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Commerical paper outline [Kent -Spak]
By: Penny22 Date: February 17, 2011, 10:11 pm
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Commercial Paper Outline
Prof. Spak
DEFINITIONS:
Parties to Draft - Drawer/Drawee/Payee/Indorsers
Parties to Note - Maker (co-makers)/Payee/Indorsers
1. The Concept of Negotiability §3-101 - §3-115
1. Requisites of §3-104
1. Negotiable instrument means an: (UPFPD)
1. Unconditional- (Express conditions destroy negotiability)
2. Promise or order
3. to pay a fixed amount of money, with or without interest
1. specified amount
2. foreign money is negotiable. §3-107.
3. Wood carvings, gold and commodities are not.
4. Putting $1000 or 5000 F is not negotiable, because they
may not equal each other.
5. US doesn’t recognize Cuban money
4. payable to bearer or to order at the time it is issues or
first comes into possession of holder
5. payable on demand or at a definite time §3-108
1. demand
6. no date (silence) - neg.
7. blank (_______) - neg.
8. at sight/will - neg.
1. definite time
9. date - neg. (when put date, changes from demand to time
paper)
10. “30 days after sight or will” - neg.
11. future definite date - neg.
12. past definite date - non-neg.
13. “30 days after ’97 World Series” - non-neg., don’t know
date of World Series.
14. “30 days after ’96 World Series” - non-neg., conditional
on the occurrence of an event.
15. Installment note - neg. (payable at definite times)
16. Acceleration clause - neg. (all due now if payment not
made)(on Dec. 31 or sale of house, whichever happens
first)(2/2/99 or death)
17. Extension clause (“maker may extend this note”) -
non-neg., it’s an illusory promise which can be extended
forever.
18. “Extended to 9/2/98” - neg. because at definite date.
19. “On death” - non-neg. (no demand or time)
1. Miscellaneous provisions
20. “non-negotiable” put on instrument - can opt out of
negotiability. You can’t opt in by putting “this is
negotiable.”
21. must say “pay to the ORDER of,” NOT “pay TO.”
22. handwriting controls print
23. words control figures
24. “I promise to pay to the order of ____ or bearer” - neg.
bearer paper (no need for signature).
25. “Pay to the order of ____” - bearer
26. “Payable to A Can of Sardines/A Roach” - neg. bearer paper
because if you don’t intend to make it payable to a person, it’s
bearer.
27. “Payable to Peter, Paul & Mary” - all 3 must indorse.
28. “Payable to Peter, Paul OR Mary” - only 1 must indorse.
29. “Payable to Peter, Paul, and/or Mary” - treated like “or”
- 1 indorsement.
30. §3-111 - place of payment
31. §3-113 - an instrument can be antedated or postdated; if
undated, use date of issue.
1. Must have: SIGNATURE (X is OK) and IN WRITING (paper not
required).
1. LIABILITY VIS-A-VIS NOTES/DRAFT
1. Maker
1. Obligation §412 - primary
2. Defenses - Maker takes free of personal defenses (must pay
on real defenses - SOL, forgery, fraud)
1. Indorser
1. Obligation §415 - secondary
2. Defenses - without recourse = not liable.
1. Drawer (Check Writer)
1. Obligation §414 - secondary
2. Defenses - free of personal defenses, not real.
1. Drawee (Bank)
1. Obligation - primary
1. Acceptor (Bank)
1. Obligation §413 - primary, which discharges the liability
of the drawer.
1. SOL -
3 years
32. Draft (unaccepted) - 3 years after dishonor; 10 years
after date of draft (whichever expires first)
33. Action to enforce obligation of acceptor of certified
check or issuer of teller’s check, cashier’s check or traveler’s
check - 3 years after demand made to acceptor/issuer.
34. Obligation to pay CD - 3 years after demand.
35. Action for conversion, breach of warranty, enforcing duty
- 3 years
6 years
36. Note, payable demand or definite time
37. Action to enforce obligation to pay accepted draft - 6
years.
1. CONDITIONS PRECEDENT (for indorser to pay)
1. Presentment §3-501
1. holder or payee presents instrument
2. to maker in note,
3. to the drawee (bank) in a draft,
4. obligation of indorser - §3-415(e) - if an indorser of a
check is liable and check is not presented for payment or given
to bank for collection w/in 30 days after the day the
indorsement was made, the liability of indorser is completely
and totally discharged.
5. obligation of drawer - §3-414(f) - drawer is discharged
pro tanto, to the extent that he suffered a loss because of the
delay.
1. Dishonor §3-502
2. Notice of Dishonor §3-503
1. timely notice
1. bank - midnight the next day.
2. non-bank (Jewel) - 30 days from notice of dishonor.
1. indorser/drawer - notice must be given to them because
obligations may not be enforced unless notice given; if notice
not given, their liability discharged. See G.d. and G.e.
1. AGENCY LAW
1. Principal authorizes the agent to act on his behalf.
Agent s not liable because he is acting solely on behalf of the
principal.
2. Must determine who is bound: principal or agent
3. Principal can’t delegate 4 things to agent:
1. writing will
2. proxy marriage (authorize someone to get married for you)
3. voting for another person
4. signing up for the army
1. §3-401 - Signature - person (principal) is not liable on
an instrument unless he has signed the instrument, or the person
(principal) is represented by an agent or representative who
signed the instrument and the signature is binding on the
representative under §402.
1. §3-402 - Signature by Representative -
1. principal bound if agent signs principal’s name;
2. principal bound if agent signs his own name without
identifying principal;
3. agent will not be bound if 2 things written:
1. who is represented
2. representative capacity exists
1. agent is not liable if signature is authorized by
principal or represented person
1. §3-403 - Unauthorized Signature -
1. ratified - agent signs it and afterward principal says OK.
2. unauthorized - if more than one signature required to be
an authorized signature, and one is lacking, it is unauthorized.
1. Hypotheticals -
1. “Mike Spak, agent” - principal bound; agent bound because
although it shows rep. capacity, doesn’t show person who is
being represented.
2. “Steve Burrows, Mike Spak”; “Steve Burrows, Inc. Mike
Spak” - principal bound; agent bound because although shows who
is represented, doesn’t show rep. capacity.
3. “Steve Burrows, Inc., by Mike Spak, Treasurer” - Burrows,
has shielded himself of personal liability by incorporating;
does not apply to lawyers and doctors who try to incorporate
(P.C.).
