Self-Made Reviewer on Law on Negotiable InstrumentsNIL (Act No. 2031)

CHAPTER 1 FORM AND INTERPRETATION

APPLICABILITY OF NIL- Act applies only to negotiable instruments and those meet requirements in Section1.- Any case not provided in this Act, govern by existing legislation or in default rules of law merchant.

3 FUNCTIONS & IMPORTANCE OF NI1. Used as a substitute for money

*NI differs from money; NI is valuable/worthless depending on financial ability of parties to them

2. Media of exchange3. Media of credit transaction

PURPOSE OF NEGOTIABILITY- Allow men of UNDOUBTED credit to carry on business enterprise with the use of instruments knowing that other businessmen will treat this promises as CASH.

Check for immediate paymentBofE & PN for circulation of credits

2 CHARACTERISTICS/FEATURES OF NI1. Negotiability quality/attribute where NI give the HDC the right to hold NI & collect sum payable for himself FREE from defences

*A bona fide holder, FREE from PERSONAL DEFENSES, but may be subject to REAL DEFENSES.

2. Accumulation of Secondary Contracts (as they are transferred from one person to another)

10 COMMON FORMS OF NI (bbbb dd cpt)1. BofE2. Bank check3. Bank notes4. Bankers acceptance5. Bonds6. Drafts7. Due bills8. Check9. Promissory Notes10. Trade acceptance

6 INSTRUMENTS W/ LIMITED NEGOTIABILITY1. LETTER OF CREDIT- letter from merchant/bank/banker in one place, addressed to another (place/country) requesting the addressee to pay money/deliver goods to 3rd party- letter requesting one person to make advances to 3rd person on the credit of writer

2. TREASURY WARRANT- govt warrant for payment of money covering payment/replenishment of cash advances for official expenditures

3. POSTAL MONEY ORDER

4. BILL OF LADING- NO unconditional promise/order to pay a sum certain in money

5. CERTIFICATE OF STOCK- written instrument signed by proper officer of corporation stating name of person (owner of designated # of shares of its stock)- NO unconditional promise/order to pay a sum certain in money

6. WAREHOUSE RECEIPT- NO unconditional promise/order to pay a sum certain in money

Section 1 Memorize

NI contractual obligation to pay money

To determine the negotiability of an instrument, consider the ff:1. whole of the instrument2. only what appears on FACE of the instrument3. provisions of NIL esp. Section1

MAKER person issuing PNDRAWER person issuing BofE

UNCONDITIONAL PROMISE PNUNCONDITIONAL ORDER BofE

*Where the meaning is doubtful, the courts adopted the policy of resolving IN FAVOR OF NEGOTIABILITY of the instrument.

*There is NO ORAL NI.

*The signature (of maker/drawer) is a prima facie evidence of his intention to be bound.

*If the signature placed in instrument, UNCLEAR what capacity person intended to sigh, he is deemed INDORSER not maker/drawer.

*NI CEASES to be negotiable if the INDORSEMENT prohibits FURTHER negotiation of instrument.Eg. Pay to Pedro Cruz.

*PLACE & DATE NOT ESSENTIAL to negotiability of instrument EXCEPT in cases, date IS necessary to know the due/interest.

*Instead of promise to pay, other acceptable terms can be used:- I agree to pay- I will pay- I bind myself to pay- good to A or order- due to A or order- I acknowledge to be indebted

*MERE acknowledgment of debt w/o the word ORDER or BEARER (words of negotiability) DOES NOT satisfy negotiability.

*The word TO THE ORDER OF and OR ORDER is a promise to pay as ordered/commanded by PAYEE but may be payable to BEARER.

*When NO TIME of payment is expressed, an instrument is payable ON DEMAND.

*A note may be signed by SEVERAL persons either JOINTLY or JOINTLY AND SEVERALLY.

PN maker, payeeBofE drawer, drawee, payee (parties need NOT ALL be distinct persons. Thus, drawer may draw on himself payable to his own order.)

December 29, 2013 ManilaP1000 Thirty days after date, pay to (unconditional order to pay) to A or order the sum of One Thousand (P1000) Pesos. Value received and charge the same account of (Sgd.) BTo CCollege, SampalocManila

LEGEND:B drawerC- drawee; not really a party to the bill, assumes liability ONLY when he accepts the bill usually by writing the word ACCEPTED and signs his name on the face where he becomes ACCEPTOR and NOT A DRAWEE. By being this (acceptor), he becomes primarily liable like the MAKER of a note; DRAWER is ONLY A SURETY then.

*The words (in BofE) CHARGE THE SAME TO THE ACCOUNT OF means amount to be paid by DRAWEE is to be charged against the funds of DRAWER. But this may be omitted.

2 IDEA & PURPOSE OF BofE1. DRAWERs funds in hands of DRAWEE2. Liability of DRAWEE for non-payment- If DRAWEE refuses to accept when he has funds for purpose, he is LIABLE TO DRAWER (not to PAYEE) for resulting damages & harm done to his (DRAWER) credit.-If DRAWER no funds in DRAWEE, presumed that DRAWER made arrangements with DRAWEE so he will honor the bill. In such case, DRAWEE must look to the DRAWER for reimbursement and NOT TO BONA FIDE HOLDER.

