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Promissory note meaning

What does Promissory note mean?
In practice, a promissory note is a written, signed promise by one party (the maker) to pay a specified sum of money to another, either on demand or at a set or determinable future date. It is a negotiable instrument used to evidence and transfer debt obligations in lending, trade finance and settlement contexts. The concept is defined in statute: under the Bills of Exchange Act 1882 (in force across England and Wales, Scotland, Northern Ireland and Ireland), a promissory note must contain an unconditional promise in writing by the maker to pay a sum certain in money to a named payee, to that payee’s order, or to bearer, and be signed by the maker. Key features include: two parties only (maker and payee), primary liability of the maker at maturity or on demand, negotiability (transfer by endorsement and delivery if payable to order, or by delivery if to bearer), and the possibility of a holder in due course taking free of certain defences. Usage and legal treatment are broadly consistent across the UK and Ireland. Notes payable to bearer on demand raise separate banknote-issuing regulatory issues and are uncommon in modern commercial practice.
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View the related News about Promissory note

NEWS
Strike out and restraint of advertisement of winding-up petition refused: promissory note debt due; no implied good faith; cross-claim speculative; prior restraining application no bar (England and Wales)

Time GB Group Ltd v Yarwell Mill Country Park Ltd [2023] EWHC 1887 (Ch) What are the practical implications of this case? This judgment underscores the necessity for solid evidence to support any application seeking to restrain the advertisement of a petition, and showcases the court’s firm response to assertions that are not borne out by the material before it. It also provides a useful restatement of: the core principles that inform an application to restrain advertisement; the characteristics of a promissory note; and the circumstances in which a term of good faith will be implied into an agreement. The court drew upon leading authorities on when advertisement should be restrained, including Coilcolour v Camtrex [2015] EWHC 3202 (Ch) (Mr Justice Hildyard). It additionally referenced Lady Justice Arden’s decision in James Dolman & Co v Pedley [2004] BCC 504 (not reported by LexisNexis®UK), where at [10] she confirmed that the jurisdiction to restrain advertisement is exercised to prevent a threatened...

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View the related Practice Notes about Promissory note

PRACTICE NOTES
Promissory Estoppel in England and Wales: Elements, Unequivocal Representation, Equitable Waiver, Money Debts, Limits and Practical Litigation Guidance

For guidance on the fundamental features of the doctrine of estoppel and the various classifications applied to it, see Practice Note: Estoppel—what, when and how to plead and related content. —what is it? Where A, through words or conduct, gives B a definite and unambiguous promise or assurance about their legal relations, intending it to be relied upon, and B does rely and acts accordingly, A will not thereafter be allowed to revert to the earlier legal position as if no such promise or assurance had been made. It is also sometimes referred to as ‘equitable forbearance’ and is said to have developed from the doctrine of waiver, which occurs where one party (A) voluntarily agrees to a request by the other (B) not to perform in the manner fixed by the contract—see Practice Note: Estoppel—what, when and how to plead (section on waiver), which also considers the general role of estoppel as operating as a defence rather than a cause of action in and of itself. ...

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PRACTICE NOTES
Estoppel by Representation and Convention in England and Wales: Elements, Reliance and Detriment, Communication and Responsibility, Statutory Limits, Sword-or-Shield Debate, Pleading Requirements and Key Recent Cases

This Practice Note examines estoppel by representation and estoppel by convention (often regarded as a sub-species of estoppel by representation). For overarching guidance on what estoppel is and when it may be pleaded, see Practice Note: Estoppel—what, when and how to plead. For guidance on other forms of estoppel, see Practice Notes: Contractual estoppel Promissory estoppel Proprietary estoppel Estoppel by representation—what is it? Estoppel by representation arises where one party (A) makes, through words or behaviour, a unilateral assertion of fact or law to another (B), intending B to rely on it (or in circumstances where A’s conduct would lead a reasonable person to understand it was meant to be acted upon), and B does rely on it to their detriment. In that situation, A is prevented from later resiling from the original representation. A representation of fact may be made by positive conduct (eg, by words or actions) or, in certain situations where A has a duty to speak...

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PRACTICE NOTES
Rome I (Reg (EC) 593/2008): scope, exclusions, universal application and key general provisions for contractual choice of law, with interpretation tools and overriding mandatory rules

Use this Practice Note when identifying the applicable law for agreements made on or after 17 December 2009. It outlines when and for what reasons Regulation (EC) 593/2008, Rome I was brought in. The Note reviews the implementation of Regulation (EC) 593/2008, Rome I, the states that have signed up and are therefore bound by it, together with any reservations those states have entered. It explains why the regulation governs contractual disputes within the UK. Guidance is given on interpreting Regulation (EC) 593/2008, Rome I, followed by consideration of the universal application rule (art 2) and the breadth of the applicable law (art 12). It sets out the general principles alongside rules tailored to particular categories of contract. It also identifies matters excluded from Regulation (EC) 593/2008, Rome I, including arbitration and questions relating to the status and legal capacity of companies. Throughout, the instrument is referred to as Regulation (EC) 593/2008, Rome I, or simply Rome I. Purpose of Rome I The aim of Rome I is...

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PRECEDENTS
Precedent Promissory Note by Individual Maker(s) (Joint or Joint and Several), with Optional Instalments and Security — England and Wales Law

PROMISSORY NOTE Principal sum: £[ insert amount in numerals ] ([ insert amount in words ]) [ insert date ] [ I (the ‘Promisor’), OR We (the ‘Promisors’) jointly, OR We (the ‘Promisors’) jointly and severally ] undertake to pay [ insert name of payee ] of [ insert address of payee ] (the ‘Payee’) [ or to the Payee’s order OR to bearer ] [ on demand OR [ insert number of months ] months after date OR [ insert number of days ] days after sight ], at [ insert address at which this promissory note may be presented ]...

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PRECEDENTS
Company Promissory Note (template) — England and Wales law; optional security, instalments and interest

PROMISSORY NOTE Principal sum: £[ enter amount in figures ] ([ enter amount in words ]) [ enter date ] [ enter name of company ], a company registered in England and Wales with registration number [ enter company number ], whose registered office is at [ enter address ], together with [ enter name of company ], a company registered in England and Wales with registration number [ enter company number ], whose registered office is at [ enter address ], (the ‘Promisor [ s ]’), [ jointly and severally ] hereby undertakes [ s ] to pay [ enter name and address of payee ] (the ‘Payee’) [ or to the order of the Payee OR to bearer ] [ on demand OR [ enter number of months ] months after date OR [ enter number of days ] days after sight ], at [ enter address where the promissory note may be presented for sight or payment ]...

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