Professional Documents
Culture Documents
I.
INTRODUCTION
A.
B.
KRAUFFMAN VS. PNB (GR No. 16454, Sept. 29, 1921) - Herein plaintiff
was entitled to P98,000 of the Philippine Fiber and Produce Companys
dividend for the year 1917. George B. Wicks, treasurer of the Company,
requested that a telegraphic transfer of $45,000 to the plaintiff in New
York City. Wicks drew and delivered a check for the amount of
P90,355.50, total cost of said transfer, including exchange and cost of
message which was accepted by the officer selling the exchange in
payment of the transfer in question. As evidence of this transaction a
document was made out and delivered to Wicks, which is referred to by
the bank's assistant cashier as its official receipt. On the same day the
Philippine National Bank dispatched to its New York agency a cablegram
for $45,000. However, the bank's representative in New York replied
suggesting the advisability of withholding this money from Kauffman. The
PNB dispatched to its New York agency another message to withhold the
Kauffman payment as suggested. Meanwhile, upon advice of Wicks that
the money has been placed to his credit, Kauffman presented himself at
the office of the Philippine National Bank in New York and demanded the
money. By this time, however, the message from the Philippine National
Bank directing the withholding of payment had been received in New
York, and payment was therefore refused. Thus the present complaint to
recover said sum, with interest and costs. ISSUE: WON Act No. 2031 is
applicable in the above case? HELD: NO. The provisions of the
Negotiable Instruments Law to come into operation, there must be a
document in existence of the character described in section 1 of the Law;
and no rights properly speaking arise in respect to said instrument until it
is delivered. In the case before us there was an order transmitted by the
defendant bank to its New York branch, for the payment of a specified
sum of money to George A. Kauffman. But this order was not made
payable "to order or "to bearer," as required in Section 1(d) of that Act;
and inasmuch as it never left the possession of the bank, or its
representative in New York City, there was no delivery in the sense
intended in Section 16 of the same Law. In this connection it is
unnecessary to point out that the official receipt delivered by the bank to
the purchaser of the telegraphic order, and already set out above, cannot
itself be viewed in the light of a negotiable instrument, although it affords
complete proof of the obligation actually assumed by the bank.
GSIS VS. CA (GR No. L-40824, Feb. 23, 1989) - Private respondents, Mr.
and Mrs. Isabelo R. Racho, together with the Lagasca spouses, executed a
deed of mortgage in favor of petitioner GSIS. Subsequently, another deed
of mortgage was executed in connection with earlier two loans granted. A
parcel of land, co-owned by said mortgagor spouses, was given as
security under the aforesaid two deeds and they also executed a
"promissory note". The Lagasca spouses executed an instrument
denominated "Assumption of Mortgage" under which they obligated
themselves to assume obligation to the GSIS. This undertaking was not
fulfilled. Upon failure of the mortgagors to comply with the conditions of
the mortgage, particularly the payment of the amortizations due, GSIS
extra-judicially foreclosed the mortgage and caused the mortgaged
property to be sold at public auction. Private respondents filed a complaint
against the petitioner and the Lagasca spouses praying that the
extrajudicial foreclosure be declared null and void. In their aforesaid
complaint, they alleged that they signed the mortgage contracts not as
sureties or guarantors for the Lagasca spouses but they merely gave their
common property to the said co-owners who were solely benefited by the
loans from the GSIS. Trial court dismissed the case. CA reversed decision
stating that the respondents are that only of an accommodation party.
ISSUE: WON the NIL is applicable to the promissory note and mortgage
deed? HELD: No. Both parties relied on the provisions of Section 29 of Act
No. 2031, otherwise known as the Negotiable Instruments Law, which
C.
2.
3.
Sec. 52,
New
Central
Bank
Act
Sec. 60
E.
PROMISSORY NOTE
BILL OF EXCHANGE
Preparation & Signing
Issuance
Negotiation
Presentment for Acceptance
Acceptance
Dishonor by Non-acceptance
Presentment for payment
Dishonor by Non-payment
Notice of Dishonor
Payment
Discharge
F.
PAL VS. CA (GR No. 49188, Jan. 30, 1990) - CFI Manila ruled in favor of
Amelia Tan [under the name and style of Able Printing Press] in a
complaint for damages against petitioner Philippine Airlines. On appeal,
the CA upheld the decision of the CFI with minor modifications as to the
damages to be awarded. The corresponding writ of execution was duly
referred to Deputy Sheriff Emilio Z. Reyes for enforcement with checks in
the name of the latter. Four months later, Amelia Tan moved for the
issuance of an alias writ of execution since the judgment remained
unsatisfied. The petitioner filed an opposition to the motion for the
issuance of an alias writ of execution stating that it had already fully paid
its obligation to plaintiff through the deputy sheriff of the respondent
court, Emilio Z. Reyes, as evidenced by cash vouchers properly signed and
received by said Emilio Z. Reyes. On March 3,1978, the Court of Appeals
denied the issuance of the alias writ for being premature, ordering the
executing sheriff Emilio Z. Reyes to appear with his return and explain the
reason for his failure to surrender the amounts paid to him by petitioner
PAL. However, the order could not be served upon Deputy Sheriff Reyes
because he already absconded or disappeared. ISSUE: WON the payment
rendered through a check made by PAL to the absconding sheriff in his
name operate to satisfy the judgment debt? HELD: Under ordinary
circumstances, payment by the judgment debtor to the sheriff should be
valid payment to extinguish the judgment debt. There are circumstances,
however, which compel a different conclusion such as when the payment
made by the petitioner to the absconding sheriff was not in cash or legal
tender but in checks. The delivery of promissory notes payable to order,
or bills of exchange or other mercantile documents shall produce the
effect of payment only when they have been cashed, or when through the
fault of the creditor they have been impaired. In the meantime, the action
derived from the original obligation shall be held in abeyance. Since a
negotiable instrument is only a substitute for money and not money, the
delivery of such an instrument does not, by itself, operate as payment. A
check, whether a managers check or ordinary check, is not legal tender,
and an offer of a check in payment of a debt is not a valid tender of
payment and may be refused receipt by the obligee or creditor. Mere
delivery of checks does not discharge the obligation under a judgment.
The obligation is not extinguished and remains suspended until the
payment by commercial document is actually realized (Art. 1249, Civil
Code, par. 3). PAL created a situation which permitted the said Sheriff to
personally encash said checks and misappropriate the proceeds thereof to
his exclusive personal benefit. For the prejudice that resulted, the
petitioner himself must bear the fault. As between two innocent persons,
one of whom must suffer the consequence of a breach of trust, the one
who made it possible by his act of confidence must bear the loss.
D.
G.
2.
2.
Sec. 130
Sec. 17(e)
H.
PROMISSORY NOTES
2 parties Maker and Payee
Maker cannot be the payee
There is unconditional PROMISE by
the maker
Presentment for payment without
prior acceptance
BILLS OF EXCHANGE
3 parties Drawer, Payee and
Drawee
Drawer and payee may be the same
person
There is unconditional ORDER by the
drawer to the drawee
Some Bills need prior acceptance by
the drawee before presentment for
payment
Liability of the drawer is secondary
and conditional
CALTEX VS. COURT OF APPEALS (GR No. 97753, Aug. 10, 1992) Respondent bank issued 280 certificates of time deposit (CTDs) in favor of
Angel dela Cruz who delivered the same to herein petitioner in connection
with his purchased fuel products. Eventually, dela Cruz executed and
delivered an Affidavit of Loss for the reissuance of the CTDs. Dela Cruz
later on obtained a loan from respondent bank and negotiated the said
CTDs, executing a Deed of Assignment of Time Deposit which stated,
among others, that the bank has full control of the indicated time deposits
from and after date of the assignment and may set-off such and apply the
same to the payment of amount or amounts that may be due on the loan
upon maturity.
Petitioner then went to the Sucat branch for verification of the CTDs
declared lost, alleging that the same were delivered to herein petitioner as
security for purchases made with Caltex Philippines, Inc. and requested
that the CTDs be pre-terminated, which was refused by the respondent
bank due to the failure of petitioner to present requested documents to
prove such allegation. Petitioner then filed a complaint in the RTC, which
was dismissed. On appeal, the CA affirmed the decision of the RTC. Thus,
the present petition. ISSUE: WON the CTDs are considered negotiable?
HELD: Yes. A sample text of the certificates of time deposit is reproduced
below:
SECURITY BANK
AND TRUST COMPANY
6778 Ayala Ave., Makati No. 90101
Metro Manila, Philippines
SUCAT OFFICE P4,000.00
CERTIFICATE OF DEPOSIT
Rate 16%
Date of Maturity FEB. 23, 1984 FEB 22, 1982, 19____
This is to Certify that B E A R E R has deposited in this Bank the sum of
PESOS: FOUR THOUSAND ONLY, SECURITY BANK SUCAT OFFICE
P4,000 & 00 CTS Pesos, Philippine Currency, repayable to said depositor 731
days. after date, upon presentation and surrender of this certificate, with interest
at the rate of 16% per cent per annum.
(Sgd. Illegible) (Sgd. Illegible)
AUTHORIZED SIGNATURES
EFFECT OF ESTOPPEL
BANCO DE ORO SAVINGS VS. EQUITABLE BANKING CORP. (GR No.
74917, Jan. 20, 1988) - Manager's checks (Checks) having an aggregate
amount of P45,982.23 and payable to certain member establishments of
Visa Card. Subsequently, the Checks were deposited with the defendant
(respondent Equitable) to the credit of its depositor (Aida Trencios
account). Following normal procedures, and after stamping at the back of
the Checks the usual endorsements (All prior and/or lack of endorsement
guaranteed), Equitable sent the checks for clearing through the Philippine
Clearing House Corporation (PCHC). Accordingly, BDO paid the Checks; its
clearing account was debited for the value of the Checks and defendant's
clearing account was credited for the same amount. Thereafter, BDO
discovered that the endorsements appearing at the back of the Checks,
purporting to be that of the payees, were forged and/or unauthorized or
otherwise belong to persons other than the payees. Pursuant to the PCHC
Clearing Rules and Regulations, it presented the Checks directly to
REQUISITES OF NEGOTIABILITY
Signature of the maker or drawer is usually written, preferably with the full
name or at least the surname. However, initials or any mark will be sufficient,
provided that such signature be used as a substitute and the maker or drawer
intends to be bound by it.
foreign government as part of its currency. In a literal sense, the term means
cash. It includes all legal tender which has been defined in p.1.
1.
Sec. 10
the payment depends upon the adequacy or existence of the fund designated.
It is immaterial, whether the fund has sufficient funds at maturity.
METROPOLITAN BANK & TRUST CO. VS. CA (GR No. 88866; Feb. 18,
1991) - Eduardo Gomez opened an account with Golden Savings and
deposited over a period of two months 38 treasury warrants. They were
all drawn by the Philippine Fish Marketing Authority and purportedly
signed by its General Manager and counter-signed by its Auditor. Six of
these were directly payable to Gomez while the others appeared to have
been indorsed by their respective payees, followed by Gomez as second
indorser. On various dates all these warrants were subsequently indorsed
by Gloria Castillo as Cashier of Golden Savings and deposited to its
Savings Account in the Metrobank. They were then sent for clearing by
the branch office to the principal office of Metrobank, which forwarded
them to the Bureau of Treasury for special clearing. After being told to
wait several times, Gloria Castillo and Gomez made subsequent
withdrawals at Metrobank with the impression that the treasury warrants
had been cleared. Metrobank informed Golden Savings that 32 of the
warrants had been dishonored by the Bureau of Treasury and demanded
the refund by Golden Savings of the amount it had previously withdrawn,
to make up the deficit in its account. The demand was rejected. ISSUE:
WON treasury warrants are negotiable instruments? HELD: No. The
treasury warrants in question are not negotiable instruments. Clearly
stamped on their face is the word "non-negotiable." Moreover, it is
indicated that they are payable from a particular fund, to wit, Fund 501.
Sections 1 and 3 of the Negotiable Instruments Law especially
underscored this requirement. The indication of Fund 501 as the
source of the payment to be made on the treasury warrants
makes the order or promise to pay "not unconditional" and the
warrants themselves non-negotiable. Metrobank cannot contend that
by indorsing the warrants in general, Golden Savings assumed that they
were "genuine and in all respects what they purport to be," in accordance
with Section 66 of the Negotiable Instruments Law. The simple reason is
that this law is not applicable to the non-negotiable treasury warrants. The
indorsement was made by Gloria Castillo not for the purpose of
guaranteeing the genuineness of the warrants but merely to deposit them
with Metrobank for clearing.
Clear intention of the parties the substance of the transaction rather than
the form is the criterion of negotiability. Instead of promise the words bind
myself may be used; instead of on demand, the words on call may be used
and instead of bearer, the word holder may be used.
3.
Promissory Notes:
It is not essential that the word promise be used. Any words equivalent to a
promise or assumption of responsibility for the payment of the note (like
payable, to be paid, I agree to pay, I guarantee to pay, M obliges
himself to pay, good for, due on demand, etc.) are sufficient to constitute
a promise to pay.
However, bare acknowledgements like IOU, Due P1,000 or for value
received do not constitute promise to pay and are non-negotiable, unless
words constituting a promise to pay is added, like IOU (or Due) P1,000 to be
paid on Jan. 8.
4.
Bills of Exchange:
It is not necessary to use the word order. Any other words like Let the
bearer or Drawer obliges the drawee to pay P or order are sufficient.
Sec. 39
Sec. 2(b): STATED instalments must clearly indicate the amount due on each
instalment and the interest, if any. A bill or note indicating payable in two
instalments or in instalments does not fulfil the requirement of the law.
the due date if some specified event occurs, such as failure to pay an
instalment.
Insecurity clause allows the creditor to demand immediate and full
payment of the loan balance if the creditor has reason to believe that the
debtor is about to default, as when the debtor suddenly loses a significant
source of income.
Extension clause allows additional time for the payment of the loan due.
Indorsement, p. 13.
Sec. 3 (a): does not render the instrument non-negotiable because the
reimbursement is a subsequent act to the payment, which still makes it
absolute. Same is true if there is indication of a particular fund to be debited,
like Pay P or order the sum of P10,000 and charge it to my account, because
here the instrument is payable absolutely, the debit of the account is also a
subsequent act to the payment.
Acceleration at the option of the HOLDER will render the instrument nonnegotiable.
Sec. 2(e): does not affect negotiability because such takes place after
maturity.
Sec. 5
Sec. 6
Time Instruments
Sec. 4(a): To pay on Aug. 12, 2013;
Sec. 4(b): To pay sixty days after date;
Sec. 4(c): To pay after P dies.
Sec. 4, last paragraph: refers to a condition which may or may not happen. A
negotiable instrument must be payable in all events.
prohibited. This is based on the fact that while the payment of money may be
indorsed, the additional act would have to be assigned. The following clauses
have been held to render non-negotiable the instrument:
* pay for taxes assessed upon the note or its mortgage security (Hubard vs.
Robert Wallace Co.);
* keep free from encumbrance property on which the value of collateral
pledged for security of the instrument depends (Streckhold vs. National Salt
Co.)
* promise to insure the property pledged as security (First State Savings
Bank vs. Russel)
Demand Instruments are those which are payable on demand, due and
payable immediately after delivery. It is a present debt due at once.
(d) Payable to order or bearer
Sec. 8
Exceptions are:
Sec. 5(a): I promise to pay P or order the sum of P1,000 secured by a ring I
delivered to him by way of pledge and which he could sell should I fail to pay
him at maturity the additional act is to be performed after non-payment at
maturity. Until maturity, the promise is to pay money only.
Sec. 9
Sec. 5(d): or an airconditioner at the option of the holder since the holder
has the choice, the instrument is still negotiable because he can still demand
payment of money. If the option is on the promisor, it would be difficult to
compel him to make payment in money.
Sec. 8(b): An instrument payable to the maker is not complete until indorsed
by him. (Sec. 184)
Sec. 8(c): Being payable to the drawee, he may pay himself at maturity from
the funds of the drawer.
Sec. 8(d): Pay to A and B; for Sec. 8(e), Pay to A or B.
Sec. 8(f): Pay to the order of the Commissioner of Internal Revenue.