Section 2 Certainty as to sum, what constitutesSum payable is SUM CERTAIN although paid:- w/ interest- by stated installments- by stated installments w/ provision that upon default in payment of any installment/interest, the whole shall become due- w/ exchange, fixed/current rate- w/ costs of collection/attorneys fee in case payment not made at maturity

*If instrument calls for an ACT OTHER THAN payment of money NOT NEGOTIABLE

*A note giving the MAKER the right to ascertain the AMOUNT payable NON-NEGOTIABLE

*A promise to pay P1000 in two installments or in installments NON-NEGOTIABLE

*Acceleration at option of HOLDER NON-NEGOTIABLE

*Acceleration at option of MAKER NEGOTIABLE(The MAKER can avoid acceleration by paying the installments on their due date)

*The promise/order to pay w/ exchange NEGOTIABLE(EXCHANGE charge for providing funds, may be fixed/current rate; eg. compensating balance)

*Payment in FOREIGN CURRENCY NEGOTIABLE

*Payment w/ EXCHANGE RATE NEGOTIABLE- applicable only to foreign bills

*If payment not made at maturity, then there is ADDED amount due (eg. Cost of collection, attorneys fee) NEGOTIABLE

*Attorneys fee may be REDUCED by courts if found UNREASONABLE; if attorneys fee NOT specified, it shall be in REASONABLE SUM.

*A provision of to pay ALL costs, charges and expenses incurred by PAYEE in ANY legal proceedings for collection of debt NON-NEGOTIABLE

*Acquisition of instrument AFTER MATURITY- a transferee acquiring an instrument when it is OVERDUE would NOT BE HDC & would hold instrument subject to defenses, as if it were NON-NEGOTIABLE.

Section 3 Promise is UNCONDITIONAL when:- INDICATION of a particular fund out of w/c reimbursement is to be made or particular account to be debited w/ the amount (NOT direct source of payment, only source of reimbursement) - NEGOTIABLE- statement of transaction w/c gives rise to instrument - NEGOTIABLE

Promise is NOT UNCONDITIONAL an order/promise to pay OUT OF particular fund (direct source of payment) NON-NEGOTIABLE

*The test of NEGOTIABILITY is whether the instrument carries the GENERAL PERSONAL CREDIT of MAKER/DRAWER.

*A BARE acknowledgment of indebtedness (eg. IOU, due A P1000, for value received) ALONE NON-NEGOTIABLE. But if words like DUE A OR ORDER, DUE B OR BEARER NEGOTIABLE although NO express promissory words

*In BofE, there must be an ORDER TO PAY one party to another, OTHERWISE, it is NON-NEGOTIABLE.

ORDER command/imperative direction

*A MERE request IS NOT an ORDER.(eg. I request you to pay, I wish you would pay, I authorize you to pay)

*The MERE use of POLITE words like PLEASE does NOT convert ORDER into REQUEST.*The NOTE/BILL must be payable ABSOLUTELY.

*It is IMMATERIAL whether the DRAWEE obeys the order to pay or not. The NEGOTIABILITY of a bill DEPENDS upon the TERMS OF ORDER. The DRAWER has his liability under the law.

*If there is CONDITION or subject to CONTINGENCY NON-NEGOTIABLE

* If language used is AMBIGUOUS or OBSCURE, courts usually decide IN FAVOR OF NEGOTIABILITY.

*A MERE recital of consideration for instrument is STILL UNCONDITIONAL NEGOTIABLE (statement merely identifies the transaction w/c gives rise to instrument)(eg. I promise to pay to order of P1000 being the price of the car this day sold and delivered to me; as per our contract; accordance w/ our contract)

*If promise/order is subject to TERMS AND CONDITIONS NON-NEGOTIABLE(As already stated, the negotiability of instrument is to be determined by what appears on its FACE AND NOT ELSEWHERE.)

Section 4 Determinable future time, what constitutes- fixed period after date/sight - NEGOTIABLE- on/before a fixed or determinable future time specified - NEGOTIABLE- ON/AFTER (fixed period) the occurrence of a specified event w/c is CERTAIN to happen, not known when NEGOTIABLE (eg. Death of father); if BEFORE NON-NEGOTIABLE

*An instrument payable w/ CONTINGENCY (an uncertain future event, or an event w/c may or may not happen) is NON-NEGOTIABLE, and the happening of the event DOES NOT cure the defect.

DEMAND INSTRUMENT payment at anytimeTERM INSTRUMENT payabe only UPON ARRIVAL of time for payment

AFTER SIGHT means AFTER the instrument is SEEN by the DRAWEE upon presentment of acceptanceDETERMINABLE FUTURE TIME means a time that can be DETERMINED W/ CERTAINTY AFTER execution of instrument

Section 5 Additional provisions still NEGOTIABLE:- authorizes SALE OF COLLATERAL securities- authorizes a CONFESSION OF JUDGMENT (written acknowledgment by defendant of his indebtedness/liability to plaintiff) if not paid at maturity

- waives the BENEFIT OF ANY LAW intended for advantage/protection of obligor.(eg. Pay bearer P1000. Notice of dishonor waived.)

