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74917

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Republic of the Philippines

FIRST DIVISION

G.R. No. 74917 January 20, 1988

BANCO DE ORO SAVINGS AND MORTGAGE BANK, petitioner,

vs.
EQUITABLE BANKING CORPORATION, PHILIPPINE CLEARING HOUSE CORPORATION, AND REGIONAL
TRIAL COURT OF QUEZON CITY, BRANCH XCII (92), respondents.

GANCAYCO, J.:
This is a petition for review on certiorari of a decision of the Regional Trial Court of Quezon City promulgated on March 24, 1986 in Civil Case No. Q-46517 entitled
Banco de Oro Savings and Mortgage Bank versus Equitable Banking Corporation and the Philippine Clearing House Corporation after a review of the Decision of
the Board of Directors of the Philippine Clearing House Corporation (PCHC) in the case of Equitable Banking Corporation (EBC) vs. Banco de Oro Savings and
Mortgage (BCO), ARBICOM Case No. 84033.

The undisputed facts are as follows:

It appears that some time in March, April, May and August 1983, plaintiff through its Visa Card
Department, drew six crossed Manager's check (Exhibits "A" to "F", and herein referred to as Checks)
having an aggregate amount of Forty Five Thousand Nine Hundred and Eighty Two & 23/100
(P45,982.23) Pesos and payable to certain member establishments of Visa Card. Subsequently, the
Checks were deposited with the defendant to the credit of its depositor, a certain Aida Trencio.

Following normal procedures, and after stamping at the back of the Checks the usual endorsements.
All prior and/or lack of endorsement guaranteed the defendant sent the checks for clearing through the
Philippine Clearing House Corporation (PCHC). Accordingly, plaintiff paid the Checks; its clearing
account was debited for the value of the Checks and defendant's clearing account was credited for the
same amount,

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Thereafter, plaintiff discovered that the endorsements appearing at the back of the Checks and
purporting to be that of the payees were forged and/or unauthorized or otherwise belong to persons
other than the payees.

Pursuant to the PCHC Clearing Rules and Regulations, plaintiff presented the Checks directly to the
defendant for the purpose of claiming reimbursement from the latter. However, defendant refused to
accept such direct presentation and to reimburse the plaintiff for the value of the Checks; hence, this
case.

In its Complaint, plaintiff prays for judgment to require the defendant to pay the plaintiff the sum of
P45,982.23 with interest at the rate of 12% per annum from the date of the complaint plus attorney's
fees in the amount of P10,000.00 as well as the cost of the suit.

In accordance with Section 38 of the Clearing House Rules and Regulations, the dispute was
presented for Arbitration; and Atty. Ceasar Querubin was designated as the Arbitrator.

After an exhaustive investigation and hearing the Arbiter rendered a decision in favor of the plaintiff and
against the defendant ordering the PCHC to debit the clearing account of the defendant, and to credit
the clearing account of the plaintiff of the amount of P45,982.23 with interest at the rate of 12% per
annum from date of the complaint and Attorney's fee in the amount of P5,000.00. No pronouncement
as to cost was made. 1

In a motion for reconsideration filed by the petitioner, the Board of Directors of the PCHC affirmed the decision of the
said Arbiter in this wise:

In view of all the foregoing, the decision of the Arbiter is confirmed; and the Philippine Clearing House
Corporation is hereby ordered to debit the clearing account of the defendant and credit the clearing
account of plaintiff the amount of Forty Five Thousand Nine Hundred Eighty Two & 23/100
(P45,982.23) Pesos with interest at the rate of 12% per annum from date of the complaint, and the
Attorney's fee in the amount of Five Thousand (P5,000.00) Pesos.

Thus, a petition for review was filed with the Regional Trial Court of Quezon City, Branch XCII, wherein in due
course a decision was rendered affirming in toto the decision of the PCHC.

Hence this petition.

The petition is focused on the following issues:

1. Did the PCHC have any jurisdiction to give due course to and adjudicate Arbicom Case No. 84033?

2. Were the subject checks non-negotiable and if not, does it fall under the ambit of the power of the PCHC?

3. Is the Negotiable Instrument Law, Act No. 2031 applicable in deciding controversies of this nature by the PCHC?

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4. What law should govern in resolving controversies of this nature?

