"The question in every case is, does the instrument carry the general personal credit of the drawer or maker, or only the credit of a particular fund." This is the test.

ORDER OR PROMISE IN THE ALTERNATIVE, for the payment of money or the performance of another act, at the drawer's or maker's option, is not negotiable.

CONDITIONAL INSTRUMENTS. —A written instrument for the payment of a specified sum of money at a time specified, is rendered nonnegotiable by an alternative contract therein that the payee may sell the collateral securities mentioned therein, and, if these decline in value, may sell them before the money for which the instrument was given would otherwise become due, in which case the proceeds of the sale, less the expenses thereof, shall be applied in payment or part payment of the debt, and if a deficiency remains the amount thereof shall become due forthwith.

A note payable in instalments is rendered non-negotiable by a subjoined agreement that in case of default in any payment, or an attempt to dispose of or remove the chattel for the price of which thə note is given, the holder may declare the whole amount due, and may collect the same with ten per cent. damages for expenses of collection, or may take possession of and sell the property to pay the unpaid balance, interest, damages and costs of sale, and that, if there is a deficiency on such sale, the signer will pay it on demand. Such agreement renders both the amount and time of payment uncertain.

A STATEMENT OF THE TRANSACTION. -An instrument in the form of a promissory note for the payment of "25.00 as per deed, 10 per cent. till paid", is a note for twenty-five dollars. An agreement subjoined to a note, stating that it is given for a piano, the title to which is to remain in the payee until payment, does not render the note non-negotiable. A note promising to pay $40 for premium on insurance contract is negotiable. A bill for $55, for work done on logs, accepted to pay when due, is negotiable.

An addition to a note of the words "For two mills, remit as soon as sold" does not render the time of payment uncertain. The note is negotiable.

A MODE OF REIMBURSEMENT OR PAYMENT, as, a reference to "profits", or an expected salary, or to "take the same out of our share of the grain", does not affect the negotiability.

Determinable future time.--An instrument is payable at a determinable future time, within the meaning of this chapter, which is expressed to be payable:

1. At a fixed period after date or sight; or

2. On or before a fixed or determinable future time specified therein; or

3. On or at a fixed period after the occurrence of a specified event, which is certain to happen, though the time of happening be uncertain.

4. At a fixed period after date or sight, though payable

before then on a contingency. An instrument payable upon a contingency is not negotiable, and the happening of the event does not cure the defect, except as herein provided.

NOTE-AT NO SPECIFIED TIME.-Such an instrument is payable

at once.

UPON A CONTINGENCY.-An instrument sued upon as a promissory note, when produced in evidence, had endorsed thereon a condition that the payee or bearer was "not to expect payment" until certain property of the maker was "sold for a fair price." Held, that if so endorsed at the time of its delivery (which may be proved by parol), it was a mere conditional agreement. When a note is given to an insurance company for the premium upon a policy of insurance, its negotiable character is not affected by a further agreement therein, that if it shall not be paid at maturity, the whole amount of premium on such policy shall be considered as earned, and the policy shall be void while the note remains overdue and unpaid.

CONTRACT TO EXTEND TIME. -The words "this note to be extended if desired by makers," indorsed on a note, are too indefinite to have any legal significance. A note containing a provision that it is to be renewed at maturity renders the time of payment uncertain.

SUBD. 4.-This subdivision is added to the act as originally proposed, in order to harmonize with subd. 2 of this section, and to remove the doubt whether a note payable, for example, "one year from date, or before, if realized from the sale of" a machine would be within subd. 2.

Negotiable character not affected. An instrument which contains an order or promise to do any act in addition to the payment of money is not negotiable. But the negotiable character of an instrument otherwise negotiable is not affected by a provision which:

1. Authorizes the sale of collateral securities in case the instrument be not paid at maturity: or

2. Authorizes a confession of judgment if the instrument be not paid at maturity; or

3. Waives the benefit of any law intended for the advantage or protection of the obligor; or

4. Gives the holder an election to require something to be done in lieu of payment of money. But nothing in this section shall validate any provision or stipulation otherwise illegal or authorize the waiver of exemptions from execution.

NOTE. -Where the interest on a note given to a railroad company, and secured by mortgage, was payable annually, and both principal and interest payable at Racine in this state, the note (which was payable to bearer), and the mortgage were transferred with a bond of the company attached, by which it was guaranteed to the holder payment of the interest semi-annually at New York city, and the payment of the principal at the same place. The bond also provided that the note and mortgage

might be "transferred in connection therewith, but not otherwise to any party or purchaser whomsoever." Held, that this guaranty did not affect the negotiable character of the note and mortgage. The statement that the note is "secured by mortgage" does not affect its negotiability.

NOTES FOR CHATTELS WHEN VENDOR RETAINS TITLE UNTIL NOTE PAID.-Such instruments are negotiable.

When validity and negotiability not affected.-The validity and negotiable character of an instrument are not affected by the fact that:

1. It is not dated; or

2. Does not specify the value given, or that any value has been given therefor; or

3. Does not specify the place where it is drawn or the place where it is payable; or

4. Bears a seal; or

5. Designates a particular kind of current money in which payment is to be made. But nothing in this section shall alter or repeal any statute requiring in certain cases the the nature of the consideration to be stated in the instrument.

