This amicus curiae brief urges reversal of a trial court judgment in favor of National Collegiate Student Loan Trust 2003-5 for lack of sufficient proof of assignment, and therefore of the Trust’s privity of contract and standing to sue in lieu of the lender shown on the loan origination documents, Bank One, N.A. The Trust appearing as Plaintiff below and as Appellee in the First Court of Appeals of Texas is a Delaware statutory trust that was formed by The First Marblehead Corporation (“FMC” or “First Marblehead”), a financial services firm that also registered the National Collegiate Trust trademark and entered into loan purchase agreements with a variety of lenders, including Bank One, N.A., to acquire private education loans for securitization. The Trust did not originate any loans, and instead sues as a putative assignee without saying so in its live pleading. Even assuming the pleading defect was not fatal, the Trust failed to carry its burden to prove its assignee status with respect to the loan at issue in this case because its Business Records Affidavit signed by an employee of Transworld Systems, Inc. does not have all of the essential documents evidencing the transfer transactions affecting the student loans attached to it. The only document offered to prove the sale and assignment of student loans to the Trust is the Pool Supplement. As indicated by its title, and shown by its material terms, the Pool Supplement is a supplement to an underlying note purchase agreement, which is identified by title as “Amended and Restated Note Purchase Agreement / Education One Loan Program” executed on May 1, 2001. On the record presented in this case, the Trust has failed to establish the chain of transfers by which it would have acquired the loan sued upon, and such failure is fatal in two respects: (1) It is fatal to the Trust’s assertion of standing to sue, and (2) it is fatal to the Trust’s ability to prove a viable breach-of-contract cause of action on the merits, because such cause of action requires privity of contract. The first defect implicates subject-matter jurisdiction and can be addressed by this court sua sponte. The second issue implicates a key element of the Trust’s breach of contract claim: a contract binding the Plaintiff and the Defendant(s). The Trust has not satisfied its burden of proof with respect to that essential element for several reasons: (1) because the so-called “note” is not a negotiable instrument; (2) because the Trust is not named as the lender or payee on any of the loan origination documents; and (3) because the Trust cannot prove that a contractual relationship exists between itself and the Defendant(s) without adducing adequate proof of assignment from the Program Lender via the First Marblehead Corporation to itself, which is lacking in this case. Based on these shortcomings in the evidence, the amicus brief argues that the proper disposition on appeal is a reversal and dismissal for want of subject matter jurisdiction, or a reversal and rendition of a take nothing judgment for failure to prove the existence of a valid contract binding the parties as an essential element of a breach-of-contract claim. See Gillespie v. National Collegiate Student Loan Trust 2005-3, No. 02-16-00124-CV, (Tex.App.- Fort Worth, Jun. 29, 2017, no pet.) (Google Scholar Version) (finding that no evidence supported the trial court's finding that the Trust was a holder in due course of the Gillespies' note and had received by assignment Bank One's right to recover under the note.).