negotiable Instruments law

(Act 2031)

BarOps Head I PY Caunan

Acads Head I Beth Liceralde

Subject Head I
Faculty Adviser I
Chapter I. INTRODUCTION lightly. Nor should it be brushed aside in order to
meet the necessities in a single case.

1. The Negotiable Instrument 3. Life of a Negotiable Instrument

 Written contract for the payment of money, by 1. issue

its form intended as substitute for money and 2. negotiation
intended to pass from hand to hand to give the 3. presentment for acceptance in certain bills
HDC the right to hold the same and collect the 4. acceptance
sum due. 5. dishonor by or acceptance
 Instruments are negotiable when they conform 6. presentment for payment
to all the requirements prescribed by the NIL 7. dishonor by nonpayment
(Act 2031, 03 February 1911). 8. notice of dishonor
 Although considered as medium for payment of 9. protest in certain cases
obligations, negotiable instruments are not legal 10. discharge
tender (Sec. 60, New Central Bank Act, R.A.
7653); 4. Kinds of Negotiable Instruments
 Negotiable instruments shall produce the effect
of payment only when they have been encashed
or when through the fault of the creditor they 4.1. Promissory note - a promise to pay money
have been impaired. (Art. 1249, CC) BUT a  unconditional promise in writing made by one
CHECK which has been cleared and credited to person to another signed by the maker
the account of the creditor shall be equivalent to  engaging to pay on demand, or at a fixed or
a delivery to the creditor of cash. determinable future time a sum certain in
money to order or to bearer
 where a note is drawn to the maker’s own
Negotiable Non-negotiable order, not complete until indorsed by him
(Sec. 184, NIL).
Contains all the Does not contain all
requisites of Sec. 1 of the requisites of Sec.
4.2. Bill of exchange - an order made by one person
the NIL 1 of the NIL
to another to pay money to a third person.
Transferred by Transferred by  unconditional order in writing addressed by
negotiation assignment one person to another signed by the person
giving it
HDC may have better Transferee acquires  requiring the person to whom it is addressed
rights than transferor rights only of his to pay on demand or at a fixed or
transferor determinable future time a sum certain in
money to order or to bearer (Sec. 126, NIL).
Prior parties warrant Prior parties merely  Check: bill of exchange drawn on a bank
payment warrant legality of payable on demand.
title

Transferee has right of Transferee has no Promissory Note Bill of Exchange

recourse against right of recourse
intermediate parties Unconditional Unconditional order
promise

2. Negotiable Instruments Law Involves 2 parties Involves 3 parties

Maker primarily Drawer only secondarily liable

o The NIL applies only to instruments which liable
conform with the requisites laid down by Sec1
of the law. Should any of said requisites be Only 1 presentment Generally 2 presentments -
absent, the instrument would not be negotiable - for payment for acceptance and for
and would therefore not be governed by the NIL payment
but by the general law on contracts.
o TIP: It is advised that one memorizes the two
most important provisions of the NIL : Sec. 1 5. Parties
(Forms of negotiable instruments) and Sec. 52
(What constitutes a holder in due course) 5.1. As regards promissory note:
1. Promissor/maker
MICHAEL A. OSMEÑA v. CITIBANK (2004) 2. Payee - person to whom the promise to pay
is made.
The Negotiable Instruments Law was enacted for the
purpose of facilitating, not hindering or hampering 5.2. As regards bill of exchange:
transactions in commercial paper. Thus, the said 1. Drawer - person who gives the order to pay.
statute should not be tampered with haphazardly or 2. Drawee - addressee of the order.
 3. Payee - person to whom the payment is to
be made.

 Indorser - the payee of an instrument who

transfers it to another by signing it at the back
thereof
 Indorsee - person to whom the indorser
negotiates the instrument, who, by such
negotiation, becomes the holder of the
instrument.
Chapter II. NEGOTIABILITY a) UNCONDITIONAL: Mere recital of the
transaction or consideration for which
the instrument was issued
1 Requisites of Negotiability1 b) However, the fact that the condition
appearing on the instrument has been
fulfilled will not convert it into a
1.1. Must be in Writing and Signed by the
negotiable one.
Maker
iii. But an order or promise to pay out of a
1. No person liable on the instrument whose
particular fund is not unconditional
signature does not appear thereon.
a) CONDITIONAL: when reference to the
2. One who signs in a trade or assumed name
fund clearly indicates an intention that
liable to same extent as if he had signed in his
such fund alone should be the source of
own name. (Sec. 18, NIL)
payment
3. Signature of party may be made by duly
authorized agent; no particular form of
Metropolitan Bank v. CA (1991)
appointment necessary. (Sec. 19, NIL)
The treasury warrants in question are not NIs. They
4. "In writing" - includes print; written or typed
are payable from a particular fund, to wit, Fund 501.
5. Signature, binding so long it is intended or
The indication of Fund 501 as the source of the
adopted as the signature of the signer or made
payment to be made on the treasury warrants makes
with his authority.
the order or promise to pay "not unconditional" and
the warrants themselves non-negotiable.
1.2. Must contain an Unconditional Order or
Promise to Pay
1.3. Sum Payable must be Certain
1. Sec. 2, NIL: The sum payable is a sum certain,
1. “ORDER OR PROMISE TO PAY”
even if:
a. PROMISSORY NOTE:
a. With interest;
i. PROMISE TO PAY: should be express on
b. By stated installments;
the face of the instrument
c. By stated installments with acceleration clause;
ii. Word "promise" is not absolutely
d. With exchange, whether at a fixed rate or at
necessary. Any expression equivalent to a
the current rate; or
promise is sufficient.
e. With costs of collection or attorney's fee.
iii. Mere acknowledgment of a debt
2. A sum is certain if from the face of the instrument
insufficient
it can be mathematically computed.
b. BILLS OF EXCHANGE:
3. A stipulation to pay a higher rate of interest if the
i. Order - command or imperative direction;
note is not paid or a lower rate if it is paid on or
the instrument, by its nature, demanding
before maturity does not render the instrument
a right.
non-negotiable.
ii. Words which are equivalent to an order
are sufficient.
1.4. Must be Payable in Money
iii. A mere request or authority to pay
1. Capable of being transformed into money.
does not constitute an order.
2. NON NEGOTIABLE: an instrument which contains
iv. Although the mere use of polite words like
an order or promise to do an act in addition to
"please" does not of itself deprive the
the payment of money
instrument of its characteristics as an
3. BUT If the order or promise gives the holder an
order, its language must clearly indicate a
election to require something to be done in lieu of
demand upon the drawee to pay.
payment of money, an instrument otherwise
2. “UNCONDITIONAL”
negotiable would not be affected thereby. (Sec. 5,
a. The promise or order to pay, to be
NIL)
unconditional, must be unqualified.
 But if the option is with the maker or person
b. Sec. 3, NIL: “An unqualified order or promise
primarily liable, instrument is NOT negotiable.
to pay is unconditional…though coupled with:
4. Kind of current money does not affect
i. “An indication of a particular fund out of
negotiability. Since the value of the note can by a
which reimbursement is to be made, or a
simple mathematical computation be expressed in
particular account to be debited with the
the value of the lawful money of the latter country
amount
(Incitti v Ferrante, 1933, US Jur)
a) UNCONDITIONAL: Mere indication of
5. Obligations in foreign currency may be discharged
the particular fund out of which
in Philippine currency based on the prevailing rate
reimbursement is to be made, or an
at the time of payment, pursuant to RA 8183 (Asia
indication of a particular account to be
World Recruitment v NLRC, 1999).
debited with the amount
ii. “A statement of the transaction which
1.5. Time of Payment must be Certain
gives rise to the instrument.
 Purpose: Informing the holder of the
instrument of the date when he may enforce
1
payment thereof.
Suggested Mnemonics: UP MaSCoT’S PaWN: Unconditional
order and Promise, payable in Money, Signed by maker,
 An instrument may be payable:
Certainty as to Time, Sum and Parties, in Writing, include
words of Negotiability. 1. on demand (Sec. 7. NIL)
 a. Expressed to be payable on demand, or at
sight, or on presentation;
b. No time for payment is expressed;
c. Where an instrument is issued, accepted, or
indorsed when overdue, it is, as regards the
person so issuing, accepting, or indorsing it,
payable on demand.
Demand instruments: Holder may call for
payment any time; maker has an option to
pay at any time, and the refusal of the holder
to accept payment will terminate the running
of interest, if any, but the obligation to pay
the note remains.
2. at a fixed time
a. Only on the stipulated date, and not before,
may the holder demand its payment.
b. Should he fail to demand payment, the
instrument becomes overdue but remains
valid and negotiable. It is merely converted
to a demand instrument.
3. at a determinable future time
a. Determinable future time, if expressed to be
payable (Sec. 4, NIL):
i. At a fixed period after date of sight;
ii. On or before a fixed or determinable
future time specified therein;
iii. On or at a fixed period after the
occurrence of a specified event which is
certain to happen, though the time of
happening be uncertain.
b. If payable upon a contingency, both
negotiable, and the happening of the event
does not cure the defect.
4. Effect of acceleration provisions
o If option (absolute or conditional) to
accelerate maturity is on the maker,
still NEGOTIABLE.
 Maker may pay earlier than the
date fixed but this option, if
exercised, would be a payment in
advance of a legal liability to pay.
It is still payable on the date fixed,
and holder has no right to
enforce payment against the
maker before such date.
o If option to accelerate is on the holder:
 If option can be exercised only after
the happening of a specified
event/act over which he has no
control (conditional), still
NEGOTIABLE.
 If option is unconditional, time of
payment is rendered uncertain,
NOT negotiable.
o Other instances where instrument still
NEGOTIABLE:
 When option given to the holder to
accelerate the maturity of an
installment note upon failure of the
maker to pay any installment when
due.
 Acceleration, automatic upon
default.
 Acceleration by operation of law.
5. Provisions extending time of payment
o General rule: Negotiability not affected.
Effect is similar with that of an
acceleration clause at the option of the
maker.
 Negotiability not affected, even if the
holder is given the option to extend
time of payment by mere inaction
or indulgence for an indefinite time
depending on his will, because with
or without this provision, the holder
may always choose to be indulgent.
o Exception: Where a note with a fixed
maturity provides that the maker has the
option to extend time of payment until
the happening of contingency,
instrument NOT negotiable. The time
for payment may never come at all.
1.6. Must be Payable to Order or to Bearer/ Must
contain Words of Negotiability
 words of negotiability - serve as an
expression of consent that the instrument
may be transferred.
o But the instrument need not follow the
language of the law; any term which
clearly indicates an intention to
conform with the legal requirements is
sufficient.
Salas v CA (1990)
Among others, the instrument in order to be
considered negotiable must contain the so-called
"words of negotiability — i.e., must be payable to
"order" or "bearer"". Under Section 8 of the
Negotiable Instruments Law, there are only two ways
by which an instrument may be made payable to
order. There must always be a specified person
named in the instrument and the bill or note is to be
paid to the person designated in the instrument or to
any person to whom he has indorsed and delivered
the same.
Caltex v. CA (1992)
The negotiability or non-negotiability of an instrument
is determined from the face of the instrument itself.
The duty of the court in such case is to ascertain, not
what the parties may have secretly intended but what
is the meaning of the words they have used.
Traders Royal Bank v. CA (1997)
The language of negotiability which characterize a
negotiable paper as a credit instrument is its freedom
to circulate as a substitute for money. Hence,
freedom of negotiability is the touchtone 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.
 Postal money order, not negotiable, because
it does not contain words of negotiability.
  Where words "or bearer" printed on a check
are cancelled by the drawer, instrument not
negotiable.
 Bearer instrument may be negotiated by
mere delivery.
 When instrument is payable to bearer (Sec. 9,
NIL):
a. Expressed to be so payable - ex: "I
promise to pay the bearer the sum…."
b. Payable to a person named therein or
bearer – ex. "Pay to A or bearer."
c. Payable to the order of a fictitious person or
non-existing person, and such fact was
known to the person making it so payable -
ex: "Pay to John Doe or order."
d. Name of payee does not purport to be the
name of any person - ex: "Pay to cash;"
"Pay to sundries."
e. Only or last indorsement is an indorsement
in blank.
Ang Tek Lian v. CA (1950)
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
drawer's indorsement.
A check payable to bearer is authority for payment
to the holder. Where the check is in the ordinary
form and is payable to bearer, so that no
indorsement is required, a bank, to which it is
presented for payment, need not have the holder
identified, and is not negligent in failing to do so.
 Order Instrument, negotiation requires
delivery and indorsement of the transferor.
» When instrument is payable to order:
Drawn payable to the order of a specified
person or to him or his order (Sec. 8, NIL).
» Without the words "to order" or "to the
order of," the instrument is payable only to
the person designated therein and is
therefore non-negotiable. (Campos, as cited
in Consolidated Plywood Industries v IFC
Leasing, 1987)
1.7. Parties must be designated with Certainty
a. Maker and drawer
 Sign the instrument at the lower
right-hand corner.
b. Payee
 When negotiating, sign at the back;
same with indorsers.
a. Drawee
 Name usually at the lower left-hand
corner, or across the top.
 If instrument addressed to drawee,
he must be named or indicated with
reasonable certainty.
 If it is not clear in what capacity the person
signed, said person is considered an
indorser
2 Provisions Not Affecting Negotiability,
(Sec. 5)2
1. Authorizes sale of collateral securities;
2. Authorizes confession of judgment if instrument
not paid at maturity;
3. Waives the benefit of any law intended for the
advantage or protection of the obligor; or
4. Gives holder election to require something to be
done in lieu of payment of money. (if in addition to
money – not NI)
 Negotiability affected, when instrument
contains a promise or order to do any act in
addition to the payment of money.
PNB v. Manila Oil Refining (1922)
In this case, the note contains a provision that in case
that it would not be paid at maturity, the "maker
authorizes any attorney to appear and confess
judgment thereon."
The Court ruled that said judgment note is illegal and
inoperative as such is against public policy. It noted
that it is in derogation of the constitutional safeguards
(a day in court). Such judgment note can only be
valid if given express legislative sanction.
In common law, two kinds of judgment by confession:
 Judgment by cognovit actionem
 Confession relicta verificatione
3. Omissions Not Affecting Negotiability
(Sec. 6)
1. Non-dating of the instrument
2. Non-specification of value given, or that any value
had been given
3. Non-specification of place where it is drawn or
place where it is payable
4. Bears a seal
5. Designation of particular kind of currency in which
payment is to be made
4. Rules of Construction (Sec.17)
1. Sum expressed in words takes precedence over
sum in numbers; BUT where words are so
ambiguous or uncertain, reference to the figures
should be made
2. Where interest is stipulated, without specification
of the starting date, the interest runs from the
date of the instrument, and if undated, from the
issue thereof
3. An undated instrument is considered dated as of
time issued.
4. Written provisions prevail over printed provisions
5. Where the instrument is ambiguous as to whether
it is a note or a bill, the holder may treat it as
either at his election
6. When the capacity of signatory is not clear, he is
to be deemed an indorser
2
Suggested Mnemonic: WEJy S: Waives, gives holder Election,
confession of Judgment, Sale of Securities
7. “I promise to pay” when signed by two or more
persons is deemed to be jointly and severally
signed
Chapter III. TRANSFER
1. Delivery and Issuance
A. Delivery means transfer of possession of
instrument by the maker or drawer, with intent
to transfer title to the payee and recognize him
as holder thereof. (de la Victoria v. Burgos)
B. NI incomplete and revocable until delivery for
the purpose of giving effect thereto as
between (Sec. 16, NIL):
1. immediate parties
2. a remote party other than holder in due
course
C. delivery, to be effectual, must be made by or
under the authority of the party making /
drawing / accepting/indorsing
D. delivery may be shown to have been
conditional, or for a special purpose only, and
not for the purpose of transferring the property
in the instrument
E. PRESUMPTION OF DELIVERY
1. Where the instrument is no longer in the
possession of a party whose signature
appears thereon, a valid and intentional
delivery by him is presumed until the
contrary is proved
2. if it is in the hands of a HDC, the
presumption is conclusive
3. Camposes: Should an undelivered
instrument come into the hands of a holder
in due course, the maker is liable to him
regardless of any proof of the lack of valid
delivery.
F. PRESUMPTION AS TO DATE
1. Date is not an essential element of
negotiability
2. An undated instrument is considered to be
dated as of the time it was issued
GEMPESAW v CA (1993)
Every contract on a negotiable instrument is
incomplete and revocable until delivery of the
instrument to the payee for the purpose of giving
effect thereto. The first delivery of the instrument,
complete in form, to the payee who takes it as a
holder, is called issuance of the instrument. Without
the initial delivery of the instrument from the drawer
of the check to the payee, there can be no valid and
binding contract and no liability on the instrument.
2. Negotiation
 When an instrument is transferred from one
person to another as to constitute the
transferee the holder thereof.
 If payable to BEARER, negotiated by delivery; if
payable to ORDER, negotiated by indorsement
of holder + delivery (Sec.30, NIL)
SESBREÑO v. CA (1993)
A NI may, instead of being negotiated, ALSO be
assigned or transferred. A non-NI may not be
negotiated; but it may be assigned or transferred,
absent an express prohibition against assignment or
transfer written in the face of the instrument.
3. Indorsement
 The indorsement must be written on the
instrument itself or on a paper attached thereto
(allonge). The signature of the indorser, without
additional words, is sufficient indorsement.
(Sec.31, NIL)
 Indorser generally enters into two contracts
(Implied contracts by Indorser):
1. sale or transfer of instrument
2. to pay instrument in case of default of maker
 Indorsement must be of entire instrument (can’t
be indorsement of only part of amount payable,
nor can it be to two or more indorsees severally.
But okay to indorse residue of partially paid
instrument) (Sec. 32, NIL)
3.1. Kinds of Indorsements (Sec. 33)
1. as to manner of future method of
negotiation(Sec. 35, NIL):
a. special – specifies the person to whom/to
whose order the instrument is to be payable;
indorsement of such indorsee is necessary to
further negotiation.
 A special indorser is liable to all
subsequent holders, unless the
instrument is an originally bearer
instrument, in which case he is liable only
to those who take title through his
indorsement (Sec 40, NIL)
b. blank – specifies no indorsee, instrument so
indorsed is payable to bearer, and may be
negotiated by delivery
 a person who negotiates by mere
delivery is liable only to his immediate
transferee.
 the holder may convert a blank
indorsement into a special indorsement
by writing over the signature of the
indorser in blank any contract consistent
with the character of the indorsement
 An order instrument may be converted into a
bearer instrument by means of a blank
indorsement.
 But a bearer instrument remains as such
whether it has been indorsed specially or in
blank. It is the liability of the indorser which
is affected.
2. as to kind of title transferred:
a. restrictive – such indorsement either:
1) prohibits further negotiation of
instrument,
o In this kind of restrictive indorsement,
the prohibition to transfer or negotiate
 must be written in express words
at the back of the instrument, so
that any subsequent party may be
forewarned that ceases to be
negotiable. However, the restrictive
indorsee acquires the right to receive
payment and bring any action
thereon as any indorser, but he can
no longer transfer his rights as such
indorsee where the form of the
indorsement does not authorize him
to do so. (Gempesaw v CA 1993)
2) constitutes indorsee as agent of
indorser, or
3) vests title in indorsee in trust for
another
o rights of indorsee in restrictive
ind.:
a) receive payment of inst.
b) Bring any action thereon
that indorser could bring
c) Transfer his rights as such
indorsee, but all
subsequent indorsees
acquire only title of first
indorsee under restrictive
indorsement
b. non-restrictive
3. as to kind of liability assumed by indorser
a. qualified
 constitutes indorser as mere assignor of
title (eg. “without recourse”) (Sec. 38,
NIL).
 But this does not mean that the
transferee only has the rights of an
assignee. Transfer remains a parties
negotiation and transferee can still be a
holder capable of acquiring a title free
from defenses of prior parties.
 It relieves the qualified indorser of his
liability to pay the instrument should
the maker be unable to pay at maturity.
b. unqualified
4. as to presence/absence of express limitations
put by indorser upon primary obligor’s privileges
of paying the holder:
a. conditional – additional condition annexed
to indorser’s liability. (Sec. 39, NIL)
o Where an indorsement is conditional, a
party required to pay the instrument
may disregard the condition, and make
payment to the indorsee or his
transferee, whether condition has been
fulfilled or not
o Any person to whom an instrument so
indorsed is negotiated will hold the
same/proceeds subject to rights of
person indorsing conditionally
b. unconditional
5. other classifications:
a. Absolute – One by which the indorser binds
himself to pay, upon no other condition than
the failure of prior parties to do so, and of
due notice to him of such failure
b. Joint - Where instrument payable to the order
of two or more payees or indorsees not
partners, all must indorse, unless the one
indorsing has authority to endorse for the
others (Sec. 41, NIL)
c. Irregular - Where a person, not otherwise a
party to the instrument, places thereon his
signature in blank before delivery, he is liable
as indorser
3.2. Other Rules on Indorsement
1. Indorsement by Collecting Bank - holder
deposits check with a bank other than the
drawee, would in effect be negotiating the check
to such bank, since he would have to indorse the
check before the bank will accept it for deposit.
In most cases, the bank is acting as a mere
collecting agent.
2. Negotiation by Joint or Alternative Payees or
Indorsees - all must indorse, unless the one
indorsing has authority to endorse for the others
3. Unindorsed instruments – Sec 49, NIL Where
holder of instrument transfers for value without
indorsing, transfer vests in transferee:
a. such title as transferor had therein, subject to
defenses and equities available to prior
o ex: transferee can sue the transferor,
though he does not thereby automatically
become a HDC (Furbee v. Furbee,
1936)
b. right to have indorsement of transferor, after
which, he becomes a holder or possibly a
HDC
o For purposes of determining whether or
not the transferee becomes a HDC after
securing the transferor’s indorsement,
note that Sec. 52 must be met at the
time of the negotiation, i.e., when
indorsement is actually made.
BPI vs CA (2007)
The transaction [in Sec. 49, NIL] is an equitable
assignment and the transferee acquires the
instrument subject to defenses and equities available
among prior parties. Thus, if the transferor had legal
title, the transferee acquires such title and, in
addition, the right to have the indorsement of the
transferor and also the right, as holder of the legal
title, to maintain legal action against the maker or
acceptor or other party liable to the transferor. The
underlying premise of this provision, however, is that
a valid transfer of ownership of the negotiable
instrument in question has taken place.
Transferees in this situation do not enjoy the
presumption of ownership in favor of holders since
they are neither payees nor indorsees of such
instruments… Thus, something more than mere
possession by persons who are not payees or
indorsers of the instrument is necessary to authorize
payment to them in the absence of any other facts
from which the authority to receive payment may be
inferred.

