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(c) Vests the title in the indorsee in trust for or to the use of
some other persons.
But the mere absence of words implying
power to negotiate does not make an indorsement restrictive.
(b) to bring any action thereon that the indorser could bring;
c. Qualified Indorsement
(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.
d. General Indorsement
NIL, Section 66
Allied Banking Corporation v. Lim Sio Wan, G.R. No. 133179, March 27, 2008.
(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.
e. Conditional indorsement
NIL, Section 39
Sec. 39. Conditional indorsement. - Where an indorsement is
conditional, the 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.
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II. Transfer without Negotiation not by Negotiation
A. Assignment
1. Assignment without Negotiation, in General
Civil Code, Article 1624-1629
Civil Code, Article 1475.
Caltex (Philippines), Inc. v. Court of Appeals, G.R. No. 97753 August 10, 1992.
Art. 1624. An assignment of creditors and other incorporeal rights shall be perfected in
accordance with the provisions of Article 1475. (n)
Art. 1625. An assignment of a credit, right or action shall produce no effect as against
third person, unless it appears in a public instrument, or the instrument is recorded in
the Registry of Property in case the assignment involves real property. (1526)
Art. 1626. The debtor who, before having knowledge of the assignment, pays his
creditor shall be released from the obligation. (1527)
Art. 1627. The assignment of a credit includes all the accessory rights, such as a
guaranty, mortgage, pledge or preference. (1528)
Art. 1628. The vendor in good faith shall be responsible for the existence and legality
of the credit at the time of the sale, unless it should have been sold as doubtful; but
not for the solvency of the debtor, unless it has been so expressly stipulated or unless
the insolvency was prior to the sale and of common knowledge.
Even in these cases he shall only be liable for the price received and for the expenses
specified in No. 1 of Article 1616.
The vendor in bad faith shall always be answerable for the payment of all expenses,
and for damages. (1529)
Art. 1629. In case the assignor in good faith should have made himself responsible for
the solvency of the debtor, and the contracting parties should not have agreed upon
the duration of the liability, it shall last for one year only, from the time of the
assignment if the period had already expired.
If the credit should be payable within a term or period which has not yet expired, the
liability shall cease one year after the maturity. (1530a)
Art. 1475. The contract of sale is perfected at the moment there is a meeting of minds
upon the thing which is the object of the contract and upon the price.
From that moment, the parties may reciprocally demand performance, subject to the
provisions of the law governing the form of contracts. (1450a)
Sec. 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.
3. Transfer of Instrument as Security
Civil Code, Article 2095
Caltex (Philippines), Inc. v. Court of Appeals, G.R. No. 97753
August 10, 1992.
Art. 777. The rights to the succession are transmitted from the moment of the death
of the decedent. (657a)
2. Bankruptcy/Insolvency
RA 10142, Section 113(b) (2010)
Section 113. Effects of the Liquidation Order. - Upon the issuance of the Liquidation Order:
(a) the juridical debtor shall be deemed dissolved and its corporate or juridical
existence terminated;
(b) legal title to and control of all the assets of the debtor, except those that
may be exempt from execution, shall be deemed vested in the liquidator or,
pending his election or appointment, with the court;
(c) all contracts of the debtor shall be deemed terminated and/or breached, unless
the liquidator, within ninety (90) days from the date of his assumption of office,
declares otherwise and the contracting party agrees;
(d) no separate action for the collection of an unsecured claim shall be allowed. Such
actions already pending will be transferred to the Liquidator for him to accept and
settle or contest. If the liquidator contests or disputes the claim, the court shall allow,
hear and resolve such contest except when the case is already on appeal. In such a
case, the suit may proceed to judgment, and any final and executor judgment therein
for a claim against the debtor shall be filed and allowed in court; and
(e) no foreclosure proceeding shall be allowed for a period of one hundred eighty
(180) days.
B. Creation of Liabilities
Required reading: Ogden (2d ed, 1922), chap. xi, §118a, or
its equivalent in other commentaries
B.1. General Indorser (Indorser in Full)
NIL, Section 66 NIL, Section 65 (a-c)
(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.
(d) That he has no knowledge of any fact which would impair the
validity of the instrument or render it valueless.
(a) That the instrument is genuine and in all respects what it purports to be;
(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 a person
negotiating public or corporation securities other than bills and notes.
Sec. 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.
Sec. 191. Definition and meaning of terms. - In this Act, unless the
contract otherwise requires: chanrobles virtuallawlibrary
Sec. 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.
(c) waives the benefit of any law intended for the advantage or
protection of the obligor; or
(b) does not specify the value given, or that any value had
been given therefor; or
(c) does not specify the place where it is drawn or the place
where it is payable; or
Sec. 166. Maturity of bill payable after sight; accepted for honor. -
Where a bill payable after sight is accepted for honor, its
maturity is calculated from the date of the noting for
non-acceptance and not from the date of the acceptance for
honor.
(b) When presentment for acceptance is excused and the bill is not
accepted.
Article 526. He is deemed a possessor in good faith who is not aware that there exists in his
title or mode of acquisition any flaw which invalidates it.
He is deemed a possessor in bad faith who possesses in any case contrary to the foregoing.
Mistake upon a doubtful or difficult question of law may be the basis of good faith. (433a)
Article 527. Good faith is always presumed, and upon him who alleges bad faith on the part
of a possessor rests the burden of proof. (434)
Article 528. Possession acquired in good faith does not lose this character except in the
case and from the moment facts exist which show that the possessor is not unaware that he
possesses the thing improperly or wrongfully. (435a)