Chapter 3 due course and he is therefore subject to the
INTERPRETATION OF INSTUMENTS defenses of prior parties.
Rules of construction in case of ambiguities in a If the instrument is negotiable, voluntary transfer
negotiable instrument: thereof can be effected either through Negotiation 1. Words prevail over figures or through Assignment. If the instrument is merely 2. Interest runs from the date of the instrument, if assigned, the transferee does not become a holder date from which interest is to run is unspecified; and he merely steps into the shoes of the if undated, from the date of issue transferor. Any defense available against the 3. If undated, deemed dated on the date of issue transferor is available against the transferee. 4. Written provisions prevail over printed 5. If there is doubt whether it is a bill or note, the Methods of transferring a negotiable instrument: holder may treat it as either at his election 1. Issue – first delivery of the instrument complete 6. When not clear in what capacity it was signed, in form to a person who takes it as a holder. deemed signed as an indorser 2. Negotiation – an instrument is negotiated when 7. If "I promise to pay" but signed by two or more it is transferred from one person to another in persons, jointly and severally liable such a manner as to constitute the transferee the holder thereof. Ambiguity should be construed against the party 3. Assignment – absent any express prohibition who caused the ambiguity. against assignment or transfer written on the face of a non‐negotiable instrument, the same PROBLEM: may be assigned or transferred. X, Y and Z signed a promissory note in favor of A stating: “We promise to pay A on December 31, 2018 the sum Distinctions between Assignment and Negotiation: of ₱5,000.00.” When the note fell due, A sued X and Y NEGOTIATION ASSIGNMENT who put up the defense that A should have impleaded Negotiable Instruments Civil Code of the Philippines Z. Is the defense valid? Why? Law Negotiable Instruments Contracts in general or only assignable rights A: The defense is not valid. The liability of X, Y and Z The transferee is a holder Transferee is a mere is joint because solidary liability is not provided for in who may be a holder in due assignee the note. Hence, they can be sued for their respective course shares. However, X and Y can invoke as a defense that The transferee can be a The transferee can never there is no cause of action against them with respect holder in due course in be a holder in due course proper cases to the proportionate share of Z in the obligation The transferee-holder may The transferee cannot because only Z is responsible therefore. acquire more rights than acquire more rights than the transferor if he is a the transferor because he Chapter 4 holder in due course merely steps into the shoes TRANSFER AND NEGOTIATION of the transferor The transferee-holder may The transferee is always be free from personal subject to personal Negotiation is defined as the transfer of the defenses if he is a holder in defenses instrument from one person to another so as to due course constitute the transferee the holder thereof. Said holder may, in proper cases, be a holder in due course Delivery is defined as the transfer of possession of the who is free from personal defenses of prior parties. instrument by the maker or drawer with the intention Such feature if negotiable instruments is central to its to transfer title to the payee and recognize as holder function as substitute for money. thereof. It imports such transfer of the instrument to another as to enable the latter to hold it for himself. If an instrument is not negotiable, it can still be A negotiable instrument that is payable to bearer transferred through Assignment. The transferee is may be negotiated by mere delivery. No further act an assignee who merely steps into the shoes of the other than delivery is necessary in order to transferor. The transferee cannot be a holder in NEGOTIABLE INSTRUMENTS LAW negotiate the instrument and to make the If negotiation of an order instrument is incomplete transferee a holder. because of the absence of indorsement, the instrument is in effect merely assigned to the An order instrument may be negotiated by transferee. It is only at the time of indorsement indorsement completed by delivery. Without that the transferee acquires all the rights of a indorsement, the negotiation is incomplete and holder. The requisites of a holder in due course the transferee does not become a holder. must therefore be present at the time of such indorsement and not at the time of delivery. Any Delivery may be shown to have been conditional, knowledge about any infirmity in the instrument, or for a special purpose only, and not for the acquired after delivery but before indorsement will purpose of transferring the property in the prevent the transferee from becoming a holder in instrument. For instance, it may be established due course. that delivery was only for the purpose of safekeeping. Where the negotiable instrument is merely assigned, the transferee foes not become a holder Where an instrument, payable to bearer, is and merely steps into the shoes of the transferor. indorsed specially, it may be further negotiated by Any defense available against the transferor is delivery. Any person indorsing specially is liable as available against the transferee. indorser to only such holders as make title through the indorsement. (Sec. 40) This means that a Indorsement is the writing of the name of the indorser bearer instrument is always a bearer instrument in on the instrument or upon a paper attached thereto the sense that even if it is indorsed specially, it can with the intent to transfer title to the same. The be further negotiated by mere delivery. signature of the indorser, without additional words, is a sufficient indorsement. (Sec. 31) PROBLEM: X makes a note payable to bearer, and delivers the Indorsement must be of the entire instrument. same to Y. Y indorses it to Z in the manner: “Pay to Z, Except when there is partial payment, it may be sgd. Y.” Later Z without indorsing the promissory note indorsed as to the residue. (Sec. 32) transfers and delivers the same to R. The note is subsequently dishonored by X. May R hold X liable? Different kinds of Indorsement: Reason. 