Identify Negotiable Instruments
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CPA Regulation (REG) › Identify Negotiable Instruments
What is the difference between a promissory note and a draft under UCC Article 3?
A promissory note requires a bank as the drawee; a draft may use any person as the drawee.
A promissory note must be payable on demand; a draft must be payable at a definite future date.
A promissory note is used only for real estate transactions; a draft is used only for commercial transactions.
A promissory note involves two parties (maker and payee) and contains a promise to pay; a draft involves three parties (drawer, drawee, and payee) and contains an order to pay.
Explanation
A promissory note is a two-party instrument in which the maker promises to pay the payee (or bearer). A draft is a three-party instrument in which the drawer orders the drawee (a third person, often a bank) to pay the payee. A check is the most common form of draft - the depositor (drawer) orders the bank (drawee) to pay the payee. Answer B is incorrect because both instruments may be payable on demand or at a definite time. Answer C incorrectly restricts their use. Answer D is incorrect because a note does not involve a bank or drawee at all.
Under UCC Article 3, what must a payable-to-order instrument contain to satisfy the 'payable to order or bearer' requirement?
The instrument must be payable to the order of an identified person (such as 'Pay to the order of Jane Doe') or must be payable to bearer.
The words 'payable to the order of cash.'
Any reference to a person's name.
The payment must be conditional on demand.
Explanation
Under UCC Section 3-109 and 3-104, the order/bearer requirement for negotiability requires either: (1) payable to the order of an identified person ('Pay to the order of Jane Doe') - this is order paper; or (2) payable to bearer or to cash - this is bearer paper. Simply naming a person without 'order' language (e.g., 'Pay Jane Doe') may not satisfy the requirement under strict UCC interpretation, though courts and the UCC have been flexible about this in practice. Answer A (any reference to a name) is insufficient without 'order' or 'bearer' language. Answer B ('pay to the order of cash') would be bearer paper. Answer C describes a payment condition unrelated to the order/bearer requirement.
A blank endorsement consists of only the endorser's signature without specifying a new payee. What effect does a blank endorsement have on an instrument?
A blank endorsement converts the instrument to bearer paper, allowing subsequent negotiation by delivery alone without further endorsement.
A blank endorsement voids the instrument.
A blank endorsement converts the instrument into an order instrument requiring further endorsement for negotiation.
A blank endorsement restricts the instrument to the endorser's bank account only.
Explanation
Under UCC Section 3-205(b), a blank endorsement (the endorser's signature alone, without naming a new payee) converts any instrument - including order paper - into bearer paper. Once converted to bearer paper, the instrument may be negotiated by delivery alone, without any further endorsement. This is why blank-endorsed checks left in accessible places can be cashed by anyone who finds them. Answer A reverses the effect; blank endorsement creates bearer, not order, paper. Answer B is incorrect because endorsement does not void an instrument. Answer D describes a restrictive endorsement, not a blank one.
A special endorsement specifies a new payee. If Jane Doe writes 'Pay to John Smith, Jane Doe' on the back of a check payable to her, what type of instrument does this create?
A restricted instrument that can only be deposited by John Smith.
Order paper payable to John Smith, requiring John Smith's endorsement plus delivery for further negotiation.
Bearer paper because a new name was added.
A non-negotiable instrument because it has been endorsed.
Explanation
Under UCC Section 3-205(a), a special endorsement identifies a specific person as endorsee and makes the instrument payable to that person's order. After a special endorsement ('Pay to John Smith'), the instrument becomes payable to the order of John Smith - it is order paper requiring John Smith's endorsement plus delivery for any further negotiation. Answer B is incorrect because a special endorsement creates order paper, not bearer paper. Answer C is incorrect because endorsement is a normal step in negotiation; it does not destroy negotiability. Answer D describes a restrictive endorsement (such as 'for deposit only'), not a special endorsement.
A certificate of deposit (CD) issued by a bank acknowledges receipt of a deposit and obligates the bank to repay it with interest. Is a CD a negotiable instrument?
No, because CDs are savings products and are not transferable.
No, because CDs are not signed by the maker.
Yes, if it meets the requirements of UCC Article 3, including being a written promise signed by the bank to pay a fixed amount on demand or at a definite time, payable to order or bearer.
Yes, but only if it has a maturity date of exactly one year.
Explanation
A certificate of deposit is a form of promissory note issued by a bank acknowledging deposit of funds and promising repayment with interest. Under UCC Section 3-104(j), CDs are specifically identified as a type of negotiable instrument (a 'note' issued by a bank). They must meet the same formal requirements as other notes. Answer A is incorrect because CDs can be and are transferred. Answer B is incorrect because CDs are indeed signed by the bank. Answer C is incorrect because there is no one-year maturity requirement for CDs as negotiable instruments; they may have various maturities.
Under UCC Article 3, what is the effect of adding the words 'without recourse' to an endorsement?
