N.Y. Uniform Commercial Code 3-105 – When Promise or Order Unconditional
Section 3–105. When Promise or Order Unconditional.
Terms Used In N.Y. Uniform Commercial Code 3-105
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Instrument: means a negotiable instrument. See N.Y. Uniform Commercial Code 3-102
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- order: is a direction to pay and must be more than an
authorization or request. See N.Y. Uniform Commercial Code 3-102 - Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- promise: is a n undertaking to pay and must be more than an
acknowledgment of an obligation. See N.Y. Uniform Commercial Code 3-102
(1) A promise or order otherwise unconditional is not made conditional by the fact that the instrument
(a) is subject to implied or constructive conditions; or
(b) states its consideration, whether performed or promised, or
the transaction which gave rise to the instrument, or that
the promise or order is made or the instrument matures in
accordance with or "as per" such transaction; or
(c) refers to or states that it arises out of a separate
agreement or refers to a separate agreement for rights as to
prepayment or acceleration; or
(d) states that it is drawn under a letter of credit; or
(e) states that it is secured, whether by mortgage, reservation
of title or otherwise; or
(f) indicates a particular account to be debited or any other
fund or source from which reimbursement is expected; or
(g) is limited to payment out of a particular fund or the
proceeds of a particular source, if the instrument is issued
by a government or governmental agency or unit; or
(h) is limited to payment out of the entire assets of a
partnership, unincorporated association, trust or estate by
or on behalf of which the instrument is issued.
(2) A promise or order is not unconditional if the instrument
(a) states that it is subject to or governed by any other
agreement; or
(b) states that it is to be paid only out of a particular fund or
source except as provided in this section.