4. “Steve Burrows, Inc., Mike Spak” - if a check, the agent
is not bound because it’s a corporate check which has the
principal’s name on it so you know the agent will sign it
because a corporation has to act through agents.
1. HDC Rule in Agency Law
1. If HDC takes in good faith and the instrument does not
identify the principal, the agent is bound to the HDC.
2. If the facts tell you that the principal authorized it,
then the code says to follow contract law. ????????
1. INDORSEMENTS §3-204  See handout #2
1. 4 Elements to an Indorsement:
1. Special or Blank §3-204
1. special - specifying indorsee (to whom payable)
2. blank - only an indorsement, no indication to whom payable
1. Restrictive or Non-restrictive §3-206
1. prohibiting further negotiation (limiting payment to a
particular person - “pay X only”).
2. conditional (pay X if he delivers my car) 
conditions on indorsement don’t destroy negotiability.
3. “For deposit or collection”
4. trust restrictive - instrument bears an indorsement using
words that payment is to be made to indorsee as agent or
trustee.
1. Qualified or Unqualified §3-415
1. qualified - without recourse (negates K liability, not
warranty)
2. unqualified - no “without recourse”
1. Anomalous or Non-anomalous §3-205
1. anomalous - an indorser who is not a holder (out of chain)
- Front says: “I promise to pay to the order of A.” Back: “Pay
B, signed A.” “Pay C, signed B.” “Pay Hezekia Lipshitz.” “Pay
D, signed C.” (Hezekia is our anomaly). The only effect of an
anomalous indorser is to make the signer liable as an indorser
(normally, made by accommodation parties).
2. non-anomalous - a holder of an instrument, in the chain of
indorsements.
1. TRANSFER WARRANTIES §3-416
1. 5 Warranties of Transfer -
38. When (payee) transferring an instrument (to drawee bank),
the transferor warrants that (Take Some Advil, Dean Irene):
1. Title - warrantor has title and is entitled to enforce the
instrument
2. Signatures are genuine
3. No Alteration
4. No Defenses - instrument is not subject to a defense or
claim in recoupment
5. No Knowledge of Insolvency
1. When does the transferor assert the 5 warranties of
transfer (In Tuhey’s Pants):
1. Issuance
2. Transfer (difference between issuance and transfer?)
3. Presentment - the only possible  is maker or
drawee. Transferor warrants to maker or drawee (TAK):
1. title - warrantor is a person entitled to enforce the
draft;
2. alteration - the draft has not been altered;
3. knowledge - the warrantor has no knowledge that the
signature of the drawer of draft is unauthorized.
1. Who makes the warranties of transfer: a person who
transfers for consideration (payee/holder???).
1. Signature is not necessary for warranty liability. (If V
is payee and transfers check to B, but does not sign because it
is bearer paper, V is still liable for the transfer warranties).
2. For consideration/value - yes.
3. To whom does the transferor make the warranty of title: if
by indorsement, then they warrant to all subsequent holders; if
no indorsement, only warrant to immediate transferee.
4. Can the transferor disclaim the transfer warranties: the
warranties cannot be disclaimed with respect to checks
(warrantor can disclaim the warranties when it comes to notes).
5. Can the warrantor receive damages? Yes, but not over face
value. See Chart #1.
6. There are no conditions precedent to Warranty Liability.
7. What happens if breached? ASK SPAK.
1. Example: If Spak takes forged promissory note from Kent
and Spak sells to Bruce, and indorses “pay Bruce, without
recourse,” Bruce can still sue Spak because without recourse
does not relieve Spak of liability under warranty.
2. Example: Bruce issues this instrument: “I promise to pay
to the order of OWL DRUGE, $400,000, signed Bruce.” Bruce
doesn’t have money to pay. He indorses the notes to his family
- “pay family, without recourse, OWL.” Family says they will
pay him $400,000. OWL refuses to give up the notes. OWL says
notes are stolen. OWL feared warranty liability to subsequent
holders. Does OWL have liability under K? No legitimate fear
under §3-415. Does OWL have liability under warranty? NO, he
made all warranties of transfer under §3-416.
1. CONTRACT LIABILITY
1. 4 people under K liability (make indorser’s dicker ache):
1. maker - primary
2. indorser - secondary
3. drawer - secondary
4. acceptor (drawee) - primary
1. When is the transferor liable under K law? §3-302 - HDC
Rule : when he takes it for value.
1. Who makes K liability? MIDA.
2. Is signature necessary for K liability? Yes.
3. Do you need consideration/value between maker and
indorser? No, because there is no K between these parties.
(When Sr. signs for Jr. as indorser, Sr. isn’t getting
consideration, just love and affection).
4. To whom does the transferor have K liability to? If by
indorsement, extends to all subsequent holders; if not, only to
the immediate transferee.
5. Can the transferor disclaim K liability? Yes, if he says
without recourse.
6. Can the transferor receive damages? Yes, but not over
face value. See Chart #1.
7. Are there conditions precedent to K liability? Yes.
§3-415(a) - if an instrument is dishonored, an indorser is
obliged to pay the amount due on the instrument; (b) if an
indorsement states that it is made without recourse or otherwise
disclaims liability of the indorser, indorser is not liable
under (a) to pay the instrument.
8. What happens if breached?
1. SURETYSHIP - one who undertakes to pay $$ or perform other
acts in the event that his principal fails to do so; the surety
is directly and immediately liable for the debt (Charlie Sr. and
Jr. - purchase of car)
1. See Handout #3.
2. You can’t tell agency by looking at instrument, you need
facts.
3. Cast of characters: debtor, creditor, surety.
4. Any time there is an anomalous signature, there is a
surety.
5. Distinguish between:
1. Surety (strict) - primary obligation (accommodation maker
signs on front of note; as soon as debt is due, must pay; signed
as maker = maker)
2. Guarantor - secondary obligation; demand and default; pay
if debtor won’t pay (dad signs on back).
3. Guarantor of Collectibility - has to pay after demand,
default, and lawsuit. Must write “guarantor of collectibility.”
1. Statute of Frauds - generic suretyship requires writing.
In MYLEGS, the S is Suretyship.
39. Main Purpose Rule - “where the main purpose of the
surety’s promise is to benefit himself, not the debtor, then
it’s enforceable as oral.” Example: a promise from a surety
saying that he’ll backstop the contractor’s debt because he
wants his building built is orally enforceable because the main
purpose of the promise was to benefit himself.
