Page:Harvard Law Review Volume 32.djvu/786

750 7SO HARVARD LAW REVIEW by checks, more specie or paper money would be needed in circula- tion, and economically as well as practically, there is often not enough money to go round. The manufacturer who cannot obtain cash from his customers insists upon a note or accepted bill instead, which he can immediately discount at his bank and turn into money for his pay roll. The bank in turn rediscoimts the bill or note with the Federal Reserve Bank, which makes it part of its reserve for the issue of more money in the form of bank notes. Like money a negotiable instrument is intended to have a definite value and to be taken almost at sight, free from the need for investigation into outside facts and unafifected by the claims of former owners, even if it was stolen or lost. When genuine, it ought to serve as the equivalent of money, except for the distant maturity and the risk of insolvency of private persons and their legal incapacity. Anything so closely related to money and circulating almost as rapidly must be plainly distinguishable from the ordinary non- transferable written contract, just as a five-dollar gold piece is dis- tinguishable from uncoined gold. Therefore, business custom has estabUshed several "formal requisites" for a negotiable instrument, which adapt it for quick circulation and give it an unmistakable label. Although the law usually cares little about the form of a contract and looks to the actual understanding of the parties who made it, the form of a negotiable instrument is essential for the security of mercantile transactions. The courts ought to enforce these requisites of commercial paper at the risk of hardship in particular cases. A business man must be able to tell at a glance whether he is taking commercial paper or not. There must be no twiHght zone between negotiable instruments and simple contracts. If doubtful instruments are sometimes held to be negotiable, pro- spective purchasers of queer paper will be encouraged to take a chance with the hope that an indulgent judge will call it negotiable. On the same principle, if trains habitually left late, more people would miss trains than under a system of rigid punctuality. A few careless persons must be sacrificed so that the world at large will know just what the rule is and regulate its affairs ac- cordingly. Consequently, as Chief Justice Emery puts it,^ "Commercial paper has long been governed by special rules which, while designed to ensure justice, are also designed to ensure the free and
 * Neal II. Cobum, 92 Me. 139, 145, 42 Atl. 348 (1898).