PROMISSORY NOTE.. A written promise to pay a certain sum of money, at a future time, unconditionally. Brenzer v. Wight man, 7 W. & S. (Pa.) 264; Kimball v. Hunt ington, 10 Wend. (N. Y.) 675, 25 Am. Dec. 590; Franklin v. March, 6 N. H. 364, 25 Am. Dec. 462 ; Brooks v. Owen, 112 Mo. 251, 199 S. W. 723, 20 S. W. 492.
An unconditional written promise, signed by the maker, to pay absolutely and at all events, a sum certain in money, either to the bearer or to, a person therein designated his order. Benj. Chaim. Bills § 271.
By the Negotiable Instruments Act it is an unconditional promise in writing made by one person to another, signed by the mak er, engaging to pay on demand or at a fixed. or determinable future time, a sum certain in money to order to bearer.
A promissory note differs from a mere ac knowledgment of a debt without any prom ise to pay, as when the debtor gives his cred itor an I 0 U. See 15 M. & W. 23. But see Cummings v. Freeman, 2 Humphr. (Tenn.) 143 ; Fleming v. Burge, 6 Ala. 373. In its, form it usually contains a promise to pay„ at a time therein expressed, a sum of money to a certain person therein named or to his order, for value received. It is dated and signed by the maker. It is never under seal; Merritt v. Cole, 9 Hun (N. Y.) 98; even when made by a corporation ; Steele v. Mfg. Co., 15 Wend. (N. Y.) 265. But in L. R. 3 Ch. Ap. 758, it was held that a "debenture" under a corporate seal was provable against the company by the indorsee, free from equi ties between the payee and the corporation, and, semble, that it was a promissory note. In Mackay v. Church, 15 R. I. 121, 23 Atl. 108, 2 Am. St. Rep. 881, it was held that a paper seal of a corporation on an instrument in the form of a promissory note should be regarded as "mere excess." No particular form of words is necessary ; but there must be an intention to make a note ; see 15 M. & W. 29 ; Benj. Chaim. Bills 274 ; and it should amount in legal effect to an absolute prom ise to pay money ; Strickland v. Holbrooke, 75 Cal. 268, 17 Pac. 204.
By the Negotiable Instruments Act, the negotiability of an instrument is not affected by the fact that it is not dated or bears a seal or it does not specify the value given.
He who makes this promise is called the maker, and he to whom it is made is the payee ; 3 Kent 46. A writing in the form of a note payable to the maker's order, becomes a note by indorsement ; Miller v. Weeks, 22
Pa. 89. A note payable to the maker's order, and indorsed by him in blank, is, in legal effect, a note payable to bearer and is trans ferable by delivery ; Jones v. Shapera, 57 Fed. 457, 6 C. C. A. 423.
Although a promissory note in its original shape bears no resemblance to a bill of ex change, yet when indorsed it is exactly simi lar to one ; for then it is an order by the indorser of the note upon the maker to pay the indorsee. The indorser is as it were the drawer ; the maker, the acceptor ; and the indorsee, the payee ; 4 Burr. 669 ; 4 Term 148 ; 3 Burr. 1224.
Most of the rules applicable to bills of ex change equally affect promissory notes.
There are two principal qualities, essential to the validity of a note: that it be pay able at all events, and not dependent on any contingency ; Cushman v. Haynes, 20 Pick. (Mass.) 132; nor payable out of any par ticular fund ; Stamps v. Graves, 11 N. C. 102; U. S. v. Bank, 5 How. (U. S.) 382. By the Negotiable Instruments Act the promise or order to pay must be unconditional and such promise is unconditional, though there is an indication of a particular fund out of which, reimbursement is to be made, or a statement of the transaction which gives rise to the instrument. But au order or promise to pay out of a particular fund is not un conditional. Second, it is required that It be for the payment of money only ; M'Cor mick v. Trotter, 10 S. & R. (Pa.) 94; Klaub er v. Biggerstaff, 47 Wis. 551, 3 N. W. 357, 32 Am. Rep. 773; Black v. Ward, 27 Mich. 191, 15 Am. Rep. 162 ; Collins v. Lincoln, 11 Vt. 268 (though statutes in some states have made notes payable in merchandise negotia ble) ; that is, in whatever is legal tender at the place of payment ; 2 Ames, Bills 828 ; and not in bank-notes ; though it has been held differently ; Judah v. Harris, 19 Johns. (N. Y.) 144. The rule on this subject is said to be more strict in England than here, but to have been relaxed there in 2 Q. B. Div. 194. It is said that the tendency here is to use the term money in a very wide sense; Benj. Chaim. Bills, 2d Am. ed. 10. By the Negotiable Instruments Act, the instrument must be payable in money and it is imma terial that a particular kind of current mon ey is designated.