To recall the nature of a bill of exchange, it contains an order of payment directed to a drawee. However, the mere order given by the drawer to the drawee does not impose any immediate liability on the drawee. Unless the drawee expresses a willingness to obey or respect the order, they bear no liability on the instrument. This means the holder cannot sue the drawee if the latter refuses to pay the bill in whole or in part until acceptance has occurred.

As per Article 764 of the Commercial Code, it is the drawee who accepts the bill of exchange who undertakes the formal obligation to pay it. By accepting, the drawee undertakes to pay the bill of exchange at its maturity. Without this act, the drawee remains a stranger to the instrument's liability chain.

Sometimes holders may demand a promise or undertaking from the drawee to know in advance whether the bill will be honored upon maturity. Under Article 757, holders who wish to secure this undertaking may present the bill to the drawee for acceptance at the drawee's domicile. This presentment is often for the holder's own advantage, as it adds one more person who is legally liable to pay. Generally, holders may present a bill for acceptance based on their own will and for their own benefit in the absence of a specific legal or contractual obligation.

Mandatory Presentment and Stipulations

The freedom of holders to choose whether or not to present a bill for acceptance is not absolute. Articles 758 and 759 clarify that holders may be legally obliged to present the bill, or the drawer may include specific stipulations regarding presentment.

A drawer may stipulate that a bill must be presented for acceptance, sometimes fixing a time limit for such action. Conversely, the drawer may prohibit presentment for acceptance, except in specific cases such as bills payable at the address of a third party, bills payable in a locality other than the drawee's domicile, or bills payable at a fixed period after sight. Additionally, the drawer may stipulate that presentment shall not take place before a certain date. Unless the drawer has explicitly prohibited it, every endorser also has the right to stipulate that the bill must be presented for acceptance.

Circumstances Requiring Mandatory Presentment

There are three primary situations where presentment for acceptance is mandatory rather than optional.

Where the Drawer Orders Presentment: The drawer has the right to order the holder to present the bill. In such cases, the holder must comply. Failure to do so will preclude the holder from proceeding against the drawer and endorsers later, as they have failed to follow the instructions necessary to secure the instrument's secondary liability.

Where the Maturity Date Requires Presentment: The maturity date of a bill may be determined in different ways. One specific type is a bill payable at a fixed period after sight. In this case, presentment is essential because the date of payment cannot be determined without it. The exact maturity date is calculated by counting the time fixed on the bill starting from the date of presentment. For example, if a bill is drawn "pay two months after sight," it only becomes due two months after the drawee has seen and accepted it. Without presentment, the clock never starts.

Where the Endorser Orders Presentment: Like the drawer, an endorser can order the holder to present the bill to the drawee. However, an endorser cannot make such an order if the drawer has already prohibited presentment.

Prohibitions and Limitations

Outside of the mandatory cases mentioned above, a holder is generally under no obligation to present the bill for acceptance. Furthermore, the drawer may choose to prohibit presentment entirely. If such a stipulation is made, the holder is barred from presenting the instrument.

However, the drawer's power to prohibit presentment is limited by law. A prohibition is invalid if the bill is payable at the address of a third party, if it is payable in a locality other than the domicile of the drawee, or if the bill is drawn payable at a fixed period after sight. In these specific commercial contexts, the law ensures that the holder retains the right or obligation to seek acceptance.