4. Cancellation of Indorsements - Holder may

strike out indorsements not necessary to his
title. The endorser whose endorsement was
struck out, and all endorsers subsequent to him,
are relieved from liability on the instrument
(Sec. 48, NIL)

5. Indorsement by Agent - agent should make it

plain that he is signing in behalf of a principal
otherwise he may be made personally liable
(Sec 20, NIL)

o The Negotiable Instruments Law provides

that where any person is under obligation to
indorse in a representative capacity, he
may indorse in such terms as to negative
personal liability. An agent, when so
signing, should indicate that he is merely
signing in behalf of the principal and must
disclose the name of his principal; otherwise
he shall be held personally liable.
(FRANCISCO v CA, 1990)

6. Presumption as to Indorsement
o Time (Sec.45, NIL) - Every negotiation
deemed prima facie effected before
instrument was overdue, except where
indorsement bears date after maturity of
the instrument.
o Place (Sec.46, NIL) - Every indorsement is
presumed prima facie made at place where
instrument is dated
o Where instrument drawn or indorsed to
person as cashier (Sec.42, NIL) - deemed
prima facie to be payable to the bank or
corporation of which he is such officer; may
be negotiated by either the indorsement (1)
of the bank or corporation or (2) of the
officer.

7. Continuation of Negotiable Character - An

NI, although overdue, retains its negotiability
unless it has been paid or restrictively indorsed
to prevent further negotiation (Sec. 47, NIL)

8. Indorsement of bearer inst.

o Where an instrument payable to bearer is
indorsed specially, it may nevertheless be
further negotiated by delivery
o Person indorsing specially liable as indorser
to only such holders as make title through
his indorsement
Chapter IV. HOLDER IN DUE
COURSE
1. Holder (Sec. 191)
 Definition: Payee or indorsee of a bill or
note who is in possession of it, or the
bearer thereof.
 RIGHTS OF HOLDER (Sec. 51, NIL)
1.sue thereon in his own name
2.payment to him in due course discharges
instrument
2. Three Kinds of DUE COURSE Holding
a. HDC under Sec 52
b. HDC under Sec 58 : A holder who derives
title to the instrument through a HDC has
all the rights of the latter even though he
himself satisfies none of the requirements
of due course holding (Campos & Campos)
c. HDC under Sec 59 (presumption): every
holder is deemed prima facie to be a holder
in due course
3. Requisites to become a holder in due
course (Sec.52)3
SALAS v. CA (1990)
The indorsee was a HDC, having taken the
instrument under the following conditions: (1) it is
complete and regular upon its face; (2) it became
the holder thereof before it was overdue; (3) it took
the same in good faith and for value; and (4) when
it was negotiated to the indorsee, the latter had no
notice of any infirmity in the instrument or defect in
the title of the previous indorser.
HDC is one who has taken the instrument under the
following conditions:
3.1. That it is complete and regular upon its
face
1. COMPLETE
o An instrument is complete if it contains
all the requisites for making it a
negotiable one, even if it may have
blanks as to non-essentials.
o It is incomplete when it is wanting in
any material particular or particular
proper to be inserted in a NI without
w/c the same will not be complete.
2. Material Particulars
o What are material particulars? A change
in the ff. is considered a material
alteration (Sec. 125, NIL):
3
suggested mnemonics: GROIN: Good faith and value,
complete and Regular, not Overdue, no notice of Infirmity at
time of Negotiation; or GROCI: Good faith and value, Regular,
not Overdue, Complete, no Infirmity,
i.
ii.
The date;
The sum payable, either for principal
or interest;
iii. The time or place of payment;
iv. The number or the relations of the
parties;
v. The medium or currency in which
payment is to be made;
vi. Or which adds a place of payment
where no place of payment is
specified,
3. Rights of HDC of instrument that has been
materially altered
o enforce payment thereof according to its
original tenor IF not a party to the
alteration. (Sec. 124, NIL)
3.2. That he became the holder of it before it
was overdue and without notice that it had been
previously dishonored, if such was the fact
1. “OVERDUE”
a. The ff. cannot be HDCs: (Sec. 53, NIL)
i. A holder who became such after the
date of maturity of the instrument
(instrument is overdue);
ii. In case of demand instruments, a
holder who negotiates it after an
unreasonable length of time after its
issue
b. Instruments with fixed maturity but
subject to acceleration: ultimate date of
maturity is the date of maturity for the
purpose of determining whether a
purchaser is a HDC
c. Undated instruments: Prima facie
presumption that it was negotiated
before it was overdue (Sec 45)
d. NOTE: An overdue instrument is still
negotiable, but it is subject to the
defense existing at the time of the
transfer.
2. DISHONOR
a. Non-acceptance
i. Occurs when drawee refuses to
accept the order of the drawer as
stated in the bill
ii. Applicable only to bills of exchange
iii. May occur before the date of
maturity of the bill
b. Non-payment
i. Occurs when the party primarily
liable fails to pay at the date of
maturity
ii. Date of Maturity
1) “payable after sight”—date of
presentment
2) Payable on the occurrence of a
specified event—date is fixed by
happening of event
3. An instrument is not invalid for the reason
only that it is ANTE-DATED OR POST-DATED
provided 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.12,
NIL)
3.3. That he took it in good faith AND for value:
1. HOLDER FOR VALUE - (a) Where value
has at any time been given for the
instrument, the holder is deemed a HFV in
respect to all parties who become such prior
to that time (Sec.26, NIL) and (b) Where
the holder has a lien on the instrument, he
is deemed a HFV to the extent of his lien
(Sec.27, NIL).
a. PRESUMPTION – Every NI is deemed
prima facie issued for valuable
consideration; and every person whose
signature appears thereon to have
become a party thereto for value (Sec.
24, NIL)
i. In actions based upon a negotiable
instrument, it is unnecessary to
aver or prove consideration, for
consideration is imported and
presumed from the fact that it is a
negotiable instrument. The
presumption exists whether the
words "value received" appear on
the instrument or not (Ong v
People, 2000)
ii. BAYANI VS. PEOPLE (2004)
1) Under Section 28 of the
Negotiable Instruments Law
(NIL), absence or failure of
consideration is a matter of
defense only as against any
person not a holder in due
course.
2) Moreover, Section 24 of the
NIL provides the presumption
of consideration. Such
presumption cannot be
overcome by the petitioner’s
bare denial of receipt of the
[consideration].
3) Only evidence of the clearest
and most convincing kind will
suffice for that purpose.
(Travel-On Inc v CA, 1992)
b. VALUE - any consideration sufficient to
support a simple contract. An
antecedent or pre-existing debt
constitutes value, whether the
instrument is payable on demand or at
a future time. (Sec.25, NIL)
i. MERCHANTS’ NATIONAL BANK
OF ST. PAUL v. STA. MARIA
SUGAR CO. (1914)
The mere discounting of the note
and placing the amount of said
discount to the credit of the HFV
would not then have constituted a
transfer for value. But if the sum
had subsequently been checked
out, then value would have passed.
The general rule as to the application
of payments, there being no special
facts to interfere, is that the first
payments apply to the oldest debts.
The first debits are to be charged
against the first credits. It follows
therefore, upon the facts as found,
that the bank was a bona fide HFV
without notice, and, in accordance
with the stipulation, judgment should
be entered for the plaintiff upon the
note. Judgment reversed.
ii. Bank credit as value - When the
holder of a check deposits it with his
bank (assuming it is not the drawee
bank) and the bank credits it to his
account, is the bank at this stage a
HFV?
o Majority View  first money in
is presumed to be the first
money paid out
o Minority View  as long as the
balance in the depositor’s
account equals or exceeds the
amount of the instrument
deposited, the latter cannot be
considered as withdrawn for the
purpose of treating the bank as a
HFV.
o (So far, there has been no
decision by the SC on this issue.)
2. GOOD FAITH
a. Holder must have taken the instrument in
good faith and that at the time it was
negotiated to him he had no notice of any
infirmity in the instrument or defect in
the title of the person negotiating it.
b. NOT a Holder in GOOD FAITH
i. Holder acted in bad faith
ii. Holder had NOTICE OF DEFECT
1) ACTUAL KNOWLEDGE
 SEC 56. WHAT
CONSTITUTES NOTICE
OF DEFECT—To
constitute notice of an
infirmity in the
instrument or defect in
the title of the person
negotiating the same,
the person to whom it is
negotiated must have
had actual knowledge of
the infirmity or defect,
or knowledge of such
facts that his action in
taking the instrument
amounted to bad faith.
 It is therefore sufficient
that the buyer of a note
had notice or knowledge
that the note was in
some way tainted with
fraud. It is not necessary
that he should know the
particulars of the fraud.
 2) SUSPICIOUS STATE INVESTMENT HOUSE v. IAC (1989)
CIRCUMSTANCES
a. BAD FAITH - does not A check with 2 parallel lines in the upper left hand
require actual corner means that it could only be deposited and may
knowledge of the exact not be converted to cash. Consequently, such
fraud that was circumstance should put the payee on inquiry and
practiced; knowledge upon him devolves the duty to ascertain the holders’
that there was title to the check or the nature of his possession.
something wrong Failing in this respect, the payee is declared guilty of
about the assignor’s gross negligence amounting to legal absence of good
acquisition of title is faith and as such the consensus of authority is to the
sufficient. effect that the holder of the check is not a holder in
b. The burden is upon the good faith.
defendant to show that
notwithstanding the YANG v. CA (2003)
SUSPICIOUS
CIRCUMSTANCES, it … in accepting the cross checks and paying cash for
acquired the check in them, despite the warning of the crossing, the
actual good faith. (De subsequent holder could not be considered in good
Ocampo & Co. v. faith and thus, not a holder in due course.
Gatchalian)
o Purchase of an
instrument at a iii. FINANCING COMPANY
DISCOUNT does not, 1) Consolidated Plywood v. IFC:
of itself, constitute bad A FINANCING COMPANY
faith. However, if the that is the indorsee of a note
instrument is issued by a buyer payable to
pruchased at a heavy the seller of goods is NOT a
discount, this fact holder in good faith as to
together with other the buyer. In case the goods
facts, may be taken sold turn out to be defective,
into account in it cannot recover the
deciding the issue of purchase price of the goods
purchase in good faith. from the buyer.
(Ham v. Meritt) 2) In installment sales, the
buyer usually issues a note
VICENTE R. DE OCAMPO & CO. v. GATCHALIAN, payable to the seller to cover
ET. AL. (1961) the purchase price.
3) Many times, pursuant to a
In order to show that the defendant had knowledge previous arrangement with
of such facts that his action in taking the instrument the seller, a finance
amounted to bad faith, it is not necessary to prove company pays the full price
that the defendant knew the exact fraud that was of the property sold and the
practiced upon the plaintiff by the defendant’s note is indorsed to it by the
assignor, it being sufficient to show that the seller, subrogating it to the
defendant had notice that there was right to collect the price from
something wrong about the assignor’s the buyer.
acquisition of title, although he did not have 4) RULE  In such cases, the
notice of the particular wrong that was committed. tendency of the courts is to
…The fact is that it acquired possession of the protect the buyer against the
instrument under circumstances that should have finance company in the
put it to inquiry as to the title of the holder who event that the goods sold
negotiated the check to it. The burden was, turn out to be defective. The
therefore, placed upon it to show that finance company will be
notwithstanding the suspicious circumstances, it subject to the defense of
acquired the check in actual good faith. failure of consideration and
One line of cases had adopted the test of the cannot recover the purchase
reasonably prudent man and the other that of actual price from the buyer. NOTE:
good faith. It would seem that it was the intent of Consolidated Plywood v. IFC
the Negotiable Instruments Act to harmonize this  rule applied; Salas v. CA
disagreement by adopting the latter test.  rule not applied
Negligence on the part of the plaintiff, or suspicious
circumstances sufficient to put a prudent man on
inquiry, will not of themselves prevent a recovery, 3.4. That at time it was negotiated to him, he
but are to be considered merely as evidence bearing had no notice of :
on the question of bad faith. o any infirmity in instrument
 o any defect in title of person
negotiating;
1. title DEFECTIVE when (Sec. 55, NIL):
a. instrument / signature obtained by
fraud, duress, force or fear or other
unlawful means OR for an illegal
consideration; or
b. instrument is negotiated in breach of
faith, or fraudulent circumstances
2. NOTICE of infirmity or defect –
a. actual knowledge of the infirmity or
defect OR knowledge of such facts that
his action in taking the instrument
amounted to bad faith (Sec.56, NIL)
b. Notice to an AGENT is chargeable
against the principal.
c. INSUFFICIENT NOTICE
i. CONSTRUCTIVE NOTICE (ex.
notice of defenses disclosed by
public records, doctrine of lis
pendens) is insufficient to charge a
purchaser of a NI with notice.
 Just as a purchaser of a
negotiable instrument is
not put on inquiry, neither
is he charged with notice of
defenses or equities
disclosed by public records,
nor is he affected by the
doctrine of lis pendens.
However, notice to an
agent is chargeable against
the principal.
ii. Notice of an ACCOMODATION
PARTY is not notice of a defect.
 Thus, an accomodation
party (one who has signed
the instrument as maker,
drawer, acceptor or
endorser, without
receiveing value therefor,
and for the purpose of
lending his name to some
other person) is liable on
the instrument,
notwithstanding the fact
that the holder knew him
to be an accomodation
party.
d. RIGHT of a transferee who receives
NOTICE of any infirmity or defect
BEFORE he has PAID THE FULL
amount for the instrument
i. He will be deemed a HDC only to
the extent of the amount therefore
paid by him (Sec.54, NIL)
4. Effect of Qualified, Conditional and
Restrictive Indorsements
A. The status of a holder as a HDC is not
affected by his taking under a qualified
indorsement.
B. A conditional indorsement does not
deprive the conditional indorsee or
subsequent holder of the rights of a HDC. If
he fulfills all the requisites in Sec. 52 then he
is immune from all the personal defense.
C. A restrictive indorsement which prohibits
further negotiation will not prevent the
indorsee from being a HDC. BUT, if he
further indorses the instrument, then the
subsequent indorsee will not be a due course
holder.
5. Who is Deemed HDC (burden of proof)
(Sec.59)
A. General Rule: Prima facie presumption in
favor of holder
B. Exception: Burden is reversed (burden on
holder to prove that he or some person under
whom he claims acquired title as HDC) when
it is shown that the title of any person who
has negotiated instrument was defective
C. Exception to exception: There will be no
reversal if the party being made liable
became bound prior to the acquisition of such
defective title (i.e., where defense is not his
own) – presumption in favor of holder
6. Rights of Holder in Due Course
6.1. Under the NIL4
1. to sue on the instrument in his own
name (Sec. 51, NIL)
2. to receive payment on the instrument –
discharges the instrument (Sec. 51,
NIL)
3. holds instrument free of any defect of
title of prior parties (Sec. 57, NIL)
4. free from defenses available to prior
parties among themselves (Sec.57, NIL)
5. may enforce payment of instrument for
full amount, against all parties liable
(Sec.57, NIL)
6.2. JUR: BPI v. ALFRED BERWIN & CO. Only
a HDC may enforce payment on the PN. In
CAB, it is not clear whether A (the payee) is still
the HDC since D (the maker) believed that A may
have negotiated it. Thus, to compel D to pay
would expose him to pay a second time to the
HDC (in case A was no longer one).
6.3. DISADVANTAGE of being a NON HDC:
o The Negotiable Instruments Law does not
provide that a holder not in due course
can not recover on the instrument. The
disadvantage of … 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.
(Atrium Mgt v de Leon, 2001)
4
Suggested Mnemonics: REFS: Receive and Enforce payment,
Free from any defect of title and defenses, Sue
7. Rights of Purchaser from Holder in Due
Course (Sec.58)

