Glossary of MA Commercial Paper
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- What distinguishes a promissory note? Who are the parties to a promissory note?
- Think of the promissory note as: THE PROMISE MAKER.
It contains: AN AFFIRMATIVE PROMISE TO PAY and not just a mere IOU.
The promisor is called THE MAKER.
The promisee is called the PAYEE.
- What distinguishes a draft? Who are the parties to a draft?
- Think of the draft as: THE COMMANDER.
It contains: AN ORDER OR COMMAND.
Thus, a check is a DRAFT because it contains A COMMAND OR ORDER.
The drawer gives THE ORDER.
The drawee is ordered to do THE PAYING (THE BANK).
The payee is the beneficiary of THE ORDER (THE ENTITY WHO COLLECTS.)
- Who else might be a party to the draft or promissory note?
- C. The Indorser: Appears in the context of promissory notes and checks.
The indorser SIGNS ON THE BACK.
- How to tell whether the writing is a negotiable instrument (i.e., a promissory note or draft) or just a contract?
- To qualify as a negotiable instrument, we need:
i) a writing;
ii) payable to order or to bearer;
iii) signed by the maker or drawer;
iv) reciting a sum certain;
v) containing an unconditional promise or order, and no additional promises or orders;
vi) payable on demand or at a definite time; and
vii) payable in currency.
- Do you have a mnemonic to remember what elements are required for a negotiable instrument?
O: ORDER (PAYABLE TO)
S: SIGNED BY MAKER OR DRAWER
S: SUM CERTAIN
P: PAYABLE ON DEMAND OR AT DEFINITE TIME
P: PAYABLE IN CURRENCY
- Who has to sign the different instruments?
- The instrument must be signed by the maker if it is a PROMISSORY NOTE or by the drawer if it is a DRAFT.
Any authentication, found anywhere on the instrument, qualifies.
For example, the authentication could be initials, some defining mark, or a nickname, found in the margins or anywhere else on the paper. This is not a formal standard.
- What about the language of the instrument? What does it have to contain?
- The instrument must contain an unconditional promise to qualify as a PROMISSORY NOTE.
or unconditional order to qualify as a DRAFT.
By contrast, “conditional” = A CONTRACT.
- What are some ways that an instrument can be conditional?
- a. The express condition = A CONTRACT.
b. “Governed by” or “subject to” = A CONTRACT.
If the instrument endeavors to be “governed by” or “subject to” the terms of some other agreement or states that rights or obligations with respect to the promise or order are contained in another writing, it is NON-NEGOTIABLE.
The rationale is that the holder of a negotiable instrument should not be required to examine another document to determine rights with respect to payment.
c. Compare reference to another document – not necessarily conditional
d. Also not non-negotiable if it limits method of payment
- What if the instrument refers to another document? Does that make it conditional?
- Merely referring to another writing does not of itself make the promise or order conditional. Further, a promise or order is not CONDITIONAL simply because it refers to another writing for a statement of rights with respect to collateral, prepayment or acceleration.
- The writing recites “I promise to pay if the Mets win the World Series.” Is this instrument negotiable?
- The writing is A CONTRACT AND NOT A NEGOTIOTIABLE regardless of whether the Mets win.
- “This note is secured by a security interest in collateral described in a security agreement dated April 1, 2003, between payee and maker. Rights and duties with respect to the collateral are stated in the security agreement”. Is this negotiable?
- NEGOTIABLE. Merely referring to another writing does not of itself make the promise or order conditional. Further, a promise or order is not CONDITIONAL simply because it refers to another writing for a statement of rights with respect to collateral, prepayment or acceleration.
- What about if the instrument limits payments to a particular source or fund?
- The instrument will NOT be deemed conditional merely because it limits payment to a particular source or fund.
- “I promise to pay from the funds I realize from my next wheat crop.” Is this negotiable?
- This is: NEGOTIABLE.
- What about the sum? What’s required about the sum on the instrument?
- To be negotiable, the instrument must state a sum certain or fixed amount, meaning a specifically ascertainable sum. In other words, you must be able to calculate how much is to be paid, either from WHAT WRITING SAYS or FROM REFERENCE TO AN OUTSIDE SOURCE.
- “$75,000 principal amount plus interest from date at 10%.” Is this negotiable?
- This is NEGOTIABLE because you can calculate the amount from the face of the note.
- “$75,000 principal amount plus interest.” Is this negotiable?
