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Review notes

NEGOTIABLE INSTRUMENTS LAW

What are the requisites of a negotiable instruments?

An instrument to be negotiable must conform to the following requirements/the requisites of a
negotiable instrument are as follows:
a. It must be in writing and signed by the maker or drawer;
b. It must contain an unconditional promise or order to pay a sum certain in money;
c. It must be payable on demand or at a fixed or determinable future time;
d. It must be payable to order or bearer;
e. Where the instrument is addressed to a drawee, he must be named or otherwise indicated
therein with reasonable certainty. (Section 1, Negotiable Instruments Law)
Q: What principle do we follow in determining the instrument as negotiable or not?

A: Negotiability is shown in the face of the instrument. Negotiability or non-negotiability is determined fro
writing. In the construction of a bill or a note, intention of the parties is to control, if it can be legally
ascertained. While the writing may be read in the light of surrounding circumstances, the writing is the only
outward and visible expression of their meaning. Duty of the court in such case is to ascertain, not what parties
secretly intended but what is the meaning of the words they have used.

A. Kinds of Negotiable Instruments

1. Promissory note - a promise to pay money
 unconditional promise in writing made by one person to another signed by the maker
 engaging to pay on demand, or at a fixed or determinable future time a sum certain in money
to order or to bearer
 where a note is drawn to the maker’s own order, not complete until indorsed by him (Sec. 184,
NIL).
2. Bill of exchange - an order made by one person to another to pay money to a third person.
 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, NIL).
 Check: bill of exchange drawn on a bank payable on demand.
B.Parties

 As regards promissory note:

1. Promissor/maker
2. Payee - person to whom the promise to pay is made.
 As regards bill of exchange:
1. Drawer - person who gives the order to pay.
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 holderof the instrument.
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 Are electronic messages negotiable instruments?
A: NO, they are not signed by the investor-clients as supposed to drawers of a BE. They also do not contain an
unconditional promise to pay a sum certain in money as the payment is supposed to come from a specific fund
or account of the investor-clients. Lastly, they are not payable to order or to bearer but to a specifically
designated 3rd party.

 What is the extent of liability of co-makers of an instrument?

A: Where the instrument contain the words, “I promise to pay” and such is signed by 2 or more persons, they
are deemed jointly and severally liable. The fact that a singular pronoun is used indicates that the promise is
individual as to each other, meaning that each of the co-signers is deemed to have made an independent
singular promise to pay the notes in full.

METROPOLITAN BANK VS. CA. The treasury warrants in question are not NIs. They are payable
from a particular fund, to wit, Fund 501. An order or promise to pay out of a particular fund is NOT
unconditional.

POWELL & POWELL V. GREENLEAF & CURRIER (1932).An instrument to be negotiable must
contain, among other things, an unconditional promise or order to pay a sum certain in money. An
unqualified order or promise to pay is unconditional within the meaning of the statute, though coupled
with a statement of the transaction which gives rise to the instrument.
Whether these instruments were negotiable must be determined from the language of the instruments
themselves, unaided by an inspection of the extrinsic agreements to which they refer.
It is the general rule that whenever a bill of exchange or promissory note contains a reference to some
extrinsic contract in such a way as to make it subject to the terms of that contract, as distinguished
from a reference importing merely that the extrinsic agreement was the origin of the transaction, or
constitutes the consideration of the bill or note, the negotiability of the paper is destroyed.
But it is equally well-settled that the negotiability of a bill or note is not affected by a reference which
is simply a:
1. recital of the consideration for which the paper is given;
2. statement of the origin of the transaction; or
3. statement that is given in accordance with the terms of a contract of even date between the same
parties.
In short, to destroy negotiability, the reference to a collateral contract must show that the obligation is
burdened with the conditions of that contract.
Rules to be followed in interpreting negotiable instruments
SEC 17. Construction where instrument is ambiguous—Where language of instrument is ambiguous or there
are omissions, following rules of construction apply:

a. Where SP is expressed in words and also in figures and there is a discrepancy between the 2, sum
denoted by the words is the SP; but if the words are ambiguous or uncertain, reference may be had
to the figures to fix the amount.
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b. Where instrument provides for the payment of interest without specifying the date from which
interest is to run, interest run from the date of the instrument and if the instrument is undated,
from the issue thereof
c. Where instrument is not dated, it will be dated as of the time it was issued
d. Where there is a conflict between the written and printed provisions of the instrument, written
provisions prevail
e. Where instrument is so ambiguous that there is doubt whether it is a bill or a note, 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 2 or more persons, they
are deemed to be jointly and severally liable.

 Order Instrument, negotiation requires delivery and indorsement of the transferor.

o When instrument is payable to order
1. Drawn payable to the order of a specified person or to him or his order (Sec. 8, NIL).
2. 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.

1. Provisions not Affecting Negotiability, (Sec. 5, NIL):

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.

In common law, two kinds of judgment by confession:

 Judgment by cognovit actionem
 Confession relicta verificatione

2. Omissions not Affecting Negotiability, (Sec. 6, NIL):

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

3. Rules of Construction, (Sec.17,NIL):

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
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7. “I promise to pay” when signed by two or more persons is deemed to be jointly and severally
signed

CONTINENTAL ILINOIS BANK V. CLEMENT. Where an instrument containing the words "I promise to
pay" is signed by two or more persons, they are deemed to be jointly and severally liable thereon.
If an instrument worded in the singular is executed by several, the obligation is joint and several one.

4. Delivery and Issuance

 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)
 NI incomplete and revocable until delivery for the purpose of giving effect thereto as between
(Sec. 16, NIL):
a. immediate parties
b. a remote party other than holder in due course
 delivery, to be effectual, must be made by or under the authority of the party
making/drawing/accepting/indorsing
 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
 PRESUMPTION OF DELIVERY
o 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
o if it is in the hands of a HDC, the presumption is conclusive
o 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.
 PRESUMPTION AS TO DATE
o Date is not an essential element of negotiability
o An undated instrument is considered to be dated as of the time it was issued

IN RE MARTEN’S CASE. The decedent had executed a promissory note in favor of his daughter, but he
never delivered the same to her. After his death, an envelope containing the note was discovered in his
safe. HELD: There could be NO delivery, as contemplated by the NIL. It was immaterial whether or not
the decedent really wanted to pay his daughter, and in fact intended the note to be the payment. Without
delivery, the contract on the note was incomplete and revocable.

5. Negotiation
 When an instrument is transferred from one persn 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)

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)

 KINDS OF INDORSEMENTS (Sec. 33, NIL)

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.
b. Blank – specifies no indorsee, instrument so indorsed is payable to bearer, and may be
negotiated by delivery
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o 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

2. as to kind of title transferred:

a. restrictive – such indorsement either:
i. prohibits further negotiation of instrument,
ii. constitutes indorsee as agent of indorser, or
iii. vests title in indorsee in trust for another
o rights of indorsee in restrictive ind.:
i. receive payment of inst.
ii. Bring any action thereon that indorser could bring
iii. Transfer his rights as such indorsee, but all subsequent indorsees acquire only title
of first indorsee under restrictive indorsement

WHITE V. NATIONAL BANK (1880). Payee indorsed: “Pay White for account of Miner’s
Bank”. HELD: White does not have personal right to the payment. He is a mere agent of
the bank yo collect money. Indorsement means that the acceptor of the draft is to pay
White (indorsee) for the use of Miner’s Bank (indorser).

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)
2. Interest will increase from 8% to 10% if instrument is not paid when due.
Plus : acceleration clause at payee’s option to declare the whole amount due in case of default.
No effect on negotiability. Sec 1 still met.
3. Notation at the back of the note: “For value received, we hereby guarantee the within not including
interest and costs at maturity or any time thereafter demanded”.
RULE : An indorsement written on the back of the note in the form of a guaranty of the payment thereof,
and signed by the payee, passes title to the paper the same as on an indorsement in blank.
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 endorser 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)
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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

SIMPSON V. FIRST NATIONAL BANK OF ROSEBURG (1919). 1. When an unendorsed

negotiable instrument is transferred, the transferee acquires the legal title to the instrument,
and in addition the right to have the indorsement of the transferor. The purpose of this is to
preserve the negotiability of the instrument.
2. The transferee is entitled to an UNQUALIFIED IBNDORSEMENT. This is the type of
indorsement most used in the commercial world and the one generally expected by the
transferee unless the parties have agreed to the contrary. The burden of proof is upon the
party who alleges that the transferee is entitled only to a qualified indorsement.
The court is careful to note though that it does NOT follow that the law requires an unqualified
indorsement in every case. The trans feree will be granted the kind of indorsement to whichhe
is entitled, according to the circumstances of the particular case.
Transferee may compel transferor (Bank of Roseburg) to indorse the instrument and this
implies an UNQUALIFIED indorsement.

WHISTLER V. FORSTER (1863).Griffiths gave the check to Whistler for value but did not
indorse it : Whistler at the time ghe received the check, had no notice of the fraudulent
manner in which Griffiths obtained it from the defendant Forster. But before Whistler
obtained the indorsement of Griffiths, he had notice of such fraud. HELD: Before
Griffithindorse the check, Whistler had the same rights as if ordinary chattel had passed to
him by an equitable assignment. He had all the rights which Griffiths could convey to him.
However, Griffiths, being guilty of fraud, could not pass any right by merely handing the
instrument to another. Thus, before the instrument was indorsed to him, he has not title as
transferee of the bill.
RULE: The transfer/delivery of a negotiable instrument passes to the transferee all the rights
which the transferor could convey to him. If in addition to the delivery, the instrument is also
indorsed, the transferee acquires GOOD AND CLEAN TITLE regardless of his predecessor’s
title, PROVIDED he (transferee) acquires the instrument for value and without notice of fraud.
NOTE : The indorsement subsequently obtained by W from G had no curative effect because
when it was obtained, W (holder) already knew of the defect in title and of the dishonor.
Remember Sec.52 must be met at the time of actual indorsement.
1. 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)
2. Indorsement by Agent - agent should make it plain that he is signing in behalf of a principal
otherwise he may be made personally liable
3. 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.
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4. 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)
5. 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

HOLDER (Sec. 191, NIL) - 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

A. REQUISITES to become a HOLDER IN DUE COURSE(Sec.52, NIL) – HDC is one who has taken the
instrument under the following conditions:
1. That it is complete and regular upon its face
 When is an instrument complete? If an instrument contains all the requisites for making it a
negotiable one , it should be considered as complete even if it may have blanks as to non-
essentials .
 When is an instrument 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.
 What are material particulars? A change in the ff. is considered a material alteration (Sec. 125,
NIL):
a. The date;
b. The sum payable, either for principal or interest;
c. The time or place of payment:
d. The number or the relations of the parties;
e. The medium or currency in which payment is to be made;
f. Or which adds a place of payment where no place of payment is specified,
IN GENERAL: any other change or addition which alters the effect of the instrument in any
respect
 What are the rights of a HDC of an instrument that has been materially altered? enforce
payment thereof according to its original tenor IF not a party to the alteration. (Sec. 124, NIL)

MILES CITY BANK v. ASKIN (1947). It will not be presumed that any alteration was made prior
to delivery, and with assent of the maker. The ancient rule of alterations and erasures or written
instruments were presumed to have been made at or prior to the time of their execution. The
trend of authority is still in favor of the rule as thus declared. However when an alteration or
erasure appears suspicious on its face, it demands explanation. In the presence of this, or equally
cogent circumstances of a suspicious nature, the law presumes nothing, and the question as to
the time when the person by whom, or the interests for which, the alteration was made are matters
of fact to be found by the jury upon proof adduced by the party offering the instrument in evidence.
Should the jury find that the instrument had been materially altered after its execution and delivery,
but nevertheless the plaintiff was a holder in due course, not a party to the alteration, then the
plaintiff should be allowed recovery according to its original tenor.
Should the jury find that the alteration was so obvious as to impart notice thereof to plaintiff, it
might well conclude that plaintiff’s action amounted to bad faith toward the defendant; certainly in
such event, it must conclude that cashing the check amounted, at the least, to gross negligence.
Judgment reversed; remaded for new trial.
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BRONSON v. STETSON (1930). Under Section 16, if defendant is a HDC, the note is good in
her hands, although it was not filled by Mears strictly in accordance with the authority given by the
plaintiffs to him. If defendant is not a HDC, then, as plaintiffs became parties before completion,
the note may not for reasons stated be endorsed against them.
In order, however, that any such instrument when completed may be enforced against any person
who became a party thereto prior to its completion, it must be filled up strictly in accordance with
the authority given within a reasonable time.
Defendant not HDC. The note (and mortgage) in her hands is open to the plaintiff’s equities which
must prevail.

2. That he became the holder of it before it was overdue, without notice of any previous dishonor
 Therefore the ff. cannot be HDCs: (Sec. 53, NIL)
o A holder who became such after the date of maturity of the instrument (instrument is
overdue);
NOTE: An overdue instrument is still negotiable, but it is subject to the defense existing at
the time of the transfer.
o In case of demand instruments, a holder who negotiates it after an unreasonable length of
time after its issue
 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)

BLISS v. CALIFORNIA COOP. PRODUCERS, A transferee of a note is a HDC as to the

installments to mature in the future when the transfer is made after one or more but not all of the
installments are due on its face, unless the past due installments have not in fact been paid and
he had notice of that fact.

BARBOUR v. FINKE, The mere fact that interest due is unpaid, the principal not being due, does
not render the note dishonored. Therefore, even if plaintiff had notice of such non-payment, it
would not prevent him from becoming a HDC.

LE DUE v. FIRST NATIONAL BANK OF KASSON (1883). The general rule is that a bill must be
presented for payment within a reasonable time, having in view ordinary business usages, and
the purposes which paper of that class is intended to subserve. OVERDUE  a right of action
against drawer or indorser; OR a bill which has come into the hands of an indorser so long after
its issue as to charge him with notice of its dishonor, and thus subject it in his hands to the
defenses which the drawer had against it in the hands of the assignor. In the CAB, it may be said
to be overdue, although it has never been in fact presented to the drawee for payment. The draft
in the CAB was, without any explanation of the reason, found outstanding nearly 5 months after
its date.

IDAHO STATE BANK v. HOOPER SUGAR CO., The instrument takes a new lease of life with
respect to an indorser after maturity, and his equitable defenses are not let in until a reasonable
time after he indorses, although the paper is apparently overdue.

DUNN v. O’KEEFE (1816). The drawer who issued his bill into the world, without procuring its
acceptance, is not without some degree of blame. Upon the whole, it appears that no authority
has pronounced that a bill of exchange shall be void security, in the hands of an innocent indorsee,
who has knowledge that the bill has ever been dishonored, because a former holder has omitted
to give notice to the drawer that the drawee has refused acceptence.

 Effect of Postdating or Antedating

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3. That he took it in good faith AND for value

a. 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).
 PRESUMPTION – Every NI is deemed prima facie issued for valuable consideration; and
every person whose sig appears thereon to have become a party thereto for value ( Sec.
24, NIL)
 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)

b. HOLDER IN GOOD FAITH

 BAD FAITH - does not require actual knowledge of the exact fraud that was practiced;
knowledge that there was something wrong about the assignor’s acquisition of title is
sufficient. The burden is upon the defendant to show that notwithstanding the
SUSPICIOUS CIRCUMSTANCES, it acquired the check in actual good faith. (De Ocampo
& Co. v. Gatchalian)

UNAKA NATIONAL BANK v. BUTLER. To constitute notice of an infirmity in an instrument,

or defect of 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. The purchaser of a negotiable
instrument owes no duty to the former holders to actively inquire into the title of the party in
possession, and that circumstances of suspicion and gross negligence are not of themselves
bad faith, but only evidence tending to establish it.

VICENTE R. DE OCAMPO & CO. v. GATCHALIAN, ET. AL. (1961). In order to show that the
defendant had knowledge of such facts that his action in taking the instrument amounted to
bad faith, it is not necessary to prove that the defendant knew the exact fraud that was
practiced upon the plaintiff by the defendant’s assignor, it being sufficient to show that the
defendant had notice that there was something wrong about the assignor’s acquisition of title,
although he did not have notice of the particular wrong that was committed.
Under the circumstances of the CAB, instead of the presumption that payee was a holder in
good faith, the fact is that it acquired possession of the instrument under circumstances that
should have put it to inquiry as to the title of the holder who negotiated the check to it. The
burden was, therefore, placed upon it to show that notwithstanding the suspicious
circumstances, it acquired the check in actual good faith.
One line of cases had adopted the test of the reasonably prudent man and the other that of
actual good faith. It would seem that it was the intent of the Negotiable Instruments Act to
harmonize this disagreement by adopting the latter test. 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, but are to be considered merely as evidence bearing on the question of
bad faith.
Defendants absolved from the complaint.

