Commercial Law · claim

Elements of Holder In Due Course

Quick Answer

What are the elements of Holder In Due Course?

A holder in due course (HIDC) is a person or entity that holds a negotiable instrument and is entitled to certain protections under the Uniform Commercial Code (UCC). To qualify as a HIDC, the holder must obtain the instrument for value, in good faith, and without notice of any claim or defense against it.

Required Elements

1. Value

The holder must have given value for the negotiable instrument.

What to prove: It must be proven that the holder exchanged something of value for the negotiable instrument, such as money, services, or other consideration.

2. Good Faith

The holder must have acquired the instrument in good faith.

What to prove: It must be established that the holder acted honestly and without intent to defraud at the time of obtaining the instrument.

3. Without Notice

The holder must take the instrument without notice of any defects or claims.

What to prove: The holder must demonstrate that they were not aware of any issues with the instrument at the time of acquisition, including any defenses or claims by third parties.

Burden of Proof

The burden of proof is on the holder to establish their status as a bona fide purchaser (HIDC); the standard is preponderance of the evidence.

Available Defenses
  • The underlying obligation is void.
  • The instrument is stolen.
Common Fact Patterns
  • A buyer purchases a check from a seller who later claims the check is fraudulent.
  • A bank acquires a promissory note from a borrower who subsequently refuses to pay.
Exam Tip

When preparing for exams, be sure to understand the distinction between a holder, a holder in due course, and the various rights and protections afforded to each.

Key Cases
  • Governer v. Mundy
  • Diamond v. Powell
  • Harris v. U.S.

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