1. Creation of Suretyship:
1. By Contract -
1. Minor enters K, dad must sign name to the instrument. If
get car concurrently w/ both of them signing the instrument, the
consideration is the same for dad and son.
2. Minor signs without dad, dad is not bound by the
instrument if non-negotiable; bound if negotiable. Salesman
can’t sell note to HDC because not concurrent signatures.
3. Aetna - if lose neg. instrument, a surety company will pay
the loss.
1. By Operation of Law (constructive suretyship) - when a
third person contracts w/ debtor to pay the debt and there is no
substitution of a new party for an old one, then the debtor
becomes the surety. Example: Spak is buying house and asks bank
if someone else can pay back his loan. By operation of law,
Spak, the original debtor, becomes the surety (and gets the
rights of a surety).
1. Rights of Sureties:
1. Against Creditor -
1. notice - surety has no right to notice.
2. right to compel collection - can surety tell creditor to
collect from debtor first? [In IL, Yes by statute because give
right to compel collection from surety even though no right by
K.] Depends on type of surety:
1. Collectibility guarantor - no
2. Guarantor - yes
3. Strict surety - yes
1. application of security held - no right to application of
security held against creditor. Exception in IL under equity:
if the right is so important to surety because debtor is
insolvent, we’ll give him this right.
1. application of funds - surety does not have right to apply
his funds to a particular debt he is paying off (creditor will
always say it was the totally unsecured debt that debtor was
paying off)
1. Against Debtor - debtor ought to pay.
1. exoneration - suit to compel payment; surety can sue
debtor for payment.
2. subrogation - derived right, triggered only by complete
satisfaction of the surety of the debt.
3. indemnification (reimbursement) - surety’s right to get
any payment that he makes back.
1. Against Co-Sureties - 100% contractual (K between them)
1. exoneration - suit to compel payment from the other
co-sureties, for fair share.
2. subrogation - one company can satisfy the entire debt by
stepping in the shoes of the creditor.
3. contribution - when one co-surety pays more than his fair
share, he has the right to get anything more than his fair share
back.
1. Defenses of Surety
1. Debtor’s Defenses:
1. YES
1. vitiation of debt
2. creditor = crook
1. NO
1. infancy
2. insanity
3. bankruptcy
40. These are the whole reason why suretyship was created
 to back these people up.
2. Variation of Risk - surety does not have right to notice, but
if suffer loss, then surety can recover from the maker.
1. Modification of K
2. Extension of time - see Handout #4, #2. §3-605(c): the
extension discharges an indorser or accommodation party having a
right of recourse against the party whose obligation is extended
to the extent the indorser or accommodation party proves that
the extension caused loss to the indorser with respect to the
right of recourse.
3. Release of co-surety
4. Release of Security - debtor is holding 100,000 shares of
stock: “give me some security back so that I can sell it and
have more working capital.”
1. Surety’s Defenses -
41. Surety can use all debtor’s defenses.
42. See Handout #4
2. §3-419 Instruments for Accommodation
1. Accommodated party benefits; the accommodation party
incurs liability without being a direct beneficiary (max maker
is the accommodation party - he is primarily liable as a direct
surety even though his only consideration was love; if signs as
indorser, he is secondarily liable)
2. The accommodation party is liable in the capacity in which
he signed (maker/drawer/acceptor/indorser).
3. person who signs accommodates
4. accommodated party, as surety, is obliged to pay only if :
1. judgment against debtor unsatisfied
2. debtor is insolvent
3. debtor can’t be served w/ process
4. payment can’t be obtained from debtor
1. an accommodation party is entitled to reimbursement from
the debtor. Example: See Handout #4. Spak wants to sell neg.
instrument he got from Kent. Ben said he’d buy it, only if
Levin signs as an indorser surety. Kent didn’t pay so Ben goes
to Levin. Usually, an prior indorser has to reimburse a later
indorser. However, since Spak is the debtor and Levin is the
surety, Spak cannot recover from Levin, but if the HDC makes
Levin pay, Levin can recover from Spak.
1. §3-116 - Joint and Several Liability
43. 2 or more persons who have the same liability are jointly
and severally liable in the capacity in which they sign.
44. 2 or more anomalies are jointly and severally liable as
co-sureties. 2 makers are jointly and severally liable as
co-sureties.
1. Constructive Sureties -
45. Handout #4, #5 - Conviser and Collens are co-sureties;
widow of Conviser can recover against Collens when Conviser dies
 he’s a constructive surety.
1. NEGOTIATIONS
1. Negotiation v. Transfer §3-203: Negotiation is a specific
type of transfer. Transfer is a generic giving of an
instrument. If non-negotiable, use regular K law, not Article
3, the HDC Rule. If negotiable, use HDC rule.
2. Negotiation §201: Transfer of an instrument by negotiation
makes the person who receives it a holder.
1. Order paper (special indorsement) negotiation =
proper indorsement + delivery.
2. Bearer paper (blank indorsement)  negotiation =
delivery alone.
3. Order can convert to bearer and vice versa.
1. Anomalous indorsements are irrelevant to negotiation.
1. Handout #5, #1, 2, 3 -
1. “Pay HDC, Spak (f)” - forgery. Will HDC be able to
recover from C-K, the maker? No, there is not proper
indorsement (because the real person didn’t sign it) so you
don’t even go the HDC rule because the HDC isn’t a holder.
Although the instrument is negotiable, it wasn’t negotiated
(indorsement and delivery required and indorsement not proper).
2. This is bearer paper so delivery alone is required and
sufficient for negotiation.
3. Last Indorsement Rule - (1) Spak  Levin, (2) Levin
 payee, (3) payee  Collens, (4) Collens 
Steinperson without indorsement), (5) Steinperson  Me
(without indorsement). Am I a holder? NO, Steinperson is not a
holder because Collens didn’t indorse (broke the chain) and was
supposed to indorse it because it was order paper. Since
Steinperson isn’t a holder, then I’m not a holder.
1. HOLDER IN DUE COURSE RULE §3-302
1. Holder took the instrument:
1. for value
2. in good faith - the test is BOTH:
46. subjective standard - honesty in fact (if you believe it
was a good check) AND
47. objective standard - observance of reasonable commercial
standards (if a reasonable prudent person believes it)
3. without notice
1. Irregularity - says “paid”; “null and void”; all crumpled
up.
