Question
NE Missouri Insulation Company (NEMI) enters into a contract to supply and install insulation in the construction of Edward Haskell's new office building for his
NE Missouri Insulation Company (NEMI) enters into a contract to supply and install insulation in the construction of Edward Haskell's new office building for his accounting business. Edward has spent all his cash on other aspects of the construction project and NEMI agrees (instead of cash) to accept from Edward an instrument dated June 12, 2022 that reads as follows: "I promise to pay to the order of NE Missouri Insulation Company $10,000 payable on December 10, 2022. /s/ Edward Haskell." NEMI owes Midwest Insulation Supply Company $50,000 for insulation previously supplied. NEMI President Larry Mendello writes on the back of the instrument "NE Missouri Insulation Company /s/ Larry Mendello" and gives the instrument to June Cleaver in exchange for $10,000 cash. June writes on the back of the instrument "Pay to Theodore Cleaver /s/ June Cleaver without recourse" and gives the instrument to her son Theodore Cleaver as an early Christmas present. On December 10, 2022, Theodore takes the instrument to Edward and demands payment of the $10,000. Edward refuses to pay claiming that NEMI breached the contract by supplying insulation with the wrong R factor and that the insulation had been installed incorrectly. Provide a legal analysis of these facts to include: what type of instrument this is? Is it a negotiable instrument? Has each transfer been effective to make each transferee a holder and is each transferee a holder in due course? Does Theodore take the instrument subject to the breach of contract claim? What if Edward simply doesn't have the money to pay -- what recourse does Theodore have against the prior indorsers and transferees?
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