7.1. General Rule: In the hands of any holder

other than a HDC, NI is subject to same
defenses as if it were non-negotiable.

7.2. Exception: A holder who derives title

through a HDC and who is NOT himself A PARTY
TO ANY FRAUD or illegality has all rights of such
former holder in respect to all parties prior to
the latter EVEN though he himself does not
satisfy Sec.52

8. Presumption in Favor of Due Course

Holding

A. Every holder is deemed prima facie to be a

holder in due course;
1. BURDEN SHIFTS when it is shown that
the title of any person who has
negotiated the instrument was
defective. Holder MUST PROVE that he
or some person under whom he claims
acquired the title as a holder in due
course.
2. But the last mentioned rule does not
apply in favor of a party who became
bound on the instrument prior to the
acquisition of such defective title.
(Sec.59., NIL)
B. However, this presumption arises only in
favor of a person who is a holder as defined
in Section 191 of the Negotiable
Instruments Law, meaning a “payee or
indorsee of a bill or note, who is in
possession of it, or the bearer thereof.”
(Yang v CA, 2003)
Chapter V. DEFENSES & EQUITIES
1. Defenses in General
1.1. REAL defense – attaches to instrument on
the principle that there was no contract at all;
available against ALL holders including holders
in due course. They are those which attach to
the instrument itself and generally, disclose an
absence of one of the essential elements of a
contract.
1.2. PERSONAL defense – grows out of the
agreement or conduct of a particular person in
regard to the instrument which renders it
inequitable FOR HIM, though holding the legal
title, to enforce it against the party sought to be
made liable; not available against a HDC.can be
raised only against holders not on due course.
Here, the true contract appears , but for some
reason , the defendant is excused from the
obligation to perform.
1.3. Equities or Claims of Ownership are of
2 Kinds
1. Legal – one who has legal title to the
instrument may recover possession
thereof even from holder in due course
2. Equitable – may only recover from a
holder not in due course
2. Real Defenses
2.1. Incapacity: REAL defense but available
only to the incapacitated party (ex. minor or
corporation); the indorsement or assignment of
the instrument by a corp. or by an infant passes
the property therein, notwithstanding that from
want of capacity, the corp. or infant may incur
no liability thereon. (Sec.22, NIL)
2.2. Incomplete, Undelivered Instrument
1. Instrument will not, if completed and
negotiated without authority, be a valid
contract in the hands of ANY holder, as
against any person whose signature
was placed thereon before delivery.
(Sec. 15, NIL)
2. Who may be estopped from raising the
real defense under Sec 15? A drawee
bank whose negligent custody of the
checks, after partial execution,
contributed to its escape
3. Personal Defenses
3.1. Complete, Undelivered Instrument
a. CONCLUSIVE presumption of a valid
delivery – where the instrument is in the
hands of a HDC
b. PRIMA FACIE presumption of a valid
delivery – where the instrument is no longer
in the possession of a party whose sig
appears thereon (Sec. 16, NIL)
3.2. Incomplete, Delivered (sec.14)
1. This is a personal defense only because
provision states that if any instrument so
completed is negotiated to a holder in
due course, it is valid and effectual for
all purposes
2. 2 Kinds of Writings:
i. Where instrument is wanting in any
material particular: person in
possession has prima facie authority
to complete it by filing up blanks
therein
ii. Signature on blank paper
delivered by person making the
signature IN ORDER that the paper
may be CONVERTED into a NI 
operates as prima facie authority to
fill up as such for any amount
3. The authority to fill up is limited by the
following:
a. When completed, it may be enforced
upon the parties thereto only if it was
filled strictly in accordance with the
authority given
b. The filling up must be within a
reasonable time
NOTE: If the signature on a paper is
given only for autograph purposes and
the same is converted into a NI, this
will amount to forgery, constituting
thus a valid defense even against a
HDC
4. This provision contemplates delivered
instruments, so the person in possesion
cannot be a thief or a finder but a person
in lawful possession- one to whom the
instrument has been delivered.
5. In order that any such instrument, when
completed, may be enforced against any
person who became a party thereto prior
to its completion:
a. must be filled up strictly in
accordance w/ AUTHORITY given
b. within a REASONABLE TIME – in
determining what is reasonable time,
regard is to be had to the (1) nature
of the instrument, (2) usage of trade
or business (if any) with respect to
such instruments, and 3) the facts of
the particular case
6. BUT if negotiated to HDC, may enforce it
as if it had been filled up properly
7. What details may be filled up?
a. Amount, as to a signed blank paper
b. Date (Sec 13 “… The insertion of a
wrong date does not void the
instrument in the hands of a
subsequent holder in due course…”)
c. Place of payment
d. Name of payee
3.3. Lack of Consideration(Sec. 28)
 1. ABSENCE or failure of consideration is a
matter of defense as against any person not
a HDC.
2. PARTIAL FAILURE of consideration is a
defense pro tanto whether the failure is an
ascertained and liquidated amount or
otherwise .
3.4. Illegality
1. In general, a PERSONAL defense even if
CC1409 provides that a contract with an
illegal cause is void.
2. REAL when the law expressly provides for
illegality as a real defense (Statutory
declaration of illegality
RODRIGUEZ v MARTINEZ (1905)
Maker cannot be relieved from the obligation of
paying the holder the amount of the note alleged
to have been executed for an unlawful
consideration. (Illegality is personal, so defense
only against a holder not in due course)
The holder paid the value of the note to its former
holder. He did so without being aware of the fact
that the note had an unlawful origin. He accepted
note in good faith, believing the note was valid
and absolutely good. The maker even assured the
holder before the purchase that the note was good
and that he would pay it at a discount .
3.5. Duress
1. In general, PERSONAL defense.
2. REAL if duress so serious as to give
rise to a real defense for lack of
contractual intent
3. CAMPOS: There may be cases where
the duress employed is so serious that
it will give rise to a real defense
because of the lack of contractual intent
. Although the signer may know what
he is signing, there may be wanting the
intent or willingness to be bound. Then
it becomes a real defense.
4. Sometimes Real, Sometimes Personal
4.1. Forgery (Sec. 23): made without
authority of person whose signature it purports
to be
1. In general, a REAL defense: …
Effect
a. signature is wholly inoperative
b. no right to retain instrument, or
give discharge, or enforce payment
against any party thereto, can be
acquired through or under such
signature (unless forged signature
unnecessary to holder’s title)
c. No subsequent party can acquire
the right against any party thereto
(prior to the forgery) to:
i. Retain the instrument
ii. Give a discharge there for
iii. Enforce payment thereof
2. PERSONAL if the party against whom it is
sought to enforce such right is
PRECLUDED from setting up forgery/want
of authority;
a. Who are PRECLUDED?
i. parties who make certain
warranties, like a general
indorser or acceptor after forgery
(Sec. 62, NIL)
ii. estopped / negligent parties
iii. parties who ratify (BUT there are
conflicting views whether
“precluded” includes ratification)
b. One view holds that a forged
signature cannot be ratified because
ratification involves the relation of
agency and a forger does not assume
to act for another.
3. ACCEPTANCE AND PAYMENT of a forged
instrument
When there is acceptance and payment
of a forged instrument, the rights and
liabilities of the parties depend on
whether the forgery pertains to the
drawer/maker’s signature or merely
of an indorsement.
a. Drawer/Maker’s signature
i. PRICE v NEAL, The drawee who
had paid an accepted bill as well
as a non-accepted bill, each of
which was forged, could NOT
recover the money paid out on
the bill. The neglect was on the
part of the drawee.
PNB v QUIMPO (1988)
A bank is bound to know the signatures of its
depositors. If bank pays a forged check it must be
considered as making the payment out of its own
funds and cannot charge the account of the
depositor whose signature was forged.
SAMSUNG CONSTRUCTION CO., INC. VS. FAR
EAST BANK AND TRUST CO. AND CA (2004)
Consequently, 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. A bank is liable, irrespective of its
good faith, in paying a forged check.
ii. Extensions Of The Price v Neal
Doctrine: The bar to recovery
(Price v Neal doctrine) is
extended to overdrafts and stop
payment orders
1) Overdraft occurs when a
check is issued for an
amount more than what the
drawer has in deposit with
 the drawee bank. RULE: authority.” In the instant case, it is the exception
The drawee who pays the that applies. Petitioner is precluded from setting up
holder of the bill cannot the forgery, assuming there is forgery, due to his
recover from the holder own negligence in entrusting to his secretary his
what he paid under credit cards and checkbook including the verification
mistake of his statements of account.
2) Stop Payment Order is
one issued by the drawer SAMSUNG CONSTRUCTION CO., INC. VS. FAR
of a check countermanding EAST BANK AND TRUST CO. AND CA (2004)
his first order to the
drawee bank to pay the The general rule remains that the drawee who has
check. RULE: The drawee paid upon the forged signature bears the loss.
bank is bound to follow the The exception to this rule arises only when
order, provided it is negligence can be traced on the part of the drawer
received prior to its whose signature was forged, and the need arises to
certification or payment of weigh the comparative negligence between the
the check drawer and the drawee to determine who should
3) SOME EXCEPTIONS: bear the burden of loss.
o If the payment to holder is Still, even if the bank performed with utmost
a legitimate debt of the diligence, the drawer whose signature was forged
drawer which the holder in may still recover from the bank as long as he or she
due course could have is not precluded from setting up the defense of
recovered from the drawer forgery. After all, Section 23 of the Negotiable
anyway. Instruments Law plainly states that no right to
o If the stop order comes enforce the payment of a check can arise out of a
after the bank has certified forged signature. Since the drawer, Samsung
or accepted the check, the Construction, is not precluded by negligence from
bank is under the legal setting up the forgery, the general rule should
duty to pay the holder and apply.
will not be liable to the
drawer for doing so. b. Indorsement:
i. When it is the signature of the
iii. Effect Of Negligence Of indorser that is forged, the
Depositor - If proximate cause drawee and drawer CAN recover
of loss, the bank (drawee) is vs holder
not liable 1) The drawee can recover the
amount paid by him in cases
1) It is the duty of the where only an indorsement
depositor/drawer to has been forged . This is
carefully examine bank’s because drawee makes no
statements, cancelled warranty as to the
checks, his check stubs, genuineness of any
and other pertinent records indorsement.
within a reasonable time 2) Generally, the drawee may
and to report any errors only recover from the holder.
without unreasonable Should he fail to do so(for
delay. instance due to insolvency)
2) If a drawer/depositor’s he cannot recoup his loss by
negligence and delay charging it to the drawer’s
should cause a bank to account
honor a forged check, 3) Although a depositor/drawer
drawer cannot later owes a duty to his drawee
complain should bank bank to examine his
refuse to recredit his cancelled checks, he has no
account. similar duty as to forged
indorsements.
ILUSORIO vs CA (2002) 4) The drawer, as soon as he
comes to know of the a
True, it is a rule that when a signature is forged or forged indorsement should
made without the authority of the person whose promptly notify the drawee
signature it purports to be, the check is wholly bank
inoperative.
However, the rule does provide for an exception, REPUBLIC v EBRADA
namely: “unless the party against whom it is
sought to enforce such right is precluded Drawee can recover. It is not supposed to be the
from setting up the forgery or want of duty of the drawee to ascertain whether the
 signatures of the payee or indorsers are genuine indorsements considering
or not. that the act of presenting the
check for payment to the
ii. When drawee may recover drawee is an assertion that
from DRAWER the party making the
presentment had done its
1) Where the instrument is duty to ascertain the
originally a bearer genuineness of the
instrument, because the indorsements. (BPI v CA,
indorsement can be 1992)
disregarded as being 3) In presenting the checks for
unnecessary to the holder’s clearing the collecting agent,
title made an express guarantee
2) Indorsement forged by an on the validity of “all the
employee or agent of the prior endorsements”. ( BDO
drawer v Equitable bank)
3) If due to the drawer’s 4) The drawee bank is not
negligence/delay, the similarly situated as the
forgery is not discovered collecting bank because the
until it is too late for the former makes no warranty
bank to recover from the as to the genuineness of any
holder or the forger indorsement. The drawee
bank’s duty is but to verify
GEMPESAW v CA, PBC the genuineness of the
drawer’s signature and not
While there is no duty resting on the drawer to look of the indorsement because
for forged indorsements on his cancelled checks, a the drawer is its client.
depositor is under a duty to set up an 5) Where the negligence of the
accounting system and business procedure as drawee bank is the
are reasonably calculated to prevent or render proximate cause of the
the forgery of indorsements difficult, collecting bank’s payment of
particularly by the depositor’s own employees. a check with a forged
As a rule the drawee bank who has paid the check indorsement, the drawee
with forged indorsement, cannot charge the bank may be held liable to
drawer’s account for the amount of the said check. the collecting bank .
An exception to this rule is where the drawer is 6) When both are guilty of
guilty of such negligence which causes the bank to negligence, the degree of
honor the check. negligence of each will be
weighed in considering the
iii. When drawee may not amount of loss which each
recover from holder should bear. (refer to BPI v
CA, 1992)
1) Where the instrument is
originally a bearer GREAT EASTERN LIFE v HONGKONG &
instrument , because the SHANGHAI BANK (1922)
indorsement can be
disregarded as being “Where a check is drawn payable to the order of one
unnecessary to the holder’s person and is presented to a bank by another and
title purports upon its face to have been duly indorsed by
2) If drawee fails to act the payee of the check , it is the duty of the bank to
promptly , if he delays in know that the check was duly indorsed by the original
informing the holder whom payee and where the bank pays the amount of the
he paid check to a 3rd person , who has forged the signature
of the payee , the loss falls upon the bank who cashed
iv. Between Drawee Bank and the check , and its remedy is against the person to
Collecting Bank whom it paid the money.”
1) Collecting bank only liable
for forged indorsements BPI v CA (1992)
and not forgeries of the
drawer or maker’s Section 23 of the NIL has 2 parts. The first part states
signature. (PNB v CA, the general rule that a forged signature is wholly
1968) inoperative and payment made through or under such
2) The collecting bank or last signature is ineffectual. The second part admits of
indorser generally suffers exception. In this jurisdiction, the negligence of the
the loss because it has the party invoking the forgery is an exception to the
duty to ascertain the general rule.
genuineness of all prior
Both drawee and collecting bank were vii. other change/addition altering
negligent in the selection and supervision of their effect of
employees resulting in the encashment of the viii. instrument in any respect
checks by the impostor. Both banks were not able to
overcome the presumption of negligence in the b. Jurispridence
selection and supervision of their employees i. An alteration is said to be
Considering the comparative negligence of the material if it changes the effect
parties, the demands of substantive justice are of the instrument. It means that
satisfied by allocating the loss and the costs on a an unauthorized change in an
60-40 ratio. instrument that purports to
modify in any respect the
ASSOCIATED BANK v CA (1996) obligation of a party or an
unauthorized addition of words
By reason of the statutory warranty of a general or numbers or other change to
indorser in Section 66 of the Negotiable Instruments an incomplete instrument
Law, a collecting bank which indorses a check relating to the obligation of a
bearing a forged indorsement and presents it to the party. (PNB v CA, 1996)
drawee bank guarantees all prior indorsements, ii. A material alteration is one which
including the forged indorsement. It warrants that changes the items which are
the instrument is genuine, and that it is valid and required to be stated under
subsisting at the time of his indorsement. Because Section 1 of the Negotiable
the indorsement is a forgery, the collecting bank Instruments Law. (Metrobank v
commits a breach of this warranty and will be Cabilzo, 2006)
accountable to the drawee bank. This liability
scheme operates without regard to fault on the part 3. IMMATERIAL ALTERATION
of the collecting/presenting bank. Even if the latter a. Campos: Any other alteration would
bank was not negligent, it would still be liable to the be non-material and would not affect
drawee bank because of its indorsement. the liability of any prior party . Note
that #7 is a catch-all provision such
PCIB v. CA (2001) that sec 125 may still have broad
applicability.
… A bank which cashes a check drawn upon another b. Alterations of the serial numbers do
bank, without requiring proof as to the identity of not constitute material alterations on
persons presenting it, or making inquiries with the checks... [It] is not an essential
regard to them, cannot hold the proceeds against requisite for negotiability under
the drawee when the proceeds of the checks were Section 1 of the Negotiable
afterwards diverted to the hands of a third party. In Instruments Law. The
such cases the drawee bank has a right to believe aforementioned alteration did not
that the cashing bank (or the collecting bank) had, change the relations between the
by the usual proper investigation, satisfied itself of parties. The name of the drawer and
the authenticity of the negotiation of the checks. the drawee were not altered. The
Thus, one who encashed a check which had been intended payee was the same. The
forged or diverted and in turn received payment sum of money due to the payee
thereon from the drawee, is guilty of negligence remained the same. (PNB v CA,
which proximately contributed to the success of the 1996; Int’l Corporate Bank v CA,
fraud practiced on the drawee bank. 2006)
c. EFFECT: an innocent alteration
(generally, changes on items other
4.2. Material Alteration (Sec.124) than those required to be stated
1. As a DEFENSE: under Sec. 1, N. I. L.) and spoliation
a. PERSONAL defense when used to (alterations done by a stranger) will
deny liability according to the tenor not avoid the instrument, but the
of the instrument holder may enforce it only according
b. REAL defense when relied on to to its original tenor. (PNB v CA, citing
deny liability according to the J. Vitug)
altered terms.
2. What constitutes material alteration? 4. EFFECT OF MATERIAL ALTERATION
a. Statutory: Review Sec.125, NIL
i. change date a. General Rule: Where NI materially
ii. sum payable, either for altered w/o the assent of all parties
principal or interest liable thereon it is AVOIDED, except
iii. time or place of payment as against:
iv. number/relations of parties i. party who has himself made,
v. medium/currency of payment, authorized or assented to
vi. adds place of payment where alteration
none specified, ii. subsequent indorser because by
indorsement he warrants that
 the instrument is in all respects indorsement he warrants that
what it purports to be and that the instrument is in all
it was valid and subsisting at respects what it purports to be
the time of his indorsement and that it was valid and
(Secs. 65 and 66, NIL) subsisting at the time of his
b. As to a HOLDER in DUE COURSE indorsement (Sec 65 and 66)
i. When an instrument that has b. RECOVERY after acceptance or
been materially altered is in the payment by the drawee bank
hands of a HDC not a party to i. FROM HOLDER
the alteration, HDC may 1) Prevailing view - Yes, bec. of
enforce payment thereof (1) payment under mistake,
according to orig. tenor (2) Sec. 124 and (3) Sec.62
ii. Alteration must NOT be in relation to Sec. 132
apparent on the face of the 2) Minority view – No, bec. of
instrument for the holder then (1) estoppel, (2) stability of
would not be a holder in due transactions and (3) bank is
course in a better position to
iii. Where the interest rate is shoulder the loss.
altered , the holder in due 3) SC:
course can recover the a. adopted the minority
principal sum with the original view but on a
rate of interest different basis—the
c. When alteration is of the amount or Central Bank
the interest rate is altered, the Circular regulating
holder can recover the ORIGINAL clearing of checks
AMOUNT/interest rate. and limiting the
period within which
a drawee bank may
5. DRAWER’S NEGLIGENCE return a spurious
a. The general rule is that the drawee check
cannot charge against the drawer’s b. but if holder is guilty
account the amount of an altered of negligence which
check. proximately
b. BUT, the drawer’s negligence, contributed to the
before or after the alteration, may erroneous payment
estop him from setting up by drawee, holder
alteration as a defense. liable (PCIB v CA,
c. However, the drawer is not bound 2001)
to so prepare the check that
nobody else can successfully MONTINOLA v PNB (1951)
tamper with it (ex. a drawer cannot
be expected to foresee that his The insertion of the words “Agent Philippine
clerk will use acid to alter his National Bank” converted the bank from a mere
checks, Critten v. Chemical Natl drawee to a drawer and therefore changes its
Bank) liability, constitutes material alteration of the
d. Where the negligence of the drawer instrument without consent of the parties liable
consists in failing to discover thereon and so discharges the instrument. Drawee
alterations previously made which bank is not liable.
he could have discovered by a
comparison of the cancelled checks HONGKONG & SHANGHAI BANK v PEOPLES
and check stubs or by diligent BANK (1970)5
observation of his records and
could thus have prevented the The failure of the drawee bank to call the attention
drawee bank from subsequently of the collecting bank as to such alteration until
cashing other altered checks , the after the lapse of 27 days would negate whatever
drawee can charge the subsequent right it might have had. The remedy of the drawee
check against the negligent bank is against the party responsible for the forgery
drawer’s account. or alteration.

