By: Katelyn J. Dougherty, Esq.

As a business owner, you likely engage in various financial transactions, including issuing and receiving checks, and even promissory notes from time to time. These instruments are key in facilitating smooth business operations and managing cash flow. Understanding the provisions of Article 3 (Promissory Notes) and Article 4 (Checks) of the Uniform Commercial Code (UCC) is essential to ensure compliance and protect your rights. Let’s explore some aspects of these articles and their significance for your business:

Article 3: Promissory Notes

Article 3 of the UCC provides the legal framework for negotiable instruments, particularly promissory notes. Here’s what you need to know:

1. Definition: A promissory note is a written promise to pay a specified sum of money, either on demand or at a future date. It serves as evidence of a debt owed by one party (the maker) to another party (the payee).
2. Negotiability: Promissory notes are negotiable instruments, meaning they can be transferred from one party to another. Negotiability allows for easy and efficient transfer of debt and provides certain legal advantages to the holder.
3. Negotiation and Endorsement: A promissory note can be negotiated by endorsement, which involves the transferor signing the note and delivering it to the transferee. Endorsements may be blank (where the note becomes payable to the bearer) or special (where the note becomes payable to a specific person or entity).
4. Holder in Due Course: An important concept in Article 3 is the holder in due course. A holder in due course is a person who acquires a negotiable instrument in good faith, for value, and without notice of any defects or claims against it. Holders in due course enjoy certain rights and protections under the UCC.
5. Enforcement and Defenses: Article 3 establishes rules for enforcing promissory notes and provides defenses against liability. It outlines the requirements for presentment, demand for payment, notice of dishonor, and the statute of limitations for taking legal action.

Article 4: Checks

Article 4 of the UCC governs the rights and responsibilities of parties involved in check transactions. Here’s what you should be aware of:

1. Definition: A check serves as a written directive to a bank, authorizing the transfer of a designated sum of money from the account of the check’s creator (drawer) to the intended recipient (payee) or holder.
2. Bank Obligations: Article 4 sets forth the obligations of banks regarding check processing, payment, and collection. It establishes the rights and liabilities of the drawer, the payee, and the collecting bank.
3. Check Fraud and Forgery: Article 4 provides guidance on dealing with check fraud and forgery. It outlines the responsibilities of banks and customers in detecting and reporting fraudulent activities.
4. Electronic Check Transactions: With the increasing use of electronic payment systems, Article 4 has been updated to address electronic check transactions, including electronic presentment and the use of substitute checks.

Compliance with Articles 3 and 4 of the UCC is essential for business owners to ensure the validity and enforceability of promissory notes and checks. Failure to follow the requirements and procedures outlined in these articles may result in financial losses, disputes, or legal complications.

To navigate the intricacies of Articles 3 and 4 effectively, it is recommended to consult with an experienced attorney specializing in commercial law. They can provide the following:

• Guidance on drafting promissory notes.
• Understanding the rights and obligations of parties involved in check transactions.
• Ensuring compliance with the UCC.

By harnessing the power of Articles 3 and 4, you can confidently issue and receive promissory notes and checks, mitigate risks, and facilitate seamless financial transactions. Understanding these provisions will empower you to make informed decisions, protect your business interests, and foster trust and credibility with your stakeholders.

Don’t have a business attorney? Get in touch with our team by emailing Info@harbourbusinesslaw.com.

This Blog was written by Founding Attorney, Katelyn Dougherty.

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