Negotiable Instruments | Justice Caldona Javier | Tiambeng

The Negotiable Instruments Law Negotiable Instruments in General

Applicability Form & Interpretation
o Applies only to negotiable instruments
Section 1: Form of negotiable instruments
o Supplementary application of other laws

Function & importance An instrument to be negotiable must conform to the

o Used as substitute for money following requirements:
o Media of exchange for most commercial transactions
o Serve as a medium of credit transactions a. It must be in writing and signed by the maker or drawer;
b. Must contain an unconditional promise or order to pay
Characteristics / Features a sum certain in money;
Negotiability c. Must be payable on demand or at a fixed or
▪ It may pass from one person to another similar to determinable future time;
money, so as to give the holder in due course the
d. Must be payable to order or bearer; and
right to collect on the instrument the sum payable
for himself free from any defect in the title of any e. Where the instrument is addressed to a drawee, he must
of the prior parties / defenses available to them be named or otherwise indicated therein with reasonable
among themselves certainty.
Accumulation of secondary contracts
▪ Once an instrument is issued, add’l parties can Commercial Paper
become involved • Written promises / obligations that arise out
Forms of commercial transactions from the use of
such instruments as promissory notes & bills of
Common forms exchange
▪ Promissory notes Formal requirements of negotiability in general
▪ Bills of exchange
o Issuer has ordered a 3rd person to pay • Form & content
o *checks: special form / kind of bill of • Matters to be considered
exchange o The whole of the instrument
o Only what appears on the face of the
Special types instrument
▪ Promissory notes o Provisions of Nego
o Certificates of deposits, bank notes, due
bills, bonds Formal requirements
▪ Bills of exchange • In writing
o Drafts, trade acceptances, banker’s • Signed by maker / drawer
acceptances • Contain an unconditional promise
(promissory note) / order (bills of exchange)
Doubts resolved in favor of negotiability to pay
o To encourage the free circulation of the negotiable • Payable in a sum certain in money
papers because of the admittedly indispensable • Payable at a fixed / determinable future time
function that they perform in commercial business / on demand
transactions in any given country & the world at large • Payable to order
• Payable to bearer
Instruments w/ Limited Negotiability • Drawee must be named
o Letter of credit
o Trust receipt Non-negotiable instrument
o Treasury warrant • Does not meet the requirements to qualify as
o Postal money order a negotiable one
o Bill of lading • Negotiable in its inception, has lost its
o Certificate of stock quality of negotiability
o Warehouse receipt • Simple contract in writing
o Pawn ticket • May not be negotiated

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Negotiable Instruments | Justice Caldona
Promissory note
• Negotiable promissory note: unconditional
promise in writing made by one person to
another, signed by the maker, engaging to
pay on demand, or at a fixed /
determinable future time, a sum certain in
money to order / to bearer
• Written promise to pay a sum of money
• Maker - payee
Bill of exchange
• Negotiable bill of exchange: 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 upon demand / at a fixed /
determinable future time a sum certain in
money to order / to bearer
• Order made by one person to another to
pay money to a 3rd person
• Drawer – drawee - payee
Section 2: Certainty as to sum; what constitutes
The sum payable is a sum certain within the meaning of
this Act, although it is to be paid –
a. With interest; or
b. By stated installments; or
c. By stated installments with a provision that, upon
default in payment of any installment or of interest, the whole
shall become due; or
d. With exchange, whether at a fixed rate or at the current
rate; or
within the meaning of this Act though coupled with –
e. With costs of collection or an attorney’s fee, in case
payment shall not be made at maturity.
reimbursement is to be made or a particular account to be
debited with the amount; or
▪ To assure clarity & certainty in determining the
value of the instrument
instrument.
Payment of fixed amount of money
• Intended as substitute for money
not unconditional.
Permissible clauses / stipulations
• w/ interest, by stated installments, w/
exchange, w/ costs of collection, / w/ atty’s
fees
With interest
o At a fixed rate
o At increased / reduced rate
o Accrual / rate of interest not specified
Stated installments
o Interest of each installment & due date must
be fixed
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o W/ acceleration clause
▪ Acceleration dependent on
maker
▪ Acceleration at option of holder =
non-negotiable
With exchange
o Charge for the expense of providing funds
at the place where the instrument is payable
to meet the instrument w/c is issued at
another place
o May be at a fixed rate or at the current rate
o Payment in foreign currency
o Payment w/ exchange rate
▪ Drawn in one country, payable in
another
With costs of collection / atty’s fee
o Increase in amount due effective after
maturity
▪ “To pay all costs, charges &
expenses including atty’s fee
incurred by the payee in any legal
proceedings for the collection of
the debt” – non-negotiable
o Liability for atty’s fee
▪ May be reduced by courts if
found unconscionable
o Acquisition of instrument after maturity
▪ Would not be a holder in due
course
▪ Non-negotiable
Section 3: When promise is unconditional
An unqualified order or promise to pay is unconditional
a. An indication of a particular fund out of which
b. A statement of the transaction which gives rise to the
But an order or promise to pay out of a particular fund is
Implied promise to pay
• Any words equivalent to a promise /
assumption of responsibility for the payment
of the note on the face of an instrument are
sufficient to constitute a promise to pay
Bear acknowledgment of indebtedness
• IOU
• Not a negotiable instrument
• Unless stated to be paid on 30 Sept
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Negotiable Instruments | Justice Caldona
Bill of exchange
• “order”, “let the bearer”, “drawee will much
oblige drawer to pay P or order”
• Mere request to pay is insufficient
• Immaterial whether drawee obeys order to
pay / not
Particular Fund
Reimbursement
o “Pay to the order of P 1000 & reimburse
yourself from the rentals of my house”
▪ Drawee may pay amount out of
any fund
▪ Still negotiable
Payment
o Non-negotiable
o Amount to be paid is made to depend
upon the adequacy / existence of the fund
designated
Particular Account to be debited
• Negotiable
• Promise / order is not made conditional
Statement of transaction w/c gives rise to
instrument
Mere recital of consideration for instrument /
origin of transaction
o Negotiable
o “I promise to pay to the order of P400 000
being the price of a car this day sold &
delivered to me”, “asper our contract”, “in
accordance w/ our contract”
Terms & conditions contained in another paper
o Not negotiable
o Obligation to pay is burdened w/ the terms
& conditions of another contract
o “subject to / governed by the terms &
conditions of our contract executed by us
on ___”
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Section 4: Determinable future time; what
constitutes
An instrument is payable at a determinable future time,
within the meaning of this Act, which is expressed to be
payable –
a. At a fixed period after date or sight; or
b. On or before a fixed or determinable future time
specified therein; or
c. On or at a fixed period after the occurrence of a specified
event which is certain to happen, though the time of happening
be uncertain.
An instrument payable upon a contingency is not
negotiable, and the happening of the event does not cure the
defect.
Examples of non-negotiable
• Payable before the occurrence of the
specified event
o Can only be ascertained after it has
become overdue
• Payable upon contingency
o “upon reaching age of majority”
o May die before reaching age of
majority
o Contingency: an uncertain future
event, an event which may or may not
happen
Section 5: Additional provisions not affecting
negotiability
An instrument which contains an order or promise to do
any act in addition to the payment of money is not negotiable.
But the negotiable character of an instrument otherwise
negotiable is not affected by a provision which -
a. Authorizes the sale of collateral securities in case the
instrument be not paid at maturity; or
b. Authorizes a confession of judgment if the instrument
be not paid at maturity; or
c. Waives the benefit of any law intended for the advantage
or protection of the obligor; or
d. Gives the holder an election to require something to be
done in lieu of payment of money.
But nothing in this section shall validate any provision or
stipulation otherwise illegal.
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Negotiable Instruments | Justice Caldona
General Rule
• Instrument is non-negotiable if it contains a
promise or order to do any act in addition
to payment of money
Exceptions
Sale of collateral securities
o Add’l act is to be performed after the date
of maturity when the instrument is no longer
negotiable
Confession of Judgment
o Enables the holder to obtain a judgment
w/o delay usually incident to a lawsuit
o Eliminates the necessity of trial
o Warrants of atty to confess judgment are not
authorized nor contemplated by our law
▪ Does not render instrument non-
negotiable
o Confession of judgment given after the
action is brought to save expenses is valid
Waiver of Benefit Granted by Law
o Notice of dishonor
o Protest, presentment for payment, demand
Section 6: Omissions; Seal; Particular Money
The validity and negotiable character of an instrument are
not affected by the fact that –
a. It is not dated; or
b. Does not specify the value given, or that any value has
been given therefor; or
c. Does not specify the place where it is drawn or the place
where it is payable; or
d. Bears a seal; or
e. Designates a particular kind of current money in which
payment is to be made.
But nothing in this section shall alter or repeal any statute
requiring in certain cases the nature of the consideration to be
stated in the instrument.
Effect of Omission of Date
Date of instrument generally not necessary
o Considered to be dated as of the time it
was issued
When date necessary
o Where said date is tied to the date of issue
▪ Undated note is payable 30 days
after date
o Where interest is stipulated for determining
when the interest is to run
Javier | Tiambeng
o For purpose of determining whether a party
acted w/in a reasonable time in making
presentment for payment
▪ In the case of promissory note,
date of issue & in the case of bill
of exchange, the date of the last
negotiation thereof
Date Stated not in Calendar
o Nearest date of month will be considered
date intended
Effect of Omission of Value
• Usual to state that it is given for “value
received” w/o specifying what that value is
Effect of Omission of Place
• Presumed to be payable at the place of
residence or business of the maker / drawer
Effect of Presence of Seal
• Does not destroy its negotiability
• Advisable to have bill / note appear in a
public instrument so that it will be included
among the preferred credits w/ respect to
other property of debtor
Effect of Designation of Particular Kind of
Current Money Payable
• Money is not necessarily limited to “legal
tender”
Section 7: When Payable on Demand
An instrument is payable on demand –
a. Where it is expressed to be payable on demand, or at
sight, or on presentation; or
b. In which no time for payment is expressed.
Where an instrument is issued, accepted or indorsed when
overdue, it is, as regards the person so issuing, accepting, or
indorsing it, payable on demand.
▪ Expressed to be payable on demand
o Overdue instrument is necessarily a demand
paper
▪ No time for payment is expressed
▪ Payable on demand as regards the maker
▪ Payable on demand as regards the acceptor
▪ Payable on demand as regards the indorser
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Negotiable Instruments | Justice Caldona
Section 8: When Payable to Order1
The instrument is payable to order where it is drawn
payable to the order of a specified person or to him or his order.
It may be drawn payable to the order of:
a. A payee who is not maker, drawer, or drawee; or
b. The drawer or maker; or
c. The drawee; or
d. Two or more payees jointly; or
e. One or more of several payees; or
f. The holder of an office for the time being.
Where the instrument is payable to order, the payee must
be named or otherwise indicated therein with reasonable
certainty.
▪ Any other words may be used indicating a similar
intention on the part of the maker / drawer to
make the instrument freely transferable to some
person / persons other than the one to whom it
was originally issued
▪ Not essential that the words “to the order of” / “or
order” be used
o To “P & assigns”
▪ If payee is not named / described = non-
negotiable
Section 9: When Payable to Bearer
The instrument is payable to bearer –
a. When it is expressed to be so payable; or
b. When it is payable to a person named therein or bearer;
or
c. When it is payable to the order of a fictitious or non-
existing person, and such fact was known to the person making
it so payable; or
d. When the name of the payee does not purport to be the
name of any person; or
e. When the only or last indorsement is an indorsement in
blank.
▪ Bearer: person in possession of a bill / note w/c
is payable to bearer / legally qualifies as a
bearer instrument
▪ Payment to any person in possession thereof in
good faith & w/o notice that his title is defective,
/ after maturity = discharges instrument
▪ Delivery is enough to effect negotiation
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Postal money orders: payable to a specific person
Treasury warrant: limited to a particular allocation, not unconditional
Javier | Tiambeng
▪ Fictitious person
o One who has no right to an instrument bec
maker / drawer so intended
o Doesn’t matter if living, dead, / never existed
o GR [Fictitious Payee Rule]: drawee bank
isn’t liable for such checks & drawer bears
the loss
o Exception: commercial bad faith = bank is
liable
▪ Blank indorsement cannot make a non-
negotiable instrument – negotiable as a bearer
instrument
Section 10: Terms, when sufficient
The instrument need not follow the language of this Act,
but any terms are sufficient which clearly indicate an intention
to conform to the requirements hereof.