2. Overdue
3. Claims
1. Defenses
48. Warnings/Red Lights §3-302(c) - Not a HDC if:
1. Bulk Sale - go to Field’s and say you want to buy all of
it  you’re owner of the checks payable to Field’s but
not a HDC.
2. Judicial Sale - police take check out of a criminal’s
pocket and it goes on judicial sale. Someone who buys the check
is the owner of the check, but not a HDC.
3. Estate - Insufficient cash to bury Louie so sell of his
notes. Someone who buys these notes is the owner of the notes,
but not a HDC.
1. FORGERY AND ALTERATION §3-302(a)(1) - “the instrument,
when issued or negotiated to the holder does not bear such
apparent evidence of forgery or alteration or is not otherwise
so irregular or incomplete as to call into question its
authenticity.” (If forged or altered, no HDC).
49. “I promise to pay to the order of Smith $1000, signed
Spak.” He changed his mind and made it payable to Jones, and
put his initials on it. Someone who gets this instrument is a
holder, not an HDC because there’s evidence of an alteration.
(What is the test here? Subjective and Objective - what if he
didn’t realize there was an alteration?)
50. “60 days after the above date, I promise to pay to the
order of Smith $1000, signed Spak.” The date on check was
1/4/76. Spak changed 76 to 77. This is NOT evidence of forgery
or alteration - dates are not recognized as alterations so Smith
is still an HDC.
1. Handout #6 -
1. Incomplete Date payee is not HDC.
2. Payee name blank  bearer.
3. No Drawee specified  non-negotiable instrument;
payee not HDC.
4. No “Pay to the ORDER of”  non-negotiable note
because words of negotiability not present; (§3-104(c) = words
of negotiability not needed for a check?????)
5. Stamped “PAID”  this is an irregularity so
non-negotiable - no HDC.
6. Missing “I”  does not affect HDC, still
negotiable.
7. No interest rate  write in the market/judgment
rate (constructive rate - §3-112) - still an HDC.
8. Missing numbers  not incomplete as to authenticity
because words prevail over figures and the words are there.
Payee is still HDC.
9. “NULL and VOID”  Irregularity destroys
negotiability - no HDC.
1. §3-302 (a)(2)(iii): without notice that the instrument is
1. overdue
2. has been dishonored.
1. Forgotten Notice Doctrine §1-201(25): A person has notice
of a fact when:
1. he has actual knowledge of it
2. he received notification of it
3. from all the facts and circumstances known to him, at the
time in question, he has reason to know that it exists.
(Responsible for things you don’t know, but should know).
2. Ex. Fazarri, an illiterate man, was swindled into signing
a tax form, which was really a check. He goes to the bank and
tells bank not to honor it. Bank says OK. Bank then pays
crook. Is Bank HDC? They took it for value, good faith, but
without notice (originally did have notice but forgot). Bank is
not HDC, but Court says they are because under the Forgotten
Notice Doctrine. Just because Bank got notice doesn’t mean they
can’t be an HDC—because they may have forgotten that they got
notice.
1. or there is an uncured default with respect to payment of
another instrument issued as part of the same series. Ex.
Series Notes (1 of 12, 2 of 12, etc.). If you knew no payment
was made on the first 4, and you got 5 of 12, you can not be an
HDC because you took the instrument and there’s an uncured
default.
1. PARTIAL HDC’S. Can you be a partial HDC? Yes.
3. §3-302(d): If the promise of performance that is the
consideration for an instrument has been partially performed,
the holder may assert rights as an HDC of the instrument only to
the fraction of the amount payable under the instrument equal to
the value of the partial performance divided by the value of the
promised performance.
4. Ex. Spak is the Holder of $100 Note, signed by Conviser.
Spak says he’ll sell it to Neil for $50. Afterwards, Neil say
he’ll pay $25 now and $25 tomorrow. Neil goes to get $ from
Conviser today and Conviser says Spak is a thief. Conviser will
have to pay $50. Neil is a proportional HDC because he only
gave 50% of the agreed deal.
5. However, if Spak sold him a $100 Note for $50, then Neil
would still be a full HDC, and Conviser would have to pay the
full $100.
6. Bank uses FIFO (first in, first out) when X goes to bank
to deposit check. If check bounces, bank reverses the entry.
Bank gives provisional entry and won’t let customer draw on
unclear items.
7. §3-302(f) To be effective, notice must be received at a
time and in a manner that gives a reasonable opportunity to act
on it. If you are giving notice to bank, give them time to
receive the info.
8. §3-302(g) This section is subject to any law limiting
status as an HDC in particular classes of transactions, such as
consumer sales and home sales.
1. Value and Consideration
1. Gifts
Ex. I promise to pay to the order of Spak
$1000 Conviser.
1. Spak indorses it to P.J. and signs without recourse. Spak
gives P.J. the instrument as a gift. P.J. goes to Conviser for
$. Conviser doesn’t pay and P.J. won’t get $ from Conviser
because P.J. is not an HDC since she did not give value for the
instrument (no consideration). P.J. can’t sue Spak because it
is an incomplete gift and Spak received no consideration.
2. Regular K law applies: Conviser can use off-set defense.
1. §3-303 Value and Consideration
1. Value if:
1. Instrument is issued or transferred for a promise of a
performance, to the extent that the promise has been performed;
2. Transferee acquires a security interest or other lien in
the instrument other than a lien obtained by judicial
proceeding; (ex. Mortgage)
3. the instrument is issued or transferred as payment of, or
as security for, an antecedent claim (prior debt) against any
person, whether or not the claim is due;
4. the instrument is issued or transferred in exchange for a
negotiable instrument; or
5. the instrument is issued or transferred in exchange for
the incurring of an irrevocable obligation to a 3rd party by the
person taking the instrument
9. Executed performance: Something you did. (1,2,3)
10. Executory performance: Something you have not done yet.
(4,5)
11. If bearer paper is lost, the finder is never an HDC
because the value element is missing.
1. Consideration means any consideration sufficient to
support a simple K . The drawer or maker of an instrument has a
defense if the instrument is issued without consideration. If
an instrument is issued for a promise of performance, the issuer
has a defense to the extent performance of the promise is due
and the promise has not been performed. If an instrument is
issued for value as stated in (a), the instrument is also issued
for consideration.
