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The pertinent provision of the dissolution of partnership
agreement stated:
1. Henry hereby agrees to take in full
satisfaction of his partnership interest in Misle
Brothers Partnership the assets listed under his name
on Exhibit A, * * * and to assume the liabilities
listed on such schedule, which total $686,467. It is
understood that the $638,186 of liability listed as
inter-company loans are payable to Misle Chevrolet
Company in the amount of $592,659 and to Novo Imports,
Inc. in the amount of $45,527. Henry further agrees to
hold harmless Abram and Julius and to indemnify them in
the event they shall ever be required to pay any of the
liabilities he has agreed hereunder to assume.
This provision fails to satisfy the requirements for a negotiable
instrument since it did not create a debt payable to bearer or
order, and the amounts Henry assumed were not payable “on demand
or at a definite time”. The dissolution of partnership agreement
is exactly what it purported to be and nothing more. It was an
agreement to dissolve the Misle Brothers Partnership, wherein
Henry agreed to assume outstanding intercompany liabilities. It
was not an unconditional promise or order to pay a fixed sum of
money. See Ford Motor Credit Co. v. All Ways, Inc., 546 N.W.2d
807, 810 (Neb. 1996). Therefore, the dissolution of partnership
agreement does not meet the requirements of a “negotiable
instrument” under Neb. Rev. Stat. U.C.C. section 3-104.
Since the liability that Henry assumed for the Chevrolet
debt did not arise from a negotiable instrument under Nebraska
law, Henry was not an accommodation party with respect to the
Chevrolet debt. We hold that Henry was the primary obligor on
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