4. That at time it was negotiated to him, he had no notice of:

a. any infirmity in instrument
b. any defect in title of person negotiating; title DEFECTIVE when (Sec. 55, NIL):
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i. instrument/signature obtained by fraud, duress, force or fear or other unlawful means OR
for an illegal consideration; or
ii. instrument is negotiated in breach of faith, or fraudulent circumstances
 NOTICE of infirmity or defect - 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)
 What are the rights of a transferee who receives NOTICE of any infirmity or defect BEFORE
he has PAID THE FULL amount for the instrument? He will be deemed a HDC only to the
extent of the amount therefore paid by him (Sec.54, NIL)
 CONSTRUCTIVE NOTICE (ex. notice of defenses disclosed by public records, doctrine of lis
pendens) is not sufficient to charge a purchaser of a NI with notice. However, notice to an
AGENT is chargeable against the principal.
 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.

B. EFFECT OF QUALIFIED, CONDITIONAL AND RESTRICTIVE INDORSEMENTS

 The status of a holder as a HDC is not affected by his taking under a qualified indorsement.
 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.
 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.

C. PAYEE AS HOLDER IN DUE COURSE

HOWARD NATIONAL BANK v. WILSON. A payee is capable of being a HDC. The payee named in a
note may be so separated from the consideration thereof as to have the rights of a purchaser for value;
on the other hand a transferee may be so associated with the transaction as not to be within the intended
protection of the NIL.

D. WHO IS DEEMED HDC (BURDEN OF PROOF)(Sec.59, NIL)

 General Rule: Prima facie presumption in favor of holder
 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
 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

E. RIGHTS OF HOLDER IN DUE COURSE

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)

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).

F. RIGHTS OF PURCHASER FROM HOLDER IN DUE COURSE(Sec.58, NIL)

 
 General Rule: In the hands of any holder other than a HDC, NI is subject to same defenses as if
it were non-negotiable.
 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

PIERCE v. CARLTON. The principle that one who acquires title from a HDC may recover, though he
himself may not have had notice of the infirmty when he acquired the instrument from such holder, was
recognized before the enactment of the NIL. But this rule is subject to the single exception that, if the
note were invalid as between the maker and the payee, the payee could not himself, by purchase from a
bona fide holder, become successor to his rights, it not being essential to such bona fide holder’s
protection to extend the principle so far.
Affirmed.

LILL v. GLEASON (1914). The general rule is that payment by a party other than the principal debtor
does not discharge parties prior to the one making the payment, and the payment, instead of
extinguishing the instrument, operates as a transfer of it to the party paying.

H. TRANSFEREE OF UNINDORSED INSTRUMENT

COMMERCIAL BANK OF LAFAYETTE TRUST CO. v. BARRY (1934). A transferee of a note payable
to order cannot obtain legal title thereto, except by indorsement of the payee; a holder without such
indorsement takes it subject to all the equities vested in prior parties.
In the CAB, since the note was acquired by the Commercial Bank of La Fayette unindorsed, no title on
indorsement is vested in the former.
 

DEFENSES IN GENERAL
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.
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.
 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

SPECIFIC DEFENSES
1. REAL DEFENSES
a. 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)

b. INCOMPLETE, UNDELIVERED INSTRUMENT

 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)
 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

2. PERSONAL DEFENSES
a. COMPLETE, UNDELIVERED INSTRUMENT
 CONCLUSIVE presumption of a valid delivery – where the instrument is in the hands of a
HDC
 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)

COHN v CITY OF TAUNTON (1939). Bearer bonds which were uncancelled and were without
any notation upon them had been stolen. A holder in due course , to whom they were negotiated,
demands from the maker. HELD: Maker is liable to holder in due course.
A valid delivery is conclusively presumed in favor of a holder in due course.
An instrument that has once been issued, returned, discharged and then stolen would stand no
differently in the hands of the holder in due course than an instrument that has been prepared and
stolen before being issued.

b. INCOMPLETE, DELIVERED (Sec.14, NIL)

 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 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
 The authority to fill up is limited by the following:
i. When completed, it may be enforced upon the parties thereto only if it was filled strictly
in accordance with the authority given
ii. 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
 This provision contemplates delivered instruments , so the person in possession cannot
be a thief or a finder but a person in lawful possession- one to whom the instrument has
been delivered.
 In order that any such instrument, when completed, may be enforced against any person
who became a party thereto prior to its completion:
i. must be filled up strictly in accordance w/ AUTHORITY given
ii. 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
 BUT if negotiated to HDC, may enforce it as if it had been filled up properly
 What details may be filled up?
i. Amount, as to a signed blank paper
ii. Date (Sec 13 “… The insertion of a wrong date does not void the instrument in the hands
of a subsequent holder in due course…”)
iii. Place of payment
iv. Name of payee

SIMPSON v NATIONAL BANK OF ROSEBURG (1919).The note was executed with the name
of the payee left blank. The note was still in that condition when the holder received it. HELD:
When the maker of the note leaves the name of payee blank and delivered the instrument to
another person for value , then the person to whom the note was delivered or any subsequent
holder could insert his own name or that of a transferee , as payee.

c. LACK OF CONSIDERATION(Sec. 28, NIL)

 ABSENCE or failure of consideration is a matter of defense as against any person not a
HDC.
 PARTIAL FAILURE of consideration is a defense pro tanto whether the failure is an
ascertained and liquidated amount or otherwise .

DOUGHERTY v. SALT (1919). An aunt filled out and signed a note in favor of her nephew for $
3,000 payable at her death or before . The printed form contained the words “value received”. The
issue is whether said note has consideration. HELD: The inference of consideration to be drawn
from the form of the note has been overcome and rebutted. The note was merely a voluntary and
unenforceable promise of an executory gift.
The child was not a creditor nor was the aunt a debtor. The promise was also neither offered nor
accepted.

WILLIAM BARCO & SON v FORBES, One who gives a note in renewal of another, with knowledge
at the time of the partial failure of the consideration for the original note, or of the false
representations by the payee, waives such defense and cannot set it up to defeat or to reduce
the liability on the RENEWAL NOTE.

d. ILLEGALITY
 In general, a PERSONAL defense even if CC1409 provides that a contract with an illegal
cause is void.

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 .

REAL when the law expressly provides for illegality as a real defense (Statutory
declaration of illegality)
e. DURESS
 In general, PERSONAL defense.
 REAL if duress so serious as to give rise to a real defense for lack of contractual intent
 CAMPOS: Normally, fraud is a personal defense as it is considered as a defect in title
under Sec 55. 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.
3. SOMETIMES REAL, SOMETIMES PERSONAL
a. FORGERY (Sec. 23, NIL): made without authority of person whose signature it purports to be
 In general, a REAL defense: … Effects
i. signature is wholly inoperative
ii. 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)
iii. No subsequent party can acquire the right against any party thereto (prior to the
forgery) to:
a) Retain the instrument
b) Give a discharge there for
c) Enforce payment thereof
 PERSONAL if the party against whom it is sought to enforce such right is PRECLUDED
from setting up forgery/want of authority; 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)
 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.
 Where an instrument is generally payable to BEARER, the holder who did not know of the
forgery can still enforce it against the drawer or maker because he can cancel the forged
indorsement as not being necessary to his title. (Sec. 48, NIL)
 What happens 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.

 ACCEPTANCE & PAYMENT UNDER MISTAKE – What happens when a forged
instrument is accepted and paid?
(a) When it is the sig of the drawer/maker that is forged:
(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.

FIRST NATIONAL BANK v US NATIONAL BANK OF PORTLAND ,The doctrine of

Price v Neal is not available to:
1. holder guilty of bad faith - if he participated in the forgery or if he knew the check
was forged, or knew of circumstances causing the suspicion
2. a negligent holder

Law plainly states that no right to enforce the payment of a check can arise out of a
forged signature. Since the drawer, Samsung Construction, is not precluded by
negligence from setting up the forgery, the general rule should apply. 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.
 Overdraft occurs when a check is issued for an amount more than what the
drawer has in deposit with the drawee bank. RULE: The drawee who pays the
holder of the bill cannot recover from the holder what he paid under mistake

(b) When it is the sig of the indorser that is forged – drawee and drawer CAN recover vs
holder
 The drawee can recover the amount paid by him in cases where only an
indorsement has been forged . This is because drawee makes no warranty as to
the genuineness of any indorsement.
 Generally, the drawee may only recover from the holder. Should he fail to do so(for
instance due to insolvency) he cannot recoup his loss by charging it to the drawer’s
account
 Although a depositor/drawer owes a duty to his drawee bank to examine his
cancelled checks , he has no similar duty as to forged indorsements.
 The drawer , as soon as he comes to know of the a forged indorsement should
promptly notify the drawee bank
 When drawee may recover from DRAWER
o Where the instrument is originally a bearer instrument , because the
indorsement can be disregarded as being unnecessary to the holder’s title
o Indorsement forged by an employee or agent of the drawer
o If due to the drawer’s negligence /delay, the forgery is not discovered until it is
too late for the bank to recover from the holder or the forger
 When drawee may not recover from holder
o If drawee fails to act promptly , if he delays in informing the holder whom he
paid
o Where the instrument is originally a bearer instrument , because the
indorsement can be disregarded as being unnecessary to the holder’s title
 Between Drawee Bank and Collecting Bank
o Where the negligence of the drawee bank is the proximate cause of the
collecting bank’s payment of a check with a forged indorsement , the drawee
bank may be held liable to the collecting bank .

o When both are guilty of negligence , the degree of negligence of each will be
weighed in considering the amount of loss which each should bear .

(i) Effect Of Payment Under Forged Indorsements

REPUBLIC v EBRADA, drawee can recover. It is not supposed to be the duty of the
drawee to ascertain whether the signatures of the payee or indorsers are genuine or
not.

GEMPESAW v CA, PBC, [Note: This is not a suit by the party whose signature was
forged . The payees are not parties to the case rather, it is the drawer, whose signature
is genuine, who instituted this action to recover from the drawee bank .] While there is
no duty resting on the drawer to look for forged indorsements on his cancelled checks,
in contrast to the duty imposed upon him to look for forgeries in his own name, a
depositor is under a duty to set up an accounting system and business procedure as
are reasonably calculated to prevent or render the forgery of indorsements difficult,
particularly by the depositor’s own employees. As a rule the drawee bank who has
paid the check with forged indorsement , cannot charge the drawer’s account for the
amount of the said check. An exception to this rule is where the drawer is guilty of such
negligence which causes the bank to honor the check.

CANAL BANK v BANK OF ALBANY (1841). Drawee bank paid a holder upon a forged
indorsement of the payee. There were several other prior holders. HELD: Neither
acceptance nor payment is an admission that the indorser’s name is genuine. The
remedy is by action over each against his respective indorser.

BPI v CA (1992). Drawer-Drawee issued checks on the basis of misrepresentation of

a woman who preterminated a money market placement. This same woman opened
a current account and deposited the checks with the collecting bank. Collecting bank
paid the two checks on the basis of the verification of the signature with the specimen
signature on file..The guaranty of prior imdorsements was stamped to the checks.
Collecting bank sent the checks for clearing . The drawee bank cleared checks on
the same day. Upon discovery of the forgery, drawee bank returned the checks to the
collecting agent for the reason of forged indorsements. HELD: Section 23 of the NIL
has 2 parts . The first part states the general rule that a forged signature is wholly
inoperative and payment made through or under such signature is ineffectual . The
second part admits of exception. In this jurisdiction , the negligence of the party
invoking the forgery is an exception to the general rule.
Both drawee and collecting bank were negligent in the selection and supervision of
their employees resulting in the encashment of the checks by the impostor. Both banks
were not able to overcome the presumption of negligence in the selection and
supervision of their employees
Considering the comparative negligence of the parties , the demands of substantive
justice are satisfied by allocating the loss and the costs on a 60-40 ratio.

(ii) Effect of negligence of drawee in informing collecting agent of forgery

CLEARFIELD TRUST v US, The collecting agent is allowed to shift the loss to the
drawee only on a clear showing that the drawee’s delay in notifying him of the forgery
caused damage.


(iii) Effect of negligence of drawER in case of forged indorsements on checks

DETROIT PISTON v WAYNE, If payment is made on a check on which the

indorsement of the payee is forged , no amount of care on the part of the drawee bank,
will entitle it to charge the payment against the account of the depositor. BUT the
drawee bank may justify such payment by showing that the drawer was negligent in
carrying out some duty which it owed to the drawer.

b. MATERIAL ALTERATION (Sec.124, NIL)

 PERSONAL defense when used to deny liability according to the tenor of the instrument
 REAL defense when relied on to deny liability according to the altered terms.
 What constitutes material alteration? Review Sec.125, NIL
a) change date
b) sum payable, either for principal or interest
c) time or place of payment
d) number/relations of parties
e) medium/currency of payment, adds place of payment where none specified,
f) other change/addition altering effect of instrument in any respect
 The enumeration seems to be exclusive. Camposes say any other alteration would be
non-material and would not affect the liability of any prior party . Note that #7 is a catch-
all provision such that 125 may still have broad applicability.

MONTINOLA v PNB ,The insertion of the words “Agent PNB” converted the bank from a mere
drawee to a drawer and therefore changes its liability, constitutes material alteration of the
instrument without consent of the parties liable thereon and so discharges the instrument.

BANK OF COMMERCE v WEBSTER, The addition of the name of the wife of the maker to
the note, changed the identity, effect and operation of said note. Such alteration being made
without the assent and knowledge of the guarantors operated to discharge them from any
liability on their guaranty.

 General Rule: Where NI materially altered w/o the assent of all parties liable thereon it is
AVOIDED
 Exception: Not avoided as against
1. party who has himself made, authorized or assented to alteration
2. subsequent indorser because by indorsement he warrants that the instrument is in all
respects what it purports to be and that it was valid and subsisting at the time of his
indorsement (Secs. 65 and 66, NIL)
 When an instrument that has been materially altered is in the hands of a HDC not a party
to the alteration, HDC may enforce payment thereof according to orig. tenor
 Alteration must NOT be apparent on the face of the instrument for the holder then would
not be a holder in due course
 When alteration is of the amount or the interest rate is altered, the holder can recover the
ORIGINAL AMOUNT/interest rate.
 DRAWER’S NEGLIGENCE, before or after the alteration, may estop him from setting up
alteration as a defense. (ex. drawer leaves spaces making it possible to insert figures)
BUT the drawer is not bound to so prepare the check that nobody else can successfully
tamper with it (ex. a drawer cannot be expected to foresee that his clerk will use acid to
alter his checks, Critten v. Chemical Natl Bank)
o The general rule is that the drawee cannot charge against the drawer’s account the
amount of an altered check.
 
o But the drawer’s negligence , before or after the alteration , may estop him from setting
up alteration as a defense.
o Where the negligence of the drawer consists in failing to discover alterations previously
made which he could have discovered by a comparison of the cancelled checks and
check stubs or by diligent observation of his records and could thus have prevented
the drawee bank from subsequently cashing other altered checks , the drawee can
charge the subsequent check against the negligent drawer’s account.

FOUTCH v ALEXANDRIA BANK (1941). Drawer has the practice of having checks which he
gave filled out by the parties to whom his checks were made . Payee filled out wholly the check
with pencil, which the drawee bank cashed upon the apparent order. HELD: The great
weight of authority recognizes the exception to the general rule that the drawee bank must
suffer the loss where it cashes a check which has been altered.
This exception is where the drawer of the check has been guilty of such negligence in its
issuance as to facilitate and induce its alteration so as to proximately cause its payment in
altered form.

SAVINGS BANK v NATIONAL BANK (1925). Drawer issued a draft on non-sensitized paper
and without the impression thereof of any safety device. HELD: Under Sec 124 , recovery
could be only had against the drawer by the holder in due course for the original face value of
the draft.
Where a negotiable note was delivered in completed form , the possibility that it might be
raised or altered by the willful fraud or forgery of another was too remote to afford the basis of
an action either in tort or in contract.
The suit as upon a contract could not be maintained upon a note in its forged and altered state
, because it was not the contract of the maker of the instrument.
In case at bar , the issuing of the note could not be construed as the proximate cause of the
loss. It arose from a supervening cause viz. the forging and altering of the draft

REPUBLIC BANK v CA (1991). Drawee bank informed the collecting bank of the alteration
almost 2 months after the check was paid and cleared. The check had already been cleared
before the drawee knew of the alteration. HELD: The collecting bank is protected by the24-
hour clearing house rule from the liability to refund the amount paid by the drawee bank.
[Note: A much 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 ]

c. FRAUD
 fraud in inducement (knows it is NI but deceived as to value/terms): PERSONAL defense
 fraud in execution / fraud in factum (didn’t know it was NI): REAL defense
 There now arises a question of NEGLIGENCE on the part of the maker or signer (in
determining what type of fraud had been done). 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

IN GENERAL:
Parties primarily liable: 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. Person primarily liable: person who by
the terms of the instrument is absolutely required to pay the same.
 Maker of promissory note
 Acceptor of bill of exchange
Parties secondarily liable: conditionally liable; not bound to pay unless the following has been fulfilled: (1)
Due presentment or demand from primary party for payment or acceptance;(2) Dishonor by such party;
and (2) Taking of proceedings required by law after dishonor.
 Indorsers, both note and bill
 Drawer of bill

A. PRIMARY PARTIES
 Presentment for payment not necessary to charge primary party
 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)

1. Liability of MAKER
a. Promises to pay it according to its tenor
b. Admits existence of payee and his then capacity to indorse
 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

FIRST NAT'L BANK V. UTTERBACK (1917). The maker cannot deny either the existence of
payee or its capacity to indorse and cannot claim the defense of the failure of the payee to
comply with a statute in the making of a contract for which the note was executed.