6. EFFECT OF DRAWEE’S ACCEPTANCE OF REPUBLIC BANK v CA (1991)

ALTERED CHECKS
a. Where the interest rate is altered, The collecting bank is protected by the24-hour
the HDC can recover the principal clearing house rule from the liability to refund the
sum with the original rate of amount paid by the drawee bank. [Note: A much
interest.
i. EXCEPT: A subsequent 5
Affirmed the minority view that drawee cannot recover
indorser, because by the
 recent Circular changed the point of reckoning for
the return of the altered check from within 24
hours from the clearing to within 24 hours from
the discovery of the alteration]
ASSOCIATED BANK v CA (1996)
The rule mandates that the checks be returned
within twenty-four hours after discovery of the
forgery but in no event beyond the period fixed by
law for filing a legal action. The rationale of the
rule is to give the collecting bank (which indorsed
the check) adequate opportunity to proceed
against the forger. If prompt notice is not given,
the collecting bankmaybe prejudiced and lose the
opportunity to go after its depositor.
ii. FROM DRAWER: drawee has no
right to seek reimbursement
from drawer for its erroneous
payment
METROBANK v CABILZO (2006)
In addition, the bank on which the check is drawn,
known as the drawee bank, is under strict liability to
pay to the order of the payee in accordance with the
drawer’s instructions as reflected on the face and by
the terms of the check. Payment made under
materially altered instrument is not payment done in
accordance with the instruction of the drawer.
When the drawee bank pays a materially altered
check, it violates the terms of the check, as well as
its duty to charge its client’s account only for bona
fide disbursements he had made. Since the drawee
bank, in the instant case, did not pay according to
the original tenor of the instrument, as directed by
the drawer, then it has no right to claim
reimbursement from the drawer, much less, the
right to deduct the erroneous payment it made from
the drawer’s account which it was expected to treat
with utmost fidelity.
himself, the remedy of the drawee
bank that negligently clears a forged
and/or altered check for payment is
against the party responsible for the
forgery or alteration, otherwise, it
bears the loss. (BPI v Buenaventura,
2005)
4.3. Fraud
1. REAL DEFENSE
a. fraud in execution / fraud in
factum: did not know that paper was
a NI when it was signed
b. not liable to ANY holder
2. PERSONAL DEFENSE
a. Fraud in inducement: knows it is NI
but deceived as to value/terms
i. Available as a defense against
non-HDC
b. Fraud in factum accompanied by
NEGLIGENCE of maker or signer
i. Where the signor does not know
the nature of the instrument he
signs, but where, by the exercise
of ordinary care, he could have
discovered it.
ii. Three factors are typically used
in determining the existence of
negligence:
1) legal character of the
instrument which the signer
thinks he is signing
2) the physical condition of the
signer and his ability to read
3) whether the signer had the
opportunity at the time of
signing, to ascertain the
legal nature of the paper he
is executing

BPI v BUENAVENTURA (2005)

…It [the bank] should be able to detect alterations,

erasures, superimpositions or intercalations thereon,
for these instruments are prepared, printed and
issued by itself, it has control of the drawer's
account, and it is supposed to be familiar with the
drawer's signature. It should possess
appropriate detecting devices for uncovering
forgeries and/or alterations on these
instruments…
There is nothing inequitable in such a rule for if in
the regular course of business the check comes to
the drawee bank which, having the opportunity to
ascertain its character, pronounces it to be valid and
pays it, as in this case, it is not only a question of
payment under mistake, but payment in neglect of
duty which the commercial law places upon it, and
the result of its negligence must rest upon it.