5. Was the petitioner bank negligent and thus responsible for any undue payment?

Petitioner maintains that the PCHC is not clothed with jurisdiction because the Clearing House Rules and
Regulations of PCHC cover and apply only to checks that are genuinely negotiable. Emphasis is laid on the primary
purpose of the PCHC in the Articles of Incorporation, which states:

To provide, maintain and render an effective, convenient, efficient, economical and relevant exchange
and facilitate service limited to check processing and sorting by way of assisting member banks,
entities in clearing checks and other clearing items as defined in existing and in future Central Bank of
the Philippines circulars, memoranda, circular letters, rules and regulations and policies in pursuance to
the provisions of Section 107 of R.A. 265. ...

and Section 107 of R.A. 265 which provides:

xxx xxx xxx

The deposit reserves maintained by the banks in the Central Bank, in accordance with the provisions of
Section 1000 shall serve as a basis for the clearing of checks, and the settlement of interbank balances
...

Petitioner argues that by law and common sense, the term check should be interpreted as one that fits the articles of
incorporation of the PCHC, the Central Bank and the Clearing House Rules stating that it is a negotiable instrument
citing the definition of a "check" as basically a "bill of exchange" under Section 185 of the NIL and that it should be
payable to "order" or to "bearer" under Section 126 of game law. Petitioner alleges that with the cancellation of the
printed words "or bearer from the face of the check, it becomes non-negotiable so the PCHC has no jurisdiction over
the case.

The Regional Trial Court took exception to this stand and conclusion put forth by the herein petitioner as it held:

Petitioner's theory cannot be maintained. As will be noted, the PCHC makes no distinction as to the
character or nature of the checks subject of its jurisdiction. The pertinent provisions quoted in
petitioners memorandum simply refer to check(s). Where the law does not distinguish, we shall not
distinguish.

In the case of Reyes vs. Chuanico (CA-G.R. No. 20813 R, Feb. 5, 1962) the Appellate Court
categorically stated that there are four kinds of checks in this jurisdiction; the regular check; the
cashier's check; the traveller's check; and the crossed check. The Court, further elucidated, that while
the Negotiable Instruments Law does not contain any provision on crossed checks, it is coon practice
in commercial and banking operations to issue checks of this character, obviously in accordance with
Article 541 of the Code of Commerce. Attention is likewise called to Section 185 of the Negotiable
Instruments Law:

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Sec. 185. Check defined. — A check is a bill of exchange drawn on a bank payable on
demand. Except as herein otherwise provided, the provisions of this act applicable to a bill
of exchange payable on demand apply to a check

and the provisions of Section 61 (supra) that the drawer may insert in the instrument an express
stipulation negating or limiting his own liability to the holder. Consequently, it appears that the use of
the term "check" in the Articles of Incorporation of PCHC is to be perceived as not limited to negotiable
checks only, but to checks as is generally known in use in commercial or business transactions.

Anent Petitioner's liability on said instruments, this court is in full accord with the ruling of the PCHC
Board of Directors that:

In presenting the Checks for clearing and for payment, the defendant made an express
guarantee on the validity of "all prior endorsements." Thus, stamped at the back of the
checks are the defendant's clear warranty; ALL PRIOR ENDORSEMENTS AND/OR
LACK OF ENDORSEMENTS GUARANTEED. With. out such warranty, plaintiff would not
have paid on the checks.

No amount of legal jargon can reverse the clear meaning of defendant's warranty. As the
warranty has proven to be false and inaccurate, the defendant is liable for any damage
arising out of the falsity of its representation.

The principle of estoppel, effectively prevents the defendant from denying liability for any
damage sustained by the plaintiff which, relying upon an action or declaration of the
defendant, paid on the Checks. The same principle of estoppel effectively prevents the
defendant from denying the existence of the Checks. (Pp. 1011 Decision; pp. 4344, Rollo)

We agree.

As provided in the aforecited articles of incorporation of PCHC its operation extend to "clearing checks and other
clearing items." No doubt transactions on non-negotiable checks are within the ambit of its jurisdiction.

In a previous case, this Court had occasion to rule: "Ubi lex non distinguish nec nos distinguere debemos." 2 It was
enunciated in Loc Cham v. Ocampo, 77 Phil. 636 (1946):

The rule, founded on logic is a corollary of the principle that general words and phrases in a statute
should ordinarily be accorded their natural and general significance. In other words, there should be no
distinction in the application of a statute where none is indicated.

There should be no distinction in the application of a statute where none is indicated for courts are not authorized to
distinguish where the law makes no distinction. They should instead administer the law not as they think it ought to
be but as they find it and without regard to consequences. 3

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The term check as used in the said Articles of Incorporation of PCHC can only connote checks in general use in
commercial and business activities. It cannot be conceived to be limited to negotiable checks only.

