instrument is, in short, at once a receipt and contract of carriage; it acknowledges the receipt of the property (which receipt is liable to correction) and contracts to carry and deliver over.1 There are various modern enactments, both in England and this country, tending to invest the transferee of a bill of lading, whether by way of pledge or sale, with the substantial advantages of a holder by indorsement.2 And title to the goods, either absolutely or by way of pledge, may be acquired by a transfer of the bill of lading. Nevertheless, it by no means follows, even though a statute makes bills of lading "negotiable" by indorsement and delivery, that all the consequences incident to the possession of a bill or note payable to bearer or a blank indorsee become conferred.* Bills of lading are in these days issued for goods whether by land or water transit; but there appears no essential dis Emery v. Irving Nat. Bank, 25 Ohio 1 See St. Louis R. v. Knight, 122 U. S. 79. 2 See English act 18 & 19 Vict. c. 111 (1855), which gives the consignee or indorsee full right to sue. And see Shaw v. Merchants' Bank, 101 U. S. 557. 8 Commercial Bank v. Pfeiffer, 22 Hun, 327. The property described in the bill of lading may thus become appropriated even though the bill be transferred without formal indorsement. Holmes v. Bailey, 92 Penn. St. 57. 4 Thus, as to the bona fide purchaser of a lost or stolen bill of lading, the privilege applicable to negotiable paper is not presumed to avail him. Shaw v. Merchants' Bank, 101 U. S. 557. Cf. Tiedeman v. Knox, 53 Md. 612; Schoul. Bailm. § 190. And the first of triplicate bills of lading takes no priority, but the second or third may be bonâ fide regarded by the carrier, unless he is notified seasonably to the contrary. Glyn v. East India Dock Co., 7 App. Cas. 591. There may be a variance between different bills of lading, or a misdescription of property in such an instrument where the receipt of the carrier is subject to explanation. See supra, § 321; 23 Hun, 283; Schoul. Bailm. § 190. Possession of goods acquired under a bill of lading is sufficient to maintain an action against one who does not show a better title. Adams v. O'Connor, 100 Mass. 515; Murray v. Warner, 55 N. H. 546. Bills of lading fraudulently signed and issued, the goods never having been received, do not by the better opinion render the carrier liable even to a bona fide holder. Baltimore R. v. Wilkens, 44 Md. 11; Pollard v. Vinton, 105 U. S. 7; 130 U. S. 416. Cf. Armour v. Michigan Cent. R., 65 N. Y. 111. As to bills of lading, see, more generally, Schoul. Bailm. §§ 190, 387, 475-477, 533-537, and other works treating of the law of carriers. tinction between the two classes as to the rights and duties conferred thereby. § 472. Warehouse Receipts; whether Negotiable. Warehouse receipts, in accordance with the modern business tendencies, are now often treated as quasi-negotiable, to much the same extent as bills of lading. But they are not negotiable in the full sense; and even though a statute should confer negotiable qualities upon this class of instruments, it could not fairly render the warehouseman a guarantor of the title of property placed in his custody; while, too, his receipt of goods might be subject to correction. etc. § 473. Letters of Credit, Circular Notes, Certificates of Deposit, III. Letters of credit are not negotiable, though in some particulars they resemble bills of exchange. A., going abroad, takes for convenience a letter from B., by which B. requests his foreign banker to honor the drafts of A. to a certain extent, and charge the same to B.'s account; and this letter is called a letter of credit. Had B. drawn directly and at once on the foreign banker for the whole amount in A.'s favor, the instrument would have been a bill of exchange; but being a letter of credit, the doctrine of negotiable instruments does not apply.2 In these days of foreign travel, while rates of exchange between different countries vary and fluctuate, letters of credit are found exceedingly useful to tourists.3 Circular notes, too, as they are called, which refine a little upon the simple letter of credit, and may be useful to travellers abroad, are generally, but not always, for specific sums; and they are purchased from a banking-house, with 1 Insurance Co. v. Kiger, 103 U. S. 352. Warehouse receipts made payable to bearer are not negotiable; there must be a written indorsement and delivery. 6 Mo. App. 172. 2 The convenience afforded by letters of credit is obvious, and this convenience must often be mutual, as between A. and B.; for not only may B.'s liability be less, while it cannot be more than the limit he has set, but A. may draw for the amount named in such sums and at such times as suit his own convenience,― lessening, if he pleases, his own indebtedness to A. by not drawing for the full amount. 3 A letter of credit is liberally available in favor of the person who advances on the faith of it; whether as the person solely addressed, or on a general letter. Lawrason v. Mason, 3 Cr. 492; Pollock v. Helm, 54 Miss. 1. the design of being used at any of the banker's agents or correspondents in various foreign places. Like the common letter of credit, these circular notes enable one to dispense with the necessity of carrying large sums upon his person. The nearer all such letters and circulars approximate to the bill of exchange, the more nearly do they come within the designation of negotiable instruments; yet, as a general rule, though transferable by indorsement, they are thus far treated in the courts as being governed by the law of ordinary contracts, rather than that which applies to bills and notes.1 But the "certificate of deposit," as it is generally termed in this country, or, in other words, that certificate which a bank or other depositary issues to an individual upon his paying over a sum of money, by way of irregular deposit, or for the purchase of the certificate, is treated as in effect the promissory note of such depositary, and subject to the usual rules of negotiable paper. Certificates of this description usually state that the party in question has deposited that sum, payable to himself or order on demand, or on return of the certificate properly indorsed.2 The advantage of using certificates of deposit is seen in the substitution of the larger credit of the bank for that of the individual, who may thus transfer the certificate to distant parties at pleasure, or carry it on his person until he is ready to use the money. Such transactions are to be distinguished from the ordinary deposits of a customer at his bank, with the use of a deposit book; for to sue the bank, in the latter case, one must first make a demand, either by check or otherwise, while here the bank is immediately liable upon its own note if failing to honor it. Sometimes a bank issues certificates made payable on time, instead of on demand. But, whether made payable on time or on demand, certificates of deposit are 1 See 2 Pars. Notes and Bills, 108, 109; Birckhead v. Brown, 5 Hill, 634; Orr v. Union Bank of Scotland, 1 H. Ld. Cas. 513; Lonsdale v. Lafayette Bank, 18 Ohio, 126; Carnegie v. Morrison, 2 Met. 381; Union Bank v. Coster, 3 Comst. 