- gives HOLDER the election to require something to be done in lieu of payment of money(eg. I promise to pay P1000 to A or order or an air conditioner at the option of the holder NEGOTIABLE;I promise to pay P1000 to A or order or air conditioner NON-NEGOTIABLE because HOLDER cannot COMPEL him to make payment in MONEY)

Section 6 OMISSIONS; SEAL; PARTICULAR IN MONEYStill NEGOTIABLE:- NO DATE(If there is a date stated but there is no such date in calendar, the law will deem the NEAREST DATE of the month the date intended; eg. Note dated Apr31 will be construed to be intended for Apr30)

- NO VALUE given(eg. NO written for value received)

- NO PLACE where it is drawn or is payable(An instrument that does not specify the place of payment is presumed to be payable at the place/residence/business of MAKER/DRAWER.)

- WITH SEAL

- Designates a PARTICULAR KIND of current money as payment(eg. I promise to pay A or order P1000 in Central Bank of fifty peso bills.)

Section 7 Payable on DEMAND when:- EXPRESSED to be payable ON DEMAND, at sight, or on presentation

- NO TIME for payment is expressed(eg. Pay to A or order P1000)

Where the instrument is issued, accepted, or indorsed when OVERDUE, it is, as regards the person so issuing, accepting, or indorsing it, PAYABLE ON DEMAND.*An OVERDUE instrument is a DEMAND paper. A HOLDER has immediate right of payment for money promised/ordered to be paid.Instead of ON DEMAND, other acceptable terms can be used:- at sight (used in BofE)- on presentation- on call- at anytime called for

*PAYABLE ON DEMAND as regards the MAKER (late issuance), the ACCEPTOR (late received), the INDORSER (late indorsed)

Section 8 Instrument may be drawn PAYABLE TO THE ORDER of:- PAYEE; not maker/drawer/drawee

- drawer(eg. Pay to the order of myself P1000)or maker(eg. I promise to pay to the order of myself P1000)

- 2 or more PAYEES jointly(eg. Pay to the order of A and B P1000)

- 1 or more of several PAYEES(eg. Pay to the order of A or B P1000)

- HOLDER OF AN OFFICE at the time being(eg. Pay to the order of the Commissioner of BIR)

*An instrument is PAYABLE TO ORDER where it is drawn payable:1. to the order of a specified person2. to him or his orderConsequently, an instrument payable to a SPECIFIED person (eg. Pay to A) is NON-NEGOTIABLE as the promise/order is LIMITED to paying one person.

*to the order of, or order, to A and his assigns can be used.

*NO PAYEE, not named, not described NON-NEGOTIABLE because there would be nobody who could indorse the instrument and nobody who could give the order or authority to collect.

Section 9 PAYABLE TO BEARER WHEN:- Expressed to be SO PAYABLE.(But an instrument payable to bearer, A is NON-NEGOTIABLE, since the word BEARER in such case describes A, therefore, payable to A DEFINITE PERSON ONLY)

- Payable to person named therein or BEARER.(eg. Pay to A or bearer P1000; Pay to B or holder P1000)

- Payable to order of FICTITIOUS PERSON and such fact was KNOWN to person making it so payable.(eg. Pay to King Kong or order P1000)* The bill is PAYABLE TO BEARER and NOT TO ORDER because King Kong is a fictitious (feigned/pretended) person.

- Name of PAYEE is not name of any person.(eg. Pay to the order of Queen of Planet Venus)(eg. Pay to cash, Pay to money, Pay to sundries)*The intention of the DRAWER is to make the instrument a BEARER PAPER negotiable by delivery.

- Only/last INDORSEMENT is indorsement in BLANK.

*The word INDORSEMENT, as used in the law, refers only to NI.

Section 10 Terms, sufficient when:CLEARLY INDICATE THE INTENTION to conform the requirements thereof.

*A MERE defect in language/grammatical error still NEGOTIABLE

Section 11 Presumption as to dateIf instrument BEARS A DATE, it is PRESUMED to be the TRUE DATE (prima facie) made by maker, drawn by drawer, accepted by drawee, or indorsed by payee/holder.*He who claims that some other date is the true date has the burden to ESTABLISH the CLAIM.Section 12 Ante-dated and Post-datedInstrument is VALID although it is ANTE-DATED (earlier than true date) or POST-DATED (later than true date), provided that it is NOT DONE for illegal/fraudulent purpose (eg. Bouncing check, NSF).The person TO WHOM an instrument is dated is delivered acquires the TITLE thereto as of the date of delivery.The ANTE-DATED/POST-DATED may be negotiated BEFORE/AFTER the date given as long as it is NOT NEGOTIATED AFTER ITS MATURITY.

Section 13 Date may be inserted when:1. an instrument is payable at a fixed period AFTER DATE but is ISSUED UNDATED,2. an instrument is payable at a fixed period AFTER SIGHT but the ACCEPTANCE is UNDATED

ANY HOLDER may insert therein the true date of issue/acceptance and the instrument shall be payable accordingly.

The insertion of a WRONG DATE DOES NOT avoid the instrument in the hands of the SUBSEQUENT HDC; but as to him the date so inserted is to be regarded as the TRUE DATE.

*The insertion of WRONG DATE constitutes MATERIAL ATERATION.