Checks are used between banks and bankers and their customers, and are designed to facilitate banking
operations. It is of the essence to be payable on demand, because the contract between the banker and the
customer is that the money is needed on demand. 4

The participation of the two banks, petitioner and private respondent, in the clearing operations of PCHC is a
manifestation of their submission to its jurisdiction. Sec. 3 and 36.6 of the PCHC-CHRR clearing rules and
regulations provide:

SEC. 3. AGREEMENT TO THESE RULES. — It is the general agreement and understanding that any
participant in the Philippine Clearing House Corporation, MICR clearing operations by the mere fact of
their participation, thereby manifests its agreement to these Rules and Regulations and its subsequent
amendments."

Sec 36.6. (ARBITRATION) — The fact that a bank participates in the clearing operations of the PCHC
shall be deemed its written and subscribed consent to the binding effect of this arbitration agreement
as if it had done so in accordance with section 4 of the Republic Act No. 876, otherwise known as the
Arbitration Law.

Further Section 2 of the Arbitration Law mandates:

Two or more persons or parties may submit to the arbitration of one or more arbitrators any controversy
existing between them at the time of the submission and which may be the subject of an action, or the
parties of any contract may in such contract agree to settle by arbitration a controversy thereafter
arising between them. Such submission or contract shall be valid and irrevocable, save upon grounds
as exist at law for the revocation of any contract.

Such submission or contract may include question arising out of valuations, appraisals or other
controversies which may be collateral, incidental, precedent or subsequent to any issue between the
parties. ...

Sec. 21 of the same rules, says:

Items which have been the subject of material alteration or items bearing forged endorsement when
such endorsement is necessary for negotiation shall be returned by direct presentation or demand to
the Presenting Bank and not through the regular clearing house facilities within the period prescribed
by law for the filing of a legal action by the returning bank/branch, institution or entity sending the same.
(Emphasis supplied)

Viewing these provisions the conclusion is clear that the PCHC Rules and Regulations should not be interpreted to
be applicable only to checks which are negotiable instruments but also to non-negotiable instruments and that the
PCHC has jurisdiction over this case even as the checks subject of this litigation are admittedly non-negotiable.
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Moreover, petitioner is estopped from raising the defense of non-negotiability of the checks in question. It stamped
its guarantee on the back of the checks and subsequently presented these checks for clearing and it was on the
basis of these endorsements by the petitioner that the proceeds were credited in its clearing account.

The petitioner by its own acts and representation can not now deny liability because it assumed the liabilities of an
endorser by stamping its guarantee at the back of the checks.

The petitioner having stamped its guarantee of "all prior endorsements and/or lack of endorsements" (Exh. A-2 to F-
2) is now estopped from claiming that the checks under consideration are not negotiable instruments. The checks
were accepted for deposit by the petitioner stamping thereon its guarantee, in order that it can clear the said checks
with the respondent bank. By such deliberate and positive attitude of the petitioner it has for all legal intents and
purposes treated the said cheeks as negotiable instruments and accordingly assumed the warranty of the endorser
when it stamped its guarantee of prior endorsements at the back of the checks. It led the said respondent to believe
that it was acting as endorser of the checks and on the strength of this guarantee said respondent cleared the
checks in question and credited the account of the petitioner. Petitioner is now barred from taking an opposite
posture by claiming that the disputed checks are not negotiable instrument.

This Court enunciated in Philippine National Bank vs. Court of Appeals 5 a point relevant to the issue when it stated
the doctrine of estoppel is based upon the grounds of public policy, fair dealing, good faith and justice and its
purpose is to forbid one to speak against his own act, representations or commitments to the injury of one to whom
they were directed and who reasonably relied thereon.

A commercial bank cannot escape the liability of an endorser of a check and which may turn out to be a forged
endorsement. Whenever any bank treats the signature at the back of the checks as endorsements and thus logically
guarantees the same as such there can be no doubt said bank has considered the checks as negotiable.

Apropos the matter of forgery in endorsements, this Court has succinctly emphasized 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. This is laid down in the case of
PNB vs. National City Bank. 6 In another case, this court held that if the drawee-bank discovers that the signature of
the payee was forged after it has paid the amount of the check to the holder thereof, it can recover the amount paid
from the collecting bank. 7

A truism stated by this Court is that — "The doctrine of estoppel precludes a party from repudiating an obligation
voluntarily assumed after having accepted benefits therefrom. To countenance such repudiation would be contrary
to equity and put premium on fraud or misrepresentation". 8

We made clear in Our decision in Philippine National Bank vs. The National City Bank of NY & Motor Service Co.
that:

Where a check is accepted or certified by the bank on which it is drawn, the bank is estopped to deny
the genuineness of the drawers signature and his capacity to issue the instrument.

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If a drawee bank pays a forged check which was previously accepted or certified by the said bank, it
can not recover from a holder who did not participate in the forgery and did not have actual notice
thereof.

