4.5. Offer and acceptance According to Art. 435 of the Civil Code of the Russian Federation, an offer is recognized as an offer addressed to one or several specific persons, which is quite definite and expresses the intention of the person who made the offer to consider himself to have entered into an agreement with the addressee, who will

It follows from the content of a bill of exchange that obligations under it for the drawee (payer) arise only from the moment of acceptance (acceptance) of the bill by him. Otherwise, he remains a completely outsider for the bill. Proceeding from this, the recipients of money under a bill of exchange can find out in advance of the due date the payer's attitude towards payment of the bill. This goal is achieved by presenting the bill to the drawee with a proposal to accept it and, therefore, to assume the obligation to make payment.

At the same time, presenting a bill for acceptance is not a prerequisite for those cases where the holder of the bill is confident in the independence of the drawee and the drawee.

A bill of exchange may be presented for acceptance at any time from the date of its issuance to the moment of maturity. Specific conditions (presentation for acceptance with or without a fixed term or without acceptance) must be specified and dated in the bill by the drawer and endorsers. The bill can be presented for acceptance and accepted even after the due date, and the drawee is liable for it as if he had accepted the bill before the due date. Usually, a bill of exchange is presented for acceptance by banks at the address of the payer, which, as a rule, coincides with the place of residence. The drawee has the right to demand that the bill be presented to him again a day after the first presentation. If after this period there is no acceptance, then the bill is considered not accepted. The drawee has no right to demand that the bill of exchange be retained for acceptance.

Acceptance is usually marked on the left side of the front side of the bill and is expressed by the words "accepted", "accepted", "I will pay", etc. with the obligatory affixing of the signature of the payer. A simple inscription on the face of the bill also signifies the acceptance of the bill.

The need to put down the date of acceptance arises for bills of exchange payable within a certain period from presentation, or if the bill must be presented for acceptance within a certain period due to a special condition, unless the holder of the bill requires that the acceptance be dated on the day of presentation. No reservations or special conditions are allowed in the acceptance, except as amended.

The payer may limit the acceptance to a part of the amount. The rest of the bill is considered unaccepted.

A bill of exchange is considered unaccepted if:

a) if it is impossible to find the payer at the specified address;

b) the payer himself died (for individuals);

It follows from the content of a bill of exchange that obligations under it for the drawee (payer) arise only from the moment of acceptance (acceptance) of the bill by him. Otherwise, he remains a completely outsider for the bill. Proceeding from this, the recipients of money under a bill of exchange can find out in advance of the due date the payer's attitude towards payment of the bill. This goal is achieved by presenting the bill to the drawee with a proposal to accept it and, therefore, to assume the obligation to make payment.

At the same time, presenting a bill for acceptance is not a prerequisite for those cases where the holder of the bill is confident in the independence of the drawee and the drawee.

A bill of exchange may be presented for acceptance at any time from the date of its issuance to the moment of maturity. Specific conditions (presentation for acceptance with or without a fixed term or without acceptance) must be specified and dated in the bill by the drawer and endorsers. The bill can be presented for acceptance and accepted even after the due date, and the drawee is liable for it as if he had accepted the bill before the due date. Usually, a bill of exchange is presented for acceptance by banks at the address of the payer, which, as a rule, coincides with the place of residence. The drawee has the right to demand that the bill be presented to him again a day after the first presentation. If after this period there is no acceptance, then the bill is considered not accepted. The drawee has no right to demand that the bill of exchange be retained for acceptance.

Acceptance is usually marked on the left side of the front side of the bill and is expressed by the words "accepted", "accepted", "I will pay", etc. with the obligatory affixing of the signature of the payer. A simple inscription on the face of the bill also signifies the acceptance of the bill.

The need to put down the date of acceptance arises for bills of exchange payable within a certain period from presentation, or if the bill must be presented for acceptance within a certain period due to a special condition, unless the holder of the bill requires that the acceptance be dated on the day of presentation. No reservations or special conditions are allowed in the acceptance, except as amended.

The payer may limit the acceptance to a part of the amount. The rest of the bill is considered unaccepted.

A bill of exchange is considered unaccepted if:

a) if it is impossible to find the payer at the specified address;

b) the payer himself died (for individuals);

c) insolvency of the payer;

d) if it is indicated on the bill "not accepted", "not accepted", etc.;

e) if the inscription on acceptance is crossed out.

The development of commercial relations creates the ground for more and more intensive introduction of securities into everyday life. In this regard, interested parties need to approach the study of all the nuances associated with them in more detail. These, for example, include the acceptance of a bill - a phenomenon in the financial sector is not rare.

Basic concepts

To understand what the term "accepted bill" means, it is necessary to consider first of all the types of this security. There are two main ones in total: simple and transferable. The first option will not be able to carry the acceptance initially. All because in this case the drawer and payer are one person.

And when creating a bill of exchange, it contains an offer (or order) to make a settlement on it. It is organized by the drawer and addressed to another person, who will have to become the payer.