- This is NEGOTIABLE because when the instrument states that it is payable with interest, but does not state how much interest, the judgment rate (the rate on a court judgment), which is set by state statute and therefore fixed, will be applied.
- Does the amount of interest on the instrument need to be fixed, since you said we needed a sum certain?
- While the amount of principal due under the instrument must be fixed, it is not necessary that the amount of interest be fixed. Thus, a variable interest rate or indexed interest rate is PERMISSIBLE. The interest rate need not be determinable from the face of the instrument; calculation of the interest rate may require reference to information not contained in the instrument.
- $75,000 principal amount plus interest at 3% above the prime rate, adjusted every six months based on then prevailing bank rates in New York City. Is this negotiable?
- Yes. While the amount of principal due under the instrument must be fixed, it is not necessary that the amount of interest be fixed. Thus, a variable interest rate or indexed interest rate is PERMISSIBLE. The interest rate need not be determinable from the face of the instrument; calculation of the interest rate may require reference to information not contained in the instrument.
- Can I have my note payable in monopoly money? Rolexes?
- No. To be negotiable, the sum certain must be payable in currency.
Currency means MONEY.
Money includes FOREIGN CURRENCY.
Money does NOT mean GOODS.
- If the writing recites: “I promise to pay by remitting my business equipment,” or “an ounce of gold” or “ten shirts,” or “$5,000 or a Rolex watch.” Is this negotiable?
- No. It is NON-NEGOTIABLE. The sum certain must be payable in currency alone.
- Can I give something in addition to the currency?
- No. To be negotiable, the writing must not contain any additional promises or orders.
Remember, two’s a crowd.
- If the writing recites “I promise to pay $5,000 and give you my vintage Beatles album collection.” Is this negotiable?
- No. It is NON-NEGOTIABLE. To be negotiable, the writing must not contain any additional promises or orders.
- What about timing? What requirements are there here?
- To be negotiable, the instrument must be payable on demand or at a definite time.
- What does it mean if an instrument is “on demand?”
- An instrument is payable on demand when it specifically states that it is payable “ON DEMAND” or “AT SIGHT” or “ON PRESENTATION.”
If the instrument is silent as to the time of payment, it is still NEGOTIABLE, and payable on demand.
- What does it mean if an instrument is payable at a definite time?
- An instrument is payable at a definite time if, by its terms, it is payable ON OR BEFORE A STATED DATE or AT A FIXED PERIOD AFTER A STATED DATE.
- “On or before Feb. 1, 2003”
“90 days after Feb. 1, 2003”
“On Feb. 1, 2003, but this becomes immediately due and payable if prior to that time the Giants win the Super Bowl.”
Are these negotiable? What about:
- The first three are negotiable. Note that Acceleration clauses are permissible, and do not destroy negotiability.
“Payable when my first grandchild is born” NON-NEGOTIABLE, because this future event is not linked to a date certain.
- Who does an instrument have to be payable to in order to be negotiable?
- To be negotiable, the writing must be payable to order or to bearer.
- How does one make a payable to order note or draft negotiable?
- Payable to Order:
To be negotiable, the note or draft must use the word “ORDER” or the word “ASSIGNS” in connection with the payee’s name.
- “Pay to the order of Andy Garcia.”
“Pay to the assigns of Andy Garcia.”
“Pay to Andy Garcia or his order.”
Are these proper?
- Yes – these are all payable to the order of Andy Garcia.
- What does it mean to be payable to bearer?
- Payable to Bearer:
If the instrument is not payable to order, then to be negotiable it must be payable to bearer, meaning that it is payable to anyone who has it.
- “Pay to bearer.”
“Pay to the order of bearer.”
“Pay to Andy Garcia or bearer.”
“Pay to cash.”
“Pay to the order of cash.”
Are these proper?
- These are all payable to bearer instruments.
- “Pay to Andy Garcia”
Is this proper?
- No! It is NOT NEGOTIABLE.
Instead, it is just a CONTRACT. Why? IT DOES NOT CONTAIN THE WORD ORDER, ASSIGNS OR BEARER.
BY STATUTE FOR CHECKS ONLY – NOT NECESSARY TO USE THE MAGIC WORDS.
- IN A COMMERCIAL PAPER HYPOTHETICAL, HOW DOES THE DEFENDANT GET SUED?
- THE TWO THEORIES:
A. CONTRACT OR SIGNATURE LIABILITY
B. WARRANTY OR TRANSFER LIABILITY
- What is the basic concept behind contract or signature liability?