The payment of a check does not include or imply its acceptance in the sense that this word is used in
Section 62 of the Negotiable Instruments Act. 9

The point that comes uppermost is whether the drawee bank was negligent in failing to discover the alteration or the
forgery. Very akin to the case at bar is one which involves a suit filed by the drawer of checks against the collecting
bank and this came about in Farmers State Bank 10 where it was held:

A cause of action against the (collecting bank) in favor of the appellee (the drawer) accrued as a result
of the bank breaching its implied warranty of the genuineness of the indorsements of the name of the
payee by bringing about the presentation of the checks (to the drawee bank) and collecting the
amounts thereof, the right to enforce that cause of action was not destroyed by the circumstance that
another cause of action for the recovery of the amounts paid on the checks would have accrued in
favor of the appellee against another or to others than the bank if when the checks were paid they have
been indorsed by the payee. (United States vs. National Exchange Bank, 214 US, 302, 29 S CT665, 53
L. Ed 1006, 16 Am. Cas. 11 84; Onondaga County Savings Bank vs. United States (E.C.A.) 64 F 703)

Section 66 of the Negotiable Instruments ordains that:

Every indorser who indorsee without qualification, warrants to all subsequent holders in due course' (a)
that the instrument is genuine and in all respects what it purports to be; (b) that he has good title to it;
(c) that all prior parties have capacity to contract; and (d) that the instrument is at the time of his
indorsement valid and subsisting. 11

It has been enunciated in an American case particularly in American Exchange National Bank vs. Yorkville Bank 12
that: "the drawer owes no duty of diligence to the collecting bank (one who had accepted an altered check and had
paid over the proceeds to the depositor) except of seasonably discovering the alteration by a comparison of its
returned checks and check stubs or other equivalent record, and to inform the drawee thereof." In this case it was
further held that:

The real and underlying reasons why negligence of the drawer constitutes no defense to the collecting
bank are that there is no privity between the drawer and the collecting bank (Corn Exchange Bank vs.
Nassau Bank, 204 N.Y.S. 80) and the drawer owe to that bank no duty of vigilance (New York Produce
Exchange Bank vs. Twelfth Ward Bank, 204 N.Y.S. 54) and no act of the collecting bank is induced by
any act or representation or admission of the drawer (Seaboard National Bank vs. Bank of America
(supra) and it follows that negligence on the part of the drawer cannot create any liability from it to the
collecting bank, and the drawer thus is neither a necessary nor a proper party to an action by the
drawee bank against such bank. It is quite true that depositors in banks are under the obligation of
examining their passbooks and returned vouchers as a protection against the payment by the
depository bank against forged checks, and negligence in the performance of that obligation may

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relieve that bank of liability for the repayment of amounts paid out on forged checks, which but for such
negligence it would be bound to repay. A leading case on that subject is Morgan vs. United States
Mortgage and Trust Col. 208 N.Y. 218, 101 N.E. 871 Amn. Cas. 1914D, 462, L.R.A. 1915D, 74.

Thus We hold that while the drawer generally owes no duty of diligence to the collecting bank, the law imposes a
duty of diligence on the collecting bank to scrutinize checks deposited with it for the purpose of determining their
genuineness and regularity. The collecting bank being primarily engaged in banking holds itself out to the public as
the expert and the law holds it to a high standard of conduct.

And although the subject checks are non-negotiable the responsibility of petitioner as indorser thereof remains.

To countenance a repudiation by the petitioner of its obligation would be contrary to equity and would deal a
negative blow to the whole banking system of this country.

The court reproduces with approval the following disquisition of the PCHC in its decision —

II. Payments To Persons Other

Than The Payees Are Not Valid

And Give Rise To An Obligation

To Return Amounts Received

Nothing is more clear than that neither the defendant's depositor nor the defendant is entitled to receive
payment payable for the Checks. As the checks are not payable to defendant's depositor, payments to
persons other than payees named therein, their successor-in-interest or any person authorized to
receive payment are not valid. Article 1240, New Civil Code of the Philippines unequivocably provides
that:

"Art. 1240. Payment shall be made to the person in whose favor the obligation has been
constituted, or his successo-in-interest, or any person authorized to receive it. "

Considering that neither the defendant's depositor nor the defendant is entitled to receive payments for
the Checks, payments to any of them give rise to an obligation to return the amounts received. Section
2154 of the New Civil Code mandates that:

Article 2154. If something is received when there is no right to demand it, and it was
unduly delivered through mistake, the obligation to return it arises.

It is contended that plaintiff should be held responsible for issuing the Checks notwithstanding that the
underlying transactions were fictitious This contention has no basis in our jurisprudence.

