function and importance

1. Negotiable
Instruments
Law

2. Negotiable Instruments
▪ A document that promises payment
to a specified person or the assignee.
The payee (the person who receives
the payment) must be named or
otherwise indicated on the
instrument.

3. Function & Importance of
Negotiable Instruments
▪ Although they do not constitute legal
tender, they are used as a substitute
for money.
▪ Negotiable papers, particularly
checks, constitute, at present, the
media of exchange for most
commercial transactions.

4. Function & Importance of
Negotiable Instruments
▪ Negotiable instruments also serve as
a medium of credit transactions.
▪ Negotiable instruments shall produce
the effect of payment only when they
have been encashed or when through
the fault of the creditor they have
been impaired.

5. Characteristics of
Negotiable Instruments
▪ Negotiability: That quality or attribute
whereby a bill, note or check passes or
may pass from hand to hand, similar to
money, so as to give the holder in due
course the right to hold the instrument
and collect the sum payable for himself
free from defenses.

6. Characteristics of
Negotiable Instruments
▪ The most important feature of
negotiable instruments is the
accumulation of secondary contracts
as they are transferred from one
person to another.

7. Forms of
Negotiable
Instruments

8. Bill of exchange
▪ A bill of exchange is an unconditional
order in writing addressed by one
person to another, signed by the person
giving it, requiring the person to whom it
is addressed to pay on demand or at a
fixed or determinable future time a sum
certain in money to order or to bearer.

9. Kinds of Bill of Exchange
▪ Draft
▪ Trade acceptance
▪ Check

10. Inland v. Foreign Bill of Exchange
▪ An inland bill of exchange is one which,
on its face, purports to be both drawn
and payable in the Philippines. Any
other bill is a foreign bill.

12. Promissory note
▪ A negotiable promissory note is an
unconditional promise in writing made
by one person to another, signed by the
maker, engaging to pay on demand or
at a fixed or determinable future time a
sum certain in money to order or to
bearer.

13. Kinds of Promissory Notes
▪ Certificate of deposit
▪ Bond
▪ Bank note
▪ Due bill
▪ Mortgage note
▪ Title-retaining note
▪ Judgment note

16. Bill of Exchange v. Promissory Note
▪ Unconditional order v. unconditional
promise.
▪ Three (3) parties in bill while only two
(2) in note.

17. Bill of Exchange v. Promissory Note
▪ Drawer in a bill is only secondarily liable
while maker in a promissory is primarily
liable.
▪ A bill drawn payable to drawer's own
order is complete without endorsement
while a note drawn payable to maker's
own order is not complete until indorsed
by him

18. Bill of Exchange v. Promissory Note
▪ A bill must be presented for acceptance
in some cases while there is no need of
presentment for note
▪ Reasonable time from last negotiation
v. reasonable time from issue

19. Check/Cheque
▪ A check is considered a negotiable
instrument. This type of instrument
is a transferable, signed document
that promises to pay the bearer a
sum of money at a future date or on
demand.

20. Form and
Interpretation

21. Form of Negotiable Instruments
▪ It must be in writing and signed by the
maker or drawer.
▪ It must contain an unconditional
promise or order to pay a sum certain in
money.
▪ It must be payable on demand, or at a
fixed or determinable future time.

22. Form of Negotiable Instruments
▪ It must be payable to order or to bearer.
▪ Where the instrument is addressed to a
drawee, he must be named or otherwise
indicated therein with reasonable
certainty.

23. What constitutes certainty as to sum
▪ The sum payable is a sum certain within the
meaning of this act, although it is to be paid:
 With interest; or
 By stated installments; or
 By stated installments, with a provision that,
upon default in payment of any installment or
of interest, the whole shall become due; or

24. What constitutes certainty as to sum
▪ The sum payable is a sum certain within the
meaning of this act, although it is to be paid:
 With exchange, whether at a fixed rate or at
the current rate; or
 With costs of collection or an attorney's fee,
in case payment shall not be made at
maturity.

25. When promise is unconditional
▪ An unqualified order or promise to pay is
unconditional.
▪ It is still unconditional though coupled with:
An indication of a particular fund out of which
reimbursement is to be made or a particular
account to be debited with the amount; or
A statement of the transaction which gives rise
to the instrument.

26. Omissions; seal; particular money
▪ The validity and negotiable character of an
instrument are not affected by the fact that:
It is not dated; or
Does not specify the value given, or that any
value had been given therefore; or
Does not specify the place where it is drawn
or the place where it is payable; or

27. Omissions; seal; particular money
▪ The validity and negotiable character of an
instrument are not affected by the fact that:
Bears a seal; or
Designates a particular kind of current
money in which payment is to be made.