- Here, our defendant signed the negotiable instrument.
Remember: When you sign it, you promise to pay it, and that’s how you get sued.
- Who signed the instrument? Can the maker of a promissory note be sued?
- The maker, merely by signing his name to the instrument, enters into a CONTRACT, whereby he agrees to pay the instrument. If he fails to pay, HE CAN BE SUED.
- Who signed the instrument? Can the indorser be sued?
- The indorser: an indorser signs his name ON THE BACK OF THE INSTRUMENT.
He is considered secondarily liable for the instrument - after the drawee or maker.
- Emeril uses his Food Channel paycheck to purchase a meal at Manhattan’s “21 Club” restaurant. The restaurant requires Emeril’s indorsement on the back of the check. If Emeril does not honor this promise can he be sued?
- By signing the back of the check, Emeril promises: THAT IF THE CHECK BOUNCES AND HE IS GIVEN NOTICE OF THAT FACT, HE WILL PAY.
If Emeril does not honor this promise, HE CAN BE SUED.
- Who signed the instrument? Can the drawer be sued?
- The drawer: the party WHO SIGNS THE CHECK.
The drawer can be sued, but has secondary liability.
If the check is accepted by a bank, the drawer is discharged and cannot be held liable if the bank fails to pay.
- You purchase groceries and write a check to pay for them. Who are you in this situation? What happens if the check bounces?
- You are THE DRAWER. By signing the check, you promise that if it bounces, and you are notified, YOU WILL PAY. If you fail to do so, YOU CAN BE SUED.
- Who signed the check? Can the drawee be sued?
- The drawee: THE PARTY WHO PAYS THE DRAFT.
Typically, this is THE BANK.
Note: The drawee does NOT SIGN. Therefore, it is not liable. (Remember that this is signature liability.)
- Are there special words I can use on my check to avoid liability? Who can use these words?
- “Without recourse” is a term of art used by INDORSERS and DRAWERS. It represents A DISCLAIMER OF LIABILITY. “WITHOUT RECOURSE” PASSES TITLE BUT NOT SIGNATURE LIABILITY.
- Cheryl Tiegs indorses her paycheck from the magazine “Grouchy Former Supermodels” by signing “without recourse Cheryl Tiegs.” What is the effect of this additional language?
- “Without recourse” is a term of art used by INDORSERS and DRAWERS. It represents A DISCLAIMER OF LIABILITY. Thus, Cheryl Tiegs IS NOT LIABLE FOR THE PURPOSES OF SIGNATURE LIABILITY.
“WITHOUT RECOURSE” PASSES TITLE BUT NOT SIGNATURE LIABILITY.
- What is warranty or transfer liability?
- 1. The basic context: Think of this as seller’s liability for selling a defective instrument.
- Who can be sued for breach of warranty in commercial paper?
- Any transferor who sells the negotiable instrument. Thus, if our transferor is not a DONOR he can be sued.
- What determines who is entitled to sue the defendant for breach of warranty?
- It depends on whether the defendant indorsed the instrument or not.
- Okay, so who is entitled to sue if the defendant indorsed the document?
- If defendant indorsed the instrument (i.e., signed on the back), any plaintiff IN POSSESSION OF THE INSTRUMENT may sue.
When defendant indorses, warranties run with the instrument.
- Gwyneth indorses her paycheck from Paramount Studios and remits the check to her agent, for services rendered. Her agent in turn remits the check to Stylist for his services. The check bounces. May Stylist sue Gwyneth?
- YES Gwyneth was not a DONOR and she INDORSED the check.
- Who is entitled to sue if the defendant did not indorse the back of the instrument?
- If defendant did not indorse the instrument, then only the defendant’s IMMEDIATE TRANSFEREE may sue. The warranties will not run with the instrument.
- Will, who never indorses his paycheck from NBC, remits the check to his agent for services rendered. His agent in turn remits to Stylist. The check bounces. May Stylist sue Will?
- NO. Will did not indorse the check.
- What are the warranties made by the defendant?
- i. Defendant promises: THAT HE HAS GOOD TITLE ON THE INSTRUMENT
ii. Defendant promises THAT ALL SIGNATURES ON THE INSTRUMENT ARE GENUINE AND AUTHORIZED.
