Professional Documents
Culture Documents
2031) - Lecture
Negotiable Instrument
Written contracts for the payment of money; by its form, intended as a substitute for money and intended to
pass from hand to hand, to give the holder in due course the right to hold the same and collect the sum due.
Section 1.Form of negotiable instruments. -An instrument to be negotiable must conform to the following
requirements:
Hongkong and HSBC vs. BIR Commissioner (GR No. 166018, 2014)
There are not such thing as electronic NI
Promissory Note
An unconditional promise to pay in writing made by one person to another, signed by the maker, engaging to
pay on demand or a fixed determinable future time a sum certain in money to order or bearer. When the note
is drawn to makers own order, it is not complete until indorsed by him. (Sec. 184)
Bill of Exchange
An unconditional order in writing addressed by one person to another, signed by the person giving it, requiring
the person to whom it is addressed to pay on demand or at a fixed or determinable future time a sum certain in
money to order or to bearer. (Sec. 126)
Check
A bill of exchange drawn on a bank and payable on demand. (Sec. 185)
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PROMISSORY NOTE BILL OF EXCHAGE
Only one presentment: for payment Generally 2 presentments: for acceptance and payment
Always drawn upon a bank or banker May or may not be drawn against a bank
Not necessary that it be presented for acceptance Necessary that it be presented for acceptance
The death of a drawer of a check, with knowledge by the The death of the drawer of the ordinary bill or exchange
banks, revokes the authority of the banker to pay does not revoke the authority of the banker to pay
Must be presented for payment within a reasonable time May be presented for payment within a reasonable time
after its issue after its last negotiation
There are two parties: the maker and the payee there are three parties: the drawer, the drawee bank, and
the payee
May be drawn against any person, not necessarily a bank Always drawn against a bank
20 November 2014
Makati
For value received, I promise to pay to the order of Juan dela Cruz the sum of One
Thousand Pesos (Php1000) on or before 20 December 2014 at his house in Manila.
____________
Simon Peter
20 November 2014
Makati
Thirty days (30) after date, pay to Triple XXX Company or order the sum of One
Thousand Pesos (Php1000). Value received and charge the same to the account of
____________
Simon Peter
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WHEN A SUM IS CERTAIN:
Sec 2.The sum payable is a sum certain within the meaning of this Act, although it is to be paid:
a. With interest; or
b. By stated installments; or
c. By stated installments, with a provision that, upon default in payment of any installment or of interest,
the whole shall become due;
d. With exchange, whether at fixed rate or at the current rate; or
e. With costs of collection or an attorneys fee, in case payment shall not be made at maturity.
NIs are not legal tender of money. Hence, checks are not legal tender of money. However, its
issuance is equivalent to payment only upon encahsment thereof or credit its amount to a certain
account, thus, the principle that chekcs are good as cash.
BPI Family vs. Manikan (395 SCRA 373): managers checks are good as cash
Pabugais vs. Sahijwani (423 SCRA 596): but checks are not legal tender of payment
PAL vs. CA (GR No. L-49188, 1990) and Tibajia vs. CA (GR No. 100290, 1993): cashiers check not
legal tender until and unless enchased or impaired due to the drawer.
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INSTANCES THAT DO NOT AFFECT THE VALIDITY AND
NEGOTIABILITY OF AN INSTRUMENT
Sec 6. The validity and negotiable character of an instrument are not affected by the fact that
a. It is not dated; or
b. Does not specify the value given, or that any value has been given therefor; or
c. Does not specify the place where it is drawn or the place where it is payable; or
d. Bears a seal; or
e. Designates particular kind of current money in which payment is to be made.
But nothing in this section shall alter or repeal any statute requiring in certain cases the nature of the
consideration to be stated in the instrument.
The insertion of a wrong date does not avoid the instrument in the hands of a subsequent holder in due course;
but as to him, the date so inserted is to be regarded as the true date.
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Rules of Construction
a. Where the sum payable is expressed in words and also in figures and there is a discrepancy between
the two, the sum denoted by the words is the sum payable; but if the words are ambiguous or
uncertain, reference may be had to the figures to fix the amount;
b. Where the instrument provides for the payment of interest, without specifying the date from which
interest is to run, the interest runs from the date of the instrument, and if the instrument is undated, from
the issue thereof;
c. Where the instrument is not dated, it will be considered to be dated as of the time it was issued;
d. Where there is a conflict between the written and printed provisions of the instrument, the written
provisions prevail;
e. Where the instrument is so ambiguous that there is doubt whether it is a bill or note, the holder may
treat it as either at his election;
f. Where a signature is so placed upon the instrument that it is not clear in what capacity the person
making the same intended to sign, he is to be deemed an indorser;
g. Where an instrument containing the word"I promise to pay"is signed by two or more persons, they are
deemed to be jointly and severally liable thereon.
Evangelist vs. Mercator (GR 148864) and Republic Planters vs. CA (GR 93073, 1992)
I promise to pay but signed by two persons will make both persons solidarily liable.
Sec. 20.Liability of person signing as agent, and so forth.- Where the instrument contains or a person
adds to his signature words indicating that he signs for or on behalf of a principal or in a representative
capacity, he is not liable on the instrument if he was duly authorized; but the mere addition of words describing
him as an agent, or as filling a representative character, without disclosing his principal, does not exempt him
from personal liability.
Forgery of NIs
Sec. 23.Forged signature; effect of.- When a signature is forged or made without the authority of the person
whose signature it purports to be, it is wholly inoperative, and no right to retain the instrument, or to give a
discharge therefor, or to enforce payment thereof against any party thereto, can be acquired through or under
such signature, unless the party against whom it is sought to enforce such right is precluded from setting up
the forgery or want of authority.