c. REMEDY: Unless a forgery or

alteration is attributable to the fault
or negligence of the drawer
Chapter VI. LIABILITY OF PARTIES
1. In General
1.1. Parties primarily liable:
1. person who by the terms of the instrument
is absolutely required to pay the same.
a. Maker of promissory note
b. Acceptor of bill of exchange
2. unconditionally liable; duty bound to pay
the holder at date of maturity, WON holder
demands payment from him, and he is not
relieved from liability even if the instrument
should become overdue due to failure of
holder to make such demand.
1.2. Parties secondarily liable:
1. SECONDARY PARTIES:
a. Indorsers, both note and bill
b. Drawer of bill
2. Conditionally liable; not bound to pay unless
the following has been fulfilled
a. Due presentment or demand from
primary party for payment or acceptance;
b. Dishonor by such party; and
c. Taking of proceedings required by law
after dishonor.
2. Primary Parties
2.1. PAYMENT: Presentment and Tender
1. Presentment for payment not necessary
to charge primary party
2. 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. (Sec. 70, NIL)
2.2. Liability of MAKER
1. Promises to pay it according to its tenor
2. Admits existence of payee and his then
capacity to indorse.
a. Therefore, PRECLUDED from setting up
the following defenses:
i. the payee is a fictitious person
ii. the payee was insane, a minor, or a
corporation acting ultra vires
2.3. DRAWEE and ACCEPTOR
1. Drawee
a. A person on whom a bill of
exchange or check is drawn and
who is ordered to pay it
b. Liability of DRAWEE to:
2. Holder
1) Not liable on the instrument
until he accepts it and even a
holder in due course cannot
sue him on the instrument
before his acceptance
2) A bill/check of itself does not
operate as an assignment of
the funds in the hands of the
drawee/bank (Sec 189, NIL),
and the drawee/bank is NOT
LIABLE on the bill unless and
UNTIL he/it ACCEPTS (or
certifies) the same. (Sec. 127,
NIL)
3. Drawer
1) Payment despite Stop Payment
Order
a) Before payment or
certification by the bank, the
drawer may countermand
the order, and payment
thereafter to the payee by
the bank is wrongful.
b) Since a check is not an
assignment of the drawer’s
fund, the bank is liable for
paying it in disregard of the
countermand.
c) Moreover, drawee can no
longer recover what it
voluntarily paid to the holder
of the uncertified and
unaccepted instrument.
2) Refusal to Accept
a) Under some circumstances,
the drawee who refuses to
accept may be made liable for
breach of contract or for
damages based on a tort either
to the drawer (refer to Araneta
v. Bank of America) or to the
holder (refer to HSBC v. Catalan)
ARANETA V. BANK OF AMERICA(1971)
This was an action by a depositor against a bank for
damages resulting from the wrongful dishonor of the
depositor's checks. HELD: Araneta's claim for
temperate damages is legally justified because of the
adverse reflection on the financial credit of a
businessman, a prized and valuable asset, w/c
constitutes material loss.
HSBC VS. CATALAN (2004)
HSBC is not being sued on the value of the check
itself but for how it acted in relation to Catalan’s claim
for payment despite the repeated directives of the
drawer Thomson to recognize the check the latter
issued.
Her allegations in the complaint that the gross
inaction of HSBC on Thomson’s instructions, as well
as its evident failure to inform Catalan of the reason
for its continued inaction and non-payment of the
checks, smack of insouciance on its part, are
sufficient statements of clear abuse of right for which
it may be held liable under Article 19 of the Civil Code
for any damages she incurred resulting therefrom.
HSBANK’s actions, or lack thereof, prevented Catalan
from seeking further redress with Thomson for the
recovery of her claim while the latter was alive.
3. Acceptor: Liability
a. (Sec.62, NIL) Drawee is not liable
unless he accepts the bill and in doing so,
 he engages to pay the bill according to
the tenor of his acceptance, and admits
the following:
i. existence of drawer
ii. genuineness of his signature
iii. his capacity and authority to draw
the instrument
iv. existence of payee and his then
capacity to endorse
b. Meaning of "according to the tenor
of his acceptance"
i. Majority and prevailing view:
Where alteration consists in raising
the amount payable, acceptor liable
to HDC only as to its original
amount; if the alteration of payee's
name, paying banks cannot charge
drawer's account with the amount
of the check because its duty is to
pay only “according to the order of
the drawer.”
ii. Common law rule: Acceptor of
altered check not liable to innocent
holder except for the original
amount
2.4. Acceptance
1. IN GENERAL:
a. Definition:
i. "Acceptance" means an acceptance
completed by delivery or notification
(Sec. 19, NIL)
ii. The signification by the drawee of his
assent to the order of the drawer (Sec
132, NIL)
b. REQUISITES for a valid acceptance
(Sec 132, NIL)
i. It must be in writing and signed by
the drawee;
1) Thus there is no valid or
implied acceptance except as
provided by Sec. 137 relating
to constructive acceptance
ii. It must not express that the drawee
will perform his promise by any other
means than the payment of money.
iii. does not change the implied
promise of acceptor to pay only in
money
c. MANNER of acceptance
i. Campos: Usually made by writing
the word “accepted” and signing
immediately below
1) BUT, drawee’s signature alone
is sufficient (Campos citing
Lawless v. Temple)
ii. Sec 133, NIL: The holder of a bill
presenting the same for acceptance
may require that the acceptance be
written on the bill and if such
request is denied, may treat the bill
as dishonored
1) Effect: holder may go against
the party’s secondarily liable—
the drawer and the indorsers
iii. Acceptance of an INCOMPLETE bill
(Sec 138, NIL)
1) A bill may be accepted:
a) before it has been signed by
the drawer, or
b) while otherwise incomplete,
or
c) when it is overdue, or
d) after it has been dishonored
by a previous refusal to
accept, or by non payment
2) But when a bill payable after
sight is dishonored by non-
acceptance and drawee
subsequently accepts it, the
holder, in the absence of diff
agreement, is entitled to have
bill accepted as of date of the 1st
presentment.
a) Sec. 138, NIL allows
acceptance to be made
while the bill is
incomplete.
b) The bill may be accepted
even after it is overdue or
dishonored, since an
instrument DOES NOT LOSE
ITS NEGOTIABILITY by the
mere fact that its maturity
date has passed or the
drawee’s refusal to accept or
pay it.
d. PERIOD within which to accept
i. The drawee is allowed 24 hours after
presentment to decide WON he will
accept the bill; the acceptance, if
given, dates as of the day of
presentation. (Sec. 136, NIL)
ii. Effect of non-acceptance within the
prescribed period
1) Where bill is duly presented and
is not accepted within prescribed
time, the person presenting it
must treat the bill as dishonored
by non-acceptance or he loses
right of recourse against the
drawer and indorsers. (Sec. 150,
NIL)
2. CONSTRUCTIVE ACCEPTANCE: occurs in the
following circumstances
a. SEC 137, NIL: Where the drawee
i. destroys the bill, or
ii. refuses within 24hrs or such other
period as the holder may allow, to return
the bill accepted or non-accepted to the
holder
b. Under the clearing house rules, the drawee
bank’s failure to return within the prescribed
time will be deemed payment or acceptance
of the check.
c. If there is not demand for the return of the
bill and the drawee keeps it until after the
expiration of said period without expressly
accepting or refusing it; two views:
i. Constitutes constructive notice
 ii. Constitutes dishonor because
Sec.137, NIL uses the word "refuses"
d. Acceptance, if given, will retroact to date
of presentation.
SUMCAD v. PROVINCE OF SAMAR (1956)
There was implied acceptance in view of the
circumstances of the case (furnishing of
photostatic copies, presentment for
certification) by voluntary assuming the
obligation of holding so much deposit as would
be sufficient to cover the amount of the check.
3. ACCEPTANCE ON A SEPARATE
INSTRUMENT
e. Extrinsic acceptance - acceptance is
written on a paper other than the bill
itself; doesn’t 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. (Sec. 134, NIL);
acceptance of an existing bill
f. Virtual acceptance - unconditional
promise in writing to accept a bill
before it is drawn; deemed an actual
acceptance in favor of every person
who, upon the faith thereof, receives
the bill for value. (Sec. 135, NIL);
acceptance of future bill
g. In both cases, the acceptance must
clearly and unequivocally identify
the bill to which the acceptance refers.
4. KINDS OF ACCEPTANCE: An
acceptance is either (1) general or (2)
qualified.
a. GENERAL - assents without
qualification to the order of the drawer.
(Sec.139, NIL); Includes acceptance
to pay at a particular place; unless
expressly states that bill is to be paid
there only and not elsewhere. (Sec.
140, NIL)
b. QUALIFIED - in express terms varies
the effect of the bill as drawn. (Sec.
139, NIL)
i. Conditional; payment by the
acceptor dependent on the
fulfillment of a condition therein
stated;
ii. Partial; to pay part only of the
amount for which the bill is drawn;
iii. Local; to pay only at a particular
place;
iv. Qualified as to time;
v. The acceptance of some, one or
more of the drawees but not of all.
(Sec. 141, NIL)
1) The holder may refuse to take
a qualified acceptance; may
treat the bill as dishonored by
non-acceptance.
2) Where a qualified acceptance is
taken, the drawer and
indorsers are discharged from
liability on the bill unless they
have authorized the holder to
take a qualified acceptance, or
subsequently assent thereto.
3) When the drawer or an indorser
receives notice of a qualified
acceptance, he must, within a
reasonable time, express his
dissent to the holder or he will
be deemed to have assented
thereto. (Sec. 142, NIL)
c. TRADE - a draft or bill of exchange with
a definite maturity, drawn by a seller on
a buyer for the purchase price of goods,
bearing across its face the acceptance of
the buyer; always states upon its face
the transaction from which it arose.
d. BANKER'S acceptance - a negotiable
time draft or bill of exchange drawn on
and accepted by a commercial bank.
2.5. CHECKS : acceptance and certification
1. Definition: A check is an instrument in the form
and nature of a BE, but an unlike an ordinary bill,
always payable on demand and always drawn on
a bank.
2. Kinds:
a. Cashier's or manager's - drawn by a
bank on itself and its issuance has the effect
of acceptance; since the drawer and drawee
are the same, the holder may treat it is either
a BE or PN.
b. Memorandum check - where the word
"memorandum" or "memo" is written across
its face, signifying that the drawer will pay
the holder absolutely, without need of
presentment.
c. Traveler's check - upon which the
holder's signature must appear twice -- first
when it is issued, and again when it is
cashed.
d. Crossed – when the name of a particular
banker or a company is written between the
parallel lines drawn.
STATE INVESTMENT HOUSE V. IAC
Crossed check should put the payee on inquiry to
ascertain the holders’ title to the check or the nature
of his possession. Failing this, the payee is declared
guilty of gross negligence to the effect that the holder
of the check is not a holder in good faith. Effects of a
crossed check:
(a) the check may not be encashed but only
deposited in the bank;
(b) the check may be negotiated only once – to
one who has an account with the bank; and
(c) the act serves as a 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 HDC.
BATAAN CIGAR & CIGARETTE FACTORY, INC. v.
CA
The negotiability of a check is not affected by its
being crossed, whether specially or generally. It may
legally be negotiated as long as the one who
encashes the check with the drawee bank is another
bank, or if it is especially crossed, by the bank
mentioned between the parallel lines.
RP v. PNB (1961)
Demand drafts have not been presented either for
acceptance or for payment, thus the bank never had
any chance of accepting or rejecting them; as such,
these cannot be subject of escheat.
Cashier's check is the substantial equivalent of a
certified check and is thus subject to escheat.
Telegraphic transfers are likewise subject to
escheat because upon making payment complete
the transaction insofar as he is concerned, though
insofar as the remitting bank is concerned, the
contract is executory until the credit is established.
PAL V. CA (1990)
A check, whether a manager's check or ordinary
check, 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.
The issuance of the check to a person authorized to
receive it operates to release the judgment debtor
from any further obligations on the judgment.
INTERNATIONAL CORPORATE BANK v GUECO
(2001)
A manager’s check is one drawn by the bank’s
manager upon the bank itself. It is similar to a
cashier’s check both as to effect and use. A
cashier’s check is a check of the bank’s cashier on
his own or another check. In effect, it is a bill of
exchange drawn by the cashier of a bank upon the
bank itself, and accepted in advance by the act of
its issuance. It is really the bank’s own check and
may be treated as a promissory note with the bank
as a maker. The check becomes the primary
obligation of the bank which issues it and
constitutes its written promise to pay upon
demand. The mere issuance of it is considered
an acceptance thereof. If treated as promissory
note, the drawer would be the maker and in which
case the holder need not prove presentment for
payment or present the bill to the drawee for
acceptance
EPCIB v ONG (2006)
A manager’s check is an order of the bank to pay,
drawn upon itself, committing in effect its total
resources, integrity and honor behind its issuance.
By its peculiar character and general use in
commerce, a manager’s check is regarded
substantially to be as good as the money it
represents.
3. Clearing
a. Clearing - check collection process
b. Clearing house - where representatives
of different banks meet every afternoon of
every business day to receive the envelopes
containing checks drawn against the bank he
represents for examination and clearance.
4. Certification
a.Definition
i. an agreement by which a bank
promises to pay the check at any
time it is presented for payment
ii. When check certified by bank on
which it is drawn, equivalent to
acceptance
b. Requisites for a Valid Certification
i. Must be in writing
ii. Made on the check or another
instrument
iii. Check must be payable
1) Checks cannot be certified before
payable
c. Liability
i. Bank which certifies
1) Becomes liable as an acceptor
2) REFUSAL to certify a check doesn’t
constitute dishonor; the holder at
that stage cannot exercise his right
of recourse against the drawer and
the indorsers
ii. If procurement by:
1)Holder
a) The bank becomes the
solidary debtor, and
b) The drawer and all indorsers
discharged from all liability
(versus ordinary bill of
exchange – not discharged)
2) Drawer
a) secondary parties not
released
ROMAN CATHOLIC BISHOP V. IAC (1990)
A certified personal check is not legal tender nor is it
the currency stipulated, and therefore cannot
constitute valid tender of payment.
NEW PACIFIC TIMBER v. SENERIS (1980)
(as cited in EPCIB v. Ong, Sept. 2006)
[S]ince the said check had been certified by the
drawee bank, by the certification, the funds
represented by the check are transferred from the
credit of the maker to that of the payee or holder, and
for all intents and purposes, the latter becomes the
depositor of the drawee bank, with rights and duties
of one in such situation. Where a check is certified by
the bank on which it is drawn, the certification is
equivalent to acceptance. Said certification “implies
that the check is drawn upon sufficient funds in the
hands of the drawee, that they have been set apart
for its satisfaction, and that they shall be so applied
whenever the check is presented for payment. It is
an understanding that the check is good then, and
shall continue good, and this agreement is as binding
on the bank as its notes circulation, a certificate of
deposit payable to the order of depositor, or any other
obligation it can assume. The object of certifying a
check, as regards both parties, is to enable the
holder to use it as money.” When the holder
procures the check to be certified, “the check
operates as an assignment of a part of the
funds to the creditors.” Hence, the exception to
the rule enunciated under Section 636 of the Central
Bank Act to the effect “that a check which has been
cleared and credited to the account of the creditor
shall be equivalent to a delivery to the creditor in
cash in an amount equal to the amount credited to
his account” shall apply in this case x x x.
5. Surrender of Check
a. The surrender of the check by the
holder to the drawee bank upon its
payment is not negotiation. By
paying the check, the drawee bank
extinguishes it as a negotiable
instrument and converts it into a mere
voucher.
b. Distinction between surrender of check
upon payment thereof and negotiation
i. The delivery of the check by the
holder to the drawee bank upon its
payment is not negotiation. By
paying the check, the drawee bank
extinguishes it as a negotiable
instrument and converts it into a
mere voucher.
ii. In the case of a deposit of a check
by the holder thereof in a bank
other than the drawee bank, the
signature at the back of the check
would constitute an indorsement,
unless otherwise indicated. The
holder in negotiating the check to
the depositary bank, which in turn
will collect on the check from the
drawee bank, through the
clearinghouse.
BPI vs CA (2000)
In depositing the check in his name, private
respondent did not become the outright owner of
the amount stated therein. He was merely
designating petitioner as the collecting bank. This is
in consonance with the rule that a negotiable
instrument, such as a check, whether a manager’s
check or ordinary check, is not legal tender.
As such, after receiving the deposit, under its own
rules, petitioner shall credit the amount in private
respondent’s account or infuse value thereon only
after the drawee bank shall have paid the amount of
the check or the check has been cleared for deposit.
Again, this is in accordance with ordinary banking
practices and with this Court’s pronouncement that
"the collecting bank or last endorser generally
suffers the loss because it has the duty to ascertain
the genuineness of all prior endorsements
6 different contracts.
“SEC. 63. Legal character . – Checks representing deposit
money do not have legal tender power and their acceptance in
the payment of debts, both public and private, is at the option
of the creditor: Provided, however, that a check which has
been cleared and credited to the account of the creditor
shall be equivalent to a delivery to the creditor of cash in
an amount equal to the amount credited to his account.
considering that the act of presenting the check for
payment to the drawee is an assertion that the party
making the presentment has done its duty to
ascertain the genuineness of the endorsements." The
rule finds more meaning in this case where the check
involved is drawn on a foreign bank and therefore
collection is more difficult than when the drawee bank
is a local one even though the check in question is a
manager’s check
3. Secondary Parties
3.1. Liability of DRAWER
1. Sec. 61, NIL
a. Admits existence of payee and his then
capacity to endorse
b. Engages that on due presentment
instrument will be accepted, or paid, or
both, according to its tenor
c. That if it be dishonored + necessary
proceedings on dishonor duly taken, will
pay the amount thereof to the holder or
to a subsequent indorser who may be
compelled to pay it
2. Limiting Liability: drawer may insert in the
instrument an express stipulation negativing /
limiting his own liability to holder
PNB v. PICORNELL (1922)
Picornell obtained money from PNB Cebu to purchase
tobacco to be shipped to Manila. Picornell then drew
a bill of exchange drawn against his principal,
Hyndman, Tavera & Ventura (HTV), in favor of PNB or
his order. Upon presentation of the bill, HTV accepted
it. However, HTV subsequently refused to pay the bill
because some of the tobacco shipped were damaged.
HELD:
A. Liability of Acceptor (HTV)
 PNB is a holder in due course and the partial
want of consideration does not exist with
respect to the bank who paid full value for
the bill of exchange.
 The want of consideration between the
acceptor and drawer does not affect the
rights of the payee who is a remote party.
The payee or holder gives value to the
drawer, and if he is ignorant of the equities
between the drawer and acceptor, his is in
the position of a bona fide indorsee.
B. Liability of Drawer (Picornell)
 As drawer of the bill, he warranted that it
would be accepted upon proper presentment
& paid in due course. As it was not paid, he
became liable to the payment of its value to
PNB.
 The fact that Picornell was an agent of HTV in
the purchase of the tobacco does not
necessarily make him an agent of HTV in
drawing the bill of exchange. These are 2
He cannot claim
exemption from liability by invoking the
existence of agency.
 Drawer received notice of protest in
fulfillment of the condition set by law for his
liability to arise.
  Drawer's liability is only secondary as the
liability of the acceptor is primary.
BANCO ATLANTICO v AUDITOR GENERAL
(1978)
B fraudulently altered checks payable to her drawn
by the Embassy by increasing the amounts. B
negotiated these checks by indorsement to BA w/c
paid the full amount of the checks without first
clearing with the drawee bank, contrary to normal
banking practice. HELD: Drawer (embassy) not
liable. BA is guilty of negligence in giving B special
treatment as a privileged client, in disregard of
elementary principles of prudence that should
attend banking transactions. Hence, it should suffer
the loss. BA could not have been a HDC.
NOTE: The Camposes note that the drawer
was not held liable because the decision was
based on §23 on forgery instead of §124 on
material alteration. If BA had been a HDC,
the Embassy could have been held liable for
the original amount of the checks
3. CRIMINAL LIABILITY FOR BOUNCING
CHECK
a. Under BP 22
PEOPLE v NITAFAN(1992)
Lim issued a memorandum check which was
subsequently dishonored for insufficiency of funds.
A memorandum check has the same effect as an
ordinary check and within the ambit of BP 22. What
the law punishes is the issuance itself of a bouncing
check & not the purpose for which it was issued nor
the terms & conditions relating to its issuance.
b. Estafa under the RPC
PACHECO v CA (1999)
The essential elements in order to sustain a
conviction under the above paragraph are:
1. that the offender postdated or issued a check in
payment of an obligation contracted at the time the
check was issued;
2. 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;
3. deceit or damage to the payee thereof.
PEOPLE v REYES (2005)
There is no estafa through bouncing checks when it
is shown that private complainant knew that the
drawer did not have sufficient funds in the bank at
the time the check was issued to him. Such
knowledge negates the element of deceit and
constitutes a defense in estafa through bouncing
checks.
3.2. Liability of INDORSERS:
1. Indorser
a. Sec. 63, NIL: A person placing his
signature upon an instrument other than as a
maker, drawer, or acceptor unless he
indicates by appropriate words his intention
to be bound in some other capacity
i SAPIERA vs CA (1999). It is
undisputed that the four (4) checks
issued by de Guzman were signed by
petitioner at the back without any
indication as to how she should be
bound thereby and, therefore, she is
deemed to be an indorser thereof.
b. Sec. 67, NIL: A person, who places his
signature on an instrument negotiable by
delivery, incurs all the liabilities of an
indorser.
c. Sec 64, NIL: Irregular Indorser
i When a person not otherwise a party
to an instrument, places thereon his
signature in blank before delivery, he
is liable as an indorser, in accordance
w/ these rules:
1) Instrument payable to order of
3rd person: liable to payee and to
all subsequent parties
2) Instrument payable to the order
of maker/drawer, or payable to
bearer: liable to all parties
subsequent to maker/drawer
3) Signs for accommodation of
payee, liable to all parties
subsequent to payee
2. WARRANTIES:
a. Every person negotiating an instrument by
delivery or by a qualified indorsement
warrants: (Sec. 65, NIL)
ii Instrument genuine, in all respects
what it purports to be
iii He has good title to it
iv All prior parties had capacity to
contract
v He has no knowledge of any fact w/c
would impair validity of instrument or
render it valueless
vi in case of negotiation by delivery
only, warranty only extends in favor
of immediate transferee
b. General or Unqualified Indorser: Every
person who indorses without qualification,
warrants to all subsequent HDCs: (Sec. 66,
NIL)
i. instrument genuine, good title, capacity
of prior parties
ii. instrument is at time of indorsement
valid and subsisting
iii. eon due presentment, it shall be
accepted or paid, or both, according to
tenor
iv. if it is dishonored, and necessary
proceedings on dishonor be duly taken,
he will pay the amt. To holder, or to any
subsequent indorser who may be
compelled to pay it
3. Order of Liability among Indorsers (Sec. 68,
NIL):
 a. among themselves: liable prima facie in
the order they indorse, but proof of another
agreement admissible
b. but holder may sue any of the indorsers,
regardless of order of indorsement
c. joint payees/indorsees deemed to indorse
jointly and severally
TUAZON v RAMOS (2005)
After an instrument is dishonored by nonpayment,
indorsers cease to be merely secondarily liable; they
become principal debtors whose liability becomes
identical to that of the original obligor. The holder
of a negotiable instrument need not even proceed
against the maker before suing the indorser.
3.3. Accomodation Party
1. Accomodation Party: one who signed
instrument as maker/drawer/acceptor/ indorser
w/o receiving value thereof, for the purpose of
lending his name to some other person
2. Liability : Liable on the instrument to HFV
even if holder knew he was only an AP
MAULINI v. SERRANO (1914)
In accommodation indorsement, the indorser makes
the indorsement for the accommodation of the
maker. Such an indorsement is generally for the
purpose of better securing the payment of the note,
i.e. he lends his name to the maker not to the
holder. An accommodation note is one which the
accommodation party has put his name, without
consideration, for the purpose of accommodation
some other party who is to use it and is expected to
pay it.
Note: Campos disagrees with this ruling, referring
to the case of Goodman v Gaul where an
accommodation indorsement may be made for the
accommodation of the payee or holder.
ANG TIONG v. TING (1968)
It is not a valid defense that the accommodation
party did not receive any valuable consideration
when he executed the instrument. Nor is it correct
to say 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.
The fact that the accommodation party stands only
as a surety in relation to the maker is a matter of
concern exclusively between accommodation
indorser & accommodated party. It is immaterial to
the claim of a holder for value. The liability of the
accommodation party remains primary & accommodation party. He has the right, after paying
unconditional.
SADAYA v. SEVILLA (1967)
The solidary accommodation maker who made
payment has the right of contribution from his co-
accommodation maker. This right springs from an
implied promise between the accommodation
makers to share equally the burdens that may
ensue from their having consented to stamp their
signatures on the promissory note. The following are
the rules on reimbursement:
1. A solidary accommodation maker of a note may
demand from the principal debtor reimbursement
for the amount he paid to the payee; and
2. A solidary accommodation maker who pays on
the note may directly demand reimbursement
from his co-accommodation maker without first
directing his action against the principal debtor
provided that :
(a) he made the payment by virtue of a
judicial demand or
(b) the principal debtor is insolvent.
TRAVEL-ON, INC. v. CA
Travel-On was entitled to the benefit of the statutory
presumption that it was a HDC, that the checks were
supported by valuable consideration. The only
evidence private respondent offered was his own
testimony that he had issued the checks to Travel-On
as payee to "accommodate" its General Manager; this
claim was in fact a claim that the checks were merely
simulated, that private respondent did not intend to
bind himself thereon. Only evidence of the clearest
and most convincing kind will suffice for that purpose.
CRISOLOGO-JOSE v. CA.
Section 29 of the NIL does not apply to corporations
which are accommodation parties because the issue
or indorsement of negotiable paper by a corporation
without consideration is ultra vires. Hence, one who
has taken the instrument with knowledge of the
accommodation cannot recover against a corporation
- accommodation party EXCEPT if the officer or agent
of the corp. was specifically authorized to execute or
indorse the paper for the accommodation of a third
person.
Corporate officers, such as the president and vice-
president, have no power to execute for mere
accommodation a NI of the corporation for their
individual debts or transactions in which the
corporation has no legitimate concern. It is the
signatories thereof that shall be personally liable
therefor.
AGRO CONGLOMERATES v CA (2000)
An accommodation party is a person who has signed
the instrument as maker, acceptor, or indorser,
without receiving value therefor, and for the purpose