12. Ex. Conviser gives Spak an instrument as a retainer for
representation on Spak case. Is Spak an HDC? Conviser’s
promise to be on retainer was executory, so it’s consideration
but NOT value. Therefore, Spak is not an HDC.
13. Definition of Retainer: 1) Client’s trust fund—fee given
advance , 2) Lawyer’s money---not an advance, a fee earned as
soon as it’s given. Money given for promise to represent.
1. §3-304 Overdue Instrument
1. An instrument payable on demand becomes overdue at the
earliest of the following times:
1. on the day after the day demand for payment is duly made;
2. if the instrument is a check, 90 days after its date; or
3. if the instrument is not a check, when the instrument has
been outstanding for a period of time after its date which is
unreasonably long under the circumstances of the particular case
in light of the nature of the instrument and usage of the trade.
1. With respect to an instrument payable at a definite time
the following rules apply:
1. If the principal is payable in installments and a due date
has not been accelerated, the instrument becomes overdue upon
default under the instrument for nonpayment of an installment,
and the instrument remains overdue until the default is cured.
2. If the principal is not payable in installments and the
due date has not been accelerated, the instruments becomes
overdue on the day after the due date;
3. If a due date with respect to principal has been
accelerated, the instrument becomes overdue on the day after the
accelerated due date.
Ex. Installment note, secured by mortgage
I Promise to pay to the order of SPAK
$20,000 on 1/2/3/4/5
1. secured by mortgage
2. acceleration clause Kent, Inc.
By Collins, Pres.
51. secured by mortgage - doesn’t destroy neg.
52. provides for acceleration clause - doesn’t destroy neg.
53. FACTS: Spak’s a crook and talked Collins into making bad
investment. Collins pays w/ this instrument, which total would
be $500,000, for the $1M that Spak would give him for the
instrument.
54. Indorsement A: “Pay HDC, Spak.” “Pay Conviser, HDC.” Can
Spak enforce note? NO because he’s a crook. HDC endorses to
Convisor. Convisor took it w/ no value, in bad faith, knew of
overdue claims/defenses, so he is not an HDC. However, because
of the Shelter doctrine, Conviser can make Kent pay. Shelter
Doctrine, §3-203, gives one who receives an instrument from an
HDC, the same rights as an HDC (sheltered by 1st HDC). If one
conveys, even as gift, one has HDC status. The HDC rule is
expanded by Shelter Doctrine.
55. Indorsement B: “Pay HDC, Spak.” “Pay Spak, HDC.” If Spak
buys the instrument back from the HDC, Spak can’t get rights
under the Shelter Doctrine because he is a crook (crooks falls
under an exception to the shelter doctrine).
I Promise to Pay to the Order of M.F
$1000
Currency Exchange
56. Facts: MF supposed to deliver table and didn’t. MF sued
Currency Exchange. Currency Exchange did give the negotiable
instrument to M.F. MF loses because its is not a negotiable
instrument because there wasn’t delivery. For order paper,
there MUST be proper indorsement and delivery. Is it possible
for a payee to be an HDC? Yes. The comment to §3-302 said
payee couldn’t be HDC because the neg. instrument wasn’t
negotiated to payee, it was just transferred to payee. Present
code does not have that line in it  you CAN be a HDC as
payee only in 4 fact patterns: (1) remitter, (2) co-maker, (3)
fraudulent crediting, (4) agency.
1. DEFENSES
I promise to pay to order of PAYEE (thief)
$1000 Maker (w/ defense)
57. Facts: Payee negotiates to Chris (HDC). Chris goes to
Maker for $$. Maker claims he was swindled. It was supposed to
be gold and it was shit (fraud  maker has to pay).
Someone signed his name on the instrument (forgery 
maker does NOT have to pay).
§3-305: (a) right to enforce instrument is subject to following
defenses:
1. real defenses (HDC loses on these)(11 of these) - a
defense of the obligor based on
1. infancy - ex.: 17 year old signs note; lack of capacity;
HDC loses if K for non-necessity. If for necessity (food), HDC
wins (gets money). If infant is emancipated by marriage or
army, the HDC wins (gets money).
2. duress - if someone puts gun to maker’s head, HDC will not
get his money because duress is a real defense. This applies to
the person or someone he owes a legal duty to (like wife). The
K is VOID. If someone puts a gun to maker’s head and threatens
to tell that he is a pothead, the K is VOIDABLE (not a nullity;
personal defense). Lack of capacity - if someone says that he
is waiting for martians, the K is VOIDABLE - personal defense;
HDC wins. Illegality - HDC goes to maker and makes says he
won’t pay because he’s a corp. and not licensed to do business
in that state. This is a real defense and illegality renders
the K a nullity.
3. fraud in execution (factum) - HDC loses (real defense).
Whereas, fraud in the inducement is a personal defense and HDC
wins.
1. I purchase gold watch. Salesman says it’s real but it
isn’t. Personal defense fraud because he knew he was buying a
watch but just didn’t buy a gold one.
2. famous baseball player signs autograph. Someone puts
“I’ll pay you $1M over it.” Player has real defense because
didn’t know.
3. you buy diamond. It’s not the real thing. Personal
defense.
4. Mike comes to house to do siding. Tells customer he’ll
give them free siding. Mike changes the document to a security
deposit agreement - Real defense.
5. estoppel = real defense. (1) Guy can’t speak or read
english and signs a note. Wife, who’s w/ him does speak
english. He is negligent if doesn’t ask her to read the K. (2)
99% of fraud is personal. Only 2 types of fraud are real:
switch documents and autograph.
1. discharge of the obligor in insolvency proceedings.
1. personal defenses (HDC wins on these)(over 100)
1. right of an HDC to enforce the obligation of a party to
pay the instrument is subject to 11 real defenses of the obligor
in (a)(1) and the person who have the HDC can use these defenses
against him (HDC will not get paid) but not subject to personal
defenses of obligor in (a)(2).
58. Surety as a Defense Example:
I promise to pay to the order of Laura Fletcher
$25000 secured by mortgage on building
Spak
Witness By: X (Conviser)
Smith
Jones
14. Smith and Jones are not indorsers they are simply
witnesses for Conviser. Conviser is an accomodation party to
Spak.
15. Facts: Spak wants to borrow $ from Laura only if Conviser
co-signs and secures it with the mortgage. Spak goes bankrupt.