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Samsung Construction vs. Far East (GR No. 129015, 2004) and Associated Bank vs. Tan (446 SCRA
282)
Drawee bank is liable for the forgery of drawers signature.
Gempesaw vs. CA (218 SCRA 622) and Republic vs. Ebrada (GR No. L-40796, 1975)
Drawee bank can recover when it may be proven that the drawers negligence contributed to the forging of the
check
Sec. 29.Liability of accommodation party.- An accommodation party is one who has signed the instrument
as maker, drawer, acceptor, or indorser, without receiving value therefor, and for the purpose of lending his
name to some other person. Such a person is liable on the instrument to a holder for value, notwithstanding
such holder, at the time of taking the instrument, knew him to be only an accommodation party.
NEGOTIATION
Sec. 30.What constitutes negotiation.- An instrument is negotiated when it is transferred from one person
to another in such manner as to constitute the transferee the holder thereof. If payable to bearer, it is
negotiated by delivery; if payable to order, it is negotiated by the indorsement of the holder and completed by
delivery.
Transfer of Instruments
a. Delivery: means transfer of possession of an instrument, whether NI or not, with the intent to transfer
title to the transferee.
b. Negotiation: means transfer of a NI from one person to another as to constitute the transferee the
holder thereof.
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If payable to bearer: Negotiation is by mere delivery.
Incomplete but Delivered: Sec. 13 and 14, it may be filled up by the transferee/holder
Endorsement
Sec. 31.Indorsement; how made. -The indorsement must be written on the instrument itself or upon a paper
attached thereto. The signature of the indorser, without additional words, is a sufficient indorsement.
Sec. 38.Qualified indorsement.- A qualified indorsement constitutes the indorser a mere assignor of the title
to the instrument. It may be made by adding to the indorser's signature the words "without recourse" or any
words of similar import. Such an indorsement does not impair the negotiable character of the instrument.
CONDITIONAL ENDOSEMENT
Sec. 39.Conditional indorsement. -Where an indorsement is conditional, the party required to pay the
instrument may disregard the condition and make payment to the indorsee or his transferee whether the
condition has been fulfilled or not. But any person to whom an instrument so indorsed is negotiated will hold
the same, or the proceeds thereof, subject to the rights of the person indorsing conditionally.
(NOTE: The endorsement is the one which is conditional and not the promise to pay or order to pay)
PRESUMPTIONS as to Endorsement
Sec. 45: Endorsement is made before the instrument was overdue
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Sec. 42: When drawn to a cashier, endorsement is payable to the bank or corporation of which he is such an
officer.
Rights of a Holder: To sue in his own name and to be paid in order to discharge the document
Defective Title: Sec 55: unlawful means, fraud, duress, breach of faith. Actual knowledge that his acceptance
amounts to bad faith
Sec. 59.Who is deemed holder in due course.- Every holder is deemed prima facie to be a holder in due
course; but when it is shown that the title of any person who has negotiated the instrument was defective, the
burden is on the holder to prove that he or some person under whom he claims acquired the title as holder in
due course. 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.
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Consolidated Plywood vs. IFC (149 SCRA 448)
A financing company that is the endorsee of a note issued by a buyer in favor of the seller is not HDC since
applying the test of proximity, the financing company is privy to the original transaction/sell.
DEFENSES
1. Real defenses attach to the instrument on the principle that there was no contract at all. They are
available against all holders including HDC.
2. Personal defenses rise upon the agreement or conduct of a particular person in regard to the instrument
which render the NIL inequitable for him/her, though holding the legal title, to enforce it against the party
sought to be made liable. They are not available against a HDC.
REAL DEFENSES
1. Incapacity: infancy or corporate veil (Sec. 22).
2. Incomplete and undelivered (Sec. 15)
3. Illegality
4. Forgery
5. Fraud
PERSONAL DEFENSES
1. Complete but undelivered (Sec. 16)
2. Incomplete but delivered (Sec. 14)
3. Lack of consideration (Sec. 28)
4. Duress
5. Forgery (as to those precluded)
6. Material alteration (Sec. 124)
7. Fraud
LIABILITIES OF PARTIES
Maker: pay according to tenor; admits existence of payee and his capacity to endorse
Drawer: admits existence of payee and his capacity to endorse; that the instrument will be accepted or paid or
both according to tenor and that he will pay the holder or subsequent endorser if duly dishonored
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Liability of acceptor.-
The acceptor, by accepting the instrument, engages that he will pay it according to the tenor of his acceptance
and admits:
a. The existence of the drawer, the genuineness of his signature, and his capacity and authority to draw
the instrument; and
b. The existence of the payee and his then capacity to indorse.
All persons who signs the instrument other than maker, drawer or acceptor is deemed an indorser
WARRANTY OF QUALIFIED INDORSER
a. That the instrument is genuine and in all respects what it purports to be;
b. That he has a good title to it;
c. That all prior parties had capacity to contract;
d. That he has no knowledge of any fact which would impair the validity of the instrument or render it
valueless.
But when the negotiation is by delivery only, the warranty extends in favor of no holder other than the
immediate transferee.
And, in addition, he engages that, on due presentment, it shall be accepted or paid, or both, as the case may
be, according to its tenor, and that if it be dishonored and the necessary proceedings on dishonor be duly
taken, he will pay the amount thereof to the holder, or to any subsequent indorser who may be compelled to
pay it.
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