Brief Fact Summary. Richard Nagel, (Appellant), appeals a final judgment denying foreclosure of a mortgage.
Synopsis of Rule of Law. In order for an instrument to be negotiable under the U.C.C. it must contain an unconditional promise to pay a sum certain.
A word or phrase in a contract is ambiguous only when it is of uncertain meaning, and may be fairly understood in more ways than one.View Full Point of Law
Whether the note is a negotiable instrument governed by U.C.C. 3-104(a)
Whether the note creates a demand obligation.
No. The note is not a negotiable instrument because it fails to provide a fixed principal amount.
Yes. The note creates a demand obligation because the wording is ambiguous and must be construed against the party who drafted the instrument, Appellees.
Concurrence. The note is not ambiguous but still creates a demand obligation. The U.C.C. provision codifies common sense, which should control the construction of contract.
Discussion. U.C.C. 3-104(a) does not apply because the note does not provide a fixed principal amount and therefore is not negotiable. Because the language of the note is ambiguous as to the ability of the holder to demand payment prior to 2018, the ambiguity must be interpreted against the party who selected the language. Construing the language against Appellees, the note did create a demand obligation.