Will Conviser have to pay Laura if Spak doesn’t? NO. He is a
surety (variation of risk). Suretyship is a real defense if
person knew he was a surety. Surety defense has to be known.
59. Federal Trade Commission Rule Elements. In a limited
amount of cases, HDC is abolished. Congress delegates authority
to FTC. HDC is diminished by the FTC. Elements for abolishment
of HDC defense:
1. human being (not corp)(can be an alien)
2. buys consumer goods/services (for family use - food and
knife for kitchen; knife in deli = equipment; knife in ACE =
inventory)
3. on credit (not check, therefore no HDC)
4. then no HDC rule, any defense can be used.
F Fed. Trade Commission (Title 16) - maker not pay HDC
Fraud in the Factum (a)(1)
Forgery (3-401)
A Alteration (3-407)
Adjudication Insanity (a)(1) - Incapacity - nullity K
I Infancy (a)(1)
Illegality (a)(1)
D Discharge of Insolvency (a)(1)
Duress (a)(1)
S SOL (3-118)
Suretyship (3-605)
60. Forgery - §3-401
61. If maker’s name forged, would he have to pay the HDC? NO.
Forgery is a real defense. It’s totally ineffective as of the
name “MAX MAKER” but totally effective as of the forger’s name
“FREDDY FORGER.” B/c it’s a perfectly valid instrument as to
“FF”, warranty of title is not breached.
62. Alteration - §3-407
63. Sam changes a note written by Max Maker for $1000 to
$10,000. This is a real defense to the extent of the alteration
so Max has to still pay the $1000, but not the extra $9000. If
maker is negligent in drafting the instrument, he will have to
pay full $10,000.
64. Drafting in pencil - not negligent.
65. Leaving check book out - not negligent.
66. Leaving amount blank or leaving signature stamper out -
negligent.
67. HDC with respect to Drafts: HDC Rule is just as applicable
to drafts as notes. If Sam is a crook and gives instrument to
payee and payee goes to drawer to receive money, HDC has same
obligations/defenses.
68. Enforcement of Lost, Destroyed or Stolen Instruments -
§3-309
69. Example: grandma loses a stock certificate or SS check.
They can get a new instrument. But the issuer will want a bond
for it so that if the true owner comes they can get money back.
The cost of the bond depends on the risk. §3-309 says
reasonable security must be furnished instead of the bond.
Types of security:
1. cashier’s check: bank is drawer and drawee;
2. certified check: your check w/ a certified stamp;
3. teller check: 2 different banks on it, but like cashier’s
ck.
70. these are backed by the bank; bank’s credit is on the line
- treated like cash.
1. Checks and Drafts: Drawer-Drawee
To: Drawee National Bank October 30, 1997
Pay to the order of Spak
$1000 (one thousand)
Cecilio Franco ()
A. DRAWER-DRAWEE RELATIONSHIP
71. relationship between drawer and drawee = K
72. drawer puts money in bank; drawee pays out properly
payable items.
1. if drawee doesn’t pay but should have, that’s wrongful
dishonor (§4-402) and drawee is liable for breach. Ex.: if
balance in a/c is $3000, draws check for $1000. Bank bounces it
(wrongfully dishonors). The drawer can collect all damages
proximately caused (provable). If drawer can show wilful
dishonor, drawer can get punitive damages. However, a bank may
dishonor an item that would create an overdraft unless it has
agreed to pay the overdraft.
2. if drawee does pay and shouldn’t have, that’s a breach.
Ex.: check that says “if he delivers my car in a satisfactory
condition tomorrow.” This is a conditional instrument that is
not a negotiable instrument. §4-103 says that parties can
agree to whatever they want. If bank and drawer say there can
be conditions, the conditions will stand (under K law) but they
can’t be too gross or violate good faith. Not negotiable though
and bank won’t agree to this type of condition anyway.
3. Write a check for $1000 and balance is $500. If bank pays
it, the bank wins. §4-401 (a) - “bank may charge against the
a/c of a customer an item that is properly payable from the a/c
even though the charge creates an overdraft.”
4. Post-dated check - The date on the check is 3/20/98 and
bank pays it. §4-401(c) - “even though payment was made before
the date of the check, the check is valid.” The bank can honor
it early. Technically, this a post-dated check is no longer a
check but a time draft.
5. Stop payment order -§4-403: you tell bank to not pay the
check because you were swindled. You may do it orally (not in
TX). If bank still pays on it, bank is liable. You must renew
your stop order after 6 months. If bank has a provision saying
they will try best to not makes mistakes but they miss a stop
payment order anyway, this is not okay because the bank can’t
waive the effects of a stop payment order.
6. Death - §4-405 - “neither death nor incompetence of a
customer revokes the authority to accept, pay, collect, or
account until the bank knows of the fact of death or of an
adjudication of incompetence and has reasonable opportunity to
act on it.” Bank can pay after date of death for 10 days, even
if it has notice of the customer’s death. Bank will prevail.
Ordinarily, with agency, death ends everything.
7. Antedated Check - §4-404 - The date on the check is
3/20/96. “Bank is under no obligation to a customer having a
checking a/c to pay a check other than a certified one, which is
presented more than 6 months after its date, but it may charge
its customer’s a/c for a payment made thereafter in good faith.”
Bank doesn’t have to pay on stale checks but can charge a/c if
does.
8. Bundle case - $3000 in a/c. 7 checks come into drawer’s
account: (1) 1500, (2) 1000, (3) 1000, (4) 500, (5) 500, (6)
499, (7) 1. Can bank bounce them all? No. Bank must use one
method - usually pays its items first and then pays off the
biggest one.
73. Problem of Timing: there must be a time at which the bank
can no longer have effective notice (like a stop payment order).
When:
1. the bank irrevocably commits the money.
2. bank sets artificial cut-off at 2 pm; everything after 2pm
is too late.
3. too late if paid in cash.
16. after these 3 things, they are no longer bound by notice.
1. NEGLIGENCE IN THE DEALING
Example 1
To: Drawee (D)
Pay to the order of MF
$1000 Russell ()
74. Indorsement: “MF” (forged in ink). “Spak” (pencil)
75. Facts: Russell looking to employ someone. Spak applies.
Spak’s a crook. Spak’s job is to prepare checks for Russell’s
signature. He pads the checks (25 legit, he makes 2 extra).
