Académique Documents
Professionnel Documents
Culture Documents
2031)
> Act applies only to negotiable instruments and those meet requirements in Section 1
> Any case not provided in this Act, governed by existing legislation or in default – rules of law merchant
2 CHARACTERISTICS/FEATURES OF NI
1. Negotiability – quality/attribute where NI give the HDC the right to hold NI & collect sum payable
for himself FREE from defenses
*A bona fide holder, FREE from PERSONAL DEFENSES, may be subject to REAL DEFENSES.
2. Accumulation of Secondary Contracts (as they are transferred from one person to another)
1. BofE 6. Drafts
2. Bank check 7. Due bills
3. Bank notes 8. Check
4. Banker’s acceptance 9. Promissory Notes
5. Bonds 10. Trade acceptance
1. LETTER OF CREDIT
− letter from merchant/bank/banker in one place, addressed to another (place/country)
requesting the addressee to pay money/deliver goods to 3rd party
− letter requesting one person to make advances to 3rd person on the credit of writer
2. TREASURY WARRANT
− gov’t warrant for payment of money covering payment/replenishment of cash advances
for official expenditures
3. POSTAL MONEY ORDER
4. BILL OF LADING
− NO unconditional promise/order to pay a sum certain in money
5. CERTIFICATE OF STOCK
− written instrument signed by proper officer of corporation stating name of person (owner
of designated # of shares of its stock)
− NO unconditional promise/order to pay a sum certain in money
6. WAREHOUSE RECEIPT
− NO unconditional promise/order to pay a sum certain in money
TO DETERMINE THE NEGOTIABILITY OF AN INSTRUMENT, CONSIDER THE FF:
PN – maker, payee
BofE – drawer, drawee, payee (parties need NOT ALL be distinct persons. Thus, drawer may draw on
himself payable to his own order.)
Thirty days after date, pay to (unconditional order to pay) to A or order the sum of One Thousand
(P1000) Pesos. Value received and charges the same account of
(Sgd.) B
B – drawer
C- drawee; not really a party to the bill, assumes liability ONLY when he accepts the bill usually by writing
the word ACCEPTED and signs his name on the face where he becomes ACCEPTOR and NOT A
DRAWEE. By being this (acceptor), he becomes primarily liable like the MAKER of a note; DRAWER is
ONLY A SURETY then.
*The words (in BofE) CHARGE THE SAME TO THE ACCOUNT OF means amount to be paid by
DRAWEE is to be charged against the funds of DRAWER. But this may be omitted.
2 IDEA & PURPOSE OF BofE
> If DRAWEE refuses to accept when he has funds for purpose, he is LIABLE TO DRAWER (not to
PAYEE) for resulting damages & harm done to his (DRAWER) credit.
> -If DRAWER no funds in DRAWEE, presumed that DRAWER made arrangements with DRAWEE so
he will honor the bill. In such case, DRAWEE must look to the DRAWER for reimbursement and NOT
TO BONA FIDE HOLDER.
> If instrument calls for an ACT OTHER THAN payment of money – NON-NEGOTIABLE
> A note giving the MAKER the right to ascertain the AMOUNT payable – NON-NEGOTIABLE
> A promise to pay P1000 in “two installments” or “in installments” – NON-NEGOTIABLE
> Acceleration at option of HOLDER – NON-NEGOTIABLE
> Acceleration at option of MAKER – NEGOTIABLE
− The MAKER can avoid acceleration by paying the installments on their due date
> The promise/order to pay “w/ exchange” – NEGOTIABLE
− EXCHANGE – charge for providing funds, may be fixed/current rate; eg. compensating balance)
> Payment in FOREIGN CURRENCY – NEGOTIABLE
> Payment w/ EXCHANGE RATE – NEGOTIABLE
− applicable only to foreign bills
> If payment not made at maturity, then there is ADDED amount due (eg. Cost of collection, attorney’s
fee) – NEGOTIABLE
> Attorney’s fee may be REDUCED by courts if found UNREASONABLE; if attorney’s fee NOT
specified, it shall be in REASONABLE SUM.
