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Vicente De Ocampo vs Anita Gatchalian

FACTS : Manuel Gonzales offered to sell a car to Anita Gatchalian, who was looking for a car for her husbands use.
Manuel represented that he was duly authorized by Ocampo Clinic, the car owner, to look for buyer, negotiate and
accomplish the sale of the car. Anita requested Manuel to bring the car and Certificate of Registration for her
husband to see; but Manuel said that he can bring the car on the condition that Anita gives him a check to show to
the owner as evidence of Anitas good faith in the intention to buy the car.
Anita gave Manuel a check in the amount of P600, on the condition that the check will only be for
safekeeping and will be returned to her the following day when the car and Certficate of Registration will be brought
by Manuel.Manuel failed to appear the following day, so Anita issued a Stop Payment Order on the check with the
drawee bank, which was issued without previous notice to holder.
Meanwhile, Manuel delivered the check to Ocampo Clinic, in payment of the hospitalization expenses of his
wife, Matilde Gonzales. Vicente de Ocampo gave Manuel change of P158.25 difference of P600 value of check
less P441.75 total hospitalization fees.
Vicente de Ocampo sued Manuel for estafa for not paying his obligations to the Ocampo Clinic and for
receiving the cash balance of the check.

ISSUE: Whether or not De Ocampo is a holder in due course.

HELD: No. Section 52 of the Negotiable Instruments Law, defines holder in due course, thus:
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 had 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.
The Supreme Court emphasized that if one is such a holder in due course, it is immaterial that he was the payee and
an immediate party to the instrument. The Supreme Court however ruled that De Ocampo is not a holder in due
course for his lack of good faith. De Ocampo should have inquired as to the legal title of Manuel to the said check.
The fact that Gatchalian has no obligation to De Ocampo and yet hes named as the payee in the check hould have
apprised De Ocampo; that the check did not correspond to Matilde Gonzales obligation with the clinic because of the
fact that it was for P600.00 more than the indebtedness; that why was Manuel in possession of the check all
these gave De Ocampo the duty to ascertain from the holder Manuel Gonzales what the nature of the latters title to
the check was or the nature of his possession.
Salas vs CA

Petitioner Salas bought a motor vehicle from the Violago Motor Sales Corporation (VMSC) evidenced by a
promissory note. VMSC subsequently endorsed to Private Respondent Filinvest Finance & Leasing
Corporation which financed the purchase.
Petitioner defaulted in her installments allegedly due to a discrepancy in the engine and chassis numbers of
the vehicle delivered to her and those indicated in the sales invoice, certificate of registration and deed of
chattel mortgage, which fact she discovered when the vehicle figured in an accident.
This failure to pay prompted private respondent to initiate a case for the collection of a sum of money
against petitioner before the Regional Trial Court of Pampanga.
The trial court decided in favor of the PR.
Both petitioner and private respondent appealed the aforesaid decision to the Court of Appeals.
Imputing fraud, bad faith and misrepresentation against VMS for having delivered a different vehicle to
petitioner, the latter prayed for a reversal of the trial court's decision so that she may be absolved from the
obligation under the contract.
The Court of Appeals rendered its assailed decision.
Petitioner's motion for reconsideration was denied; hence, the present recourse.

Issues: whether the promissory note in question is a negotiable instrument which will bar completely all the available
defenses of the petitioner against private respondent.

Held: A careful study of the questioned promissory note shows that it is a negotiable instrument, having complied
with the requisites under the law as follows: [a] it is in writing and signed by the maker Juanita Salas; [b] it contains
an unconditional promise to pay the amount of P58,138.20; [c] it is payable at a fixed or determinable future time
which is "P1,614.95 monthly for 36 months due and payable on the 21 st day of each month starting March 21, 1980
thru and inclusive of Feb. 21, 1983;" [d] it is payable to Violago Motor Sales Corporation, or order and as such, [e] the
drawee is named or indicated with certainty.
In the case at bar, however, the situation is different. Indubitably, the basis of private respondent's claim against
petitioner is a promissory note which bears all the earmarks of negotiability.
It was negotiated by indorsement in writing on the instrument itself payable to the Order of Filinvest Finance and
Leasing Corporation and it is an indorsement of the entire instrument.
Under the circumstances, there appears to be no question that Filinvest is a holder in due course, having taken the
instrument under the following conditions: [a] it is complete and regular upon its face; [b] it became the holder thereof
before it was overdue, and without notice that it had previously been dishonored; [c] it took the same in good faith
and for value; and [d] when it was negotiated to Filinvest, the latter had no notice of any infirmity in the instrument or
defect in the title of VMS Corporation.
Accordingly, Respondent Corporation 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. This being so, petitioner cannot set up against respondent the defense of nullity of the contract of sale
between her and VMS.