Russell signs all to MF. Spak cashes the checks. Crime
discovered. When checks come back, Spak erases his name because
in pencil.
76. The drawer-drawee relationship is K.
77. Russell’s argument: not properly payable because supposed
to be to MF.
78. Bank’s argument: Drawer Negligence (negligence in
dealing). Drawer suffers the loss because he was negligent in
hiring.
§3-404(b) - Fictitious Payee Rule - “if a person whose intent
(I) determines to whom an instrument is payable or doesn’t
intend the person identified as payee to have any interest in
the instrument, or (ii) the person identified as payee of an
instrument is a fictitious person, the following rules apply
until the instrument is negotiated by special indorsement:
1. any person in possession of the instrument is its holder;
2. an indorsement by any person in the name of the payee is
effective as the indorsement of the payee, in favor of a person
who in good faith, pays the instrument or takes it for value or
for collection.
79. Spak’s “intent” to forge was never intended to benefit MF,
it was intended to benefit Spak.
80. Indorsement by anyone is effective. If effective, Russell
(drawer) suffers the loss. Law says indorsement is not a
forgery.
Example 2
To Drawee (D)
Pay to the order of Mr. & Mrs. J
$25,000 Terrence ()
81. Indorsement: “Mr. J” (forged). “Mrs. J.”
82. Facts: Mr. J on business trip. Mrs. J brings in hottie
lover. She says it’s a good time to sell house. Puts sign up
for sale. Lover boy forges and indorses Mr. J’s name. Terrence
buys house, by writing a check to drawee, payable to the couple.
Mr. J comes home. Who owns the house now? Mr. J still does,
the deed was forged.
83. Bank’s argument: indorsement valid under Imposter Rule
§3-404(a) - “if an imposter, by use of mail or otherwise,
induces the issuer of an instrument to issue the instrument to
the imposter or a person acting in concert w/ imposter by
impersonating the payee of the instrument or a person authorized
to act for the payee, an indorsement of the instrument by any
person in the name of the payee is effective as the indorsement
of the payee in favor of a person who in good faith pays the
instrument or takes it for value or for collection.”
84. Terry’s argument: this is a forgery - “I made the check
payable to the real Mr. and Mrs. J.”
85. Code shifts loss from drawee to drawer because of his
negligence in the dealing w/ an imposter.
Example 3
To: Drawee (D)
Pay to the order of MF
$1000 Russell ()
86. Indorsement: “Fields.”
87. Facts: Spak is a MF employee. Same person who receives
the check shouldn’t be the same person to credit the a/c. Theft
would be too easy. Spak given every job in one. He sets up a/c
under account Mike Fields. Gets fake ID. When new money comes
in, Spak credits yesterday’s account, etc. etc. Then he skips
town. In some cases, the payee will suffer, not drawer. Spak
had authority to indorse Field’s name (Mike Field) but had no
authority to deposit it in his own a/c.
§3-405 - Employer’s Responsibility for Fraudulent Indorsement by
Employee
1. Employee
2. Fraudulent Inducement
3. Responsibility - controller negligence; drawer negligence
- bad accounting technique by MF giving Spak every job. Loss
could have been avoided if the duties were split up.
1. DRAWER NEGLIGENCE IN THE DRAFTING
Example 1
Pay ____________
$ ________ Terrence
88. Facts: puts this check in locked drawer in office. Thief
steals checks and improperly fills them out and cashes them.
Check comes through. Terrence knows it’s a genuine signature,
but someone (Spak) stole it. Where you leave out name of
payee/amount, can you get a jury instruction that says whoever
was more negligent should suffer the loss? No. Jury will put
the loss on bank because it has more money. Bank will always
lose against the underdog in this type of example.
89. §3-406 - Negligence Contributing to Forged Signature or
Alteration of Instrument - where you’re negligent in the
drafting (blank spaces in checks/not having the squiggly line
after amount/giving someone to fill in right amount), you’re
precluded from asserting this defense - drawer suffers. Terry
left it in a box so he’s precluded from using the defense. Not
negligence to draft check in pencil OR to leave blank checkbook
(w/ unsigned checks) on top of counter, knowingly frequented by
thieves.
Example 2
To: Drawee (D)
Pay to the order of Spak
$1000
Russell ()
90. Indorsement: “Pay HDC, Spak.”
91. Facts: Russell stops payment on check because he was
defrauded. Spak can’t sue Russell for K breach. If signed to
HDC, could he force Spak to pay Russell? HDC takes free of all
defenses - he can make Russell pay.
Example 3
92. Same check as #2.
93. Facts: Russell issued stop payment order. If bank pays
HDC over stop payment, Russell can’t make bank put it back
because of shelter rule - Russell can’t have the bank get back
what they paid the HDC because the bank bought the instrument,
so it has the rights of an HDC. Can Russ have bank pay him back
for paying over a stop payment order? Yes, because they
shouldn’t have paid. Bank loses if pay someone not an HDC.
1. DRAWER NEGLIGENCE IN NOTIFYING
Example 2
To Drawee (D)
Pay to the order of Mr. & Mrs. J
$25,000 Terrence ()
94. Facts: Spak forges Terry’s name. Spak takes it and cashes
it at Jewel. If Jewel knew of the forgery, they wouldn’t cash
it. They did cash it though because they knew Spak. Would the
drawee bank pay if knew signature forged? No. If the bank does
pay, the real Terry gets checks back. If he finds this check he
didn’t sign, he calls the bank to make a stop payment. Bank
must put it back in his a/c because it’s a forgery. If Terry
notifies the bank 15 years later, bank doesn’t have to put the
money back because it’s negligence in the notifying.
Example 3
95. Facts: thief steals check from mailbox and indorses Spak’s
name. Bank will pay it because they don’t know your
indorsement. You won’t find out until Spak calls you. Can Spak
still get money from Terry if stolen in mail if payable to Spak?
Yes, he’s entitled to the money. Bank must put the money back
in a/c, but Terry must notify immediately.
96. SOL -
1. one year to notify bank for forged drawer.
2. three years for forged indorsement.
3. article II - K for goods is 4 years.
4. 30 days (from time you get check or list of checks) to
notify the bank for multiple forgeries by same wrongdoer.
1. HOLDER-DRAWER RELATIONSHIP
Example 1
I promise to pay to the order of SPAK
$1000 Cathy Higgins
97. Indorsement: “Pay HDC, Spak.”
98. Facts: Spak gives Cathy a car for $1000. Nature of
Cathy’s (maker) promise is to pay.