Time must be certain so that the holder will know when he may enforce the
instrument, and the person liable maker, drawee, or acceptor when he may
be required to pay, or the secondary parties drawer, indorser or
Sec. 8, last paragraph: If there is no payee, there is nobody who could give
the order or authority to collect or otherwise indorse and, therefore, there is no
easy, and cheap way to settle and secure debts. They are quick remedy
serve to save the court's time. They also save time and money of the
litigants and the government the expenses that a long litigation entails. In
one sense, instruments of this character may be considered as special
agreements, with power to enter up judgments on them, binding the
parties to the result as they themselves viewed it. On the other hand, are
disadvantages to the commercial world which outweigh the considerations
just mentioned. Such warrants of attorney are void as against public
policy, because they enlarge the field for fraud, because under these
instruments the promissor bargains away his right to a day in court, and
because the effect of the instrument is to strike down the right of appeal
accorded by statute. The recognition of such form of obligation would
bring about a complete reorganization of commercial customs and
practices, with reference to short-term obligations. It can readily be seen
that judgment notes, instead of resulting to the advantage of commercial
life in the Philippines, might be the source of abuse and oppression, and
make the courts involuntary parties thereto. If the bank has a meritorious
case, the judgment is ultimately certain in the courts. The Court is of the
opinion thus that warrants of attorney to confess judgment are not
authorized nor contemplated by Philippine law; and that provisions in
notes authorizing attorneys to appear and confess judgments against
makers should not be recognized in this jurisdiction by implication and
should only be considered as valid when given express legislative sanction.
(b) payment to any person in possession thereof in good faith and without
notice that his title is defective, at or after maturity (Sec. 88) discharges the
instrument (Sec. 119); (c) Delivery alone is enough to effect negotiation (Sec.
30).
Sec. 9(a) and (b) are originally bearer instruments. Those under subsection
(c), (d) and (e) are order instruments on the face converted to bearer
instruments.
Sec. 9(c) and (d): They are treated as bearer instruments because it is
1.
Sec. 6
Sec. 11
Sec. 12
bill the drawer and drawee are the same person or where the drawee is a
fictitious person or a person not having capacity to contract, the holder may
treat the instrument at his option either as a bill of exchange or as a
promissory note
OMISSIONS AND
NEGOTIABILITY
PROVISIONS
THAT
DO
NOT
Sec. 13
AFFECT
PNB VS. MANILA OIL REFINING (GR No. L-18103; June 8, 1922) The manager and treasurer of respondent company executed and
delivered to the Philippine National Bank (PNB), a promissory note which
provides a promise to pay petitioner bank the amount of P61,000 and that
in case payment was not made at time of maturity, any lawyer in the
Philippines is authorize to represent the company and confess judgment
for the said sum with interest, cost of suit and attorney's fees of ten% for
collection, a release of all errors and waiver of all rights to inquisition and
appeal, and to the benefit of all laws exempting property, real or personal,
from levy or sale. Indeed, Manila Oil has failed to pay on demand. This
prompted the bank to file a case in court, wherein an attorney associated
with them entered his appearance for the defendant. To this the
defendant objected. ISSUE: WON provisions in notes authorizing
attorneys to appear and confess judgments against makers should not be
recognized in Philippine jurisdiction by implication? HELD: No. Judgments
by confession as appeared at common law were considered an amicable,
D.
OMISSIONS
Sec. 14
E.
INTERPRETATION OF INSTRUMENTS
(a) Where the sum payable is expressed in words and also in figures and
there is a discrepancy between the two, the sum denoted by the words is
the sum payable; but if the words are ambiguous or uncertain, reference
may be had to the figures to fix the amount;
(b) Where the instrument provides for the payment of interest, without
specifying the date from which interest is to run, the interest runs from
the date of the instrument, and if the instrument is undated, from the
issue thereof;
(c) Where the instrument is not dated, it will be considered to be dated as
of the time it was issued;
(d) Where there is a conflict between the written and printed provisions of
the instrument, the written provisions prevail;
(e) Where the instrument is so ambiguous that there is doubt whether it is
a bill or note, the holder may treat it as either at his election;
(f) Where a signature is so placed upon the instrument that it is not clear
in what capacity the person making the same intended to sign, he is to be
deemed an indorser;
(g) Where an instrument containing the word "I promise to pay" is signed
by two or more persons, they are deemed to be jointly and severally liable
thereon.
Sec. 13: If an undated note payable to P matures on Aug. 29, 2013, 30 days
Sec. 17(d): Reason for this rule is that, the written words are deemed to
Sec. 11: He who claims that some other date is the true date has the burden
express the true intention of the maker or drawer because they are placed
there by himself. Also, because the amount in words are harder to alter
(Sundiang, 2010 audio lecture).
after issuance, but P inserted July 15 to hasten maturity date, P cannot enforce
payment because it is avoided as to him who ante-dated for fraudulent
purposes (Sec. 12). But if it was indorsed to A, a holder in due course, he may
collect on Aug. 14, as if the date inserted was the true date.
REPUBLIC PLANTERS BANK VS. CA (GR No. 93073; Dec. 21, 1992) In 1979, World Garment Manufacturing, through its board authorized
Shozo Yamaguchi (president) and Fermin Canlas (treasurer) to obtain
credit facilities from Republic Planters Bank (RPB). For this, 9 promissory
notes were executed. Each promissory note was uniformly written in the
following manner:
Authority to Complete does not carry with it the authority to alter (Sec.
124).
___________, after date, for value received, I/we, jointly and severally
promise to pay to the ORDER of the REPUBLIC PLANTERS BANK, at its office in
Manila, Philippines, the sum of ___________ PESOS(.) Philippine Currency
Please credit proceeds of this note to:
The note became due and no payment was made. RPB eventually sued
Yamaguchi and Canlas. Canlas, in his defense, averred that he should not
be held personally liable for such authorized corporate acts that he
performed inasmuch as he signed the promissory notes in his capacity as
officer of the defunct Worldwide Garment Manufacturing. ISSUE: WON
Canlas should be held liable for the promissory notes? HELD: Yes. The
solidary liability of private respondent Fermin Canlas is made clearer and
certain, without reason for ambiguity, by the presence of the phrase joint
and several as describing the unconditional promise to pay to the order
of Republic Planters Bank. Where an instrument containing the
words I promise to pay is signed by two or more persons, they
are deemed to be jointly and severally liable thereon. Canlas is
solidarily liable on each of the promissory notes bearing his signature for
the following reasons: The promissory notes are negotiable instruments
and must be governed by the Negotiable Instruments Law. Under the
Negotiable lnstruments Law, persons who write their names on the face of
promissory notes are makers and are liable as such. By signing the notes,
the maker promises to pay to the order of the payee or any holder
according to the tenor thereof.
Section 15: Example: M makes a note for P10,000 with the name of the
payee in blank and keeps it in his drawer. P steals the note, names himself as
the payee and indorses the note to A, A to B, B to C, a holder in due course.
NOTE: C, even though a holder in due course, cannot enforce said note against
M by virtue of Sec. 15, but C can go after P, A and B.
Section 16: As regards immediate parties and a remote party other than a
holder in due course, delivery is a rebuttable presumption, as such can either
be conditional or for a special purpose (without intention of transferring title).
For value received, I/We jointly and severally promise to pay to the order of MERCATOR FINANCE
CORPORATION at its office, the principal sum of EIGHT HUNDRED FORTY-FOUR THOUSAND SIX
HUNDRED TWENTY-FIVE PESOS & 78/100 (P 844,625.78), Philippine currency, x x x, in
installments as follows:
September 16, 1982
P154,267.87
P154,267.87
B.
P154,267.87
P154,267.87
P154,267.87
P154,267.87
NEGOTIATION DEFINED
1.
The note was signed by petitioners and Embassy Farms, Inc. with the
signature of Eduardo Evangelista below it. Sec. 17 of the Negotiable
Instruments Law provide: Construction where instrument is ambiguous
Where the language of the instrument is ambiguous or there are
omissions therein, the following rules of construction shall apply: (g)
Where an instrument containing the word I promise to pay is signed by
two or more persons, they are deemed to be jointly and severally liable
thereon. As such, the promissory note itself proves that petitioners
are solidarily liable with Embassy Farms. Moreover, even if
petitioners signed merely as officers, it does not erase the fact
that they subsequently executed a continuing suretyship
agreement which makes them solidarily liable with the principal.
They cannot eventually claim that they did not personably receive any
consideration for the contract.
2.
C.
generally taking only such title or rights as his assignor has, subject to all
defenses available against his assignor. It is the less usual method which may
or may not involve an indorsement in the sense of writing on the back of the
instrument.
Applicable
Law
Type
of
transaction
or
instrument:
Nature of
the
transferee:
Rights
acquired:
Sec. 15
Sec. 16
Sec. 191
Availability
of personal
defenses
NEGOTIATION
Negotiable Instruments Law
ASSIGNMENT
Civil Code of the Philippines
Contracts in general
assignable rights
Transferee
is
a
mere
assignee and can never be a
holder in due course
Transferee cannot acquire
more
rights
than
the
transferor because he merely
steps into the shoes of the
transferor
Transferee is always subject
to personal defenses
or
CASABUENA VS. COURT OF APPEALS (GR No. 115410; Feb. 27, 1998)
- Ciriaco Urdaneta was a grantee of a parcel of land purchased by the City
of Manila and conveyed to its less privileged inhabitants, through its land
reform program. Subsequently, he assigned his rights and interests in 1/2
of the lot to Arsenia Benin covering full payment of his indebtedness in the
amount of P500. A deed of sale with mortgage was executed, with
Urdaneta undertaking to pay the City the amount figured for a period of
forty years in 480 equal installments. Another deed of
assignment involving the whole lot, with assignee Benin agreeing to
shoulder all obligations including the payment of amortization to the City,
in accordance with the contract between it and Urdaneta. As stated in
their verbal agreement, Urdaneta could redeem the property upon
payment of the loan within 3yrs. from the date of assignment; failure to
pay would transfer physical possession of the lot to Benin for a period of
15 years, without actual transfer of title and ownership thereto.
Meanwhile, the administration of the property was assigned to brothers
Candido and Juan Casabuena, to whom Benin had transferred her right,
title and interest for a consideration of P7,500. Notwithstanding this
assignment, Benin constructed a duplex (apartment) on the lot separately
occupied by Jose Abejero and Juan Casabuena, who collected rentals from
the former. After the lot was fully paid for by the Urdanetas, a Release of
Mortgage was executed and period of non-alienation of the land was
extended from 5 to 20 years. Casabuena was Benin's rental collector but
their relationship soured resulting in a litigation involving issue on
ownership, of which the cause was the latters failure to pay rentals. Upon
learning of the litigation between petitioner and Benin, Urdaneta asked
them to vacate the property and surrender to him possession thereof
within 15 days from notice. Petitioner's adamant refusal to comply with
such demand resulted in a complaint for ejectment and recovery of
possession of property filed by Urdaneta against Casabuena and Benin.
Amid the sprouting controversies involving the lot, the Urdaneta spouses
succeeded in having the Court declare them as its true and lawful owners
with the deed of assignment to Benin merely serving as evidence of
Ciriaco's indebtedness to her in view of the prohibition against the sale of
the land imposed by the City government. ISSUE: WON a deed of
assignment can transfer ownership of the property to the assignee?
HELD: At the bottom of this controversy is the undisputed fact that
Ciriaco Urdaneta was indebted to Benin, to secure which debt the spouses
ceded their rights over the land through a deed of assignment. An
assignment of credit is an agreement by virtue of which the
owner of a credit, known as the assignor, by a legal cause,
transfers his credit and its accessory rights to another, known as
the assignee, who acquires the power to enforce it to the same
extent as the assignor could have enforced it against the
debtor. Stated simply, it is the process of transferring the right of
the assignor to the assignee, who would then be allowed to
proceed against the debtor. The assignment involves no transfer
of ownership but merely effects the transfer rights which the
assignor has at the time, to the assignee. Benin having been deemed
subrogated to the rights and obligations of the spouses, she was bound by
exactly the same conditions to which the latter were bound. This being so,
she and the Casabuenas were bound to respect the prohibition against
selling the property within the five-year period imposed by the City
government. The act of assignment could not have operated to efface
liens or restrictions burdening the right assigned, because an assignee
cannot acquire a greater right than that pertaining to the assignor. At
most, an assignee can only acquire rights duplicating those which his
assignor is entitled by law to exercise. In the case at bar, the Casabuenas
merely stepped into Benin's shoes, who was not so much an owner as a
mere assignee of the rights of her debtors. Not having acquired any right
over the land in question, it follows that Benin conveyed nothing to
defendants with respect to the property.
all executed on the same day by and among the parties. Barely 14 days
after delivery, the tractors broke down. Mechanics were sent to do repairs
but the tractors were no longer serviceable. CPII logging operations were
delayed so Vergara advised IPM that the installment payments would
likewise be delayed until it fulfills its obligation under its warranty. IFC
then filed a collection suit against petitioners for the recovery of the
principal sum plus interest, attorney's fees and costs of suit contending
that it was a holder in due course of a negotiable promissory note.
ISSUE: WON IFC is a holder in due course of a negotiable promissory
note so as to bar all defenses of CPII against IPM? HELD: No. The note in
question fails to meet the requirement under Sec. 1(d) of Act No. 2013.
IFC is not and will never be a holder in due course of the promissory note
but is merely an assignee. The note in question is not a negotiable
instrument for lack of the so-called words of negotiability. The sellerassignor IPM is liable for breach of warranty and such liability as a general
rule extends to the corporation (IFC) to whom it assigned its rights and
interests. Even assuming that the note is negotiable, IFC which actively
participated in the sale on installment transaction from its inception cannot
be regarded as a holder in due course. Thus, petitioners may raise against
the respondent all defenses available to it as against the seller-assignor,
IPM.
TRADERS ROYAL BANK VS. COURT OF APPEALS (GR No. 93397;
Mar. 3, 1997) - Assailed in this Petition is the Decision of the Court of
Appeals affirming the nullity of the transfer of Central Bank Certificate of
Indebtedness (CBC), with a face value of P500,000 from Philippine
Underwriters Finance Corporation (Philfinance) - without authorization to
petitioner Traders Royal Bank. ISSUE: WON Central Bank Certificate of
Indebtedness (CBCI) is a negotiable instrument? HELD: No. The
instrument provides for a promise to pay the registered owner Filriters.
Very clearly, the instrument was only payable to Filriters. It lacked the
words of negotiability which should have served as an expression of the
consent that the instrument may be transferred by negotiation. The
language of negotiability which characterizes a negotiable paper as a
credit instrument is its freedom to circulate as a substitute for money.
Hence, freedom of negotiability is the touchstone relating to the protection
of holders in due course, and the freedom of negotiability is the
foundation for the protection, which the law throws around a holder in
due course. This freedom in negotiability is totally absent in a certificate of
indebtedness as it merely acknowledges to pay a sum of money to a
specified person or entity for a period of time. The transfer of the
instrument from Philfinance to TRB was merely an assignment, and is not
governed by the negotiable instruments law. The pertinent question then
iswas the transfer of the CBCI from Filriters to Philfinance and
subsequently
from
Philfinance
to
TRB,
in
accord
with
existing law, so as to entitle TRB to have the CBCI registered in its name
with the Central Bank? Clearly shown in the record is the fact that
Philfinances title over CBCI is defective since it acquired the instrument
from Filriters fictitiously. Although the deed of assignment stated that the
transfer was for value received, there was really no consideration
involved. What happened was Philfinance merely borrowed CBCI from
Filriters, a sister corporation. Thus, for lack of any consideration, the
assignment made is a complete nullity. Furthermore, the transfer wasn't in
conformity with the regulations set by the CB. Giving more credence to
rule that there was no valid transfer or assignment to petitioner.
Art. 348, Code of Commerce. The conveyer shall answer for the
legality of the credit and for the capacity in which he made the transfer;
but he shall not answer for the solvency of the debtor, unless there is an
express agreement requiring him to do so
D.
10
E.
Sec. 30
Sec. 40
apply to
LIM VS. CA (GR No. 107898; Dec. 19, 1995) - Manuel Lim and Rosita Lim
are the officers of the Rigi Bilt Industries, Inc. (RIGI) which had been
transacting business with Linton Commercial Company, Inc. The Lims
ordered several steel plates and purlins from Linton and were delivered to
the Lims place of business which was in Caloocan. To pay Linton, the
petitioners issued seven checks. When the checks were presented to the
drawee bank (Solidbank), they were dishonored because payment for the
checks had been stopped and/or insufficiency of funds. As a result,
petitioners were found guilty with Estafa and 7 counts of violation of BP
22 by the Malabon RTC. On appeal, the CA reversed the trial courts
decision on Estafa but upheld the decision on violation of BP 22, hence,
this petition. ISSUE: WON the issue was within the jurisdiction of the
Malabon RTC? HELD: The venue of jurisdiction lies either in the RTC
Caloocan or Malabon Trial Court. BP 22 is a continuing crime. A person
charged with a transitory crime may be validly tried in any municipality or
territory where the offense was partly committed. In determining the
proper venue, the ff. must be considered. 1) 7 checks were issued to
Linton in its place of business in Navotas. 2) The checks
were delivered Linton in the same place. 3) The checks were dishonored
in Caloocan 4) The Lims had knowledge of their insufficiency of funds.
