An instrument payable to two or more persons not in the alternative is payable to all of them, and may be negotiated, discharged, or enforced only by all of them. The connective “and” is conjunctive, not elective. The signatures of both named payees are therefore a condition of lawful negotiation; the absence of either is not a technicality but a failure of the act itself.

Authority. Cal. U. Com. Code § 3110(d).

Where a bank obtains or makes payment on an instrument for a person not entitled to enforce it — including upon a missing, forged, or unauthorized indorsement — the instrument is converted. California recognized the true owner’s action in conversion for an instrument collected and paid on a defective indorsement in Cooper v. Union Bank. Under the former Commercial Code a collecting bank could assert a good-faith “representative” defense; the Legislature’s adoption of revised Division 3 eliminated that shield, and the controlling provision today fixes the depositary and collecting bank’s exposure for conversion. The party who suffered the loss may proceed directly against the depositary bank that first honored the defective paper, and the transfer and presentment warranties travel with the instrument.

The principle that resolves the present sequence is narrow and old: a deposit stamp is not the indorsement of a payee who never signed.

Authority. Cal. U. Com. Code §§ 3420, 4207; Cooper v. Union Bank (1973) 9 Cal.3d 371; Sun ’n Sand, Inc. v. United California Bank (1978) 21 Cal.3d 671; Allied Concord etc. Corp. v. Bank of America (1969) 275 Cal.App.2d 1.

The instrument named two natural persons. A “Law Offices of Steven D. Silverstein” deposit stamp is the restrictive mark of a business entity; it is not the indorsement of the natural-person co-payee, nor is a firm the same legal person as a named individual payee. The law withholds from an attorney the inherent power to sign another’s name — the settled rule is that attorneys per se lack authority to indorse a client’s name to a check, and authority to sign for another must be conferred. On this record the co-payee’s indorsement is not forged; it is simply absent. The firm is not the living man, and the living man did not sign.

Authority. Cal. Prob. Code §§ 4400 et seq. (authority to act for another); the attorney-indorsement rule discussed in Cooper, supra, and its progeny.

Funds in which a client or third person claims an interest must be deposited in an identifiable trust account and promptly paid to the person entitled to them. Where two are joint payees, the one who did not receive his share retains his claim. A protested, jointly payable instrument absorbed into a firm operating account, with no distribution to the co-payee and no accounting, is the antithesis of that duty rather than its discharge.

Authority. Cal. Rules of Prof. Conduct, rule 1.15; Post Bros. v. Yoder (1977) 20 Cal.3d 1.

The commission of any act involving moral turpitude, dishonesty, or corruption — whether committed in the attorney’s professional capacity or otherwise, and whether a felony, a misdemeanor, or neither — is cause for disbarment or suspension; and where the act would be a crime, a conviction is not a condition precedent to discipline. The State Bar may act on the handling of the instrument itself. This is the lowest-burden lever in the entire frame: it asks not whether anyone has been charged, but only whether the conduct was honest.

Authority. Cal. Bus. & Prof. Code § 6106; Cal. Rules of Prof. Conduct, rules 8.4(c), 3.3.

Forgery reaches a false or unauthorized indorsement passed with intent to defraud, and is a crime of moral turpitude. But a missing indorsement is not a forged one; where the reverse of the instrument is blank but for an entity stamp, the apt criminal theories sound instead in theft, embezzlement, or obtaining money by false pretenses, and the preparation or use of an instrument containing what the law forbids may implicate the false-instrument statutes. Each of these turns on a single element the documents cannot supply: knowledge and the intent to deprive. That element is for the prosecutor, not the page.

California permits a factfinder to infer that knowledge from conduct. A false or misleading statement made knowing it to be false, the suppression or fabrication of evidence, and post-act conduct generally may each be weighed as consciousness of guilt — though none, the instructions caution, can prove guilt by itself. The conduct a reviewing court would test against those instructions is concrete: a demand for early payment because the demandant “has bills,” followed by some sixty-nine days of silence as to where a five-thousand-dollar payoff had gone; a disputed, protested, two-payee instrument run through on a deposit stamp rather than indorsed and forwarded to the co-payee; and, should it be offered, the attribution of the act to clerical staff. The supervising attorney remains responsible for the conduct of nonlawyer assistants; “the secretary did it” does not relocate the duty.

Authority. Cal. Pen. Code §§ 134, 470, 484, 487, 503; CALCRIM Nos. 362, 371, 378; People v. Najera (2008) 43 Cal.4th 1132; People v. Coffman & Marlow (2004) 34 Cal.4th 1; People v. Pettigrew (2021) 62 Cal.App.5th 477; Cal. Rules of Prof. Conduct, rule 5.3.