Brief Fact Summary. Lauretta and James Findlay, (Appellants), appeal the denial of their counterclaim to enforce a promissory note given by DBA Enterprises, (Appellees) in partial payment for the sale of Appellants business.
Synopsis of Rule of Law. To be a negotiable instrument, a promissory note must be an unconditional promise to pay a sum certain.
In deciding whether a breach is material, the trier of fact should consider the extent to which an injured party will obtain substantial benefit from the contract, as well as the adequacy of compensation in damages.View Full Point of Law
Whether the language on the promissory note makes the note nonnegotiable.
Whether the language of the promissory note makes the note unenforceable.
Yes. The language on the note is conditional making the note nonnegotiable.
No. The language of the promissory note does not make the note unenforceable.
Discussion. The quoted statement in the note renders it conditional and therefore nonnegotiable. But it does not make it unenforceable. The contract referred to by the note is silent as to the terms of the promissory note. Although Appellants have demonstrated a right to recover under the note, the matter must be remanded to the trial court to determine the intent of the parties concerning the effect of the conditional language contained on the note.