Section 14 INCOMPLETE and DELIVERED (personal defense)(4) RULES1. AUTHORITY TO FILL UP THE BLANKS- The HOLDER/person in possession has prima facie authority TO COMPLETE an INCOMPLETE INSTRUMENT by filling up the blanks thereinThe law speaks of MATERIAL PARTICULAR (blanks for date, due date, name of PAYEE, amount, rate of interest) may be filled in. It has been held that even the blank for the name of the DRAWER may be filled up.

*The authority to complete is not an authority to alter. So, the HOLDER has NO AUTHORITY to change the amount after it has been filled in, or to insert the words OR ORDER or OR BEARER after the name of the PAYEE.

2. AUTHORITY TO PUT ANY AMOUNT- A signature on a BLANK paper delivered in order to be converted into a NI is a prima facie authority to fill it up as such for any amount.

3. RIGHT AGAINST PARTY PRIOR TO COMPLETION- If an instrument is incomplete when delivered, the HOLDER has prima facie authority to fill up the blanks thereon.- If a blank paper is delivered by the person making the signature, the HOLDER has prima facie authority to fill it up for any amount if the person making the signature INTENDED TO CONVERT it into NI.- In either case of the above (2) situations, the presumption is that the BLANK was filled in ACCORDANCE W/ THE AUTHORITY GIVEN and W/IN REASONABLE TIME.

4. RIGHT OF HDC- not enforceable; personal defenses- The rule is founded upon the principle that where one of 2 persons must suffer by the bad faith of another, the loss must fall upon the one who FIRST REPOSED confidence and made it possible for the loss to occur.

Section 15 INCOMPLETE and UNDELIVERED (real defense)When an INCOMPLETE instrument is UNDELIVERED, if completed & negotiated w/o authority, be a VALID CONTRACT in the hands of ANY HOLDER, as against any person whose signature was placed thereon before delivery.

In the absence of any delivery, the instrument though complete in all particulars, there is NO CONTRACT.

(2) RULES1. DEFENSE EVEN AGAINST HDC- Law is specific that instrument is NOT a VALID CONTRACT in the hands of any HOLDER even HDC.

2. DEFENSE AVAILABLE TO PARTIES PRIOR TO DELIVERY- The invalidity of the instrument is only w/ reference to the parties whose signatures appear on the instrument BEFORE and NOT AFTER DELIVERY.(eg. A(maker) P(steals) B C D; Instrument can be enforced against P, B, C because, as indorsers, they warrant that the instrument is GENUINE and in all respects what it purports to be, etc. As their signatures appear on the instrument after delivery, the instrument is valid as to them; In case of P, he is liable not merely because he is an indorser but also because he is the one responsible for the theft, and the completion and negotiation of the instrument.)

Section 16 COMPLETE and UNDELIVERED (personal defenses)(4) RULES1. UNDELIVERED Every contract on NI even if it is completely written is INCOMPLETE AND REVOCABLE UNTIL it is delivery for the purpose of giving it effect.

a. DELIVERY transfer of possession, actual/constructive, from one person to another. It may be made either by the maker/drawer himself or through a duly authorized agent.

b. ISSUE FIRST delivery of the instrument, complete in form, to a person who takes it as HOLDER.

C. HOLDER PAYEE/INDORSEE of bill/note who is in possession of it, or the BEARER thereof.

2. IN POSSESSION OF PARTY OTHER THAN HDC- If a complete instrument is found in the possession of an IMMEDIATE PARTY (know the conditions/limitations placed upon delivery of instrument) or a REMOTE PARTY (indirect contractual relation to each other) other than HDC, there is prima facie presumption of delivery but subject to rebuttal.- An UNDELIVERED instrument is INOPERATIVE because DELIVERY is a PREREQUISITE to LIABILITY. However, if instrument is NO LONGER in the possession of the person who signed it and it is COMPLETE in its terms, a VALID AND INTENTIONAL delivery by him is PRESUMED until the contrary is proved.

3. DELIVERED UNCONDITIONALLY OR FOR A SPECIAL PURPOSE- If delivery was made/authorized, it may be shown to have been conditional, or for a special purpose only and not for the purpose of transferring the property (title) to the instrument.- When delivery is made, it is presumed to be made w/ the intention to transfer ownership of the instrument to the payee.- (eg. A delivers the note to B on condition that it will not be binding on him UNTIL co-maker has been procured or for safekeeping, or for collection only.B cannot enforce the instrument against A because A can set up the defense that the delivery was conditional or for a special purpose only and not for the purpose of transferring title to the instrument.

4. IN THE HANDS OF HDC- If a COMPLETE instrument is in the hands of HDC, a valid delivery thereof by all parties PRIOR to him is CONCLUSIVELY PRESUMED.A presumption is said to be CONCLUSIVE when it admits of no evidence to the contrary

Section 17 Construction where instrument is AMBIGUOUSa. Sum payable expressed both in WORDS and in FIGURES, and there is discrepancy between the two, SUM in WORDS is SUM PAYABLE; but if WORDS are AMBIGUOUS/UNCERTAIN, FIGURES may be the reference.

b. Instrument w/ interest but NO DATE specifies, interest runs from the date of instrument; if instrument is UNDATED, from issue thereof.

c. Instrument UNDATED, considered to be dated as of time it was ISSUED.