2. Status of DRAWEE prior to acceptance or payment

 A bill/check of itself does not operate as an assignment of the funds in the hands of the
drawee/bank, and the drawee/bank is NOT LIABLE on the bill unless and UNTIL he/it
ACCEPTS (or certifies) the same. (Sec. 127, NIL)
 Before payment or certification by the drawee bank, drawer of the check may countermand
the order, and payment thereafter to the payee by the bank is wrongful.
 sec. 189 (when check operates as assignment)
 Drawee - person on whom a bill of exchange or check is drawn and who is ordered to pay it.
 not liable on the instrument until he accepts it; once accepted, becomes primarily liable under
Sec. 62, NIL.

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.

WOODY V. NAT'L BANK (1927). Notwithstanding the relation of the bank to its depositors is that
of a debtor and creditor, a bank may be held liable in tort to its depositor whose check is has
wrongfully refused or failed to pay.

SINGSON V. BPI (1968). The existence of a contract between the parties does not bar the
commission of a tort by the one against the other and the consequent recovery of damages
therefor.

SPEROFF V. FIRST CENTRAL, Obtaining from the plaintiff of a purported release from liability
for inadvertency or oversight as a condition of the order to stop payment of the check is contrary
to public policy and did not relieve the defendant from its duty to act in good faith and exercise
reasonable care.

CHASE V. BATTAT (1948). In the absence of ratification, the drawee has no cause of action
against the drawer if the former paid the payee by mistake.

HSBC VS. CATALAN (2004): HSBC claims that Catalan has no cause of action because under
Section 189 of the Negotiable Instruments Law, “a check of itself does not operate as an
assignment of any part of the funds to the credit of the drawer with the bank, and the bank is not
liable to the holder unless and until it accepts or certifies it.” However, 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. Catalan may have prayed that she be paid the value of the checks but it is axiomatic that
what determines the nature of an action, as well as which court has jurisdiction over it, are the
allegations of the complaint, irrespective of whether or not the plaintiff is entitled to recover upon
all or some of the claims asserted therein. 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. Liability of ACCEPTOR (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.
 Admits the following:
a. existence of drawer
b. genuineness of his signature
c. his capacity and authority to draw the instrument
d. existence of payee and his then capacity to endorse
 Question as to the meaning of "according to the tenor of his acceptance" and "the admission
of existence of payee:"
 Interpretations of “according to its tenor”
o 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.”
o Common law rule: Acceptor of altered check not liable to innocent holder except for the
original amount
 FORMAL REQUISITES OF ACCEPTANCE:
a. the signification by the drawee of his assent to the order of the drawer
b. "Acceptance" completed by delivery or notification (Sec. 19, NIL)
c. inwriting and signed by the drawee; must not express that the drawee will perform his
promise by any other means than the payment of money. (Sec.132, NIL); does not change
the implied promise of acceptor to pay only in money
o Thus, there is no valid oral or implied acceptance except in case of Sec. 137 (Constructive
Acceptance)
 holder of a bill may require that the acceptance be written on the bill, if request refused, may
treat the bill as dishonored. (Sec. 133, NIL)
 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.
 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. (Sec. 138, NIL); Sec. 138, NIL allows acceptance to be made
while the bill is incomplete.

LAWLESS V. TEMPLE (1926). Drawee may be charged against acceptor although he writes
merely his name upon the bill and that any one taking the bill has the right to fill up a blank
acceptance on the same principle that any holder may fill up a blank indorsement.

KILGORE V. MOORE BROS. (1937). An oral promise to pay, standing alone, is insufficient to
charge the bank with liability to pay.

 CONSTRUCTIVE ACCEPTANCE:
o 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)
o Under the clearing house rules, the failure to return within the prescribed time will be
deemed payment or acceptance of the check.
o Where the drawee (1) destroys the bill, or (2) refuses within 24hrs or such other period as
the holder may allow, to return the bill accepted or non-accepted to the holder, deemed to
have accepted the same. (Sec. 137, NIL)
o Where bill is duly presented and is not accepted within prescribed time, the person
presenting it must treat the bill as dishonored by nonacceptance or he loses right of
recourse against the drawer and indorsers. (Sec. 150, NIL)
o 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:
a. Constitutes constructive notice
b. Constitutes dishonor because Sec.137, NIL uses the word "refuses"
o Acceptance, if given, will retroact to date of presentation.

 ACCEPTANCE ON A SEPARATE INSTRUMENT

o 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
o 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
o In both cases, the acceptancemust clearly and unequivocally identify the bill to which the
acceptance refers.

COOLIDGE V. PAYSON (1817). A letter written within a reasonable time before or after the date
the bill of exchange, describing it in terms not to be mistaken, and promising to accept it, is, if
shown to the person who afterwards takes the bill on the credit of the letter, a virtual acceptance
binding on the person who makes the promise.

 KINDS OF ACCEPTANCE: An acceptance is either (1) general or (2) qualified.


(1) 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)
(2) QUALIFIED - in express terms varies the effect of the bill as drawn. (Sec. 139, NIL)
(a) Conditional; payment by the acceptor dependent on the fulfillment of a condition
therein stated;
(b) Partial; to pay part only of the amount for which the bill is drawn;
(c) Local; to pay only at a particular place;
(d) Qualified as to time;
(e) The acceptance of some, one or more of the drawees but not of all. (Sec. 141, NIL)
o The holder may refuse to take a qualified acceptance; may treat the bill as dishonored
by non-acceptance.
o 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.
o 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)
(3) 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.
(4) BANKER'S acceptance - a negotiable time draft or bill of exchange drawn on and accepted
by a commercial bank.
 CHECKS
o 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.
o 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.
o 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.
o Traveler's check - upon which the holder's signature must appear twice -- first when it is
issued, and again when it is cashed.
o 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 AND CIGARETTE FACTORY, INC. VS. 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.

FORTUNADO V. CA (1991). The tender of a check is sufficient to compel redemption but it is

not in itself payment that relieves the redemptioner from his liability to pay the redemption price.

MESINA V. IAC (1986). The holder of a cashier's check who is not a holder id due course cannot
enforce such check against the issuing bank which dishonors the same.

o CERTIFICATION PRINCIPLES: Certification - an agreement by which a bank promises

to pay the check at any time it is presented for payment; must be in writing which may be
made on the check or on another instrument.
1. When check certified by bank on which it is drawn, equivalent to acceptance
2. Where holder of check procures it to be accepted/certified, drawer and all indorsers
discharged from all liability (versus ordinary bill of exchange – not discharged)
3. where procured at request of drawer: secondary parties not released
4. Bank which certifies liable as an acceptor
5. Checks cannot be certified before payable
6. The 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.
7. Where the check is certified at the request of the holder, the bank becomes the solidary
debtor and the drawer and indorsers are discharged.
8. Where certification is obtained at the request of the drawer, secondary parties are not
released.

NEW PACIFIC TIMBER V. SENERIS.Since the 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 a situation.

WACHTEL V. ROSEN (1928). When the bank certifies a check at the request of the holder,
the drawer and all the indorsers are discharged from liability thereon. When a bill of exchange
is accepted, the drawer is not discharged.

B. SECONDARY PARTIES
1. Liability of DRAWER (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
 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 different
contracts. 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

MCCORNACK v CENTRAL STATE BANK,Through the misrepresentations of H, M drew a check
payable to the order of K, who turned out to be a fictitious person. Only 4 years after the transaction
was the fraud discovered. The drawer (M) now seeks recovery from the drawee bank. HELD: While
the drawer admits the existence of the payee & his capacity to indorse, it cannot be construed in the
ff manner:
1. As rendering an instrument payable to bearer when it is payable to the order of a fictitious person
& the maker is in ignorance of that fact;
2. As imposing on the drawer an admission of the validity & genuineness of an indorsement of the
payee's name by one to whom it cannot be said he intended payment to be made; or
3. As relieving the drawee of the duty to ascertain the identity of the indorser & the genuineness of
the indorsement.
The drawee cannot invoke as a defense that the drawer warrants the existence of the payee & his
capacity to indorse because the statute is designed for the protection of holders, in case the drawee
refuses to pay, and not the drawees.

 CRIMINAL LIABILITY FOR BOUNCING CHECKS

a. Under BP 22
b. Estafa under the RPC

2. Liability of INDORSERS:
 Indorser - 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 (Sec. 63, NIL)
 Where a person places his signature on an instrument negotiable by delivery he incurs all the
liabilities of an indorser. (Sec. 67, NIL)
 Every person negotiating an instrument by delivery or by a qualified indorsement warrants:
(Sec. 65, NIL)
a. Instrument genuine, in all respects what it purports to be
b. He has good title to it
c. All prior parties had capacity to contract
d. He has no knowledge of any fact w/c would impair validity of instrument or render it
valueless
o in case of negotiation by delivery only, warranty only extends in favor of immediate
transferee
3. Liability of a General or Unqualified Indorser: Every person who indorses without qualification,
warrants to all subsequent HDCs: (Sec. 66, NIL)
a. instrument genuine, good title, capacity of prior parties
b. instrument is at time of indorsement valid and subsisting
c. on due presentment, it shall be accepted or paid, or both, according to tenor
d. 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

RAMISH v WOODRUFF.The test whether the undertaking constitutes a general indorsement is the
intention of the transferor to assume the obligations of a general indorser. Words of guaranty being
words of enlargement rather than words of limitation, it may fairly be inferred that the transferor's
intent was to assume the burdens of indorsement and, in addition, the unconditional liability of one
who guarantees payment.

4. Liability of Irregular Indorser (Sec. 64, NIL)


 Where 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:
a. Instrument payable to order of 3rd person: liable to payee and to all subsequent parties
b. Instrument payable to the order of maker/drawer, or payable to bearer: liable to all parties
subsequent to maker/drawer
c. Signs for accommodation of payee, liable to all parties subsequent to payee

Sadaya v. Sevilla.(a)a joint and several accommodation maker of a negotiable PN may demand from
the principal debtor reimbursement for the amt. that he paid to the payee; (b) a joint and several
accommodation maker who pays on the said PN may directly demand reimbursement from his co-
accommodation maker without first directing his action vs. the principal debtor provided:
1. he made the payment by virtue of a judicial demand
2. or the principal debtor is insolvent

 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

5. Liability of an ACCOMODATION PARTY - Liable on the instrument to HFV even if holder knew
he was only an AP
 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

INGALLS v MARSTON (1922).Marston made a promissory note payable to Ingalls. Before the
delivery of the note to the payee, Smith & Foss placed their signatures on the back of the note. There
was no demand at maturity nor notice of dishonor given to Smith & Foss. Ingalls seeks to recover
from Smith & Foss as original promissors. HELD: Smith & Foss placed their signatures at the back
of the note & are deemed as indorsers. Both regular & irregular indorsers are entitled to have demand
made upon the maker & due notice of dishonor given to them.

SADAYA v SEVILLA (1967).Sevilla, Varona, & Sadaya executed, jointly & severally, in favor of BPI a
promissory note. The proceeds of the note was received by Varona alone. Sevilla & Sadaya signed
the note as co-makers only as a favor to Varona. BPI collected from Sadaya the balance of the note.
Varona failed to reimburse Sadaya despite repeated demands. Sevilla died. Sadaya filed a creditors'
claim upon the estate of Sevilla for the amount paid to BPI. HELD: 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.

PRUDENCIO v CA (1986).P agreed to mortgage their property to secure the loan of CTC with PNB.
They likewise signed the PN covering the loan. P seeks to be released from obligation on the note.
HELD: The accommodation party is discharged because PNB is not a HFV. PNB did not act in good
faith when it allowed the violation of the Deed of Assignment which principally moved Prudencio to
sign the PN.

CRISOLOGO-JOSE VS. 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 can’t 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. BUT as in CAB, 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.

6. Liability of an AGENT
 Signature of any party may be made by duly authorized agent, established as in ordinary
agency
 Where person adds to his signature words indicating that he signs on behalf of a principal, not
liable if he was duly authorized, BUT mere addition of words describing him as an agent
without disclosing his principal, not exempt from personal liability.
 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
 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)

AUSTIN v GROSS, Parol evidence is admissible to prove that G was authorized to sign the check.
As to the whether or not the check contains words that the party signs in a representative capacity, if
words appear on ANY part of the check, such as at the head or on its margin, indicating that the party
signed in behalf of a principal, it will be sufficient.

NEW GEORGIA NATIONAL BANK v LIPPMANN (1928). Bank is the owner through indorsement of
a promissory note signed "J&G Lippmann, LJ Lippmann, Pres." Bank seeks to make the president
personally liable if he signed the note without authority. HELD: Whenever the form of the paper is
such as fairly to indicate to the eye of common sense that the maker signs as agent or in a
representative capacity, he is relieved of personal liability if duly authorized.
 
Prior to the NIL, the remedy against an agent signing a note without authority was not upon the note
itself but for breach of implied warranty. But under the NIL, if the party signs without authority, he is
liable on the instrument, even though he did not mean to contract as an individual.

PRATT v HOPPER.In NIs, an undisclosed principal cannot be charged at any time. Parol evidence
cannot be introduced to charge the principal although the agent executed the instrument as an agent.

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.
The contention that the drafts are not bills of exchange but mere pieces of evidence of indebtedness
because they were payments were made before acceptance is untenable. As long as a commercial
paper conforms with the definition of a bill of exchange, that paper is considered a bill of exchange.
The nature of acceptance is determinative of liabilities of the parties but not of the character of a
commercial paper.

C. PRESENTMENT- means: (a) the production of a BE to the drawee for his ACCEPTANCE, or to the
drawer or acceptor for PAYMENT; or (b) the production of a PN to the party liable for payment
1. PRESENTMENT FOR ACCEPTANCE
 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
o In no other case is presentment for acceptance necessary in order to render any party to
the bill liable.
 Effect of non-presentment [w/in reasonable time] (Sec. 144, NIL) - discharges the drawer and
all indorsers.
 Reasonable Time: considerations
a. nature of instrument
b. usage of trade or business with respect to instrument
c. facts of each case
 How made (Sec. 145, NIL)
o BY or ON BEHALF of the holder

o AT a reasonable hour,
o ON a business day and before the bill is overdue,
o TO the drawee or some person authorized to accept or refuse acceptance on his behalf;
and
 bill addressed to drawees not partners, MUST be made to them all unless one has
authority to accept or refuse acceptance for all;
 drawee is dead, MAY be made to his personal representative;
 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.
 When made (Sec. 146, NIL) on any day on which NIs may be presented for payment under:
o Sec. 72, NIL – at a reasonable hour on a business day
o Sec. 85, NIL –
 at the time fixed therein without grace.
 Instruments falling due or becoming payable on Saturday - next succeeding business
day
 EXCEPT instruments payable on demand [at the option of the holder] – before twelve
o'clocknoon on Saturday WHEN that entire day is not a holiday.
 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)
 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.
 Dishonor and Effects
o Dishonor by nonacceptance:
a. When duly presented for acceptance – acceptance is refused or can not be obtained;
or
b. When presentment for acceptance is excused – bill is not accepted. (Sec. 149, NIL)
o Duty of holder where bill not accepted — must treat the bill as dishonored by
nonacceptance or he loses the right of recourse against the drawer and indorsers. (Sec.
150, NIL)
Rights of holder where bill not accepted. — immediate right of recourse against the drawer
o
and indorsers and no presentment for payment is necessary. (Sec. 151, NIL)
o To whom notice of dishonor must be given - Except as herein otherwise provided, (1) to
the drawer and (2) to each indorser, and any drawer or indorser to whom such notice is
not given is discharged. (Sec.89, NIL)
o Effect of omission to give notice of non-acceptance - does not prejudice the rights of a
HDC subsequent to the omission. (Sec. 117, NIL)
2. PRESENTMENT FOR PAYMENT
 Where necessary (Sec. 70, NIL) in order to charge the drawer and indorsers
 Where NOT necessary
a. to charge the person primarily liable on the instrument (Sec. 70, NIL)
b. 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)
c. 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)
d. Excused:
a. Where, after the exercise of reasonable diligence, presentment cannot be made;
b. Where the drawee is a fictitious person;
c. By waiver of presentment, express or implied.

e. when a bill is dishonored by nonacceptance – immediate right to recourse accrues to holder
(Sec. 151, NIL)
f. 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)
 Date and time of presentment
a. bearing fixed maturity / not payable on demand – on the day it falls due
o 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,
o at the option of the holder, may be presented for payment before twelve o'clocknoon
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)

COLUMBIAN BANKING v BOWEN (1908).On 10 June, Farmer's Merchant Bank sold to Bowen
a draft dated on that day. Bowen then indorsed it to Trabert, to whom it was forwarded by mail on
16 June & received on 20 June. As Trabert had been travelling, he was able to indorse the draft
to Columbian Banking only on 14 July. Columbian Banking sent the draft by mail to the drawee
bank which received it on 28 July. Upon presentment, the draft was dishonored. HELD: As
regards the indorsers, presentment for payment is sufficient if made within a reasonable time after
the last negotiation. The delay in presenting the paper for payment between its date & the
negotiation to the bank is immaterial.
The fact that Trabert was a traveler sufficiently explained the lapse of time between his reception
of the paper & his negotiation, preserving its circulating character.
Presentment for payment must be made at a reasonable hour on a business day. What
constitutes business hours of a bank has reference to the general custom at the place of the
particular transaction.

