Sec 796

Even though a security be not on its face negotiable, a party who sells it for value cannot set up secret equities against a bona fide holder. And a party who entrusts such a document for sale to a broker without notice is estopped from setting up his title against parties taking such security in good faith and for value from the broker.5

Sec 797

It will be hereafter considered how far parties issuing bonds may contract that they shall be free from equities.6 Whether there is such an intention is to be determined, under the applicatory law, by the document itself, aided, as to latent ambiguities, by extrinsic proof.7 In this country, bonds issued by corporations are regarded as transferable free from equities;8 and the purchaser for value, without notice, of a coupon bond, payable to bearer, may sue on it in his own name unaffected by the equities of prior holders.9 - As negotiable instruments are regarded in England, scrip issued provisionally by the agents of a foreign government, preliminary to the issue of bonds;10 and "such bonds or scrip, and other foreign instru-

in House of Lords, L. R. 1 Ap. Ca. 476.

Party may be estopped from denying liability.

Whether bonds are negotiable depends upon terms of document.

1 Cowie V. Stirling, 6 E. & B. 333.

2 See Yates V. Nash, 8 C. R. N. S. 851; Leake, 2d ed. 437.

3 Pollock, 3d ed. 236; Robbett V. Pinkett, L. R. 1 Ex. D. 368; Carpenter V. Bank, 123 Mass. 66; Colson V. Arnot, 57 N. Y. 253; Buckley V. Bank, 35 N. J. L. 400; see supra, sec 744.

4 Bircleback V. Wilkins, 22 Penn. St. 26; see infra, sec 841.

5 Infra, sec 846; Goodwin V. Robarts, L. R. 1 Ap. Ca. 486; South Ottawa V. Perkins, 94 D. S. 260; Cowdrey V. Van-benburgh, 101 U. S. 572; Jarvis V.

Rogers, 13 Mass. 105; Society for Savings V. New London, 29 Conn. 174; McNeil V. Bank, 46 N. Y. 325; Merchants' Bank V. Livingston, 74 N. Y. 223; Combs V. Chandler, 33 Oh. St. 178. See Wh. on EV. sec 1147; Bigelow on Est. 452-67; and as to corporations see supra, sec 141.

6 Infra, sec 846.

7 Infra, sec 843.

8 See supra, sec 138 et seq.; infra, sec 846; Mercer Co. V. Hacket, 1 Wall. 83; see Green's Brice's Ultra Vires, 268.

9 Fox V. Iron Co., 17 Leg. Int. 149. Coupons payable to bearer may be sued on by the holder separately from the bonds. Beaver Co. V. Armstrong, 44 Penn. St. 63.

10 Goodwin V. Robarts, L. R. 10 Ex. 76; aff. in Ex. Ch. L. R. 10 Ex. 33; merits negotiable by the law of the country where they are made, may be recognized as negotiable by our courts, though they do not satisfy all the conditions of an English negotiable instrument."1 The law of the place of payment, in such cases, determines the forms of demand and protest.2 - Irrespective of the question of negotiability, the assignee of a bond is in most states entitled to bring suit on it in his own name. This, however, does not involve negotiability so as to free the holder from equities attaching prior to notice of the assignment.3 But to entitle the assignee of a railroad bond, payable to W. F., or assigns, to sue on such bond, he must prove endorsement or assignment in writing to him from W. F.4 "No doubt," said the court, "this bond was assignable in law so as to authorize the assignee to sue in his own name under the provisions of the act of May 28th, 1715, and it is conceded that it might have been assigned in equity by a parol deliver}', but then the action must be in the name of the obligee."5 Railroad bonds payable to bearer, however, may be sued on by the holder.6 - Mint certificates, though they may be assignable, are not regarded as negotiable,7 nor are certificates of deposits in savings funds.8 The form of assignments, as a rule, is to be determined by the lex fori.9.