d. Conflict between WRITTEN and PRINTED provisions of instrument, WRITTEN provisions prevail.*The reason for the rule is that the written words are deemed to express the true intention of the MAKER/DRAWER because they are placed there by himself w/o any particular contract in view.

e. Instrument is AMBIGUOUS whether note or bill, the HOLDER may treat it as EITHER at HIS ELECTION.

f. Signature placed in instrument UNCLEAR what capacity person making the same intended to sign, he is deemed INDORSER.*Signature of: (usually)MAKER lower right-hand cornerDRAWEE lower left-hand cornerHOLDER - back

g. Instrument contain words I promise to pay signed by TWO OR MORE PERSONS, they are deemed to be JOINTLY AND SEVERALLY LIABLE thereon.*I promise to pay signed by 2 or more persons SOLIDARY LIABILITY (anyone of the signers may be held liable for the whole amount of instrument)*We promise to pay signed by 2 or more persons JOINT LIABILITY (there are as many debts are there are debtors, each debt being considered distinct and separate from each other)

Section 18 Liability of person signing in trade or assumed nameGENERAL RULE: Only persons whose signatures appear on an instrument ARE LIABLE thereon.EXCEPTIONS:a. Where a person signs in a trade or assumed name.b. The PRINCIPAL is liable if a duly authorized agent signs on his own behalf.c. In case of forgery, the FORGER is LIABLE even if his signature does not appear on the instrument.d. When the ACCEPTOR makes his acceptance of a bill on a SEPARATE paper.e. Where a person makes a WRITTEN promise to ACCEPT a BILL BEFORE it is drawn.

Section 19 Signature by agent; authority; how shown- The MAKER/DRAWER may sign the instrument PERSONALLY or by another DULY AUTHORIZED by him.

- The authority of the AGENT may be shown, as in other cases of agency, to have been given ORALLY or in WRITING subject to the provisions of the STATUTE OF FRAUDS. It has been held competent for the AGENT to sign simply the PRINCIPALS NAME and to show his authority to do so by other evidence.

Section 20 Liability of person signing as agent, etc.(3) When agent MAY ESCAPE personal liability:1. He is duly authorized;2. He add words to his signature indicating that he signs AS AN AGENT, that is, for or on behalf of a principal, or I a representative capacity;3. He discloses his PRINCIPAL.

*The MERE addition of DESCRIPTIVE WORDS w/o DISCLOSING the PRINCIPAL will not relieve signer from personal liability, although he add to his signature the word AGENT, TRUSTEE, ADMINISTRATOR, GUARDIAN, or DIRECTOR (words added are but description personae describing the person who signed the instrument)

Section 21 Effect of signature by PROCURATIONPROCURATION act by w/c a PRINCIPAL gives power to another to act in HIS PLACE as he could himself.- has special and technical meaning; gives a WARNING that the AGENT has but a LIMITED AUTHORITY so that IT IS the duty of the person dealing w/ him to INQUIRE into the extent of his (AGENT) authority.

*The PRINCIPAL is NOT BOUND if the agent has exceeded the ACTUAL LIMITS of his authority, although he may acted w/in the general scope of the agency.

(eg. A signature by procuration may be made as follows:

A MercadoPer Procuration: B San Miguel

Instead of per procuration, per proc., P.P., or pp may be used.

Section 22 Effect of indorsement by INFANT or CORPORATIONThe indorsement/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 PERSONS1. MINORS- As a general rule, contracts entered into by a minor ARE VOIDABLE at his instance or at the instance of his guardian. a. While MINOR NOT BOUND by his indorsement for lack of capacity, he CAN TRANSFER certain RIGHTS. Minority is a real defense available to MINOR. b. A MINOR may be BOUND where he is guilty of ACTUAL FRAUD committed by specifically stating that he is of age, when, in fact he is not.

2. OTHER INCAPACITATED PERSONS- As far as such persons (incapacitated, insane, demented, deaf-mutes, etc) are concerned, THEIR CAPACITY IS A REAL DEFENSE, that is, available even against HDC.

EFFECT OF INDORSEMENT BY A CORPORATIONAs regards corporations, Section 22 applies to cases where corporation has committed ultra vires acts (acts beyond its powers).It has been held that a corporation IS NOT LIABLE on notes in a suit thereon by an indorsee, where the corporation is WITHOUT CAPACITY to make the contract in fulfilment of w/c they are executed.

Section 23 Effect of FORGED signature

FORGERY counterfeit-making or fraudulent alteration of any writing w/ INTENT TO DEFRAUD (eg. Signing of anothers name; alteration of an instrument in the name,a mount, description of person and the like)- a REAL DEFENSE even against HDC

(2) Cases where SIGNATURE is wholly INOPERATIVE and NO RIGHT can be acquired through the FORGED SIGNATURE:1. Where signature on instrument is affixed by one who DOES NOT claim to act as an agent and who has NO AUTHORITY to bind the person whose signature he has forged; and2. Where signature is affixed by one who purports to be an AGENT BUT NO AUTHORITY to bind the ALLEGED principal.