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
o 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)
o 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)

FICK v JONES (1936).Jones drew a check payable to the order of Fick. It was not alleged or
proven that Fick presented the check to the bank for payment. Drawer Jones refused to pay the
check when Fick presented it to him. HELD: Presentment, demand, & notice of dishonor are
essential prerequisites to an action against the drawer on a check.

GORDON v LEVINE (1907).Levine drew a check dated on a Saturday. Despite the drawer's
request not to present the check for a couple of days, payee Gordon presented it on Monday &
was told there were no funds. On the same day, the check was indorsed to Saievitz. On Tuesday,
it was indorsed to Rootstein who deposited it for collection on Thursday. The collecting bank
attempted to present it on Friday but the drawee bank had already failed. HELD: A check must

be presented for payment within a reasonable time after it is issued. If it is not so presented & the
drawer sustains a loss by reason of the failure of the drawee he will be discharged from liability to
the extent of such loss. This results from the nature of the instrument which is intended for
immediate use & not to circulate as a promissory note.
Where the drawer & drawee & payee are all in the same city or town a check to be presented
within a reasonable time should be presented at some time before the close of banking hours on
the day after it is issued & that its circulation from hand to hand will not extend the time of
presentment to the detriment of the drawer.

MORRISON v MC CARTNEY.McCartney drew a check on 02 Oct which was indorsed to

Morrison. The check was not presented until 29 Jan. Payment was refused because the drawee
closed on 03 Oct. McCartney was able to withdraw his deposits on 06 Oct. HELD: The drawer
of a check is not a surety, but the principal debtor, as much as the maker of a promissory note. It
is an absolute appropriation of money in the hands of his banker to the holder of the check.
The drawer of a check will at all times be liable to pay the check, if the holder can show that the
drawer has sustained & can sustain no loss or damage from the omission to demand payment at
an earlier date.

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.

CRYSTAL v CA (1976).Crystal used a check in paying the redemption price of the property sold
at an execution sale. The value of the check had never been realized because it had either been
dishonored or become stale. The validity of the redemption is in question. HELD: If the check
had been dishonored, the redemption is void. But if it had only become stale through no fault of
the redemptioner, then it would be unfair to deprive him of the rights he had acquired as
redemptioner, particularly if the value of the check has otherwise been received or realized. There
is a strong showing that the party had already been paid in full.

 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)

 Manner of Presentment
o The instrument must be exhibited; when paid, must be delivered up to the party paying
it.(Sec. 74, NIL)
o What constitutes a sufficient presentment. (Sec. 72, NIL)
a. 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 filed 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.

b. TIME: reasonable hour on a business day;

 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)
c. 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;
4) 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
 
d. 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.
 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)
 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)
 joint debtors and no place of payment is specified - to them all (Sec. 78, NIL)

Dishonor by nonpayment
 When: (a) duly presented for payment + payment refused or cannot be obtained; or (b)
presentment is excused + instrument is overdue and unpaid. (Sec. 83, NIL)
 Effect:: [subject to NIL provs] an immediate right of recourse to all parties secondarily liable
accrues to the holder. (Sec. 84, NIL)

D. NOTICE OF DISHONOR

Definition:
 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
 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

ARTERBURN v WAKEFIELD, One of the distinctions between a bill of exchange and a check is the effect
of failure to give a notice of dishonor to the drawer. When notice of dishonor of a bill of exchange is not
given to the drawer, he is released; but when there is delay in presenting a check for payment, the maker
is only released to the extent of the loss caused by the delay.

 When necessary

GULLAS v PNB (1935).Gullas indorsed the treasury warrant which was sold to PNB. Gullas also
maintained an account with the bank. The warrant was subsequently dishonored by the Insular
Treasurer. The bank sent notices of dishonor to by mail to Gullas which could not be delivered to him at
that time because he was in Manila. The bank set off Gullas' deposits as payment of the warrant. This
resulted in the non-payment of checks he had issued. HELD: 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.

 Form - in writing or oral; Contents - in any terms which sufficiently (1) identify the instrument, and (2)
indicate that it has been dishonored by non-acceptance or non-payment; delivered personally or
through the mails. (Sec. 96, NIL)
 The ff. notice still sufficient: (Sec. 95, NIL)
(1) a written notice, not signed
(2) insufficient written notice, supplemented and validated by verbal communication
 
(3) instrument suffering from misdescription UNLESS the party to whom the notice is given is in fact
misled thereby.
 Time - as soon as the instrument is dishonored and within the time fixed by NIL, unless delay excused
(Sec. 102, NIL)
o Where parties reside in same place (Sec. 103, NIL): Must be given w/in the ff. times…
 If given at the place of business of the person to receive notice - before the close of business
hours on the day following
 If given at his residence - before the usual hours of rest on the day following
 If sent by mail - deposited in the post office in time to reach him in usual course on the day
following.
o Where parties reside in different places (Sec. 104, NIL).:
 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
 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

STATE BANK OF EAST MOLINE v STANDAERT.Spouses Standaert made a promissory note to the
spouses De Vos who subsequently sold the note to the bank before maturity. The note was not paid at
maturity. Bank claims it was its unswerving custom to send notice on the date of maturity. The teller-
bookkeeper testified on the existence of the bank custom but not on the preparation nor sending out of
the particular notice of dishonor to the indorser De Vos. HELD: To charge an indorser with the payment
of a note, the holder must establish that the notice of dishonor was addressed & actually mailed.
There is a liberalizing tendency with reference to the proof required to establish the posting of the letter.
While the courts may not require a distinct recollection of the particular letter, there must be some
evidence on the part of the person whose general practice it was to post the mail that the custom was
complied with on the date in question. In CAB, there was a failure to establish, either by direct or
circumstantial evidence, that the holder mailed the notice fo dishonor to the indorser when the obligation
was due which discharged the latter from his obligation.

ARTERBURN v WAKEFIELD (1949).Arterburn drew a check payable to the order of Wakefield. The
check was dishonored upon presentment. The payee sued the drawer. Drawer alleges that there was a
failure to state a cause of action as the petition filed by plaintiff did not allege that notice of dishonor had
been given. HELD: One of the distinctions between a bill of exchange and a check is the effect of failure
to give a notice of dishonor to the drawer. When notice of dishonor of a bill of exchange is not given to
the drawer, he is released; but when there is delay in presenting a check for payment, the maker is only
released to the extent of the loss caused by the delay. The law places the drawer of a bill of exhange &
the maker of a check on a different plane since the maker of a check is regarded as the principal debtor
& the check supports to be drawn upon a fund deposited to meet it.
Failure to give notice to the maker of the non-payment of the check should be required to set out in his
answer the damage which has resulted to him by reason of such failure.

 When sender deemed to have given due notice. — Where notice of dishonor is duly addressed and
deposited in the post office, notwithstanding any miscarriage in the mails. (Sec. 105, NIL)
o What constitutes “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)
 Where notice must be sent (Sec. 108, NIL). — to the address, if any, added by the party to his
signature; if address not given:
a) to the post-office nearest to his place of residence or where he is accustomed to receive his letters;
or
 
b) If he lives in one place and has his place of business in another, to either place; or
c) If he is sojourning in another place, to the place where he is so sojourning.
But where the notice is actually received by the party within the time specified in this Act, sufficient,
though not sent in accordance with the requirement of this section
 Delay in giving notice; how 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, notice must be given with reasonable diligence. (Sec. 113, NIL)
 By Whom Given
o (1) By or on behalf of the holder or (2) 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 (Sec. 90, NIL)
o 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)

SIMON v PEOPLE’S BANK AND TRUST COMPANY OF PASSAIC (1936). Robert Simon made a
note payable at the Passaic Bank. This note was indorsed by Frucht & held by Ruth Simon. Ruth left
the note with the Paterson Bank for collection. The Paterson Bank forwarded the note to Passaic
Bank. Upon presentment, the note was dishonored. The notices of dishonor for all parties liable on
the instrument were received by Paterson Bank. Paterson Bank mailed all the notices to Ruth Simon.
Ruth failed to collect against the maker & indorser. Ruth brought this action against the Passaic Bank
& the Paterson Bank alleging negligence. HELD: Passaic Bank was a mere agent of Paterson Bank
for effecting collection. Its duty was to give due notice of dishonor to Paterson Bank. It knew nothing
concerning the indorsers or their residences.
Paterson Bank was a mere agent of Ruth Simon & presumably knew nothing concerning the indorsers
or their residences. The bank's duty was fully performed when it gave timely notice of the dishonor
to its principal so that the principal could notify the prior parties to be charged.
Where the instrument has been dishonored in the hands of an agent, he may either himself give notice
to the parties liable thereon or he may give notice to his principal. If he gives notice to his principal,
he must do so within the same time as if he were holder, and the principal upon the receipt of such
notice has himself the same time for giving notices as if the agent had been an independent holder.

o 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)
 To whom notice MAY be given
o to his principal, in case of an instrument dishonored in the hands of an agent (Sec. 94, NIL)
o to the party himself or his agent in that behalf (Sec. 97, NIL)
o where party is dead and death known to the party giving notice – (1) MUST be given to a personal
representative, if there be one, and if with reasonable diligence, he can be found; (2) no personal
representative – MAY be sent to the last residence or last place of business of the deceased. (Sec.
98, NIL)
o partners — to any one partner, even though there has been a dissolution. (Sec. 99, NIL)
o persons jointly liable. — to each of them unless one of them has authority to receive such notice
for the others. (Sec. 100, NIL)
o bankrupt. — to the party himself or to his trustee or assignee (Sec. 101, NIL)
 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
 Waiver
o Waiver of notice. — either (1) before the time of giving notice has arrived or (2) after the omission
to give due notice; may be expressed or implied. (Sec. 109, NIL)
o Where the waiver is embodied in the instrument itself - binding upon all parties; where written
above the signature of an indorser - binds him only. (Sec. 110, NIL)

PEOPLE’S NATIONAL BANK OF YPSILANTI v DICKS (1932). Ives & Dick signed on the face of a
promissory note. Directly opposite Dicks' name was the word "indorsed" stamped thereon. A waiver of
demand & notice of non-payment or protest was on the face of another part of the note ( presumably at
the back). There was no presentment of the note for payment to Ives, no demand of payment made of
him, no dishonor by Ives, no notice of dishonor to Dicks, no protest of the note. Bank sued Dicks & Ives
on the note. HELD: Dicks is deemed merely an indorser as his signature was so placed upon the
instrument that it is not clear in what capacity he intended to sign.
The law distinguishes between a waiver embodied in the instrument itself & a waiver upon the back
thereof above the signature of an indorser. An indorser is bound by a waiver that is embodied in the body
of the instrument.
'Embodied in the instrument' means 'embodied in the original contract.' Detached words on the back of
the instrument at the time it is issued are not embodied in the contract expressed on the face of the
instrument.

 Where 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.

 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

E. PROTEST
 Definition: testimony of some proper person that the regular legal steps to fix the liability of drawer
and indorsers have been taken
 
 When necessary: in case of a FOREIGN BILL appearing on its face to be such; protest for non-
acceptance if dishonored by nonacceptance & protest for nonpayment if not previously dishonored
by nonpayment. If not so protested, the drawer and indorsers are discharged. (Sec. 152, NIL)
 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; Contents – (a) The time and place of presentment; (b) The fact that
presentment was made and the manner thereof; (c) The cause or reason for protesting the bill; (d)
The demand made and the answer given, if any, or the fact that the drawee or acceptor could not be
found. (Sec. 153, NIL).
 By whom - (a) A notary public; or (b) any respectable resident of the place where the bill is dishonored,
in the presence of two or more credible witnesses. (Sec. 154, NIL)
 Time - on the day of its dishonor unless delay is excused; when duly noted, the protest may be
subsequently extended as of the date of the noting. (Sec. 155, NIL); Place - at the place where it is
dishonored, EXCEPT bill drawn payable at the place of business or residence of person other than
the drawee has been dishonored by nonacceptance, it must be protested for non-payment at the
place where it is expressed to be payable, and no further presentment for payment to, or demand on,
the drawee is necessary. (Sec. 156, NIL)
 Protest for better security against the drawer and indorsers — where the acceptor has been adjudged
a bankrupt or an insolvent or has made an assignment for the benefit of creditors before the bill
matures (Sec. 158, NIL)
 When delay excused – when 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, the
bill must be noted or protested with reasonable diligence.; When protest dispensed with - by any
circumstances which would dispense with notice of dishonor. (Sec. 159, NIL)

ELLENBOGEN v STATE BANK (1922).State Bank drew a draft to the order of Ellenbogen's agent upon
the Polish Natl Loan Bank. The check was duly presented but was refused payment on the ground of
insufficient funds. An action was filed to recover on the draft but was dismissed for failure to plead that
the draft was protested. HELD: Neither presentment nor notice of dishonor is required to be given to the
drawer where the drawer has no right to expect or require that the drawee or acceptor will pay or honor
the instrument. Since neither presentment nor notice of dishonor was necessary, therefore protest was
also not required.

TAN LEONCO v GO INQUI(1907). In exchange for the abaca from Tan Leonco's plantations, Go Inqui
drew a bill of exchange against Lim Uyco. Upon presentment of the draft, it was refused payment due to
a stop order from the drawer. The bill was not protested. HELD: The action is not brought upon the bill
of exchange which was used only as evidence of the indebtedness. Under these conditions, protest &
notice of nonpayment are unnecessary in order to render the drawer liable.
NOTE: The ruling of the Court on protest is merely obiter dictum.

 Waiver of protest: deemed to be a waiver not only of a formal protest but also of presentment and
notice of dishonor. (Sec. 111, NIL)

F. ACCEPTANCE or PAYMENT FOR HONOR

 When bill may be accepted for honor. — When a BE has been (1) protested for dishonor by non-
acceptance or protested for better security and (2) is not overdue  any person not being a party
already liable may, with the CONSENT of the holder, intervene and accept the bill supra protest for
the honor of any party liable thereon or for the honor of the person for whose account the bill is drawn.
 The acceptance for honor may be for part only of the sum for which the bill is drawn;
 where there has been an acceptance for honor for one party, there may be a further acceptance by a
different person for the honor of another party. (Sec. 161, NIL)
 
 Referee in case of need — person whose name is inserted by the drawer of a bill and any indorser to
whom the holder may resort in case bill is dishonored by non-acceptance or non-payment; option of
the holder to resort to the referee (Sec. 131, NIL)
 PAYMENT FOR HONOR - any person may intervene and pay bill protested for non-payment supra
protest (Sec. 171, NIL)

G. LIABILITY OF PARTY ON INDORSEMENT AFTER MATURITY

BISHOP v DEXTER (1817).Dexter, as payee of a note against Whittlesey, indorsed it to Converse after
it was due. The note was further indorsed until it reached the hands of Bishop. Bishop seeks to recover
on the note although no demand was ever made of the maker, Whittlesey, nor notice ever given to Dexter.
HELD: The indorsement of a bill or note after due is equivalent to drawing a new bill payable at sight.
Demand must be made by the indorsee of the drawer or maker & notice given to the indorser, otherwise
the indorser will be discharged of his liability.
One cannot rightly presume that a proper demand had been made & notice given when the note fell due
& is not bound to make demand or give notice to enable him to recover of the first indorser. This is
repugnant to the principle that the indorsement after due is equivalent to drawing a new bill.

