Negotiable Instruments Case Digest: Caltex (Phils.) Inc. v. CA and Security Bank and Trust Co. (1992)

G.R. No. 97753 August 10, 1992
Lessons Applicable: Requisites of negotiability to antedated and postdated instruments (Negotiable Instrument Law)

FACTS:
  • Security Bank and Trust Company (Security Bank), a commercial banking institution, through its Sucat Branch issued 280 certificates of time deposit (CTDs) in favor of Angel dela Cruz who deposited with Security Bank the total amount of P1,120,000

  • Angel delivered the CTDs to Caltex for his purchase of fuel products 

  • March 18, 1982: Angel informed Mr. Tiangco, the Sucat Branch Manager that he lost all CTDs, submitted the required Affidavit of Loss and received the replacement

  • March 25, 1982: Angel dela Cruz negotiated and obtained a loan from Security Bank in the amount of P875,000 and executed a notarized Deed of Assignment of Time Deposit

  • November, 1982: Mr. Aranas, Credit Manager of Caltex went to the Sucat branch to verify the CTDs declared lost by Angel 

  • November 26, 1982: Security Bank received a letter from Caltex formally informing it of its possession of the CTDs in question and of its decision to pre-terminate the same.

  • December 8, 1982: Caltex was requested by Security Bank to furnish:

    • a copy of the document evidencing the guarantee agreement with Mr. Angel dela Cruz

    • the details of Mr. Angel's obligation against which Caltex proposed to apply the time deposits 

  • Security Bank rejected Caltex demand for payment bec. it failed to furnish a copy of its agreement w/ Angel

  • April 1983, the loan of Angel dela Cruz with Security Bank matured 

  • August 5, 1983: CTD were set-off w/ the matured loan

  • Caltex filed a complaint praying the bank to pay 1,120,000 plus 16% interest

  • CA affirmed RTC to dismiss complaint

ISSUE: 
  1. W/N the CTDs are negotiable 

  2. W/N Caltex as holder in due course can rightfully recover on the CTDs


HELD: Petition is Denied and appealed decision is affirmed. 

 1. YES.  
Section 1 Act No. 2031, otherwise known as the Negotiable Instruments Law, enumerates the requisites for an instrument to become negotiable, viz:
(a) It must be in writing and signed by the maker or drawer;
(b) Must contain an unconditional promise or order to pay a sum certain in money;
(c) Must be payable on demand, or at a fixed or determinable future time;
(d) Must be payable to order or to bearer; and  -check
(e) Where the instrument is addressed to a drawee, he must be named or otherwise indicated therein with reasonable certainty.
  • The documents provide that the amounts deposited shall be repayable to the depositor

    • depositor = bearer

      • If it was really the intention of respondent bank to pay the amount to Angel de la Cruz only, it could have with facility so expressed that fact in clear and categorical terms in the documents, instead of having the word "BEARER" stamped on the space provided for the name of the depositor in each CTD

  • negotiability or non-negotiability of an instrument is determined from the writing, that is, from the face of the instrument itself

2. NO. 
  • although the CTDs are bearer instruments, a valid negotiation thereof for the true purpose and agreement between it and De la Cruz, as ultimately ascertained, requires both delivery and indorsement

    • CTDs were in reality delivered to it as a security for De la Cruz' purchases of its fuel products

    • There was no negotiation in the sense of a transfer of the legal title to the CTDs in favor of petitioner in which situation, for obvious reasons, mere delivery of the bearer CTDs would have sufficed. 

  • Where the holder has a lien on the instrument arising from contract, he is deemed a holder for value to the extent of his lien. 

    • As such holder of collateral security, he would be a pledgee but the requirements therefor and the effects thereof, not being provided for by the Negotiable Instruments Law, shall be governed by the Civil Code provisions on pledge of incorporeal rights:


Art. 2095. Incorporeal rights, evidenced by negotiable instruments, . . . may also be pledged. The instrument proving the right pledged shall be delivered to the creditor, and if negotiable, must be indorsed.
Art. 2096. A pledge shall not take effect against third persons if a description of the thing pledged and the date of the pledge do not appear in a public instrument.
Art. 1625. An assignment of credit, right or action shall produce no effect as against third persons, unless it appears in a public instrument, or the instrument is recorded in the Registry of Property in case the assignment involves real property.