John's Construction Company (John) maintained a checking account at the Longview Bank & Trust Company (Longview Bank). John drafted a check from this account made payable to two payees, Engineered Metal Works (Metal Works) and E. G. Smith Construction (Smith Construction). The check was sent to Metal Works, which promptly indorsed the check and presented it to the First National Bank (FNB) for payment. The FNB accepted the check with only Metal Works's indorsement and credited Metal Works's account. The FNB subsequently presented the check to Longview Bank through the Federal Reserve System. Longview Bank accepted and paid the check. When John received the check along with its monthly checking statements from Longview Bank, a company employee noticed the missing indorsement and notified Longview Bank. Longview Bank returned the check to FNB, and FNB's account was debited the amount of the check at the Federal Reserve.
Has the FNB breached its warranty of good title? Explain.
FFP, L.P. (FFP) operates a number of convenience stores and gas stations. FFP executed 31 promissory notes in favor of Franny Mac. In connection with the notes, ABC Marketing Company, Inc. (ABC), executed guaranties of payment in favor of Franny Mac 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. LL Master Trust IV (LLMT) became a successor in interest to Franny Mac with respect to the promissory notes, guaranties, and associated loan documents.
FFP failed to make payments on the notes to LLMT. LLMT gave notice to FFP of the default, accelerated the obligations under the promissory notes, and demanded payment. The notes went unpaid. The outstanding principal of the notes was $13,212,199, with unpaid interest of $1,488,899. LLMT filed suit against FFP and ABC. LLMT filed a motion for summary judgment on its claim of default under the 31 promissory notes and guaranties for the amount due. FFP declared bankruptcy and was dismissed from this case. The trial court entered summary judgment in favor of LLMT against ABC. ABC appealed.
Are the 31 promissory notes negotiable instruments that can be enforced against ABC? Explain.