Generally.—A promissory note may be made payable by instalments, and in such a case the maker is entitled to days of grace in respect of each instal ment. No note payable to bearer, on demand, may be made for a less sum than 1'20, unless it is made payable at the place of its issue. A promissory note, payable on demand, is a present debt, and is payable and actionable without any actual demand, and the statute of limitations begins to run from its date. It makes no difference that the note carries interest, except that thereby the debt is continually increasing day by day (Norton v. Ellam). A mere written direction by the holder of a note that it be destroyed, even though given at the point of death and because the note cannot at the time be found to be cancelled or given back to the maker, is not a sufficient legal renunciation by the holder of his rights in the note. A renunciation to be effective must either take the form of delivery up of the note itself to the maker, or be in writing and in itself a record of the renunciation ; not simply a memorandum or note of the renunciation or of an intention or desire to re nounce (In re George : Francis v . Bruce). An insufficiently stamped promissory note is not admissible in evidence to prove the loan of the money, nor the receipt of the money for which it was given (Ashling v. Boon). See BILL OF EXCHANGE.
PROMOTER.—This term is applied by law to every person who is actually engaged in the promotion—i.e. the bringing into existence--of a company, whether it be as the moving spirit in the matter or only as a subordinate assistant, provided he has authorised the issue of the prospectus. But professional men, such as solicitors, auditors, &c., who only perform their usual functions, are not promoters. Many people, however, would properly be called promoters whose connection with the promotion of a com pany is very indirect and distant, and who would themselves strenuously repel the suggestion that they are such in fact. There is no doubt that edl those who are not openly professional promoters, in the generally accepted sense of the term, have a strong dislike to be referred to as company pro moters.• The reason is that a certain popular odium has always been attached to the profession of a company promoter, and for this there has generally existed a considerable justification. Nevertheless the person who assists, for example, in finding a director for a proposed company, or in placing some shares therein, is, strictly speaking, equally a promoter with the person mainly responsible for the flotation. And so, too, the old established city firm of merchants whose business, as a consequence of modern commercial development, has drifted from commerce into finance, is generally, by reason of its participation in up-to-date financial enterprise, as much a promoting firm as is some newly-established firm of so-called financial agents. It is necessary that this wide scope of the term should
be well understood, because of the legal position that a promoter must necessarily occupy. He is regarded by the law as practically a trustee for the company whose formation he concerns himself with. And not merely a trustee for some clique of co-promoters, or even for the particular directors or shareholders with whom he is personally brought into contact, but for the company itself. This fact should be grasped by both promoters and shareholders; it is equally important to each of these classes. A promoter, because he occupies this fiduciary position, cannot lawfully make any secret profits ; if he does so, the company is entitled to make him account therefor. And profits are considered to be secret unless they are disclosed, without any material reserve, to the company concerned And in ;this connection the statutory requirements with regard to the disclosure of certain facts in the PROSPECTUS (q.v.) of the company should be carefully observed, for now, by the Companies Act, 1908, the legislature has formulated rules which make it difficult for promoters, who invite the public to subscribe by a pro spectus, to successfully evade the obligations of their position. Though a person whose connection with the forniation of a company is only incidental may be a promoter in the legal sense of the term, and as such weighted with a certain responsibility to the public and his company in particular, it is the professional company promoter who looms most largely in the public eye, and who demands some special notice here. He has acquired his notoriety mainly by reason of the large and frequent profits he makes, his extensive and many bankruptcies, and the financial embarrassment in which he generally ultimately involves his constituents. IIis chief efforts have two objectives. The first is to collect money from the public by inducing subscriptions to a company upon the strength of statements in the prospectus ; the second is to obtain money from that source by inducing the public to purchase in the market the shares in the company. In either case he must first proceed to the flotation of the company. The resulting liability is in the two cases very different. That the professional promoter has been quick to recognise this fact is shown by his preference for that mode of promotion which does not necessitate the issuing of a prospectus (for the definition of Which see the Companies Act, 1908), and enables him to practi cally ignore those provisions of the Companies Acts which were intended to regulate his conduct and protect the public from attacks on its purse.