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Holder in Due Course - Negotiable Instruments

Sec. 52. What constitutes a holder in due course. - A holder in due course is a
holder who has taken the instrument under the following conditions:
(a) That it is complete and regular upon its face;
(b) That he became the holder of it before it was overdue, and without notice
that it has been previously dishonored, if such was the fact;
(c) That he took it in good faith and for value;
(d) That at the time it was negotiated to him, he had no notice of any infirmity in
the instrument or defect in the title of the person negotiating it.
PRESUMPTION HOLDER IN DUE COURSE

Generally, every holder is prima facie a holder in due course

Any one, therefore, who claims otherwise must prove that the holder in
question acquired the instrument with one or more of the conditions lacking

Any holder proved to have taken an instrument with one of the


conditions enumerated lacking is not a holder in due course
ACQUISITION BEFORE THE INSTRUMENT IS OVERDUE

The holder of the instrument must have become the holder before the
instrument has become overude

Illustrations

o
One who has purchased 2 promissory notes without the necessary
indorsement on the part of the holder after payment thereof had already
been one year overdue and without having made inquiries about the solvency
of the makers cannot be considered as a holder in due course
o
One taking past due paper is chargeable with notice of all equities
between the original parties but nbt with equities between intermediate
indorsers
o
If the instrument is overdue, it is also a notice that it has been
dishonored
WHEN INSTRUMENT IS OVERDUE

When it after the date of maturity


On the date of maturity, the instrument is not overdue and a holder
who acquires the instrument on that date is a holder in due course

If the instrument is overdue, there might be something wrong with the


instrument
AS TO ACCELERATED INSTRUMENTS

When the instrument contains an acceleration clause, knowledge of the


holder at the time of acquisition thereof that one installment or interest, or
both, as the case may be, is unpaid, is notice that the instrument is overdue
AS TO INTEREST

One who purchases in good faith an instrument upon which the interest
is overdue is a holder in due course

But where by the terms of the instrument, the principal was to become due
upon default of the payment of instrument, then one who takes the
instrument upon which the interest is overdue is not a holder in due course
WHAT IS AN ACQUISITION IN GOOD FAITH?

Good faith refers to the indorsee or transferee and not to the seller of the
paper

Taking in good faith means that he doesn't have any knowledge of fact which
would render it dishonest for him to take a particular piece of negotiable
paper
MEANING OF HOLDER IN GOOD FAITH

Holder without knowledge or notice of equities of any sort which could be set
up against a prior holder of an instrument
EFFECT OF FAILURE TO MAKE INQUIRY

Ordinarily, failure to inquire after notice merely sufficient to cause a


person of ordinary prudence to make inquiry as to an infirmity in a
negotiable instrument and defect in the holders title, is not evidence of purchasers
bad faith so as to bar him from recovery

TEST OF HONESTYwhether or not his purpose is dishonest?

WHEN FAILURE TO MAKE INQUIRY IS INDICIA OF BAD FAITH?

Failure to make inquiry when circumstances strongly indicate defect,


renders the holder not a holder in due course

ACQUISITION FOR VALUE

Where the holder gave no valuable consideration for the transfer of the
instrument to him, he cannot be a holder in due course

Discounting of a negotiable instrument is still considered to be taking for value

EFFECT OF INADEQUACY OF INSTRUMENT

Generally, lesion or inadequacy of cause shall not invalidate a contract, unless


there has been fraud, mistake or undue influence

It may be an evidence of fraud

An amount paid for an instrument if a trifling sum should be a red flag and may
by itself establish notice
ACQUISITION WITHOUT NOTICE OF DEFECT OF TITLE OR OF INFIRMITY

The following may be chargeable with noticeone taking an


instrument which is overdue; and one acquiring an instrument for a grossly
inadequate consideration
GOOD FAITH MEANS LACK OF NOTICE OF DEFECT OR INFIRMITY
DEFECTS OF TITLE

All those situations which at common law were known as equitable


defenses and also to cover those equities of ownership where there was
breach of faith in negotiation

Examples?