Thus, FORGERY is a breach of warranty.
iii. Defendant promises that the instrument NOT BEEN MATERIALLY ALTERED. When the facts tell you that the instrument has been tampered with, IT IS DEFECTIVE.
iv. Defendant promises that there is no defense or claim good against the defendant, meaning that the instrument is enforceable.
v. Defendant promises that she has no knowledge of any BANKRUPTCY or INSOLVENCY PROCEEDING against the maker or drawer.
- What does duly negotiated mean? What is the effect of proper transfer?
- Due negotiation or “duly negotiated” means that there has been a proper transfer of the instrument. If the instrument has been properly transferred, the transferee is a holder and may be eligible to be HOLDER IN DUE COURSE. By contrast, if the instrument has been improperly transferred, the transferee is not a holder and cannot qualify as a holder in due course.
- How is a payable to order instrument negotiated?
- When the instrument is payable to the order of a specific payee, it is negotiated by DELIVERY OF THE INSTRUMENT TO THAT PAYEE.
Any further negotiation requires that the payee INDORSE THE INSTRUMENT and DELIVER IT TO THE TRANSFEREE.
The indorsement must be authorized and valid.
- Marshall Mathers loses his paycheck, payable to his order. Stan finds it, signs Marshall’s name on the back and cashes it at Dido’s Thrift Shop. Is Dido a holder?
This is a bad transfer. Why? The instrument was payable to order, and therefore the payee (Marshall Mathers) had to INDORSE IT. He never did. Thus, Dido can never be a HOLDER IN DUE COURSE.
- How is a payable to bearer instrument negotiated?
- If the instrument is payable to bearer, INDORSEMENT is not required.
- Marshall Mathers loses his paycheck, payable to bearer. Stan finds it and cashes it at Dido’s Thrift Shop. Is Dido a holder?
- YES. INDORSEMENT IS NOT REQUIRED WHEN PAYABLE TO BEARER.
- What are the types of indorsements?
- Special or Blank
Restrictive or Unrestrictive
- What is meant by a special endorsement? What effect does it have?
- The special indorsement is one that names a particular person as “indorsee.” The indorsee MUST SIGN in order for the instrument to be further negotiated.
- Bobby Donnell indorses his paycheck, “Pay to Helen Gamble, /s/ Bobby Donnell.” Helen is THE INDORSEE. Helen loses the check. Jimmy finds it, signs Helen’s name on the back and cashes it at Gullible Grocery. Is Gullible Grocery a holder?
- NO This is a bad transfer. Helen never indorsed the check.
- What is meant by a blank endorsement? What is its effect?
- The blank indorsement is one that DOES NOT NAME A SPECIFIC INDORSEE. It may be negotiated by DELIVERY ALONE.
- Bobby Donnell indorses his paycheck by signing his name on the back and delivers it to Elinor, who loses it. Jimmy finds it and cashes it at Gullible Grocery. Is Gullible Grocery a holder?
- YES This is a good transfer.
- What is a restrictive indorsement?
- The restrictive indorsement CONTAINS A CONDITION.
- Bobby Donnell indorses his check, “For deposit only, Bobby Donnell.” Lucy steals the check from Bobby and cashes it at Stupid Bank. Is Bank a holder? What, if any, are Bobby’s rights?
- No. BOBBY RECOVERS FROM BANK IN CONVERSION.
- How does one qualify for holder in due course status?
- A holder in due course (HDC) is a holder who takes the instrument:
1. for value; and
2. in good faith; and
3. without notice that it is overdue or has been dishonored or is subject to any defense or claim.
- What does it mean to take an instrument for value?
- For Value: The holder must GIVE VALUE FOR the instrument. Note that giving value does NOT mean giving CONSIDERATION, which is a CONTRACT principle.
- How are value and consideration different?
- Consideration and value differ in two important ways:
A. A mere promise is not value.
B. Old value is good value.
- Mike Piazza indorses and delivers his paycheck to Roger Clemens. In return, Roger promises not to pitch at Mike’s head for the next year. Is this value?
- NO A promise isn’t enough.
Thus, Roger could never qualify as A HOLDER IN DUE COURSE.
- Carrie indorses and delivers her paycheck to Aidan, to pay him for the furniture that he made for her last year.
Has Aidan given value?
- YES, past value can qualify for value. Thus, Aidan could qualify as a HOLDER IN DUE COURSE if the remaining elements are met.
- What is meant by good faith in holder in due course?
- In Good Faith: Good faith means honesty in fact (this is a SUBJECTIVE test, sometimes referred to as the rule of the pure heart and the empty head) and the observance of reasonable commercial standards of fair dealing (an OBJECTIVE test).
