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– always drawn upon – may or may not be c. bonds in the nature of promissory notes
a bank or banker drawn against a bank
d. drafts which are bills of exchange drawn
– may be payable on
demand or at a fixed by 1 bank to another
– always payable on or determinable future
demand time e. letters of credit
– not necessary that – necessary that it be
it be presented for presented for 12. Trust Receipt – a security transaction
acceptance acceptance intended to aid in the financing of importers
and retailers who do not have sufficient funds
– not drawn on a
– drawn on a deposit deposit to finance their transaction and acquire credit
except to use as collateral the merchandise
– the death of a
drawer of a check, imported
with knowledge by – the death of the 13. Requisites of a Negotiable Note (PN):
the banks, revokes drawer of the ordinary
(SUDO)
the authority of the bill of exchange does
banker pay not
It must:
– must be presented – may be presented
for payment within a for payment within a
a. be in writing signed by the drawer
reasonable time after reasonable time after
its issue (6 months) its last negotiation. b. contains an unconditional promise or
order to pay a sum certain in money
10. Distinctions between a Promissory
c. be payable on demand or at a fixed
Note and Check
determinable future time
PN CHECK
d. be payable to order or to bearer (Sec. 1 15. Determination of negotiability
NIL) 1. by the provisions of the Negotiable
Instrument Law, particularly Section 1
thereof
14. Requisites of a Negotiable Bill (BOE): 2. by considering the whole instrument
3. by what appears on the face of the
(SUDOC)
instrument and not elsewhere
It must:
*In determining is the instrument is negotiable,
1. be in writing signed by the drawer only the instrument itself and no other, must
2. contains an unconditional promise or be examined and compared with the
order to pay a sum certain in money requirements stated in Sec. 1. If it appears on
3. be payable on demand or at a fixed the instrument that it lacks one of the
determinable future time requirements, it is not negotiable and the
4. be payable to order or to bearer provisions of the NIL do not govern the
5. the drawee must be named or otherwise instrument. The requirement lacking cannot
indicated with reasonable certainty (Sec.
be supplied by using a separate instrument in
1 NIL)
which that requirement which is lacking
Notes on Section 1:
appears.
– In order to be negotiable, there must
16. Sum is certain even if it is to be paid
be a writing of some kind, else there would be
with:
nothing to be negotiated or passed from hand
to hand. The writing may be in ink, print or a. interest
pencil. It may be upon parchment, cloth,
leather or any other substitute of paper. b. in installments
– If the instrument is payable upon a 21. Instrument is payable upon demand if:
contingency, the happening of the event does
a. it is expressed to be so payable on sight
not cure the defect (still non-negotiable)
or upon presentation
19. General Rule: If some other act is
b. no period of payment is stipulated
required other than the payment of money,
it is non-negotiable.
c. issued, accepted, or endorsed after – Joint payees in indicated by the
maturity (Sec. 7 NIL) conjunction “and”. To negotiate, all must
indorse.
Where an instrument is issued, accepted or
indorsed when overdue, it is, as regards to the – Being several payees is indicated by
person so issuing, accepting, or indorsing it, the conjunction “or”.
payable on demand.
23. Instrument is payable to bearer :
Notes on Section 7
a. when it is expressed to be so payable
– if the time for payment is left blank (as
opposed to being omitted), it may properly be b. when payable to the person named or
considered as an incomplete instrument and bearer
fall under the provisions of Sec. 14, 15, or 16
c. payable to order of fictitious or non-
depending on how the instrument is delivered.
existent person and this fact was known to
22. Instrument is payable to order: drawer
– where it is drawn payable to the order d. name of payee not name of any person
of a specified person or
e. only and last indorsement is an
– to a specified person or his order indorsement in blank (Sec. 9 NIL)
– any holder may insert the true date of c. If negotiated to a holder in due course, it
issuance or acceptance is valid and effectual for all purpose as though
it was filled up strictly in accordance with the
– the insertion of a wrong date does not
authority given and within reasonable time.