▪ Advisable to conform to forms prescribed by law
in order to avoid uncertainty
▪ Not required to use exact words of law
▪ As long as the clear intention of the parties to
make the instrument negotiable can be
determined, the law will give it force & effect
▪ An instrument may be negotiable though written
in a foreign language
▪ Mere defect in language / grammatical error
does not render an instrument non-negotiable
Section 11: Date, presumption as to
Where the instrument or an acceptance or any
indorsement thereon is dated, such date is deemed prima facie
to be the true date of the making, drawing, acceptance or
indorsement, as the case may be.
▪ Presumed to be date when:
o Made by maker
o Drawn by drawer
o Accepted by drawee
o Indorsed by payee / holder
▪ When date necessary to determine maturity
o Where instrument is payable at a fixed
period after date
o Where instrument is payable at a fixed
period after sight / presentment
▪ Date of issue of PN / date of last negotiation of
BoE is essential for determining whether a party
has acted w/in a reasonable time
o Otherwise, persons secondarily liable may
be released from their liability
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Negotiable Instruments | Justice Caldona
Section 12: Ante-dated & Post-dated
The instrument is not invalid for the reason that it is ante-
dated or post-dated, provided this is 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.
▪ Ante-dated: contains a date earlier than the
true date of its issuance
▪ Post-dated: contains a date later than the true
date of its issuance
▪ If done for an illegal / fraudulent purpose =
instrument invalid
o Ante-dating: to conceal the charge of
usurious interest
o Post-dating: issuing PDC in payment of an
obligation bec of insufficiency of funds w/o
bona fide intention to cover the amt of
check
▪ If payee was informed, no estafa (no
deceit)
Section 13: When date may be inserted
Where an instrument expressed to be payable at a fixed
period after date is issued undated, or where the acceptance of
an instrument payable at a fixed period after sight is undated,
any holder may insert therein the true date of issue or
acceptance, and the instrument shall be payable accordingly.
The insertion of a wrong date does not avoid the instrument in
the hands of a subsequent holder in due course; but as to him
the date so inserted is to be regarded as the true date.
When holder is authorized to put a date in an
instrument
• Where an instrument is payable at a fixed
period after date but is issued undated
• Where an instrument is payable at a fixed
period after sight but the acceptance is
undated
Effect of insertion of wrong date
Holder w/ knowledge
o Avoid instrument as to him
As to subsequent holder in due course
o Date inserted, even if wrong, is to be
regarded as the true date
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Section 14: Blanks, when may be filled
Where the instrument is wanting in any material
particular, the person in possession thereof has a prima facie
authority to complete it by filling up the blanks therein. And
a signature on a 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 a reasonable time. But if any such instrument, after
completion, is negotiated to a holder in due course, 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.
▪ Applies to an incomplete instrument w/c has
been delivered by the maker / drawer to the
payee
▪ Authority to fill up blanks for date, due date,
name of payee, amount, rate of interest, / name
of drawer
▪ No authority to alter amount, or insert words “or
order” / “or bearer” after name of payee
▪ Defense that instrument had not been filled up in
accordance w/ authority given & w/in
reasonable time is not available as against a
holder in due course
Section 15: Incomplete instrument not
delivered
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.
▪ Applies to an incomplete instrument undelivered
▪ Defense even against a holder in due course
o Under certain circumstances, negligence on
the part of the maker may render him liable
to a holder in due course
▪ Instrument can be enforced against indorsers
o They warrant that the instrument is genuine &
in all respects what it purports to be
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Negotiable Instruments | Justice Caldona
Section 16: Delivery; when effectual; when
presumed
Every contract on a negotiable instrument is incomplete
and revocable until delivery of the instrument for the purpose
of giving effect thereto. As between immediate parties and as
regards a remote party other than a holder in due course, the
delivery, in order to be effectual, must be made either by or
under the authority of the party making, drawing, accepting or
indorsing, as the case may be; and in such case, the 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. But where the instrument is in the hands of a
holder in due course, a valid delivery thereof by all parties prior
to him so as to make them liable to him is conclusively
presumed. And 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.
▪ Applies to a complete instrument but undelivered
▪ Every contract on negotiable instrument is
incomplete & revocable until its delivery for the
purpose of giving it effect
o Delivery: transfer of possession, actual /
constructive, from 1 person to another
o Issue: 1st delivery of instrument, in complete
form, to a person who takes it as holder
o Holder: payee / indorsee of a bill / note
who is in possession of it, / bearer thereof
▪ Complete instrument found in the possession of
an immediate party / a remote party other than
a holder in due course
o Prima facie presumption of delivery, but
subject to rebuttal
o Undelivered instrument is inoperative
▪ Delivery is a prerequisite to liability
o Immediate Parties
▪ Having / being held to know of the
conditions / limitations placed upon
the delivery of the instrument
▪ Contemplates privity not proximity
o Remote Parties: not in direct contractual
relation to each other
▪ Delivered conditionally / for a special purpose
o If delivery was made / authorized, it may be
shown to have been conditional, / for a
special purpose only & not to transfer the
property (title) to the instrument
▪ When delivery is made = presumed to
be made w/ intention to transfer
ownership of instrument to payee
▪ In the hands of a holder in due course
o Conclusive presumption: valid delivery by all
parties prior to him
▪ Admission of evidence to the contrary
is not allowed
Javier | Tiambeng
Section 17: Construction where instrument is
ambiguous
Where the language of the instrument is ambiguous or
there are omissions therein, the following rules of construction
apply:
a. Where the sum payable is expressed in words and also
in figures and there is a discrepancy between the two, the sum
denoted by the words is the sum payable; but if the words are
ambiguous or uncertain, reference may be had to the figures to
fix the amount;
b. Where the instrument provides for the payment of
interest, without specifying the date from which interest is to
run, the interest runs from the date of the instrument, and if
the instrument is undated, from the issue thereof;
c. Where the instrument is not dated, it will be considered
to be dated as of the time it was issued;
d. Where there is a conflict between the written and
printed provisions of the instrument, the written provisions
prevail;
e. Where the instrument is so ambiguous that there is
doubt whether it is a bill or note, the 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 words “I promise
to pay” is signed by two or more persons, they are deemed to
be jointly and severally liable thereon.
▪ Applicable only when the instrument is ambiguous
/ uncertain / when there are omissions
▪ Sums expressed in words & figures different
o Sum expressed in words controls
▪ Words ambiguous / uncertain
o Refer to figures to determine true amt
▪ Date when stipulated interest to run not specified
o Fr date of inst / if undated, fr date of issue
▪ Instrument undated
o Considered dated as of the date of its issue
▪ Written & printed words in conflict
o Deemed to express true intention bec they
are placed there by himself
▪ Whether instrument bill / note in doubt
o Holder may treat either at his election
▪ Capacity in w/c person signed in doubt
o He is deemed to be an indorser
o Drawer’s signature: lower right-hand corner
o Drawee’s name: lower left-hand corner
o Holder negotiates by signing on the back
▪ Instrument signed by 2 or more persons
o “I promise to pay” = solidary liability
o “We promise to pay” = joint liability
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Negotiable Instruments | Justice Caldona Javier | Tiambeng
Section 18: Liability of person signing in trade Section 20: Liability of person signing as agent,
or assumed name etc.

No person is liable on the instrument whose signature does Where the instrument contains or a person adds to his
not appear thereon, except as herein otherwise expressly signature words indicating that he signs for or on behalf of a
provided. But one who signs in a trade or assumed name will principal, or in a representative capacity, he is not liable on the
be liable to the same extent as if he had signed in his own name. instrument if he was duly authorized; but the mere addition of
words describing him as an agent, or as filling a representative
character, without disclosing his principal, does not exempt
Persons Liable on an Instrument him from personal liability.
• General rule
o Only persons whose signatures appear
▪ In order that agent who signs a negotiable
on an instrument
instrument may escape personal liability:
• Exceptions
o He is duly authorized
o Where a person signs in a trade /
o He adds words to his signature indicating
assumed name
that he signs as an agent, that is, for or on
o Principal is liable if a duly authorized
behalf of a principal, or in a representative
agent signs on his own behalf
capacity
o In case of forgery, the forger is liable
o He discloses his principal
even if his signature does not appear
▪ If he does not disclose his principal, he is
on the instrument
personally liable on the instrument by a 3rd party
o Where the acceptor makes his
holder
acceptance of a bill on a separate
o If sued by payee, he may introduce
paper
evidence that he signed only in a
o Where a person makes a written
representative capacity & payee knew this
promise to accept a bill before it is
to be the case
drawn
• One who signs in a trade name / assumed Section 21: Signature by Procuration; Effect of
name is liable as if he signed his own name
o Necessary that the party who signed
intended to be bound by his signature A signature by “procuration” operates as notice that the
o Person’s business name serves the same agent has but limited authority to sign, and the principal is
purpose that would be served by his bound only in case the agent in so signing acted within the
signature actual limits of his authority

Section 19: Signature by Agent; Authority;

▪ Procuration
How shown o Act by w/c a principal gives power to
another to act in his place as he could
The signature of any party may be made by a duly himself
authorized agent. No particular form of appointment is o Agency / proxy
necessary for this purpose and the authority of the agent may ▪ Effect of signature by procuration
be established as in other cases of agency. o Gives a warning that the agent has but a
limited authority
o Duty of the person dealing w/ him to inquire
into the extent of his authority
▪ Principal is not bound if agent has exceeded
actual limits of his authority

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Negotiable Instruments | Justice Caldona
Section 22: Effect of Indorsement by Infant or
Corporation
The indorsement or assignment of the instrument by a
corporation or by an infant passes the property therein,
notwithstanding that from want of capacity, the corporation
or infant may incur no liability thereon.
Effect of Indorsement by Incapacitated Persons
• Minors
o Voidable
o Not bound by his indorsement for lack
of capacity
o Not incapacitated to transfer certain
rights
o Not a personal defense, but a real
defense
▪ May also disaffirm & recover
instrument from a holder in due
course
o May be held bound by his signature in
an instrument
▪ Guilty of actual fraud committed
by specifically stating that he is of
age when, in fact he is not
• Other incapacitated persons
o Real defense
▪ Available even against a holder in
due course
Effect of Indorsement by a Corporation
• Corporation committed ultra vires acts / acts
beyond its powers
o Not liable on notes in a suit thereon by
an indorsee, where the corporation is
w/o capacity to make the contract in
fulfillment of w/c they were executed
• One who deals w/ officers / agents of a
corporation is bound to know, at his own
peril, their powers & extent of authority
Section 23: Forged Signature; Effect
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
discharge 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.
