Case A

Facts:

-Mr. Ang prepared a promissory note payable to the order of Mr. Bang and issued the same to the latter.

-Bang properly negotiated the same to Cang.

-Cang misplaced the note.

-Dang found the note and forged the signature of Cang

-Dang endorsed the note to Eang.

-Eang endorsed the note to Fang, the current holder in due course

Questions.

1. Who is/are liable primarily on the note?

2. Who is/are liable secondarily on the note?

Case B

Facts:

-Mr. Ang prepared a promissory note payable to Mr. Bang or BEARER the same to the latter.

-Bang properly negotiated the same to Cang.

-Cang indorsed and delivered the note to Dang.

-Dang misplaced the note.

-Eang found the note and forged the signature of Dang

-Eang endorsed the note to Fang.

-Fang delivered the note to g, the current holder in due course.

1. Can Gang hold Ang liable?

2. Assuming Ang dishonors the note, against whom can Gang enforced the note? Identify the persons liable and explain.

Explain

1. Identify and explain the wisdom of registration of securities.

2. In relation to investment contracts, explain the "Howey Test"

3. Apply and explain the "Howey Test" in relation to a "pyramid investment scheme"