1. Special (Sec. 34)–Specifies the person to whom or to whose order the instrument is to be A. Yes, R may hold X liable. The instrument is a payable. Also known as specific indorsement or bearer instrument, hence, the special indorsement did indorsement in full. not convert the instrument into an order instrument. 2. Blank (Sec. 34) –Specifies no indorsee. Sec. 40 of the NIL provides that “where the instrument, a. Instrument is payable to bearer and may be payable to bearer, is indorsed specially, it may negotiated by delivery; nevertheless be further negotiated by delivery. Hence, b. May be converted to special indorsement delivery constitutes negotiation of the instrument to R by writing over the signature of the indorser and he became a holder of the instrument. in blank any contract consistent with the character of indorsement (Sec. 35). Where the holder of an instrument payable to his 3. Absolute–The indorser binds himself to pay: order transfers it for value without indorsing it, the a. upon no other condition than failure of transfer vests in the transferee such title as the prior parties to do so transferor had therein, and the transferee acquires b. upon due notice to him of such failure in addition, the right to have the indorsement of 4. Conditional –Right of the indorsee is made to the transferor. But for the purpose of determining depend on the happening of a contingent whether the transferee is a holder in due course, event. Party required to pay may disregard the negotiation takes effect as of the time when the conditions (Sec. 39) the indorsement is actually made. (Sec. 49) 5. Restrictive –When the instrument: NEGOTIABLE INSTRUMENTS LAW a. Prohibits further negotiation of the instrument is payable on demand or at a future time. instrument (it destroys the negotiability of (Sec. 25) the instrument); b. Constitutes the indorsee the agent of the A negotiable instrument is deemed transferred for indorser; (Sec. 36) a valuable consideration if it was transferred in c. Vests the title in the indorsee in trust for or consideration of the obligation of the transferee to to the use of some persons. But mere give or deliver a thing or to perform a service. absence of words implying power to negotiate does not make an instrument Valuable consideration consists either of rights, restrictive. interest, profit or benefit accruing to the party who 6. Qualified (Sec. 34)– constitutes the indorser a makes the contract or some forbearance, mere assignor of the title to the instrument. It detriment, loss or some responsibility to act, or is made by adding to the indorser’s signature labor, or service given, suffered or undertaken by words like, without recourse (serves as an the other party. ordinary equitable assignment) (Sec. 38) 7. Joint–indorsement made payable to 2 or more There is valuable consideration if the parties persons who are not partners. (Sec. 41) resorted to Discounting. In discounting, the Note: All of them must indorse unless the one instrument is negotiated to another because the indorsing has authority to indorse for the transferee will pay the amount of the instrument. others. However, the transferee charges or deducts a 6. Irregular (Sec. 64)– A person who, not certain percentage from the principal as its otherwise a party to an instrument, places compensation. thereon his signature in blank before delivery. 7. Facultative –Indorser waives presentment and “Love and affection” do not constitute valuable notice of dishonor, enlarging his liability and consideration. his indorsement. 8. Successive – indorsement to two persons in A lien is a valuable consideration. Where the succession. holder has lien on the instrument arising either Note: Any of them can indorse to effect from contract or by implication of law, he is negotiation of the instrument. deemed a holder for value to the extent of his lien. (Sec 27) Where an instrument is negotiated back to a prior party, such party may reissue and further negotiate Where value has at any time been given for the the same. But he is not entitled to enforce instrument, the holder is deemed a holder for payment thereof against any intervening party to value in respect to all parties who become such whom he was personally liable. (Sec. 50) prior to that time. (Sec. 26) For example: An instrument was negotiated to Mr. A by Mr. P, the The holder may at any time strike out any payee. Thereafter, the instrument was negotiated by indorsement which is not necessary to his title. The indorsement and delivery to Mr. B, then to C and D. Mr. indorser whose indorsement is struck out, and all D obtained the instrument from Mr. C by way of a gift. indorsers subsequent to him, are thereby relieved C in turn obtained the instrument form B in payment of a car. In this case, D is a holder for value as to B because from liability on the instrument. (Sec. 48) value has been given by C and B became a party to the instrument prior to such time value was given by C. 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. (Sec. 24)
Value is any consideration sufficient to support a
simple contract. An antecedent or pre-existing debt constitutes value; and is deemed such whether the