Under
Section
191
of
the
Negotiable
Instruments
Law, issue means the first delivery of the instrument complete in its
form to a person who takes it as holder. The term holder on the other
hand refers to the payee or endorsee of a bill or note who is in possession
of it or the bearer thereof. The place where the bills were written,
signed or dated does not necessarily fix or determine the place
where they were executed. It is the delivery that is important. It
is the final act essential to its consummation of an obligation. An
undelivered bill is unoperative. The issuance and delivery of the check
must be to a person who takes it as a holder. In the case at bar, although
Linton sent a collector who received the checks from the petitioners place
of business, the checks were actually issued and delivered to Linton in
Navotas. The collector is not a holder or an agent, he was just an
employee.
LORETO DELA VICTORIA VS. HON. BURGOS (GR No. 111190; June
27, 1995) - Raul Sebreo filed a complaint for damages against Fiscal
Bienvenido Mabanto Jr. of Cebu City. Sebreo won and he was awarded
the payment of damages. Judge Burgos ordered De La Victoria, custodian
of the paychecks of Mabanto, to hold the checks and convey them to
Sebreo instead. De La Victoria assailed the decision as he said that the
paychecks and the amount thereon are not yet the property of Mabanto
because they are not yet delivered to him; that since there is no delivery
of the checks to Mabanto, the checks are still part of the public funds; and
the checks due to the foregoing cannot be the proper subject of
garnishment. ISSUE: WON De La Victoria is correct? HELD: Yes. Under
Section 16 of the Negotiable Instruments Law, every contract on a
negotiable instrument is incomplete and revocable until delivery of the
instrument for the purpose of giving effect thereto. As ordinarily
understood, delivery means the transfer of the possession of the
instrument by the maker or drawer with intent to transfer title to the
DEVELOPMENT BANK OF RIZAL VS. SIMA WEI (GR No. 85419; June
9, 1983) - In consideration for a loan extended by petitioner Bank to
respondent Sima Wei, the latter executed and delivered to the former a
promissory note, engaging to pay the petitioner Bank or order the amount
of P1,820,000.00 on or before June 24, 1983 with interest at 32% per
annum. Sima Wei made partial payments on the note, leaving a balance of
P1,032,450.02. On November 18, 1983, Sima Wei issued two crossed
checks payable to petitioner Bank drawn against China Banking
Corporation, bearing respectively the serial numbers 384934, for the
amount of P550,000.00 and 384935, for the amount of P500,000.00. The
said checks were allegedly issued in full settlement of the drawer's
account evidenced by the promissory note. These two checks were not
delivered to the petitioner-payee or to any of its authorized
representatives. For reasons not shown, these checks came into the
possession of respondent Lee Kian Huat, who deposited the checks
without the petitioner-payee's indorsement (forged or otherwise) to the
account of respondent Plastic Corporation, at the Balintawak branch,
Caloocan City, of the Producers Bank. Cheng Uy, Branch Manager of the
11
11
it is Sima Wei, the drawer, who would have a cause of action against her
co-respondents, if the allegations in the complaint are found to be true.
F.
selling only P30,000 of it and for such reason, at the back of the
document he wrote in longhand: Pay to the order of Enrique P. Montinola
Sec. 49. Transfer without indorsement; effect of. - Where the holder of
an instrument payable to his order transfers it for value without indorsing it,
the transfer vests in the transferee such title as the transferor had therein,
and the transferee acquires in addition, the right to have the indorsement of
the transferor. But for the purpose of determining whether the transferee is a
holder in due course, the negotiation takes effect as of the time when the
indorsement is actually made.
The transferee acquires the legal title the transferor had and in addition, the
right to have the indorsement of the transferor, without which he cannot be
considered a holder within the definition under Sec. 191 and thus cannot
negotiate it. He also cannot be considered a bearer since the instrument is
not payable to bearer.
G.
ANG TEK LIAN VS. CA (GR No. L-2516; Sept. 25, 1950) - Knowing he
had no funds therefor, petitioner Ang Tek Lian drew a check upon the
China Banking Corporation for the sum of P4,000, payable to the order of
cash. He delivered it to Lee Hua Hong in exchange for money which the
latter handed in the act. The next business day, the check was presented
by Lee Hua Hong to the drawee bank for payment, but it was dishonored
for insufficiency of funds, the balance of the deposit of Ang Tek Lian on
both dates being P335 only. Petitioner was sued for estafa. In his defense,
however, he argues that as the check had been made payable to cash
and had not been endorsed by Ang Tek Lian, the defendant is not guilty of
the offense charged. ISSUE: WON a check payable to cash needs
indorsement? HELD: NO. Under the Negotiable Instruments Law (sec. 9
[d], a check drawn payable to the order of cash is a check payable to
bearer, and the bank may pay it to the person presenting it for payment
without the drawers indorsement. Where a check is made payable to the
order of cash, the word cash does not purport to be the name of any
person, and hence the instrument is payable to bearer. The drawee bank
need not obtain any indorsement of the check, but may pay it to the
person presenting it without any indorsement.
Indorsement is the writing of the name of the payee on the instrument with
the intent either to transfer the title to the same, or to strengthen the security
of the holder by assuming a contingent liability for its future payment, or both.
An indorser cannot show by parol evidence (i.e., outside the instrument itself)
12
Procuration is the act by which a principal gives power to another to act in his
place as he could himself. It is otherwise understood as agency or proxy.
12
Sec. 32
Sec. 40
Sec. 41
Sec. 42
officer.
Sec. 43
Sec. 44
Sec. 45
Sec. 46
Sec. 48
Sec. 49
purports to be;
(b) That he has a good title to it;
(c) That all prior parties had capacity to contract;
(d) That he has no knowledge of any fact which would impair the
validity of the instrument or render it valueless.
Sec. 38: When the indorser wants to transfer his rights over the instrument
but does not want to assume responsibilities under the secondary contracts, he
may do so by resorting to qualified indorsement, by virtue of which he
disclaims his liability to any holder or any subsequent party who might be
compelled by another.
He is only liable for breach of warranties under Sec. 65.
Sec. 32: Reason: negotiation requires delivery, and there can be no partial
delivery of one instrument. Also, to avoid multiplicity of suits and a bill or note
divided into different parts divides a single cause of action.
Sec. 41: Does not apply to instruments payable to two or more payees
Sec. 48: An instrument payable to bearer remains a bearer instrument and the
holder thereof can strike out any special indorsements by virtue of Sec. 48.
KINDS OF INDORSEMENT
1. Blank and Special Indorsements
Sec. 33
Sec. 34
Sec. 35
2.
Sec. 38
Sec. 65
3.
Qualified
If payment is made prior to the fulfilment of the condition, the holder will hold
the payment subject to the rights of the conditional indorser. Such that, when
the condition did not happen, he is obliged to return the amount he recovered
to the conditional indorser.
indorsement.
- A qualified indorsement
constitutes the indorser a mere assignor of the title to the
instrument. It may be made by adding to the indorser's
signature the words "without recourse" or any words of similar
import. Such an indorsement does not impair the negotiable
character of the instrument.
Warranty where negotiation by delivery and so forth.
Every person negotiating an instrument by delivery or by a
qualified indorsement warrants:
(a) That the instrument is genuine and in all respects what it
13
Conditional Indorsement
4.
Sec. 36
13
Restrictive Indorsement
Sec. 37
drawer.
(c) If he signs for the accommodation of the payee, he is liable to all parties
subsequent to the payee.
K.
L.
M.
N.
O.
under (b) and (c) may still be further negotiated, but the subsequent indorsees
will also be an agent or trustee.
P.
NATIVIDAD GEMPESAW VS. CA (GR No. 92244; Feb. 9, 1993) Natividad Gempesaw issued checks, prepared by her bookkeeper, a total
of 82 checks in favor of several supplies. Most of the checks for amounts
in excess of actual obligations as shown in their corresponding invoices. It
was only after the lapse of more than 2 years did she discovered the
fraudulent manipulations of her bookkeeper. It was also learned that the
indorsements of the payee were forged, and the checks were brought to
the chief accountant of Philippine Bank of Commerce (the Drawee Bank,
Buendia Branch) who deposited them in the accounts of Alfredo Romero
and Benito Lam. Gempesaw made demand upon the bank to credit the
amount charged due the checks. The bank refused. Hence, the present
action. ISSUE: Who shall bear the loss resulting from the forged
indorsements? HELD: As a rule, a drawee bank who has paid a check on
which an indorsement has been forged cannot charge the drawers
account for the amount of said check. An exception to the rule is where
the drawer is guilty of such negligence which causes the bank to honor
such checks. Gempesaw did not exercise prudence in taking steps that a
careful and prudent businessman would take in circumstances to discover
discrepancies in her account. Her negligence was the proximate cause of
her loss, and under Section 23 of the Negotiable Instruments Law, is
precluded from using forgery as a defense. On the other hand, the
banking rule banning acceptance of checks for deposit or cash payment
with more than one indorsement unless cleared by some bank officials,
does not invalidate the instrument; neither does it invalidate the
negotiation or transfer of said checks. The only kind of indorsement
which stops the further negotiation of an instrument is a
restrictive indorsement which prohibits the further negotiation
thereof, pursuant to Section 36 of the Negotiable Instruments
Law. In light of any case not provided for in the Act that is to be
governed by the provisions of existing legislation, pursuant to Section 196
of the Negotiable Instruments Law, the bank may be held liable for
damages in accordance with Article 1170 of the Civil Code. The drawee
bank, in its failure to discover the fraud committed by its employee and in
contravention banking rules in allowing a chief accountant to deposit the
checks bearing second indorsements, was adjudged liable to share the
loss with Gempesaw on a 50:50 ratio.
Q.
Sec. 36(a) is the only type of indorsement that bars further negotiation. Those
5.
6.
Sec. 50
Sec. 121
S.
Sec. 48
Irregular Indorser
14
Absolute Indorsement
Joint Indorsement
T.
U.
V.
14
Sec. 25
Sec. 26
Sec. 27
Simple Contract as used in Sec. 25 is that found under the Civil Code. Such
Value Sufficient need not mean that the amount of consideration and the
promise to pay in the instrument are equal, so long as it is not grossly
inadequate.
transferee is a holder for value up to the extent of the amount secured. If the
sum certain state in the instrument is P50,000 and the same was pledged for
P30,000, the transferee is a holder for value upto P30,000 only.
Y.
Z.
15
IV. HOLDERS
A.
WHAT IS A HOLDER?
CHAN WAN VS. TAN KIM (G.R. No. L-15380; September 30, 1960) - Eleven
checks payable to "cash or bearer" and drawn by defendant Tan upon the
Equitable Banking Corporation, were all presented for payment by Chan Wan to
the drawee bank, but they "were all dishonored and returned to him unpaid
due to insufficient funds and/or causes attributable to the drawer." The drawer
in drawing the check engaged that "on due presentment, the check would be
paid, and that if it be dishonored . . . he will pay the amount thereof to the
holder". On the backs of the checks, endorsements which apparently show they
had been deposited with the China Banking Corporation and were, by the
latter, presented to the drawee bank for collection. The court declined to order
payment for two principal reasons: (a) plaintiff failed to prove he was a holder
in due course, and (b) the checks being crossed checks should not have been
deposited instead with the bank mentioned in the crossing. ISSUE: WON a
holder who is not a holder in due course may recover on the checks? HELD:
YES. The Negotiable Instruments Law does not provide that a holder,
who is not a holder in due course, may not in any case, recover on the
instrument. If B purchases an overdue negotiable promissory note signed by
A, he is not a holder in due course; but he may recover from A, if the latter has
no valid excuse for refusing payment. The only disadvantage of holder who is
not a holder in due course is that the negotiable instrument is subject to
defense as if it were non- negotiable.
ATRIUM MANAGEMENT CORPORATION VS. CA (G.R. No. 109491;
February 28, 2001) - Hi-Cement Corp. issued checks in favor of E.T. Henry and
Co. Inc., as payee. The latter, in turn, endorsed the checks to Atrium for
valuable consideration. But upon presentment for payment, the drawee bank
dishonored the checks for the common reason "payment stopped" which
prompted petitioner to institute this action. The trial court rendered a decision
ordering E.T. Henry and Co., Inc. and Hi-Cement to pay petitioner Atrium,
jointly and severally, the amount corresponding to the value of the checks. CA,
however, absolved & ruled, inter alia, that Lourdes de Leon of Hi-Cement was
not authorized to issue the subject checks in favor of E.T. Henry, Inc. ISSUE:
WON petitioner Atrium is a holder in due course? HELD: To emphasize, the
checks were crossed checks and specifically indorsed for deposit to payee's
(E.T. Henry) account only. Atrium was aware of the fact that the checks were
all for deposit only to payee's account. Clearly, then, Atrium could not be
considered a holder in due course. The SC, however, held that it does not
follow as a legal proposition that simply because petitioner Atrium
was not a holder in due course for having taken the instruments in
question with notice that the same was for deposit only to the
account of payee E.T. Henry that it was altogether precluded from
recovering on the instrument. The Negotiable Instruments Law does not
provide that a holder not in due course cannot recover on the instrument. The
disadvantage of Atrium in not being a holder in due course is that the
negotiable instrument is subject to defenses as if it were non-negotiable. One
such defense is absence or failure of consideration.
B.
CLASSES OF HOLDER
Sec. 51
Sec. 26
Sec. 52
15 Sec. 57
IN DUE COURSE, p.
Rights of holder in due course. see Rights of A Holder In
2.
MARCELO MESINA VS. CA (G.R. No. 70145 November 13, 1986) - Jose
Go purchased from Associated Bank a cashier's check for P800,000.00.
Unfortunately, he left said check on the top of the desk of the bank
manager when he left the bank. The bank manager entrusted the check
for safekeeping to a bank official, a certain Albert Uy. While Uy went to
the men's room, the check was stolen by his visitor in the person of
Alexander Lim. Upon discovering that the check was lost, Jose Go
accomplished a "STOP PAYMENT" order. Two days later, Associated Bank
received the lost check for clearing from Prudential Bank.
After
dishonoring the same check twice, Associated Bank received summons
and copy of a complaint for damages of Marcelo Mesina who was in
possession of the lost check and is demanding payment. Petitioner claims
that a cashier's check cannot be countermanded in the hands of a holder
in due course. ISSUE: WON petitioner can collect on the stolen check on
the ground that he is a holder in due course? HELD: No. Petitioner failed
to substantiate his claim that he is a holder in due course and for
consideration or value as shown by the established facts of the case.
Admittedly, petitioner became the holder of the cashier's check as
endorsed by Alexander Lim who stole the check. He refused to say how
and why it was passed to him. He had therefore notice of the defect of his
title over the check from the start. The holder of a cashier's check who is
not a holder in due course cannot enforce such check against the issuing
bank which dishonors the same. A person who became the holder of a
Sec. 53
Sec. 143
Sec. 83
Sec. 149
1.
Sec. 47
Sec. 5
a.
b.
Regular It is regular upon its face when it does not contain any material
alterations or if there are, they are not apparent or visible on the face of the
instrument.
c.
3.
16
Sec. 53. When person not deemed holder in due course. - Where an
instrument payable on demand is negotiated on an unreasonable length of time
after its issue, the holder is not deemed a holder in due course.
cashier's check as endorsed by the person who stole it and who refused to
say how and why it was passed to him is not a holder in due course
C.
