Chapter 27 Blaw 3430

Contractual Liability

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Liability on the Instrument

no person has contractual liability on an instrument unless her signature appears on
it

Signature

a signature may be made by the individual herself or by her authorized agent

Authorized Signature

an agent who executes a negotiable instrument on behalf of his principal is not liable if the instrument is executed properly and as authorized

Unauthorized Signature

include forgeries and signatures made by an agent without proper power; are generally not binding on the person whose name appears on the instrument but are binding on the
unauthorized signer

Liability of Primary Parties

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Primary Liability

absolute obligation to pay a negotiable instrument

Makers

the maker guarantees that he will pay the note according to its original terms

Acceptors

a drawee has no liability on the instrument until she accepts it; the drawee then becomes primarily liable
-Acceptance
-Certification

Acceptance

a drawee's signed engagement to honor the instrumen

Certification

acceptance of a check by a bank

Liability of Secondary Parties

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Secondary (Conditional) Liability

obligation to pay a negotiable instrument that is subject to conditions precedent

Indorsers and Drawers

if the instrument is not paid by a primary party and if the conditions precedent to the liability of secondary parties are satisfied, indorsers and drawers are secondarily (conditionally) liable unless they have disclaimed their liability or have a valid

Effect of Acceptance

when a draft is accepted by a bank, the drawer and all prior indorsers are discharged from contractual liability

Disclaimer by Secondary Parties

a drawer (except of a check) or indorser may disclaim liability by a qualified drawing or indorsing ("without recourse")

Conditions Precedent to Liability

-Drawer
-Indorser

Drawer

liability is generally contingent only upon dishonor and does not require notice

Indorser

liability is contingent upon dishonor and notice of dishono

Liability of Conversion

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Tort Liability

conversion occurs (1) when a drawee refuses to return a draft that was presented for acceptance,
(2) when any person refuses to return an instrument after he dishonors it, or (3) when an instrument is paid on a
forged indorsement

TERMINATION OF LIABILITY

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Effect of Discharge

potential liability of parties to the instrument is terminated

Discharge

Performance
Tender of Payment for interest, cost, and attorneys' fees
Cancellation
Renunciation

Warranties On Transfer

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Parties

Warrantor
Beneficiary

Warrantor

any person who transfers an instrument and receives consideration makes certain transferor's
warranties

Beneficiary

if the transfer is by delivery, the warranties run only to the immediate transferee; if the transfer is by indorsement, the warranties run to any subsequent holder who takes the instrument in good faith

Warranties

� Entitled to Enforce
� All Signatures Are Authentic and Authorized
� No Alteration
� No Defenses
� No Knowledge of Insolvency

WARRANTIES ON PRESENTMENT

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Parties

Warrantors
Beneficiary

Warrantors

all people who obtain payment or acceptance of an instrument as well as all prior transferors give the presenter's warranties

Beneficiary

the presenter's warranties run to any person who in good faith pays or accepts an instrument

Warranties

� Entitled to Enforce
� No Alteration
� Genuineness of Drawer's Signature