Accounting Law

1. Are negotiable instruments more similar to money or to contracts? Explain

I believe negotiable instruments are more similar to money.  

Negotiable instruments are a written document containing the signature of the creator that makes an unconditional promise or order to pay a certain sum of money, either at a specified time or on demand. Negotiable instruments are executed on a daily basis in for of checks, certificated of deposits, drafts and promissory notes in exchange for goods, services, or business financing. However, contract is a commercial paper, which circulates and transfers through business world. There are differences between these two. First, contract is assigned to an assignee, but negotiable instruments are negotiated to a holder, and holder gets greater rights. Also, negotiable instruments lack the requirement of contracts: consideration and both offer and acceptance. In terms of money, both of the negotiable instrument and money are a fixed sum of cash that either on demand or at a fixed future time. Therefore, I believe negotiable instruments are more similar to an extension of credit or substitute of money.

1. Doseung Chung, the plaintiff, a horse player, was at Belmont Park Racetrack, which is owned by the defendant, New York Racing Association. While at the track, Chung was using a voucher to place bets on the races through an automated betting machine. After placing a bet, Chung took his betting ticket but forgot his voucher, which had thousands of dollars left on it. A few minutes later, he returned to the machine, but the voucher was gone. Chung put an electronic stop on the voucher, but the voucher had been cashed out about one minute after it was left in the machine. Chung subsequently sued the racetrack, arguing that the track was negligent in not requiring proof of identity when patrons cash out their vouchers, which constitute negotiable instruments. How did the court rule? Why? [ Doseung Chung v. New York Racing Ass’n.,  714 N.Y.S.2d 429 (2000).]

The court favored the defendant. First, as there is not name mentioned and identified on the check, the voucher is bearer instrument instead of order instrument. Bearer instruments are treated like cash and anyone who comes into possession of it by any means, including theft, may claim the payment due on it. Second, the defendant meets the requirement of HDC under UCC. The defendant is a holder and already took the instruments for value. Also, the defendant takes the instrument in good faith, and without notice of defects. Moreover, the plaintiff should know how to use the voucher, and already knew that it can be exchange for cash. Therefore, the plaintiff will lose.

1. What are the requirements of holder-in-due-course status?

First, the party must be a holder of a complete and authentic negotiable instrument. The holder due course must first be a holder. Then the instruments must be negotiable, complete and authentic. Second, Second, the holder must take the instrument for value. The party must take the instrument in exchange for a promise that has already been performed. Third, the holder must take the instrument in good faith. Fourth, the holder must take the instrument without notice of defects.

1. Bond issued a $300,000 note to Goss in 1988. The note was secured by a deed of land. Goss later entered into an agreement to purchase commercial property owned by RAM. In lieu of partial payment, Gaetani, general partner of RAM, accepted the $300,000 note. Supanich, a trustee for Goss, endorsed the note. The note endorsement read: “For value received, the undersigned hereby assigns and transfers all right, title and interest in and to within Note to Toney E. Gaetani, Sr.” The endorsement did not contain the words without recourse.  Bond paid no principal and only partial interest on the note. Gaetani brought an action against Goss, Supanich, and Bond. At issue was whether the endorsement language allowed Gaetani to recover directly against Goss. Despite the lack of the words without recourse, the trial court held that Gaetani could not recover from Goss. Do you think the court allowed Gaetani to recover from Goss on appeal? [ Gaetani v. Goss-Golden,  84 Cal. App. 4th 1118 (2000).]

I think the court should allow Gaetani to recover from Goss on appeal if both of the notes are lack of words ”without resources”. Qualified endorsement has to contain the additional word “without recourse”. Ordinarily, when negotiable instruments pass form one party to another, the endorser’s signature guarantees payment to a subsequent holder in the event the instrument is not honored by the party who created it. The restrictive endorsement without recourse means that endorser does not intend to be bound by this guarantee. In the situation here, the word “without resources” is absent, the endorsement read:” For value received, the undersigned hereby assigns and transfers all right, title and interest in and to within Note to Toney E. Gaetani, Sr”, thus Goss has the liability on the notes. However, the court did not allowed Gaetani to recover from Goss with the reason that he is not allowed to recover directly against Goss under UCC, as there is no change in the “holding language of assignment to be the equivalence of without recourse”.