▪ Forgery: counterfeit-making or fraudulent
alteration of any writing, & may consist in the
signing of another’s name or the alteration of an
instrument in the name, amount, description of the
person and the like, w/ intent thereby to defraud
Javier | Tiambeng
Cases of Forgery
• Signature is affixed by one who does not
claim to act as an agent & who has no
authority to bind the person whose signature
he has forged
• Signature is affixed by one who purports to
be an agent but has no authority to bind
the alleged principal
Promissory Notes
o Forgery of an indorsement on the note
o Forgery of the maker’s signature
Bills of Exchange
o Forgery of an indorsement on the bill
o Forgery of the drawer’s signature
▪ w/ acceptance by the drawee, or
▪ w/o such acceptance but the bill
is paid by the drawee
Effect of Forged Signature
• Signature is wholly inoperative
• No right can be acquired
• A real defense even against a holder in due
course
Exceptions
o If the party against whom it is sought to
enforce such right is precluded from setting
up the forgery / want of authority
▪ Those who by their acts, silence, /
negligence, are estopped from
setting up the defense of forgery
▪ Those who warrant / admit the
genuineness of the signatures
• Indorsers
• Acceptors
• Persons negotiating by
delivery
o Warranty extends
only to immediate
transferee
o Where the forged signature is not necessary
to the holder’s title, in w/c case the forgery
may be disregarded
Rights of Parties in Cases of Forged
Indorsements
• Rights may still exist & be enforced by virtue
of such instrument as to those whose
signatures thereto are found to be genuine
Note Payable to Order
o Party whose indorsement is forged is NOT
liable to any holder, even a holder in due
course
Note Payable to Bearer
o Party whose indorsement is forged is liable
to a holder in due course
9
Negotiable Instruments | Justice Caldona
Bill Payable to Order
o Party whose indorsement is forged is NOT
liable to any holder, even a holder in due
course
Bill Payable to Bearer
o Drawee may debit the drawer’s acct in spite
of forged indorsement
o Drawee cannot recover from the holder
Proof of Forgery
• Clear & convincing evidence
• Not presumed
Section 124: Alteration of Instrument; Effect of
Where a negotiable instrument is materially altered
without the assent of all parties liable thereon, it is avoided
except as against a party who has himself made, authorized or
assented to the alteration and subsequent indorsers.
But when an instrument has been materially altered and is
in the hands of a holder in due course not a party to the
alteration, he may enforce payment thereof according to its
original tenor.
▪ Material Alteration: any change in the
instrument w/c affects the liability of the parties in
any way as specified in Sec 125, / changes the
contract of the parties in any respect
▪ Refers to physical alterations of the instrument
Alteration by a Party
• Discharges the instrument to all & prior
parties thereto who did not give their
consent to such alteration
• Exceptions: does not discharge as against
o Party who has made the alteration
o Party who authorized / assented to
alteration
o Indorsers who indorsed subsequent to
alteration
Alteration by a Stranger
• Called spoliation
• Has no effect upon the instrument if the
original meaning can be ascertained
Right of Holder in Due Course
• May enforce payment according to its
original tenor
Javier | Tiambeng
Section 125: What constitutes a material
alteration – Any alteration which changes:
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; or which adds a place of payment where no place of
payment is specified, or any other change or addition which
alters the effect of the instrument in any respect, is a material
alteration.
▪ Any other alteration is immaterial & will not
discharge the instrument
▪ The ff. are included:
o Substitution of the words “or bearer” for “or
order”
o Writing “ protest waived” above a blank
indorsement”
o Erasure of “without recourse” above the
signature of an indorser
▪ All checks w/ erasures, alterations &/ deficiency,
regardless of any signature or initials that appear
to indicate authorization of the alteration or
erasure, shall no longer be eligible or
acceptable for clearing
o Does not indicate date, payee, amount
payable, etc
o Except PDCs bearing the specified Bank
Stamp
Consideration
Section 24: Presumption of Consideration
Every negotiable instrument is deemed prima facie to have
been issued for a valuable consideration, and every person
whose signature appears thereon to have become a party
thereto for value.
▪ Consideration: immediate, direct, / essential
reason w/c induces a party to enter into a
contract
▪ Not necessary that consideration be expressly
stated
▪ Presumed to have been executed for a valuable
consideration & every person whose signature
appears thereon has become a party thereto for
value
▪ May be rebutted / disproved by evidence to the
contrary
10
Negotiable Instruments | Justice Caldona
Section 25: Value; What Constitutes
Value is any consideration sufficient to support a simple
contract. An antecedent or pre-existing debt constitutes value;
and is deemed such whether the instrument is payable on
demand or at a future time.
▪ Valuable consideration need not be adequate;
it is sufficient if it is a valuable one
Section 26: What Constitutes Holder for Value
Where value has at any time been given for the instrument,
the holder is deemed a holder for value in respect to all parties
who become such prior to that time.
▪ Holder for value: one who has given a valuable
consideration for the instrument issued /
negotiated to him
▪ A holder of a negotiable instrument is presumed
to be a holder for value
Section 27: When lien on instrument
constitutes holder for value
Where the holder has a lien on the instrument arising
either from contract or by implication of law, he is deemed a
holder for value to the extent of his lien.
▪ One who has taken a negotiable instrument as
collateral security for a debt has a lien on the
instrument
▪ Amt of instrument > debt secured
o Pledgee is holder for value to the extent of
his lien
o Must deliver surplus to pledgor
▪ Amt of instrument ≤ debt secured
o Pledgee is holder for value for full amt
▪ Party liable has defenses
o If defenses of party liable on instrument are
real defenses, then pledgee can recover
nothing upon the instrument
Section 28: Effect of Want of Consideration
Absence or failure of consideration is a matter of defense
as against any person not a holder in due course; and partial
failure of consideration is a defense pro tanto, whether the
failure is an ascertained and liquidated amount or otherwise.
▪ Absence of consideration: total lack of any
valid consideration for the contract
▪ Failure of consideration: failure / refusal of 1 of
the parties to do, perform / comply w/
consideration agreed upon
Javier | Tiambeng
Section 29: Liability of Accommodation Party
An accommodation party is one who has signed the
instrument as maker, drawer, acceptor or indorser, without
receiving 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.
▪ Accommodation note / bill: one to w/c the
accommodation party has put his name, w/o
consideration
o Loan of one’s credit
▪ Accommodation party: one who has signed the
instrument as maker, acceptor, or indorser, w/o
receiving value therefor & for purpose of lending
his name to another party
▪ Accommodated party: one in whose favor a
person signs an instrument for the purpose of
lending his credit & enabling said party to raise
money upon it
o Impliedly agrees to take up the instrument at
maturity & indemnify the accommodation
party against the consequences of non-
payment
▪ W/o receiving value therefor: no value has
been received for the negotiable instrument, not
w/o receiving payment for lending his name
Liability of Accommodation Party to Holder
• Absence of consideration, not a defense
o Absence of consideration bet
accommodation party &
accommodated party does not of itself
constitute a valid defense against
holder for value
• Accommodation party, in effect, a surety
o Accommodation party may recover
from the accommodated party for
reimbursement
Accommodation Party v Regular Party
Accommodation Party Regular Party
Signs w/o receiving value Signs instrument for value
Signs to lend his name to some Not for that purpose
other person
May always show by parol Cannot disclaim / limit personal
evidence that he is only such liability as appearing on the
instrument by parol evidence
Cannot avail of defense of May avail of said defense
absence / failure of against a holder not in due
consideration against a holder course
not in due course
May sue accommodated party May not sue any subsequent
for reimbursement party for reimbursement
11
Negotiable Instruments | Justice Caldona
Negotiation
Section 30: What Constitutes Negotiation
An instrument is negotiated when it is transferred from
one person to another in such manner as to constitute the
transferee the holder thereof. If payable to bearer, it is
negotiated by delivery; if payable to order, it is negotiated by
the indorsement of the holder completed by delivery.
Modes of Transfer of a Negotiable Instrument
Issue
o 1st delivery of instrument complete in form, to
a person who takes it as holder
Negotiation
o Operates to make transferee of a
negotiable instrument the holder thereof
o Ordinarily involves indorsement
o No negotiation if transfer does not make the
transferee the holder of the instrument
o Payment of instrument by drawee is not
negotiation
▪ Discharge of instrument, not a
transfer of title
Methods of Negotiation
❖ Payable to Order
o Indorsement + delivery
❖ Payable to Bearer
o Negotiated by mere delivery
❖ *delivery = actual / constructive transfer of
possession
Delivery of Order Instrument w/o Indorsement
❖ Transfer operates as an ordinary assignment
o Assignee is merely placed in the
position of the assignor
❖ Transferee does not become holder
❖ Where indorsement subsequently obtained
o Assignee acquires right to have
indorsement of assignor
o Operates as negotiation only as of
time indorsement is actually made
Assignment
o Transfer of rights under a contract
o Transfer of title to an instrument, w/ assignee
generally taking only such title / rights as his
assignor has
▪ Subject to all defenses available
against his assignor
Javier | Tiambeng
Negotiation v Assignment
Negotiation Assignment
Refers only to negotiable Refers generally to an ordinary
instruments contract
Transferee is a holder Transferee is an assignee
Holder in due course is subject Assignee is subject to both real
only to real defenses & personal defenses
Holder in due course may Assignee merely steps into
acquire a better title / greater shoes of assignor
rights under the instrument than
those possessed by transferor /
prior party
General indorser warrants Assignor does not warrant the
solvency of prior parties solvency of prior parties unless
expressly stipulated /
insolvency is known to him
Indorser is not liable unless Assignor is liable even w/o
there be presentment of notice notice of dishonor
of dishonor
Negotiation is governed by Assignment is governed by Art.
NIL 1624 - 1635
Can there be a negotiation to a payee?
• 1st delivery of instrument to payee
o Payee acquires title to instrument not
by negotiation but by issue / issuance
• 1st delivery of instrument to other than payee
o Delivery by maker / drawer is made to
a person other than payee such as an
agent of maker / drawer, payee
acquires title by negotiation
• Delivery of instrument to payee by last
holder
o Indorsement of last holder is
unnecessary bec payee is remitted to
his former rights
o All intervening parties are discharged
from liability
Section 31: Indorsement; How Made
The indorsement must be written on the instrument itself
or upon a paper attached thereto. The signature of the indorser,
without additional words, is a sufficient indorsement.
▪ Indorsement: writing the name of the payee on
the instrument w/ the intent either to transfer the
title to the same, / to strengthen the security of
the holder by assuming a contingent liability for
its future payment, / both
o Payee by signing & delivering it to another
person becomes an indorser
o Indorsement alone w/o delivery conveys no
title & creates no holder
▪ Involves a new contract & an obligation on the
part of the indorser
o Implied guaranty that the instrument will be
duly paid according to the terms thereof
12
Negotiable Instruments | Justice Caldona
Necessity of Indorsement
• Essential to the execution of an instrument
payable to the order of the maker / drawer
• Essential to negotiation of an order
instrument
o Not a bearer instrument
• Not necessary to a mere assignment
Form of Indorsement
• Law does not require an exclusive form but
must be in writing
o Includes print, rubber stamp, typewritten
• Use of the word “assign” does not make a
negotiation a mere assignment
• Signature of indorser w/o add’l words is a
sufficient indorsement = blank indorsement
• Name of indorsee is specified = special
indorsement
o May add words w/c prohibit / limit
further negotiation of instrument
Place of Indorsement
• On the instrument itself
• Upon a paper attached thereto – called
allonge
• When it is not clear in what capacity a
person intended to sign, he shall be
deemed an indorser
Section 32: Indorsement must be of entire
instrument
The indorsement must be an indorsement of the entire
instrument. An indorsement which purports to transfer to the
indorsee a part only of the amount payable or which purports
to transfer the instrument to two or more indorsees severally,
does not operate as a negotiation of the instrument. But where
the instrument has been paid in part, it may be indorsed as to
the residue.
▪ Instrument must be delivered to the indorsee &
cannot be partial delivery of one instrument
Indorsement to Multiple Payees / Indorsees
• Joint payees
o Negotiation is valid
o Indorsement of all indorsees are
required for a further negotiation of the
instrument
• Alternative payees
o Negotiation of instrument may be
made by indorsement of either of the
payees
o Cannot be alternative indorsers
Javier | Tiambeng
When Partial Indorsement is Allowed
• If part of the amt has already been paid, the
unpaid balance may be indorsed as this is
expressly authorized by law
Section 33: Kinds of Indorsement
An indorsement may be either special or in blank; and it
may also be either restrictive or qualified or conditional.
Section 34: Special Indorsement; Indorsement
in Blank
A special indorsement specifies the person to whom, or to
whose order, the instrument is to be payable, and the
indorsement of such indorsee is necessary to the further
negotiation of the instrument. An indorsement in blank
specifies no indorsee, and an instrument so indorsed is payable
to bearer, and may be negotiated by delivery.