- What does it mean to take without notice?
- Without Notice: The holder must acquire the instrument without notice that it is overdue, has been dishonored or is subject to any defense or claim. The notice requirement imposes an OBJECTIVE test. It asks, did the holder KNOW OR HAVE REASON TO KNOW OF THE PROBLEM?
- So, what does it mean to take notice that an instrument is overdue?
- Notice that the instrument is overdue: i.e., that it should already have been paid. If the holder has notice or reason to know that the instrument should already have been paid, he or she is not a HOLDER IN DUE COURSE.
i. Payable at definite time - HDC
ii. Principal in arrears – non-HDC
iii. Interest in arrears – HDC
- The instrument recites that it is payable on Jan. 1, 2003. Holder buys the instrument on Jan. 5, 2003. Is the holder a Holder in Due Course?
- Holder is not a HOLDER IN DUE COURSE. She bought too late.
- What if I know that a payment or more of the principal is in arrears, can I still be a holder in due course?
- If holder had notice that a payment or more of principal is in arrears, he or she cannot qualify as an HDC.
- What if I know that one or more payments of interest only are in arrears?
- If holder takes with notice that one or more payments of interest are in arrears, he can nonetheless qualify as an HDC.
- How might a holder have notice that there are defenses or claims against the instrument’s enforcement?
- i. when the appearance of the instrument gives notice:
ii. notice that obligation of any party is voidable.
iii. notice of a competing claim to the negotiable instrument.
iv. notice that fiduciary has negotiated the instrument in breach of his or her fiduciary duty.
- The instrument is stamped on its face “PAID” or “VOID.” Nonetheless, Phoebe buys it. Is she a holder in due course?
- Phoebe cannot be a HOLDER IN DUE COURSE.
Why not? THE FACE OF THE INSTRUMENT SHOULD HAVE TOLD HER THAT SOMETHING IS WRONG.
- Aidan sells a chair to Charlotte. He misrepresents to her that it is an antique. Charlotte signs and delivers to Aidan a negotiable note for $4,000 for the chair. Aidan indorses the note and sells the note to Samantha. What is Charlotte’s obligation to
- First, as between Aidan and Charlotte, Charlotte’s obligation to pay is VOIDABLE.
Charlotte has a defense to enforcement of her promise to pay because Aidan defrauded Charlotte.
Second, could Samantha qualify as a holder in due course? YES, if she did not have notice or reason to know of Charlotte’s defense.
- How might one have notice of a competing claim to the negotiable instrument?
- If the instrument is lost by or stolen from the true owner, the transferee could still qualify as a holder in due course if the instrument has been properly transferred and the transferee did not have notice or reason to know of the theft or loss.
- Tony steals a negotiable instrument from Carrie and sells it to Arlis. Carrie discovers the theft and confronts Arlis. Who is entitled to the negotiable instrument?
- ARLIS, if the instrument was PROPERLY TRANSFERRED, and Arlis did not have NOTICE or reason to know of the theft.
- How might one dealing with a fiduciary lose holder in due course status?
- With notice that fiduciary has negotiated the instrument in breach of his or her fiduciary duty.
- Shaggy buys a speedboat for his personal use. He pays Dealer by indorsing and delivering to Dealer a check payable to the Shaggy Fan Club.
Could Dealer qualify as a holder in due course?
- YES, if Dealer did not actually know of the breach. This is the only time that the standard is one of ACTUAL KNOWLEDGE.
- What’s the standard for determining if the holder knew of the breach of fiduciary duty for determining holder in due course status?
- Actual knowledge. This is the only time that the standard is one of actual knowledge.
- What is the shelter rule with respect to holder in due course status?
- The basic principle: A transferee acquires whatever rights her TRANSEROR had.
In other words, the transferee TAKES SHELTER in the status of her transferor.
This rule allows the transferee “to step into the shoes” of the HDC, even though she otherwise clearly fails to meet the requirements of due course holding. Thus, transferee has all the rights of an HDC even though transferee is a DONEE or OTHERWISE FAILS TO MEET THE REQUIREMENTS OF DUE COURSE HOLDING.
- Julio Iglesias, a holder in due course of a negotiable instrument, makes a gift of the instrument to his son Enrique. Is his son a holder in due course?
- Enrique is a mere DONEE. Even though he doesn’t deserve it, Enrique qualifies as a HOLDER IN DUE COURSE because of THE SHELTER RULE.