If two persons are obligatorily fixed in a promissory note: the drawer and the holder, then in a transferable bill a third one joins it. The acceptor of a bill of exchange is the party that gives its obligation to pay it. It is he who is called upon to become a payer, giving a preliminary guarantee to make a settlement on paper.

It should be noted that the acceptor has no bill obligations to the drawer. He undertakes to pay for the paper for other reasons that lie in a different business plane. Accordingly, acceptance is the consent of a person to pay a bill of exchange within the prescribed period.

This procedure should not be confused with collection, when the bank gives an obligation to present paper for payment to the drawer in time, if its location is inconvenient for the drawer. With some similarity, it also differs from the operation in which the bill is avalized. An aval is a confirmation of a person (most often a bank) to settle a bill of exchange, provided that the drawer himself cannot carry it out within the prescribed period. That is, in this case it is assumed that after payment the drawer will be obliged to return the debt to the avalist. This is not expected upon acceptance.

Payment by a third party of a bill of exchange is an acceptance

There are two mandatory rules for making an acceptance:

• Its legal force takes place only on a security that is issued in compliance with all prescribed rules.
• The acceptance of a bill of exchange can be issued only after the payment document itself has been created, but not earlier.

The rules provide that there may be partial and full acceptance. This means that in the first case, the party undertakes to pay the amount of the bill only in part. If the specified acceptance takes place, then it must be certified by protest.

Grounds for acceptance

To complete the acceptance procedure, a number of grounds must be present. It should be immediately noted that they are not directly related to the issuance of the bill. There are a lot of such reasons, but all of them can be divided into two large groups:

• The presence of a debt from the payer to the drawer. For example, the second under the contract shipped the goods or provided the service. Paying the bill, the acceptor is calculated under the supply contract.
• Need to get a loan. In this case, as a payer, as a rule, a banking organization acts. Only she does not transfer the credit amount to the personal account of the drawer, but pays off the persons who provided goods or services. In such situations, the bill is most often immediately issued accepted.

The Rules do not establish the need for the payer to have acceptance obligations. However, they also allow the possibility of fixing them under the same supply contract, where the supplier will act as the drawer, and the buyer as the payer. But on the bill itself, there should not be any details appealing to this agreement.

Rights of the holder

Only the owner of the bill has the right to decide whether it is necessary to present the bill for acceptance.

The bill gives certain rights, but also imposes obligations.

If the holder of a bill has received a security with partial acceptance, then he has the following rights:

• To carry out a protest against a partial bill of exchange with a notary at the location of the payer. Then recover the entire missing amount through litigation.
• Present a bill of exchange to a notary for protest, and then transfer it to another bill holder, who will be engaged in collecting the missing amount.
• Do not protest, but hand over the bill to the endorser.

Each holder of a bill must remember that if the need to present the bill to the acceptor for payment was established by the drawer himself, then it is impossible to do otherwise. The paper will then lose its financial significance. If such a nuance was established by the endorser, then all parties except him will be liable for the unpaid bill in court proceedings.

If the acceptance of the bill of exchange was refused in whole or in part, then the holder of the bill may apply the right of recourse. This means that the owner of the bill can make a claim for its payment (full or partial) to all participants in the process of issuing and transferring the security. In any order. That is, it can be a drawer, an acceptor, and an endorser. These parties are jointly and severally liable to the holder.

Provided that on the security there is a designation of a specific period when it can be presented for acceptance (or a designation that it is impossible to present a bill of exchange before the established date), then compliance with these conditions is mandatory. Deviation from the specified time frame will entail a legal refusal of acceptance. And the bill holder has no right to protest it.

The bill of exchange must indicate the place where it should be presented. Most often, this is the place of residence of the payer. It is obligatory to contact the specified address. Failure to comply with this condition will also result in refusal of acceptance.

Summarizing the above, we conclude that a person who is recorded in it as a payer can accept a bill. The holder of a bill, in order to receive his money, must adhere to a number of basic rules.

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The acceptance of the bill is the expression by the payer in the prescribed form of his consent to pay the bill of exchange. The payer, who thus expressed his consent to pay the bill, is called the acceptor.

Acceptance - acceptance by the payer of the obligation to pay the bill of exchange on time. It should not be considered that the acceptance gives the holder of the bill the opportunity to apply to the drawee's bank for a debit of the accepted amount. A bill of exchange is not a demand for payment, and its acceptance entails quite different consequences. The payer who accepted the bill, that is, the acceptor, "undertakes the obligation to pay the bill of exchange on time" Part 1 of Art. 28th Regulations on transferable and promissory notes.

If the place of payment and the location of the payer do not match, the bill is called domiciled, and the third party to whom the payment is to be made is called the domicile. Domiciliation of bills is appropriate when the location of the payer and his bank is remote from business centers, and therefore it is desirable to establish the place of fulfillment of the obligation in these centers, so that it would be more convenient to receive money on the bill 11 .: Birits S.M. With theory of bills and bill transactions. -- SPb. 1893 p. 156-168..