28. When payable on demand
▪ When it is so expressed to be payable on
demand, or at sight, or on presentation
▪ In which no time for payment is expressed
▪ Where an instrument is issued, accepted,
or indorsed when overdue, it is, as regards
the person so issuing, accepting, or
indorsing it, payable on demand

29. Determinable future time;
what constitutes
▪ At a fixed period after date or sight; or
▪ On or before a fixed or determinable
future time specified therein; or
▪ On or at a fixed period after the
occurrence of a specified event which is
certain to happen, though the time of
happening be uncertain.

30. To whom may it be drawn payable to
▪ Payee who is not a maker, drawer, or
drawee; or
▪ The drawer or maker; or
▪ The drawee; or
▪ Two or more payees jointly; or
▪ One or some of several payees; or
▪ The holder of an office for the time being.

31. Importance of the
date of the instrument
▪ Determining when instrument,
endorsement or acceptance is due
(authority)
▪ Determining prescription of cause of
action

32. Delivery
▪ Delivery means the transfer of the
possession of instrument by the maker
or drawer, with intent to transfer title to
the payee and recognize him as the
holder thereof.

33. Delivery
▪ Every contract on negotiable
instrument is incomplete and
revocable until delivery of the
instrument for the purpose of giving
effect thereto.
▪ Issue is the first delivery of the
instrument, complete in form, to a
person who takes it as a holder.

34. Construction where
instrument is ambiguous
▪ Where the sum payable is expressed in
words and also in figures and there is a
discrepancy between the two, the sum
denoted by the words is the sum
payable; but if the words are ambiguous
or uncertain, reference may be had to
the figures to fix the amount;

35. Construction where
instrument is ambiguous
▪ Where the instrument provides for the
payment of interest, without specifying
the date from which interest is to run,
the interest runs from the date of the
instrument, and if the instrument is
undated, from the issue thereof;

36. Construction where
instrument is ambiguous
▪ Where the instrument is not dated, it will
be considered to be dated as of the time
it was issued;
▪ Where there is a conflict between the
written and printed provisions of the
instrument, the written provisions
prevail;

37. Construction where
instrument is ambiguous
▪ Where the instrument is so ambiguous
that there is doubt whether it is a bill or
note, the holder may treat it as either at
his election;

38. Construction where
instrument is ambiguous
▪ Where a signature is so placed upon the
instrument that it is not clear in what
capacity the person making the same
intended to sign, he is to be deemed an
endorser;

39. Construction where
instrument is ambiguous
▪ Where an instrument containing the
word "I promise to pay" is signed by two
or more persons, they are deemed to be
jointly and severally liable thereon.

40. Forged signature; effect of
▪ When a signature is forged or made without
the authority of the person whose signature it
purports to be, it is wholly inoperative, and no
right to retain the instrument, or to give a
discharge therefore, or to enforce payment
thereof against any party thereto, can be
acquired through or under such signature,
unless the party against whom it is sought to
enforce such right is precluded from setting
up the forgery or want of authority

41. Who are precluded from setting up the
forgery or want of authority?
▪ Those who warrant or admit the
genuineness of the signature in question
(endorsers, persons negotiating by
delivery, and acceptors of bills of
exchange)
▪ Those who, by their acts, silence or
negligence, are estopped from setting
up the defense of forgery.

42. Negotiation

43. Three types of transfers
▪ 1. By assignment – Generally for non-
negotiable instruments. In assignment,
the assignee is merely placed in the
position of the assignors and acquires
the instrument subject to all the
defenses that might have been set up
against the original payee.

44. Three types of transfers
▪ By operation of law – Such as by
succession or insolvency.
▪ By negotiation

45. What constitutes negotiation
▪ An instrument is negotiated when it is
transferred from one person to another
in such manner as to constitute the
transferee the holder thereof.
▪ A holder means the payee or endorsee
of a bill or note who is in possession of
it or the bearer thereof.

46. What constitutes negotiation
▪ If payable to bearer, it is negotiated by
delivery; if payable to order, it is
negotiated by the endorsement of the
holder completed by delivery.

47. Continuing negotiability
▪ General rule : An instrument which is
negotiable in origin continues to be
negotiable until it has been:
restrictively indorsed; or
paid at or after maturity.

48. Kinds of endorsement
▪ Special or in blank
▪ Restrictive or qualified or
conditional