- What are the benefits of holder in due course status?
- The rule: A holder in due course (and subsequent transferees who take “shelter” in that status) takes the instrument free from CLAIMS, free from PERSONAL DEFENSES and subject only to REAL DEFENSES.
- What does it mean that a holder in due course takes free from claims?
- A claim is a right to a negotiable instrument because of SUPERIOR OWNERSHIP.
If a negotiable instrument is duly negotiated to a holder in due course, the holder in due course defeats the superior owner.
- What does it mean that a holder in due course takes free from personal defenses?
- The Holder in Due Course takes free from personal defenses:
Personal defenses include every defense available in ORDINARY CONTRACT ACTIONS, such as:
LACK OF CONSIDERATION
FRAUD IN THE INDUCEMENT
- What does it mean that a Holder in Due Course takes subject to real defenses?
- The Holder in Due Course takes subject to real defenses:
To remember, think of
A: ALTERATION I: ILLEGALITY
D: DURESS I: INFANCY
F: FRAUD I: INSOLVENCY
- How is material alteration a defense? How does it work?
- “Material alteration” as a real defense:
A material alteration is a change in THE TERMS OF THE INSTRUMENT.
However, if maker was negligent, he is ESTOPPED from raising material alteration as a defense.
Negligence includes leaving blanks or leaving wide spaces on the check.
- Maker writes a check for $100. Payee changes the amount to $2,100, then sells it to an HDC. What is the Maker liable for?
What if he left huge spaces when writing the instrument?
- Maker is liable only for $100.
However, if maker was negligent, he is ESTOPPED from raising material alteration as a defense.
Negligence includes leaving blanks or leaving wide spaces on the check.
- What’s the difference between “real” fraud and personal fraud?
- “Real” fraud, known as fraud in the factum, is assertable against an HDC. “Real” fraud means that there has been A MISREPRESENTATION ABOUT THE INSTRUMENT.
By contrast, personal fraud, meaning fraud in the inducement, is a personal defense. It is INEFFECTIVE against an HDC.
- Luciano, who cannot read English, signs a promissory note after his lawyer tells him that it is a credit application. Is the note enforceable in the hands of an HDC?
- Even in the hands of an HDC, the note NOT ENFORCEABLE. There has been “real” fraud, a misrepresentation about the instrument, which is a defense even against an HDC.
- Frank Sinatra sells Ava Gardner a ring, telling her that it contains diamonds that date back to the 17th Century. After paying for the ring by check, Ava discovers that it is a fake. If the check is now held by an HDC, can Ava’s defense be asserted aga
- Ava’s defense cannot be asserted. Why not? THE FRAUD DEFENSE IS PERSONAL ONLY!
Unlike Luciano, in the example above, here Ava knew that she was signing a negotiable instrument. In the hands of a HOLDER IN DUE COURSE, the instrument is enforceable.
- What is the fundamental rule of commercial paper?
- The bright-line rule: When a negotiable instrument is duly negotiated to a holder in due course, the holder in due course takes the instrument free of all claims to it, free of personal defenses and subject only to real defenses.
- Tony Soprano steals a negotiable instrument from Carrie Bradshaw and sells it to Arlis Michaels. Carrie discovers the theft and confronts Arlis. Who is entitled to the negotiable instrument?
- The answer: Arlis, if the instrument was duly negotiated and Arlis can qualify as a holder in due course.
- What questions do we ask in commercial paper?
- I. When is the given writing a negotiable instrument as opposed to a mere contract? (NEGOTIABLE INSTRUMENT = ARTICLE 3; IF CONTRACT, CONTRACT LAW)
II. In a commercial paper fact pattern, on what theories might the defendant get sued?
A. Contract or Signature Liability
B. Warranty or Transfer Liability
III. How is a negotiable instrument duly negotiated, meaning, what makes the transfer proper?
IV. How does a transferee qualify as a holder in due course (HDC)?
V. What are claims and personal defenses (which the HDC takes free of) and what are real defenses (which the HDC is subject to)?
- What are the types of negotiable instrument?
- I. TYPES OF NEGOTIABLE INSTRUMENTS:
A. THE PROMISSORY NOTE
B. THE DRAFT
WE ARE DEALING WITH WRITINGS CALLING FOR THE PAYMENT OF MONEY
- What does a promissory note look like?
- I promise to pay to the order of Britney Spears
FIFTY THOUSAND DOLLARS.
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