16
check in his possession and why he was using it for the payment of his
own personal account show that holder's title was defective or
suspicious, to say the least. As holder's title was defective or suspicious, it
cannot be stated that the payee acquired the check without knowledge of
said defect in holder's title, and for this reason the presumption that it is a
holder in due course or that it acquired the instrument in good faith does
not exist. And having presented no evidence that it acquired the check in
good faith, it (payee) cannot be considered as a holder in due course. In
other words, under the circumstances of the case, instead of the
presumption that payee was a holder in good faith, the fact is that it
acquired possession of the instrument under circumstances that should
have put it to inquiry as to the title of the holder who negotiated the
check to it. The burden was, therefore, placed upon it to show that
notwithstanding the suspicious circumstances, it acquired the check in
actual good faith. In the case at bar as the payee acquired the
check under circumstances which should have put it to inquiry,
why the holder had the check and used it to pay his own personal
account, the duty devolved upon it, plaintiff-appellee, to prove
that it actually acquired said check in good faith. The stipulation of
facts contains no statement of such good faith, hence, plaintiff payee has
not proved that it acquired the check in good faith and may not be
deemed a holder in due course thereof. It was payee's duty to ascertain
from the holder Manuel Gonzales what the nature of the latter's title to the
check was or the nature of his possession. Having failed in this respect,
we must declare that plaintiff-appellee was guilty of gross neglect in not
finding out the nature of the title and possession of Manuel Gonzales,
amounting to legal absence of good faith, and it may not be considered as
a holder of the check in good faith. To such effect is the consensus of
authority
Sec. 55
Sec. 56
Sec. 57
Sec. 54: M makes a note for P100,000 payable to the order of P, P indorsed it
Good Faith
a bank; and
(c) The act of crossing the check serves as warning to the holder that the check
has been issued for a definite purpose so that he must inquire if he has
received the check pursuant to that purpose, otherwise, he is not a holder in
due course. (State Investment House Inc. vs. CA; Bataan Cigar and Cigarette
Factory vs. CA)
VICENTE DE OCAMPO & CO. VS. ANITA GATCHALIAN (GR No. L15126 ;Nov. 30, 1961) Facts:
Herein defendants issued a check
amounting to P600 to one Manuel Gonzales, who represented himself as
authorized by the owner of the car, Ocampo Clinic, which will be shown to
the owner as evidence of defendants good faith in the intention to
purchase the said car. Without knowledge of this transaction, plaintiff
received from Gonzales the subject check for the payment of the
hospitalization of his wife. On the failure of Gonzales to appear the day
following, to bring the car and its certificate of registration and to return
the check on the following day as previously agreed upon, defendant
Gatchalian issued a "Stop Payment Order" on the check, with the drawee
bank. The CFI of Manila then ordered defendants to pay the plaintiff the
sum of P600 with legal interest until paid. In this action, defendants seek
to recover the value of the check, contending that plaintiff is not a holder
in due course. ISSUE: WON plaintiff is a holder in due course? HELD:
Under the Negotiable Instruments Law, Section 52 (c) provides that a
holder in due course is one who takes the instrument "in good faith and
for value;" Section 59, "that every holder is deemed prima facie to be a
holder in due course;" and Section 52 (d), that in order that one may be a
holder in due course it is necessary that "at the time the instrument was
negotiated to him "he had no notice of any . . . defect in the title of the
person negotiating it;" and lastly Section 59, that every holder is
deemed prima facie to be a holder in due course. In the case at bar the
rule that a possessor of the instrument is prima facie a holder in due
course does not apply because there was a defect in the title of the holder
(Manuel Gonzales), because the instrument is not payable to him or to
bearer. On the other hand, the stipulation of facts indicated by the
appellants in their brief, like the fact that the drawer had no account with
the payee; that the holder did not show or tell the payee why he had the
17
17
CELY YANG VS. CA (GR No. 138074; Aug. 15, 2003) Cely Yang and
Prem Chandiramani were to exchange dollar drafts and checks with the
difference to be divided equally as their profit. Chandiramani did not
appear at the rendezvous and Ranigo, Yangs representative, allegedly lost
the two cashiers checks and the dollar draft bought by petitioner. Ranigo
reported the alleged loss of the checks and the dollar draft to Liong.
Liong, in turn, informed Yang, and the loss was then reported to the
police. The checks and the dollar draft were not lost because
Chandiramani was able to get hold of said instruments, without delivering
the exchange consideration consisting of the PCIB managers check and
the Hang Seng Bank dollar draft. Yang requested FEBTC and Equitable to
stop payment on the instruments she believed to be lost. Both banks
complied with her request, but upon the representation of PCIB, FEBTC
subsequently lifted the stop payment order on FEBTC Dollar Draft No.
4771. Yang lodged a Complaint for injunction and damages against
Equitable, Chandiramani, and David (payee of the subject checks). The
Court rendered judgment in favor of defendant Fernando David against
the plaintiff Cely Yang and declaring the former entitled to the proceeds of
the two (2) cashiers checks. ISSUE: WON Fernando David is a holder in
due course? HELD: Yes. Petitioner fails to point any circumstance which
should have put David on inquiry as to the why and wherefore of the
possession of the checks by Chandiramani. David was not privy to the
transaction between petitioner and Chandiramani. Instead, Chandiramani
and David had a separate dealing in which it was precisely Chandiramanis
duty to deliver the checks to David as payee. The evidence shows that
Chandiramani performed said task to the letter. Petitioner admits that
David took the step of asking the manager of his bank to verify from
FEBTC and Equitable as to the genuineness of the checks and only
accepted the same after being assured that there was nothing wrong with
said checks. At that time, David was not aware of any "stop payment"
order. Under these circumstances, David thus had no obligation to
ascertain from Chandiramani what the nature of the latters title to the
checks was, if any, or the nature of his possession. Thus, we cannot hold
him guilty of gross neglect amounting to legal absence of good faith,
absent any showing that there was something amiss about Chandiramanis
acquisition or possession of the checks. David did not close his eyes
deliberately to the nature or the particulars of a fraud allegedly committed
by Chandiramani upon the petitioner, absent any knowledge on his part
that the action in taking the instruments amounted to bad faith. Moreover,
the factual circumstances in De Ocampo and in Bataan Cigar are not
present in this case. For here, there is no dispute that the crossed
checks were delivered and duly deposited by David, the payee
18
18
Sec. 53
Sec. 59
E.
Sec. 57. Rights of a holder in due course. A holder in due course (1) holds
the instrument free from any defect of title of prior parties, and free
from defenses available to prior parties among themselves, and (2)
may enforce payment of the instrument for the full amount thereof against
all parties liable thereon (emphasis supplied)
1.
Sec. 58. When subject to original defense. - In the hands of any holder
SALAS VS. CA (G.R. No. 76788 January 22, 1990) - Juanita Salas
(Petitioner) bought a motor vehicle from the Violago Motor Sales
Corporation (VMS) as evidenced by a promissory note. This note was
subsequently endorsed to Filinvest Finance & Leasing Corporation (private
respondent) which financed the purchase. Petitioner defaulted in her
installments allegedly due to a discrepancy in the engine and chassis
numbers of the vehicle delivered to her and those indicated in the sales
invoice, certificate of registration and deed of chattel mortgage, which fact
she discovered when the vehicle figured in an accident. This failure to pay
prompted private respondent to initiate an action for a sum of money
against petitioner before the Regional Trial Court. ISSUE: WON private
respondent is a holder in due course? HELD: YES. The Promissory Note
was negotiated by indorsement in writing on the instrument itself payable
to the Order of Filinvest Finance and Leasing Corporation and it is an
indorsement of the entire instrument. Under the circumstances, there
appears to be no question that Filinvest is a holder in due course, having
taken the instrument under the following conditions: [a] it is complete and
regular upon its face; [b] it became the holder thereof before it was
overdue, and without notice that it had previously been dishonored; [c] it
took the same in good faith and for value; and [d] when it was negotiated
to Filinvest, the latter had no notice of any infirmity in the instrument or
defect in the title of VMS Corporation. Accordingly, respondent
corporation holds the instrument free from any defect of title of
prior parties, and free from defenses available to prior parties
among themselves, and may enforce payment of the instrument
for the full amount thereof. This being so, petitioner cannot set
up against respondent the defense of nullity of the contract of
sale between her and VMS.
STATE INVESTMENT HOUSE VS. CA (GR No. ; July 13, 1989) New
Sikatuna Wood Industries, Inc. requested for a loan from Chua. The latter
agreed to grant the same subject to the condition that the former should
wait until December 1980 when he would have the money. In view of this
agreement, private respondent Chua issued three (3) "crossed checks"
payable to New Sikatuna Wood Industries, Inc. all postdated December
22, 1980. Subsequently, New Sikatuna entered into an agreement with
herein petitioner State Investment House, Inc. whereby New Sikatuna
assigned and discounted with petitioner eleven (11) postdated checks
including the aforementioned three (3) postdated checks issued by Chua.
19
19
PRUDENCIO VS. CA (GR No.; July 14, 1986) In 1955, Concepcion and
Tamayo Construction Enterprise had a contract with the Bureau of Public
Works. The firm needed fund to push through with the contract so it
convinced spouses Eulalio and Elisa Prudencio to mortgage their parcel of
land with the Philippine National Bank for P10,000.00. Prudencio, without
consideration, agreed and so he mortgaged the land and executed a
promissory note for P10k in favor of PNB. Prudencio also authorized PNB
to issue the P10k check to the construction firm. In December 1955, the
firm executed a Deed of Assignment in favor of PNB which provides that
any payment from the Bureau of Public Works in consideration of work
done (by the firm) so far shall be paid directly to PNB this will also
ensure that the loan gets to be paid off before maturity. Notwithstanding
the provision in the Deed of Assignment, the Bureau of Public Works
asked PNB if it can make the payments instead to the firm because the
firm needs the money to buy construction materials to complete the
project. Notwithstanding the provision of the Deed of Assignment, PNB
agreed. And so the loan matured without PNB actually receiving any
payment from the Bureau of Public Works. Prudencio, upon learning that
no payment was made on the loan, petitioned to have the mortgage
cancelled (to save his property from foreclosure). The trial court ruled
against Prudencio; the Court of Appeals affirmed the trial court. ISSUE:
WON Prudencio should pay the promissory note to PNB? HELD: No. PNB
is not a holder in due course. Prudencio is an accommodation party for he
signed the promissory note as maker but he did not receive value or
consideration therefor. He expected the firm (accommodated party) to pay
the loan this obligation was shifted to the Bureau of Public Works by
way of the Deed of Assignment). As a general rule, an accommodation
party is liable on the instrument to a holder for value/in due course,
notwithstanding such holder at the time of taking the instrument knew
him to be only an accommodation party. The exception is that if the
holder, in this case PNB, is not a holder in due course. The court finds
that PNB is not a holder in due course because it has not acted in
good faith when it waived the supposed payments from the
Sec. 51
Sec. 58
G.
Sec. 58: does not apply to a holder who repurchased the instrument either
I.
SHELTER RULE
Sec. 58. When subject to original defense. - In the hands of any holder
20
20
CHARLES FOSSUM VS. FERNANDEZ HERMANOS (GR No. L-19461) Herein petitioner was the resident agent in Manila of the American Iron
Products Company, Inc. (AIPCI), engaged in business in New York City,
while Fernandez Hermanos is a general commercial partnership engaged
in business in the Philippines. Fossum, acting as agent of AIPCI, procured
an order from respondent to deliver a tail shaft, to be installed on the ship
Romulus. It was stipulated that the tail shaft would be in accordance with
the specifications contained in a blueprint given to Fossum and that the
shaft should be shipped from New York in March or April 1920. The
manufacture and shipment of the shaft was delayed considerably.
Meanwhile AIPCI had drawn a time draft for $2250, at 60 days, upon
Fernandez Hermanos, for the price of the shaft, and payable to Philippine
National Bank (PNB). It was presented to Fernandez Hermanos for
acceptance, and was accepted by the firm according to its tenor.
Subsequently, the shaft was found not to be in conformity with the
specifications and was incapable of use for its intended purpose. Upon
discovering this, Fernandez Hermanos refused to pay the draft, and it
remained for a time dishonored in PNB Manila. Later the bank indorsed
the draft in blank, without consideration, and delivered it to Fossum, who
then instituted this action against Fernandez Hermanos. The trial court
held that the consideration for the draft and for its acceptance by
Fernandez Hermanos has completely failed and no action whatever can be
maintained on the instrument by AIPCI, or by any other person against
whom the defense of failure of consideration is available. ISSUE: WON
Fossum is a holder in due course, such that an action can be maintained
on the instrument? HELD: NO. Fossum is far from being a holder in due
course. He was himself a party to the contract which supplied the
consideration for the draft, albeit acting in a representative capacity. Also,
he procured the instrument to be indorsed by the bank and delivered to
himself without the payment of value, after it was overdue, and with full
notice that, as between the original parties, the consideration had
completely failed. Under these circumstances, recovery on the draft is out
of the question. He calls attention, however, to the familiar rule that a
person who is not himself a holder in due course may yet recover against
the person primarily liable where it appears that such holder derives his
title through a holder in due course. There is not a line of proof tending to
show that the bank itself was ever a holder in due course. It was
incumbent on Fossum to show that the bank was a holder in due course,
and can have no assistance from the presumption expressed in sec 59 of
NIL, to the effect that every holder is deemed prima facie to be a holder in
due course. This presumption arises only in favor of a person who is a
holder in the sense defined in sec 191 of NIL, that is, a payee or indorsee
who is in possession of the draft, or the bearer thereof. Under this
definition, in order to be a holder, one must be in possession of the note
or the bearer thereof. (Night & Day Bank vs. Rosenbaum) If this action
had been instituted by the bank itself, the presumption that the bank was
a holder in due course would have arisen from the tenor of the draft and
the fact that it was in the bank's possession; but when the instrument
passed out of the possession of the bank and into the possession of
Fossum, no presumption arises as to the character in which the bank held
the paper. The bank's relation to the instrument became past history
when it delivered the document to Fossum; and it was incumbent upon
him to show that the bank had in fact acquired the instrument for value
and under such conditions as would constitute it a holder in due course.
Moreover, Fossum personally made the contract which constituted the
consideration for the draft. He was therefore a party in fact, if not in law,
to the transaction giving origin to the instrument; and it is difficult to see
how he could strip himself of the character to agent with respect to the
origin of the contract and maintain this action in his own name where his
principal could not. An agent who actually makes a contract, and who has
notice of all equities emanating therefrom, can stand on no better footing
than his principal with respect to commercial paper growing out of the
B.
Sec. 121
Bills in Set involve one bill although drawn in set. The problem arises when
different parts of the set are negotiated to separate persons who are holders in
due course.
Sec. 178
Sec. 179
Sec. 180
Sec. 181
V.
A.
Sec. 68
Sec. 70
Sec. 89
Sec. 118
Sec. 119
Sec. 120
Sec. 184
21
Secondary
General Indorsers
Drawer and Indorsers
Sec. 151
(a) Where it is payable to the order of a third person and has been
paid by the drawer; and
(b) Where it was made or accepted for accommodation and has
been paid by the party accommodated.
Order in which indorsers are liable. see liability of indorsers
Effect of want of demand on principal debtor. - Presentment
for payment is not necessary in order to charge the person
primarily liable on the instrument; but if the instrument is, by its
terms, payable at a special place, and he is able and willing to pay
it there at maturity, such ability and willingness are equivalent to a
tender of payment upon his part. But except as herein otherwise
provided, presentment for payment is necessary in order to charge
the drawer and indorsers
To whom notice of dishonor must be given. - Except as
herein otherwise provided, when a negotiable instrument has been
dishonored by non-acceptance or non-payment, notice of dishonor
must be given to the drawer and to each indorser, and any drawer
or indorser to whom such notice is not given is discharged
When protest need not be made; when must be made. Where any negotiable instrument has been dishonored, it may be
protested for non-acceptance or non-payment, as the case may
be; but protest is not required except in the case of foreign bills of
exchange.
Instrument; how discharged. - A negotiable instrument is
discharged:
(a) By payment in due course by or on behalf of the principal
debtor;
(b) By payment in due course by the party accommodated, where
the instrument is made or accepted for his accommodation;
(c) By the intentional cancellation thereof by the holder;
(d) By any other act which will discharge a simple contract for the
payment of money;
(e) When the principal debtor becomes the holder of the
instrument at or after maturity in his own right.
discharged:
(a) By any act which discharges the instrument;
(b) By the intentional cancellation of his signature by the holder;
(c) By the discharge of a prior party;
(d) By a valid tender or payment made by a prior party;
(e) By a release of the principal debtor unless the holder's right of
recourse against the party secondarily liable is expressly reserved;
(f) By any agreement binding upon the holder to extend the time
of payment or to postpone the holder's right to enforce the
instrument unless made with the assent of the party secondarily
liable or unless the right of recourse against such party is
expressly reserved.
Promissory note, defined. - A negotiable promissory note
within the meaning of this Act is an unconditional promise in
writing made by one person to another, signed by the maker,
engaging to pay on demand, or at a fixed or determinable future
time, a sum certain in money to order or to bearer. Where a note
is drawn to the maker's own order, it is not complete until
indorsed by him,
Rights of holder where bill not accepted. - When a bill is
dishonored by nonacceptance, an immediate right of recourse
against the drawer and indorsers accrues to the holder and no
presentment for payment is necessary
21
C.
The primary and secondary liability makes the parties liable to pay the sum
certain in money stated in the instrument. While warranties are affirmations
of fact on the part of the parties that impose no direct obligation to pay in the
absence of breach thereof.
In case of breach of warranties, the person who breached the same may (1)
either be liable; or (2) he may be barred from asserting a particular defense.
Unlike secondary liability which requires a notice of dishonor, an action based
on breach of warranty is not so conditioned, the latter occurring as it does at
the time of the transfer, may be brought at any time.
D.
1.
genuine and in all respects what it purports to be. Having indorsed the
checks to respondent bank, petitioner is deemed to have given the
warranty prescribed in Section 66 of the NIL that every single one of those
checks "is genuine and in all respects what it purports to be."
c.
Acceptor it is only from the moment the drawee accepts the bill or
certifies the check that the drawee becomes primarily liable. (see Sec.
