Document Type



Negotiability of Corporate Bonds (with H. E. Russell), 41 Yale Law Journal 799 (1932)


There has smouldered for many years a question whether the
Negotiable Instruments Law should apply to long term commercial
paper-the bonds, debentures, equipment trust certificates
and other instruments invented by an ingenious financial community.
Not that any one doubts that such paper should be negotiable,
for there has been no criticism of the decisions so holding,
nor has there been much concern whether negotiability was
reached under the Act or by common law recognition of custom.
But when, as has happened several times in recent years, an instrument
of this class has run afoul the statute and been held
non-negotiable, a considerable flare-up has resulted.' Heated
statements have been made decrying the "stereotyping,"
"strait-jacketing" effect of the Act; it is said that the courts
must be given room within which newly devised instruments
may be recognized, and that bonds, being long term paper, are
functionally different from notes, bills and checks-in fact, are
traded in by different people. From this it has been somewhat
hastily concluded that the Act should have no application to such
paper. This, it is fair to say, has become the general opinion
among writers on the subject.

Date of Authorship for this Version



corporate bond, Negotiable Instruments Law