H. INSTRUMENTS PAYABLE AT BANK

BINGHAMPTON PHARMACY v FIRST NATIONAL BANK(1915).There is a distinction between the

drawer of a check & the maker of a note payable at a bank:
Note payable at bank Check
maker of a note is primarily liable on the drawer of a check is only liable after dishonor
instrument
law excuses presentment of the instrument requires presentment within a reasonable time at
the peril of discharging the drawer
obligation of the maker of a note is not a Breach of the duty of the holder of a check to
conditional promise to pay only at a special place, present for payment at the place where it is
but is a promise to pay generally, even though a payable at a reasonable time discharges the
place of payment drawer from liability to the extent he is damaged
by the breach.

I. BILLS IN SET - composed of various parts being numbered, and containing a reference to the other
parts, all of which parts constitute one bill of lading
 Bills in set constitute one bill. (Sec. 178, NIL)
 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)
 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)
 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)
 
 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)
 Effect of discharging one of a set. — Except as herein otherwise provided, the whole bill is discharged.
(Sec. 183, NIL)
 
DISCHARGE - is the release of all parties, whether primary or secondary, from the obligation on the
instrument; renders the instrument non-negotiable

A. OF THE INSTRUMENT (Sec. 119, NIL) – How discharged:

1. payment in due course by or on behalf of principal debtor
a. by whom made

FOX v. KROEGER (1931). Mrs. Fox was the principal and Kroeger was the surety of a note
executed and payable to LeviState bank. Mrs. Fox died before the note matures. Upon maturity,
Kroeger execute4d and delivered his own note to the payee for the amount of the principal note.
The principal note was assigned to Kroeger. Kroeger sued the plaintiff herein, B. Fox who was the
executor of the estate of Mrs. Fox. The action was on the NOTE and NOT on the implied contract
of REIMBURSEMENT. B.J. Fox argues that the 2 year period of limitations has already set in
(this governs the implied reimbursement between the surety and the principal debtor. WON the
principal debtor was discharged. HELD: YES. Where a surety pays the debt of the principal, he
is subrogated all the rights remedies, equities, and securities of the principal and can bring an
action on the very debt itself. In such a case, the surety has an election of remedies. In the
promissory note in this case, Kroeger was compelled to pay the note and on doing so took an
assignment thereof, and brings this action on the note itself.

b. at or after maturity
c. to the holder thereof

EQUITABLE BANK vs. IAC ,The subject check was also ambiguous and equivocal. By making
the check read, “payable to Equitable bank Order of A/C Casville Enterprises, Inc.”, the payee
ceased to be indicated with reasonable certainty and thus in contravention of sec. 8 of the NIL.
This ambiguity should be construed against Nell.1

IN RE: HARBAUGH’S ESTATE (1936). A claim was being put forward form the estate of
Harbaugh. A check made by the decedent which was indorsed to Jessie Harbaugh before it
matured. Three days after, Flora was given by the decedent a check which covered the amount
of the previous indorsed note. Claimant was alleging that the obligation for the 1st note was still
demandable. HELD: Payment to a payee of a negotiable instrument when the title and
possession of the instrument has passed to another before maturity will not protect the maker. If
the maker thinks that it should be right to pay the payee, without the production of the note, he
does so in his own peril, and the holder who has legal title to said instrument may recover payment
form him.
In the CAB, It was found by the auditor that payment was made to the assignor/indorser and
such was given to indorsee/holder. Thus, such would operate as a discharge of the
instrument.

d. in good faith and without notice that his title is defective

2. payment in due course by party accommodated where party is made/ accepted for
accommodation

1
For our purpose, “ payment to one of several payees or indorsees in the alternative discharges the instrument…”(see p. 826 of Campos)

3. intentional cancellation by holder
 if unintentional or under mistake or without authority of holder, inoperative; where instrument
or sig appears to have been cancelled, burden of proof on party which alleges it was
unintentional, etc. (Sec. 123, NIL)

JONES’ ADMINISTRATORS v. COLEMAN (1917). A claim was made against the estate of Reps
Jones upon a promissory note which appeared to be mutilated (the note was burned). There was
neither the date nor the signature of the decedent maker because it appeared to have been
destroyed by the burning. Evidence tended to show that the handwritten name of the payee,
Coleman, was made in the handwriting of the decedent. HELD: A cancellation made unintentionally
or under a mistake, or without the authority of the holder is inoperative; but where the instrument, or
any signature thereon, appears to have been cancelled, the burden of proof lies on the party who
alleges that the cancellation was made unintentionally or under mistake or without authority.

4. any other act which discharges a simple contract for payment of money

MANCHESTER v. PARSONS (1915). Parsons executed a note payable to Burton for value, 18
months from the date it was executed. The note was negotiated to plaintiff about two months after it
was executed. After 11 months, Colts were delivered to Burton with the understanding that these
Colts would pay the note and the difference of the value of the Colts and the note would have to be
paid by Burton. Plaintiff-indorsee now sues Defendant-maker who argues that he has already paid
the obligation. HELD: Evidence shows that the note was indorsed to plaintiffs for value, thus payment
to the original holders (Burton) by the maker (Parsons) did not discharge the instrument. The acts
which will discharge a simple contract for payment of money, in order to effect a discharge of the
instrument within the contemplation of the law, must therefore be limited to such acts as relate to and
affect the holder of a paper demanding payment thereof. It does not include a holder in due course.

5. principal debtor becomes holder of instrument at or after maturity in his own right

SCHWARTZMAN v. POST (1903). Post executed a note (for $5,000) payable to his order on
demand, indorsed by hem, his father and by defendant Postalwalsky. This was delivered to
Schwartzman in payment of his interest in a partnership of which plaintiff and defendant are members.
The defendant and a third party paid ($3,250) on the condition that the note be surrendered to him.
This was done. Plaintiff now sues defendant for the difference. Defendant argues that the surrender
is tantamount to discharge. HELD: When a principal debtor becomes the holder of the instrument at
or after maturity in his own right, then the note is discharged. Post was the maker of the note, and
primarily liable thereon. It was surrendered to him, and he became the “holder” thereof without fraud
or mistake “in his own right.” Thus, under the law (during this time in 1899, pre-NIL), the note would
be discharged.

6. renunciation of holder: (Sec. 122, NIL)

 holder may expressly renounce his rights vs. any party to the instrument, before or after its
maturity
 absolute and unconditional renunciation of his rights against PRINCIPAL DEBTOR made at
or after maturity discharges the instrument
 renunciation does not affect rights of HDC w/o notice.
 Renunciation must be in writing unless instrument delivered up to person primarily liable
thereon
 

MCGLYNN v. GRANSTROM (1926). Plaintiff-payee sues defendant-indorser on a promissory

note. The defense alleged that the plaintiff was party to an oral contract where the maker was to be
discharged. Since it was an oral contract, the plaintiff invokes Sec. 122 of the NIL where it is
required that a renunciation by the holder of an instrument of his rights therein must be made in
writing. HELD: The defendant, contrary to the plaintiff’s argument, is no longer liable. This is a case
where the indorser is discharged because the maker is discharged (under Sec. 120 not, as argued
by plaintiff, under sec.122). Schwartzman Under section 122, there cannot be a renunciation without
writing or delivery back. There is a change of designation from secs. 119 and 10 to 122 where the
terminology was changed from “discharge” to “renunciation.”

7. material alteration – review Sec. 125, NIL: what constitutes material alteration (Sec. 124, NIL:
material alteration w/o assent of all parties liable avoids instrument except as against party to
alteration and subsequent indorsers)

B. OF SECONDARY PARTIES (Sec. 120, NIL)

1. by discharge of instrument
2. intentional cancellation of signature by holder

MCCORMICK v. SHEA (1906). This action was brought on the promissory note by Thomas Shea as
maker and Defendant Annie Shea as Indorser. Before the maturity of the note, Annie was cancelled
by a representative of the defendant’s attorney in the presence of plaintiff. Plaintiff argues he never
authorized such cancellation. HELD: A cancellation made unintentionally or under a mistake or
without the authority of the holder is inoperative; but where an instrument or any signature thereon
appears to have been cancelled, the burden of proof lies on the party who alleges that the cancellation
was made unintentionally, or under mistake or without authority.

3. discharge of prior party

ROBERTS v. CHAPELL. The Dailys executed a note payable to the order of Chappell which the latter
indorsed to Roberts one year before the maturity date. Upon due presentment, the note was
dishonored. This was made known to Chappell. The holder sued the indorser who argued that one of
the makers was solvent at the time of his death and had he presented the note to the administratrix,
the note would have been paid. For the reason of the plaintiff’s failure, the indorser was thereafter
discharged. HELD: The mere failure of a creditor to present his claim against the estate of a
deceased principal will not release the surety, even though the claim against the estate may be barred
by reason of such omission. The liability of the surviving party is not discharged by mere delay on the
part of the creditor to prosecute his suit against the estate of the principal within the prescribed statute.

4. valid tender of payment by prior party

CORLEY v. FRENCH (1927). Coley was the payee-holder of a note for $2500 sued French and the
other indorsers thereon. The note contained a waiver of presentment and notice and was made
payable to the American National Bank. At the day of maturity, the note was not presented to the
bank. The corporate maker had refunds on the deposit in the bank at the date of maturity of the note
sufficient to pay it. The defendants argue that there was constructive tender of payment and laches.
HELD: The effect of the waiver was to make the indorser liable absent presentment. He continues to
be secondarily liable but without the right to interpose the defense of lack of presentment. As regards
 
the liability of the maker, it must be shown that the maker was able to pay at the time the note matured
and that there was willingness on the part of the maker to apply the funds in deposit to such obligation.

5. release of principal debtor, unless holder’s right of recourse vs. 2ndary party reserved
6. any agreement binding upon holder to extend time of payment, or to postpone holder’s right to
enforce instrument, UNLESS (1) made with assent of party secondarily liable, or (2) right of
recourse reserved.

MAGLIONE v. PENTA (1929). A payee(defendant) of a note secured by a mortgage indorsed the

note and assigned the mortgage to plaintiff who paid the amount therefor. The indorser waived
presentment and notice. Plaintiff wanted to foreclose but the mortgagor paid $300. Defendant-
indorser then asked plaintiff whether the note and the mortgage had been paid and the plaintiff told
him that the had an arrangement with the mortgagor-maker. Because of the default of the mortgagor
subsequently, the holder sued the indorser. The TC found that there was an extension of the time of
payment agreed upon by the makers and the plaintiff. HELD: If the plaintiff made a valid and
binding agreement with the makers of the note extending the time of the payment without the
knowledge and consent of the surety, the surety is thereby discharged. In these circumstances, the
defendant (indorser) appears to have been discharged).

7. Failure to make due presentment (Secs. 70, 144, NIL)

8. failure to give notice of dishonor
9. certification of check at instance of holder
10. reacquisition by prior party
 where instrument negotiated back to a prior party, such party may reissue and further
negotiate, but not entitled to enforce payment vs. any intervening party to whom he was
personally liable
 where instrument is paid by party secondarily liable, it’s not discharged, but
a. the party so paying it is remitted to his former rights as regard to all prior parties
b. and he may strike out his own and all subsequent indorsements, and again negotiate
instrument, except
o where it’s payable to order of 3rd party and has been paid by drawer
o where it’s made/accepted for accommodation and has been paid by party
accommodated

II. OTHER FORMS OF COMMERCIAL PAPER

 Commercial papers - also NIs; merely special forms of either PNs or BEs; also governed by the NIL
 Quasi-negotiable - include commercial paper which though not governed by the NIL, have certain
attributes of negotiability.
Negotiable Documents of Title
 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.
 not governed by the NIL but by the Civil Code.
 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.
 
 Documents of title negotiable when goods represented thereby are deliverable to a specified person
, to order or to bearer.
 valuable in commerce because it facilitates the sale and delivery of goods.

A. 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.
 “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 Deposit
 a 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.
 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.
 it is negotiable if it meets all the requirements of Sec 1 NIL
4. Bonds and Debentures
 Bonds
o evidences of indebtedness, in the nature of a PNs
o usually accompanied by a mortgage of the property of the issuer
o issued by the government (municipal & other public corporations) & private corporations;
o though not to mature for a long time, assure some regular income to bondholders in the form
of interest*, usually payable annually
o bonds and interest coupons (evidences interest obligations)*
 may be negotiable in form, therefore governed by NIL (Sec 65);
 both are actually promissory notes
o they run for long periods of time, and are often sold to the public in general
o funds generated by such bonds are used to finance corporate projects and public works;
o 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.
 Debentures
o similar to bonds except that they are usually for a shorter tem and may or may not be
accompanied by a mortgage.
o they are often issued on the general credit of the issuer corporation

MERCER COUNTY v HACKETT, When a corporation covenants by means of bonds and obtains funds
for the accomplishment of the useful enterprises of the day, it cannot be allowed to evade the payment
by parading some obsolete judicial decision that a bond cannot be made payable to bearer.

MANKER v AMERICAN SAVINGS BANK, Bonds in this case provide that the payment is to be made only
out of a particular fund & do not contain an unconditional promise to pay, therefore, non-negotiable. The
appellant from whom they were stolen would be entitled to the bonds as against the respondent bank
which came into possession of them through a chain of transfers from the thief.
 
ENOCH v BRANDON, References in the bond to the trust mortgage do not constitute modification of the
promise to pay, hence the bonds are negotiable. A possibility of the acceleration of the date when the
bonds are due, if there is default under the mortgage does not make the bonds non-negotiable.

5. Drafts and Letters of Credit - The draft and the letter of credit are generally used together to effect
payment in international transactions.
 Drafta form of BE generally used to facilitate the transactions between persons physically remote
from each other.
 Letters of Credit
o 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.
o must be issued in favor of a definite person, and not to order.
o 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.
o “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.
- 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.
- 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)

 Pertinent Code of Commerce provisions:

o Art 567. Letters of credit - issued by one merchant to another for the purpose of attending to
a commercial transaction.
o Art 568. The essential conditions of letter of credit shall be:
1. issued in favor of a definite person, and not to order.
2. 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.
 
 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 shall has right to demand the proof of the identity of the person in whose favor
the letter of credit was issued.
 Art 570. The drawer of a letter of credit may annul it, informing the bearer and the person to whom
it is addressed
 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.
 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.


GREGORIO ARANETA INC. v PNB (1954). An alleged banking custom whereby a draft should be paid
at the rate exis1ting on the date of its maturity is immaterial since there is an express contract between
the parties embodied in the application for commercial letter of credit. The application specifically
provides that what is to be paid at maturity in Philippine currency is the equivalent of “the amount or such
portion thereof as may be drawn or paid upon the faith” of the plaintiff’s credit; and it is admitted that the
defendant bank actually paid for the draft the amount of P33,727.92. There is also an agreement of the
plaintiff to “reimburse” the defendant bank – a term that requires the return of something paid.

NAT’L RICE & CORN v PAN-PHIL SHIPPING. The letter of credit is in strict accord with the terms of Nat’l
Rice’s contract with Pan-Philippine. Accordingly, the mere refusal of the beneficiary (NG&S’s which
relinquished its interest in the letter of credit upon alleged ground of violation with conditions of the sales
contract) cannot be force majeure within the meaning of the law
Nat’l Rice could not have used that letter of credit for some other purpose because it is an irrevocable
letter of credit in favor of a specified party (NG&S), the same could not be changed by Nat’l Rice or the
bank without the consent of the beneficiary (NG&S).

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.

TRANSFIELD VS.LUZON HYDRO (2004).Can the beneficiary invoke the independence principle? Yes.
Given the nature of letters of credit, petitioner’s argument—that it is only the issuing bank that may invoke
the independence principle on letters of credit—does not impress this Court. 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.
Letters of credit are employed by the parties desiring to enter into commercial transactions, not for the
benefit of the issuing bank but mainly for the benefit of the parties to the original transactions. With the
letter of credit from the issuing bank, the party who applied for and obtained it may confidently present
the letter of credit to the beneficiary as a security to convince the beneficiary to enter into the business
 
transaction. On the other hand, the other party to the business transaction, i.e., the beneficiary of the
letter of credit, can be rest assured of being empowered to call on the letter of credit as a security in case
the commercial transaction does not push through, or the applicant fails to perform his part of the
transaction. It is for this reason that the party who is entitled to the proceeds of the letter of credit is
appropriately called “beneficiary.”
Petitioner’s argument that any dispute must first be resolved by the parties, whether through negotiations
or arbitration, before the beneficiary is entitled to call on the letter of credit in essence would convert the
letter of credit into a mere guarantee. Jurisprudence has laid down a clear distinction between a letter of
credit and a guarantee in that the settlement of a dispute between the parties is not a pre-requisite for the
release of funds under a letter of credit. In other words, the argument is incompatible with the very nature
of the letter of credit. If a letter of credit is drawable only after settlement of the dispute on the contract
entered into by the applicant and the beneficiary, there would be no practical and beneficial use for letters
of credit in commercial transactions.

