Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:3-105. Issue of instrument a. "Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person. b. An unissued instrument, or an unissued incomplete instrument that is …

12A:3-106. Unconditional promise or order a. Except as provided in this section, for the purposes of subsection a. of 12A:3-104, a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another wr…

12A:3-107. Instrument payable in foreign money Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at …

12A:3-108. Payable on demand or at definite time a. A promise or order is "payable on demand" if it states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or does not state any time of payment. b. A promise or order i…

12A:3-109. Payable to bearer or to order a. A promise or order is payable to bearer if it: (1) states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (2) does not state a p…

12A:3-110. Identification of person to whom instrument is payable a. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument i…

12A:3-111. Place of payment. Except as otherwise provided for items in chapter 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. …

12A:3-112. Interest a. Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument. b. Interest may be stated in an instrument as a fixed or variable amount of m…

12A:3-113. Date of instrument a. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in subsection c. of 12A:4-401, an instrument payable on demand is not payable…

12A:3-114. Contradictory terms of instrument If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. L.1995,c.28,s.1.

12A:3-115. Incomplete instrument a. "Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. b.…

12A:3-116. Joint and several liability; contribution a. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and se…

12A:3-117. Other agreements affecting instrument Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement …

12A:3-118. Statute of limitations a. Except as provided in subsection e. of this section, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is…

12A:3-119. Notice of right to defend action In an action for breach of an obligation for which a third person is answerable over pursuant to this chapter or chapter 4 of Title 12A of the New Jersey Statutes, the defendant may give the third person written notice of the litigation…

12A:3-201. Negotiation a. "Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder. b. Except for negotiation by a remitter, if an instrument is payable to an iden…

12A:3-202. Negotiation subject to rescission a. Negotiation is effective even if obtained from an infant, a corporation exceeding its powers, or a person without capacity, by fraud, duress, or mistake, or in breach of duty or as part of an illegal transaction. b. To the extent pe…

12A:3-203. Transfer of instrument; rights acquired by transfer a. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. b. Transfer of an instrument, whet…

12A:3-204. Indorsement a. "Indorsement" means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurri…

12A:3-205. Special indorsement; blank indorsement; anomalous indorsement a. If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it …

12A:3-206. Restrictive indorsement a. An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument. b. An indorsement stating a condi…

12A:3-207. Reacquisition Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel indorsements made after the reacquirer first became a holder of the instrument. If the can…

12A:3-301. Person entitled to enforce instrument "Person entitled to enforce" an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce t…

12A:3-302. Holder in due course a. Subject to subsection c. of this section and subsection d. of 12A:3-106, "holder in due course" means the holder of an instrument if: (1) the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or a…

12A:3-303. Value and consideration a. An instrument is issued or transferred for value if: (1) the instrument is issued or transferred for a promise of performance, to the extent the promise has been performed; (2) the transferee acquires a security interest or other lien in the …

12A:3-304. Overdue instrument a. An instrument payable on demand becomes overdue at the earliest of the following times: (1) on the day after the day demand for payment is duly made; (2) if the instrument is a check, 90 days after its date; or (3) if the instrument is not a check…

12A:3-305. Defenses and claims in recoupment a. Except as stated in subsection b. of this section, the right to enforce the obligation of a party to pay an instrument is subject to the following: (1) a defense of the obligor based on infancy of the obligor to the extent it is a d…

12A:3-306. Claims to an instrument A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the …

12A:3-307. Notice of breach of fiduciary duty a. As used in this section: (1) "Fiduciary" means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument. (2) "Represented person" means the principal, b…

12A:3-308 Proof of signatures and status as holder in due course. 12A:3-308. a. In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a s…

12A:3-309. Enforcement of lost, destroyed, or stolen instrument a. A person not in possession of an instrument is entitled to enforce the instrument if the person was in possession of the instrument and entitled to enforce it when loss of possession occurred, the loss of possessi…

12A:3-310. Effect of instrument on obligation for which taken a. Unless otherwise agreed, if a certified check, cashier's check, or teller's check is taken for an obligation, the obligation is discharged to the same extent that discharge would result if an amount of money equal t…

12A:3-311. Accord and satisfaction by use of instrument a. If a person against whom a claim is asserted proves that that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, the amount of the claim was unliquidated or subject to a bona fi…

12A:3-312. Lost, destroyed, or stolen cashier's check, teller's check or certified check 1. 12A:3-312. Lost, Destroyed, or Stolen Cashier's Check, Teller's Check or Certified Check. a. In this section: (1) "Check" means a cashier's check, teller's check, or certified check. (2) "…

12A:3-401. Signature a. A person is not liable on an instrument unless the person signed the instrument, or the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under 12A:3-402. b. A signature may…

12A:3-402. Signature by representative a. If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the repr…

12A:3-403. Unauthorized signature a. Unless otherwise provided in this chapter or chapter 4 of Title 12A of the New Jersey Statutes, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrum…

12A:3-404. Impostors; fictitious payees a. If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person a…

12A:3-405. Employer's responsibility for fraudulent indorsement by employee a. As used in this section: (1) "Employee" includes an independent contractor and employee of an independent contractor retained by the employer. (2) "Fraudulent indorsement" means, in the case of an inst…

12A:3-406. Negligence contributing to forged signature or alteration of instrument a. A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting t…

12A:3-407. Alteration a. "Alteration" means an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.…

12A:3-408. Drawee not liable on unaccepted draft A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it. L.1995,c.28,s.1.

12A:3-409. Acceptance of draft; certified check a. "Acceptance" means the drawee's signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee's signature alone. Acceptance may be made at any time and becomes effective when notifica…

12A:3-410. Acceptance varying draft a. If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance. b. The terms of a draft are not …

12A:3-411. Refusal to pay cashier's checks, teller's checks, and certified checks a. As used in this section, "obligated bank" means the acceptor of a certified check or the issuer of a cashier's check or teller's check bought from the issuer. b. If the obligated bank wrongfully …

12A:3-412. Obligation of issuer of note or cashier's check The issuer of a note or cashier's check or other draft drawn on the drawer is obliged to pay the instrument according to its terms at the time it was issued or, if not issued, at the time it first came into possession of …