127). He becomes liable to the holder by his unconditional acceptance
(Westminster Bank vs. Torres & K. Nassor, Inc., GR No. L-38139; Oct. 27,
1932)
Drawer secondary liability. But the drawer may insert in the instrument
an express stipulation negativing or limiting is own liability to the holder
Sec. 62
b.
Sec. 127
22
Sec. 143
Sec. 164
Sec. 165
Sec. 189
22
ordering Hyndman, Tavera & Ventura (HTV) to pay PNB for the amount
used to purchase bales of tobacco and Picornells commission. HTV later
on accepted the bill, and re-accepted it after the requested extension.
However, the bill was not paid upon maturity, HTV arguing that the quality
of the bales of tobacco fell short of what was expected. ISSUE: WON HTV
is still liable on the instrument considering that the bales of tobacco
delivered were of poor quality? HELD: Yes. The question of whether or
not the tobacco was worth the value of the bill, does not concern the
plaintiff bank. Such partial want of consideration, if it was, does not exist
with respect to the bank which paid to Picornell the full value of said bill of
exchange. The bank was a holder in due course, and was such for value
and complete. The HTV company cannot escape liability in view of Sec. 28
of the Negotiable Instruments Law.
indorsee, and also to the drawer himself. But the drawer and
acceptor are the immediate parties to the consideration, and if the
acceptance be without consideration, the drawer cannot recover of
the acceptor. The payee holds a different relation; he is a stranger to
the transaction between the drawer and the acceptor, and is,
therefore, in a legal sense a remote party. In a suit by him against
the acceptor, the question as to the consideration between the
drawer and the acceptor cannot be inquired into. The payee or
holder gives value to the drawer, and if he is ignorant of the equities
between the drawer and the acceptor, he is in the position on a bona
fide indorsee. Hence, it is no defense to a suit against the acceptor of
a draft which has been discounted, and upon which money has been
advance by the plaintiff, that the draft was accepted or the
accommodation of the drawer. . . . (3 R. C. L., pp. 1143, 1144, par,
358.)
Payment Without Acceptance
PNB VS. CA (GR No. L-26001; Oct. 29, 1968) Agusto Lim deposited
GSIS check no. 645915-B with respondent bank Philippine Commercial and
Industrial Bank, who in turn submitted said check to PNB, through Central
Bank, for clearing which the latter paid. Upon demand of GSIS that the
signatures of its officers on the check were forged, PNB re-credited the
account of GSIS. PNB requested reimbursement from PCIB, the latter
refused. Hence, the present action. ISSUE: WON prior acceptance before
payment is required in the case of checks? HELD: No. In general,
"acceptance", in the sense in which this term is used in the Negotiable
Instruments Law is not required for checks, for the same are payable on
demand. Indeed, "acceptance" and "payment" are, within the purview of
said Law, essentially different things, for the former is "a promise to
perform an act," whereas the latter is the "actual performance" thereof.
In the words of the Law, "the acceptance of a bill is the signification by
the drawee of his assent to the order of the drawer," which, in the case of
checks, is the payment, on demand, of a given sum of money. Upon the
other hand, actual payment of the amount of a check implies not only an
assent to said order of the drawer and a recognition of the drawer's
obligation to pay the aforementioned sum, but, also, a compliance with
such obligation. Sec. 62 of the NIL is applicable to a drawee who
pays a bill without having previously accepted it.
d.
PEOPLE VS. MANIEGO (G.R. No. L-30910 February 27, 1987) - Accused
Julia T. Maniego was indicted, together with Rizalino Ubay and Milagros
Pamintuan, for Malversation, by drawing checks. Maniego was acquitted in
the absence of evidence against her but ordered to pay jointly and
severally the amount of P57,434.50 to the government. Maniego sought
reconsideration of the judgment, praying that she be absolved from civil
liability or, at the very least, that her liability be reduced. The Court
declined to negate her civil liability, but did reduce the amount. She
appealed. ISSUE: WON Maniego could properly be held civilly liable after
her acquittal? HELD: Yes. Appellant's contention that as mere indorser,
she may not be made liable on account of the dishonor of the checks
indorsed by her, is untenable. Under the law, the holder or last
indorsee of a negotiable instrument has the right to "enforce
payment of the instrument for the full amount thereof against all
parties liable thereon." Among the "parties liable thereon" is an
indorser of the instrument i.e., "a person placing his signature upon an
instrument otherwise than as maker, drawer, or acceptor ** unless he
clearly indicates by appropriate words his intention to be bound in some
other capacity. Such an indorser "who indorses without qualification,"
inter alia "engages that on due presentment, ** (the instrument) shall be
accepted or paid, or both, as the case may be, according to its tenor, and
that if it be dishonored, and the necessary proceedings on dishonor be
duly taken, he will pay the amount thereof to the holder, or to any
subsequent indorser who may be compelled to pay it."
Indorsers
Sec. 63
Sec. 68
Qualified Indorser
General Indorser
(a) The matters and things mentioned in subdivisions (a), (b), and (c) of the
next preceding section (sec. 65 warranties of a person negotiating by delivery
or by qualified indorsement); and
(b) That the instrument is, at the time of his indorsement, valid and subsisting;
(a) That the instrument is genuine and in all respects what it purports to
be;
(b) That he has a good title to it;
(c) That all prior parties had capacity to contract;
(d) That he has no knowledge of any fact which would impair the validity
of the instrument or render it valueless.
23
But when the negotiation is by delivery only, the warranty extends in favor
of no holder other than the immediate transferee.
23
that the holder for value is not a holder in due course merely because at
the time he acquired the instrument, he knew that the indorser was only
an accommodation party.
f.
Other Cases
Irregular Indorser is a person, not otherwise a party to an
instrument, who placed thereon his signature in blank before delivery or a
person who indorses the instrument in an unusual, singular or peculiar
manner. If an instrument payable to A, but at the back has B as the first
indorser, B is an irregular indorser.
24
24
RN CLARK VS. GEORGE SELLNER (GR No. 16477; Nov. 22, 1921) Herein defendant, together with two other persons, signed a note in favor
of the plaintiff which stipulates that six months after date of the same, the
former shall pay the latter the sum of P12,000 with interest at rate of 10%
per annum from date until paid, payable quarterly. The note matured, but
its amount was not paid. Counsel for the defendant allege that the latter
did not receive in that transaction either the whole or any part of the
amount of the debt; that the instrument was not presented to the
defendant for payment; and that the defendant, being an accommodation
party, is not liable unless the note is negotiated, which was not done, as
shown by the evidence. ISSUE: WON defendant is liable given the
defenses raised by him? HELD: The liability of the defendant, as one of
the signers of the note, is not dependent on whether he has, or has not,
received any part of the amount of the debt. The defendant is really and
expressly one of the joint and several debtors on the note, and as such he
is liable under the provisions of Sec. 70 of NIL. As provided in Sec. 70 of
the said law, as to presentment for payment, such action is not necessary
in order to charge the person primarily liable, as is the defendant. And as
to whether or not the defendant is an accommodation party, it should be
taken into account that by putting his signature to the note, he lent his
name, not to the creditor, but to those who signed with him placing
himself with respect to the creditor in the same position and with the
same liability as the said signers. It should be noted that the phrase
"without receiving value therefor," as used in section 29 of the
aforesaid Act, means "without receiving value by virtue of the
instrument" and not, as it apparently is supposed to mean,
"without receiving payment for lending his name." If, as in the
instant case, a sum of money was received by virtue of the note, it is
immaterial, so far as the creditor is concerned, whether one of the singers
has, or has not, received anything in payment of the use of his name. In
reality the legal situation of the defendant in this case may properly be
regarded as that of a joint surety rather than that of an accommodation
party. The defendant, as a joint surety, may, upon the maturity of the
note, pay the debt, demand the collateral security and dispose of it to his
benefit; but there is no proof whatever that this was done. As to the
plaintiff, he is the "holder for value," under the phrase of said section 29,
for he had paid the money to the signers at the time the note was
executed and delivered to him.
TOWN SAVINGS & LOAN BANK VS. CA (GR No. 106011; June 17,
1993) - Spouses Hipolito applied for and was granted a loan by the bank,
which was secured by a promissory note. For failure to pay their monthly
payments, they were declared in default. The spouses denied having any
liability. They stated that the real party-in-interest is the sister of the
husband, Pilarita Reyes. The spouses, not having received part of the
loan, were mere guarantors of Reyes. As such, they protested against
being dragged into the litigation. The trial court held that they were liable
as accommodation parties to the promissory note. This was reversed by
the Court of Appeals. ISSUE: WON Respondent spouses are liable on the
promissory note which they executed in favor of the petitioner? HELD:
Yes. In lending his name to the accommodated party, the accommodation
party is in effect a surety for the latter. He lends his name to enable the
accommodated party to obtain credit or to raise money. He receives no
part of the consideration for the instrument but assumes liability to the
other parties thereto because he wants to accommodate another. In the
case at bar, it is indisputable that the spouses signed the promissory note
to enable Reyes to secure a loan from the bank. She was the actual
beneficiary of the loan and the spouses accommodated her by signing the
note. Unlike in the Maulini case, there was no agreement here, written or
verbal, that in signing the promissory note, the spouses were acting as
agents for the money lender, the Bank. The consideration of the note
signed by the Hipolitos was received by them through Pilarita. They acted
as agents of Pilarita, not the Bank. They signed the promissory note as a
favor to Pilarita, to help her raise the funds that she needed. It was
Pilarita whom they accommodated, not the bank, contrary to the
erroneous finding of the appellate court.
Pay note to the order of Don Fernando Maulini, value received. Manila, June 5, 1912.
(Sgd.) A.G. Serrano.
25
25
Sec. 19
Sec. 20
Sec. 21
equitable defenses) may be raised only against holders who are not holders in
due course which are brought out of conduct of persons and makes it
inequitable to impose payment.
Professor William Britton: In the main, real defenses are those wherein the
facts disclose an absence of one or more of the essential elements of a
contract, or where the admitted contract is vitiated for all purposes for reasons
of public policy. Personal defenses are those wherein the facts present a true
contract but where, for various reasons, such as fraud, duress, mistake, prior
breach of contract by the holder, discharge before maturity, and the like, the
defendant is excused from his obligation to perform.
Defenses distinguished from EQUITIES OF OWNERSHIP: the latter is
raised by persons who may have legal claim over the instrument. They have
different purposes, one is to claim the instrument and the other to resist a
claim for payment. For example, the person from whom a bearer instrument
was stolen may claim the instrument from a holder who is not in due course
because of his equity of ownership. He may also resist the claim of a holder not
in due course by raising the defense of non-delivery.
Want of authority
Prescription
Discharge in Insolvency
By way of EXCEPTION, the following persons who did not sign in their
own names, or persons whose signatures do appear in the instrument
itself, are still liable:
1.
2.
3.
4.
5.
6.
B.
1.
8.
Persons who negotiate by mere delivery. They are liable for breach of
warranty although they did not sign. (Sec. 65)
(see p. 12);
Real Defenses may be raised against all holders even against a holder in due
course and attaches to the instrument itself. Personal Defenses (also called
26
REAL DEFENSES
MINORITY AND ULTRA VIRES ACTS
a.
Minor the defense of minority is real and may be enforced against all
holders but is only available to the minor himself.
b.
Ultra Vires Acts are acts done beyond the power conferred upon a
corporation by law and such want of authority may be raised as a real
defense but the negotiation of the corporation may pass title to the
instrument.
ATRIUM MANAGEMENT VS. CA (supra, p. 15) ISSUE: WON the
issuance of the checks were ultra vires? HELD: No. the act of issuing the
checks was well within the ambit of a valid corporate act, for it was for
securing a loan to finance the activities of the corporation, hence, not an
ultra vires act. An ultra vires act is one committed outside the object for
which a corporation is created as defined by the law of its organization
and therefore beyond the power conferred upon it by law" The term "ultra
vires" is "distinguished from an illegal act for the former is merely voidable
which may be enforced by performance, ratification, or estoppel, while the
latter is void and cannot be validated.
VI. DEFENSES
A.
Illegal Consideration
Non-delivery of Complete Instrument
7.
PERSONAL DEFENSE
Failure or Absence of Consideration
26
2.
Sec. 15
1.
See under p. 9
2.
3.
a.
b.
c.
3.
4.
c.
SALAS VS. CA (supra, p. 19) ISSUE: WON VMS fraud in the conduct
of its business, specifically in the delivery of a defective truck, would
release petitioner-maker from paying First Finance the amount stated in
the note? HELD: No. The note was a negotiable instrument and was
validly negotiated to private respondent who is a holder in due course and
as such holds the instrument free from defenses available to prior parties
among themselves. This being so, petitioner cannot set up against
respondent the defense of nullity of the contract of sale between her and
VMS.
4.
1.
2.
PRUDENCIO VS. CA (supra, p. 19) - The court finds that PNB is not a
holder in due course because it has not acted in good faith when it waived
the supposed payments from the Bureau of Public Works contrary to the
Deed of Assignment. Had the Deed been followed, the loan would have
been paid off at maturity.
3.
4.
Sec. 23. Forged signature; effect of. - When a signature is forged or made
without the authority of the person whose signature it purports to be, it is
wholly inoperative, and no right to retain the instrument, or to give a discharge
therefor, or to enforce payment thereof against any party thereto, can be
acquired through or under such signature, unless the party against whom it is
sought to enforce such right is precluded from setting up the forgery or want of
authority
A forged signature, whether it be that of the drawer, maker, payee or any
other party, is wholly inoperative and no one can gain title to the instrument
through such forged signature against parties prior to the forgery.
b.
a.
27
H can collect from M since the liability remains that he will pay the
bearer of the instrument.
P, A and B cannot be liable since under Sec. 40, they will only be
liable to those who can trace their title to the indorsments,
notwithstanding the fact that Bs signature was forged.
If, however C indorsed it to H, a holder in due course, the latter
may recover from A considering that he can trace his title to A. But
B, whose signature was forged, may raise the defense of forgery
even against a holder in due course.
If H is not a holder in due course, M, A and B may raise the
defense of non-delivery of a complete instrument as a defense.
d.
e.
27
f.
g.
2.
3.
CA);
4.
REPUBLIC BANK VS. EBRADA (GR No. L-40769; July 31, 1975) - This is a
case of what appeared to be an indorsed check by one Martin Lorenzo who
turned out to be dead since 1952. The forged signature of the deceased
appeared at the dorsal portion of the check indorsed in favor of one Ramon
Lorenzo. From Ramon Lorenzo the same was indorsed to one Delia
Dominguez and then from Dominguez to herein respondent Ebrada.
Subsequently, Ebrada encashed the same in 1963 at herein petitioner
Republic Bank's main office in Escolta. Upon informing petitioner Republic
Bank, however, that the payee's (Lorenzo) indorsement was a forgery, the
Bureau of Treasury requested the Bank to refund them the amount given to
Ebrada. The Bank sued Ebrada upon the latters refusal to return the money
of the forged check. ISSUE: WON Ebrada is liable to return the money paid
to him by Republic Bank subject of a forged check and may the petitioner
recover the proceeds given? HELD: It is clear from the provision of Section
23 of the NIL that where the signature on a negotiable instrument if forged,
the negotiation of the check is without force or effect. But does this mean
that the existence of one forged signature therein will render void all the
other negotiations of the check with respect to the other parties whose
signature are genuine? No. Applying the principle of Beam vs. Farrel, 135
Iowa 670, 113 N.W. 590, it can be safely concluded that it is only the
negotiation predicated on the forged indorsement that should be declared
inoperative. This means that the negotiation of the check in question from
Martin Lorenzo, the original payee, to Ramon R. Lorenzo, the 2nd indorser,
should be declared of no effect, but the negotiation of the aforesaid check
from Ramon R. Lorenzo to Adelaida Dominguez, the 3 rd indorser, and from
Adelaida Dominguez to the defendant-appellant who did not know of the
forgery, should be considered valid and enforceable, barring any claim of
forgery. Being the last indorser, however, Ebrada warrants that she has good
title to the check subject of this action. The petitioner, drawee of the check
can recover from the holder [Ebrada] the money paid to the latter on a
forged instrument. It is not supposed to be its duty to ascertain whether the
signatures of the payee or indorsers are genuine or not. This is because the
indorser is supposed to warrant to the drawee that the signatures of the
payee and previous indorsers are genuine, warranty not extending only to
holders in due course. Ebrada, upon receiving the check in question from
Dominguez, was duty-bound to ascertain whether the check in question was
genuine before presenting it to plaintiff Bank for payment. Indorsers own
credulity or recklessness or misplaced confidence was the sole
cause of the loss. Why should he be permitted to shift the loss due
to his own fault in assuming the risk, upon the drawee, simply
because of the accidental circumstance that the drawee afterwards
failed to detect the forgery when the check was presented for
payment.