of lending his name to some other person and is liable
on the instrument to a holder for value,
notwithstanding such holder at the time of taking the
instrument knew (the signatory) to be an
the holder, to obtain reimbursement from the party
accommodated, since the relation between them
has in effect become one of principal and surety,
the accommodation party being the surety.
3.4. Liability of an AGENT
1. AGENCY:
 a. Signature of any party may be made by
duly authorized agent, established as in
ordinary agency
b. Signature per procuration operates as
notice that the agent has limited authority
to sign, and the principal is bound only in
case the agent in so signing acted within
the actual limits of his authority
2. LIABILITY
a. GEN RULE: Where person adds to his
signature words indicating that he signs on
behalf of a principal, not liable if he was
duly authorized
b. WHEN LIABLE:
i. mere addition of words describing him
as an agent without disclosing his
principal
ii. Where a broker or agent negotiates
an instrument without indorsement, he
incurs all liabilities in Sec. 65, unless he
discloses name of principal and fact that
he’s only acting as agent. (Sec. 69,
NIL)
INSULAR DRUG v. PNB
The right of an agent to indorse commercial paper
will not be lightly inferred. A salesman with
authority to collect money does not have the implied
authority to indorse checks received in payment.
Any person taking checks made payable to a
corporation does so at his peril & must abide by the
consequences if the agent who indorses the same is
without authority.
PBC v ARUEGO (1981)
Aruego obtained a credit accommodation from PBC.
For every printing of the publication, the printer
collected the cost of printing by drawing a draft
against PBC, which will later be sent to Aruego for
acceptance. PBC seeks recovery on these drafts.
Aruego invokes the defense that he signed the
document in his capacity as President of the Phil.
Education Foundation & only as an accommodation
party.
HELD: Aruego is personally liable because nowhere
in the draft did he disclose that he was signing as a
representative of the Phil Education Foundation.
Neither did he disclose his principal.
As an accommodation party, Aruego is liable on the
instrument to a holder for value, notwithstanding
such holder, at the time of the taking of the
instrument knew him to be only an accommodation
party. Aruego signed as a drawee/acceptor. As
drawee, he is primarily liable for the drafts.
4. Presentment
4.1. Definition:
1. the production of a BE to the drawee for his
ACCEPTANCE, or to the drawer or acceptor
for PAYMENT; or
2. the production of a PN to the party liable for
payment
4.2. Presentment for Acceptance
1. When necessary (Sec. 143, NIL)
a. bill payable after sight, or in other cases
where presentment for acceptance
necessary to fix maturity
b. where bill expressly stipulates that it
shall be presented for acceptance
c. where bill is drawn payable elsewhere
than at residence / place of business of
drawee
d. In no other case is presentment for
acceptance necessary in order to render
any party to the bill liable.
2. Effect of non-presentment [w/in reasonable
time] (Sec. 144, NIL) - discharges the drawer
and all indorsers.
a. Reasonable Time: considerations
i nature of instrument
ii usage of trade or business with
respect to instrument
iii facts of each case
3. How made (Sec. 145, NIL)
a. BY or ON BEHALF of the holder
b. AT a reasonable hour,
c. ON a business day and before the bill is
overdue,
d. TO the drawee or some person
authorized to accept or refuse acceptance
on his behalf; and
i bill addressed to drawees not
partners, MUST be made to them all
unless one has authority to accept or
refuse acceptance for all;
ii drawee is dead, MAY be made to his
personal representative;
iii drawee has been adjudged a
bankrupt or an insolvent or has made
an assignment for the benefit of
creditors, MAY be made:
1) to him or
2) to his trustee or assignee.
4. When made (Sec. 146, NIL) on any day on
which NIs may be presented for payment
under:
a. Sec. 72, NIL – at a reasonable hour on a
business day
i Instruments falling due or becoming
payable on Saturday - next
succeeding business day
ii EXCEPT instruments payable on
demand [at the option of the holder]
– before twelve o'clock noon on
Saturday WHEN that entire day is not
a holiday.
b. Sec. 85, NIL –
i at the time fixed therein without
grace.
c. Where the holder has no time, with the
exercise of reasonable diligence, to
present the bill for acceptance before
presenting it for payment, delay is
excused and doesn’t discharge the
drawers and indorsers. (Sec. 147, NIL)
 5. When Excused (Sec. 148, NIL) Bill may
be treated as dishonored by non-
acceptance:
a. Where the drawee is (1) dead, (2)
absconded, (3) fictitious, (4) does not
have capacity to contract by bill.
b. Where, after the exercise of reasonable
diligence, presentment can not be
made.
c. Where, although presentment has been
irregular, acceptance has been refused
on some other ground.
6. Dishonor and Effects
a. Dishonor by nonacceptance:
i When duly presented for
acceptance – acceptance is refused
or can not be obtained; or
ii When presentment for acceptance
is excused – bill is not accepted.
(Sec. 149, NIL)
b. NON ACCEPTANCE of the bill
i Duty of holder: must treat the bill
as dishonored by nonacceptance or
he loses the right of recourse
against the drawer and indorsers.
(Sec. 150, NIL)
ii Right of holder: immediate right
of recourse against the drawer and
indorsers and no presentment for
payment is necessary. (Sec. 151,
NIL)
c. NOTICE OF DISHONOR
i Recipient- (Sec.89, NIL) Except
as herein otherwise provided,
1) to the drawer and
2) to each indorser,
ii Effect of omission to give notice
of non-acceptance
1) any drawer or indorser to
whom such notice is not given
is discharged
2) does not prejudice the rights of
a HDC subsequent to the
omission. (Sec. 117, NIL)
4.3. Presentment for Payment
1. IN GENERAL
a. NECESSARY in order to charge the
drawer and indorsers(Sec. 70, NIL)
b. NOT necessary
i. to charge the person primarily liable
on the instrument (Sec. 70, NIL)
ii. to charge the drawer where he has
no right to expect or require that the
drawee or acceptor will pay the
instrument. (Sec. 79, NIL)
iii. to charge an indorser where the
instrument was made or accepted for
his accommodation and he has no
reason to expect that the instrument
will be paid if presented. (Sec. 80,
NIL)
iv. Excused:
1) Where, after the exercise of
reasonable diligence,
presentment cannot be made;
2) Where the drawee is a fictitious
person;
3) By waiver of presentment,
express or implied.
v. when a bill is dishonored by
nonacceptance – immediate right to
recourse accrues to holder (Sec. 151,
NIL)
vi. in case of waiver of protest, whether
in the case of a foreign bill of exchange
or other NI – deemed to be a waiver not
only of a formal protest but also of
presentment and notice of dishonor.
(Sec. 111, NIL)
2. Date and time of presentment
a. bearing fixed maturity / not payable
on demand – on the day it falls due
iii if day of maturity falls on Sunday or
a holiday, the instruments falling due
or becoming payable on Saturday are
to be presented for payment on the
next succeeding business day
(Sec.85, NIL)
b. payable on demand – within a
reasonable time after its issue,
iv at the option of the holder, may be
presented for payment before twelve
o'clock noon on Saturday when that
entire day is not a holiday (Sec. 85,
NIL)
c. demand bill of exchange – within a
reasonable time after the last negotiation.
(Sec. 71, NIL) (NOTE: though reasonable
time from last negotiation, it may be
unreasonable time from issuance thus holder
may not be HDC under sec. 71)
d. Check - must be presented for payment
within reasonable time after its issue or
drawer will be discharged from liability
thereon to extent of loss caused by delay
i.How time computed. — When payable
at a (1) fixed period after date, (2) after
sight, or (3) after that happening of a
specified event, exclude day from which
the time is to begin to run, include date
of payment. (Sec. 86, NIL)
ii.Where the day, or the last day for
payment falls on a Sunday or on a
holiday – may be done on the next
succeeding secular or business day.
(Sec. 194, NIL)
PNB v. SEETO (1952)
On 13 March, Seeto indorsed to PNB-Surigao a bearer
check dated 10 March drawn against PBC-Cebu. PNB-
Surigao mailed the check to its Cebu branch on 20
March & was presented to the drawee bank on 09
April. The check was dishonored for insufficient funds
because the delay in presentment cause the
exhaustion of the drawer's funds. Indorser Seeto
asked that the suit be deferred while he made
inquiries. He assured PNB that he would refund the
value in case of dishonor.
HELD: The indorser is discharged from liability by
reason of the delay in the presentment for payment,
under §84.
Drawer had enough funds when he issued the check
because his subsequent checks drawn against the
same bank had been encashed.
The assurances of refund by the indorser are the
ordinary obligation of an indorser which are
discharged by the unreasonable delay in
presentation of the check.
NOTE: Camposes note that the discharge of the
indorser should have been based on §§ 66 & 71 on
presentment as a condition to the indorser's liability
& presentment for payment of a demand bill made
within a reasonable time from its last negotiation.
PAPA v A.U. VALENCIA (1998)
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, 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 non-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.
3. Where DELAY excused - when the delay is
caused by circumstances beyond the control of
the holder and not imputable to his default,
misconduct, or negligence; when the cause of
delay ceases to operate, presentment must be
made with reasonable diligence (Sec. 81,NIL)
4. Manner of Presentment
a. The instrument must be exhibited; when
paid, must be delivered up to the party
paying it. (Sec. 74, NIL)
b. What constitutes a sufficient
presentment. (Sec. 72, NIL)
i.BY WHOM: the holder, or by some
person authorized to receive payment
on his behalf;
CHAN WAN v. TAN KIM(1960)
Tan Kim drew specially crossed checks payable to
bearer. Chan Wan presented the checks for payment
to the drawee bank but they were dishonored due to
insufficient funds. Chan Wan seeks recovery on these
checks.
HELD: Checks crossed specially to China Banking
should have been presented for payment by that
bank, not by Chan Wan. Inasmuch as Chan Wan
presented them for payment himself, there was no
proper presentment & the liability did not attach to
the drawer.
But there was due presentment as clearance
endorsements by China Bank can be found at the
back of the checks. However, some of the checks
were stamped account closed.
As Chan Wan failed to indicate how the checks
reached his hands, the court held him not to be a
holder in due course who can still recover on the
checks but subject to personal defenses, such as lack
of consideration.
NOTE: Camposes note that despite the addition of
the words "non-negotiable" on the specially crossed
checks, the Court considered the checks as negotiable
instruments. A check on its face normally has all the
requisites of negotiability, and the addition of the
above words should not change its character as a
negotiable instrument.
ASSOCIATED BANK v. CA & REYES (1992)
Different department stores issued crossed checks
bearing "for payee's account only" payable to
Melissa's RTW. Sayson, acting without authority,
deposited & encashed the checks with Associated
Bank.
HELD: Citing State Invt House v IAC, the effects of
crossing a check are:
1. check may not be encashed but only
deposited in the bank;
2. check may be negotiated only one -- to one
who has an account with a bank; and
3. the act of crossing the check serves as a
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.
The effects of crossing a check relate to the mode of
presentment for payment.
The law imposes a duty of diligence on the collecting
bank to scrutinize checks deposited with it, for the
purpose of determining their genuineness &
regularity.
ii. TIME: reasonable hour on a business
day;
1) where instrument payable at
bank. — must be made during
banking hours, UNLESS the
person to make payment has no
funds there to meet it at any
time during the day, in which
case presentment at any hour
before the bank is closed on that
day is sufficient (Sec. 75, NIL)
iii. PLACE: proper place as herein
defined: (Sec. 73, NIL)
 1) place of payment specified – at
place of payment;
2) no place of payment specified
but address of the person to
make payment is given in the
instrument – at the address
given;
3) no place of payment and no
address is given – at the usual
place of business or residence
of the person to make
payment;
1) in any other case –
wherever person to make
payment can be (1) found,
or if presented (2) at his
last known place of
business or residence
2) where principal debtor is
dead and no place of
payment is specified – to
his personal
representative, IF any AND
IF he can be found with the
exercise of reasonable
diligence (Sec. 76, NIL)
3) where persons primarily
liable are partners and no
place of payment is
specified, presentment for
- to any one of them, even
though there has been a
dissolution of the firm.
(Sec. 77, NIL)
4) joint debtors and no
place of payment is
specified - to them all
(Sec. 78, NIL)
iv. TO WHOM: (1) person primarily
liable on the instrument, or if he is
absent or inaccessible, (2) to any
person found at the place where
the presentment is made.
5. Dishonor by Nonpayment
a. Sec 83, NIL The instrument when:
i. duly presented for payment and
payment refused or cannot be
obtained; or
ii. presentment is excused and the
instrument is overdue and unpaid.
b. Effect:: [subject to NIL provs] an
immediate right of recourse to all parties
secondarily liable accrues to the holder.
(Sec. 84, NIL)
i. Dishonor is a condition precedent to
the enforcement of the liability of
secondary parties.
ii. This is conditioned upon the giving of
due notice of dishonor
iii. An indorser whose liability has
become fixed by demand and notice is,
as to holder, a principal debtor.
5. Notice of Dishonor
5.1.Definition
1. To bring either verbally or by writing, to the
knowledge of the drawer or indorser of an
instrument, the fact that a specified NI, upon
proper proceedings taken, has not been
accepted or has not been paid, and that the
party notified is expected to pay it
2. General rule: MUST be given to drawer and
to each indorser, and any drawer or indorser
to whom such notice is not given is
discharged
5.2. When necessary
1. Sec 89, NIL Except as herein 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…
2. Parties entitled to notice:
a. Drawer
b. Indorser
c. Accomodation Indorsers
i Joint maker excluded if not an
indorser
3. Acceleration Clause
a. If clause is optional on holder:
i The bringing of an action against the
maker and indorsers constitutes a
valid exercise of option and a valid
notice of dishonor
b. Clause is automatic:
i Notice of dishonor must be givem at
once
ii Not sufficient to give it upon
commencement of action
GULLAS v. PNB (1935)
A notice of dishonor is necessary to charge an
indorser & that the right of action against him does
not accrue until the notice is given.
As a general rule, a bank has a right of set off of the
deposits in its hands for the payment of any
indebtedness to it on the part of a depositor.
However, prior to the mailing of notice of dishonor &
without awaiting any action by Gullas, the bank made
use of the money standing in his account to make
good for the treasury warrant. Gullas was merely an
indorser & notice should actually have been given to
him in order that he might protect his interests.
5.3. Form and Contents (Sec 96)
1. Form of Notice:
a. may either be in writing, or oral
b. Campos: must be in a language that will
inform the addressed party that the
instrument has been duly presented
2. Contents – must contain any terms which
sufficiently
a.identify the instrument, and
b. indicate that it has been dishonored by
non-acceptance or non-payment;
3.Mode of delivery
a. Personal service
 i. There must be actual personal
service, or
ii. An ordinary intelligent and diligent
effort to make personal service
b. Through the mails
c. Campos: Through the telephone
i Party to be notified must be fully
identified as the party at the
receiving end of the line
4.The ff. notice still sufficient: (Sec. 95, NIL)
a. a written notice, not signed
b. insufficient written notice, supplemented
and validated by verbal communication
c. instrument suffering from misdescription
UNLESS the party to whom the notice is
given is in fact misled thereby.
5.4.Time and Place
1. Notice may be given as soon as the
instrument is dishonored and within the time
fixed by NIL, unless delay excused (Sec. 102,
NIL)
2. NOTICE to SUBSEQUENT PARTY: Each party
who receives a notice is given the same period
of time within which to notify prior indorsers
that the last holder had. (Sec. 107)
3. TIME FIXED BY THE NIL:
a. Where parties reside in same place (Sec.
103, NIL): Must be given w/in the ff.
times:
ii If given at the place of business of
the person to receive notice -
before the close of business hours
on the day following
iii If given at his residence - before
the usual hours of rest on the day
following
iv If sent by mail - deposited in the
post office in time to reach him in
usual course on the day following.
b. Where parties reside in different places
(Sec. 104, NIL).:
i. If sent by mail - deposited in the post
office in time to go by mail the day
following the day of dishonor, or if there
be no mail at a convenient hour on last
day, by the next mail thereafter
ii. Convenient hour: depends on the
usual hours of opening of business
houses and the post-office
iii. If given otherwise - within 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 specified above
c. Delay (Sec. 113, NIL)
i. Excused: when the delay is caused by
circumstances beyond the control of the
holder and not imputable to his default,
misconduct, or negligence
ii. But, when the cause of delay ceases
to operate, notice must be given with
reasonable diligence.
4. Sender deemed to have given due notice
(Sec. 105, NIL)
a. Where notice of dishonor is duly addressed
and deposited in the post office,
i. “deposit in post office” — when
deposited in any branch post office or in
any letter box under the control of the
post-office department. (Sec. 106, NIL)
b. notwithstanding any miscarriage in the
mails
4. Place where notice must be sent (Sec. 108,
NIL)
a. to the address, if any, added by the party
to his signature; if address not given:
i to the post-office nearest to his place
of residence or where he is
accustomed to receive his letters; or
ii If he lives in one place and has his
place of business in another, to
either place; or
iii If he is sojourning in another place,
to the place where he is so
sojourning.
b. Notice sent to place not in accord with
NIL, still SUFFICIENT
i Where the notice is actually received
by the party within the time specified
in this Act,
5.5. By Whom Given
1. Sec. 90, NIL
a. By or on behalf of the holder or
b. any party to the instrument who may be
compelled to pay it to the holder, and who,
upon taking it up, would have a right to
reimbursement from the party to whom the
notice is given
2. Agent
a. Notice of dishonor may be given by an
agent either in his own name or in the name
of any party entitled to give notice, whether
that party be his principal or not (Sec. 91,
NIL)
b. Where instrument has been dishonored in
hands of agent, he may either himself give
notice to the parties liable thereon, or he
may give notice to his principal (within the
same time as if agent were holder) (Sec. 94,
NIL)
5.6. To whom notice MAY be given
1. If given by an agent
a. to his principal, in case of an instrument
dishonored in the hands of an agent
(Sec. 94, NIL), or
b. to the parties liable thereon
c. ex: collecting bank
2. IN GENERAL (Sec. 97)
a. Party himself
b. Or his agent in that behalf
3. If party is dead and death known to the party
giving notice (Sec. 98, NIL)
a. MUST be given to a personal
representative, if there be one, and if
with reasonable diligence, he can be
found;
 b. If no personal representative – MAY be
sent to the last residence or last place
of business of the deceased.
4. To partners : to any one partner, even
though there has been a dissolution. (Sec.
99, NIL)
5. To joint parties(Sec. 100, NIL)
a. to each of the party
b. unless one of them has authority to
receive such notice for the others.
6. to bankrupt (Sec. 101, NIL)
a. to the party himself or
b. to his trustee or assignee
5.7. In whose favor notice operates
1. when given by/on behalf of holder: inures to
benefit of (Sec. 92, NIL)
a. all subsequent holders and
b. all prior parties who have a right of
recourse vs. the party to whom it’s given
2. where notice given by/on behalf of a party
entitled to give notice: inures for benefit (Sec.
93, NIL)
a. holder
b. all parties subsequent to party to whom
notice given
5.8. When rule requiring notice not applied
1. In general
a. Sec 112: notice of dishonor is dispensed
with when after the exercise of reasonable
diligence, it cannot be given to or does not
reach the parties sought to be charged
b. Reasonable diligence depends upon the
circumstance of the case
2. When notice of non-acceptance is already
given
a. Sec 116: Where due notice of dishonor
by non-acceptance has been given, notice
of a subsequent debtor by non-payment is
not necessary, unless in the meantime the
instrument has been accepted
b. Ratio for the rule: dishonor by non-
acceptance confers upon the holder an
immediate right against all secondary
parties
3. Waiver
a. Waiver of notice may be made either:
i before the time of giving notice has
arrived or
ii after the omission to give due
notice; may be expressed or
implied. (Sec. 109, NIL)
b. Parties affected by waiver
i. Dependent upon where the waiver is
written
ii. Where the waiver is embodied in the
instrument itself - binding upon all
parties;
iii. where written above the signature of
an indorser - binds him only. (Sec.
110, NIL)
5.9. When Notice Not Necessary
1.When not necessary to charge drawer
(Sec. 114, NIL)
a. drawer/drawee same person
b. drawee fictitious, incapacitated
c. drawer is person to whom instrument is
presented for payment
d. drawer has no right to expect/require that
drawee/acceptor will honor instrument
e. drawer countermanded payment
STATE INVESTMENT HOUSE v CA (1993)
Moulic issued 2 checks to Victoriano as security for
pieces of jewelry to be sold on commission.
Victoriano negotiated these checks to State
Investment. As Moulic failed to sell the jewelry, she
returned them to Victoriano. However, she failed to
retrieve her checks. Moulic withdrew her funds from
the drawee bank. Upon presentment, the checks
were dishonored.
HELD: State Investment is a holder in due course &
is not subject to the personal defense of lack of
consideration.
There is no need to serve the drawer a notice of
dishonor because she was responsible for the
dishonor of her checks. After withdrawing her
funds, she could not have expected her checks to be
honored.
2. Where not necessary to charge indorser
(Sec. 115, NIL)
a. drawee fictitious, incapacitated, and
indorser aware of the fact at time of
indorsement
b. indorser is person to whom instrument
presented for payment
c. instrument made/accepted for his
accommodation
6. Protest
A. Definition: testimony of some proper person that
the regular legal steps to fix the liability of drawer
and indorsers have been taken
B. When necessary:
1. In case of a FOREIGN BILL appearing on its
face to be such;
2. protest for non-acceptance if dishonored by
nonacceptance &
3. protest for nonpayment if not previously
dishonored by nonpayment.
4. Effect of failure to protest: the drawer and
indorsers are discharged. (Sec. 152, NIL)
C. Form
1. annexed to the bill or must contain a copy
thereof, and
2. must be under the hand and seal of the
notary making it;
D. Contents
1. The time and place of presentment;
2. The fact that presentment was made and the
manner thereof;
3. The cause or reason for protesting the bill;
4. The demand made and the answer given, if
any, or the fact that the drawee or acceptor
could not be found. (Sec. 153, NIL).
E. By whom
1. A notary public; or
 2. any respectable resident of the place where 2. When bill may be accepted for honor. —
the bill is dishonored, in the presence of two When a BE has been (1) protested for
or more credible witnesses. (Sec. 154, dishonor by non-acceptance or protested for
NIL) better security and (2) is not overdue  any
F. Time person not being a party already liable may,
1. on the day of its dishonor unless delay is with the CONSENT of the holder, intervene
excused; and accept the bill supra protest for the honor
2. when duly noted, the protest may be of any party liable thereon or for the honor of
subsequently extended as of the date of the the person for whose account the bill is
noting. (Sec. 155, NIL); drawn.
G. Place 3. The acceptance for honor may be for part
1. at the place where it is dishonored, only of the sum for which the bill is drawn;
2. EXCEPT bill drawn payable at the place of 4. where there has been an acceptance for
business or residence of person other than honor for one party, there may be a further
the drawee has been dishonored by acceptance by a different person for the
nonacceptance, honor of another party. (Sec. 161, NIL)
a. it must be protested for non-payment 5. Referee in case of need — person whose
at the place where it is expressed to be name is inserted by the drawer of a bill and
payable, and any indorser to whom the holder may resort
b. no further presentment for payment to, in case bill is dishonored by non-acceptance
or demand on, the drawee is necessary. or non-payment; option of the holder to
(Sec. 156, NIL) resort to the referee (Sec. 131, NIL)
H. Protest for better security against the drawer B. PAYMENT FOR HONOR - any person may
and indorsers — where the acceptor has been intervene and pay bill protested for non-payment
adjudged a bankrupt or an insolvent or has supra protest (Sec. 171, NIL)
made an assignment for the benefit of creditors
before the bill matures (Sec. 158, NIL) 6.3 INSTRUMENTS PAYABLE AT BANK
I. Delay excused
1. Requisites: Sec 87: Where the instrument is made payable at a
a. when caused by circumstances beyond bank, it is equivalent to an order to the bank ton pay
the control of the holder, and the same for the account of the principal debtor
b. not imputable to his default, therein
misconduct, or negligence.
2. When the cause of delay ceases to operate, BINGHAMPTON PHARMACY v FIRST NATIONAL
the bill must be noted or protested with BANK (1915)
reasonable diligence.; There is a distinction between the drawer of a check &
J. When protest dispensed with - by any the maker of a note payable at a bank:
circumstances which would dispense with notice Note payable at Check
of dishonor. (Sec. 159, NIL) bank
K. Waiver of protest: deemed to be a waiver not maker of a note is drawer of a check is
only of a formal protest but also of presentment primarily liable on only liable after
and notice of dishonor. (Sec. 111, NIL) the instrument dishonor
Law excuses requires
presentment of presentment within
TAN LEONCO v GO INQUI(1907) the instrument a reasonable time at
the peril of
In exchange for the abaca from Tan Leonco's discharging the
plantations, Go Inqui drew a bill of exchange drawer
against Lim Uyco. Upon presentment of the obligation of the Breach of the duty
draft, it was refused payment due to a stop maker of a note is of the holder of a
order from the drawer. The bill was not not a conditional check to present for
protested. promise to pay payment at the
HELD: The action is not brought upon the bill only at a special place where it is
of exchange which was used only as evidence place, but is a payable at a
of the indebtedness. Under these conditions, promise to pay reasonable time
protest & notice of nonpayment are generally, even discharges the
unnecessary in order to render the drawer though a place of drawer from liability
liable. payment to the extent he is
damaged by the
NOTE: The ruling of the Court on protest is breach.
merely obiter dictum.
8. Bills in Set
7. Acceptance or Payment for Honor
A. composed of various parts being numbered,
A. Acceptance and containing a reference to the other parts,
1. Practice of accepting for honor is obsolete all of which parts constitute one bill of lading
B. Bills in set constitute one bill. (Sec. 178,
NIL)
C. Right of HDCs where different parts are
negotiated. — the holder whose title first
accrues is the true owner of the bill. But
nothing in this section affects the right of a
person who, in due course, accepts or pays
the parts first presented to him. (Sec.
179., NIL)
D. Liability of holder who indorses two or
more parts of a set to different persons. —
liable on every such part, and every
indorser subsequent to him is liable on the
part he has himself indorsed, as if such
parts were separate bills. (Sec. 180, NIL)
E. Acceptance - may be written on any part
and it must be written on one part only. If
the drawee accepts more than one part and
such accepted parts negotiated to different
holders in due course, he is liable on every
such part as if it were a separate bill. (Sec.
181, NIL)
F. Payment - When the acceptor of a bill
drawn in a set pays it without requiring the
part bearing his acceptance to be delivered
up to him, and the part at maturity is
outstanding in the hands of a holder in due
course, he is liable to the holder thereon.
(Sec. 182, NIL)
G. Effect of discharging one of a set. —
Except as herein otherwise provided, the
whole bill is discharged. (Sec. 183, NIL)
Chapter VII. DISCHARGE 4. principal debtor becomes holder
instrument at or after maturity in his own
of

