Promise

A declaration by which one person engages to another to do or forbear to do some act; an assurance (oral or written) given by one that some future event within his control shall be as described, for the benefit of another. Promisee: the person to whom a promise is made. Promisor: the person who makes a promise. Promissory: in the nature of a promise; yet to be performed; executory. Promise is to be distinguished, on the one hand, from a mere declaration of intention involving no engagement or assurance as to the future; and, on the other, from agreement, which is an obligation arising upon reciprocal promises, or upon a, promise founded on a consideration. See Aguee. When a promise is founded on some good or valuable consideration, it is called a binding, legal, or valid promise, and gives the promisee a right to demand and judicially compel its fulfilment, or enforce compensation for the breach. A promise destitute of consideration is not, in general, of legal obligation, and is called a mere or naked promise, or nude pact. The word promise, standing alone, properly embraces both classes.

Promissory note

The name of a written instrument common among bankers and merchants, and in ordinary transactions involving money, whereby the subscriber promises to pay a definite sum of money at a specified time. Such notes generally express a promise to pay the sum named to a designated person "or order," meaning or to any one whom he may, by indorsement, apa fictitious or nominal person or bearer. Thus bank of England notes were drawn payable to Abraham Newland or bearer; and a note may be framed as a promise to pay to 1878 or bearer, or to pay to goods bought or bearer. In these cases, the instrument inures in favor of any rightful owner. The kinds above described are what are distinguished as negotiable promissory notes. And the expression is sometimes met in the decision, that such and such an instrument is or is not a promissory note, — meaning it is or is not negotiable. But " promissory note " is not, in a proper sense, limited to negotiable instruments. A promise to pay a specific sum to a living person, designated strictly, or without adding " or order " or " or bearer," is a promissory note, according to the general use of the term, though it is not a negotiable note, i.e. it is subject, in the hands of any transferee, to any equities available against the payee named. With respect to instruments which may be drawn so as to allow of discharge in values other than money, the line is difficult to be drawn, and the decisions are not perfectly consistent; but we take the test to be, that the paper is properly called a promissory note (not necessarily a negotiable one), if the primary legal obligation it imports is unconditional payment of a specific sum of money; if otherwise, it is not. Thus, " I promise to pay one hundred dollars, payable in calfskins," would be deemed a note; while " I promise to deliver calfskins to the value of one hundred dollars " would be regarded as a simple contract for delivery of the goods specified. But the importance of the distinction between notes and simple contracts, where negotiability is not concerned, is much diminished at the present day by the extension of the right of an assignee of a contract to sue in his own name, assimilation of modes of declaring or complaining on notes and contracts, and relaxation of rules as to variance-, applicable to cases when an instrument alleged as a note or contract might, on production, appear to the court to have been wrongly named. In any question whether the real question is negotiability, right of holder to sue in his own name, or variance between description in pleading and instrument as produced. Non-negotiable, as well as negotiable, notes are recognized. The term does not of necessity import negotiability. A suit by holder of a writing might be defeated in one state, on the gi'ound that the paper was not a promissory note, and must be sued in the name of the original promisee; while it would be sustained in another, where the liberty of an assignee to sue was broader. A defendant indicted for forgery or larceny of a promissory note might be acquitted on the ground that the writing produced in evidence was not a promissory note, and was erroneously so alleged in the indictment; when a civil suit, on a similar paper, might be sustained, although the complaint or declaration described the contract as a promissory note, on the ground that more liberal rules of pleading, in civil actions, justified disregarding the variance. Much attention to these different aspects of the question is necessary in reconciling the decisions. To bring an instrument within the designation promissory note, the promise must be unconditional; and, as to amount and time of payment, it must be certain. But this certainty is attained if the sum due and day when it is payable can be unquestionably ascertained from the terms of the paper, taken in connection with their recognized legal effect, though they are not expressed. Thus, " I promise to pay one hundred dollars in sixty days from date, with interest," would be sufficiently certain, because the day of payment can be computed by reckoning sixty days following the day of date (and adding three days for grace); and the sum is ascertainable by adding interest cast at the rate allowed by the law of the state, which is the legal effect of a promise to pay interest, naming no rate. The term promissory note signifies written engagement by one person to pay, absolutely and unconditionally, to another person therein named, or to his order, or to the bearer, a certain sum of money at a A promissory note must be for the payment of money only.

Wallace v. Dyson, 1 Spears, 127.

To constitute a promissory note, it must be payable in money absolutely and unconditionally.

Bunker v. Athearn, 35 Me. 364.

The term promissory note includes a writing otherwise a note, notwithstanding it does not give the name of a payee.

Harding v. State, 54 Ind. 369.

If a person draws a bill directly on himself, it is his promissory note, and he may be sued on it as such.

Wardens, &c. of St. James Church v. Moore, 1 Ind. 289; Marlon & Mississinewa R. R. Co. v. Dillon, 7 Ind. 404.

Instruments of doubtful character, but frequent occurrence, have been held to be embraced in the designation promissory notes, in the following cases: United States treasury notes.

United States V. Hardyman, 13 Pet. 176.

Certificates of deposit, drawn for a sum certain, payable at a future date, with interest, to the order of the person named, upon the return of the certificate.

Miller V. Austen, 13 How. 218; 5 Mc Lean, 153; Poorman v. Mills, 35 Cat. 118; Carey v. Mc- Do'ugald, 7 Ga. 84; Laughlin o. Marshall, 19