Commercial Paper Attack Outline

I. Introduction: Governing Law

• Maryland adopts UCC Articles 3 (negotiable instruments) & 4 (checks).

II. Negotiable Instruments (NI): Basics & Requirements

A. Bright Line Rule

• When a NI is duly negotiated to a Holder in Due Course (HDC), the HDC takes it free of all claims, free of personal defenses, and subject only to real defenses.

B. How to Qualify as a Negotiable Instrument (MNEMONIC: WOSSUPP)

1. Writing
2. Order or bearer (Payable to)

• Payable to Order: Must use "order" or "assigns" (e.g., "Pay to the order of Andy Garcia"). "Pay to Andy Garcia" is not negotiable unless it is a check.

• Payable to Bearer: Payable to anyone who possesses it (e.g., "Pay to bearer," "Pay to cash").

3. Signed by maker or drawer: Any a