(Republic Bank vs. Ebrada; BDO vs. EBC; Traders Royal Bank
vs. RPN);
In other cases, the collecting bank and the drawee bank were
made to share in the liability because of the relative
negligence that they exhibited (BPI vs. CA);
Recourse of Collecting Bank the collecting bank may recover
from its depositor who had not given value for the money paid to
him.
ASSOCIATED BANK VS. CA (GR No. 107382; 107612; Jan. 31, 1996)
The Province of Tarlac maintains a current account with the Philippine
National Bank where the provincial funds are deposited. A portion of the
funds of the province is allocated to the Concepcion Emergency Hospital.
The allotment checks for said government hospital are drawn to the order of
"Concepcion Emergency Hospital, Concepcion, Tarlac" or "The Chief,
Concepcion Emergency Hospital, Concepcion, Tarlac. It was later discovered
that the hospital did not receive several allotment checks drawn by the
Province. After the checks were examined, it was learned that 30 checks
were encashed by one Fausto Pangilinan, with the Associated Bank acting as
collecting bank. It turned out that Fausto Pangilinan, who was the
administrative officer and cashier of payee hospital, collected the questioned
checks from the office of the Provincial Treasurer claiming to be assisting or
helping the hospital on the release of the checks. To encash the checks, he
forged the signature of Dr. Adena Canlas chief of the payee hospital. All the
checks bore the stamp of Associated Bank which reads "All prior
endorsements guaranteed ASSOCIATED BANK." The Provincial Treasurer
sought to recover from PNB various amounts debited from the current
account of the Province. In turn, PNB demanded reimbursement from the
Associated Bank who refused to pay interposing the defense of forgery.
ISSUE: WON Associated Bank (collecting bank) may interpose the real
defense of forgery against PNB (drawee bank) as to bar recovery by the
latter? HELD: NO. Where the instrument is payable to order at the time of
the forgery, such as the checks in this case, the signature of its rightful
holder (here, the payee hospital) is essential to transfer title to the same
instrument. When the holder's indorsement is forged, all parties prior
to the forgery may raise the real defense of forgery against all
parties subsequent thereto. An indorser of an order instrument
warrants "that the instrument is genuine and in all respects what it
purports to be; that he has a good title to it; that all prior parties
had capacity to contract; and that the instrument is at the time of
his indorsement valid and subsisting." He cannot interpose the defense
that signatures prior to him are forged. A collecting bank where a check is
deposited and which indorses the check upon presentment with the drawee
bank, is such an indorser. So even if the indorsement on the check deposited
by the bank's client is forged, the collecting bank is bound by his warranties
as an indorser and cannot set up the defense of forgery as against the
drawee bank. The loss incurred by drawee bank-PNB can be passed on to
the collecting bank-Associated Bank which presented and indorsed the
checks to it. Associated Bank can, in turn, hold the forger, Fausto Pangilinan,
liable. The drawee bank is not similarly situated as the collecting bank
because the former makes no warranty as to the genuineness of any
indorsement. The drawee bank's duty is but to verify the genuineness of the
drawer's signature and not of the indorsement because the drawer is its
client.
GEMPESAW VS. CA (supra, p. 14) - Under Sec. 23 of the Negotiable
Instruments Law, a forged signature is wholly inoperative, no one
28
28
MWSS VS. CA (GR No. L-62943; July 14, 1986) - 23 checks were deposited
by the payees Dizon, Sison and Mendoza in their respective current accounts
with the PCIB and PBC. Thru the Central Bank Clearing, these checks were
presented for payment by PBC and PCIB to the defendant PNB, and were
paid. At the time of their presentation to PNB, these checks bear the
standard indorsement which reads 'all prior indorsement and/or lack of
endorsement guaranteed.' Subsequent investigation however, conducted by
the NBI showed that Raul Dizon, Arturo Sison and Antonio Mendoza were all
fictitious persons. NWSA addressed a letter to PNB requesting the immediate
restoration to its Account No. 6, of the total sum of P3,457,903.00
corresponding to the total amount of these twenty-three (23) checks claimed
by NWSA to be forged and/or spurious checks. ISSUE: WON THE DRAWEE
exerts due diligence and care in preventing such faulty discharge. Forgeries
often deceive the eye of the most cautious experts; and when a bank has
been so deceived, it is a harsh rule which compels it to suffer although no
one has suffered by its being deceived. The forgery may be so near like the
genuine as to defy detection by the depositor himself, and yet the bank is
liable to the depositor if it pays the check. The Court recognize that Section
23 of the Negotiable Instruments Law bars a party from setting up the
defense of forgery if it is guilty of negligence. Yet, we are unable to conclude
that Samsung Construction was guilty of negligence in this case. The
appellate court failed to explain precisely how the Korean accountant was
negligent or how more care and prudence on his part would have prevented
the forgery. We cannot sustain this "tar and feathering" resorted to without
any basis. When the bank receives the deposit, it impliedly agrees to pay
ONLY UPON THE DEPOSITORS ORDER. When the Bank pays a check, on
which the depositors signature is a forgery, it has failed to comply with its
contract in this respect.
PNB VS. QUIMPO (GR No. L-53194, March 14, 1988) - Private Respondent
Francisco Gozon went to the Caloocan City Branch of PNB with his friend
Ernesto Santos, who he left in the car while he transacted business in the
bank. Santos saw that Gozon left his checkbook, he took a check therefrom,
filled it up for P5,000 and forged the signature of Gozon. Santos was later on
apprehended and admitted that he stole the check and encashed the same
with the bank. Gozon filed an action to recover the amount from the Bank
which the court granted. Hence the petition. ISSUE: WON Gozon who left
his checkbook into hands of Santos was indeed the proximate cause of the
loss and thus precluded from setting up the defense of forgery? HELD: No.
A bank is bound to know the signatures of its customers; and if it pays a
forged check, it must be considered as making the payment out of its own
funds, and cannot ordinarily change the amount so paid to the account of
the depositor whose name was forged' (San Carlos Milling Co. vs. Bank of
the P.I). This rule is absolutely necessary to the circulation of drafts and
checks, and is based upon the presumed negligence of the drawee in failing
to meet its obligation to know the signature of its correspondent. ... There is
nothing inequitable in such a rule. If the paper comes to the drawee in the
regular course of business, and he, having the opportunity ascertaining its
character, pronounces it to be valid and pays it, it is not only a question of
payment under mistake, but payment in neglect of duty which the
commercial law places upon him, and the result of his negligence must rest
upon him. The prime duty of the bank is to ascertain the genuineness of the
signature of the drawer or the depositor on the check being encashed. It is
expected to use reasonable business prudence in accepting and cashing a
check presented to it. Obviously, petitioner was negligent in encashing
said forged check without carefully examining the signature which
shows marked variation from the genuine signature of private
respondent. The act of the plaintiff in leaving his checkbook in the
car cannot be considered negligence sufficient to excuse the
defendant bank from its own negligence. Santos could not have
been expected to know that Santos, a long time classmate and
friend, would remove a check from his checkbook.
29
29
WESTMONT BANK VS. EUGENE ONG (GR No. 132250; Jan. 30, 2002) - It
was undisputed that Respondent Eugene Ong maintained a current account
with petitioner, formerly the Associated Banking Corporation, but now known
as Westmont Bank. Sometime in May 1976, he sold certain shares of stocks
30
Bank as the collecting or last endorser generally suffers the loss because it has
the duty to ascertain the genuineness of all prior endorsements is misplaced.
In the cited cases, the fact of forgery was not in issue. In the present case,
the fact of forgery was not established with certainty. In those cited cases, the
collecting banks were held to be negligent for failing to observe precautionary
measures to detect the forgery. In the case before us, both courts below
uniformly found that Manila Banks personnel diligently performed their duties,
having compared the signature in the checks from the specimen signatures on
record and satisfied themselves that it was petitioners.
TRADERS ROYAL BANK VS. RPN (GR No. 138510; Oct. 10, 2002) - The BIR
assessed plaintiffs Radio Philippines Network (RPN), Intercontinental
Broadcasting Corporation (IBC), and Banahaw Broadcasting Corporation (BBC)
of their tax obligations for the taxable years 1978 to 1983. To pay the assessed
taxes, respondent networks purchased from petitioner Traders Royal Bank
(TRB) three managers checks which was turned over through Aida Nuez, TRB
Branch Manager, to Mrs. Lourdes C. Vera, the financial comptroller of
respondents. The 3 managers checks, however, were never delivered nor paid
to the BIR but instead, the checks were presented for payment by unknown
persons to Security Bank, Taytay Branch. Respondents sent letters to both TRB
and Security Bank thereafter demanding that the amounts covered by the
checks be reimbursed or credited to their account. An action was filed where it
was decided that the networks should be reimbursed for the amounts of the
checks by petitioner bank and the latter in turn, must be reimbursed by
Security Bank. In the appellate court, it was held that Traders Bank should be
the only Bank liable. ISSUE: WON Traders Royal Bank should solely bare the
loss for its negligence? HELD: YES. If a bank pays a forged check, it must be
considered as paying out of its funds and cannot charge the amount so paid to
the account of the depositor. Petitioner TRB ought to have known that where
checks drawn payable to the order of one person and is presented for payment
by another and purports upon its face to have been duly indorsed by the payee
of the check, it is the primary duty of petitioner to know that the check was
duly indorsed by the original payee and, where it pays the amount of the check
to a third person who has forged the signature of the payee, the loss falls upon
petitioner who cashed the check. Its only remedy is against the person to
whom it paid the money. A bank is engaged in a business impressed with
public interest and it is its duty to protect its many clients and depositors who
transact business with it. It is under the obligation to treat the accounts of the
depositors and clients with meticulous care, whether such accounts consist only
of a few hundred or millions of pesos. Since TRB did not pay the rightful holder
or other person or entity entitled to receive payment, it has no right to
reimbursement. Petitioner TRB was remiss in its duty and obligation, and must
therefore suffer the consequences of its own negligence and disregard of
established banking rules and procedures. It should be further noted that one
of the checks was a crossed check. The crossing of the check should have put
petitioner on guard; it was duty-bound to ascertain the indorsers title to the
check or the nature of his possession.
MATERIAL ALTERATION
A material alteration is only a partial real defense because the holder in due
course can enforce it according to its original tenor.
Sec. 124
Sec. 125
30
Concept
PNB VS. CA (GR No. 107508; April 25, 1996) - A check with serial number
7-3666-223-3, dated August 7, 1981 in the amount of P97,650.00 was issued
by the Ministry of Education and Culture payable to F. Abante Marketing.
This check was drawn against Philippine National Bank (herein petitioner).
F. Abante Marketing, a client of Capitol City Development Bank (Capitol),
deposited the questioned check in its savings account with said bank. In
turn, Capitol deposited the same in its account with the Philippine Bank of
Communications (PBCom) which, in turn, sent the check to petitioner for
clearing. Petitioner cleared the check as good and, thereafter, PBCom
credited Capitols account for the amount stated in the check. However,
petitioner PNB returned the check to PBCom and debited PBComs account
for the amount covered by the check, the reason being that there was a
material alteration of the check number. PBCom, as collecting agent of
Capitol, then proceeded to debit the latters account for the same amount.
On the other hand, Capitol could not, in turn, debit F. Abante Marketings
account since the latter had already withdrawn the amount of the check.
ISSUE: WON AN ALTERATION OF THE SERIAL NUMBER OF A CHECK IS A
MATERIAL ALTERATION UNDER THE NEGOTIABLE INSTRUMENTS LAW?
HELD: No. An alteration is said to be material if it alters the effect of the
instrument. It means an unauthorized change in an instrument that purports
to modify in any respect the obligation of a party or an unauthorized addition
of words or numbers or other change to an incomplete instrument relating to
the obligation of a party. In other words, a material alteration is one which
changes the items which are required to be stated under Section 1 of the
Negotiable Instrument Law. The case at the bench is unique in the
sense that what was altered is the serial number of the check in
question, an item which, it can readily be observed, is not an
essential requisite for negotiability under Section 1 of the
Negotiable Instruments Law. The aforementioned alteration did
not change the relations between the parties. The name of the
drawer and the drawee were not altered. The intended payee was
the same. The sum of money due to the payee remained the same.
If the purpose of the serial number is merely to identify the issuing
government office or agency, its alteration in this case had no material effect
whatsoever on the integrity of the check. The identity of the issuing
government office or agency was not changed thereby and the amount of
the check was not charged against the account of another government office
or agency which had no liability under the check.
ENRIQUE MONTINOLA VS. PNB (supra, p. 12) Provincial Treasurer
(PT) of Misamis Oriental Ubaldo Laya issued the check in question as PT and
not as agent of PNB when he signed it as drawer payable to the order of MV
Ramos who later on sold the check to Montinola. On trial, the check was
severely mutilated and beneath Layas signature appears the words Agent,
Phil. National Bank. HELD: The insertion of the words "Agent, Phil. National
Bank" which converts the bank from a mere drawee to a drawer and
therefore changes its liability, constitutes a material alteration of the
instrument without the consent of the parties liable thereon, and so
discharges the instrument.
b.
5.
EXTINCTIVE PRESCRIPTION
The prescriptive period for the filing of a claim based no negotiable
instruments is ten years from the time the cause of action accrued (Pay
vs. Vda. De Palanca). With respect to CHECKS, the action of the depositor
against his drawee bank commences to run from the time he is given
notice of payment.
31
31
PAPA VS. AU VALENCIA (GR NO. 105188; Jan. 23, 1998) - Private
respondents filed in the RTC a complaint for specific performance against
petitioner herein, in his capacity as administrator of the Testate Estate of
Angela Butte. The RTC ruled in favor of the PR allowing PR to redeem the
subject property and ordering petitioner to execute a Deed of Sale in favor of
PR Penarroyo covering the property in question and to deliver the peaceful
possession of the said property. Petitioner appealed the aforesaid decision of
the trial court to the Court of Appeals, alleging among others that the sale
was never "consummated" as he did not encash the check (in the amount of
P40,000.00) given by respondents Valencia and Pearroyo in payment of the
full purchase price of the subject lot. He maintained that what said
respondent had actually paid was only the amount of P5,000.00 (in cash) as
earnest money. The Court of Appeals rendered a decision, affirming with
modification the trial court's decision. ISSUE: WON alleged sale of the
subject property had been consummated? HELD: The Court finds no merit in
petitioners arguments. It is an undisputed fact that respondents Valencia
and Pearroyo had given petitioner P5, 000.00 in cash, P40, 000.00 in check,
in payment of the purchase price of the subject lot. Petitioner's assertion that
he never encashed the aforesaid check is not substantiated and is at odds
with his statement in his answer that "he can no longer recall the transaction
which is supposed to have happened 10 years ago." After more than ten
(10) years from the payment in party by cash and in part by check, the
presumption is that the check had been encashed. As already stated, he
even waived the presentation of oral evidence. Granting that petitioner had
never encashed the check, his failure to do so for more than ten (10) years
undoubtedly resulted in the impairment of the check through his
unreasonable and unexplained delay. While it is true that the delivery of a
check produces the effect of payment only when it is cashed, pursuant to
Art. 1249 of the Civil Code, the rule is otherwise if the debtor is prejudiced
by the creditor's unreasonable delay in presentment. The acceptance of a
check implies an undertaking of due diligence in presenting it for payment,
and if he from whom it is received sustains loss by want of such diligence, it
will be held to operate as actual payment of the debt or obligation for which
it was given. It has, likewise, been held that if no presentment is made at
all, the drawer cannot be held liable irrespective of loss or injury unless
presentment is otherwise excused. This is in harmony with Article 1249 of
the Civil Code under which payment by way of check or other negotiable
instrument is conditioned on its being cashed, except when through the fault
of the creditor, the instrument is impaired. The payee of a check would be a
creditor under this provision and if its no-payment is caused by his
negligence, payment will be deemed effected and the obligation for which
the check was given as conditional payment will be discharged. Considering
that respondents Valencia and Pearroyo had fulfilled their part of the
contract of sale by delivering the payment of the purchase price, said
respondents, therefore, had the right to compel petitioner to deliver to them
the owner's certificate of title.
C.
PERSONAL DEFENSES
1.
ANTEDATING OR POST-DATING
that under the facts the checks were postdated and issued only as a loan to
New Sikatuna Wood Industries, Inc. if and when deposits were made to back
up the checks. Such deposits were not made, hence no loan was made,
hence, the three checks are without consideration.
5.
Sec. 55
Sec. 56
Sec. 12. Ante-dated and post-dated. - The instrument is not invalid for the
reason only that it is ante-dated or post-dated, provided this is not done for an
illegal or fraudulent purpose. The person to whom an instrument so dated
is delivered acquires the title thereto as of the date of delivery.