(2) CASES OF FORGERY IN GENERAL1. Forgery of PROMISSORY NOTES- indorsement of the note- MAKERs signature

2. Forgery of BILLS OF EXCHANGE- indorsement of the bill- DRAWERs signature (either w/ acceptance by DRAWEE; or w/o such acceptance but the bill is paid by DRAWEE)

*Section 23 DOES NOT purport to declare the instrument TOTALLY VOID nor the GENUINE signatures thereon INOPERATIVE. IT IS ONLY THE FORGED/UNAUTHORIZED SIGANTURE that is declared to be INOPERATIVE.In other words, RIGHTS MAY STILL EXIST and be enforced by virtue of such instrument as to those whose signature thereto are found to be genuine.

M P A, X (obtains possession of note and forged As signature) B C

C cannot enforce the instrument against M and P because Cs rights against them are CUT OFF by the FORGED SIGNATURE of A w/c is WHOLLY INOPERATIVE.

Neither can C enforce the note against A because As signature is wholly inoperative. C has NO RIGHT to retain, discharge, or ENFORCE PAYMENT OF, the note UNDER the forged signature of A.

But C may go against B whose signature is GENUINE and therefore, OPERATIVE. B is a GENERAL INDORSER who warranted to C that the instrument is GENUINE and was VALID and SUBSISTING (existing) at the time of Bs indorsement.

Of course, B or C has a right of recourse against X, the forger.

A can recover from M and P because his rights against them WERE NOT affected by forgery. The signature of M and P are genuine and they are liable to A on their contract.

2 EXCEPTIONS TO THE GENERAL RULE THAT NO RIGHT/TITLE CAN BE ACQUIRED TO AN NI THROUGH OR UNDER A FORGED/UNAUTHORIZED SIGNATURE1. If the party against whom it is sought to enforce such right is PRECLUDED (stopped) from setting up forgery or want of authority; and2. Where forged signature is NOT necessary to the HOLDERS TITLE in w/c case the forgery may be DISREGARDED.(2) PERSONS PRECLUDED FROM SETTING UP THE DEFENSE OF FORGERY1. Those who by their acts, silence, or negligence are estopped from setting up the defense of forgery; and2. Those who warrant/admit the genuineness of the signatures in question, namely: a. indorsers b. acceptors c. persons negotiating by delivery

READ pp.76-77

(4) RIGHTS OF PARTIES IN CASES OF FORGED INSTRUMENTS1. Where note payable to order- Where the note is payable to ORDER, the party whose indorsement (inoperative) is forged IS NOT LIABLE to any holder even HDC.- The other parties (including the MAKER) prior to the party whose signature is forged ARE NOT ALSO LIABLE to ANY HOLDER. The instrument being payable to order, can be negotiated ONLY BY INDORSEMENT COMPLETED BY DELIVERY. But since the indorsement is forged, it is INOPERATIVE, and therefore, cannot operate to transfer ANY RIGHT/TITLE over the instrument.

2. Where note payable to bearer- Where the note, mechanically complete, is originally payable to bearer, the party whose indorsement is forged is LIABLE to HDC but NOT to one who IS NOT HDC.- The other parties (including the MAKER) prior to the party whose signature is forged, MAY ALSO BE HELD LIABLE by one who is NOT HDC.The reason is that the instrument being originally payable to bearer, it can be negotiated by MERE DELIVERY even w/o indorsement. Hence, even if the indorsement is forged, the FORGERY MAY BE DISREGARDED.

3. Where bill payable to order- Where the bill is payable to ORDER, the party whose indorsement (inoperative) is forged IS NOT LIABLE to any holder even HDC. a. If DRAWEE pays under a forged indorsement, DRAWER NOT LIABLE on the bill and DRAWEE may not debit the DRAWERs account. b. Where, however, checks received MERELY FOR COLLECTION and deposit, the bank, as agent, CANNOT BE EXPECTED to know/ascertain the GENUINENESS of all PRIOR indorsements.

4. Where bill payable to bearer- In case the bill is originally payable to BEARER, the DRAWEE may debit the DRAWERs account in spite of the forged indorsement. The reason is that the forged instrument is NOT NECESSARY to the title of the holder. The DRAWEE cannot recover from the HOLDER.

Section 30 What constitutes negotiationNegotiation to constitute the transferee the HOLDER thereof

2 METHODS OF NEGOTIATION1. BEARER delivery2. ORDER indorsement then delivery

*ANY person in possession of BEARER instrument is ALWAYS the bearer thereof, although he may have NO legal RIGHT thereto. Meaning, if instrument is negotiated to HDC, the latter may acquire BETTER RIGHT than transferor.

*NO NEGOTIATION if the transfer does NOT make the transferee the HOLDER of instrument.(eg. If M makes a note payable to P or order, then P delivers w/o indorsement to A, negotiation is NOT affected because A, by such transfer, DOES NOT become the HOLDER.) just an ordinary ASSIGNMENT because it is ORDER instrument but NOT indorsed.

*PAYMENT of check (or other bill) by drawee-bank is NOT NEGOTIATION and does NOT make bank the HOLDER; BANK is not the payee or indorsee; check is EXTINGUISHED and CANNOT be put in circulation again to bind the drawer or indorser.

* The writing of HOLDERs name on the back of the check before surrendering for PAYMENT to drawee-bank is NOT INDORSEMENT. Signature merely serves as RECEIPT OF MONEY. Upon payment, the CHECK becomes merely a VOUCHER, NOT a transfer of TITLE thereto.

