Bills of Exchange Act (R.S.C., 1985, c. B-4)

Marginal note:Transfer words

• 20 (1) 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.

• Marginal note:Negotiable bill

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

• Marginal note:When payable to bearer

  (3) 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.

• Marginal note:Certainty of payee

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

• Marginal note:Fictitious payee

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

Marginal note:Bill payable to order

• 21 (1) 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.

• Marginal note:When payable to person or order

  (2) 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.

Marginal note:When payable on demand

• 22 (1) A bill is payable on demand

  • (a) that is expressed to be payable on demand or on presentation; or

  • (b) in which no time for payment is expressed.

• Marginal note:Endorsed when overdue

  (2) 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.

Marginal note:Determinable future time

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

• (a) at sight or at a fixed period after date or sight; or

• (b) 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.

Marginal note:Inland bill

• 24 (1) An inland bill is a bill that is, or on the face of it purports to be,

  • (a) both drawn and payable within Canada; or

  • (b) drawn within Canada on a person resident in Canada.

• Marginal note:Foreign bill

  (2) Any other bill is a foreign bill.

• Marginal note:Presumption

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

Marginal note:Bill or note

25 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.

Marginal note:Valid bill

26 A bill is not invalid by reason only that it

• (a) is not dated;

• (b) does not specify the value given, or that any value has been given therefor;

• (c) does not specify the place where it is drawn or the place where it is payable; or

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

Marginal note:Sum certain

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

  • (a) with interest;

  • (b) by stated instalments;

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

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

• Marginal note:Figures and words

  (2) 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.

• Marginal note:With interest

  (3) 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.

Marginal note:True date presumption

28 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.

Marginal note:Undated bill payable after date

29 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.

Marginal note:Perfecting bill

30 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.

Marginal note:When completed

• 31 (1) 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.

• Marginal note:Reasonable time

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

Marginal note:Referee in case of need

• 32 (1) 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.

• Marginal note:Option

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

Marginal note:Stipulations

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

• (a) negativing or limiting his own liability to the holder; or

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

Acceptance

Marginal note:Acceptance

• 34 (1) The acceptance of a bill is the signification by the drawee of his assent to the order of the drawer.

• Marginal note:Drawee’s name wrong

  (2) 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.

Marginal note:Acceptance

• 35 (1) An acceptance is invalid unless it complies with the following conditions:

  • (a) it must be written on the bill and be signed by the drawee; and

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

• Marginal note:Mere signature

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

Marginal note:Acceptance

• 36 (1) A bill may be accepted

  • (a) before it has been signed by the drawer or while otherwise incomplete; or

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

• Marginal note:Acceptance after dishonour

  (2) 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.

Marginal note:Kinds

• 37 (1) An acceptance is either general or qualified.

• Marginal note:General

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

• Marginal note:Qualified

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

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

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

  • (c) qualified as to time; or

  • (d) the acceptance of one or more of the drawees, but not of all.

• Marginal note:Specified place

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

Delivery

Marginal note:When acceptance complete

38 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.