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Indicators that tell whether a writing is a negotaible instrument or just a check are the writing states a “payable to ‘order’ or to ‘bearer’ (must have some language like “order” or “assign” or “bearer”); signed by the maker or drawer; and reciting a “sum certain.”

Under the UCC’s Statute of Frauds, unless the receiving merchant gives written notice of objection to the contents of a confirming memorandum within ten days after receipt, the writing is sufficient against the receiving merchant, even though he or she did not sign it. 

One policy reason under Section 2-207 of the UCC, the “battle of the forms” section, is to place responsiblity on merchants to pay attention to the purchase orders they sign. The seller should read the purchase order that has been received and, if it contains conflicting terms on which the UCC provides unfavorable default positions, the seller should refuse to proceed with the transaction—not perform—until a suitable express agreement has been reached.

Pete worked as a bookkeeper for Hanes, Inc. He was accused of embezzling $30,000 and was fired from the company. Pete then became a bookkeper Mt. Etna Corp, his family’s import/export company. He wrote a check for $30,000 to Hanes from Mt Etna’s account to satisfy the stolen funds and stave off any report to authorities. Hanes negotiated the check and Mt Etna later sued for theft, conversion, a breach of fiduciary duty. Under the ruling in Georg v. Metro Fixtures Contractors, Inc., Hanes would qualify as a _________________ because of its constructive possession of the check.

Gabe gives Mary a note that states, “I promise to pay you $200,000,” as a gift, and Mary accepts the note.  No consideration is given in return for Gabe’s promise (because it is a gift) yet a court will enforce the promise.  

Laura offers to sell her home to Jake for $270,000.  Jake says, “Your price is too high.  I’ll offer to purchase it for $250,000.”  Jake’s response is called a ______________________ because it rejects Laura’s offer to sell at $270,000.   Jake’s _______________ actually creates a new offer to buy at $250,000.

A writing that states, “I promise to pay you $1,000 if the Mets win the World Series,” is not a contract because it comes with a condition.

The rights of a “Holder in Due Course,” include the right to: __________________________.

Determining whether a contract has been performed, courts look to the intent of the parties using the objective theory of contracts.  

A debtor is not protected in bankruptcy for fraud. An example of fraud is transferring property to a relative where the debtor still runs and uses it.