Acquisition of the instrument by fraud

Acquisition of the instrument by force, duress or fear

Acquisition of the instrument by unlawful means

Acquisition of the instrument by for an illegal consideration

Negotiation of the instrument in breach of faith

Negotiation of the instrument under circumstances which amount to fraud

DEFENSES

Include those common law defenses outside those covered in Section 55


These include mistake, absence and failure of consideration covered in Section
28, minority and other forms of incapacity, lack of authority of an agent

INFIRMITIES

Things that are wrong with the instrument itself

What are these?

o
Wrong date inserted where the instrument is expressed to be payable at a
fixed period after sight is undated
o
Filling up a blank instrument not strictly in accordance with the authority
given or not within authority given or not within the reasonable time, where it
was delivered wanting in a material alteration
o

Filling up without authority an incomplete and undelivered instrument

Lack of valid and intentional delivery

Forgery

Material alteration

MAY A PAYEE BE A HOLDER IN DUE COURSE?

Yes, if he satisfies the requirements as set forth in Section 52

MAY A DRAWEE BE A HOLDER IN DUE COURSE?

A holder refers to one who has taken the instrument as it passes along in the
course of negotiation towards the drawee and not the drawee, who, on the
acceptance and payment of the instrument, thereby strips the instrument of all
negotiability and reduces it to a mere voucher or proof of payment
Sec. 53. When person not deemed holder in due course. - Where an instrument
payable on demand is negotiated on an unreasonable length of time after its
issue, the holder is not deemed a holder in due course.
WHAT CONSTITUTES UNREASONABLE LENGTH OF TIME?

Jurisprudence doesn't state an exact period, nonetheless, there is


practically no authorities hold that a reasonable time for negotiating a demand note
could be extended beyond a year

Sec. 54. Notice before full amount is paid. - Where the transferee receives notice of
any infirmity in the instrument or defect in the title of the person negotiating the
same before he has paid the full amount agreed to be paid therefor, he will be
deemed a holder in due course only to the extent of the amount therefore paid by
him.

Sec. 55. When title defective. - The title of a person who negotiates an instrument is
defective within the meaning of this Act when he obtained the instrument, or any
signature thereto, by fraud, duress, or force and fear, or other unlawful means, or
for an illegal consideration, or when he negotiates it in breach of faith, or under
such circumstances as amount to a fraud.
DEFECTIVE TITLE IN GENERAL

In the acquisition or negotiation thereof

Sec. 56. What constitutes notice of defect. - To constitutes notice of an infirmity in


the instrument or defect in the title of the person negotiating the same, the
person to whom it is negotiated must have had actual knowledge of the
infirmity or defect, or knowledge of such facts that his action in taking the
instrument amounted to bad faith.
NOTICE OF DEFECT IN GENERAL
To constitute a notice of defect or infirmity, the holder must have actual
knowledge either:
1.

Of the defect or infirmity

2.

Or of facts that his action in taking the instrument amounts to bad faith

ACTUAL KNOWLEDGE

Actual knowledge is required and not mere suspicion, surmise or fear

TAKING AMOUNTING TO BAD FAITH

Bad faith consists in guilty knowledge, or willful ignorance, showing a vicious or


evil mind

While mere suspicion is not enough, where there is knowledge of


suspicious circumstances, coupled with means of verifying them, taking the
instrument may amount to bad faith
Sec. 57. Rights of holder in due course. - A holder in due course holds the
instrument free from any defect of title of prior parties, and free from defenses

available to prior parties among themselves, and may enforce payment of the
instrument for the full amount thereof against all parties liable thereon.
RIGHTS OF A HOLDER IN DUE COURSE
1.

He may sue on the instrument in his won name

2. He may receive payment and if the payment is in due course, the instrument is
discharged
3. He holds the instrument free from any defect of title of prior parties and
free from defenses available to prior parties among themselves
4. And he may enforce payment of the instrument for the full amount
thereof against all parties liable thereto
LEGAL AND EQUITABLE DEFENSES

The holder in due course is free from equitable defenses only

AN ALTERATION MAY BE A REAL OR PERSONAL DEFENSE. WHY?

An alteration irrespective of original tenor, it can be enforcedreal

Irrespective of difference between original and altered tenor, can collect


only limited amountpersonal
EQUITABLE OR PERSONAL DEFENSES

Those which grow out of the agreement or conduct of a particular


person in regard to the instrument which renders it inequitable for him,
though holding legal title, to enforce it against the defendant, but which are not
available against bona fide purchasers for value without notice
LEGAL OR REAL DEFENSE

Attach to the instrument itself and can be set up against the whole
world, including a holder in due course

The right sought to be enforced has never existed or ceased to exist

Defense against everybody

THE INSTRUMENT SUBJECT TO A REAL DEFENSE CAN STILL BE


ENFORCED. IT CANNOT BE ENFORCED WITH REGARD THE PERSON TO WHOM
THE LEGAL DEFENSE IS AVAILABLE.
BETWEEN WHOM DEFENSE CAN BE RAISED IN NOTES