Payable on demand, when.-An instrument is payable on demand:

1. Where it is expressed to be payable on demand, or at sight, or on presentation; or

2. In which no time for payment is expressed.

3. Where an instrument is issued, accepted, or indorsed, when overdue, it is, as regards the person so issuing, accepting, or indorsing it, payable on demand.

NOTE-NO TIME FOR PAYMENT.-Such a note is payable at once. ON DEMAND. -The instrument is due at once, and suit may be immediately brought without demand.

Payable to order, when.-The instrument is payable to order where it is drawn payable to the order of a specified person, or to him or his order. It may be drawn payable to the order of:

1. A payee who is not maker, drawer, or drawee; or 2. The drawer or maker; or

3. The drawee; or

4. Two or more payees jointly; or

5. One or some of several payees; or

6. The holder of an office for the time being.

Where the

instrument is payable to order, the payee must be named or otherwise indicated therein with reasonable certainty.

NOTE-ONE OR SOME OF SEVERAL. -But a note payable to A or B is not negotiable, unless there is a community of interest in the payees. A note by A to A and B, or a joint note by A and B to B is invalid. But a note by a partner to his firm, or vice versa, is valid after negotiation. THE DRAWER or Maker.-A bill is valid, although drawer, drawee and payee are the same, and it may be put in circulation in the usual way. A bill drawn to the order of the drawer may be treated as a note. Payable to bearer, when.-The instrument is payable to bearer:

1. When it is expressed to be so payable; or

2. When it is payable to a person named therein or bearer; or

3. When it is payable to the order of a fictitious or nonexisting person, and such fact was known to the person making it so payable; or

4. When the name of the payee does not purport to be the name of any person; or

5. When the only or last indorsement is an indorsement in blank.

NOTE.--FICTITIOUS OR NON-EXISTING PERSON. --When the name is inserted by way of pretense merely, without any intention that the payment shall be made in conformity therewith, the payee is fictitious, whether the name be that of an existing or non-existing person, and the bill is payable to bearer. The same rule applies to a person supposed to exist, but not actually a real person. If a bill is made payable to a real person it must be indorsed by him, even though he was not intended to have any interest in the paper, and the drawer knew the fact. The maker is estopped to plead ignorance of the fictitious character of the payee, as against a bona fide holder.

Memoranda on instrument.-The instrument need not follow the language of this chapter, but any terms are sufficient which clearly indicate an intention to conform to the requirements hereof. Memoranda upon the face or back of the instrument, whether signed or not, material to the contract, if made at the time of delivery, are part of the instrument, and parol evidence is admissable to show the circumstances under which they were made.

NOTE-MEMORANDA. ---There was indorsed upon a note a memorandum, unsigned, that the payee or bearer was not to expect payment until certain property was sold at a fair price. Held, that if so endorsed when delivered, of which parol evidence might be given, it was part of the note, and made it a mere conditional agreement. If intended merely for identification, or mere memoranda, or to correct mere mistakes, they are immaterial.

Date prima facie evidence.-Where the instrument or an acceptance of any endorsement thereon is dated, such date

is deemed prima facie to be the true date of the making, drawing, acceptance, or indorsement as the case may be.

Ante or post dating.-The instrument is not invalid for the reason that it is ante-dated or post-dated, provided that this is not done for an illegal or fraudulent purpose. The person to whom an instrument so dated is delivered acquires the title thereto as of the date of delivery.

Undated instruments.-Where an instrument expressed to be payable at a fixed period after date is issued undated, or where the acceptance of an instrument, payable at a fixed period after sight is undated, any holder may insert therein the true date of issue or acceptance, and the instrument shall be payable accordingly. The insertion of a wrong date does not avoid the instrument in the hands of a subsequent holder in due course; but as to him, the date so inserted is to be regarded as the true date.

Uncompleted instruments.-Where the instrument is wanting in any material particular, the person in possession thereof has a prima facie authority to complete it prior to negotiation by filling up the blanks therein. And a signature on a blank paper delivered by the person making the signature in order that the paper may be converted into a negotiable instrument operates as an authority to fill it up as such for any amount. In order, however, that any such instrument when complete may be enforced against any person who became a party thereto prior to completion it must be filled up strictly in accordance with the authority given and within a reasonable time. But if any such instrument, after completion, is negotiated to a holder in due course, it is valid and effectual for all purposes in his hands, and he may enforce it as if it had been filled up strictly in accordance with the authority given and within a reasonable time.

NOTE---Where a note and mortgage, otherwise fully executed, but with a blank in each for the name of the payee and mortgagee, were delivered to an agent who was to procure (from whomsoever he could) a loan of money thereon, for the maker, this shows an intention that the agent should fill the blanks, and when so filled the instruments were valid without a new execution and delivery.

If a note signed in blank by one person as maker for the accommodation of another to whom it is delivered, is afterwards signed by a third person as joint maker, it will probably be void in the hands of one who takes with knowledge that at the time of executing it, the first signer expressly stipulated against such further signature. But where the note, when signed by the first maker, contained, among other blanks, one for