negotiate

The power to negotiate a bill or note is the power to indorse and deliver it to another, so that the right of action thereon shall pass to the indorser or holder. Am. Rep. 208; or, in ease of such instrument payable to bearer, to deliver it. A note transferred by delivery is negotiated; Lowrie v. Zunkel, 49 Mo. App. 153. A national bank, under the power to negotiate evidences of debt, may exchange government bonds for registered bonds; Yerkes v. Bank, 09 N. Y. 383, 25 Am. Rep. 208.

To pass from one to another in the way of business.

To discuss or arrange a sale or bargain; to arrange the preliminaries of a business transaction. Also to sell or discount negotiable paper, or assign or transfer it by indorsement and delivery.

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).

To arrange; to sell, to discount liver.

1. To conduct business; and particularly to discuss terms of a bargain; to endeavor to effect a contract. 2. To transfer, under rules of the commercial law, an evidence of debt or instrument for payment of money, so that the holder's title is independent of any equities existing against the transferrer; to transfer by indorsement. Negotiated is used as the adjective or past participle in both the above senses of the word; a piece of business or a note may be said to have been negotiated. Negotiable and negotiability involve the second meaning only; they signify that an instrument is capable of being transferred so as to be free from any questions between original parties; the quality of being vendible by commercial indorsement. Negotiation is used in both the senses; it may mean either promoting a bargain or contract involving discussion and effort to bring about meeting of minds, or the act or contract of transferring mercantile paper by indorsement, as distinguished from assignment. To negotiate means to conclude by bargain, treaty, or agreement. Inhabitants of Palmer v. Ferry, 6 Gray, 420. To negotiate a bill of exchange can only mean to transfer it for value. It is a solecism to say that a bill has been negotiated by a payee who has never parted with its ownership and possession. Blakiston v. Dudley, 5 Duer, 373. "Negotiable" describes that which is capable of being transferred by assignment; a thing which may be transferred by a sale and indorsement, or delivery. This negotiable quality transfers the debt from the party to whom it was originally owing to the holder, when the instrument is properly indorsed, so as to enable the latter to sue in his own name either the maker of a promissory note, or the acceptor of a bill of exchange, and the other parties to such instruments, such as the drawer of a bill or the indorser of a bill or note, unless the holder has been guilty of laches in giving the required notice. It must, however, be payable to order or bearer, and, at all events, in money only, and not out of any particular fund. "Negotiable at the bank of Washington" is not a note payable at that bank; "negotiable" does not mean "payable." Seeding v. Thornton, 3 Cranch C. Ct. 698. Negotiation, as used by writers upon mercantile law, means the act by which a bill of exchange or promissory note is put into circulation, by being passed by one of the original parties to another person. Walker v. Ocean Bank, 19 Ind. 247.