6. Certificate of Stock
 orshare certificate is the customary and convenient evidence of the holder’s interest in the
corporation which issues it.
 not a NI, but is included in the term “securities” bec does not contain any promise or order to pay
money;
 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.
 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)
 The same rule is applicable if the certificate is in bearer form.
 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. (?)
 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, A share of stock may be transferred by endorsement of the stock
certificate, coupled with its delivery. However, the transfer shall not be valid except as between the
parties, until it is entered and noted upon the books of the corporation ( Sec 35 Corporation Law).
Although a stock certificate is sometimes regarded as quasi-negotiable, 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 to the limitations imposed by the principles governing ESTOPPEL.
 
DE LOS SANTOS, McGRATH (1955). A share of stock may be transferred by endorsement of the stock
certificate, coupled with its delivery. However, the transfer shall not be valid except as between the
parties, until it is entered and noted upon the books of the corporation (Sec 35 Corporation Law). No
such entry in the name of the plaintiffs having been made, it follows that the transfer effected by Campos
and Hess in their favor is not valid, except as between themselves. It does not bind Madrigal or the
Mitsuis who are not parties to the transactions.
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.
In the case at bar, the certificates of stock were in the name of Madrigal. Therefore, the alleged sellers
(Campos and Hess) were not registered owners. Plaintiffs must have been conscious of the infirmities in
the title of the supposed vendors. Therefore, plaintiffs assumed those risks and hence, cannot validly
claim, against the registered stockholder, the status of purchasers in good faith.

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. In this case, the petitioner signed the printed from at the back of
both stock certificates and without filling in the blanks at the time the said stock certificates were delivered
to Macasaet. Hence, the petitioner’s acts of indorsement and delivery conferred on Macasaet the right
to hold them as thought they were his own. It was not irregular of Macasaet to deliver the stock certificates
to Feliciano for consideration.

B. Negotiation - same as those used in NIs; to order=delivery + indorsement, to bearer = delivery

 The means of negotiating a document of title are the same as those used in negotiable instruments.
 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.
 If the goods are deliverable to bearer, or the document has been indorsed in blank, then negotiation
may be by mere delivery.

C. Rights of a Holder
1. When free from personal defenses
 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.
 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.
 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.
 
 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.
 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.
 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.
 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
 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.
 A sale of the goods without the document will not prejudice a subsequent purchaser who
takes the document in good faith and for value.
 The bailee’s delivery to the legal holder of the document would relieve him of any further
responsibility for the goods.

D. Liability of Indorser
 The indorsement of a negotiable document of title carries with it certain implied warranties by the
indorser.
 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.
 As to the goods, he warrants that he has the right to transfer title thereto and that they are
merchantable.
 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.”

JOHN S. HALE CO. v BELEY COTTON CO. (1927). 1. One without title to cotton could not pass title
thereto by depositing the cotton in a warehouse and undertaking to sell non-negotiable clearance
certificates issued on account of the same.
 
2. Receipts, being order receipts and none of them bearing the indorsement of the depositor to whom
they were issued, the receipts were not negotiable. Warehouse receipts in such form can only be
transferred, not negotiated.

SOUTHERN PAC. CO v BANK OF AMERICA (1928). Here, by its fraudulent representations, the vendee
persuaded the delivering carrier to surrender the goods. It follows that the purchaser from the vendee
stands in the position of the purchaser from any fraudulent vendee, whose rights by virtue of the doctrine
of estoppel are well recognized as being superior to those of the vendor or parties in privity with him. In
this situation, it would be contrary to the established law to allow the plaintiff, who has purchased its title
with full knowledge of the facts, to prevail against the bona fide purchaser, for its act, through its agent,
made possible the procurement of the negotiable warehouse receipts and the sale thereof by the vendee.

W.S. BROWN v YIELDING BROS. (1917). The expression “or had ability to convey to a purchaser in
good faith for value” clearly means providing such person was a purchaser in good faith for value. If the
purchaser had actual notice, he is not a purchaser in good faith. Registration laws were enacted for the
purpose of giving notice, and the mortgage here, having been duly recorded, gave the purchaser a
constructive notice so as to prevent him from being a purchaser in good faith.

DUNAGAN v GRIFFIN (1941). Whitehead (in possession by virtue of contract to haul) could not, by
negotiation to intervener of the warehouse receipt, pass any better title to the beer than he had in it. It
follows that the intervener acquired no better right or title to the goods than Whitehead had when he
stored them.

LUHRS v VALLEY RANCH CO.The Uniform Warehouse Receipts Act’s purpose is to protect the
warehouseman who comes into possession of the property and issues a negotiable receipt therefore from
being liable to two parties. But this protection only applies to the warehouseman when the goods are
delivered by the owner or by a person whose act in conveying the title to them to a purchaser in good
faith, would bind the owner.

SIY CONG BIENG v HONGKONG & SHANGHAI BANK.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.
 

Sample Bar exam questions and answers

01. What are the requisites of a negotiable instruments? [1953, 1954, 1964, 1968, 1989, 1991, 1996, Bar
Examinations].

SUGGESTED ANSWER:

An instrument to be negotiable must conform to the following requirements/the requisites of a negotiable

instrument are as follows:

f. It must be in writing and signed by the maker or drawer;

g. It must contain an unconditional promise or order to pay a sum certain in money;

h. It must be payable on demand or at a fixed or determinable future time;

i. It must be payable to order or bearer;

j. Where the instrument is addressed to a drawee, he must be named or otherwise indicated therein with
reasonable certainty. (Section 1, Negotiable Instruments Law)

02. What constitutes a holder in due course? [QUESTION NO. 1, 1996, Bar Examinations].

SUGGESTED ANSWER:

A HIDC is one who has taken the instrument under the following conditions:

a. That it is complete and regular upon its FACE;

b. 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;

c. That he took it in good faith and for value;

d. 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. (Section 52, Negotiable Instruments Law)

03. Can a bill of exchange or a promissory note qualify as a negotiable instrument if -

a.It is not dated; or
b.The date and the month, but not the year of its maturity is given; or
c.It is payable to cash; or
d.It names two alternative drawees [QUESTION NO. 10, 1997, Bar Examinations].

SUGGESTED ANSWER:

a. YES. Date is NOT a material particular required by Section 1 of NIL for the negotiability of an instrument.

b. NO. The time for payment is NOT determinable in this case. The year is NOT stated.
 
c. YES. Section 9(d), NIL makes the instrument payable to bearer because the name of the payee does NOT
purport to be the name of any person. In Ang Tek Lian vs. CA [L-2516, September 25, 1950)], the
Supreme Court reasoned that “Under the Negotiable Instruments Law (sec. 9 [d], a check drawn payable
to the order of "cash" is a check payable to bearer, and the bank may pay it to the person presenting it
for payment without the drawer's indorsement.”

d. A bill may NOT be addressed to two or more drawees (Ws) in the alternative or in succession, to be
negotiable (Section 128, NIL). To do so makes the order conditional.

04. A promissory note reads as follows: “I promise to pay Gabriela Silangan P1, 000.00 three years after the
unconditional withdrawal of the U.S. of its military bases in the Philippines.” Discuss the negotiability or non-
negotiability of the note above [1966 Bar Examinations].

SUGGESTED ANSWER: The PN is NOT negotiable because (1) it contains a condition in its stipulation to pay
Gabriela Silangan after the unconditional withdrawal of the US of its military bases in the Philippines, and (2) it is
not made payable to order or bearer. Section 1 of the NIL suggests that an instrument to be negotiable must
conform to the following requirements:

a. It must be in writing and signed by the maker or drawer;

b. It must contain an unconditional promise or order to pay a sum certain in money;

c. It must be payable on demand or at a fixed or determinable future time;

d. It must be payable to order or bearer;

e. Where the instrument is addressed to a drawee, he must be named or otherwise indicated therein with
reasonable certainty. (Section 1, Negotiable Instruments Law)

CAVEAT: I could not find an answer to this question so I answered it myself. Answer at your own risk.

05. (a) PN makes a promissory note for P5,000.00, but leaves the name of the payee in blank because he
wanted to verify its correct spelling first. He mindlessly left the note on top of his desk at the end of the
workday. When he returned the following morning, the note was missing. It turned up later when X
presented it to PN for payment. Before X, T, who turned out to have filched the note from PN’s office, had
endorsed the note after inserting his own name in the blank space as the payee. PN dishonored the note,
contending that he did not authorize its completion and delivery. But X said he had no participation in, or
knowledge about, the pilferage and alteration of the note and therefore he enjoys the rights of a holder in
due course under the Negotiable Instruments Law. Who is correct and why? [INCOMPLETE AND UNDELIVERED
INSTRUMENT TOPIC]

(b) Can the payee in a promissory note be a ‘holder in due course’ within the meaning of the Negotiable
Instruments Law? [Question No. VI (b), 2000 Bar Examinations].

SUGGESTED ANSWER:

(a) PN is correct. The instrument is incomplete and undelivered. It did NOT create any contract that would
bind PN to an obligation to pay the amount thereof.
 
(b) A payee (P) in a promissory note CANNOT be a HOLDER IN DUE COURSE (HIDC) within the meaning of
the NIL because a (P) is an immediate party in relation to the maker (M). The (P) is subjected to
whatever defenses, real or personal, available to the (M) of the promissory note.

ALTERNATIVE ANSWER:

(b) A (P) can be a HIDC. A HIDC is defined as the (P) or Indorsee (Ie) of the instrument who is in possession of it.
Every holder is deemed prima facie to be HIDC (Section 59, NIL)

06. How do you treat a negotiable instrument that is so ambiguous that there is a doubt whether it is a bill or
a note? [1999, Bar Examinations].

SUGGESTED ANSWER:

Section 17 (e) of the NIL provides that where the instrument is so ambiguous that there is doubt whether it is a
bill or a note, the holder may treat it as either at his election.

07. When a signature is so placed upon a negotiable instrument that it is not clear in what capacity the person
making the same intended to sign, what is his liability? [1946, Bar Examinations].

SUGGESTED ANSWER:

When 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 [Section 17 (f), NIL]. If treated as an indorser of the
instrument, he is chargable only after presentment and notice of dishonor. As general indorser, he warrants that
(a) 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; and (d) that the instrument is, at the time of his indorsement,
VALID and SUBSISTING. In addition, he engages that, on due presentment, it shall be accepted or paid, or both,
as the case may be, according to the tenor, and that if it be dishonored and the necessary to proceedings on
dishonor be duly taken or to any subsequent indorser who may be compelled to pay it (Section 66, NIL).

08. When a negotiable instrument contains the words “I promise to pay” and is signed by two or more
persons, what is their liability, joint or solidary? Explain [1946, Bar Examinations].

SUGGESTED ANSWER:

Where an instrument containing the words “I promise to pay” is signed by two or more persons, they are
deemed to be jointly and severally liable thereon. [Section 17, (g), NIL]
B. TESTS OF NEGOTIABILITY

09. (a) MP bought a used cellphone from JR. JR preferred cash but MP is a friend so JR accepted MP’s
promissory note for P10,000.00. JR though of converting the note into cash by indorsing it to his brother KR.
The promissory note is a piece of paper with the following hand-printed notation: “MP WILL PAY JR
TENTHOUSAND PESOS IN PAYMENT FOR HIS CELLPHONE ONE WEEK FROM TODAY”. Below this notation is
MP’s signature with “8/1/00 next to it, indicating the date of the promissory note. When JR presented MP’s
note to KR, the latter said it was not a negotiable instrument under the law and so could not be a valid cash
substitute. JR took the opposite view, insisting on the note’s negotiability. You are asked to referee . Which of
the opposing views is correct? Explain [Question No. V, 2000 Bar Examinations].
 
(b) TH is an indorsee of a promissory note that simply states: “PAY TO JUAN TAN OR ORDER 400 PESOS.” The
note has no date, no place of payment, and no consideration mentioned. It was signed by MK and written
under his letterhead specifying the address, which happens to be his residence. TH accepted the promissory
note as payment for service he rendered to SH, who in turn receive the note from JUAN TAN as payment for a
prepaid cellphone card worth 450 pesos. The payee acknowledged having received the note on August 1,
2000. A Bar reviewee had told TH, who happens to be your friend, that TH is NOT a holder in due course
(HIDC) under Section 52 of the NIL and therefore does NOT enjoy the rights and protection under the statute.
TH asks for your advice specifically in connection with the note being undated and not mentioning the place
of payment and any consideration. What would your advice be?

SUGGESTED ANSWERS:

(a) KR is correct. The promissory note is NOT negotiable. It is not issued to the order or bearer. There are no
words of negotiability contained therein. It is NOT issued in accordance with Section 1 of the NIL.

(b) The fact that the instrument is undated and does NOT mention the place of payment does NOT militate
against its being negotiable. The date and place of payment are NOT material particulars required to
make an instrument NEGOTIABLE [Section 6, (c), NIL]. The fact that no mention is made of any
consideration is NOT material. Consideration is presumed [Section 24, NIL].

10. Perla bought a motor car payable in installments from Automatic Company for P250, 000.00 with a
P50,000.00 down payment. She executed a promissory note for the balance which reads:

For value received, I promise to pay Automotive Company or order at its office in Legaspi City, the
sum of P200,000.00 with interest at 12% per annum, payable in equal installments of P20,000.00 for
ten (10) months starting 21 October 2002.
Manila, 21 September 2002

SGD Perla

Pay to the order of Reliable Finance Corp. Automotive Company

By:
(Sgd.) Manager

Because Perla defaulted in the payment of her installments, RFC initiated a case against her for the sum of
money. Perla argued that the promissory note is merely an assignment of credit, a non-negotiable instrument
open to all defenses available to the assignor and, therefore, RFC is NOT a holder in due course.

(a) Is the promissory note a mere assignment of credit? Or a negotiable instrument? Why? [1992 Bar
Examinations]

(b) Is Reliable Finance Corp. a HIDC? Explain briefly.

SUGGESTED ANSWER:

(a) The PN in the problem is a negotiable instrument being in compliance with the provisions of Section 1,
of the NIL. Neither the fact that the payable sum is to be paid with interest nor that the maturities are in
stated installment renders uncertain the amount payable. (Section 2, NIL)
 
(b) YES, Reliable Finance Corporation is a HIDC given the factual settings. Said Corporation apparently took
the promissory note for value, and there are no indications that it acquired it in bad faith [Section 52,
See Salas vs. Court of Appeals, 181 SCRA 296].

11. Romeo had P100,000.00 in his current account at Matatag Banking Corporation. Romeo learned that his
enemy had hired a contract killer to liquidate him. Fearful of his life, he mailed to his fiance, Juliet, a check for
his P100,000.00 in the bank. The check was payable to Juliet or order and was accompanied by a letter stating
that he was giving her his money out of his great love for her and because something would happen to him
anytime now. Juliet presented the check for payment but the bank refused to honor it. Does Juliet have any
right of action against the bank? Because of the humiliation she suffered from the bank, Juliet broke off her
engagement with Romeo. Does Romeo have a right of action against the bank? Explain [1986 Bar
Examination].

12. Explain whether or not the following instrument is negotiable.

P1,000.00 Manila, October 5, 1970

I acknowledge to have received from Jose Cruz one thousand pesos (P1,000.00) which I promise to pay on
demand or in five months from date with one percent interest per month payable within the first five days of
every month. If the interest is not paid when due, then both principal and interest shall become due at the
option of the holder.
SGD: Pedro Garcia
[1970 Bar Examination].

SUGGESTED ANSWER: (Own answer)

The instrument is NOT negotiable. The instrument provides an acceleration clause at the option of the holder
[Section 2, NIL]. Furthermore, a mere acknowledgment of indebtedness does NOT constitute a promise to pay
required by Section 1 of the NIL.

13. For value received, X executed a promissory note in favor of Y for P10,000.00 agreeing to pay interest
thereon but without specifying the rate thereof. Can Y collect interest on the note? Why? Explain [1964 Bar
Examination].

SUGGESTED ANSWER: (Made-up answer lang)

YES. Y can still collect interest on the note despite failure to specify the specific rate to apply on the note. If
there is no rate specified, the law provides a legal rate of 6% per annum which may be applied on the note to
fulfill the obligation specified, that is to pay the amount of the note with interest.