▪ Special indorsement: name of payee is
specified
o Specific indorsement
o Indorsement in full
Forms
• One that specifies the person to whom the
instrument is to be paid
• One that specifies the person to whose
order the instrument is to be payable
• Words of negotiability are not necessary &
their omission does not affect the
negotiability of an instrument w/c is
negotiable on its face
Negotiation of Order & Bearer Instruments
• Originally payable to order
o Negotiated by payee by special
indorsement, indorsement of indorsee is
necessary to further negotiation of
instrument
• Originally payable to bearer
o May be further negotiated by mere
delivery
o Special indorser is liable to only such
holder as make title through his
indorsement
▪ Blank Indorsement: one w/c specifies no
particular indorsee
o Ordinarily consists only of signature of
payee / indorser
o Payable to bearer & may be negotiated by
mere delivery
o Check payable to order, then indorsed in
blank, makes it a bearer instrument
13
Negotiable Instruments | Justice Caldona
Section 35: Blank Indorsement; How Changed
to Special Indorsement
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.
▪ Bearer instrument always remains a bearer
instrument whether last indorsement is a blank /
special one
▪ Inconsistent w/ character of indorsement
o Protest waived
o Demand & notice waived
o w/o recourse
o “I guaranty payment”
Section 36: When Indorsement Restrictive
An indorsement is restrictive which either:
a. Prohibits the further negotiation of the instrument; or
b. Constitutes the indorsee the agent of the indorser; or
c. Vests the title in the indorsee in trust for or to the use of
some other person.
But the mere absence of words implying power to
negotiate does not make an indorsement restrictive.
▪ Restrictive Indorsement: either restricts /
prohibits entirely the further negotiation of an
instrument, / modifies the rights of the holder / the
liabilities of the indorser
▪ Prohibits further negotiation
o Pay to A only
o Pay to A & to no other person
▪ Constitutes indorsee agent of indorser
o Pay to A for collection
o Pay to A for collection & remittance
o Pay to A for deposit
o A does not acquire title over the instrument
o Prohibit further negotiation
▪ Vests title in indorsee for the benefit of the
indorser / 3rd party
o Pay to A in trust for B
o Pay to A as agent of P
o Pay to A for my use
o Pay to A for the use of B
o Paper cannot be negotiated by A for his
own debt / for his own benefit
o Pay to A or order as trustee for B
▪ A may still negotiate the instrument
Javier | Tiambeng
Section 37: Effect of Restrictive Indorsement;
Rights of Indorsee
A restrictive indorsement confers upon the indorsee the
right:
a. To receive payment of the instrument;
b. To bring any action thereon that the indorser could
bring;
c. To transfer his rights as such indorsee, where the form
of the indorsement authorizes him to do so.
But all subsequent indorsees acquire only the title of the
first indorsee under the restrictive indorsement.
Section 38: Qualified Indorsement
A qualified indorsement constitutes the indorser a mere
assignor of the title to the instrument. It may be made by
adding to the indorser’s signature the words “without recourse”
or any words of similar import. Such an indorsement does not
impair the negotiable character of the instrument.
▪ Qualified indorsement: one w/c constitutes the
indorser a mere assignor of the title to the
instrument
▪ Recourse: a resort to a person who is
secondarily liable after the default of the person
who is primarily liable
Effect of Qualified Indorsement
• Indorser, a mere assignor
o To transfer title w/o guaranteeing
payment
• Indorser’s liability limited
o Secondarily liable for breach of his
warranties as indorser under Section 65
o Qualified indorser is not liable to the
indorsee if the instrument is dishonored
for some other reason like the
insolvency of the person primarily liable
• Negotiability of the instrument not affected
14
Negotiable Instruments | Justice Caldona
Section 39: Conditional Indorsement
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 the
condition has been fulfilled or not. But any person to whom
an instrument so indorsed is negotiated will hold the same, or
the proceeds thereof, subject to the rights of the person
indorsing conditionally.
▪ Absolute Indorsement: one by w/c the indorser
binds himself to pay, upon no other condition
than the failure of prior parties to do so, & of due
notice to him of such failure
▪ Conditional Indorsement: does not prohibit the
further negotiation of the instrument, regardless, of
whether the condition has been fulfilled or not
o Condition in the indorsement does not
destroy negotiability
o A condition appearing on the face of the
instrument renders the instrument non-
negotiable
Section 40: Indorsement of Instrument
Payable to Bearer
Where an instrument, payable to bearer, is indorsed
specially, it may nevertheless be further negotiated by delivery;
but the person indorsing specially is liable as indorser to only
such holders as make title through his indorsement.
▪ Person indorsing specially is liable only to those
holders who can trace their title to the instrument
by a series of unbroken indorsements from such
special indorser
Section 41: Indorsement where payable to two
or more persons
Where an instrument is payable to the order of two or
more payees or indorsees who are not partners, all must
indorse unless the one indorsing has authority to indorse for
the others.
▪ 2 / more payees / indorsees jointly
▪ Does not apply if 2/ more payees severally
o Pay to the order of P or A
▪ Indorsement by all payees / indorsees
o All must indorse
o If only 1 indorses, his indorsee would have
no right of action
Javier | Tiambeng
Joint Indorsement Not Required
• Payees / indorsees are partners
• Payee / indorsee indorsing has authority to
indorse for others
Section 42: Effect of instrument drawn or
indorsed to a person as cashier
Where an instrument is drawn or indorsed to a person as
“cashier” or other fiscal officer of a bank or corporation, it is
deemed prima facie to be payable to the bank or corporation
of which he is such officer, and may be negotiated by either the
indorsement of the bank or corporation or the indorsement of
the officer.
Section 43: Indorsement where name is
misspelled, etc.
Where the name of a payee or indorsee is wrongly
designated or misspelled, he may indorse the instrument as
therein described adding, if he thinks fit, his proper signature.
▪ Alfredo Almedo – should be Almeda
o (Sgd) Alfredo Almedo; or
o (Sgd) Alfredo Almedo (Sgd) Alfredo Almeda
Section 44: Indorsement in Representative
Capacity
Where any person is under obligation to indorse in a
representative capacity, he may indorse in such terms as to
negative personal liability.
Section 45: Time of Indorsement; Presumption
Except where an indorsement bears date after the maturity
of the instrument, every negotiation is deemed prima facie to
have been effected before the instrument was overdue.
Section 46: Place of Indorsement;
Presumption
Except where the contrary appears, every indorsement is
presumed prima facie to have been made at the place where the
instrument is dated.
15
Negotiable Instruments | Justice Caldona
Section 47: Continuation of Negotiable
Character
An instrument negotiable in its origin continues to be
negotiable until it has been restrictively indorsed or discharged
by payment or otherwise.
▪ GR: negotiable in origin is always negotiable
▪ Exceptions:
o Instrument has been restrictively indorsed
▪ Not every restrictive indorsement
prohibits further negotiation of the
instrument
o Instrument has been discharged by payment
/ otherwise
Section 48: Striking Out Indorsements
The holder may at any time strike out any indorsement
which is not necessary to his title. The indorser whose
indorsement is struck out, and all indorsers subsequent to him,
are thereby relieved from liability on the instrument.
▪ Instrument payable to bearer on its face
o Holder may strike out all intervening
indorsements / any of them for none of them
is necessary to his title
▪ Instrument originally payable to order
o When the indorsement is special, the
indorsement of the special indorsee is
necessary to the further negotiation of the
instrument
o Indorser may not strike out payee’s
indorsement
▪ Can hold prior parties liable as long as unbroken
chain of indorsement
Section 49: Transfer Without Indorsement;
Effect of
Where the holder of an instrument payable to his order
transfers it for value without indorsing it, the transfer vests in
the transferee such title as the transferor had therein, and the
transferee acquires, in addition, the right to have the
indorsement of the transferor. But for the purpose of
determining whether the transferee is a holder in due course,
the negotiation takes effect as of the time when the
indorsement is actually made.
▪ Applicable only to instrument payable to order
▪ Operates as an equitable assignment
▪ Cannot negotiate it
Javier | Tiambeng
Section 50: When prior party may negotiate
instrument
Where an instrument is negotiated back to a prior party
such party may, subject to the provisions of this Act, reissue
and further negotiate the same. But he is not entitled to enforce
payment thereof against any intervening party to whom he was
personally liable.
▪ Reacquirer: holder who negotiates an instrument
& then subsequently reacquires it
▪ If a prior party reacquires an instrument before
maturity, he may negotiate the same further
Limitations on Renegotiation
• Where it is payable to the order of a 3rd
person & it has been paid by the drawer
• Where it was made / accepted for
accommodation & has been paid by the
party accommodated
• In other cases, where the instrument is
discharged when acquired by a prior party
Rights of the Holder
Section 51: Right of Holder to Sue; Payment
The holder of a negotiable instrument may sue thereon in
his own name; and payment to him in due course discharges
the instrument.
▪ Holder: payee / indorsee who is in possession
o Includes not only persons possessing bearer
instruments, but also payees & indorsees
possessing order instruments
o In ascending order of rights
▪ Holders simply
▪ Holders for value
▪ Holders in due course
Ordinary Holder
• Qualifies as a holder but does not meet all
the conditions to qualify as a holder in due
course
• Subject to any & every defense / defect in
instrument – real / personal – as if it were non-
negotiable
Rights of Holder in General
o He may sue on the instrument in his name
▪ Even though he be a holder only
for collection
▪ Pledgee of a note may sue
o He may receive payment & if payment is in
due course, instrument is discharged
16
Negotiable Instruments | Justice Caldona
Section 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:
(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 has 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.
▪ Assignee – holder of a non-negotiable instrument
cannot attain status of a holder in due course
o The fact that the instrument is non-
negotiable is a sign of warning to a
prospective purchaser & places him on his
guard & on inquiry
▪ Holder NOT in due course: instrument is subject
to every available defense
▪ Holder in due course: afforded most-favored
status under the law
o Free of many defenses
▪ Drawee does not become a holder in due
course by paying a bill
o Holder: not the drawee who, on
acceptance & payment of the instrument,
thereby strips it of all negotiability & reduces
it to a mere voucher / proof of payment
Complete & Regular upon its Face
• Incomplete: wanting in any material
particular
o Taking of an incomplete instrument puts
the purchaser on inquiry as to why it is
incomplete
o If he fails to do so, he takes the
instrument subject to all defenses
• Alteration must be visible / apparent on the
face of the instrument
o If not apparent: governed by Sec 124
Holder Before Instrument is Overdue
• One taking an instrument on date of maturity
takes before maturity
o Principal debtor has whole day to pay
o Cannot be considered as notice that
instrument has been dishonored
Javier | Tiambeng
Holder w/o Notice of Dishonor
• Dishonor by non-acceptance
o Refers only to a bill of exchange
o May occur even before date of
maturity
• Dishonor by non-payment
o Can only take place at time of maturity
Holder for Value
• Love & affection do not constitute value
w/in meaning of law
No Notice of Infirmity
• Knowledge of an agent acting w/in scope
of his authority is a constructive knowledge
of the principal
Section 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.
Section 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.
▪ No amount has yet been paid
o Receives notice of infirmity, relieved from
obligation to make payment
o If he pays, he is not entitled to same
protection as a holder in due course
▪ An amount has been paid
o Can be considered a holder in due course
only to the extent of amount paid by him
Section 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.
17
Negotiable Instruments | Justice Caldona
Section 56: What Constitutes Notice of Defect
To constitute 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.
▪ Mere negligence to make inquiries is not sufficient
o Consulting an atty before taking a note
does not show bad faith
o Indorsing “w/o recourse” does not constitute
a badge of guilty knowledge
▪ Knowledge amounting to bad faith
o If holder had actual knowledge of
suspicious circumstances, coupled w/ means
of readily informing himself of facts & he
willfully abstained from making inquiries, his
intentional ignorance may amt to bad faith
▪ Effect of notice of defect
o Destroys status of holder as a holder in due
course
o Opens all defenses otherwise cut off against
him & not merely that relating to the defect
of w/c he had notice
Section 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.