right
1. Definition: Discharge 5. renunciation of holder: (Sec. 122, NIL)
a. holder may expressly renounce his rights
vs. any party to the instrument, before or
The release of all parties, whether primary or
after its maturity
secondary, from the obligation on the instrument;
b. absolute and unconditional renunciation
renders the instrument non-negotiable
of his rights against PRINCIPAL DEBTOR
made at or after maturity discharges the
2. Discharge of the INSTRUMENT instrument
c. renunciation does not affect rights of
2.1. How discharged: (Sec 119)7 HDC w/o notice.
1. By Payment in due course d. Renunciation must be in writing unless
a. Sec. 88: Payment is made in due instrument delivered up to person
course when it is made: primarily liable thereon
i at or after the maturity of the material alteration – review Sec.
payment 125, NIL: what constitutes material
o if payment is made before alteration (Sec. 124, NIL: material
maturity and the note is alteration w/o assent of all parties
negotiated to a HDC, the latter liable avoids instrument except as
may recover on the instrument. against party to alteration and
ii to the holder thereof subsequent indorsers)
o payment to one of several
payees or indorsees in the 3. OF SECONDARY PARTIES (Sec. 120,
alternative discharges the NIL)8
instrument,
o but payment to one of several
A. by discharge of instrument
joint payees or joint indorsers
B. intentional cancellation of signature by holder
is not a discharge. The party
C. discharge of prior party
receiving payment must have
D. valid tender of payment by prior party
been authorized by others to
E. release of principal debtor, unless holder’s right of
receive payment.
recourse vs. 2ndary party reserved
iii in good faith and without notice
F. any agreement binding upon holder to extend
that his title is defective
time of payment, or to postpone holder’s right to
b. By whom made:
enforce instrument, UNLESS
i payment in due course by or on
1. made with assent of party secondarily liable,
behalf of principal debtor
or
ii payment in due course by party
2. right of recourse reserved.
accommodated where party is
G. Failure to make due presentment (Secs. 70, 144,
made/ accepted for accommodation
NIL)
c. When check deemed paid by drawee
H. failure to give notice of dishonor
bank
I. certification of check at instance of holder
i Once the holder receives the cash
J. reacquisition by prior party
ii If the bank credits the amt of the
1. where instrument negotiated back to a prior
check to the depositor’s account
party, such party may reissue and further
iii Where the drawee bank charges
negotiate, but not entitled to enforce
the check to the account, indicating
payment vs. any intervening party to whom
intention to honor the check
he was personally liable
2. intentional cancellation by holder
2. where instrument is paid by party secondarily
a. if unintentional or under mistake or
liable, it’s not discharged, but
without authority of holder, inoperative;
a. the party so paying it is remitted to his
b. where instrument or signature appears
former rights as regard to all prior parties
to have been cancelled, burden of proof
b. and he may strike out his own and all
on party which alleges it was
subsequent indorsements, and again
unintentional, etc. (Sec. 123, NIL)
negotiate instrument, except
3. any other act which discharges a simple
i where it’s payable to order of 3rd
contract for payment of money
party and has been paid by drawer
a. ex. issuance of a renewal note—
novation
b. Refer to Art 1231 of the Civil Code

