Professional Documents
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Commlaw Reviewer Nego-In
Commlaw Reviewer Nego-In
Sec. 52. What constitutes a holder in due course. - A holder in due course is a holder who
has taken the instrument under the following conditions:
(b) That he became the holder of it before it was overdue, and without notice that it has been
previously dishonored, if such was the fact;
(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.
• Any one, therefore, who claims otherwise must prove that the holder in question acquired
the instrument with one or more of the conditions lacking
• The holder of the instrument must have become the holder before the instrument has
become overude
• Illustrations—
o One taking past due paper is chargeable with notice of all equities
between the original parties but nbt with equities between intermediate indorsers
• If the instrument is overdue, there might be something wrong with the instrument
AS TO ACCELERATED INSTRUMENTS
AS TO INTEREST
• One who purchases in good faith an instrument upon which the interest is
overdue is a holder in due course
• But where by the terms of the instrument, the principal was to become due upon default
of the payment of instrument, then one who takes the instrument upon which
the interest is overdue is not a holder in due course
• Good faith refers to the indorsee or transferee and not to the seller of the paper
• Taking in good faith means that he doesn't have any knowledge of fact which would
render it dishonest for him to take a particular piece of negotiable paper
• Holder without knowledge or notice of equities of any sort which could be set up against a
prior holder of an instrument
• Where the holder gave no valuable consideration for the transfer of the instrument to him,
he cannot be a holder in due course
• Generally, lesion or inadequacy of cause shall not invalidate a contract, unless there has been
fraud, mistake or undue influence
• An amount paid for an instrument if a trifling sum should be a red flag and may by itself
establish notice
DEFECTS OF TITLE
DEFENSES
• These include mistake, absence and failure of consideration covered in Section 28, minority
and other forms of incapacity, lack of authority of an agent
INFIRMITIES
o Wrong date inserted where the instrument is expressed to be payable at a fixed period after
sight is undated
o Forgery
o Material alteration
Sec. 53. When person not deemed holder in due course. - Where an instrument payable on
demand is negotiated on an unreasonable length of time after its issue, the holder is not
deemed a holder in due course.
Sec. 54. Notice before full amount is paid. - Where the transferee receives notice of any infirmity
in the instrument or defect in the title of the person negotiating the same before he has paid the full
amount agreed to be paid therefor, he will be deemed a holder in due course only to the extent of the
amount therefore paid by him.
Sec. 55. When title defective. - The title of a person who negotiates an instrument is defective within
the meaning of this Act when he obtained the instrument, or any signature thereto, by
fraud, duress, or force and fear, or other unlawful means, or for an illegal consideration, or when he
negotiates it in breach of faith, or under such circumstances as amount to a fraud.
Sec. 56. What constitutes notice of defect. - To constitutes notice of an infirmity in the
instrument or defect in 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.
2. Or of facts that his action in taking the instrument amounts to bad faith
ACTUAL KNOWLEDGE
• Bad faith consists in guilty knowledge, or willful ignorance, showing a vicious or evil mind
Sec. 57. Rights of holder in due course. - A holder in due course holds the
instrument free from any defect of title of prior parties, and free from defenses
available to prior parties among themselves, and may enforce payment of the instrument
for the full amount thereof against all parties liable thereon.
2. He may receive payment and if the payment is in due course, the instrument is discharged
3. He holds the instrument free from any defect of title of prior parties and
free from defenses available to prior parties among themselves
4. And he may enforce payment of the instrument for the full amount thereof
against all parties liable thereto
• Irrespective of difference between original and altered tenor, can collect only
limited amount—personal
EQUITABLE OR PERSONAL DEFENSES
• Attach to the instrument itself and can be set up against the whole
world, including a holder in due course
• But this could be raised in the instance that the holder has notice of the want in
consideration
• Where the instrument is mechanically complete and is not wanting in any material particular,
want of delivery is an equitable defense
• As against holders not in due course, it can be shown that no delivery was made, or that the
delivery was conditional or for a special purpose
• But where the instrument is payable to order, it is a real defense—for the person would have
to commit forgery on the instrument
• Relates to the quantity, quality, value or character of the consideration of the instrument
• It should refer to the substance of the thing which is the object of the contract, or those
conditions which have principally moved one or both parties to enter into the contract
• This fraud exists in those cases which a person without negligence has signed an
instrument which was in fact a negotiable instrument but was deceived as to
the character of the instrument and without knowledge of it
• Essential element is that the maker or indorser, as the case may be, must have exercised
ordinary diligence and in no manner contributed negligently to the imposition
Sec. 58. When subject to original defense. - In the hands of any holder other
than a holder in due course, a negotiable instrument is subject to the same defenses as if
it were non-negotiable. But a holder who derives his title through a holder in
due course, and who is not himself a party to any fraud or illegality affecting
the instrument, has all the rights of such former holder in respect of all
2. He may receive payment and if the payment is in due course, the instrument is discharged
4. But a holder not in due course who derives his title from a holder in due course and
who isn’t a party himself to any fraud or illegality affecting the instrument, has all the
rights of such former holder in respect of parties prior to the latter
THE HOLDER ACQUIRING FROM A HOLDER IN DUE COURSE HAS THE BURDEN OF
PROOF TO SHOW PREDECESSOR IS INDEED A HOLDER IN DUE COURSE
Sec. 59. Who is deemed holder in due course. - Every holder is deemed prima
facie to be a holder in due course; but when it is shown that the title of
any person who has negotiated the instrument was defective, the burden is on the holder to
prove that he or some person under whom he claims acquired the title as holder
in due course. But the last-mentioned rule does not apply in favor of a party who became bound on
the instrument prior to the acquisition of such defective title.
• It is presumed that the holder acquired the note under all the
circumstances required under Section 52
• Before the presumption arises, he must prove that he is the holder of the instrument,
that is, that he is the indorsee in possession of the instrument, as it is payable to
order
• When it is shown that the title of any person who has negotiated the instrument was
defective, the burden is on the holder to prove that he or some under whom he claims,
acquired the title as holder in due course
THE PRESUMPTION IS NOT APPLICABLE WHEN THE HOLDER’S TITLE WAS DEFECTIVE OR SUSPICIOUS