Marginal note:Definitions

• 37. (1) The following definitions apply in this Part.

  “adverse claim”

  « opposition »

  “adverse claim”, in respect of a debt obligation, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the debt obligation.

  “bearer”

  « porteur »

  “bearer” means the person who is in possession of a debt obligation that is payable to bearer or endorsed in blank.

  “broker”

  « courtier »

  “broker” means a person who is engaged in whole or in part in the business of buying and selling debt obligations and who, in the transaction concerned, acts for, buys a debt obligation from or sells a debt obligation to a customer.

  “delivery”

  « livraison » ou « remise »

  “delivery” means voluntary transfer of possession.

  “fiduciary”

  « représentant »

  “fiduciary” means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person.

  “good faith”

  « bonne foi »

  “good faith” means honesty in fact in the conduct of the transaction concerned.

  “good faith purchaser”

  « acquéreur de bonne foi »

  “good faith purchaser” means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a debt obligation.

  “holder”

  « détenteur »

  “holder” means a person who is in possession of a debt obligation that is issued or endorsed to the person, to bearer or in blank.

  “overissue”

  « émission excédentaire »

  “overissue” means the issue of debt obligations in excess of any maximum number of debt obligations that the issuer is authorized by a trust indenture to issue.

  “purchaser”

  « acquéreur »

  “purchaser” means a person who takes an interest or right in a debt obligation by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction.

  “transfer”

  « transfert »

  “transfer” includes transmission by operation of law.

  “trust indenture”

  « acte de fiducie »

  “trust indenture” means a trust indenture as defined in subsection 104(1).

  “valid”

  « valide »

  “valid” means issued in accordance with the applicable law and the by-laws of the issuer, or validated under section 54.

• Marginal note:Negotiable instruments

  (2) Except when a transfer is restricted and noted on a debt obligation in accordance with subsection 42(2), a debt obligation is a negotiable instrument.

• Marginal note:Registered form

  (3) A debt obligation is in registered form if

  • (a) it specifies a person who is entitled to the debt obligation or to the rights it evidences, and its transfer is capable of being recorded in a debt obligations register; or

  • (b) it bears a statement that it is in registered form.

• Marginal note:Order form

  (4) A debt obligation is in order form if, by its terms, it is payable to the order of a person specified with reasonable certainty in it or to a person to whom it is assigned.

• Marginal note:Bearer form

  (5) A debt obligation is in bearer form if it is payable to bearer according to its terms and not by reason of an endorsement.

• Marginal note:Guarantor or surety for issuer

  (6) A guarantor or, in Quebec, a surety for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the debt obligation.