DEFENSES

C. FAILURE/ABSENCE OF CONSIDERATION

14. In payment of canned goods he had purchased, Pedro Flores of Cabanatuan drew a check upon PNB for
P1,000.00 payable to the order of Veraz and Co., the seller in Manila. He sent the check “without recourse” to
Juan Santos. The latter indorsed it in blank, for consideration, to Pablo Reyes, who, in turn, sold it for P800.00,
 
by delivery to Antonio Gomez. The canned goods were never forwarded to Flores. Gomez presented the check
to the bank, but payment was refused because Reyes had not put his name on it. Is the bank right in so
refusing? Why? If Gomez gave due notice to Veraz and Co., may he recover from the latter? May Gomez
recover from Santos? Why? May he recover from Reyes? Why? [1968 Bar Examination].

SUGGESTED ANSWER:

15. EVA issued to IMELDA a check in the amount of P50,000.00 post-dated September 30, 1995, as security for
a diamond ring to be sold on commission. On September 15, 1995, IMELDA negotiated the check to MT
Investment which paid the amount of P40,000.00 to her.

EVA failed to sell the ring, so she returned it to Imelda on September 19, 1995. Unable to retrieve her check,
EVA withdrew her funds from the drawee bank. Thus, when MT Investment presented the check for payment,
the drawee bank dishonored it. Later on, when MT Investment sued her, EVA raised the defense of absence of
consideration, the check having been issued merely as security for the ring that she could not sell. Does EVA
have a valid defense? Explain [1996, Bar Examination].

Suggested Answer:

NO. EVA does NOT have a valid defense.

First, MT Investment is a HIDC, and, as such, holds the post-dated check free from any defect of title of prior
parties and from defense available to prior parties among themselves. EVA can invoke the defense of absence of
consideration against MT Investment ONLY IF the latter was privy to the purpose for which the checks were
issued and, therefore, NOT a HIDC.

Second, it is NOT a ground for the discharge of the post-dated checks as against a HIDC that it was issued merely
as security. The ONLY grounds for the discharge of negotiable instruments are those set forth in Section 119 of
the NIL and none of those grounds are available to EVA. The latter may NOT unilaterally discharge herself from
her liability by the mere expediency of withdrawing her funds from the drawee bank. [See State Investment vs
CA, et al., GR 101163, January 11, 1993; 217 SCRA 32]

16. A and B executed and delivered to C a promissory note which reads:

“I promise to pay C or bearer the sum of P2,000.00 with interest at 12% per annum on or
before June 30, 1960. Manila, February 1, 1969.

SGD A and B.

Two months later, for value received, C delivered to D the aforesaid note with the indorsement: “Pay to D”;
and on April 15, 1969, the said note was indorsed in blank by D and delivered to X, without consideration.
Upon A’s refusal to pay despite demand, X filed an action to collect from A the total amount of the promissory
note, with 12% interest per annum from February 1, 1969, and the costs. A’s defenses are that the note is null
and void because the same was issued to pay a gambling debt and that in any event, his liability cannot
exceed more than one-half of the amount due. Are A’s defenses valid? Is X entitled to the whole amount of
the note? Explain. [1969 Bar Examination].

SUGGESTED ANSWER: (Sa tingin ko…)

 
NO. There is absence of consideration if there is NO consideration given, or that the consideration is ILLEGAL.
Want of consideration may be invoked as a personal defense, in this case, by A, not unless X is a HIDC, which in
effect will not be considered as a defense available against him. But since the instrument is a bearer instrument,
X enjoys the prima facie presumption that he is a HIDC, unless the contrary is proved [Section 59, NIL].

YES. X is entitled to the whole amount of the note. In Republic Planters Bank vs. Court of Appeals [ 216 SCRA
738, 744 (1992)], an instrument which begins with “I”, “WE” or “Either of us” promise to pay, when signed by
two or more persons, makes them solidarily liable. Section 17 (g) of the NIL also provides that when an
instrument containing words “I promise to pay” is signed by two or more persons, they are deemed to be jointly
and severally liable.

17. For the purpose of lending his name without receiving value therefor, Pedro makes a note for P20,000.00
payable to the order of X who in turn negotiates it to Y, the latter knowing that Pedro is not a party for value.

(a) May Y recover from Pedro if the latter interposes absence of consideration?

(b) Supposing under the same facts, Pedro pays the said P20,000.00, may he recover the same amount
from X? Explain [Question No. VII, 1998 Bar Examination].

SUGGESTED ANSWER:

(a) YES. Y can recover from PEDRO. PEDRO is an accommodation party. Absence of consideration is in the
nature of an accommodation party. Defense of absence of consideration CANNOT be validly interposed
by accommodation party against a HIDC.

(b) If PEDRO pays the said P20, 000.00 to Y, PEDRO can recover the amount from X. X is the accommodated
party or the party ultimately liable for the instrument. PEDRO is ONLY an accommodation party.
Otherwise, it would be unjust enrichment on the party of X if he is NOT to pay PEDRO.

SUGGESTED ANSWER (2):

(a) YES. Y can recover from PEDRO. An accommodation party is one who has signed the instrument as
maker, drawer, acceptor or indorser, without receiving for 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 [Section 29, NIL]. Furthermore, absence of consideration between the
accommodation party and accommodated party does NOT of itself constitute a valid defense against a
holder for value even though he know of it when he became a holder. (See Ang Tiong v. Lorenzo Ting, 22
SCRA 713; Republic Bank vs. Ebrada, 65 SCRA 680)

(b) Supposed Pedro pays as AP, he then becomes entitled to be reimbursed by the accommodated party.
The relation between them is, in effect, that of a principal debtor and surety, the accommodation party
in lending his name, being the surety for the accommodated party.[Garcia vs. Llamas, 417 SCRA 292
(2003)]

18. Nora applied for a loan of P100,000.00 with BUR Bank. By way of accommodation, Nora’s sister, Vilma,
executed a promissory note in favor of BUR Bank. When Nora defaulted, BUR Bank sued Vilma, despite its
knowledge that Vilma received no part of the loan.

(a) May Vilma be held liable? Explain [1996 Bar Examination].

 
SUGGESTED ANSWER:

YES. VILMA may be held liable as an accommodation party, subject to her right to be reimbursed from NORA,
the accommodated party. An accommodation party is one who has signed the instrument as maker, drawer,
acceptor or indorser, without receiving for 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 [Section 29, NIL]. As an acceptor,
he affirms the genuineness of the negotiable instrument. Hence, she may be held liable, subject to her right to
recover from the accommodated party for reimbursement.

19. Santos purchased Vera’s car for P50,000.00. Not having enough cash on hand, Santos offered to pay in
check. Vera refused to accept the check unless it is indorsed by Reyes, their mutual friend. Reyes indorsed
Santos’ check and Vera, knowing that Reyes had not received any value for indorsing the check, accepted it.
The next day, Vera presented the check to the drawee bank for payment. Payment was refused for lack of
funds. Vera gave notice of dishonor to Reyes, but Reyes refused to pay, saying that he indorsed merely as a
friend.

(a) Is Reyes liable to Vera?

(b) In the event Reyes voluntarily pays Vera, does Reyes have the right to recover from Santos? Explain
[1985 Bar Examination].

SUGGESTED ANSWERS:

(a) YES. Reyes is liable to Vera. An accommodation party is one who has signed the instrument as maker,
drawer, acceptor or indorser, without receiving for 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 [Section 29, NIL].

(b) YES. Reyes may recover from the accommodated party for reimbursement. (Solutio Indebiti?)

D. INCOMPLETE DELIVERED INSTRUMENT

20. Larry issued a negotiable promissory note to Evelyn and authorized the latter to fill up the amount in
blank with his loan account in the sum of P1,000.00. However, Evelyn inserted P5,000.00 in violation of the
instruction. She negotiated the note to Julie who had knowledge of the infirmity. Julie, in turn, negotiated
said note to Devi for value and who had no knowledge of the infirmity.

(a) Can Devi enforce the note against Larry, and if she can, for how much?

(b) Supposing Devi indorses the note to Baby for value but who has knowledge of the infirmity, can the latter
enforce the note against Larry? Explain [1993 Bar Examination].

SUGGESTED ANSWER:

(a) YES. DEVI can enforce the Negotiable PN against LARRY in the amount of P5,000.00. DEVI is a HIDC and
the breach of trust committed by EVELYN cannot be set up by LARRY against DEVI because it is a
personal defense. As HIDC, DEVI is NOT subject to such personal defense.

The defense that the instrument had NOT been filled up in accordance with the authority given and
within a reasonable time is NOT available as defense against a HIDC.
 
(b) YES. BABY is NOT a HIDC because she had knowledge of the breach of trust committed by Evelyn against
LARRY which is just a personal defense. But having taken the instrument from DEVI, a HIDC, BABY has
ALL the rights of a HIDC. BABY did NOT participate in the breach of trust committed by Evelyn who filled
the blank but filled up the instrument with P5,000.00 instead of P1,000.00 as instructed by Larry.
[Section 58, NIL]

21. Maria issued a negotiable promissory note and authorized Pilar to fill-up the amount in blank up to
P2,000.00. However, Pilar filled it up to P4,000.00 and negotiated the note to Pepe.

(a) For what amounts are Maria and Pilar liable to Pepe? Explain [1972 Bar Examinations].

SUGGESTED ANSWER:
(a) Where the instrument is wanting in any material particularity, the person in possession thereof has the prima
facie authority to complete it by filling up the blanks therein. Ad a signature on the blank paper delivered by the
person making the signature in order that the paper may be converted into a negotiable instrument operates as
a prima facie authority to fill it up as such for any amount. In order, however, that any such instrument, when
completed, may be enforced against any person who became a party thereto prior to its completion, it must be
filled up strictly in accordance with the authority given and within reasonable time. BUT if any such instrument,
AFTER completion, is negotiated to a HIDC, it is valid and effectual for all purposes in his hands, and he may
enforce it AS IF it had been filled up strictly in accordance with the authority given and within a reasonable time.
(Section 14, NIL)

If Pepe is a HIDC, Maria and Pilar is liable for P4,000.00. If not, they are liable based on the authority given,
which is for P2,000.00.

E. INCOMPLETE UNDELIVERED INSTRUMENT

22. PN makes a promissory note for P5,000.00, but leaves the name of the payee in blank because he wanted
to verify its correct spelling first. He mindlessly left the note on top of his desk at the end of the workday.
When he returned the following morning, the note was missing. It turned up later when X presented it to PN
for payment. Before X, T, who turned out to have filched the note from PN’s office, had endorsed the note
after inserting his own name in the blank space as the payee. PN dishonored the note, contending that he did
not authorize its completion and delivery. But X said he had no participation in, or knowledge about, the
pilferage and alteration of the note and therefore he enjoys the rights of a holder in due course under the
Negotiable Instruments Law. Who is correct and why? [2000 Bar Examination].

SUGGESTED ANSWER: (See previous answers)

PN is correct. Where an instrument has NOT been delivered, it 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 [Section 15, NIL]. This is a defense even against a HIDC. A real defense exists and
PN may treat the instrument as a forgery [Section 23, NIL].

23. Jose makes a negotiable note payable to bearer with the amount in blank and delivers it to Karen for
safekeeping. Marina fills up the note for P20,000.00 and negotiates it to Adriano, a holder in due course.

If you were Jose and Adriano presented to you the note for payment, what defense or defenses are you going
to interpose to negate liability on the instrument? Explain [1981 Bar Examinations].

SUGGESTED ANSWER: (If I were to answer this question…)

 
If I were Jose, I will invoke a real defense for want of authority which renders the instrument invalid in the hands
of ANY HOLDER. (Section 15 and 23, NIL) I will allege that the instrument was delivered to Karen for safekeeping,
rendering the instrument as one that is undelivered, and was completed and negotiated by Marina without
authority to do so. An incomplete and undelivered instrument will not, even if completed and negotiated
without authority, be a valid contract in the hands of ANY HOLDER, including a HIDC.

24. A entrusted to B, his secretary, a blank check drawn on X bank, signed by him, with instructions to fill up
the check in favor of D for the amount of P1,000.00 and to thereafter deliver the said check to D. In breach of
trust, B filled up the check by writing the name of E, and the amount of P2,000.00 on the check and delivered
the same to E, who accepted it in payment of certain goods sold by E to B. Before E could encash the check, A
learned of the misdeed of B and issued a stop-payment order to X bank as a result of which X bank refused to
honor the check presented to it by E.

Can E now hold X bank and A liable? Reason [1971 Bar Examinations].

SUGGESTED ANSWER:

NO. E cannot hold X bank liable. A DRAWEE is NOT liable until and unless he accepts the instrument in which
case, X bank becomes an acceptor [Section 187, NIL]. X Bank’s duty, as the DRAWEE bank in this case, is but to
verify the genuineness of the drawers signature and not of the indorsement because the drawer is its client.
(Associated Bank vs. Hon. Court of Appeals, Province of Tarlac and Philippine National Bank, GR No. 107612,
January 31, 1996)

He cannot also hold A liable because Section 15 provides that an incomplete and undelivered instrument will
not, even if completed and negotiated without authority, be a valid contract in the hands of ANY HOLDER, even
against a HIDC.

25. Jose Reyes signed a blank check, and in his hasted to attend a party, left the check on top of his executive
desk in his office. Later, Nazareno forced the door to Reyes’ office and stole the blank check. Nazareno
immediately filled in the amount of P50,000.00 and a fictitious name as payee on the said check. Nazareno
then endorsed the check in the payee’s name and passed it to Roldan. Thereafter, Roldan endorsed the check
to Dantes.

(a) Can Dantes enforce the check against Jose Reyes?

(b) If Dantes is a holder in due course, will your answer be the same? [1985 Bar Examinations].

SUGGESTED ANSWER:

(a) NO. Where an incomplete instrument has NOT been delivered, it 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. [Section 15, NIL]

(b) Section 15 which provides for an incomplete and undelivered instrument that is completed and
negotiated without authority effects as a real defense even against a HIDC.

26. A signed a blank check which he inadvertently left at his desk at his Escolta Office. The same was later
stolen by B, who filled in the amount of P22,300.00 and a fictitious name as payee. B then endorsed the check
in the payee’s name and passed the check to C; thereafter C passed it to D; then D to E; and E to F. Can F
enforce the instrument against A? Suppose that F is a holder in due course, what will be your answer? Can F
enforce the instrument against B? Against C. Give reasons [1978 Bar Examinations].
 

F. FORGERY

27. A delivers a bearer instrument to B. B then specially indorses it to C, and C later indorses it in blank to D. E
steals the instrument from D and, forging the signature of D, succeeds in “negotiating” it to F who acquires
the instrument in good faith and for value.

(a) If, for any reason, the drawee bank refuses to honor the check, can F enforce the instrument against the
drawer?

(b) In case of the dishonor of the check by both the drawee and the drawer, can F hold any of B, C and D liable
secondarily on the instrument? [1997 Bar Examinations].

SUGGESTED ANSWER:

(a) YES. The instrument was payable to bearer as it was a bearer instrument. It could be negotiated by mere
delivery despite the presence of special indorsements. The forged signature is NOT necessary to
presume the juridical relation between and among the parties PRIOR to the forgery and parties AFTER
the forgery. The ONLY party who can raise the defense of forgery against a HIDC is the person whose
signature is forged. [Apply Section 16 of the NIL in this case since the cut-off rule will NOT apply in case
of a bearer instrument].

(b) Only B and C can be held liable by F. The instrument at the time of the forgery was payable to bearer,
being a bearer instrument. Moreover, the signature was indorsed in blank by C to D. D, whose signature
was forged by E CANNOT be held liable by F.

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 discharged 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. [Section 23, NIL]

As general indorser, he warrants that (a) 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; and (d) that
the instrument is, at the time of his indorsement, VALID and SUBSISTING. In addition, he engages that,
on due presentment, it shall be accepted or paid, or both, as the case may be, according to the tenor,
and that if it be dishonored and the necessary to proceedings on dishonor be duly taken or to any
subsequent indorser who may be compelled to pay it (Section 66, NIL).

28. Juan makes a promissory note payable to his order, signing Pedro’s name thereon as maker without
Pedro’s knowledge and consent. Juan then indorses the note to Jose, who, in turn, indorses it to Carlos under
circumstances which make Carlos a holder in due course.

(a) May Carlos enforce the note against Pedro?

(b) And if the note is dishonored by Pedro, may Carlos hold Juan and Jose liable on their respective
indorsements? Reason out your answers [1989 Bar Examinations].

SUGGESTED ANSWER: (I think…)

 
(a) NO. Carlos may NOT enforce the note against Pedro. 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 discharged 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. [Section 23, NIL]

(b) YES. JUAN AND JOSE may be held liable on the note as general indorsers for breach of warranties. As
indorsers, they warrant that (a) 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; and (d) that the instrument is, at the
time of his indorsement, VALID and SUBSISTING. In addition, he engages that, on due presentment, it shall be
accepted or paid, or both, as the case may be, according to the tenor, and that if it be dishonored and the
necessary to proceedings on dishonor be duly taken or to any subsequent indorser who may be compelled to
pay it (Section 66, NIL).