3 BASIC METHODS TO TRANSFER NI1. ISSUE 1st DELIVERY of instrument COMPLETE in form to a person who takes it as HOLDER - 1st TRANSFER of instrument to PAYEE2. NEGOTIATION - to constitute the transferee the HOLDER thereof3. ASSIGNMENT assignee is placed in the position of assignor; assignee acquires instrument subject to personal and real defenses available against assignor

*NI can be NEGOTIATED or ASSIGNED; NON-NI can only be ASSIGNED/TRANSFERRED, NOT negotiated. --------------------------------------------------------------------------*Indorsement NOT ONLY mode of transfer but also involves NEW CONTRACT and OBLIGATION on part of INDORSER an IMPLIED guaranty that instrument be paid according to terms thereof.

NEGOTIATIONASSIGNMENTOnly to NIAll contractsTransferee is HOLDERTransferee is ASSIGNEEHDC - REAL defensesASSIGNEE PERSONAL and REAL defensesMay acquire BETTER title than PRIOR partyMerely steps in shoes of ASSIGNORGENERAL INDORSER warrants SOLVENCY of PRIOR partiesASSIGNOR does NOT warrant SOLVENCY of prior parties (unless stipulated or INSOLVENCY known to him)INDORSER NOT LIABLE (unless there is PRESENT-MENT and NOTICE of DISHONOR)ASSIGNOR IS LIABLE even w/o NOTICE OF DISHO-NORGoverned by NILGoverned by CIVIL CODE on assignment of credits

Can there be negotiation to a PAYEE?MAKER/DRAWER PAYEE payee acquires title by ISSUANCE, NOT negotiationMAKER/DRAWER AGENT of MAKER/DRAWER PAYEE payee acquires title by NEGOTIATION

*If negotiation refers to instrument already completely executed/ISSUED, then ONLY HOLDERS SUBSEQUENT TO PAYEE can acquire title by NEGOTIATION.

*There is NEGOTIATION also to PAYEE when instrument delivered BACK to him by LAST HOLDER. (In such case, indorsement of LAST HOLDER not necessary because PAYEE is remitted to his FORMER RIGHTS, and all intervening parties are DISCHARGED from LIABILITY.)

Section 31 Indorsement; how madeIndorsement be written on INSTRUMENT itself or upon paper attached (allonge) thereto.Signature of INDORSER, w/o additional words, is SUFFICIENT INDORSEMENT.

INDORSEMENT (from Latin in dorsa writing on the back) writing of indorsers name on the instrument w/ the intent EITHER 1.) to transfer TITLE to the same, or 2.) to STRENGTHEN security of HOLDER by assuming contingent liability for its future payment, OR BOTH.

*Indorsement w/o delivery conveys NO TITLE and NO HOLDER.

NECESSITY (SIGNIFICANCE) OF INDORSEMENTS1. Essential to the execution and for FURTHER NEGOTATION of ORDER instrument.(eg. Note payable: to the order of P, P must indorse it BEFORE it can be further negotiated)2. Not necessary to a mere ASSIGNMENT.(Thus, one can acquire title w/o indorsement of ORDER instrument but he CANNOT be HDC thereof although entitled to indorsement made.)3. Determines SUBSEQUENT negotiations or transfer of instrument.(Indorsement may determine whether another indorsement can be further negotiated [special indorsement] w/ indorsee name;or NO further indorsement required for negotiation because it is converted into a BEARER instrument negotiated by DELIVERY [blank instrument] w/ indorsee signature only;or RESTRICTED for further negotiation [restrictive indorsement] w/ additional words w/c prohibit/limit further negotiation)

FORM OF INDORSEMENTLaw does NOT require EXCLUSIVE FORM by w/c indorsement be accomplished but it must be IN WRITING.Just like signature of maker/drawer, INDORSEMENT may be written in INK, PRINTED, (RUBBER) STAMPED, TYPEWRITTEN, or any means that will create a mark.

LOCATION OF INSTRUMENT1. On instrument itself*As a matter of practice, indorsement is WRITTEN AT THE BACK of instrument (referred to as dorsal portion of instrument) but it may be written on the face (although it would entail risk of being held liable as co-maker [PN] or co-drawer [BofE].2. Upon paper attached thereto (allonge)*A paper that is merely clipped/pinned to an instrument is NOT an ALLONGE, and anything written on it CANNOT be considered as INDORSEMENT. Accordingly, person in possession of instrument is NOT the HOLDER.

*If there is still space for indorsements, the use of ALLONGE should be avoided so as not to cause CONFUSION on ORDER OF LIABILITY of indorsers.

Section 32 Indorsement must be of entire instrument(object of provision: to avoid multiplicity of suits/actions in court)NO NEGOTIATION if indorsement transfer ONLY PART of AMOUNT payable (not HOLDER but merely is an ASSIGNEE; renders instrument NON-NEGOTIABLE, NOT PAYEE/BEARER of note, NOT INDORSEE.(eg. The total payable is P10 000, Pay to A P8 000 NOT VALID NEGOTIATION)Exception to entirety: Where instrument has been paid in part, it may be indorsed as to the RESIDUE.(eg. The total payable is P10 000, P2 000 is already paid. Pay to A P8 000 VALID NEGOTIATION)

NO NEGOTIATION if indorsement transfer instrument to 2 or more indorsees severally. (eg. Pay to A P8 000 and pay to B P2 000 NOT VALID NEGOTIATION)

However, there is VALID NEGOTIATION if indorsees are JOINT.(eg. Pay to A and B P10 00 VALID NEGOTIATION) A and B must BOTH indorse UNLESS they are PARTNERS, or one is authorized to indorse for both of them, in w/c case, only one may indorse.