▪ May sue on the instrument in his own name
▪ May receive payment & if the payment is in due
course, instrument is discharged
▪ Holds the instrument free from any defect of title
of prior parties
▪ Holds the instrument free from defenses available
to prior parties among themselves
▪ May enforce payment of instrument for full amt
against all parties liable
▪ Real defenses, w/c attach to the instrument itself,
would be available against all persons even as
against a holder in due course
Javier | Tiambeng
Section 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 parties prior to
the latter.
Rights of a Holder NOT in Due Course
• May sue on the instrument in his own name
• May receive payment & if payment is in due
course, instrument is discharged
• Entitled to the instrument but holds it subject
to same defenses as if it were non-
negotiable
• Has all the rights of the holder in due course
from whom he derives his title in respect of all
parties prior to such holder, provided he is
not himself a party to any fraud / illegality
affecting the instrument
Section 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.
▪ Exception to burden of proof on holder where
indorser’s title is defective:
o Holder has no burden of proving that he is
a holder in due course in favor of a party
who became bound on instrument prior to
acquisition of such defective title
▪ A person who acquires title from a prior holder in
due course is referred to as holder through a
holder in due course
18
Negotiable Instruments | Justice Caldona
Liabilities of Parties
Section 60: Liability of Maker
The maker of a negotiable instrument by making it
engages that he will pay it according to its tenor, and admits
the existence of the payee and his then capacity to indorse.
▪ Liability: obligation of a party to a negotiable
instrument to pay the same according to its terms
▪ A person becomes a party to an instrument by
signing his name thereon
o GR: No person is liable on an instrument
unless his signature appears thereon
▪ Primarily liable
o Maker of a promissory note
o Acceptor of a bill of exchange
o Certifier of a check
▪ Secondarily (conditionally) liable
o Drawer of a bill
o Indorser of a note / bill
▪ Not liable
o The drawee until he accepts the instrument
in w/c case he becomes an acceptor
Primarily Liable Secondarily Liable
Person who, by the terms of the All other parties
instrument, is absolutely
required to pay the same
Unconditionally bound – Conditionally bound
absolutely required to pay the undertakes to pay the
instrument upon its maturity instrument only after certain
conditions have been fulfilled
Face only potential
secondarily liability
GR: liability ends when primary
party pays the full amt of the
instrument to the proper party
Liable in the reverse order in
w/c they signed the doc
Liability of Maker
• Maker: applies only to the promissory note
o Includes an accommodation maker &
surety who signs as maker
Unconditional
o Engages to pay the note according to its
terms, subject to no condition
▪ Promises to pay not only to the
payee but to any subsequent
holder who is legally entitled to the
instrument at its maturity date even
if the holder does not demand
payment at that time
o Remains fully liable even if instrument is
presented late for payment unless
prescription has run
Javier | Tiambeng
o Due presentment for payment & due notice
of dishonor are not necessary
▪ Necessary to fix liability of any
drawer / indorser
Admissions of Maker
o Existence of payee & his then capacity to
indorse
▪ At the time of signing the note
Presumption Arising from Signature
o Person placing his name on the face of a
note is prima facie a maker & liable as such
o Presumed to have acted w/ care & to have
signed the instrument in question w/ full
knowledge of its contents
Section 61: Liability of Drawer
The drawer by drawing the instrument admits the
existence of the payee and his then capacity to indorse; and
engages that on due presentment the instrument will be
accepted or paid, or both, according to its tenor, and that if it
be dishonored, and the necessary proceedings on dishonor be
duly taken, he will pay the amount thereof to the holder, or to
any subsequent indorser who may be compelled to pay it. But
the drawer may insert in the instrument an express stipulation
negativing or limiting his own liability to the holder.
– ▪ Drawer by merely signing his name on the bill as
drawer, admits the existence of the payee and
his then capacity to indorse the instrument at the
time it was executed
Conditional
• Does not promise to pay the bill absolutely
• Makes no warranty but he engages to pay
after certain conditions are complied w/
o Bill is presented for acceptance / for
payment to drawee
o Bill is dishonored by non-acceptance
or non-payment, AND
o Necessary proceedings of dishonor
are duly taken
▪ Notice of dishonor is given to
drawer, AND
▪ In case of foreign bills, protest is
made followed by a notice of
protest
19
Negotiable Instruments | Justice Caldona
Secondary
• Secondarily liable to the holder, or to any
subsequent indorser, who may be
compelled to pay it
o To any subsequent indorser: any of the
indorsers between the drawer & holder
▪ Intervening indorsers
• Drawer may, by express stipulation inserted
in the instrument, negative / limit his own
liability to the holder
Liability of a Drawer of a Check
• May not unilaterally discharge himself from
liability by mere expediency of withdrawing
his funds from the drawee bank
• By issuing a check, the drawer impliedly
represents that funds / credit are available
for its payment in the drawee bank
Drawer Maker
Issues a bill of exchange Issues a promissory note
Secondarily liable Primarily liable
Can negative / limit liability May not do so
Section 62: Liability of Acceptor
The acceptor by accepting the instrument engages that he
Section 63: When Person deemed Indorser
will pay it according to the tenor of his acceptance, and admits:
A person placing his signature upon an instrument
a. The existence of the drawer, the genuineness of his
otherwise than as maker, drawer or acceptor is deemed to be
signature, and his capacity and authority to draw the
an indorser, unless he clearly indicates by appropriate words
instrument; and
his intention to be bound in some other capacity.
b. The existence of the payee and his then capacity to
indorse.
Liability of drawee before acceptance
• Drawee is not liable before acceptance
• Unless drawee accepts, he owes no duty to
either payee / other holder; only obli is to
drawer to pay in accordance w/ latter’s
orders
• Refusal by drawee to accept a bill
constitutes a dishonor of instrument w/c
triggers liability of secondary parties –
drawer & indorsers
Liability of drawee after acceptance
• Virtually in same position as maker of note
Liability of acceptor primary
• Engages to pay it according to terms of his
acceptance, subject to no condition
whatsoever
• Acceptor cannot retract his acceptance as
against a holder for value
Javier | Tiambeng
• Same liability as maker & drawer w/ respect
to existence of payee & his then capacity
to indorse
• Neither presentment for payment nor notice
of dishonor is necessary to charge him w/
liability, except where he is an acceptor for
honor
Liability Depends on Tenor of Acceptance
• Acceptor engages to pay according to
tenor of his acceptance w/c is not the same
as the tenor of the bill itself bec
acceptance may be qualified
Warranties by Acceptor
• Defenses precluded
o Drawer is fictitious / non-existent
o Drawer’s signature is a forgery
o He has no funds in his hands belonging
to the drawer
o Drawer has overdrawn acct
o Drawer has no capacity to contract /
no authority to draw the bill
• Matters not admitted
o Genuineness of indorser’s signature
o Warrants only signature of drawer
▪ Signature on back of instrument
o General indorser + liable as such
o Chargeable only after presentment & notice
of dishonor
▪ Evidence of intention to be bound in some
other capacity
o Signs as indorser = cannot show by parol /
extrinsic evidence his intention to be bound
in some other capacity
o Law requires that he indicates his intention
to be bound in some other capacity on the
instrument itself
Liability as Guarantor
• Writes in addition to his signature, “I hereby
guarantee payment of this instrument” or
“payment guaranteed”
• Not discharged from liability merely
because of the lack of due presentment /
due notice of dishonor
• Liable only subsidiarily after assets of
principal debtor have been exhausted
• Liable only as guarantor & not as indorser if
his indorsement is for identification only
20
Negotiable Instruments | Justice Caldona
Liability as Surety
• Writes “as surety”
• Primarily & absolutely liable w/ principal
debtor w/o benefit of exhaustion & w/o
necessity of presentment / notice of
dishonor
Section 64: Liability of Irregular Indorser
Where a person, not otherwise a party to an instrument,
places thereon his signature in blank before delivery, he is liable
as indorser in accordance with the following rules:
a. If the instrument is payable to the order of a third person,
he is liable to the payee and to all subsequent parties.
b. If the instrument is payable to the order of the maker or
drawer, or is payable to bearer, he is liable to all parties
subsequent to the maker or drawer.
c. If he signs for the accommodation of the payee, he is
liable to all parties subsequent to the payee.
▪ Irregular / Anomalous Indorsement:
indorsement for some purpose other than to
transfer the instrument
o Usually to add the signer’s credit to the
instrument
▪ Irregular / Anomalous Indorser
1 Not otherwise a party to an instrument
2 Places his signature in blank
3 Before delivery
o Not a maker, drawer, acceptor, / regular
indorser
Rules as to Liability of Irregular Indorser
• Instrument payable to order of a 3rd person
o M → P but X indorses, so X’s name is at
the back as 1st indorser
o X is liable to P & A, subsequent party,
but not to M
• Instrument payable to the order of maker /
drawer / to bearer
o M – Maker
o M – Payee
o M cannot circulate w/o X’s indorsement
▪ X signs his name & M indorses &
delivers to A
o X is liable to A & subsequent parties
but not to M (liability of 2nd indorser)
o M is liable to X (liability of 1st endorser)
• Irregular indorser signing
accommodation of payee
o X is liable to all parties after P
o P is in effect 1st indorser
o X is 2nd indorser
Warranties of Irregular Indorser
• Same as those of a general indorser
Javier | Tiambeng
Section 65: Warranty; Where negotiation by
delivery, etc.
Every person negotiating an instrument by delivery or by
a qualified indorsement warrants:
a. That 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;
d. That he has no knowledge of any fact which would
impair the validity of the instrument or render it valueless.
But when the negotiation is by delivery only, the warranty
extends in favor of no holder other than the immediate
transferee.
The provisions of subdivision (c) of this section do not
apply to persons negotiating public or corporation securities,
other than bills and notes.
▪ (GGCNo)
▪ Warranty liability is unconditional
o Not conditional upon proper presentment &
dishonor of instrument & giving of notice of
dishonor
▪ Instrument is payable to bearer
▪ Blank indorser does not negotiate it “by delivery”
w/in this section
Warranty Liability of one negotiating by
delivery & of qualified indorser
• Liability merely as assignor of credit
o Both do not assume to pay the
instrument in the event of its dishonor
unless the dishonor is based on any of
the 4 implied warranties enumerated
• Person in whose favor warranty extends
o Liability of one who negotiates by mere
delivery extends in favor only of his
immediate transferee
o Qualified indorser is liable to all
subsequent holders who make title
through his indorsement for a breach of
any of his warranties
for
21
Negotiable Instruments | Justice Caldona
Section 66: Liability of General Indorser
Every indorser who indorses without qualification
warrants to all subsequent holders in due course:
a. The matters and things mentioned in subdivisions (a),
(b) and (c) of the next preceding section; and
b. That the instrument is, at the time of his indorsement,
valid and subsisting.
And, in addition, he engages that, on due presentment, it
shall be accepted or paid, or both, as the case may be, according
to its tenor, and that if it be dishonored and the necessary
proceedings on dishonor be duly taken, he will pay the amount
thereof to the holder or to any subsequent indorser who may
be compelled to pay it.
▪ Guarantee payment of instrument provided
certain steps are taken to charge them w/ liability
▪ Warranties (GGCVHI)
o Qualified indorser & negotiating by delivery
▪ Genuine
▪ Good title
▪ Prior parties had capacity to contract
o That instrument is valid & subsisting
o That instrument will be honored
o That prior indorsements genuine
▪ If indorsement is forged or unauthorized,
the bank, in paying the check,
becomes liable to payee for the value
Conditions Precedent to Make Indorser Liable
• Due presentment for payment / acceptance
• If dishonored, necessary proceedings on
dishonor be duly taken
Indorser v Drawer
Indorser Drawer
Party to either note / bill Party only to a bill
Does not make any admission
regarding existence of payee Makes such admission
& his then capacity to indorse
Makes no warranties but
Has warranties engages to pay after certain
conditions are complied w/
General Indorser v Irregular Indorser
General Indorser Irregular Indorser
Makes either a blank /
Always makes a blank indorsement
special indorsement
Indorses the instrument after Indorses before its delivery to the
its delivery to the payee payee
Liable to the payee & subsequent
parties unless he signs for the
Liable only to parties
accommodation of the payee in
subsequent to him
w/c case he is liable only to all
parties subsequent to the payee
Javier | Tiambeng
Section 67: Liability of Indorser Where Paper
Negotiable by Delivery
Where a person places his indorsement on an instrument
negotiable by delivery, he incurs all the liability of an indorser.