The main legal significance of the acceptance is that only after the acceptance has been made, the drawee becomes an obligated person under the bill. Indeed, as long as the bill contains only an offer to pay made by the drawer, there is no obligation of the drawee in the bill. Similarly, there is no certainty that the bill will be paid on time. Therefore, acceptance solves both problems of a psychological and economic nature (increasing confidence in paying a bill, and therefore increasing its value and ability to circulate), as well as legal problems: since a bill is an abstract independent obligation, then until the obligation of the drawee is accepted to itself in the paper itself, it is absent, despite any prior non-exchange agreements.

Acceptance as an independent act of expressing consent to pay a bill of exchange is an attribute of only a bill of exchange. In a promissory note, the drawer, who is also the payer, has already expressed his consent to pay the bill by signing it. In a promissory note, the payer's signature is present from the very beginning, which means that his obligation to pay is also present from the very beginning. In accordance with Art. 75 of the Regulations, a signed promissory note must inevitably contain a simple and unconditional promise to pay a certain amount. This is also confirmed by Art. 25 of the Regulations “a simple signature of the payer, made on the front side of the bill, has the force of acceptance. In a promissory note, the signature of the payer on the front side of the bill is a mandatory requisite of the bill.

Promissory notes are not subject to acceptance. In these bills, the drawer appoints himself as the payer, Part 2 of Art. 3rd Regulations. Thus, in them the drawer and payer coincide in one person. Due to the fact that the drawer undertakes to pay himself, these bills by their nature are simple, so their acceptance is impossible 11 Krasheninnikov EA Drawing up a bill. -- Yaroslavl, 1992, p. 42-43..

It should be said that, although the real debt of the payer to the drawer of the bill of exchange lies at the heart of the bill of exchange, nevertheless, due to the abstract nature of the bill of exchange obligation, the payer never has an obligation (according to the bill of exchange law) to accept the bill presented to him. To accept a bill is always a right, it is never an obligation of the drawee. No prior agreement may serve as a basis for compelling the drawee to accept. Constructions similar to a preliminary contract are not applicable in bill of exchange law, since the relations of the parties under such preliminary contracts always lie outside the actual bill of exchange legal relationship. In case of refusal of acceptance, the drawee does not have any obligations under the bill of exchange law, the drawer in this case can claim damages only according to general civil, but not bill of exchange legal norms.

By its legal nature, the acceptance was qualified as the issuance of a new promissory note! Indeed, the obligation of the acceptor has such features as unconditional, abstract and formal. From the point of view of unconditionality, bill of exchange law establishes the requirement for acceptance to be simple and unconditional, that is, the same as the bill of exchange obligation itself. The conditionality of acceptance by any circumstances is equivalent, according to Art. 26th Regulations, refusal of acceptance. Thus, either the acceptance is unconditional or it does not exist at all. As far as abstractness is concerned, for the validity of the acceptance, those real grounds by virtue of which the obligation of the drawee to the drawee arose are irrelevant. By accepting a bill on such grounds, the payer discovers only the motives for his acceptance, which have no legal significance. The responsibility of the acceptor to the bill creditor will take place regardless of the presence or absence of a real debt that caused the issuance of the bill. Therefore, it makes no sense to consider the question of the grounds for acceptance, since such grounds lie outside the legal relationship of a bill of exchange and are not relevant for the bill of exchange law. Finally, from the point of view of formality, an acceptance must be given in writing subject to a number of conditions regarding form, and similarly, the consequences of non-acceptance come in the case of a number of formal actions.

By accepting a bill of exchange, the drawee assumes the responsibility of paying the bill and bears the risk of losses caused by failure to fulfill this obligation. The acceptor nevertheless has such properties that distinguish his liability from the liability of all other persons liable under the bill. If the responsibility of the drawer and the drawers arises only in the event of a notarized refusal to pay by the acceptor, whereby they are considered as conditional debtors, then this already indicates that the obligation of the acceptor is unconditional, in contrast to the obligations of all other persons liable under the bill. In addition, the acceptor is liable for the bill regardless of the protest in non-payment, while the omission of the protest in non-payment terminates the liability of the drawer and the drawers. The decrease in the solvency or insolvency of the acceptor is also important for the issue under consideration: the insolvency of the acceptor entails the emergence of recourse rights of the holder of the bill, while the insolvency of any other person potentially liable under the bill does not lead to such consequences. Finally, in general, the acceptor in a bill of exchange relationship has only obligations (and unconditional ones), while the other persons responsible for the bill of exchange have both obligations and rights.

All this allows us to conclude that the acceptor is a bill debtor, whose liability is not the same as the liability of other bill debtors. Because of this, the point of view, according to which the acceptor is the main debtor under the bill, seems to be more preferable, although the expression "principal debtor" is not flawless from the point of view of terminology.