Titluri de valoare. Efecte de comerţ. Bilet la ordin
Securities. Commercial instruments. Promissory note

Summary/Abstract: The paper offers a doctrinal and case law based analysis of negotiable instruments, with a particular focus on bills of exchange and promissory notes in contemporary Romanian law. It begins by conceptually distinguishing between securities, credit instruments, financial instruments and securities traded on capital markets, and examines how traditional commercial law institutions have been transposed into the new Civil Code and adapted to digitalization (dematerialisation, truncation). The study details the structure and functions of the bill of exchange and the promissory note, their abstract, autonomous, formal, irrevocable and unconditional nature, as well as the legal effects of circulation by endorsement, guarantee (aval) and payment by intervention. Special attention is given to the formal requirements of the promissory note, the sanction of cambial nullity, the distinction between the underlying (causal) relationship and the cambial relationship, and the impact of nullity, limitation periods and alteration of the instrument. A substantial part of the paper is devoted to enforcement of cambial claims, the narrow scope of defences available to the debtor, and the relationship between the cambial action and the causal action, in light of the settled case law of the High Court of Cassation and Justice. The article also addresses consumer protection issues related to in blanco promissory notes used as security for consumer credit contracts, in the context of EU law (Directive 93/13 and Directive 2008/48), as well as mechanisms aimed at preventing abuse of rights. Finally, it compares the promissory note with the cheque, as an exclusively payment instrument subject to a mandatory covering provision, and situates equity and debt securities, government bonds, certificates of deposit and derivative financial instruments within the broader architecture of securities and capital markets.

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