▪ Liability of Indorser of a Bearer Instrument
o If he indorses specially, he is liable only to
holders who make title through his
indorsement
o If he indorses w/o qualification, he incurs the
liability of a general indorser
Section 68: Order in Which Indorsers are
Liable
As respect one another, indorsers are liable prima facie in
the order in which they indorse; but evidence is admissible to
show that, as between or among themselves, they have agreed
otherwise. Joint payees or joint indorsees who indorse are
deemed to indorse jointly and severally.
▪ Among Themselves
o Prima facie that every indorser is liable to all
indorsers subsequent to him
o May be shown by parol evidence that as
between / among themselves they have
agreed otherwise
o Irregular indorser will not be liable to the
accommodated party
▪ To the Holder
o Indorsers are liable in any order & none of
them can interpose as a defense against
him an agreement among themselves that
they are not liable in the order of their
indorsements
o Qualified in case of a qualified indorser &
an indorser of a bearer instrument
Liability of Joint Payees / Joint Indorsees who
Indorse
• Solidary liability
o None of them can escape liability just
because proper notice of dishonor
was not given to the other
o One who pays may demand
reimbursement from the others
• Joint Liability
o Does not apply to an instrument
containing “we promise to pay”
22
Negotiable Instruments | Justice Caldona
Section 69: Liability of an Agent or Broker
Where a broker or other agent negotiates an instrument
without indorsement, he incurs all the liabilities prescribed by
Section Sixty-five of this Act, unless he discloses the name of
his principal and the fact that he is acting only as agent.
▪ Personal Liability: refers to instruments payable
to bearer & are therefore negotiable by delivery
o Agent / broker who negotiates by mere
delivery incurs liabilities prescribed in Sec 65
o If he negotiates the instrument by qualified
indorsement, his warranties are also those
stated in Sec 65
o If he negotiates it by general indorsement,
his warranties are those in Sec 66
▪ Exemption from Liability
o He must disclose his principal & the fact that
he is acting only as agent
o Parol evidence is not admissible to exempt
from liability an agent whose indorsement
brings him w/in Sec 69
Presentment for Payment
Section 70: Effect of Want of Demand on
Principal Debtor
Presentment for payment is not necessary in order to
charge the person primarily liable on the instrument; but 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.
But except as herein otherwise provided, presentment for
payment is necessary in order to charge the drawer and
indorsers.
▪ Presentment for Payment: presentation of an
instrument to the person primarily liable
o Purpose: demanding & receiving payment
▪ Presentment for payment to person primarily liable
not necessary
o Holder can sue maker / acceptor although
no demand has been made on him, as soon
as date for payment has passed w/o
instrument being paid
o Still not necessary even if instrument is
payable at a special place
▪ Ability & willingness on the part of the
primary party to pay there at maturity
are equivalent to tender
o Still not necessary even if required
according to terms of instrument
▪ Worse, failure to make presentment
would not put him in default
notwithstanding that instrument is
overdue & unpaid
Javier | Tiambeng
Presentment to Persons Secondarily Liable
Necessary
• Presentment 1st to primary party required
o Demand for payment must 1st be made
upon person primarily liable & demand
is effected by presenting instrument to
him for payment
• If presentment is not made, drawer &
indorsers are discharged
o Unless such presentment is excused /
dispensed w/
Section 71: Presentment Where Instrument is
Not Payable on Demand and Where Payable on
Demand
Where the instrument is not payable on demand,
presentment must be made on the day it falls due. Where it is
payable on demand, presentment must be made within a
reasonable time after its issue, except that in the case of a bill
of exchange, presentment for payment will be sufficient if made
within a reasonable time after the last negotiation thereof.
▪ Payable at a fixed / determinable future time
o Presentment on date it falls due w/o period
of grace
o Otherwise, drawer & indorsers will be
discharged from liability
o Presentment made before maturity is not
effective
▪ Payable on demand
o Promissory Notes
▪ w/in a reasonable time after its issue
▪ Burden is on holder of a note, when
seeking to hold an indorser, to prove
due & timely presentment
o Ordinary Bills of Exchange
▪ w/in a reasonable time after last
negotiation
▪ Liability of drawer & indorser of a bill
could continue for an indefinite time
limited only by statute of limitations
23
Negotiable Instruments | Justice Caldona
Section 72: What Constitutes a Sufficient
Presentment
Presentment for payment, to be sufficient, must be made:
(a) By the holder, or by some person authorized to receive
payment on his behalf;
(b) At a reasonable hour on a business day;
(c) At a proper place as herein defined;
(d) To the person primarily liable on the instrument, or if
he is absent or inaccessible, to any person found at the place
where the presentment is made.
▪ If presentment does not comply w/ any of the
requisites, effect is same as if no presentment is
made – persons secondarily charged are
discharged
▪ Primary party:
o Maker – promissory note
o Acceptor – accepted bill
▪ BoE / check is payable on demand –
presentment must be to drawee although he is
not liable on the bill
▪ Person primarily liable is absent / inaccessible –
made to any person of sufficient discretion at
proper place of presentment
Section 73: Place of Presentment
Presentment for payment is made at the proper place:
(a) Where a place of payment is specified in the instrument
and it is there presented;
(b) Where no place of payment is specified but the address
of the person to make payment is given in the instrument and
it is there presented;
(c) Where no place of payment is specified and no address
is given and the instrument is presented at the usual place of
business or residence of the person to make payment;
(d) In any other case if presented to the person to make
payment wherever he can be found, or if presented at his last
known place of business or residence.
▪ Place specified in order of enumeration
Section 74: Instrument Must be Exhibited
The instrument must be exhibited to the person from
whom payment is demanded, and when it is paid, must be
delivered up to the party paying it.
▪ Valid presentment consists of something more
than a mere demand
Javier | Tiambeng
o Requires a personal / face to face demand
at a proper place, exhibiting the instrument
to the maker / acceptor from whom payment
is demanded
▪ Purpose: to enable the debtor:
o To determine the genuineness of the
instrument & indorsements & right of holder to
receive payment
o To enable him, upon payment, to take
possession of it to guard against a lawsuit
by a subsequent holder
▪ Acceptor who accepts the bill has the right to
have it delivered to him for use as a voucher in
settlement of accounts w/ drawer
▪ Presentment w/o exhibition – ineffectual
o Unless waived
▪ Waiver of maker’s right to exhibition
o Instrument need not actually be exhibited
unless such exhibition is demanded
o Maker’s right to an exhibition of a note is
waived when he does not demand to see
the note & refuses payment on some other
grounds
▪ Demand by telephone is not sufficient because
exhibition is not possible
Section 75: Presentment Where Instrument
Payable at Bank
Where the instrument is payable at a bank, presentment
for payment 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.
▪ If before the close of such hours he deposits funds
to the bank enough to pay the instrument, a
demand earlier in the day is premature
o Instrument is not considered dishonored
though payment has been refused earlier in
the day
Section 76: Presentment Where Principal
Debtor is Dead
Where the person primarily liable on the instrument is
dead and no place of payment is specified, presentment for
payment must be made to his personal representative, if such
there be, and if, with the exercise of reasonable diligence, he
can be found.
▪ May be dispensed w/ if w/ exercise of
reasonable diligence, no personal
representative can be found
▪ Holder is not excused from giving notice of
dishonor to the indorser, if he wishes to hold him
liable on the instrument
24
Negotiable Instruments | Justice Caldona
Section 77: Presentment to Persons Liable as
Partners
Where the persons primarily liable on the instrument are
liable as partners and no place of payment is specified,
presentment for payment may be made to any one of them,
even though there has been a dissolution of the firm.
▪ Each partner is an agent of the partnership of his
co-partners
▪ A dishonor by one is a dishonor by all
Section 78: Presentment to Joint Debtors
Where there are several persons, not partners, primarily
liable on the instrument and no place of payment is specified,
presentment must be made to them all.
Section 79: When Presentment Not Required
to Charge the Drawer
Presentment for payment is not required in order to
charge the drawer where he has no right to expect or require
that the drawee or acceptor will pay the instrument.
▪ Where drawer / acceptor not expected to
pay
o He has no funds w/ drawee unless
arrangement has been made for payment of
the bill
o Where drawer of a check has stopped
payment
o Drawer of a check has withdrawn funds from
drawee bank leaving nothing w/ w/c to pay
the check
▪ Where drawer & drawee same person
o Liable w/o presentment
Section 80: When Presentment Not Required
to Charge the Indorser
Presentment is not required in order 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.
▪ Accommodated payee-indorser is the real
debtor & not the maker / acceptor
o He is not discharged even if no presentment
for payment is made to maker / acceptor
Javier | Tiambeng
Section 81: When Delay in Making
Presentment is Excused
Delay in making presentment for payment is 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.
Section 82: When Presentment for Payment is
Excused
Presentment for payment is excused:
(a) Where, after the exercise of reasonable diligence,
presentment, as required by this Act, cannot be made;
(b) Where the drawee is a fictitious person;
(c) By waiver of presentment, express or implied.
▪ (REAFW)
▪ Where reasonable diligence has been exercised
o Implies active search
o If practicable, holder should make inquiries
of payee when neither maker nor his
residence could be found
▪ Waiver
o May be before / after maturity
o Express: “Presentment waived” / “waiving
demand & protest”
o Implied: Act / conduct of party calculated
to lead holder to believe that presentment
is waived, / to mislead / prevent him from
treating the instrument as he otherwise would
like
▪ Drawer promised from time to time to
pay a bill, making no objection on the
ground that the bill had not been
presented to drawee
Section 83: When Instrument Dishonored by
Non-Payment
The instrument is dishonored by non-payment when:
(a) It is duly presented for payment and payment is refused
or cannot be obtained; or
(b) Presentment is excused and the instrument is overdue
and unpaid.
▪ There is already dishonor where, on presentment,
the maker promises to pay 5 days later
25
Negotiable Instruments | Justice Caldona
Section 84: Liability of Person Secondarily
Liable, When Instrument Dishonored
Subject to the provisions of this Act, when the instrument
is dishonored by non-payment, an immediate right of recourse
to all parties secondarily liable thereon accrues to the holder.
▪ Persons secondarily liable become the principal
debtors & he need not proceed against the
person primarily liable before suing them
▪ Accrual of right of recourse against
secondary parties
o Immediate right of recourse will accrue after
giving of due notice of dishonor to them
▪ Right immediately available
o Cannot interpose defense that suit should
be brought 1st against maker / acceptor
Section 85: Time of Maturity
Every negotiable instrument is payable at the time fixed
therein without grace. When the day of maturity falls upon
Sunday or a holiday, the instrument is payable on the next
succeeding business day. Instruments falling due or becoming
payable on Saturday are to be presented for payment on the
next succeeding business day except that instruments payable
on demand may, at the option of the holder, be presented for
payment before twelve o'clock noon on Saturday when that
entire day is not a holiday.
▪ On a Sunday / holiday – next succeeding
business day
▪ On a Saturday
o If it is a time instrument – should be presented
for payment on next succeeding business
day
o On demand – before 12nn on Saturday /
on Monday at the option of the holder
Section 86: Time; How Computed
When the instrument is payable at a fixed period after date,
after sight, or after that happening of a specified event, the time
of payment is determined by excluding the day from which the
time is to begin to run, and by including the date of payment.
▪ Dated 31 Jan, payable 1 month after date = 28
Feb or 29 Feb if leap year
Javier | Tiambeng
Section 87: Where Instrument Payable at Bank
Where the instrument is made payable at a bank, it is
equivalent to an order to the bank to pay the same for the
account of the principal debtor thereon.
▪ Applies only if instrument is payable at a
particular named bank
o Note payable at “any bank in Manila” does
not authorize bank to pay note from maker’s
deposit
Section 88: What Constitutes Payment in Due
Course
Payment is made in due course when it is made at or after
the maturity of the payment to the holder thereof in good faith
and without notice that his title is defective.