8
Suggested Mnemonics: CuPID CRRAFFT: intentional
Cancellation, Prior Party and Instrument Discharge, Certification,
7
Suggested Mnemonics: PICk ROAD: Payment in due course, Release, Reacquisition, any Agreement, Failure to make due
Intentional Cancellation, Renunciation, any Other Act, Debtor presentment, Failure to give notice of dishonor, valid Tender of
becomes holder. payment.
ii where it’s made/accepted for
accommodation and has been paid
by party accommodated
Chapter VIII. OTHER FORMS OF
COMMERCIAL PAPER
1. In General
1.1. Commercial papers –
1. also Negotiable instruments;
2. merely special forms of either PNs or BEs;
3. also governed by the NIL
1.2. Quasi-negotiable includes commercial paper
which though not governed by the NIL, have certain
attributes of negotiability.
2. Bonds and Debentures
2.1. Bonds
1. evidences of indebtedness, in the nature of
a PNs
2. usually accompanied by a mortgage of the
property of the issuer
3. issued by the government (municipal &
other public corporations) & private
corporations;
a. though not to mature for a long time,
assure some regular income to
bondholders in the form of interest*,
usually payable annually
b. bonds and interest coupons (evidences
interest obligations)*
 may be negotiable in form,
therefore governed by NIL (Sec
65);
 both are actually promissory
notes
c. they run for long periods of time, and
are often sold to the public in general
d. funds generated by such bonds are
used to finance corporate projects and
public works;
e. there is no warranty on the part of such
indorser or negotiator that prior parties
had capacity to contract. The qualified
indorser & negotiator by delivery of a
bond do not warrant therefore that the
corporation which issued the bonds has
any judicial capacity to act. A general
indorser thereof however would be
liable for such want of capacity.
2.2. Debentures
1. similar to bonds except that they are
usually for a shorter tem and may or may
not be accompanied by a mortgage.
2. they are often issued on the general credit
of the issuer corporation
3. Drafts and Letters of Credit
3.1. Drafts and Letters of Credit - The draft and
the letter of credit are generally used together to
effect payment in international transactions.
3.2. Draft a form of BE generally used to facilitate
the transactions between persons physically remote
from each other.
3.3. Letters of Credit
1. one person requests some other person to
advance money or give credit to a third
person, and promises that he will repay the
same to the person making the advancement,
or accept bills drawn upon himself for the like
amount.
2. must be issued in favor of a definite person,
and not to order.
3. under our law, a letter of credit cannot be a
negotiable instrument because (a) it may not
contain the words of negotiability; (b) may be
issued for an undetermined amount. See Art
568 Code of Commerce.
4. “INDEPENDENCE PRINCIPLE”: Credits, by
their nature, are separate transactions from
the sales or other contract(s) on which they
may be based and banks are in no way
concerned with or bound by such contract(s),
even if any reference whatsoever to such
contract(s) is included in the credit.
Consequently, the undertaking of a bank to
pay, accept and pay draft(s) or negotiate
and/or fulfill any other obligation under the
credit is not subject to claims or defenses by
the applicant resulting from his relationships
with the issuing bank or the beneficiary. A
beneficiary can in no case avail himself of the
contractual relationships existing between the
banks or between the applicant and the
issuing bank.
a. Thus, the engagement of the issuing
bank is to pay the seller or beneficiary of
the credit once the draft and the required
documents are presented to it. This
principle assures the seller or the
beneficiary of prompt payment
independent of any breach of the main
contract and precludes the issuing bank
from determining whether the main
contract is actually accomplished or not.
Under this principle, banks assume no
liability or responsibility for the form,
sufficiency, accuracy, genuineness,
falsification or legal effect of any
documents, or for the general and/or
particular conditions stipulated in the
documents or superimposed thereon, nor
do they assume any liability or
responsibility for the description,
quantity, weight, quality, condition,
packing, delivery, value or existence of
the goods represented by any
documents, or for the good faith or acts
and/or omissions, solvency, performance
or standing of the consignor, the carriers,
or the insurers of the goods, or any other
person whomsoever.
b. The independent nature of the letter of
credit may be: (a) independence in toto
where the credit is independent from the
justification aspect and is a separate
obligation from the underlying agreement
like for instance a typical standby; or (b)
 independence may be only as to the
justification aspect like in a commercial
letter of credit or repayment standby,
which is identical with the same
obligations under the underlying
agreement. In both cases the
payment may be enjoined if in the light
of the purpose of the credit the
payment of the credit would constitute
fraudulent abuse of the credit.
(Transfield vs. Luzon Hydro)
5. Pertinent Code of Commerce provisions:
a. Art 567. Letters of credit - issued by
one merchant to another for the
purpose of attending to a commercial
transaction.
b. Art 568. The essential conditions of
letter of credit shall be:
i issued in favor of a definite person,
and not to order.
ii limited to a fixed and specified
amount, or to one or more
undetermined amount, but all
within a maximum the limit of
which has to be stated exactly.
Note: Those which do not have any of
these last circumstances shall be
considered as mere letters of
recommendation.
c. Art 569. The drawer of a letter of
credit shall be liable to the person on
whom it was issued, for the amount
paid by virtue thereof, within the
maximum fixed therein.
Letters of credit may not be protested
even if not be paid; bearer cannot
acquire any right of action by reason of
non-payment against the person who
issued it.
The person paying has right to demand
the proof of the identity of the person in
whose favor the letter of credit was
issued.
d. Art 570. The drawer of a letter of
credit may annul it, informing the
bearer and the person to whom it is
addressed
e. Art 571. The bearer of a letter or credit
shall pay the amount received to the
drawer without delay. Should he not do
so, an action involving execution may
be brought to recover it, with legal
interest and the current exchange in
the place where it is repaid.
f. Art 572. If the bearer of a letter of
credit does not make use thereof within
the (1) period agreed upon with the
drawer, or in default of a period fixed,
(2) within 6 months, counted from its
date, in any point in the Philippines,
and within 12 months anywhere outside
thereof, it shall be void in fact and in
law.
BPI v. DE RENY FABRIC (1970)
The company and its officers cannot shift the burden
of loss to the bank because of the terms of their
Commercial Letter of Credit Agreement with the bank
provides that latter shall not be responsible for the
any difference in character or condition of the
property. Furthermore, the bank was able to prove
the existence of a custom in international banking and
financing circles negating any duty of the bank to
verify whether what has been described in letters of
credits or drafts or shipping documents actually
tallies with what was loaded aboard ship. Banks, in
providing financing in international business
transactions do not deal with the property to be
exported or shipped to the importer, but deal only
with documents.
LEE v CA (2002)
Modern letters of credit are usually not made between
natural persons. They involve bank to bank
transactions. Historically, the letter of credit was
developed to facilitate the sale of goods between,
distant and unfamiliar buyers and sellers. It was an
arrangement under which a bank, whose credit was
acceptable to the seller, would at the instance of the
buyer agree to pay drafts drawn on it by the seller,
provided that certain documents are presented such
as bills of lading accompanied the corresponding
drafts. Expansion in the use of letters of credit was a
natural development in commercial banking. Parties
to a commercial letter of credit include:
(a) the buyer or the importer,
(b) the seller, also referred to as beneficiary,
(c) the opening bank which is usually the
buyer’s bank which actually issues the letter
of credit,
(d) the notifying bank which is the
correspondent bank of the opening bank
through which it advises the beneficiary of
the letter of credit,
(e) negotiating bank which is usually any
bank in the city of the beneficiary. The
services of the notifying bank must always be
utilized if the letter of credit is to be advised
to the beneficiary through cable,
(f) the paying bank which buys or discounts
the drafts contemplated by the letter of
credit, if such draft is to be drawn on the
opening bank or on another designated bank
not in the city of the beneficiary. As a rule,
whenever the facilities of the opening bank
are used, the beneficiary is supposed to
present his drafts to the notifying bank for
negotiation and
(g) the confirming bank which, upon the
request of the beneficiary, confirms the letter
of credit issued by the opening bank.
TRANSFIELD VS. LUZON HYDRO (2004)
Can the beneficiary invoke the independence
principle? Yes.
To say that the independence principle may only be
invoked by the issuing banks would render nugatory
the purpose for which the letters of credit are used in
commercial transactions. As it is, the independence
doctrine works to the benefit of both the issuing
bank and the beneficiary.
4. Certificate of Stock
A. or share certificate is the customary and
convenient evidence of the holder’s interest in
the corporation which issues it.
B. not a NI, but is included in the term “securities”
bec does not contain any promise or order to
pay money;
C. described as Quasi-Negotiable bec oftentimes,
by application of the principles of estoppel, and
to effectuate the ends of justice and the
intention of the parties, the courts decree a
better title to the transferee than actually
existed in his transferor, and is the same as
would be reached if the certificate were
negotiable.
D. When the shareholder signs the back of
certificates of stock without filling in the blanks
(for the name of the transferee and attorney-in-
fact) and the certificate is delivered to another,
the latter appears to be the owner thereof. A
bona fide purchaser of value without notice, will
be protected in his acquisition, although such
third person has diverted the certificate from
the purpose for which he was entrusted
therewith. (Principle of Estoppel)
E. The same rule is applicable if the certificate is in
bearer form.
F. The rule is applicable where the certificate is
lost or stolen while signed in blank. Even a
purchaser in good faith cannot acquire title as
against the true owner. (?)
G. At common law, stock certificates are given the
attributes of negotiability only where the owner
thereof has entrusted the wrongdoer with the
possession of such certificate and clothed him
with apparent ownership thereof.
SANTAMARIA v HONGKONG & SHANGHAI
BANK (1951)
Plaintiff, in failing to take the necessary precaution
upon delivering the certificate of stock to her broker,
was chargeable with negligence in the transaction
which resulted to her own prejudice, and as such,
she is estopped from asserting title to it as against
the defendant bank.
A certificate of stock, indorsed in blank, is deemed
quasi-negotiable, and as such the transferee thereof
is justified in believing that it belongs to the holder
and transferor.
DE LOS SANTOS, McGRATH (1955)
Although a stock certificate is sometimes regarded
as quasi-negotiable, in the sense that it may be
transferred by endorsement, coupled with delivery it
is well settled that the instrument is non-negotiable,
because the holder thereof takes it without
prejudice to such rights or defense as the registered
owner or credit may have under the law, except in
so far as such rights or defenses are subject tot eh
limitations imposed by the principles governing
estoppel.
CAPCO v. MACASAET (1990)
Certificates of stocks are considered as quasi-
negotiable instruments. When the owner or
shareholder signs the printed form of sale or
assignment at the back of every stock certificates
without filling in the blanks provided for the name of
the transferee as well as for the name of the
attorney-in-fact, the said owner or shareholder, in
effect, confers on another all the indicia of ownership
of the said stock certificates.
5. Negotiable Documents of Title
5.1. In General
1. as distinguished from negotiable instruments,
refer to goods and not to money; the sale of
goods covered is effected by the transfer of
said document
2. not governed by the NIL but by the Civil
Code.
3. includes any bill of lading, dock warrant,
“quedan”, or warehouse receipt or order for
the delivery of goods, or any other document
used in the ordinary course of business in the
sale or transfer of goods, as proof of the
possession or control of the goods, or
authorizing or purporting to authorize the
possessor of the document to transfer or
receive, either by indorsement or by delivery,
goods represented by such document.
4. Documents of title negotiable when goods
represented thereby are deliverable to a
specified person , to order or to bearer.
5. valuable in commerce because it facilitates
the sale and delivery of goods.
5.2. Kinds
1. Warehouse receipts an agreement by a
warehouseman to store goods and deliver
them to a named person or his order or to
bearer.
2. Bill of Lading a similar contract by a carrier
to ship goods and deliver them to the person
named therein or his order or to bearer;
negotiable bill of lading is useful not only as
evidence of the receipt of the goods by the
carrier but as evidencing title to goods
covered by it. It also facilitates the purchase
of goods by one person from another who is
physically remote and probably unknown to
him.
a. “straight” bill where the goods are to be
delivered to a specified person, it is not
negotiable and is called a “straight” bill.
Otherwise, it is referred to as an “order”
bill.
3. Certificate of Deposita receipt of a bank for
certain sum of money received upon deposit;
generally framed in such FORM as to
constitute a promissory note, payable to the
 depositor, or to the depositor or order, or to
bearer.
a. it is taken when depositor does not
need his money for some extended
period of time and wants it to earn
interest; more of an investment paper
than a commercial paper because it is
not attendant to a commercial
transaction the way a check or a
promissory note is.
b. it is negotiable if it meets all the
requirements of Sec 1 NIL
5.3. Negotiation - same as those used in NIs; to
order=delivery + indorsement, to bearer = delivery
1. The means of negotiating a document of title
are the same as those used in negotiable
instruments.
2. If by the terms of the document, the goods
are deliverable to the order of a specified
person, then it should be indorsed by such
person, either specially or in blank.
3. If the goods are deliverable to bearer, or the
document has been indorsed in blank, then
negotiation may be by mere delivery.
5.4. Rights of a Holder
1. When free from personal defense
a. Under Art 1518 Civil Code, a holder of
a negotiable document of title in good
faith, for value and without notice is
placed on the same level as a HDC of a
negotiable instrument – i.e., personal
defenses enumerated in said article are
not available against him. Personal
defenses include: negotiation was a
breach of duty on the part of the person
making the negotiation, owner of the
document was deprived of the
possession of the same by loss, theft,
fraud, accident, mistake, duress or
conversion.
b. Note Art 1518’s conflict with Art 1512.
(see p 915)
2. What title acquired (NOTE: see Arts 1513,
1514 and 1519 Civil Code)
a. A person to whom a negotiable
document of title has been duly
negotiated acquires the title of the
person NEGOTIATING it as well as the
title of the ORIGINAL BAILOR or
depositor of the goods.
ex. if the original bailor had no
authority from such owner to deposit
the goods, then the holder of the
negotiable document, even if the
negotiation to him was valid, cannot
acquire title to the goods; AND even if
the original bailor had authority, if the
negotiation to the present holder’s
transferor was not valid, such holder,
even if in good faith and for value, does
not acquire any right to the goods. 
the holder’s remedy if any, is against
his transferor and/or the guilty party.
i Thus, if the original bailor or
depositor of the goods was not the
owner thereof or had no authority
from such owner to deposit the
goods, then the holder of the
negotiable document, even if the
negotiation to him was valid, cannot
acquire title to the goods.
ii On the other hand, even if the
original bailor or depositor was the
owner or had authority from the
owner, if the negotiation to the
present holder’s transferor was not
valid, such holder, even if in good
faith and for value, does not acquire
any right to the goods.
iii In both cases, the holder’s remedy if
any, is against his transferor and/or
the guilty party.
b. The person to whom the document has
been negotiated acquires the obligation
of the bailee to make delivery to him,
as if they had contracted directly with
each other.
i By issuing a negotiable document of
title, such bailee had given in
advance his consent to hold the
goods for any person to whom such
document is negotiated.
ii If document non-negotiable, notice of
any transfer should be given to the
bailee otherwise bailee or any other
person other than the transferor not
bound
iii Thus, the transferee’s rights may be
defeated by a levy of attachment on
the goods or by a notification to the
bailee of a sale of the goods to
another purchaser.
iv A sale of the goods without the
document will not prejudice a
subsequent purchaser who takes the
document in good faith and for
value.
v The bailee’s delivery to the legal
holder of the document would relieve
him of any further responsibility for
the goods.
5.5. Liability of Indorser
1. The indorsement of a negotiable document of
title carries with it certain implied warranties by
the indorser.
2. As to the document, his warranty covers its
genuineness, his legal right to negotiate it and his
lack of knowledge of any fact which would impair
its validity.
3. As to the goods, he warrants that he has the
right to transfer title thereto and that they are
merchantable.
4. However, unlike the indorser of a NI who is
liable if the primary party fails to pay, the
indorser of a negotiable document of title is not
liable for the failure of the bailee to fulfill his
obligation to deliver the goods.
ROMAN v ASIA BANKING CORP. (1922)
A warehouse receipt must be interpreted
according to its evident intent and it is obvious
that the deposit evidenced by the receipt in this
case was intended to be made subject to the
order of the depositor and therefore negotiable.
The indorsement in blank of the receipt with its
delivery which took place on the date of the
issuance of the receipt demonstrate the intent to
make the receipt negotiable. Furthermore, the
receipt was not marked “non-negotiable.”

SIY CONG BIENG v. HSBC

If the owner of the goods permits another to have

the possession or custody of negotiable
warehouse receipts running to the order of the
latter, or to bearer, it is a representation of title
upon which bona fide purchasers for value are
entitled to reply, despite breaches of trust or
violations of agreement on the part of the
apparent owner.