203. 2 Poorman v. Mills, 35 Cal. 118; Payne v. Gardiner, 29 N. Y. 146 ; Hunt v. Divine, 37 Ill. 137; Vastine v. Wilding, 45 Mo. 89. 3 See Payne v. Gardiner, and Hunt v. Divine, supra. substantially promissory notes of the same description, and should be presented for payment, when due, in a corresponding manner; though we should say that a certificate payable on demand ought not readily to be presumed overdue in a holder's hands, more than a bank check. The rule as to indorsement and the rights of indorsee or bearer appears to be essentially that of promissory notes. If the holder of a certificate of deposit puts it into his own bank, the latter must honor his checks drawn against the fund; 2 and by receiving and applying such certificate this bank acquires the rights of a bona fide holder against the bank which issued it.3 § 474. Coupon Bonds and their Negotiable Qualities; English Rule. IV. The manifest disposition of the present age to multiply the kinds of negotiable instruments in circulation. is well illustrated in the history of "coupon bonds,” —a kind of security which is now constantly found in the money market, being a great favorite with the capitalist, and eagerly offered by borrowers who wish to make their debts attractive; though before 1850 the name was scarcely known in our American legal circles. To borrow money on a personal bond conditioned for the repayment of the loan at some future date specified is no new thing; and additional security in the shape of a mortgage of real estate was frequently furnished by the obligor in the days of our ancestors. But how could securities of this sort pass about readily, at their market value, when assignment was attended with considerable formality, when the assignee was 1 Poorman v. Mills, 35 Cal. 118. See Phelps v. Town, 14 Mich. 374. And consistently, too, one who takes such a certificate payable on demand unreasonably late after date takes it subject to the original equities. Tripp v. Curtenius, 36 Mich. 494. A certificate of deposit in the usual form, payable to order, renders an indorser liable as such. Pardee v. Fish, 60 N. Y. 265. The mere possession of an unindorsed certificate of deposit, naked and unexplained, is held not to afford prima facie proof of title, as against the payee therein named; this on a principle broad enough to include all negotiable paper whatever. Vastine v. Wilding, 45 Mo. 89, criticising statement in 2 Pars. Notes and Bills, 444. 2 Armstrong v. Am. Exch. Bank, 133 U. S. 566. 3 Ib. Goldsmiths by way of doing a banking business used to issue receipts for deposits after this manner. 2 Daniel, Neg. Instr. § 1698 a. compelled to sue in the name of the original obligee, holding subject to the original equities, and when it was found an awkward matter for all parties to adjust interest payments, pending the maturity of the principal debt? The seal which distinguished a bond from a note was a legal obstruction to negotiability. As Mr. Parsons says, however, there has been a tendency on the part of courts and legislators, perhaps even more on that of the mercantile community, to extend some of the advantages of negotiable paper to other contracts and instruments. And in 1811 when the Court of King's Bench in England expressed strong doubts whether the bona fide purchaser for value of East India Company bonds could be protected against a former owner, from whom they had been fraudulently obtained, upon the ground that they were not assignable at law, Parliament immediately interfered, and declared that such bonds should be assignable and transferable by delivery of the possession thereof. The recognition of bonds in the negotiable form as negotiable instruments has since been largely, if not altogether, accomplished in the English courts, as appears [1870] from the latest important decisions on the subject.3 1 See 2 Pars. Notes and Bills, 112. 2 Ib. See Glyn v. Baker, 13 East, 510; 51 Geo. III. c. 64. 8 In a decision rendered in 1870, a company had issued, as duly authorized by its memorandum of associa tion, instruments described on their face as "debenture bonds," and stamped as bonds, and expressing that the company "bind themselves to pay the bearer the principal sum of £20." The words, with respect to the interest, were in similar form; and the instruments were sold in open market. The company being in course of winding up, it was admitted that the company had equities against the parties to whom the instruments were originally issued; and, on one side, it was claimed that these equities ought to be enforced against the holders, because the bonds were not negotiable. But the Court held, upon full consideration of the case 1st, That the instruments were promissory notes, or, if not promissory notes, at least negotiable instruments, and amounting to contracts to pay any one who might happen to be the bearer; 2d, That, consequently, holders for value without notice of the original equities were entitled to prove for the amount due, free from all such equities. Imperial Land Co., In re, L. R. 11 Eq. 478. "A case of the greatest possible importance." Per Malins, V. C. See former conflicting cases cited in this case; also, City Bank, Er parte, L. R. 3 Ch. 758; Brown v. London, 13 C. B. N. s. 828; Higgs v. Assam Tea Co., L. R. 4 Ex. 387. The negotiability of municipal and corporate bonds, in negotiable form, notwithstanding the seal, |