▪ Good faith of maker / acceptor not of holder
Notice of Dishonor
Section 89: To Whom Notice of Dishonor Must
be Given
Except as herein otherwise provided, when a negotiable
instrument has been dishonored by non-acceptance or non-
payment, notice of dishonor must be given to the drawer and
to each indorser, and any drawer or indorser to whom such
notice is not given is discharged.
▪ When instrument is considered dishonored
o Not accepted when presented for
acceptance
o Not paid when presented for payment at
maturity
o Presentment is excused / waived & instrument
is past due & unpaid
▪ Notice of Dishonor: verbally / in writing
o If given by a notary public = protest
▪ Object of notice of dishonor
o To inform parties secondarily liable that the
maker / acceptor has failed to meet his
engagement
o To advise such parties that they will be
required to make payment
▪ Effect of failure to give notice of dishonor
o Any person w/ no notice is discharged
o Although indorser to whom notice is not
given is discharged, he is still liable for
breach of warranties pertaining to the
instrument
▪ Exceptions to notice of dishonor
o 109, 111, 112, 114, 115, 116, 117
o Maker & acceptor
26
Negotiable Instruments | Justice Caldona
Section 90: By Whom Given
The notice may be given by or on behalf of the holder, or
by or on behalf of any party to the instrument who might 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.
▪ Notice by a mere stranger is ineffectual unless he
is acting as agent of a party who is entitled to
give notice of dishonor
Section 91: Notice Given by Agent
Notice of dishonor may be given by any 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.
▪ Agent need not be authorized by the principal
to give the notice
o Any person can be an agent of any party
entitled to give notice
Section 92: Effect of Notice on Behalf of Holder
Where notice is given by or on behalf of the holder, it
inures to the benefit of all subsequent holders and all prior
parties who have a right of recourse against the party to whom
it is given.
▪ A party can charge a prior party who has
received notice of dishonor although he himself
has not given said prior party any notice
Section 93: Effect Where Notice Is Given by
Party Entitled Thereto
Where notice is given by or on behalf of a party entitled
to give notice, it inures to the benefit of the holder and all
parties subsequent to the party to whom notice is given.
Section 94: When Agent May Give Notice
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 the holder, and the principal, upon the receipt of
such notice, has himself the same time for giving notice as if the
agent had been an independent holder.
▪ Notice to parties secondarily liable
o w/in time fixed by 102, 103, 104, 107
Javier | Tiambeng
o Otherwise, discharged for lack of notice,
unless, principal notifies them w/in the same
time
▪ Notice to principal
o w/in same time as if he were a holder
o Principal also has the same time for giving
notice to parties secondarily liable as if
instrument was dishonored on the day he
received notice
Section 95: When Notice Sufficient
A written notice need not be signed and an insufficient
written notice may be supplemented and validated by verbal
communication. A misdescription of the instrument does not
vitiate the notice unless the party to whom the notice is given
is in fact misled thereby.
Section 96: Form of Notice
The notice may be in writing or merely oral and may be
given in any terms which sufficiently identify the instrument,
and indicate that it has been dishonored by non-acceptance or
non-payment. It may in all cases be given by delivering it
personally or through the mails.
▪ May be given by telephone provided it be
clearly shown that the party notified was really
communicated with, that is, fully identified as the
party at the receiving end of the line
▪ A mere statement that the instrument is due &
payable is insufficient notice
Section 97: To Whom Notice May be Given
Notice of dishonor may be given either to the party
himself or to his agent in that behalf.
▪ Agent must be authorized to be competent to
receive notice of dishonor
Section 98: Notice Where Party Is Dead
When any party is dead and his death is known to the
party giving notice, the notice must be given to a personal
representative, if there be one, and if with reasonable diligence,
he can be found. If there be no personal representative, notice
may be sent to the last residence or last place of business of the
deceased.
▪ Must use reasonable diligence to find out
whether there is a personal representative of such
decedent or not
27
Negotiable Instruments | Justice Caldona
Section 99: Notice to Partner
Where the parties to be notified are partners, notice to any
one partner is notice to the firm, even though there has been a
dissolution.
▪ Still true although notice was fraudulently
suppressed by the partners receiving it
o Fraudulent partner is liable to his co-partners
Section 100: Notice to Persons Jointly Liable
Notice to joint persons who are not partners must be given
to each of them unless one of them has authority to receive such
notice for the others.
▪ Does not refer to “joint payees / joint indorsees”
in Sec 68
Section 101: Notice to Bankrupt
Where a party has been adjudged a bankrupt or an
insolvent, or has made an assignment for the benefit of
creditors, notice may be given either to the party himself or to
his trustee or assignee.
Section 102: Time Within Which Notice Must
Be Given
Notice may be given as soon as the instrument is
dishonored and, unless delay is excused as hereinafter provided,
must be given within the time fixed by this Act.
Section 103: Where Parties Reside In Same
Place
Where the person giving and the person to receive notice
reside in the same place, notice must be given within the
following times:
(a) If given at the place of business of the person to receive
notice, it must be given before the close of business hours on
the day following.
(b) If given at his residence, it must be given before the
usual hours of rest on the day following.
(c) If sent by mail, it must be deposited in the post office
in time to reach him in usual course on the day following.
Javier | Tiambeng
Section 104: Where Parties Reside in Different
Places
Where the person giving and the person to receive notice
reside in different places, the notice must be given within the
following times:
(a) If sent by mail, it must be 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.
(b) If given otherwise than through the post office, then
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 in the last subdivision.
▪ Dishonored on Oct 10
o Need not reach the person on Oct 11, but
must be deposited in the mails not later than
Oct 11 so as to go by mail on Oct 11 – the
day following the day of dishonor
o If no mail on Oct 11, or if it leaves at an
inconvenient hour (4am) and the next mail is
at 5pm Oct 12, notice must be deposited
in time for it to go by 5pm mail on Oct 12
Section 105: When Sender Deemed to Have
Given Due Notice
Where notice of dishonor is duly addressed and deposited
in the post office, the sender is deemed to have given due notice,
notwithstanding any miscarriage in the mails.
▪ Notice must be properly addressed, stamped, &
mailed
Section 106: Deposit in Post Office; What
Constitutes
Notice is deemed to have been deposited in the post-office
when deposited in any branch post office or in any letter box
under the control of the post-office department.
Section 107: Notice to Subsequent Party; Time
Of
Where a party receives notice of dishonor, he has, after the
receipt of such notice, the same time for giving notice to
antecedent parties that the holder has after the dishonor.
▪ Instrument is considered dishonored in the hands
of a party on the date he receives a notice of
dishonor from the holder & not on the date the
instrument is dishonored in the hands of the holder
28
Negotiable Instruments | Justice Caldona
Section 108: Where Notice Must Be Sent
Where a party has added an address to his signature, notice
of dishonor must be sent to that address; but if he has not given
such address, then the notice must be sent as follows:
(a) Either to the post-office nearest to his place of residence
or to the post-office where he is accustomed to receive his
letters; or
(b) If he lives in one place and has his place of business in
another, notice may be sent to either place; or
(c) If he is sojourning in another place, notice may be sent
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, it will be sufficient,
though not sent in accordance with the requirement of this
section.
Section 109: Waiver of Notice
Notice of dishonor may be waived either before the time
of giving notice has arrived or after the omission to give due
notice, and the waiver may be expressed or implied.
▪ Waiver: intentional abandonment of a known
right
o Willingness on the part of the drawer /
indorser concerned to be bound as such
even w/o due notice of dishonor
▪ Burden of proof is on the holder to show waiver
of notice by clear & convincing evidence
Section 110: Whom Affected by Waiver
Where the waiver is embodied in the instrument itself, it
is binding upon all parties; but, where it is written above the
signature of an indorser, it binds him only.
Section 111: Waiver of Protest
A waiver of protest, whether in the case of a foreign bill of
exchange or other negotiable instrument, is deemed to be a
waiver not only of a formal protest but also of presentment and
notice of dishonor.
▪ Protest: formal instrument executed usually by a
notary public certifying that the legal steps
necessary to fix the liability of the drawee & the
indorsers have been taken
Javier | Tiambeng
Section 112: When Notice Is Dispensed With
Notice of dishonor is dispensed with when, after the
exercise of reasonable diligence, it cannot be given to or does
not reach the parties sought to be charged.
▪ Merely examining the telephone directory for the
address is not sufficient
Section 113: Delay in Giving Notice; How
Excused
Delay in giving notice of dishonor is 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.
Section 114: When Notice Need Not Be Given
to Drawer
Notice of dishonor is not required to be given to the
drawer in either of the following cases:
(a) Where the drawer and drawee are the same person;
(b) When the drawee is fictitious person or a person not
having capacity to contract;
(c) When the drawer is the person to whom the instrument
is presented for payment;
(d) Where the drawer has no right to expect or require that
the drawee or acceptor will honor the instrument;
(e) Where the drawer has countermanded payment.
▪ (SFPEC)
▪ When holder has option to treat bill as promissory
note (a & b)
▪ Drawer has knowledge of dishonor
▪ Drawer knew bill would be dishonored
o No acct w/ drawee bank
o No funds w/ drawee bank to meet it
▪ Does not always operate to excuse
holder to give notice to drawer
▪ Drawer may have agreed to advance
the amt for the drawer who has a
reason to “expect” the drawee to
accept / pay
▪ Drawer countermanded payment
29
Negotiable Instruments | Justice Caldona
Section 115: When Notice Need Not be Given to
Indorser
Notice of dishonor is not required to be given to an
indorser in either of the following cases:
(a) When the drawee is a fictitious person or person not
having capacity to contract, and the indorser was aware of that
fact at the time he indorsed the instrument;
(b) Where the indorser is the person to whom the
instrument is presented for payment;
(c) Where the instrument was made or accepted for his
accommodation.
Section 116: Notice of Non-Payment Where
Acceptance Refused
Where due notice of dishonor by non-acceptance has been
given, notice of a subsequent dishonor by non-payment is not
necessary unless in the meantime the instrument has been
accepted.
Section 117: Effect of Omission To Give Notice
Of Non-Acceptance
An omission to give notice of dishonor by non-acceptance
does not prejudice the rights of a holder in due course
subsequent to the omission.
Section 118: When Protest Need Not Be Made;
When Must Be Made
Where any negotiable instrument has been dishonored, it
may be protested for non-acceptance or non-payment, as the
case may be; but protest is not required except in the case of
foreign bills of exchange.
▪ Foreign bills of exchange
o Necessary when dishonored by non-
acceptance / non-payment
o If not, protested drawer & indorsers are
discharged
▪ Other negotiable instrument
o Optional except in 158, 161, 171
o Advantageous to protest when dishonored
since the holder obtains a most convenient
record evidencing the fact of dishonor
Javier | Tiambeng
Discharge of Negotiable Instrument
Section 119. Instrument; How Discharged
A negotiable instrument is discharged:
(a) By payment in due course by or on behalf of the
principal debtor;
(b) By payment in due course by the party accommodated,
where the instrument is made or accepted for his
accommodation;
(c) By the intentional cancellation thereof by the holder;
(d) By any other act which will discharge a simple contract
for the payment of money;
(e) When the principal debtor becomes the holder of the
instrument at or after maturity in his own right.
▪ Discharge of an instrument: release of all
parties, whether primary / secondary, from
obligations arising under the instrument rendering
it w/o force & effect, & consequently, no longer
negotiable
▪ In due course: after maturity, to the person
entitled, capacitated
▪ In cases of accommodation
o Accommodation maker – payee
(accommodated party) – 3rd party
o Payee pays the 3rd party
▪ When cancelled, it is prima facie intentional
o Burden of proof that cancellation was made
w/o authority is on person assailing such
30
Negotiable Instruments | Justice Caldona
Section 120. When Persons Secondarily Liable
on The Instrument Are Discharged
A person secondarily liable on the instrument is
discharged:
(a) By any act which discharges the instrument;
(b) By the intentional cancellation of his signature by the
holder;
(c) By the discharge of a prior party;
(d) By a valid tender or payment made by a prior party;
(e) By a release of the principal debtor unless the holder's
right of recourse against the party secondarily liable is
expressly reserved;
(f) By any agreement binding upon the holder to extend
the time of payment or to postpone the holder's right to enforce
the instrument unless made with the assent of the party
secondarily liable or unless the right of recourse against such
party is expressly reserved.