> A provision of “to pay ALL costs, charges and expenses incurred by PAYEE in ANY legal proceedings
for collection of debt” – NON-NEGOTIABLE
> Acquisition of instrument AFTER MATURITY
− a transferee acquiring an instrument when it is OVERDUE would NOT BE HDC & would hold
instrument subject to defenses, as if it were NON-NEGOTIABLE.
> An instrument payable w/ CONTINGENCY (an uncertain future event, or an event w/c may or may not
happen) is NON-NEGOTIABLE, and the happening of the event DOES NOT cure the defect.
Still NEGOTIABLE:
> NO DATE
− If there is a date stated but there is no such date in calendar, the law will deem the NEAREST
DATE of the month the date intended
> NO VALUE given
− eg. NO written “for value received”
> NO PLACE where it is drawn or is payable
− An instrument that does not specify the place of payment is presumed to be payable at the
place/residence/business of MAKER/DRAWER.
> WITH SEAL
> Designates a PARTICULAR KIND of current money as payment
− eg. I promise to pay A or order P1000 in Central Bank of fifty peso bills
> Where the instrument is issued, accepted, or indorsed when OVERDUE, it is, as regards the person
so issuing, accepting, or indorsing it, PAYABLE ON DEMAND.
> An OVERDUE instrument is a DEMAND paper. A HOLDER has immediate right of payment for money
promised/ordered to be paid.
> Instead of ON DEMAND, other acceptable terms can be used:
- at sight (used in BofE) - on call
- on presentation - at anytime called for
> PAYABLE ON DEMAND as regards the MAKER (late issuance), the ACCEPTOR (late received), the
INDORSER (late indorsed)
• Expressed to be SO PAYABLE.
But an instrument payable to bearer, A is NON-NEGOTIABLE, since the word BEARER in such
case describes A, therefore, payable to A DEFINITE PERSON ONLY
• Payable to person named therein or BEARER.
eg. Pay to A or bearer P1000; Pay to B or holder P1000
• Payable to order of FICTITIOUS PERSON and such fact was KNOWN to person making it so payable.
eg. Pay to King Kong or order P1000
• The bill is PAYABLE TO BEARER and NOT TO ORDER because King Kong is a fictitious
(feigned/pretended) person.
• Name of PAYEE is not name of any person.
eg. Pay to the order of Queen of Planet Venus, Pay to cash, Pay to money, Pay to sundries
• The intention of the DRAWER is to make the instrument a BEARER PAPER negotiable by delivery.
• Only/last INDORSEMENT [as used in the law, refers only to NI] is indorsement in BLANK.
PRESUMPTION AS TO DATE
> If instrument BEARS A DATE, it is PRESUMED to be the TRUE DATE (prima facie) made by maker,
drawn by drawer, accepted by drawee, or indorsed by payee/holder.
− He who claims that some other date is the true date has the burden to ESTABLISH the CLAIM.
> Instrument is VALID although it is ANTE-DATED (earlier than true date) or POST-DATED (later than
true date), provided that it is NOT DONE for illegal/fraudulent purpose (eg. Bouncing check, NSF).
> The person TO WHOM an instrument is dated is delivered acquires the TITLE thereto as of the date of
delivery.
> The ANTE-DATED/POST-DATED may be negotiated BEFORE/AFTER the date given as long as it is
NOT NEGOTIATED AFTER ITS MATURITY.
> ANY HOLDER may insert therein the true date of issue/acceptance and the instrument shall be
payable accordingly.
> The insertion of a WRONG DATE DOES NOT avoid the instrument in the hands of the SUBSEQUENT
HDC; but as to him the date so inserted is to be regarded as the TRUE DATE.
> The insertion of WRONG DATE constitutes MATERIAL ATERATION.
1. Sum payable expressed both in WORDS and in FIGURES, discrepancy between the two : SUM in
WORDS ; WORDS are AMBIGUOUS/UNCERTAIN : FIGURES may be the reference
2. Instrument w/ interest but NO DATE specifies, interest runs from the date of instrument; if instrument
is UNDATED, from issue thereof.
3. Instrument UNDATED, considered to be dated as of time it was ISSUED.
4. WRITTEN vs PRINTED provisions of instrument, WRITTEN provisions prevail.
> written words are deemed to express the true intention of the MAKER/DRAWER because
they are placed there by himself w/o any particular contract in view.