The endorser guarantees that all prior parties have valid defenses.
The endorser disclaims secondary liability on the instrument; if the instrument is dishonored, the holder cannot look to the endorser for payment.
The endorser accepts primary liability on the instrument.
The instrument becomes bearer paper that can be transferred without further endorsement.
Explanation
Under UCC Section 3-415(b), an endorser who endorses 'without recourse' disclaims their secondary (contract) liability on the instrument. Normally, an unqualified endorser promises that if the instrument is dishonored, they will pay. A 'without recourse' (qualified) endorser makes no such promise; the holder cannot seek payment from them if the instrument is dishonored. The endorser still makes transfer warranties. Answer B is incorrect because 'without recourse' reduces, not increases, the endorser's liability. Answer C is incorrect because 'without recourse' relates to payment liability, not the order/bearer status. Answer D is incorrect because transfer warranties, not guarantees of others' defenses, survive a qualified endorsement.
A note includes the following clause: 'This note may be accelerated at the holder's option upon default.' Does the acceleration clause destroy negotiability?
No, because UCC Section 3-108(b)(i) expressly provides that an instrument is still payable at a definite time even if it is subject to an acceleration clause, as acceleration merely makes the note payable earlier than the stated maturity.
Yes, because acceleration clauses are not permitted under Article 3.
No, but only if the acceleration is automatic, not at the holder's option.
Yes, because acceleration makes the payment date uncertain.
Explanation
Under UCC Section 3-108(b), an otherwise negotiable instrument remains payable at a definite time even if it is subject to: (1) acceleration clauses (making it payable earlier than stated), (2) extension clauses (allowing extension for a definite time), or (3) prepayment rights. The acceleration clause does not destroy the definite time requirement because it only causes earlier payment, not indefinite payment. Answer B is incorrect because the UCC expressly preserves negotiability for instruments with acceleration clauses. Answer C is incorrect because acceleration clauses are specifically contemplated by Article 3. Answer D is incorrect because Article 3 does not distinguish between automatic and optional acceleration for this purpose.
A note contains a clause giving the maker the right to extend the maturity date for up to one additional year. Does this extension clause affect negotiability?
No, because UCC Section 3-108(b)(ii) expressly provides that an instrument is payable at a definite time even if it is subject to extension to a further definite time at the option of the maker or holder.
Yes, because the maturity date is not fixed.
Yes, because extension clauses are prohibited under Article 3.
No, only if the extension is automatic rather than at the maker's option.
Explanation
Under UCC Section 3-108(b)(ii), an instrument payable at a definite time is still negotiable if it permits the maker or holder to extend the maturity to a further definite time. Extension to 'a further definite time' (one additional year in this case) is specifically authorized and does not destroy negotiability. Answer A is incorrect because the UCC expressly permits such extension clauses. Answer C is incorrect because extension clauses are expressly contemplated and permitted. Answer D is incorrect because the Article 3 rule does not distinguish between automatic and optional extensions.
A note is payable 'to the order of cash.' Is this order paper or bearer paper, and how is it negotiated?
It is neither order nor bearer paper and requires a court order to transfer.
It is bearer paper because 'cash' is not an identified person; it may be negotiated by delivery alone.
It is order paper requiring endorsement of the word 'cash' plus delivery.
It is not a negotiable instrument because 'cash' is not a legal entity.
Explanation
Under UCC Section 3-109, an instrument is bearer paper if it is payable to 'cash' or 'to the order of cash.' 'Cash' is not an identified person, so the instrument functions as bearer paper - it may be negotiated by delivery alone without endorsement. Answer A is incorrect because 'cash' cannot endorse an instrument. Answer B is incorrect because the UCC specifically recognizes 'pay to the order of cash' as bearer paper. Answer D is incorrect because the instrument is clearly bearer paper requiring only delivery.
Under UCC Article 3, which of the following correctly describes a 'teller's check'?
A teller's check is a post-dated check that a teller holds until the future date.
A teller's check is a draft drawn by a bank on another bank, or payable at or through a bank; it is similar to a cashier's check but is drawn on a different bank (such as a correspondent bank) rather than the issuing bank itself.
A teller's check is a check written by a bank teller on the customer's personal account.
A teller's check is issued by the Federal Reserve Bank for large commercial transactions.
Explanation
Under UCC Section 3-104(h), a teller's check is a draft drawn by a bank on another bank, or payable at or through a bank. The key distinction from a cashier's check is that a cashier's check is drawn by a bank on itself (making the issuing bank both drawer and drawee), while a teller's check is drawn by one bank on a different bank - often a correspondent bank. Both represent highly reliable payment instruments backed by a bank's credit. Answer A is correct. Answer B is incorrect; a teller's check is a bank-issued instrument, not a check written by a teller on a customer's personal account. Answer C is incorrect because teller's checks are issued by commercial banks, not the Federal Reserve. Answer D describes a post-dated check, which is an entirely different concept.