This article focuses on two classes of commercial paper issues. Section I considers the Uniform Commercial Code rules relevant to determining whether a corporation or its agents are bound by contracts made upon a negotiable instrument. Application of these rules continues to be an important and recurrent source of legal disputes. Section II considers the rights of corporations or their agents to obtain holder status prerequisite to enforcing commercial paper contracts. Problems relating to the attainment of this status can result from corporate engagement in joint-enterprise with artificial or natural persons and from the linkage of corporations through common ownership or in parent-subsidiary relationships. Enforcement problems also may arise as a consequence of corporate name changes or mergers.
Harold R. Weinberg, Corporations and Corporate Agents: Liability on Commercial Paper Contracts and Attainment of Holder Status, 89 Com. L.J. 508 (1984).