5. Instrument is AMBIGUOUS whether note or bill, the HOLDER may treat it as EITHER at HIS
ELECTION
6. Signature placed in instrument UNCLEAR what capacity person making the same intended to sign,
he is deemed INDORSER.
Usual placement of signatures:
MAKER - lower right- DRAWEE - lower left- HOLDER - back
hand corner hand corner
7. Instrument contain words “I promise to pay” signed by TWO OR MORE PERSONS, they are deemed
to be JOINTLY AND SEVERALLY LIABLE thereon.
> ”I promise to pay” signed by 2 or more persons – SOLIDARY LIABILITY (anyone of the signers
may be held liable for the whole amount of instrument)
> ”We promise to pay” signed by 2 or more persons – JOINT LIABILITY (there are as many debts
are there are debtors, each debt being considered distinct and separate from each other)
GENERALLY only persons whose signatures appear on an instrument ARE LIABLE thereon EXCEPT:
1. Where a person signs in a trade or assumed name.
2. The PRINCIPAL is liable if a duly authorized agent signs on his own behalf.
3. In case of forgery, the FORGER is LIABLE even if his signature does not appear on the
instrument.
4. When the ACCEPTOR makes his acceptance of a bill on a SEPARATE paper.
5. Where a person makes a WRITTEN promise to ACCEPT a BILL BEFORE it is drawn.
> MAKER/DRAWER may sign instrument PERSONALLY or by another DULY AUTHORIZED by him
> authority of the AGENT may be shown, as in other cases of agency, to have been given ORALLY or in
WRITING subject to the provisions of the STATUTE OF FRAUDS. It has been held competent for the
AGENT to sign simply the PRINCIPAL’S NAME and to show his authority to do so by other evidence
> MERE addition of DESCRIPTIVE WORDS w/o DISCLOSING the PRINCIPAL will not relieve signer
from personal liability, although he add to his signature the word AGENT, TRUSTEE,
ADMINISTRATOR, GUARDIAN, or DIRECTOR (words added are but description personae –
describing the person who signed the instrument)
PROCURATION – act by w/c a PRINCIPAL gives power to another to act in HIS PLACE as he could
himself.
> has special and technical meaning; gives a WARNING that the AGENT has but a LIMITED
AUTHORITY so that IT IS the duty of the person dealing w/ him to INQUIRE into the extent of his
(AGENT) authority.
> The PRINCIPAL is NOT BOUND if the agent has exceeded the ACTUAL LIMITS of his authority,
although he may acted w/in the general scope of the agency.
> Instead of “per procuration”, “per proc.”, “P.P.”, or “pp” may be used.
SIGNATURE is wholly INOPERATIVE & NO RIGHT can be acquired through FORGED SIGNATURE
1. Where signature on instrument is affixed by one who DOES NOT claim to act as an agent and
who has NO AUTHORITY to bind the person whose signature he has forged; and
2. Where signature is affixed by one who purports to be an AGENT BUT NO AUTHORITY to bind
the ALLEGED principal.
> ANY person in possession of BEARER instrument is ALWAYS the bearer thereof, although he may
have NO legal RIGHT thereto. Meaning, if instrument is negotiated to HDC, the latter may acquire
BETTER RIGHT than transferor.
> NO NEGOTIATION if the transfer does NOT make the transferee the HOLDER of instrument.
eg. If M makes a note payable to P or order, then P delivers w/o indorsement to A, negotiation is NOT
affected because A, by such transfer, DOES NOT become the HOLDER. – just an ordinary
ASSIGNMENT because it is ORDER instrument but NOT indorsed.
> *PAYMENT of check (or other bill) by drawee-bank is NOT NEGOTIATION and does NOT make bank
the HOLDER; BANK is not the payee or indorsee; check is EXTINGUISHED and CANNOT be put in
circulation again to bind the drawer or indorser.
> The writing of HOLDER’s name on the back of the check before surrendering for PAYMENT to
drawee-bank is NOT INDORSEMENT. Signature merely serves as RECEIPT OF MONEY. Upon
payment, the CHECK becomes merely a VOUCHER, NOT a transfer of TITLE thereto.