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The nullity of the underlying transactions does not diminish, but in fact strengthens, plaintiffs right to
recover from the defendant. Such nullity clearly emphasizes the obligation of the payees to return the
proceeds of the Checks. If a failure of consideration is sufficient to warrant a finding that a payee is not
entitled to payment or must return payment already made, with more reason the defendant, who is
neither the payee nor the person authorized by the payee, should be compelled to surrender the
proceeds of the Checks received by it. Defendant does not have any title to the Checks; neither can it
claim any derivative title to them.

III. Having Violated Its Warranty

On Validity Of All Endorsements,

Collecting Bank Cannot Deny

liability To Those Who Relied

On Its Warranty

In presenting the Checks for clearing and for payment, the defendant made an express guarantee on
the validity of "all prior endorsements." Thus, stamped at the bank of the checks are the defendant's
clear warranty: ALL PRIOR ENDORSEMENTS AND/OR LACK OF ENDORSEMENTS
GUARANTEED. Without such warranty, plaintiff would not have paid on the checks.

No amount of legal jargon can reverse the clear meaning of defendant's warranty. As the warranty has
proven to be false and inaccurate, the defendant is liable for any damage arising out of the falsity of its
representation.

The principle of estoppel effectively prevents the defendant from denying liability for any damages
sustained by the plaintiff which, relying upon an action or declaration of the defendant, paid on the
Checks. The same principle of estoppel effectively prevents the defendant from denying the existence
of the Checks.

Whether the Checks have been issued for valuable considerations or not is of no serious moment to
this case. These Checks have been made the subject of contracts of endorsement wherein the
defendant made expressed warranties to induce payment by the drawer of the Checks; and the
defendant cannot now refuse liability for breach of warranty as a consequence of such forged
endorsements. The defendant has falsely warranted in favor of plaintiff the validity of all endorsements
and the genuineness of the cheeks in all respects what they purport to be.

The damage that will result if judgment is not rendered for the plaintiff is irreparable. The collecting
bank has privity with the depositor who is the principal culprit in this case. The defendant knows the
depositor; her address and her history, Depositor is defendant's client. It has taken a risk on its
depositor when it allowed her to collect on the crossed-checks.

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Having accepted the crossed checks from persons other than the payees, the defendant is guilty of
negligence; the risk of wrongful payment has to be assumed by the defendant.

On the matter of the award of the interest and attorney's fees, the Board of Directors finds no reason to
reverse the decision of the Arbiter. The defendant's failure to reimburse the plaintiff has constrained the
plaintiff to regular the services of counsel in order to protect its interest notwithstanding that plaintiffs
claim is plainly valid just and demandable. In addition, defendant's clear obligation is to reimburse
plaintiff upon direct presentation of the checks; and it is undenied that up to this time the defendant has
failed to make such reimbursement.

WHEREFORE, the petition is DISMISSED for lack of merit without pronouncement as to costs. The decision of the
respondent court of 24 March 1986 and its order of 3 June 1986 are hereby declared to be immediately executory.

SO ORDERED.

Teehankee, C.J., Narvasa, Cruz and Paras, JJ., concur.

Footnotes

1 Decision, pp. 23, pp. 3536, Rollo. These are the findings of facts in the said decision of the Philippine
Clearing House Corporation (PCHC), board of directors in Arbitration Case No. 84033, which are final
and conclusive upon all parties in said arbitration dispute appealable only on question of law. (Section
13 PCHC-ARR, rules of procedure).

2 Phil. Veiriah Assurance Co. Inc. vs. The Honorable Intermediate Appellate Court, Sycwin Coating and
Wires Inc. and Aminador Cacpal Chief Deputy Sheriff of Manila D.R. 72005.

3 Loc Cham va. Ocampo, supra.

4 Harker v. Anderson, 21 Wend. (N.Y.), 2 Sto. 502, Fed. Case No. 1, 985; Merchants National Bank v.
Bank 10 Wall (U.S.) 647,19 L. Ed. 1008; Wood River Bank v. Bank 36 Neb. 744 N.W. 239,

5 94 SCRA 357.

6 63 Phil. 711.

7 Republic Bank va. Ebrada, 65 SCRA 680.

8 10 Saura Import & Export Co., 24 SCRA 974.

9 Supra.

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10 Markel vs. United States, 62 F ed. 178.

11 Ang Tiong vs.Ting, L-16767, Feb. 28, 1968, 22 SCRA 713.

12 204 N.Y.S. 621 101 N.E. 87l Anm. Cas. 1914D, 462, L.RA. 191D, 74.

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