Okla. Stat. tit. 12A § 3-105

Current through Laws 2024, c. 9.

Section 3-105 - Issue of Instrument

(a) "Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.

(b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.

(c) "Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.

Okla. Stat. tit. 12A, § 3-105

Laws 1961, p. 103, § 3-105; Amended by Laws 1991, SB 25, c. 117, § 30, eff. 1/1/1992.

Oklahoma Code Comment

This Section is a combination of several prerevision sections. In relation to subsection (b) (pre-revision sub section 3-306(c) ), and the defenses of conditional issuance and issuance for a special purpose, the parol evidence rule, operable through Section 3-117, may not preclude evidence of a condition precedent to the enforceability of the instrument, because the evidence goes to whether there is a contract, rather than to contradict the contract terms. Cf Federal Nat'l Bank & Trust Co. of Shawnee v. Shanon Drilling 762 P. 2d 928 (Okla. 1988). However, a provision in the instrument, particularly a note, such as, "No conditions to the effectiveness of this instrument not contained herein, and no special purpose or purposes behind its issuance, exist," could operate to protect against an assertion of an agreement beyond the instrument creating such a condition or involving a special purpose. Note, however, that the parol evidence rule may exclude a condition subsequent that is contradictory to the terms of the instrument. See Jones v. Sageeyah Devel., Ltd. 833 P.2d 1235 (Okla. 1992).