Sec. 57
Example: Where the maximum allowed interest rate is 24% per annum, a
check was ante-dated for six months in order to collect additional 12% without
indicating it in the contract to hide the usurious nature of the transaction in
considered made for fraudulent purposes and may give rise to the personal
defense of antedating against the one who made the ante-dating.
a.
2.
3.
a.
b.
b.
Absent no. (3) above, the instrument cannot be enforced against the one
who delivered the instrument. Example: If P a fan of Vilma Aunor, asked
for her autograph and later on filled-up the paper to be a promissory note
payable to his order. P then endorsed it to A. In this example, even if A is
a holder in due course, he cannot enforce it against Vilma Aunor, as the
act of P converting the blank piece of paper into a negotiable instrument,
without intention from the indicated maker, would constitute fraud in
factum, which, as discussed earlier, is a real defense which may be raised
even against a holder in due course.
4.
32
32
GELIC and in favor HSBC and PNB from which GELIC appealed. ISSUE:
WON plaintiff GELIC can recover? HELD: Yes. GELICs check was drawn on
HSBC payable to the order of Melicor. In other words, GELIC authorized and
directed HSBC to pay Melicor, or his order, P2,000. It did not authorize or
direct the bank to pay the check to any other person than Melicor, or his
order, and the testimony is undisputed that Melicor never did part with his
title or endorse the check, and never received any of its proceeds. Neither is
GELIC estopped or bound by the bank statement, which was made to it by
the HSBC. This is not a case where the GELIC's own signature was forged to
one of it checks. In such a case, the plaintiff would have known of the
forgery, and it would have been its duty to have promptly notified the bank
of any forged signature, and any failure on its part would have released bank
from any liability. That is not this case. Here, the forgery was that of Melicor,
who was the payee of the check, and the legal presumption is that the bank
would not honor the check without the genuine endorsement of Melicor. In
other words, when GELIC received its banks statement, it had a right to
assume that Melicor had personally endorsed the check, and that, otherwise,
the bank would not have paid it. Sec. 23 of the NIL is square in point. The
money was on deposit in HSBC, and it had no legal right to pay it out to
anyone except GELIC or its order. Here, GELIC ordered HSBC to pay the
P2,000 to Melicor, and the money was actually paid to Maasim and was
never paid to Melicor, and he never paid to Melicor, and he never personally
endorsed the check, or authorized any one to endorse it for him, and the
alleged endorsement was a forgery. Hence, upon the undisputed facts, it
must follow that HSBC has no defense to this action. It is admitted that the
PNB cashed the check upon a forged signature, and placed the money to the
credit of Maasim, who was a forger. That the PNB then endorsed the check
and forwarded it to HSBC by whom it was paid. PNB had no license or
authority to pay the money to Maasim or anyone else upon a forge
signature. It was its legal duty to know that Melicor's endorsement was
genuine before cashing the check. Its remedy is against Maasim to whom it
paid the money. The Supreme Court reversed the lower court's judgment,
and entered another in favor of GELIC and against HSBC for P2,000, with
interest thereon from 8 November 1920, at the rate of 6% per annum, and
the costs of the action, and a corresponding judgment will be entered in
favor of HSBC against PNB for the same amount, together with the amount
of its costs in the action.
QUIRINO GONZALEZ LOGGING VS. CA (GR No. 126568; April 20, 2003) In the expansion of its logging business, petitioner Quirino Gonzales Logging
Concessionaire (QGLC), through its proprietor, general manager - co-petitioner
Quirino Gonzales, applied for credit accommodations with respondent Republic
Bank . The Bank approved QGLCs application. In separate transactions,
petitioners, to secure certain advances from the Bank in connection with
QGLCs exportation of logs, executed a promissory note in 1964 in favor of the
Bank. They were to execute three more promissory notes in 1967. On January
27, 1977, alleging non-payment of the balance of QGLCs obligation, and nonpayment of the promissory notes despite repeated demands, the Bank filed a
complaint for sum of money against petitioners. The complaint listed ten
causes of action, the sixth to ninth of which were anchored on the promissory
notes issued by petitioners allegedly to secure certain advances from the Bank
in connection with the exportation of logs as reflected above. The notes were
payable 30 days after date and provided for the solidary liability of petitioners
as well as attorneys fees at ten percent of the total amount due in the event of
their non-payment at maturity. Petitioners seek to avoid liability by claiming
that Quirino and Eufemia Gonzales signed the promissory notes in blank; that
they had not received the value of said notes, and that the credit line thereon
was unnecessary in view of their money deposits, and unremitted proceeds on
log exports from the Bank. ISSUE: WON petitioners may interpose the
defense of lack of consideration and that the Promissory Notes were signed in
blank against the bank? HELD: NO. The genuineness and due execution of the
notes had been deemed admitted by petitioners, they having failed to deny the
same under oath. Their claim that they signed the notes in blank does not thus
lie. Petitioners admission of the genuineness and due execution of the
promissory notes notwithstanding, they raise want of consideration thereof.
The promissory notes, however, appear to be negotiable as they meet
the requirements of Section 1 of the Negotiable Instruments Law.
Such being the case, the notes are prima facie deemed to have been
issued for consideration. It bears noting that no sufficient evidence was
adduced by petitioners to show otherwise. In any case, it is no defense that
the promissory notes were signed in blank as Section 14 of the
Negotiable Instruments Law concedes the prima facie authority of the
33
ENFORCEMENT OF LIABILITY
PARTIES PRIMARILY AND SECONDARILY LIABLE
How to Enforce Primary Liability
Sec. 60
Sec. 62
making it, engages that he will pay it according to its tenor, and
admits the existence of the payee and his then capacity to indorse
Liability of acceptor. - The acceptor, by accepting the
instrument, engages that he will pay it according to the tenor of
his acceptance and admits:
(a) The existence of the drawer, the genuineness of his signature,
and his capacity and authority to draw the instrument; and
(b) The existence of the payee and his then capacity to indorse.
The unconditional promise attaches the moment the maker makes the
instrument while the acceptors assent to the unconditional order attaches the
moment he accepts the instrument. No further act is necessary in order for the
liability to accrue. What is only necessary later is for the holder to enforce such
liability by presenting it for payment.
B.
1.
Other than PRESENTMENT FOR ACCEPTANCE, the rules under Bills of Exchange
are similar to Promissory Notes as regards Presentment for Payment and
Dishonor.
2.
Bills of Exchange
33
How made?
i. Proof of Acceptance
Sec. 133
Sec. 134
Sec. 146
Sec. 85
Sec. 72
Sec. 147
ACCEPTANCE
34
Sec. 136
SEC. 136 vs. SEC. 137: The bill is at all times the property of the holder, and
he is entitled to have it if he wants it. If the holder should demand return
before the 24 hours provided by Sec. 136, the drawee would be required to
comply on pain of being held as an acceptor; but return within 24 hours
unaccepted would not be a dishonor; the drawee can still accept by notification
within 24 hours; if the drawee after returning the bill still refused to act after
the expiration of the time allowed, the holder then would be required to treat
the bill as dishonored or lose his rights against prior parties (Beutels Brannans,
p. 1248).
bill presenting the same for acceptance may require that the
acceptance be written on the bill, and, if such request is refused,
may treat the bill as dishonored.
Acceptance by separate instrument. - Where an acceptance is
written on a paper other than the bill itself, it does not bind the
acceptor except in favor of a person to whom it is shown and who,
on the faith thereof, receives the bill for value.
The Rule under Sec. 146 is different from Sec. 85 in that when the instrument
is payable on a Saturday which is not a holiday, presentment may be made
before 12:00 noon on that day, this rule is applicable in Sec. 85 if the
instrument is payable on demand, Sec. 146 makes no such distinction.
b.
34
Sec. 140
Sec. 141
Sec. 142
Sec. 75
Sec. 87
Sec. 187
In presentment for payment, the holder exhibits the instrument to the maker or
the acceptor to demand payment of the amount reflected in the negotiable
instrument or whatever balance that is due.
c.
Sec. 73
35
Place of Presentment
b.
SEC. 127 & 87: A check of itself does not operate as assignment of any part
of the funds to the credit of the drawer with the bank, and the bank is not
liable to the holder, unless and until it accepts or certifies the check.
Nevertheless, even if there is no assignment of funds, the statement in the
instrument that it is payable at a bank is equivalent to an order to the bank to
pay the same for the account of the principal debtor thereof. However, the
order must specify the particular bank.
a.
Sec. 70
35
Sec. 79
Sec. 80
Sec. 81
Sec. 82
36
Sec. 150
36 Sec. 151
non-acceptance:
Sec. 149
NOTICE OF DISHONOR
Sec. 89. To whom notice of dishonor must be given. - Except as herein
otherwise provided, when a negotiable instrument has been dishonored by
non-acceptance or non-payment, notice of dishonor must be given to the
drawer and to each indorser, and any drawer or indorser to whom such notice
is not given is discharged
ASIA BANKING VS. JAVIER (GR No. L-19051; April 4, 1923) - Salvador
Chaves drew two checks against PNB in favor of La Insular. This check was
indorsed by the limited partners of La Insular, and then deposited by Chaves
in his current account with the plaintiff, Asia Banking Corporation. The
amount represented by both checks was used by Chaves after they were
deposited in the plaintiff bank, by drawing checks on the plaintiff.
Subsequently these checks were presented by the plaintiff to the Philippine
National Bank for payment, but the latter refused to pay on the ground that
the drawer, Chaves, had no funds therein. The lower court sentenced the
defendant, as indorser, to pay the plaintiff, hence, this petition. ISSUE:
WON defendants liability can be enforced? HELD: No. Section 89 of the
Negotiable Instruments Law (Act No. 2031) provides that, when a negotiable
instrument is dishonored for non-acceptance or non-payment, notice thereof
must be given to the drawer and each of the indorsers, and those who are
not notified shall be discharged from liability, except where this act provides
otherwise. According to this, the indorsers are not liable unless they are
notified that the document was dishonored. Then, under the general
principle of the law of procedure, it will be incumbent upon the plaintiff, who
seeks to enforce the defendant's liability upon these checks as indorser, to
establish said liability by proving that notice was given to the defendant
within the time, and in the manner, required by the law that the checks in
question had been dishonored. If these facts are not proven, the plaintiff has
not sufficiently established the defendant's liability. There is no proof in the
record tending to show that plaintiff gave any notice whatsoever to the
defendant that the checks in question had been dishonored, and there it has
not established its cause of action. Hence, petition was granted.
GULLAS VS PNB (GR. NO. L-43191; NOV. 13, 1935) - The Treasurer of the
United States issued a warrant in the amount of $361 payable to Francisco
Bacos. Petitioner and Pedro Lopez signed as endorsers of this check.
Thereupon it was cashed by PNB. Subsequently the treasurer warrant was
dishonored by the Insular Treasurer. At that time, Gullas has an outstanding
balance of P509 with PNB and had issued certain checks before he left his
residence for Manila. The bank on learning of the dishonor of the treasury
warrant sent notices by mail to Gullas which could not delivered to him
because he is not in Manila. In view of this, the bank applied the outstanding
balances of Gullas current account with the PNB for the payment of the
check. On the return of Gullas, notice of dishonor was received and the
unpaid balance of the US Treasury was paid by him. As a result of this, the
checks issued by him before he left for Manila were not paid because of lack
of funds standing to his credit in the bank. ISSUE: WON PNB has the right
to apply a deposit to the debt of the depositor to the bank? HELD: No. The
NIL contains provisions establishing the liability of a general indorser and
giving the procedure for a notice of dishonor. The general indorser engages
that if he be dishonored and the necessary proceedings of dishonor be duly
taken, he will pay the amount to the holder. The notice of dishonor is in
order to charge all indorser and that the right of action against him does not
accrue until the notice is given. As a general rule, a bank has a right to set
off the deposits in its hands for the payment of any indebtedness to it on the
part of the depositor. In the case at bar, though this right to set off exist, the
remedy was not properly enforced because prior to the mailing of the notice
of dishonor, and without waiting for any action by Gullas, the bank made use
of the money standing in his account to make good for the treasury warrant.
a.
Sec. 83
37
Sec. 151
b.
37 Sec 90
Sec. 91
Sec. 92
Sec. 93
Sec. 103
Sec. 104
the time that notice would have been received in due course of
mail, if it had been deposited in the post office within the time
Sec. 106
Sec. 107
Sec. 108
38
e.
Sec. 109
Sec. 110
38
before the time of giving notice has arrived or after the omission
to give due notice, and the waiver may be expressed or implied.
Whom affected by waiver. - Where the waiver is embodied in
the instrument itself, it is binding upon all parties; but, where it is
written above the signature of an indorser, it binds him only
By waiver, the person renounces the benefit of the act or matter in his favor,
which in the case of Sec. 109 is the benefit of the notice. Accordingly, by
waiver of notice, a drawer or indorser is not discharged from liability by failure
of the holder to give notice, in fact, the giving of the notice is not necessary
anymore to hold them liable.
It may be made either (1) expressly or (2) impliedly;
It may be given either (1) before the time of giving of notice; or (2) after the
failure to give notice.
BINDING EFFECT: If the instrument reads Pay to the order of P, P10,000 on
March 1, 2013. Notice of dishonor waived, it is binding upon all parties
secondarily liable thereon. If the waiver is found on an indorsement only, such
as Pay to the order of A. Notice of Dishonor Waived, Sgd. P, the waiver is
binding only on P.
Sec. 111. Waiver of protest. - A waiver of protest, whether in the case of a
foreign bill of exchange or other negotiable instrument, is deemed to be a
waiver not only of a formal protest but also of presentment and notice of
dishonor.
PROTEST is a formal statement in writing made by a notary public at the
instance of the holder declaring that the instrument has been presented for
payment or for acceptance but the same was dishonored.
Such is indispensable only in a FOREIGN BILL OF EXCHANGE but may also be
the subject of a waiver.
Sec. 118. When protest need not be made; when must be made. Where any negotiable instrument has been dishonored, it may be protested for
non-acceptance or non-payment, as the case may be; but protest is not
required except in the case of foreign bills of exchange.
NOTICE OF DISHONOR VS. PROTEST
NOTICE OF DISHONOR
Apply to inland bills
PROTEST
Required in foreign bills,
permissive inland bills
Always in writing
Made by a notary public or a
respectable resident
Protest or noting thereof should
be made on the day of dishonor
As a rule to be made in the place
of dishonor
Sec. 114 (c): When the drawer is the agent of the drawee, and the former
dishonors the bill.
Sec. 114 (d): When the drawer closed his account or does not have sufficient
funds with the drawee.
Sec. 114 (e): When the drawer directed or ordered the drawee not to pay, such
as in ordering a Stop Payment.
GREAT ASIAN SALES CENTER CORPORATION and TAN CHONG LIN
VS. CA and BANCASIA FINANCE AND INVESTMENT CORPORATIO
(G.R. No. 105774; April 25, 2002) - In March 1981, the board of directors of
Great Asian approved a resolution authorizing its Treasurer and GM, Arsenio
Lim Piat, Jr. to secure a loan from herein Respondent (Bancasia) in an
amount not to exceed P1M and also authorized Arsenio to sign all papers,
documents or promissory notes necessary to secure the loan. In Feb. 1982,
the board of directors of Great Asian approved a second resolution
authorizing Great Asian to secure a discounting line with Bancasia in an
amount not exceeding P2M and also designated Arsenio as the authorized
signatory to sign all instruments, documents and checks necessary to secure
the discounting line. In turn, Great Asian President, Tan Chong Lin, signed 2
Surety Agreements in favor of Bancasia to guarantee, solidarily, the debts of
Great Asian to Bancasia. Great Asian, through Arsenio, signed 4 Deeds of
Assignment of Receivables, assigning to Bancasia 15 postdated checks
issued by various customers, which were dishonored on maturity when
deposited for collection by Bancasia, with any of the following as reason for
the dishonor: account closed, payment stopped, account under
garnishment, and insufficiency of funds. ISSUE: WON Petitioners liability
remains despite absence of notice of dishonor from Respondent. HELD:
YES. Great Asians four contracts assigning its fifteen (15) postdated checks
to Bancasia expressly stipulate the suspensive condition that in the event the
drawers of the checks fail to pay, Great Asian itself will pay Bancasia. Since
the common condition in the contracts had transpired, an obligation on the
part of Great Asian arose from the four contracts, and that obligation is to
pay Bancasia the full value of the checks, including the stipulated penalty
and attorneys fees. It is to be noted that under the Negotiable Instruments
Law, notice of dishonor is not required if the drawer has no right to expect
or require the bank to honor the check, or if the drawer has countermanded
payment. In the instant case, all the checks were dishonored for any of the
following reasons: "account closed", "account under garnishment",
insufficiency of funds", or "payment stopped". In the first three instances,
the drawers had no right to expect or require the bank to honor the checks,
and in the last instance, the drawers had countermanded payment.
