U.C.C. § 3-301 — Person Entitled to Enforce Instrument

Editorial note. Enforcement authority under § 3-301 does not depend on ownership of the instrument. Ownership and enforcement rights are distinct: § 3-203(b) transfers title, whereas § 3-301 confers standing to enforce.

Editorial note. Section 3-301 is the standing rule that supports every action on a note. It is invoked in almost every mortgage-note foreclosure and check-collection dispute.

Editorial note. Extensively litigated in the foreclosure crisis of 2007–2015, especially with respect to notes transferred without indorsement to securitization trusts. The § 3-301(ii) 'non-holder in possession with rights of a holder' branch supplies enforcement authority where a chain of transfers can be proved under § 3-203.

Editorial note. See U.C.C. §§ 3-203 (transfer); 3-302 (holder in due course); 3-308 (proof of signatures and status); 3-309 (lost, destroyed, or stolen instrument); Restatement (Third) of Property: Mortgages § 5.4.

Editorial note. Every plaintiff seeking to enforce a note must establish § 3-301 status. Failure to do so is dispositive.