avoid the instrument in the hands of a
(Sec. 14 NIL)
subsequent holder in due course
2. Where only a signature on a blank paper
– as to the holder in due course, the
was delivered:
date inserted (even if it be the wrong date) is
regarded as the true date. 1. It was delivered by the person making it in
order that it may be converted into a
25. Subsequent Holder in Due Course not negotiable instrument
affected by the following deficiencies: 2. The holder has prima facie authority to fill
it up as such for any amount. (Sec. 14
a. incomplete but delivered instrument NIL)
(Sec. 14 NIL) Notes on Section 14
Effects:
– The instrument can be enforced by to him including the maker cannot be held
holders to whose title the forged signature is liable by any holder
not necessary
– a party whose indorsement is forged
– Persons who are precluded from on a note originally payable to bearer and all
setting up the forgery are a) those who parties prior to him including the maker may
warrant or admit the genuineness of the be held liable by a holder in due course
signature b) those who are estopped. provided that it was mechanically complete
before the forgery
– Persons who are precluded by
warranting are a) indorsers b) persons – a maker whose signature was forged
negotiating by delivery c) acceptors. cannot be held liable by any holder
– it may further be negotiated by delivery – a holder may sue in his own name
– the payee’s interest is only to see to it – admits the existence of the drawer, the
that the note is paid according to its terms genuineness of his signature and his capacity
and authority to draw the instrument
– when two or more makers sign jointly,
each is individually liable for the full amount – the existence of the payee and his
even if one did not receive the value given then capacity indorse
– the maker is precluded from setting up 54. Irregular Indorser – a person not
the defense of a) the payee is fictional, b) that otherwise a party to an instrument places his
the payee was insane, a minor or a signature in blank before delivery is liable as
corporation acting ultra vires an indorser in the following manner:
1. if payable to order of a third person –
liable to the payee and to all subsequent
parties
52. A drawer is secondarily liable 2. if payable to order of the maker or drawer
– liable to all parties subsequent to the
Effects of drawing the instrument, the drawer: maker or drawer
3. if payable to bearer – liable to all parties
1. admits the existence of the payee, subsequent to the maker or drawer
2. the capacity of such payee to indorse 4. if signs for an accommodation party –
3. engages that on due presentment, the liable to all parties subsequent to the
instrument will be accepted or paid or payee (Sec. 64 NIL)
both according to its tenor. 55. Warranties where negotiating by
delivery or qualified endorsement:
If the instrument is dishonored, and the
1. the instrument is genuine and in all
necessary proceedings on dishonor duly
respect what it purports to be
taken 2. the indorser has good title to it
3. all prior parties had the capacity to value of the instrument must be subsisting all
contract throughout.
4. indorser has no knowledge of any fact
that would impair the validity or the value – a person Negotiating by Delivery
of the instrument. warrants same as those of qualified indorser
Limitations of warranties: and extends to immediate transferees only
– a qualified indorser cannot raise the – engages to pay the amount thereof if it
defense of a) forgery b) defect of his title or be dishonored and the necessary proceedings
that it is void c) the incapacity of the maker, on dishonor are taken
drawer or previous indorsers.
Notes on Section 66
– a qualified Indorsement makes the
indorser mere assignor of title of instrument, – the indorser under Section 66 warrants
relieves him of general obligation to pay if the solvency of a prior party
instrument is dishonored, but he is still liable
– the indorser warrants that the
for the warranties arising from instrument only
instrument is valid and subsisting regardless
up to warranties of general indorser
of whether he is ignorant of that fact or not.
– the warranty is to the capacity of prior
– warranties extend in favor of a) a HDC
parties at the time the instrument was
b) persons who derive their title from HDC c)
negotiated. Subsequent incapacity does not
immediate transferees even if not HDC
breach the warranty.
– the indorser does not warrant the
– lack of knowledge of the indorser as to
genuineness of the drawer’s signature
any fact that would impair the validity or the
– general indorser is only secondarily – Acts needed to charge persons
liable secondarily liable in other cases: a) Protest for
non-payment by the drawee b) protest for
57. General rule: Presentment for payment is non-payment by the acceptor for honor
not necessary to charge persons primarily
liable on the instrument. Presentment for 58. Proper presentment:
payment is necessary to charge the drawer 1. by the holder or an authorized person
and indorsers. (Sec 70 NIL) 2. at a reasonable hour on a business day
3. at a proper place
Notes on Section 70 4. to the person primarily liable or if absent
to any person found at the place where
– presentation for payment – production presentment is made (sec. 72 NIL)
of a BOE to the drawee for his acceptance, or Notes on Section 72
to a drawee or acceptor for payment. Also
presentment of a PN to the party liable for – only the holder or one authorized by
payment of the same. him has the right to make presentment for
payment
– consists of a) a personal demand for
payment at a proper place b) the bill or note – presentment cannot be made on a
must be ready to be exhibited if required and Sunday or holiday
surrendered upon payment.
– presentment for payment is made to
– parties primarily liable – persons by the maker, or acceptor. Not to the person
the terms of the instrument are absolutely secondarily liable.
required to pay the same. E.g maker and
– if the instrument is payable on demand
acceptors. They can be sued directly.
– a) if it is a note – presentment must be
– if payable at the special place, and the made within reasonable time after issue b) if it
person liable is willing to pay there at maturity, is a bill – presentment must be made within
such willingness and ability is equivalent to reasonable time after last negotiation.
tender of payment.