29. Juan makes a promissory note payable to the order of Pedro, who indorses it to Jose. Somehow, Roberto
obtains possession of the note and, forging the signature of Jose, indorses it to Amado. Amado then indorses
the note to Nilo, the holder.

State the rights and liabilities of the parties [1984 Bar Examinations].

SUGGESTED ANSWER:

30. A makes a negotiable promissory note payable to B or bearer. A delivers the note to B. B indorses the note
to C. C places the note in his wallet, which was stolen by X, who, finding the note, indorses it to D by forcing
C’s signature. D indorses the note to E, who in turn, delivers the note to F, a holder in due course, without
indorsement.

What are the liabilities of A, B and C to F. Explain briefly [1981 Bar Examinations].

SUGGESTED ANSWER:

31. Juan de la Cruz signs a promissory note payable to Pedro Lim or bearer, and delivers it personally to Pedro
Lim. The latter somehow misplaces the said note and Carlos Ros finds the note lying around the corridor of
the building. Carlos Ros endorses the promissory note to Juana Bond, for value, by forging the signature of
Pedro Lim. May Juana Bond hold Juan de la Cruz liable on the note? Explain [1980 Bar Examinations].

SUGGESTED ANSWER:
 
YES. JUANA BOND may hold JUAN DE LA CRUZ liable on the note. JUANA, as a holder for value, may collect on
the note. The instrument was payable to bearer as it was a bearer instrument. It could be negotiated by mere
delivery despite the presence of special indorsements. The forged signature is NOT necessary to presume the
juridical relation between and among the parties PRIOR to the forgery and parties AFTER the forgery. The ONLY
party who can raise the defense of forgery against a HIDC is the person whose signature is forged, as in this case
is PEDRO LIM. Forgery is a real defense even against a HIDC. [Apply Section 16 of the NIL in this case since the
cut-off rule will NOT apply in case of a bearer instrument].

32. Fernando forged the name of Daniel, manager of a Trading Company, as the drawer of a check. The Bank
of Philippine Islands, the drawee bank, did not detect the forgery and paid the amount.

May the bank charge the amount paid against the account of the alleged drawer? Explain [1977 Bar
Examinations].

SUGGESTED ANSWER:

NO. The bank on which a check is drawn, known as the drawee bank, is under strict liability to pay the check to
the order of the payee. The drawers instructions are reflected on the face and by the terms of the check.
Payment under a forged indorsement is not to the drawers order. When the drawee bank pays a person other
than the payee, it does not comply with the terms of the check and violates its duty to charge its customers (the
drawer) account only for properly payable items. Since the drawee bank did not pay a holder or other person
entitled to receive payment, it has no right to reimbursement from the drawer. The general rule then is that the
drawee bank may not debit the drawers account and is not entitled to indemnification from the drawer. The risk
of loss must perforce fall on the drawee bank. (Associated Bank vs. Hon. Court of Appeals, Province of Tarlac and
Philippine National Bank, GR No. 107612, January 31, 1996)

However, if the drawee bank can prove a failure by the customer/drawer to exercise ordinary care that
substantially contributed to the making of the forged signature, the drawer is precluded from asserting the
forgery.

In cases involving a forged check, where the drawer's signature is forged, the drawer can recover from the
drawee bank. No drawee bank has a right to pay a forged check. If it does, it shall have to recredit the amount of
the check to the account of the drawer. The liability chain ends with the drawee bank whose responsibility it is
to know the drawer's signature since the latter is its customer.

G. FRAUD

33. A succeeded in making B affix his signature on a check without B’s knowing that it was a check. At the
time of signing, the check was complete in all respects. A intended to cash the check the following morning,
but that night, it was stolen by C who succeeded in negotiating the same to D, a holder in due course. D
cashed the check the following morning. B refused to have the amount of the check deducted from his bank
deposit. Who may properly be charged with the amount of the check? Explain your answer [1961 Bar
Examinations].

34. A induces B by fraud to make a promissory note payable on demand to the order of A in the sum of
P5,000.00. Can A file an action successfully against the maker B for the amount of the note? Reasons. Going
 
further, A transfers the note to C who pays P5,000.00 therefor and acquires the note under circumstances that
make him (C) as holder in due course. Can C file an action successfully against B, the maker of the note, for the
amount of the note? What defense/defenses can B interpose? Explain [1978 Bar Examinations].

H. MATERIAL ALTERATION

35. A check for P50,000.00 was drawn against drawee bank and made payable to XYZ Marketing or order. The
check was deposited with payee’s account at ABC Bank which then sent the check for clearing to drawee
bank.

Drawee bank refused to honor the check on the ground that the serial number thereof had been altered.

XYZ Marketing sued drawee bank.

(a) Is it proper for the drawee bank to dishonor the check for the reason that it had been altered?

(b) In instant suit, drawee bank contended that XYZ Marketing as payee could not sue the drawee bank
as there was no privity between them. Drawee theorized that there was no basis to make it liable for
the check. Is this contention correct? Explain [1999 Bar Examinations].

SUGGESTED ANSWER:

(a) NO. The serial number is NOT a material particular of the check. Its alteration does NOT constitute
material alteration of the instrument. The serial number is NOT material to the negotiability of the
instrument.

(b) YES. As a general rule, the DRAWEE is NOT liable under the check because there is NO PRIVITY of
contract between XYZ Marketing, as PAYEE, and ABC Bank as the drawer bank. However, if the action
taken by the bank is an abuse of right which caused damage NOT ONLY to the issuer of the check BUT
ALSO to the PAYEE, the PAYEE has the cause of action under QUASI-DELICT.

QUASI-DELICT: Art. 2176. Whoever by act or omission causes damage to another, there being fault or
negligence, is obliged to pay for the damage done. Such fault or negligence, if there is no pre-existing
contractual relation between the parties, is called a quasi-delict and is governed by the provisions of this
Chapter. (1902a)

36. William issued to Albert a check for P10,000.00 drawn on XM Bank. Albert altered the amount of the
check to P210,000.00 and deposited the check to his account with ND Bank. When ND Bank presented the
check for payment through the Clearing House, XM Bank honored it. Thereafter, Albert withdrew the amount
of P210,000.00 and closed his account.

When the check was returned to him after a month, William discovered the alteration. XM Bank recredited
P210,000.00 to William’s current account and sought reimbursement from ND Bank. ND Bank refused,
claiming that XM Bank failed to return the altered check within the 24 hour clearing period.

Who, as between XM Bank and ND Bank, should bear the loss? Explain [1996 Bar Examinations].

SUGGESTED ANSWER:

ND Bank should bear the loss if XM Bank returns the altered check to ND Bank within 24 hours after its discovery
of the alteration. n. Under the given facts, William discovered the alteration when the altered check was
returned to him after a month. It may safely be assumed that William immediately advised XM Bank of such fact
 
and that the latter promptly notified ND Bank thereafter. Central Bank Circular No. 9, as amended on which the
decision of the Supreme Court in the Hongkong & Shanghai Banking Corporation vs. People’s Bank & Trust Co.,
and Republic Bank vs. CA, et al. were based was expressly cancelled and superseded by Central Bank Circular No.
317, dated December 23, 1970. The latter was in turn amended by Central Bank Circular No. 580, dated
September 19, 1977. As to altered checks, the new rule provides that the drawee bank can still return them
even after 4:00PM of the next day provided it does so within 24 hours from the discovery of the alteration but in
no event beyond the period fixed or provided by law for filing of a legal action by the returning bank against the
bank sending the same. Assuming that the relationship between the drawee bank and the collecting bank is
evidenced by some written document, the prescriptive period would be 10 years.

ALTERNATE ANSWER:

XM BANK should bear the loss. When the drawee bank (XM BANK) failed to return the altered check to the
collecting bank (ND Bank) within 24 hour clearing period provided in Section 4(c) of the Central Bank Circular No.
9 dated February 17, 1949, the latter is absolved from liability. (See Hongkong & Shanghai Banking Corporation
vs. People’s Bank & Trust Co., GR L-28226, September 30, 1970; 35 SCRA 140; also Republic Bank vs. CA, et al. GR
42725, April 22, 1991; 196 SCRA 100)

OR

More importantly, by reason of the statutory warranty of a general indorser in Section 66 of the Negotiable
Instruments Law, a collecting bank which indorses a check bearing a forged indorsement and presents it to .the
drawee bank guarantees all prior indorsements, including the forged indorsement. It warrants that the
instrument is genuine, and that it is valid and subsisting at the time of his indorsement. Because the
indorsement is a forgery, the collecting bank commits a breach of this warranty and will be accountable to the
drawee bank. This liability scheme operates without regard to fault on the part of the collecting/presenting
bank. Even if the latter bank was not negligent, it would still be liable to the drawee bank because of its
indorsement. The Court has consistently ruled that the collecting bank or last endorser generally suffers the loss
because it has the duty to ascertain the genuineness of all prior endorsements 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. Moreover, the collecting bank is made liable because
it is privy to the depositor who negotiated the check. The bank knows him, his address and history because he is
a client. It has taken a risk on his deposit. The bank is also in a better position to detect forgery, fraud or
irregularity in the indorsement.

The drawee bank is not similarly situated as the collecting bank because the former makes no warranty as to the
genuineness of any indorsement. The drawee banks duty is but to verify the genuineness of the drawers
signature and not of the indorsement because the drawer is its client.

(Associated Bank vs. Hon. Court of Appeals, Province of Tarlac and Philippine National Bank, GR No. 107612,
January 31, 1996)

37. In consideration of some goods he bought, A issued to B a personal check in the amount of P280.00 which
B altered to P2,800.00 without the knowledge of A. The alteration is not apparent to the naked eye. B then
deposited the altered check in his account with PNB, which released it for clearing. The BPI, the drawee bank,
did not notice the alteration and the check therefore cleared. B was able to withdraw the P2,800.00, after
which, he closed his account. When A received his bank statement and cancelled checks, he noticed the
discrepancy in the amount when he compared the altered check with his check stub. He immediately notified
 
BPI and demanded a recredit. BPI, in turn, demanded recredit from PNB which cannot now locate B. Can A
compel BPI to recredit his account? If so, how much? Can PNB be compelled to reimburse BPI of the amount
the latter may have recredit to the account of A? Explain [1986 Bar Examinations].

38. Pedro writes out a check for P1,000.00 in favor of Jose or order against his current account with the Bank
of America. Juan steals the check, erases the name of Jose and superimposes his own name. Juan deposits the
check at Citibank and after clearing, Juan withdraws the amount and absconds. Upon discovery by Pedro of
the material alteration, he lodged a complaint at the Bank of America, who debited the amount to Pedro.
Bank of America demands reimbursement for Citibank which refuses on the ground that it only acted as an
agent for collection. Who bears the loss? Why? [1977 Bar Examinations].

39. Maria issued a negotiable promissory note and authorized Pilar to fill up the amount in blank up to
P2,000.00 only. However, Pilar filled it up to P4,000.00 and negotiated the note to Pepe. For what amount are
Maria and Pilar liable to Pepe? Explain [1972 Bar Examinations].

40. A executed a bill of exchange for P500.00 in favor of B, who altered the amount to P5,000.00 and
presented the bill to the drawee for acceptance. The drawee, not knowing of the alteration which was neatly
done, accepted the bill. Thereafter, N negotiated the bill to C, who now seeks to hold the drawee liable for
P5,000.00. The drawee contends that under the rule on alteration, he can only be liable up to P500.00. Is the
drawee’s contention tenable? Can the drawee debit the amount of A, and if so, to what extent? Reasons
[1971 Bar Examinations].

I. MINORITY

41. X makes a promissory note for P10,000.00 payable to A, a minor, to help him to buy school books. A
endorses the note to B for value, who in turn endorses the note to C. C knows A is a minor. If C sues X on the
note, can X set up the defenses of minority and lack of consideration? Explain [1998 Bar Examinations].

42. X, without receiving consideration therefor, makes a promissory note for P500.00 payable to A, a minor,
to help him buy school books. A indorses the note to B, who, in turn, indorses the note to C. C knows A’s
minority. If C presents the note to X for payment, what are the possible defenses to be interposed by X? If C
sues X on the note, can X set up the defense of minority and lack of consideration? Explain [1989 Bar
Examinations].

WARRANTIES/LIABILITIES

J. ACCEPTOR

43. X draws a check against his current account with Ortigas Branch of Bonifacio Bank in favor of B. Although
X does not have sufficient funds, the bank honors the check when it was presented to payment. Apparently, X
has conspired with the bank’s bookkeeper so that his ledger card would show that he still has sufficient funds.
The bank files an action for recovery of the amount paid to B because the check presented has no sufficient
funds. Decide the case [1998 Bar Examinations].

K. NEGOTIATOR BY DELIVERY
 

44. Anna makes a promissory note payable to bearer and delivers it to Bing. In turn, Bing negotiates it by
mere delivery to Carmen, who indorses it specially to Dong. Dong negotiates it by special indorsement to
Emma, who negotiates it to Fe by mere delivery. Anna did not pay. To whom are Bing and Carmen liable? To
whom are Dong and Emma liable? Explain [1988 Bar Examinations].

L. INDORSERS

45. Alex issued a negotiable promissory note (PN) payable to Benito or order in payment of certain goods.
Benito indorsed the PN to Celso in payment of an existing obligation. Later, Alex found the goods to be
defective. While in Celso’s possession, the PN was stolen by Dennis who forged Celso’s signature and
discounted it with Edgar, a money lender who did not make inquiries about the PN. Edgar indorsed the PN to
Felix, a holder in due course. When Felix demanded payment of the PN from Alex, the latter refused to pay.
Dennis could no longer be located. What are the rights of Felix, if any, against Alex, Benito, Celso and Edgar?
Explain. Does Celso have any right of action against Alex, Benito and Felix? Explain [1995 Bar Examinations].
46. A drew a check for P1,000.00 on B, the Bank payable to the order of C and delivered the check to the latter
for value. C indorsed the check in blank and negotiated it to D, who lost it. At D’s request, A ordered payment
stopped by notifying B. The stop payment order was overlooked and the check was paid to E, who had taken
the check, without actual knowledge of the loss, in payment of merchandise sold to a stranger whom he
thought owned the check. D now sues the bank. Decide the case with brief reasons [1979 Bar Examinations].

INCIDENTS

M. NEGOTIATION

47. Richard Clinton makes a promissory note payable to bearer and deliverrs the same to Autora Page. The
latter, however, endorses it to X in this manner: “Payable to X, Signed: Aurora Page”. Later, X, without
endorsing the promissory note, transfers and delivers the same to Napoleon. The note is subsequently
dishonored by Richard Clinton. May Napoleon proceed against Richard Clinton for the note? [1998 Bar
Examinations].

48. On November 3, as payment for goods received, A gave to B his check drawn on PNB, Manila. B thereafter
negotiated the check to C. On November 10, C could not encash the check because the Bangko Sentral had
forbidden PNB to do business on grounds of insolvency. Can C hold A liable on the uncashed check? Can C
hold B liable instead on the uncashed check? Explain. If you were B, how would you negotiate the check to
negate future liability thereon? Explain [1987 Bar Examinations].

N. DISHONOR

49. When is notice of dishonor not required to be given to the drawer? [QUESTION NO. 1, 1996, Bar
Examinations].

SUGGESTED ANSWER:

Notice of dishonor is NOT required to be given to the drawer in any of the following cases:
 
a. Where the drawer (R) and Drawee (W) are the same person;

b. When the (W) is a fictitious person or a person NOT having capacity to contract;

c. When the (R) is a person to whom the instrument is presented for payment;

d. Where the (R) has NO right to expect or require that the (W) or ACCEPTOR (A) will honor the instrument.

50. A issued a promissory note to B dated January 1, 2002, in the following tenor: “I promise to pay to the
order of B P1,000.00 sixty days after date. (Sgd.) A”. The note was subsequently negotiated with proper
indorsement by B to C, C to D, and D to E, the holder. When E presented the note for payment to A, the latter
refused to pay. E then gave a notice of dishonor to C only. May E immediately proceed against B, C or D? What
should C do to protect his rights, if any, against A, B and D? Explain [1984 Bar Examinations].

51. X draws a bill of exchange against Y in favor of W for P1,000.00, requesting the drawee to pay on
December 24, 1962. W indorses the instrument to P on September 1 and on September 15 presents it for
acceptance. The bill is dishonored. P promptly sues W for payment. Will the case prosper? Give reasons for
your answer [1963 Bar Examinations].