's case does to estoppel by record. The origin, however, of this branch of estoppel, according to the same author, is to be found in equity, and he cites the authority of Lord Eldon in Evans v. Bicknell (c), who says: "For it is a very old head of equity, that if a representation be made to another person going to deal in a matter of interest upon the faith of that representation, the former shall make that representation good, if he knows it to be false" (d). The rules of law, however,

(a) 6 A. & E. 469; see also Heane v. Rogers, 9 B. & C. 586; and Graves v. Key, 3 B. & Ad. 318, note (a); where the principles laid down in Pickard v. Sears, were foreshadowed, but not distinctly enunciated.

see Burrowes v. Lock, 10 Ves. Junr. 470.

(d) The same principle had, however, been adopted at common law in actions of deceit. See Pasley v. Freeman, 3 T. R. 51. And see Simm v. Anglo-American

(b) See Bigelow on the Law of Telegraph Co., L. R. 5 Q. B. D. Estoppel (2nd ed.), p. 431.

(c) 6 Ves. Junr. 173, 182; and

188 (per Brett, L. J., at p. 206).

applicable to this class of estoppel, have only taken definite shape in modern times.

The principles upon which estoppels of this kind. depend, are well stated in the cases of Pickard v. Sears (e), Gregg v. Wells (f), and Freeman v. Cooke (g), which may be regarded as leading cases upon this part of the subject, and which, together with some later cases which serve to explain or illustrate them, will be first dealt with in the present chapter. These principles, and the dicta in support of them, which have, with few exceptions (h), been approved of by the most eminent authorities, have been applied to a great variety of cases, some of which will be given as illustrations in the present chapter.

The general principle is stated by Lord Denman, C. J., in Pickard v. Sears (1), as follows: "Where one by his words or conduct wilfully causes another to believe the existence of a certain state of things, and induces him to act on that belief, so as to alter his own previous position; the former is concluded from averring against

(e) 6 A. & E. 469.
(ƒ) 10 A. & E. 90.
(g) 2 Ex. 654.

(h) In Jorden v. Money, 5 H. L. Cas. 185. Lord Cranworth (at p. 214) says that he thinks the rule is stated a little too broadly in Gregg v. Wells, 10 A. & E. 90. Not so, Lord St. Leonards, who approves of the rule as there stated; see his judgment at p. 255. But see also per

Stephen, J., in Alderson v. Maddison, L. R. 5 Ex. D. 293, at p. 303.

(i) 6 A. & E. 469. It appears

that the doctrine laid down in Pickard v. Sears has no application to a conveyance of land. See the judgments in White V. Greenish, 11 C. B. N. S. 209 (per Erle, C. J., at p. 230, per Byles, J., at p. 234, and per Keating, J., at p. 236.)

the latter a different state of things as existing at the same time." It is pointed out by Parke, B., in Freeman v. Cooke (k), that the word "wilfully" should be taken as governing both the word "causes" and the word "induces"; and he further says: "Whether that rule has been correctly acted upon by the jury in all the reported cases in which it has been applied, is not now in question; but the proposition contained in the rule itself, as above laid down in the case of Pickard v. Sears (1), must be considered as established. By the term 'wilfully,' however, in that rule, we must understand, if not that the party represents that to be true which he knows to be untrue, at least, that he means his representation to be acted upon, and that it is acted upon accordingly; and if, whatever a man's real intention may be, he so conducts himself that a reasonable man would take the representation to be true, and believe that it was meant that he should act upon it, and did act upon it as true, the party making the representation would be equally precluded from contesting its truth; and conduct by negligence or omission, where there is a duty cast upon a person, by usage of trade or otherwise, to disclose the truth, may often have the same effect. As, for instance, a retiring partner omitting to inform his customers of the fact, in the usual mode, that the continuing partners were no longer authorized to act as his agents, is bound by all contracts made by them with third persons, on the faith of their being so

(k:) 2 Ex. 654; see also McKenzie v. British Linen Co.,

L. R. 6 App. Cas. 82.
(7) 6 A. & E. 469.