59. Presentment not required to charge
– presentment is necessary to charge the drawer:
persons secondarily liable otherwise they are 1. he has no right to expect
discharged 2. he has no right to require
– Acts needed to charge persons that the drawee or acceptor will pay (Sec 79
secondarily liable: a) presentment for NIL)
payment/acceptance b) dishonor by non-
60. Presentment not required to charge
payment/non-acceptance c) notice of dishonor
the indorser where:
to secondary parties
1. the instrument was made or accepted for
his accommodation
2. he has no reason to expect that the 2. necessary to charge persons secondarily
instrument will be paid if presented (Sec. liable except:
80 NIL)
– the drawer under Sec. 79
– possession of the note by the maker is 71. Notice of Dishonor – given by the
presumptive evidence that it has been paid holder to the parties secondarily liable, drawer
and each indorser, that the instrument was
67. Notice of Dishonor may be given: dishonored by non-acceptance or non-
1. by or on behalf or the holder payment by the drawee/maker
2. by or on behalf of any party who:
General rule: Any drawer or indorser to whom
– is a party to the instrument and might
such notice is not given is discharged.
be compelled to pay the instrument
Exceptions:
– to a holder who having taken it up
would have a right of reimbursement from the 1. Waiver (Sec. 109)
party to whom notice is given. (Sec. 90 NIL) 2. Notice is dispensed (Sec. 112)
3. Not necessary to Drawer (Sec. 114)
68. Notice: 4. Not necessary to Indorser (Sec. 115)
1. may be written or oral (Sec. 96)
2. written notice need not be signed or may – if notice is delayed, delay may be excused
be supplemented by verbal (Sec. 113)
communication (Sec. 95)
3. may be by personal delivery or by mail 72. Instances when Notice of Dishonor
(Sec. 96) Not Necessary to Drawer
69. Notice may be waived either expressly
or implied: a. drawer and drawee same person
1. before the time of giving notice has
arrived b. drawee is a fictitious/incapacitated
2. after the omission to give due notice (Sec. person
109 NIL)
c. drawer is the person to whom
70. Protest may be waived:
presentment for payment is made
Effects:
d. drawer has no right to expect that the
– deemed a waiver of presentment and drawee will accept/pay the instrument (Sec.
notice of dishonor as well (Sec. 111 NIL) 114 NIL)
75. Protest only necessary for a foreign bill of c. discharge of prior party
exchange. Protest for other negotiable
d. tender of payment by prior party
instruments is optional. (Sec. 118 NIL)
e. release of principal debtor
76. Causes of Discharge of the Instrument
f. extension of payment by the
a. payment by the debtor
holder/postponement of right to enforce
b. payment by accommodated party without assent of secondary parties and
without reservation of right of recourse against
c. intentional cancellation by holder of secondary parties (Sec 120 NIL)
instrument
78. Rights of a party secondarily liable
d. any other act discharging a simple who pays:
monetary obligation
– the instrument is not discharge
e. debtor becomes holder of the
instrument at/after maturity in his own right ( – the party is remitted to his former
Sec 119 NIL) rights as to all prior parties
Notes on Section 119 – the party may strike out his own and
all subsequent indorsements
– discharge of the instrument discharges
all the parties thereto – the party may negotiate the instrument
again
– payment must be in due course, and
by the principal debtor or on his behalf Exception:
– discharge by novation is allowed The holder has the option to treat it as a BOE
or a PN
79. General rule: When materially altered,
without the consent of all parties liable, the
instrument is avoided except as against:
82. Acceptance is the signification by the
1. the party who has made the alteration drawee of his assent to the order of the
2. the party who authorized or assented to drawer. It is an act by which a person on
the alteration. whom the BOE is drawn assents to the
3. subsequent indorsers request of the drawer to pay it. (Sec. 132 NIL)
7. A holder has the right: b. necessary to fix maturity date, where bill
1. require that acceptance be written on the expressly stipulates presentment, bill payable
bill and if refused, treat it as if dishonored other than place of drawee (Sec. 143)
(Sec. 133)
2. refuse to accept a qualified acceptance c. when presentment is excused: drawee
and may treat it as dishonored (Sec. 142) is dead, hides, is fictitious, incapacitated
8. Constructive Acceptance: person, after due diligence presentment
1. where the drawee to whom the bill has cannot be made, presentment is refused on
been delivered destroys it
another ground although presentment is
2. the drawee refuses within 24 hrs after
irregular (Sec. 148)
such delivery or within such time as is
given, to return the bill accepted or 1. General rule: Protest is required only for
not. (Sec. 137 NIL) foreign bills
Notes on Section 137
Exception:
– drawee becomes primarily liable as an
acceptor. – inland bills and notes may also be
protested if desired
– mere retention is equivalent to
acceptance Protest is required:
1. where the foreign bill is dishonored by
9. When presentment for acceptance is non acceptance
necessary: 2. where the foreign bill is dishonored by
1. if necessary to fix the maturity of the bill non-payment
2. if it is expressly stipulated that it shall be 3. where the bill has been accepted for
presented for acceptance honor, it must be protested for non-
3. if the bill is drawn payable elsewhere than payment before it is presented for
the residence or place of business of the payment to the acceptor for honor
drawee (Sec. 143 NIL) 4. where the bill contains a referee in case
Notes on Section 143 of need, it must be protested for non
payment before presentment for payment
– Presentment is the production of a to the referee in case of need (Sec. 152)
BOE to the drawee for his acceptance Notes on Section 152