Facts: Consolidated Plywood Industries Inc. (CPII) is a corporation engaged in the logging business. It had for its
program of logging activities the opening of additional roads, and simultaneous logging operations along the route of
said roads. With this, it requires two more units of tractors to attain its objective. Atlantic Gulf and Pacific Company of
Manilas sister company, Industrial Products Marketing (IPM), offered to sell to CPII 2 "Used" Allis Crawler Tractors.
IPM assured CPII that the "Used" Allis Crawler Tractors which were offered are fit for the job, and gave the
corresponding warranty of 90 days performance of the machines and availability of parts. The president and vice
president of CPII, agreed to purchase on installment said 2 units of "Used" Allis Crawler Tractors relying on IPMs
guarantee. They paid a down payment of 210,000.00. After issuance of the sales invoice, the deed of sale with
chattel mortgage with promissory note was executed. Simultaneously with the execution of the deed of sale with
chattel mortgage with promissory note, IPM, by means of a deed of assignment, assigned its rights and interest in the
chattel mortgage in favor of IFC Leasing and Acceptance Corporation. Immediately thereafter, IPM delivered said 2
units of "Used tractors to CPII's jobsite as agreed upon. Eventually, one of the tractors broke down, 9 days
subsequent to the incident; the other tractor also broke down. IPM sent mechanics to fix the tractors but was unable
to do so as the units were not serviceable. Due to this, the road building and simultaneous logging operations were
delayed. The Vice President of CPII advised IPM that the payments of the installments as listed in the promissory
note would likewise be delayed until IPM completely fulfills its obligation under its warranty. Since the tractors were
no longer serviceable, the President asked IPM to pull out the units and have them reconditioned, and thereafter to
offer them for sale. The proceeds were to be given to IFC Leasing and the excess, if any, to be divided between IPM
and CPII which offered to bear 1/2 of their conditioning cost. No response to this letter was received by CPII and
despite several follow-up calls; IPM did nothing with regard to the request, until the complaint in the case was filed by
IFC Leasing against CPII. The trial court rendered judgment, ordering CPII, et al. to pay jointly and severally in their
official and personal capacities the principal sum of P1, 093,798.71 with accrued interest. CPII et al.'s motion for
reconsideration was denied by the Intermediate Appellate Court Hence, this case.

Whether the promissory note in question is a negotiable instrument?
The pertinent portion of the note provides that ""FORVALUE RECEIVED, I/we jointly and severally promise
SEVEN HUNDRED EIGHTYNINE PESOS & 71/100 only (P1,093,789.71), Philippine Currency, the said principal
sum, to be payable in 24 monthly installments starting July 15, 1978 and every 15th of the month thereafter until fully
paid." Considering that paragraph (d), Section 1 of the Negotiable Instruments Law requires that a promissory note
"must be payable to order or bearer," it cannot be denied that the promissory note in question is nota negotiable
instrument. The instrument in order to be considered negotiable must contain the so called "words of negotiability"
i.e., must be payable to "order" or "bearer."These words serve as an expression of consent that the instrument may
be transferred. This consent is indispensable since a maker assumes greater risk under a negotiable instrument than
under a non-negotiable one. Without the words "or order" or "to the order of," the instrument is payable only to the
person designated therein and is therefore non-negotiable. Any subsequent purchaser thereof will not enjoy the
advantages of being a holder of a negotiable instrument, but will merely "step into the shoes "of the person
designated in the instrument and will thus be open to all defenses available against the latter. Therefore, considering
that the subject promissory note is not a negotiable instrument, it follows that IFC Leasing can never be a holder in
due course but remains a mere assignee of the note in question. Thus, CPII may raise against IFC Leasing all
defenses available to it as against IPM. This being so, there was no need for CPII to implead IPM when it was sued
by IFC Leasing because CPII's defenses apply to both or either of them.