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FACTS:
Security Bank and Trust Company (Security Bank), a commercial banking institution, through its Sucat Branch
issued 280 certificates of time deposit (CTDs) in favor of Angel dela Cruz who deposited with Security Bank
the total amount of P1,120,000
Angel delivered the CTDs to Caltex for his purchase of fuel products
March 18, 1982: Angel informed Mr. Tiangco, the Sucat Branch Manager that he lost all CTDs, submitted the
required Affidavit of Loss and received the replacement
March 25, 1982: Angel dela Cruz negotiated and obtained a loan from Security Bank in the amount of
P875,000 and executed a notarized Deed of Assignment of Time Deposit
November, 1982: Mr. Aranas, Credit Manager of Caltex went to the Sucat branch to verifythe CTDs declared
lost by Angel
November 26, 1982: Security Bank received a letter from Caltex formally informing it of its possession of the
CTDs in question and of its decision to pre-terminate the same.
December 8, 1982: Caltex was requested by Security Bank to furnish:
a copy of the document evidencing the guarantee agreement with Mr. Angel dela Cruz
the details of Mr. Angel's obligation against which Caltex proposed to apply the time deposits
Security Bank rejected Caltex demand for payment bec. it failed to furnish a copy of its agreement w/ Angel
April 1983, the loan of Angel dela Cruz with Security Bank matured
Caltex filed a complaint praying the bank to pay 1,120,000 plus 16% interest
ISSUE:
1.
2.
W/N Caltex as holder in due course can rightfully recover on the CTDs
The documents provide that the amounts deposited shall be repayable to the depositor
depositor = bearer
If it was really the intention of respondent bank to pay the amount to Angel de la Cruz only, it
could have with facility so expressed that fact in clear and categorical terms in the documents, instead of having
the word "BEARER" stamped on the space provided for the name of the depositor in each CTD
negotiability or non-negotiability of an instrument is determined from the writing, that is, from the face of the
instrument itself
2. NO.
although the CTDs are bearer instruments, a valid negotiation thereof for the true purpose and agreement
between it and De la Cruz, as ultimately ascertained, requires both deliveryand indorsement
CTDs were in reality delivered to it as a security for De la Cruz' purchases of its fuel products
There was no negotiation in the sense of a transfer of the legal title to the CTDs in favor of petitioner in
which situation, for obvious reasons, mere delivery of the bearer CTDs would have sufficed.
Where the holder has a lien on the instrument arising from contract, he is deemed a holder for value to the
extent of his lien.
As such holder of collateral security, he would be a pledgee but the requirements therefor and the
effects thereof, not being provided for by the Negotiable Instruments Law, shall be governed by the Civil Code
provisions on pledge of incorporeal rights:
Art. 2095. Incorporeal rights, evidenced by negotiable instruments, . . . may also be pledged. The instrument proving
the right pledged shall be delivered to the creditor, and if negotiable, must be indorsed.
Art. 2096. A pledge shall not take effect against third persons if a description of the thing pledged and the date of the
pledge do not appear in a public instrument.
Art. 1625. An assignment of credit, right or action shall produce no effect as against third persons, unless it appears in
a public instrument, or the instrument is recorded in the Registry of Property in case the assignment involves real
property.
CONSOLIDATED PLYWOOD V. IFC 149 SCRA 448
FACTS:
Petitioner bought from Atlantic Gulf and Pacific Company, through its sister company Industrial Products Marketing,
two used tractors. Petitioner was issued a sales invoice for the two used tractors. At the same time, the
deed of sale with chattel mortgage with promissory note was issued.
Simultaneously, the seller assigned the deed of sale with chattel mortgage and promissory note to respondent. The
used tractors were then delivered but barely 14 days after, the tractors broke down. The seller sent mechanics
HELD:
It is patent that the seller is liable for the breach in warranty against the petitioner. This liability as a general rule
extends to the corporation to whom it assigned its rights and interests unless the assignee is a holder in due
course of the promissory note in question, assuming the note is negotiable, in which case, the latters rights
are based on a negotiable instrument and assuming further that the petitioners defense may not prevail
against it.
The promissory note in question is not a negotiable instrument. The promissory note in question lacks the socalled words of negotiability. And as such, it follows that the respondent can never be a holder in due course but
remains merely an assignee of the note in question. Thus, the petitioner may raise against the respondents
all defenses available to it against the seller.
GARCIA VS LLAMAS
FACTS:
Romeo Garcia and Eduardo de Jesus borrowed P400K and issued a promissory note binding themselves
solidarily to Dionisio Llamas
Llamas filed a complaint for sum of money and damages against Garcia and de Jesus.
Garcia: signed merely as an accommodation party
CA: no novation
ISSUE: W/N de Jesus is not be liable as an accomodation party because note is non-negotiable
By its terms, the note was made payable to a specific person rather than to bearer or to order- a requisite for
negotiability under Act 2031, the Negotiable Instruments Law (NIL). Hence, petitioner cannot avail himself of the
NILs provisions on the liabilities and defenses of an accommodation party.
Besides, a non-negotiable note is merely a simple contract in writing and is evidence of suchintangible rights
as may have been created by the assent of the parties
The promissory note is thus covered by the general provisions of the Civil Code, not by the NIL
Even granting arguendo that the NIL was applicable, still, petitioner would be liable for the promissory note.
Under Article 29 of Act 2031, an accommodation party is liable for the instrument to a holder for value
even if, at the time of its taking, the latter knew the former to be only anaccommodation party.
The relation between an accommodation party and the party accommodated is, in effect, one
of principal and surety