Negotiate

5 1.

To condct business: to discuss the terms of a bargain; to endeavor to ef Eect an agreement; to conclude a contract.

8 3.

To transfer by indorsement or delivery. A bill of exchange is "negotiated" when it has passed into the hands of the payee, ' Bennett v. Louisville, &o.

R. Co., 102 U. S. 580 (1880), cases, Harlan, J. See also Nickerson v. Tirrell, 127 Mass. 239 (1879), cases; Converse v. Walker, 30 Hun, 601 (1883); Parker v. Portland Publishing Co., 69 Me. 173, 176 (1879), cases; Mc Kee v. Bidwell, 74 Pa. 218, 283 (1873); American Steamship Co. v. Landreth, 108 id. 264 (1885); 111 id. 423; Marshall v. Heard, 59 Tex. 266 (1883), cases. = Crogan v. Schiele, 53 Conn. 205-7 (1885), cases. ' Sioux City, &c. R. Co. v. Stout, 17 Wall. 661 (1873), Hunt, J. < Baker v. Fehr, 97 Pa. 70 (1881), cases; Abbott v. Chicago, &c. R. Co., 30 Minn. 483 (1883); Mares v. Northern Pacific R. Co., 3 Dak. T. 343 44 (1884), cases.

That the Government is not liable for the negligence of its employees, see Robertson v. Sichel, 127 U. S. 515 (1888), cases. " L. negotiare, to do business: negotium. See Inhabitants of Palmer v. Ferry, 6 Gray, 423 or indorsee, or other holder for Talue, who thereby acquires a title to it.i Negotiable. Capable of being ti-ansferred by assignment; also, a thing which may be transferred by a sale and indorsement or delivery:- as, a negotiable or a non-negotiable instrument, negotiables and non-negotiables. A note, to be negotiable, must not be encumbered by a collateral agreement to be determined by a jury.' The tendency is to enlarge the rule as to the negotiability of paper. Stipulations which do not render uncertain thg amount to be paid, or the time of payment, but which tend to increase the value of the instrument, do not impair its negotiability.* At common law, no contract was assignable with a right in the assignee to sue in his own name. To this rule bills of exchange and promissory notes, payable to order or bearer, were made exceptions by the lawmerchant. They may be transferred by indorsement and delivery, and such a transfer is called " negotiation." It is a mercantile business transaction, and the capability of being thus transferred, so as to give the indorsee a right to sue on the contract in his own name, is what constitutes negotiation. The term expresses, at least primarily, this mode and effect of transfer." As to bills and notes, other consequences follow; B. g., liability of an indorser after notice of nonpayment; non-availability, as to a bona fide indorser for value, before maturity, in the regular course of business, of an equity good as against the original payee, or the fact that the paper was lost or stolen. But " negotiability " may exist without these consequences. Thus, a past-due note or bill payable to order or bearer is negotiable, but defects then existing,— all prior equities, and the defense that the paper was lost or stolen,— attach to it." Vouchers for money due, certificates of indebtedness for services rendered or for property furnished for the use of a city, orders or drafts drawn by one city officer upon another, or any other device of the kind, used for liquidating the amotmts due public creditors, are not negotiable. To make such instruments negotiable, in the broad sense, rendering them in the hands of bona fide holders absolute obligations to pay, would be an abuse of their character, convert municipal corporations into trading companies, and put it in the power of corrupt officials to bankrupt a community." Nor does the term apply to securities to pay for extensive public works, the expense of which is beyond the immediate resources of reasonable taxation, and capable of being spread over a long period.' > Barmg v. Lyman, 1 Story, 416 (1841), Story, J. Walker v. Ocean Bank, 19 Ind. 260 (1862), Hanna, J. s Woods V. North, 84 Pa. 409 (1877); Garretson v. Purdy, 3 Dak. 182-83 (1882), cases.

Schlesmger v. Ariine, 31 F. E. 649-58 (1887), cases. 'Shaw V. North Pennsylvania R. Co., 101 U. S. 6 2- 64 (1879), cases. Strong, J. See also Paine v. Ontral Vt. R. Co., 118 id. 160 (1886), cases.

County wai Tants are not negotiable, in the sense of the law-merchant, so that when held by a bona fide purchaser, evidence of their invalidity, or defenses available against the original payee, would be excluded. The transferee takes them subject to ail defenses which existed as against the instrument in the hands of such payee.' Bills of exchange and promissory notes are distinctively negotiable insisoiments. They are the representatives of money, and circulate as money. They are held sacred in the hands of a bona fide holder, for value, without notice. Without this they could not perform their peculiar functions. On account of their negotiable quality and convenience in mercantile affairs, they are favored by the courts. Possession is prima facie evidence of title. Nothing short of fraud, not even gross neg Ugence, will invalidate title from mere possession." It, in a suit brought by the indorsee or transferee of a negotiable instrument, the maker or acceptor, or a party who is primarily bound by the original consideration, proves that there was fraud or illegality in the inception of the instrument, the burden of proof is thrown on the plaintiff to show that he is a holder for value.' As between the payee of a promissory note, payable to order, and not indorsed, and a stranger having possession, the payee is prima facie the legal owner; so that mere possession cannot avail the holder in an action by the payee.* If any previous holder was a bona fide owner for value, the plaintiff, by showing that he paid value, can avail himself of the position of such holder. In cases to the contrary, there was no bona tde previous holder; yet in such case the plaintiff has recovered advances made before he learned that prior parties were not bona fide holders.'

See further Assign, 2; Bank, 2 (2); Bearer; Certainty; Circulation; Collection; Coiipon, Bond; 1 Wall V. County of Monroe, 103 U. S. 77-78 (1880), Field, J.; County of Ouachita v. Wolcott, ib. 559 (1880), MUler, J. 2 Shaw 17. North Penn. E. Co., 101 U. S. 564 (1879), cases; Perley v. Perley, 144 Mass. 107 (1887), cases.

See alao, as to the effect of negligence.

Credit Co. v. Howe Machine Co., 54 Conn. 38.3-84 (1886), cases; 23 Cent. Law J. 149-54 (1886), cases.

Why negotiablepaper is favored.

Merchants' Bank v. Mc Clelland, 9 Col. 611 (1886), cases. 8 Pana v. Bowler, 107 U. S. 542 (1882), cases. Woods, J. See also Goodman v. Simonds, 20 How. 364-65 (1857), cases; Smith v. Sac County, 11 WaU. 154 (1870), cases; Hotchkiss V. National Banks, 21 id. 359 (1874), cases; Collins V. GUbert, 94 U. S. 754 (1876), cases; 2 Mc Crary, 568; 11 Biss. 66; 4 Hughes, 5*4; 18 Ct. CI. 399; 133 Mass. 151; 38 Mich. 299; 52 Miss. 919; 15 Mo. 342; 73 X. Y. 73; 29 Wis. 191. * Durein v. Moeser, 36 Kan. 443 (1887), cases. 'Butterfleld v. Town of Ontario, 32 F. R. 892 (1887), cases.

As to diligence required in collecting from indorsers, guarantors, and sureties, see 21 Cent. Law J, DisoocNT, 2; Dishonor; Drxinkenness; Exohanoe, 3, Bill of; Face, 1; Faith; Forgery; Holder; Indorsement; Lading, BUI of; Lost, 2; Matore, 2; Merchant, Law; Note, 2; Order, 1; Paper, 4; Parol, Evidence; Place, 1, Of pay Dient; Present, 2 (1); Protest, 2; Renew; Retire, 2; Security; Sight; Suspicion; Turpitude; Value, Received.

Warrant, 2 (3).