Furthermore, the explicit with recourse stipulation against Great Asian
effectively enlarges, by agreement of the parties, the liability of Great Asian
beyond that of a mere endorser of a negotiable instrument. Thus, whether
or not Bancasia gives notice of dishonor to Great Asian, the latter remains
liable to Bancasia because of the with recourse stipulation which is
independent of the warranties of an endorser under the Negotiable
Instruments Law.
Sec. 115. When notice need not be given to indorser. Notice of
dishonor is not required to be given to an indorser in either of the following
cases:
EXAMPLE: If notice was not given due to a calamity like flood and typhoon, the
delay is excused. However, the holder must give notice once the flood or
typhoon ceases.
(a) When the drawee is a fictitious person or person not having capacity to
contract, and the indorser was aware of that fact at the time he indorsed the
instrument;
(b) Where the indorser is the person to whom the instrument is presented for
payment;
(c) Where the instrument was made or accepted for his accommodation.
Sec. 114. When notice need not be given to drawer. - Notice of dishonor
is not required to be given to the drawer in either of the following cases:
Sec. 115 (c): Since the indorser is the principal, he cannot really expect the
accommodation maker to pay.
(a) Where the drawer and drawee are the same person;
(b) When the drawee is fictitious person or a person not having capacity to
contract;
(c) When the drawer is the person to whom the instrument is presented for
payment;
(d) Where the drawer has no right to expect or require that the drawee or
acceptor will honor the instrument;
(e) Where the drawer has countermanded payment.
39
f.
Sec. 168
be made as follows:
Sec. 169
Sec. 170
Requisites
Sec. 161. When bill may be accepted for honor. - When a bill of exchange
has been (1) protested for dishonor by non-acceptance or protested for better
security and is (2) not overdue, (3) any person not being a party already
liable thereon may, (4) with the consent of the holder, intervene and accept
the bill supra protest for the honor of any party liable thereon or for the honor
of the person for whose account the bill is drawn. The acceptance for honor
may be for part only of the sum for which the bill is drawn; and where there
has been an acceptance for honor for one party, there may be a further
acceptance by a different person for the honor of another party.
In whose favor?
Sec. 163. When deemed to be an acceptance for honor of the drawer. Where an acceptance for honor does not expressly state for whose honor it is
made, it is deemed to be an acceptance for the honor of the drawer.
c.
Sec. 164. Liability of the acceptor for honor. - The acceptor for honor is
liable to the holder and to all parties to the bill subsequent to the party for
whose honor he has accepted
EXAMPLE: DR issued a bill of exchange ordering DW to pay P or order P10,000.
P indorsed it to A, A to B, B to C, C to D, present holder. DW refused to accept
the instrument and protest was duly made. X accepted the instrument in favor
of B. X is liable as acceptor for honor to B and the parties subsequent to him (C
and D); X is not liable to P and A.
d.
A.
B.
Sec. 119
EXAMPLE: If a bill is payable 10 days after sight and was dishonored by nonacceptance on March 1, 2013 but was accepted for honor on March 5, 2013,
the maturity date shall be March 11, 2013 not March 15, 2013.
Protest required
40
CONCEPT
Discharge means release from further liability, obligation, or from the binding
effect of the negotiable instrument.
1. As to the paper itself, it puts an end to it as a contractual obligation;
2. As to the parties to the instrument, it operates as a release of some or all
of them from further obligation and liability under the instrument although
the instrument may not be discharged, as where only part of the obligors
are released.
Sec. 167. Protest of bill accepted for honor, and so forth. - Where a
dishonored bill has been accepted for honor supra protest or contains a referee
in case of need, it must be protested for non-payment before it is presented for
ORDINARY ACCEPTANCE
Protest is not necessary
The person who accepts is a party
the drawee
Any word indicating an acceptance
is enough
Consent of the holder is not
necessary
Acceptor is primarily liable
Payment by the acceptor in due
course discharges the bill
Acceptance involves the entire
instrument
VIII. DISCHARGE
Sec. 166. Maturity of bill payable after sight; accepted for honor. Where a bill payable after sight is accepted for honor, its maturity is calculated
from the date of the noting for non-acceptance and not from the date of the
acceptance for honor
e.
(a) If it is to be presented in the place where the protest for nonpayment was made, it must be presented not later than the day
following its maturity.
(b) If it is to be presented in some other place than the place
where it was protested, then it must be forwarded within the time
specified in Section one hundred and four.
When delay in making presentment is excused. - The
provisions of Section eighty-one apply where there is delay in
making presentment to the acceptor for honor or referee in case
of need
Dishonor of bill by acceptor for honor. - When the bill is
dishonored by the acceptor for honor, it must be protested for
non-payment by him
Sec. 162. Acceptance for honor; how made. - An acceptance for honor
supra protest (5) must be in writing and indicate that it is an acceptance for
honor and must be signed by the acceptor for honor. (formal requisites)
b.
A.
40 due course when it is made at or after the maturity of the payment to the
holder thereof in good faith and without notice that his title is defective
a.
1.
2.
3.
By Whom Made:
Primary Party Liabile, i.e., a maker or acceptor;
Surety for the principal debtor, signing as a secondary party;
A person paying on behalf of the principal debtor also discharges
the instrument under the principles of the law on agency;
b.
D.
Sec. 121. Right of party who discharges instrument. - Where the instrument is
paid by a party secondarily liable thereon, it is not discharged; but the party so
paying it is remitted to his former rights as regard all prior parties, and he may
strike out his own and all subsequent indorsements and against negotiate the
instrument, except:
(a) Where it is payable to the order of a third person and has been paid by the
drawer; and
(b) Where it was made or accepted for accommodation and has been paid by
the party accommodated.
Payment by the drawer discharges the instrument since he is the one ultimately
liable. If he were to seek reimbursement from the payee, indorsee(s) or the
drawee, the liability to such parties would ultimately be his. Unless, the amount
in the instrument has been advanced by the drawer to the drawee, in such
case, he may recover the amount paid to the holder from such drawee.
Payment by the accommodated party discharges the instrument because he is
the principal in the case contemplated by Sec. 121(b).
c.
Payment by a third person who pays for the benefit or in behalf of the maker
and does not wish to acquire any right over the instrument also discharges the
instrument. If he intends to acquire a right over such instrument, he may be
considered a holder or assignee, as the case may be. Under the Civil Code, a
creditor, though not bound to accept payment from a third person, is not
prohibited from doing so.
d.
E.
b.
To Whom
c.
d.
Renunciation
Sec. 122. Renunciation by holder. - The holder may expressly renounce his
rights against any party to the instrument before, at, or after its maturity. An
absolute and unconditional renunciation of his rights against the principal
debtor made at or after the maturity of the instrument discharges the
instrument. But a renunciation does not affect the rights of a holder in due
course without notice. A renunciation must be in writing unless the
instrument is delivered up to the person primarily liable thereon.
C.
F.
Sec. 171
Sec. 172
41
SIGLER VS. SIGLER (98 Kans. 158, p. 864 [1916]) A certain Joseph
Sigler issued a negotiable note to Ode Sigler. Later, Joseph employed RC
Wilson to purchase the note from Ode at the lowest possible price. When
Ode learned that Wilson was really the agent of Joseph, he sued the latter
but Joseph claimed that the instrument was discharged. HELD: The Court
sustained Joseph explaining that there is no principle of law that would
prevent an individual from going into the market and purchasing, at a
discount or otherwise, securities upon which he is indebted and which he has
put in circulation. If he may do so himself, he may accomplish the same
thing through an agent who acts without disclosing the agency.
Good Faith
Sec. 88 also requires that the payor be in good faith and without notice that
the payees title is defective. Accordingly, a holder who has been deprived of
the instrument may still enforce payment against a payor who HAD NOTICE of
defect in the payees title.
B.
Sec. 173
41
Who may make payment for honor. - Where a bill has been
a.
Preference
G.
Sec. 174. Preference of parties offering to pay for honor. - Where two or
more persons offer to pay a bill for the honor of different parties, the person
whose payment will discharge most parties to the bill is to be given the
preference.
b.
Sec. 175. Effect on subsequent parties where bill is paid for honor. Where a bill has been paid for honor, all parties subsequent to the party for
whose honor it is paid are discharged but the payer for honor is subrogated
for, and succeeds to, both the rights and duties of the holder as regards the
party for whose honor he pays and all parties liable to the latter.
H.
Sec. 176. Where holder refuses to receive payment supra protest. Where the holder of a bill refuses to receive payment supra protest, he loses
his right of recourse against any party who would have been
discharged by such payment.
Rights of Payer
Sec. 177. Rights of payer for honor. - The payer for honor, on paying to the
holder the (1) amount of the bill and the (2) notarial expenses incidental to its
dishonor, is entitled to receive both the bill itself and the protest.
e.
Sec. 120(c): As suggested by the majority view, does not include discharge by
operation of law, such as bankruptcy, insolvency, prescription or failure to give
notice of dishonor but only those discharged by virtue of some act of the
creditor.
Sec. 120(d): Tender of Payment means the act by one which produces and
offers to a person holding a claim or demand against him the amount of money
which he considers and admits to be due, in satisfaction of such claim or
demand without any stipulation or condition. The rule is only fair because it is
the fault of the holder that he did not receive payment. If he accepted the
tender of payment by a prior party, the subsequent party would have been
discharged.
Sec. 120(e): When the principal debtor is released from liability, the parties
secondarily liable loses their right of recourse against the former. Under this
paragraph, in order to holder the secondary liability, there must be express
reservation of the right of recourse against parties secondarily liable, which
produces the implied reservation of their (parties secondarily liable) right of
recourse against the maker.
42
Sec. 120(f): Extension of Term: the assurance of the drawer and the
indorsers is payment according to the tenor of the instruments, an extension of
time agreed by the holder and the principal debtor, therefore, releases those
parties from secondary liability which varies from the original undertaking of
the secondary parties. It is suggested by Aquino that this rule applies to an
accommodated party who is the principal debtor but not to an accommodation
indorser, who must also be discharged by the extension agreed upon by the
principal debtor and the holder.
PAYMENT BY PERSON
PRIMARILY LIABLE
There is no need to protest for
non-payment or non-acceptance
A notarial act is not necessary
The person who will pay is a party
maker or drawee-acceptor
Payment in due course discharges
the instrument
IX. CHECKS
A.
42
CHECKS DEFINED
Checks are used between banks and bankers and their customers, and are
designed to facilitate banking operations. It is the essence to be payable on
demand, because the contract between the banker and the customer is that
the money is needed on demand (Banco de Oro Savings vs. Equitable Banking
This relationship between the drawer and the drawee bank makes the
drawee bank liable to the drawer in case of wrongful dishonor of checks. A
drawee bank who wrongfully dishonors a check is not liable to the
payee for lack of privity but it is liable to the drawer because of
breach of contract.
REPUBLIC OF THE PHILIPPINES VS. PNB (GR No. L-16106; Dec. 30,
1961) A demand draft is a bill of exchange payable on demand, as such, it
is an open letter request from, and an order by, one person on another to
pay a sum of money therein mentioned to a third person, on demand or at a
future time specified therein. In fact, the term draft is often used, and is
the common term, for all bills of exchange. And the two words are used
indiscriminately.
3.
D.
KINDS OF CHECK
1.
The Monetary Board, in its Resolution No. 707 dated 10 May 2001 decided to
authorize the issuance of cashiers, managers or certified checks or other
similar instruments in blank or payable to cash, bearer or numbered account as
an exception from the provisions of Circular no. 259, subject to the following
conditions:
C.
1.
2.
43
43
c. That a register of gift checks issued shall be maintained with the following
minimum information:
1. Date issued;
2. Amount;
3. Name of buyer;
4. Date paid;
5.
PNB VS. NATIONAL CITY BANK OF NEW YORK (63 Phil 11) When a
check is certified, it ceases to possess the character, or to perform the
functions, of a check, and represents so much money on deposit, payable to
the holder on demand. The check becomes a basis of credit an easy mode
of passing money from hand to hand, and answers the purposes of money.
d. That banks which issue as well as those which accept as deposits, said
cashiers, managers or certified checks or other similar instruments issued in
blank or payable to cash, bearer or numbered account shall take such
measure(s) as may be necessary to ensure that said instruments are not being
used/resorted to by the buyer or depositor in furtherance of a moneylaundering activity.
d.
Certified Check
a.
b.
c.
44
Sec. 187
Sec. 188
Sec. 189
certified, the drawer and all indorsers are discharged from liability
thereon
When check operates as an assignment. - A check of itself
does not operate as an assignment of any part of the funds to the
credit of the drawer with the bank, and the bank is not liable to the
holder unless and until it accepts or certifies the check
Crossed Checks
APPLICABLE LAW
44
The payment made to a person other than the banker or institution shall not
exempt the person on whom it is drawn, if the payment was not correctly
made.
And the Bills of Exchange Act of 1882, cited in Chan Wan vs. Tan Kim (supra,
p. 15):
76
77
b.
E.
Memorandum Check
PEOPLE VS. NITAFAN (GR No. 75954; Oct. 22, 1992) - Accused K.T. Lim
a.k.a Mariano Lim, herein Private Respondent, was charged before
45
Travellers Check
45
CHECKS
It is necessary that a check is
drawn on a deposit
Death of the drawer of a check,
with the knowledge of the bank,
revokes the authority of the
banker to pay
Must be presented for payment
within a reasonable time after its
issue
The drawee is always a bank
Presentment for acceptance is not
necessary
Always payable on demand
F.
The holder of the check may either present it for payment or he may
deposit it in his account with his bank known as the depositary bank or
collecting bank.
The depositary bank will then make a provisional credit to his account in
the amount of the check.
The check thereafter goes through the process of clearing through the
clearinghouse
The clearinghouse is defined as an association of banks or other payors
for the purpose of settling accounts with each other on a daily basis. Each
member of the clearinghouse forwards all deposited checks drawn on
other members and receives from the clearinghouse all checks drawn on
it. Balances are adjusted and settled each day.
It is only after the check has been cleared and collected from the drawee
bank that final credit is made in the payee-depositors account.
The normal bank policy is to disallow withdrawal from the account of the
amount covered by the check. IN some cases, the collecting bank may be
held liable for damages if it allows withdrawal of deposit even if the check
has not yet been cleared by the drawee bank.
2.
3.
4.
5.
6.
I.
PERTINENT
RULES
PHILIPPINE
CLEARING
HOUSE
xxx
(d) By postdating a check, or issuing a check in payment of an obligation
when the offender had no funds in the bank, or his funds deposited
therein were not sufficient to cover the amount of the check. The
failure of the drawer of the check to deposit the amount necessary to cover his
check within three (3) days from receipt of notice from the bank and/or payee
or holder that said check has been dishonored for lack or insufficiency of funds
shall be prima facie evidence of deceit constituting false pretense or fraudulent
act.
ESSENTIAL ELEMENTS:
a. That the offender postdated or issued a check in payment of an obligation
contracted at the time the check was issued;
b. That such postdating or issuing a check was done when the offender had no
funds in the bank, or his funds deposited therein were not sufficient to cover
the amount of the check;
c. Deceit or damage to the payee thereof.
2.
CORPORATION
Check Kiting
46
46
Estafa
1.
1.
xxx
The authority of the drawee bank to honor a check drawn against it is said to
be terminated by the death of the drawer. There is no provision in the NIL
expressing this rule. However, the Bill of Exchange Act of 1882 provides that
notice of the customers death revokes the bankers authority to pay.
COLLECTION OF CHECKS
RPC, Art. 315. Swindling (Estafa). Any person who shall defraud another
by any of the means mentioned hereinbelow shall be punished by:
H.
J.
a. KITING is the wrongful practice of taking advantage of the float, the time
that elapses between the deposit of the check in one bank and its collection at
another.
b. The depositary bank will honor the checks even if it has not yet been
cleared. In anticipation of the dishonor of the check that was deposited, the
conspirators will replace the original check with another worthless check.
c. Check kiting has been described as a procedure whereby checks written on
accounts in separate banks are used to generate short-term purchasing power
through the use of the banks credit.
FERMINA RAMOS VS. CA (GR. NO. L-64129-31; Nov. 18, 1991) Fermina
Ramos, then manager of Family Savings Bank, was accused and convicted of
Estafa for allowing her co-accused to withdraw right there and then from
their uncollected and uncleared deposit which were subsequently dishonored
by the drawee banks, which were covered by 3 different informations filed
against her of the 23 criminal charges filed. ISSUE: WON such acts are
considered estafa? HELD: Yes. The crime committed by the accused was
estafa with unfaithfulness or abuse of confidence under Article 315
subparagraph 1 (b) of the Revised Penal Code, in that she conspired and
cooperated with her co-accused to defraud the bank by allowing them to
withdraw funds of the bank against their worthless check deposits.
I.
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