▪ M–P–A–B–C
▪ GR: If an indorser’s indorsement is cancelled,
subsequent indorsers are also discharged
because they are deprived of recourse from the
previous party
▪ Exception: if reservation is made
o Cancel A, but make reservation as against
B without the authority of the holder, is inoperative but where
o B is not barred from running after A, or the
person principally liable – for equity reasons
Section 121. Right of Party Who Discharges
Instrument
Where the instrument is paid by a party secondarily liable
thereon, it is not discharged; but the party so paying it is
remitted to his former rights as regard all prior parties, and he
may strike out his own and all subsequent indorsements and
again negotiate the instrument, except:
(a) Where it is payable to the order of a third person and
has been paid by the drawer; and
(b) Where it was made or accepted for accommodation
and has been paid by the party accommodated.
Javier | Tiambeng
Section 122. Renunciation by Holder
The holder may expressly renounce his rights against any
party to the instrument before, at, or after its maturity. An
absolute and unconditional renunciation of his rights against
the principal debtor made at or after the maturity of the
instrument discharges the instrument. But a renunciation does
not affect the rights of a holder in due course without notice.
A renunciation must be in writing unless the instrument is
delivered up to the person primarily liable thereon.
▪ In favor of secondary party
o May be made by the holder before, at, or
after maturity
o Effect is to discharge only such secondary
party & all parties subsequent to him, but the
instrument remains in force
▪ In favor of the principal
o May be effected at, or after maturity
o Effect is to discharge the instrument & all
parties thereto, provided the renunciation is
made absolutely & unconditionally
▪ Renunciation does not affect the rights of a
holder in due course w/o notice
Section 123. Cancellation; Unintentional;
Burden of Proof
A cancellation made unintentionally or under a mistake or
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 a mistake
or without authority.
31
Negotiable Instruments | Justice Caldona
Trust Receipts Law
Trust Receipt
o A document in which is expressed a security
transaction, where the lender having no prior title in
the goods on which the lien is to be given, and not
having possession which remains in the borrower, lends
his money to the borrower on security of the goods,
which the borrower is privileged to sell clear of the lien
on agreement to pay all or part of the proceeds of
the sale to the lender
o Originally used in import transactions, where goods
were consigned directly to a bank which paid a draft
for the price on the credit of the intended buyer who
engaged to repay the bank’s advances
o Banker takes the full title to the goods at the very
beginning; he takes it as soon as the goods are
brought and settled for by his payments or
acceptances in the foreign country, and he continues
to hold that title as his indispensable security until the
goods are sold and the vendee is called upon to pay
them
▪ The banker is always under the obligation to
reconvey, but only after his advances have been
fully repaid and after the importer has fulfilled the
other terms of the contract
With both loan & security features
▪ Loan feature – covered by the letter of credit
▪ Security feature – through the use of the goods
or merchandise as collateral for advancements
made by the bank
▪ “A trust receipt is a security agreement, pursuant
to which a bank acquires a ‘security interest’ in the
goods. It secures an indebtedness and there can
be no such thing as security interest that secures
no obligation”
Entruster remains a lender AND creditor
▪ The bank does not become the real owner of the
goods
▪ It is merely the holder of a security title for the
advances it had made to the importer
▪ The goods remain the importer’s property and he
holds it as his own risk
▪ As creditor – because bank previously extended
a loan which the letter of credit represents to the
importer, and by that loan, the importer should be
the real owner
▪ To consider the bank as true owner from
inception would be to disregard the loan feature
involved
LOC-TR agreement
▪ Bank extends to a borrower a loan covered by
the LOC, with the trust receipt as security for
the loan
Javier | Tiambeng
Letter of credit
• An engagement by a bank or other person
made at the request of a customer that the
issuer will honor drafts or other demands for
payment upon compliance with the
conditions specified in the credit
Trust Receipt
• Entruster (who hold absolute title or security
interests over the goods) releases the same
to the entrustee, who executes a TR binding
himself to hold the goods in trust for the
entruster and to sell / dispose of the goods
with the obligation to turn over proceeds or
return if unsold
Nature of entruster’s security interest
▪ Such interest becomes a “lien” on the goods
because the advances will have to be settled
first before the entrustee can consolidate
ownership over the goods
▪ In the event of default or failure of entrustee to
comply with terms and conditions, entruster MAY
cancel TR
o Optional because entruster may choose
other remedies (separate civ action)
▪ Valid against all creditors of entrustee
o Only exception is when goods are in the
hands of an IPV
Trust receipt violation = estafa
▪ For misappropriation of proceeds of goods
▪ Non-payment of amount involved
▪ Failure to deliver proceeds of sale or the goods
if not sold
▪ Presumption of intent to defraud:
o When the entrustee fails to turn over the
proceeds to entruster; or
o When the entrustee fails to return goods
under trust, if not sold
▪ The law does not seek to enforce payment of the
loan, rather it punishes the dishonesty and abuse
of confidence in the handling of money or goods
▪ Punished as malum prohibitum
Civil liability arising from criminal offense
▪ After criminal action, entruster may enforce civil
liability in a separate civil action
▪ If the entrustee is a corporation, the law makes
the officers or employees or other persons
responsible for the offense liable to suffer penalty
of imprisonment
32
Negotiable Instruments | Justice Caldona
Letter of Credit
• A letter from a merchant or bank in one place, addressed
to another, in another place / country, requesting the
addressee to pay money or delivery goods to a 3rd
party named therein
o The writer of the letter undertakes to provide the
addressee the money for the goods or to repay
him
• A letter requesting one person to make advances to a 3rd
person on the credit of the writer who assumes responsibility
for payment of the debt therefor to the addressee
Contracts involved
o Contract of SALE between buyer and seller
o Contract of buyer with the issuing bank
o LOC proper in which the bank promises to pay the
seller pursuant to the terms and conditions stated
therein
Parties to a LOC
o Buyer / importer
▪ Applies for the LOC and obliges himself to
reimburse the issuing bank upon receipt of the
documents
o Seller / beneficiary
▪ Ships the goods to the buyer and delivers the
documents of title and drafts to the issuing bank
to recover payment
o Opening bank / issuing bank
▪ Usually the buyer’s bank which actually issues the
LOC
▪ Undertakes to pay the seller upon receipt of the
draft and proper documents of titles and to
surrender the documents to the buyer upon
reimbursement
o Advising / Notifying bank
▪ Correspondent bank of the opening bank
through which it advises the beneficiary of the
LOC
o Negotiating bank
▪ Instead of going to the place of the issuing bank
to claim payment, buyer may approach this to
have the draft discounted
o Paying bank
▪ Buys or discounts the drafts contemplated by the
LOC, if such draft is to be drawn on the opening
bank or on another designated bank not in the
city of the seller
▪ As a rule, whenever the facilities of the opening
bank are used, the beneficiary is supposed to
present his drafts to the notifying bank for
negotiation
o Confirming bank
▪ Upon the request of the beneficiary, confirms the
LOC issued by the opening bank
Javier | Tiambeng
Nature of a LOC
o A safe mode of dealing with sales of goods to satisfy
irreconcilable interest of a seller who refuses to part
with his goods before he is paid, and a buyer who
wants to have control of the goods before buying
them
o A commitment by the issuer that the party in whose
favor it is issued and who can collect upon it, will have
his credit against the applicant of the letter duly paid
in the amount specified
o Non-negotiable because issued in favor of
specified person; not to order/bearer
Purpose
o To insure to a seller payment of a definite amount
upon presentation of documents
o The bank deals only with documents
▪ Bank pays seller by virtue of the LOC alone,
without regard to whereabouts / quality of goods
or buyer’s satisfaction
▪ Disputes as to the goods may arise and be
litigated later on, but they may not impede
acceptance of drafts and payment by the
issuing bank when the proper documents are
presented
Failure to open LOC within specified period
o Suffices to prevent a binding juridical tie from being
created
o To bind the offeror, the offeree must comply with the
conditions of the offer
Nature of legal relations arising from LOC
o The seller should strictly observe the terms and
conditions under which the credit is to become
available
▪ Unless he does this, he will have no cause of
action against the bank for refusing to honor
his draft
o LOC is independent of the contract of sale between
buyer and seller
▪ Unaffected by breach of contract of sale or any
controversy arising from such
When is it consummated?
o (Irrevocable LOC – authorizes a creditor in a foreign
country to draw upon a debtor of another and to
negotiate the draft through the agent or
correspondent bank or any bank in the country of the
creditor)
o For an irrevocable LOC, it is consummated when the
agent / correspondent bank or any bank in the
country of the seller pays or delivers to the latter the
amount in foreign currency, as authorized by the bank
in the country by the buyer in compliance with the
LOC
o Date of payment of amount in foreign currency to the
creditor by the correspondent bank of the debtor is
the date of consummation
33
Negotiable Instruments | Justice Caldona
Independence Principle
o In a letter of credit, the issuing bank engages to pay
the seller once the draft and the required shipping
documents are presented to it. In turn, this
arrangement assures the seller of prompt payment,
independent of any breach of the main sales contract.
By this so-called "independence principle," the bank
determines compliance with the letter of credit only by
examining the shipping documents presented; it is
precluded from determining whether the main contract
is actually accomplished or not.
Fraud Risk Exception
▪ Fraud is an exception to the independence
principle.
▪ This exception exists when the beneficiary, for the
purpose of drawing on the credit, fraudulently
presents to the confirming bank, documents that
contain, expressly or by implication, material
representations of fact that to his knowledge are
untrue.
▪ The remedy for fraudulent abuse is an injunction.
However, injunction should not be granted unless:
o There is clear proof of fraud;
o The fraud constitutes fraudulent abuse of
the independent purpose of the letter of
credit and not only fraud under the main
agreement; and
o Irreparable injury might follow if injunction is
not granted or the recovery of damages
would be seriously damaged.
Strict Compliance Rule
o It is a settled rule in commercial transactions involving
letters of credit that the documents tendered must
strictly conform to the terms of the letter of credit.
o The tender of documents by the beneficiary (seller)
must include all documents required by the letter.
o A correspondent bank which departs from what has
been stipulated under the letter of credit, as when it
accepts a faulty tender, acts on its own risks and it may
not thereafter be able to recover from the buyer or
the issuing bank, as the case may be, the money thus
paid to the beneficiary.
Javier | Tiambeng
Irrevocable LOC vs. Confirmed LOC
o An irrevocable credit refers to the duration of the
letter of credit. What it simply means is that the issuing
bank may not without the consent of the beneficiary
(seller) and the applicant (buyer) revoke his
undertaking under the letter.
▪ The issuing bank does not reserve the right to
revoke the credit.
o On the other hand, a confirmed letter of credit
pertains to the kind of obligation assumed by the
correspondent bank.
▪ In this case, the correspondent bank gives an
absolute assurance to the beneficiary that it will
undertake the issuing bank's obligation as its own
according to the terms and conditions of the
credit
o The mere fact that a letter of credit is irrevocable does
not necessarily imply that the correspondent bank in
accepting the instructions of the issuing bank has also
confirmed the letter of credit
Commercial vs. Standby LOCs
o Commercial credits involve the payment of money
under a contract of sale.
▪ Such credits become payable upon the
presentation by the seller-beneficiary of
documents that show he has taken affirmative
steps to comply with the sales agreement.
o In the standby type, the credit is payable upon
certification of a party's non-performance of the
agreement.
▪ The documents that accompany the beneficiary's
draft tend to show that the applicant has not
performed.
o The beneficiary of a commercial credit must
demonstrate by documents that he has performed his
contract. The beneficiary of the standby credit must
certify that his obligor has not performed the contract.
(Transfield Phils. v. Luzon Hydro)
34