99. §3-412: Obligation of issuer of note or check - “issuer of
a note or check is obliged to pay the instrument according to
its terms at the time it was issued, or if not issued, at the
time it first came into possession of a holder.” Spak could sue
Cathy on her promise to pay as could the HDC.
100. §3-415: Obligation of indorser - liability of an indorser
is secondary (if I get conditions precedent, I’ll pay).
Conditions precedent that make indorser pay:
1. presentment - §3-501
2. dishonor - §3-502 (if maker doesn’t pay)
3. notice of dishonor - §3-503 (must notify payee)
Example 2
To Drawee, Kenosha Bank
Pay to the order of Spak
$1000 Cathy Higgins (buyer of goods)
101. Facts: Cathy gives Spak this check. Cathy has her bank in
Kenosha and Spak’s bank is in Chicago. But, he mails the check
to Kenosha because he’s cheap and doesn’t want to spend 10 cents
for out of state checks. If Spak deposits it in Chicago Bank,
it would have taken one day for check to get to Kenosha. But
since he sent it to Kenosha, it took five days and the money
wasn’t there because it didn’t get there in time. She had money
in her a/c the day after she wrote it, but because it got there
5 days late, she paid other checks and there wasn’t enough money
for that check.
17. Spak’s arg: Drawer (Cathy) is secondarily liable and has
to pay.
18. Cathy’s arg: Spak cause an unreasonable delay of
presentment.
19. Under the CODE, Spak wins because the proper time frame
for presentment is 30 days.
102. Indorsement: “Pay Bank, Spak.”
103. Spak deposits it in his bank (depositary bank).
104. Liability of Drawer and Indorser = secondary (condition
must happen 1st)
105. Liability of Drawee = primary (unconditional promise to
pay)
106. W/o Recourse = negates K liability, but not necessarily
warranty liability.
107. If there’s a delay in conditions precedent, the effect is
a total discharge of liability to indorser, but not to drawer
(drawer has pro tanto liability - can show that could have had
$$ if would have presented it).
Example 3
To: Drawee (Chicago)
Pay to the order of Stephanie
$1000 Spak
20. Facts: Spak gives check to Stephanie and Stephanie goes to
Bank in Chicago to cash the check at 10 a.m. At 10:30 a.m., the
bank was folding and finally folded at 2p.m. Everyone who
stayed at the bank got paid. Stephanie did not stay, she went
to lunch.
21. Steph’s arg: She had no obligation to stay, the bank had
liability.
22. Spak’s arg: Spak should not pay because Stephanie should
have waited.
23. CODE says: Spak loses. Timely Conditional Precedent of 30
days.
Example 4
To: Drawee of FRANCE
Pay to the order of Joe (payee)
100,000 F. Drawer Bank
24. Facts: Joe moves to France and asks for check from bank
with his entire a/c. When he gets to France there is a war and
Joe decides to go back to U.S. Before he goes, he mails the
check back home and asks his brother Sam to return money to Bank
in Chicago. Bank stalls and eventually says NO.
25. Joe (Payee) v. Bank (Drawer)
26. Bank’s arg: Liability of Drawer is secondary. Pays if he
gets conditions precedent in a timely manner and presentment did
not occur because nobody went to Drawee of France.
27. Joe arg: Waiver of conditions precedent, unless the
condition occurs or is excused. Joe says they are excused.
28. In the case, Joe wins because conditions precedents were
waived.
29. UCC: §3-504 Excused Presentment and Notice of Dishonor
1. Presentment
1. Can’t find with reasonable diligence.
2. Maker or Acceptor is dead or insolvent or has refused to
pay
3. By terms of instrument itself, it’s waived (it is not
necessary to enforce obligations of indorsers or drawers)
4. Drawer or Indorser has waived presentment (come back
tomorrow)
5. Drawer accepted Drawee not to pay or accept
1. Notice of Dishonor: Can be given by
1. By terms of instrument itself, it’s waived or excused
2. The party whose obligation is being enforced waived notice
of dishonor (waiver of presentment is also waiver of dishonor)
1. Delay in giving notice of Dishonor is excused temporarily
if it is beyond the control of the person giving notice and the
person giving notice exercised reasonable diligence after the
cause of the delay ceased. (a big storm).
Example 5
To: Bank of NY
pay to the order of Jennifer
$1000 Spak
30. Facts: Spak writes check to Jennifer but the bank of NY is
not in U.S. A formal notice of dishonor (PROTEST) works only
for drafts outside of U.S. Spak’s liability is secondary.
31. §3-505 - Protest is optional.
Example 6
To: Drawee
pay to the order of Jennifer
$1000 Spak
32. Indorsement on back: “Pay Depository, Jennifer.”
33. Facts: Jennifer is a crook. If she sues Spak, she’ll
lose. Is it possible that a depository bank is an HDC? YES.
How? Depository Bank 99% of the time won’t give value, but here
they did give her value—so they are an HDC. Bank and Payee can
be HDCs but it’s rare.
1. Holder - Drawee Relationship
Example 1 -
To: First National Bank () (party A)
pay to the order of Brian () (party C)
$10,000&nbs
#Post#: 83--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: Acezenoevo Date: April 21, 2015, 4:34 am
---------------------------------------------------------
Read, listen and think on it.
#Post#: 98--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: toystoryful Date: May 25, 2015, 11:11 pm
---------------------------------------------------------
Whether women or men have studied it. Because this is really
useful.
#Post#: 104--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: kakanew Date: January 20, 2016, 2:11 am
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Obligation §413 - primary, which discharges the liability of the
drawer.
#Post#: 106--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: Ballsomsak Date: March 8, 2017, 10:46 pm
---------------------------------------------------------
This is very good content. I read a good knowledge that is very
useful.
#Post#: 113--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: Slimnut Date: December 28, 2017, 2:54 am
---------------------------------------------------------
It's a very fun game. I like it so much. I hope you write the
full story.
#Post#: 120--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: Sebeya Date: April 25, 2018, 12:21 am
---------------------------------------------------------
I still think like that. If anyone has a good answer, it is
recommended.
#Post#: 137--------------------------------------------------
Re: Commerical paper outline [Kent -Spak]
By: paovaree Date: November 6, 2018, 3:32 am
---------------------------------------------------------
Thank you for this answer.
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