Section 33 Kinds of Indorsement5 CLASSIFICATIONS OF INDORSEMENT1. As to the METHODS OF NEGOTIATIONSpecialBlank2. As to the KIND OF TITLE TRANSFERREDRestrictiveNon-restrictive3. As to the SCOPE OF LIABILITY OF INDORSERQualifiedUnqualified (general)4. As to the PRESENCE/ABSENCE OF LIMITATIONSConditionalUnconditional5. Other kinds of indorsementsJOINT payable to two or more persons jointlySUCCESSIVE in succession by several indorsers who are liable prima facie in ORDER in w/c they indorseREGULAR Delivery IndorsementIRREGULAR (ANOMALOUS) (placed signature in blank before delivery) Indorsement DeliveryFACULTATIVE indorser ENLARGES his liability by writing over his signature a WAIVER of usual demand (formal protest) and NOTICE OF NON-PAYMENT (dishonor).

Section 34 Special, and blank indorsementSPECIAL indorsement w/ indorsee name; can be further negotiated.[eg. Pay to A; Pay to the order of A; Pay to A or order (Sgd.) B]

*If instrument originally payable to ORDER, INDORSEMENT NECESSARY for FURTHER negotiation of instrument.

*If instrument originally payable to BEARER, it may be further negotiated by indorsement or even by mere delivery but REMAINS a BEARER instrument even if specially indorsed. (BEARER ALWAYS A BEARER.)

BLANK indorsement specifies no indorsee; can be negotiated by DELIVERY because it becomes a BEARER instrument.[eg. I promise to pay A or order P10 000 (Sgd.) BA (payee) may indorse the instrument in blank by SIMPLY writing his signature at BACK of instrument: (Sgd.) A ]

*If instrument is payable to ORDER on its face and the ONLY or LAST indorsement is in BLANK, it is CONVERTED into BEARER instrument.

*If instrument is payable to BEARER on its face, ANY indorsement, whether SPECIAL or BLANK, does NOT change as BEARER instrument. (BEARER ALWAYS A BEARER.)

*A BLANK INDORSEMENT may be negotiated by delivery, or by indorsement and delivery.However, ORDER instrument SPECIALLY INDORSED AFTER BLANK INDORSEMENT reacquires status as ORDER INSTRUMENT.(eg. ORDER instrument indorsed: SPECIAL SPECIAL BLANK (becomes a BEARER instrument) SPECIAL (becomes ORDER instrument, again) SPECIAL)

Section 35 Blank SPECIAL- Done by writing APPROPRIATE words OVER the signature of indorser in blank.- The INDORSEE CANNOT add to the indorsement ANY contract INCONSISTENT w/ character of indorsement. (eg. Adding protest waived; Demand and notice waived; Without recourse; if such was NOT THE INTENTION of parties. Also, adding I hereby guaranty payment will make INDORSER LIABLE as GUARANTOR and thus NOT ENTITLED to NOTICE in case of DISHONOR.)

*The INSERTION of UNATHORIZED contracts constitutes MATERIAL ALTERATION and AVOIDS INDORSEMENT.

[eg. BLANK SPECIALM P (special) A (blank) B (beomes BEARER) (if indorse specially, negotiation will be effected only indorsement) C (special indorsee)In example, the indorsement by P A and A B may appear:Pay to A (Sgd.) P (sgd.) A

B, as HOLDER of instrument w/ BLANK indorsement, may PROTECT himself by converting it into SPECIAL indorsement, as for example, by writing Pay to B, thereby indorsing it to himself. Thus, the ff will appear:

Pay to A (Sgd.) P Pay to B (sgd.) ASection 36 Restrictive indorsement:RESTRICTIVE INDORSEMENT RESTRAINS the negotia-bility of instrument for purpose or to the person stated therein.

a. Prohibits further negotiation of instrument.(becomes NON-NEGOTIABLE)Pay to A onlyPay to A and to no other personHere, A is the only one authorized to receive payment.

b. Constitutes INDORSEE the AGENT OF INDORSER (AGENCY type: AGENT NO TITLE to instrument; holds instrument as AGENT of principal, the restrictive indorser subject to restrictive indorsement.)Pay to B for collectionPay to B for collection and remittancePay to B for collection onlyPay to B for deposit

c. Vests title in INDORSEE in TRUST for or use of some other person(TRUST type: transfers TITLE to INDORSEE NOT FOR HIMSELF but in trust of for BENEFIT of another person including INDORSER. The INDORSEE CANNOT NEGOTIATE instrument for OWN BENEFIT BUT FOR BENEFICIAL OWNER.)Pay to C in trust for DPay to C as trustee for DPay to A for my usePay to C for the use of D

Mere absence of words of negotiability does NOT make the indorsement restrictive.

*BUT if there are restrictive words stated like only, it prevents further negotiation, become restrictive indorsement, and NON-NEGOTIABLE.