In general, the defense of want of consideration may only be raised
between immediate parties

But this could be raised in the instance that the holder has notice of the want
in consideration
BETWEEN WHOM DEFENSE MAY BE RAISED IN BILLS

The want or failure of consideration may be interposed in an action


brought by the payee against the drawer or by the indorsee against the
payee indorsing, or by the drawer against the acceptor, but not in an action
between the payee and acceptor

In the latter case, the defense is available only if there is no


consideration received by the defendant for his liability and plaintiff must have
given no consideration for his t

WANT OF DELIVERY OF COMPLETE INSTRUMENT

Where the instrument is mechanically complete and is not wanting in any


material particular, want of delivery is an equitable defense

As against holders not in due course, it can be shown that no delivery was
made, or that the delivery was conditional or for a special purpose

Where the instrument is stolen, the defense is also equitable

But where the instrument is payable to order, it is a real defensefor the


person would have to commit forgery on the instrument
FRAUD IN INDUCEMENT IS A PERSONAL OR EQUITABLE DEFENSE

Relates to the quantity, quality, value or character of the consideration of the


instrument
FOR MISTAKE TO INVALIDATE CONSENT

It should refer to the substance of the thing which is the object of the contract,
or those conditions which have principally moved one or both parties to enter into
the contract
FRAUD IN FACTUM OR FRAUD IN ESSE CONTRACTUS IS A LEGAL DEFENSE

This fraud exists in those cases which a person without negligence has signed
an instrument which was in fact a negotiable instrument but was deceived as
to the character of the instrument and without knowledge of it


Essential element is that the maker or indorser, as the case may be, must have
exercised ordinary diligence and in no manner contributed negligently to the
imposition
MINORITY IS A LEGAL DEFENSE ONLY AVAILABLE TO THE MINOR
WHERE THE CORPORATION IS ABSOLUTELY PROHIBITED FROM ISSUING ANY
NEGOTIABLE INSTRUMENT, THE PAPER CANNOT BE ENFORCED EVEN BY A HOLDER
IN DUE COURSE
WHERE THE CONTRACT OR INSTRUMENT ITSELF IS MADE VOID BY STATUTE,
THE ILLEGALITY OF THE INSTRUMENT IS A REAL DEFENSE
Sec. 58. When subject to original defense. - In the hands of any holder other
than a holder in due course, a negotiable instrument is subject to the same
defenses as if it were non-negotiable. But a holder who derives his title
through a holder in due course, and who is not himself a party to any fraud
or illegality affecting the instrument, has all the rights of such former holder in
respect of all
parties prior to the latter.

RIGHTS OF A HOLDER NOT IN DUE COURSE


1.

He may sue on his own name

2. He may receive payment and if the payment is in due course, the instrument is
discharged
3. He holds the instrument subject to the same defenses as if it were nonnegotiable
4. But a holder not in due course who derives his title from a holder in due
course and who isnt a party himself to any fraud or illegality affecting the
instrument, has all the rights of such former holder in respect of parties prior to the
latter
THE HOLDER ACQUIRING FROM A HOLDER IN DUE COURSE HAS THE BURDEN
OF PROOF TO SHOW PREDECESSOR IS INDEED A HOLDER IN DUE COURSE
Sec. 59. Who is deemed holder in due course. - Every holder is deemed
prima facie to be a holder in due course; but when it is shown that the title
of any person who has negotiated the instrument was defective, the burden is
on the holder to prove that he or some person under whom he claims acquired
the title as holder in due course. But the last-mentioned rule does not apply in

favor of a party who became bound on the instrument prior to the acquisition of
such defective title.
IN WHOSE FAVOR PRESUMPTION ARISES

In order to be a holder, he must be in possession of the note or the bearer


thereof
WHEN PRESUMPTION ACCRUES

It is presumed that the holder acquired the note under all the
circumstances required under Section 52

Before the presumption arises, he must prove that he is the holder of the
instrument, that is, that he is the indorsee in possession of the instrument,
as it is payable to order
WHEN BURDEN IS SHIFTED

When it is shown that the title of any person who has negotiated the
instrument was defective, the burden is on the holder to prove that he or some
under whom he claims, acquired the title as holder in due course
THE PRESUMPTION IS NOT APPLICABLE WHEN THE HOLDERS TITLE WAS DEFECTIVE
OR SUSPICIOUS

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