FFP Operating Partners, L.P. (FFP Operating) operates a number of convenience stores and gas stations. FFP Operating executed 31 promissory notes in favor of Franchise Mortgage Acceptance Company (FMAC). In connection with the notes, FFP Marketing Company, Inc. (FFP Marketing), executed guaranties of payment in favor of FMAC for all 31 notes. Loan and security agreements were also executed in connection with all 31 transactions. The promissory notes incorporated by reference the loan, security, and guaranty agreements, which included waivers, consents, and acknowledgments. Long Lane Master Trust IV (LLMT) became a successor in interest to FMAC with respect to the promissory notes, guaranties, and associated loan documents.
Topic Questions:
1. Why does LLMT want the notes to be found to be negotiable instruments?
2. Are the 31 promissory notes negotiable instruments that can be enforced against FFP Marketing?