> Indorsement be written on INSTRUMENT itself or upon paper attached (allonge) thereto.
> Signature of INDORSER, w/o additional words, is SUFFICIENT INDORSEMENT.
> INDORSEMENT (from Latin in dorsa – writing on the back) – writing of indorser’s name on the
instrument w/ the intent EITHER 1.) to transfer TITLE to the same, or 2.) to STRENGTHEN security of
HOLDER by assuming contingent liability for its future payment, OR BOTH.
> Indorsement w/o delivery conveys NO TITLE and NO HOLDER.
NECESSITY OF INDORSEMENTS
1. Essential to the execution and for FURTHER NEGOTATION of ORDER instrument.
eg. Note payable: “to the order of P”, P must indorse it BEFORE it can be further negotiated
2. Not necessary to a mere ASSIGNMENT.
− Thus, one can acquire title w/o indorsement of ORDER instrument but he CANNOT be HDC
thereof although entitled to indorsement made.
3. Determines SUBSEQUENT negotiations or transfer of instrument.
− Indorsement may determine whether another indorsement can be further negotiated [special
indorsement] – w/ indorsee name;
− or NO further indorsement required for negotiation because it is converted into a BEARER
instrument negotiated by DELIVERY [blank instrument] – w/ indorsee signature only;
− or RESTRICTED for further negotiation [restrictive indorsement] – w/ additional words w/c
prohibit/limit further negotiation)
FORM OF INDORSEMENT
> Law does NOT require EXCLUSIVE FORM by w/c indorsement be accomplished but must be
WRITTEN, in ink, printed, (rubber) stamped, typewritten, or any means that will create a mark.
LOCATION OF INSTRUMENT
1. On instrument itself
− As a matter of practice, indorsement is WRITTEN AT THE BACK of instrument (dorsal portion
of instrument) but it may be written on the face (although it would entail risk of being held liable
as co-maker [PN] or co-drawer [BofE].
2. Upon paper attached thereto (allonge)
− A paper that is merely clipped/pinned to an instrument is NOT an ALLONGE, and anything
written on it CANNOT be considered as INDORSEMENT. Accordingly, person in possession
of instrument is NOT the HOLDER.
− If there is still space for indorsements, the use of ALLONGE should be avoided so as not to
cause CONFUSION on ORDER OF LIABILITY of indorsers.
KINDS OF INDORSEMENT
> If instrument originally payable to ORDER, INDORSEMENT NECESSARY for FURTHER negotiation
of instrument.
> If instrument originally payable to BEARER, it may be further negotiated by indorsement or even by
mere delivery but REMAINS a BEARER instrument even if specially indorsed. (BEARER ALWAYS A
BEARER.)
> If instrument is payable to ORDER on its face and the ONLY or LAST indorsement is in BLANK, it is
CONVERTED into BEARER instrument.
> If instrument is payable to BEARER on its face, ANY indorsement, whether SPECIAL or BLANK, does
NOT change as BEARER instrument. (BEARER ALWAYS A BEARER.)
> A BLANK INDORSEMENT may be negotiated by delivery, or by indorsement and delivery.
> However, ORDER instrument SPECIALLY INDORSED AFTER BLANK INDORSEMENT reacquires
status as ORDER INSTRUMENT.
eg. ORDER instrument indorsed: SPECIAL → SPECIAL → BLANK (becomes a BEARER instrument)
→ SPECIAL (becomes ORDER instrument, again) → SPECIAL
BLANK → SPECIAL
Pay to A
(Sgd.) P
Pay to B
(sgd.) A
RESTRICTIVE INDORSEMENT
b. Constitutes INDORSEE the AGENT OF INDORSER (AGENCY type: AGENT NO TITLE to instrument;
holds instrument as AGENT of principal, the restrictive indorser subject to restrictive indorsement.)
“Pay to B for collection”
“Pay to B for collection and remittance”
“Pay to B for collection only”
“Pay to B for deposit”
Mere absence of words of negotiability does NOT make the indorsement restrictive.
*BUT if there are restrictive words stated like “only”, it prevents further negotiation, become restrictive
indorsement, and NON-NEGOTIABLE.