ACT NO.

1508
ACT NO. 1508 - AN ACT PROVIDING FOR THE MORTGAGING OF PERSONAL
PROPERTY AND FOR THE REGISTRATION OF THE MORTGAGES SO EXECUTED

Section 1. The short title of this Act shall be "The Chattel Mortgage Law."

Sec. 2. All personal property shall be subject to mortgage, agreeably to the provisions of this Act, and a
mortgage executed in pursuance thereof shall be termed chattel mortgage.

Sec. 3. Chattel mortgage defined. — A chattel mortgage is a conditional sale of personal property as security
for the payment of a debt, or the performance of some other obligation specified therein, the condition being
that the sale shall be void upon the seller paying to the purchaser a sum of money or doing some other act
named. If the condition is performed according to its terms the mortgage and sale immediately become void,
and the mortgagee is thereby divested of his title.

Sec. 4. Validity. — A chattel mortgage shall not be valid against any person except the mortgagor, his
executors or administrators, unless the possession of the property is delivered to and retained by the
mortgagee or unless the mortgage is recorded in the office of the register of deeds of the province in which
the mortgagor resides at the time of making the same, or, if he resides without the Philippine Islands, in the
province in which the property is situated: Provided, however, That if the property is situated in a different
province from that in which the mortgagor resides, the mortgage shall be recorded in the office of the register
of deeds of both the province in which the mortgagor resides and that in which the property is situated, and
for the purposes of this Act the city of Manila shall be deemed to be a province.

Sec. 5. Form. — A chattel mortgage shall be deemed to be sufficient when made substantially in accordance
with the following form, and shall be signed by the person or persons executing the same, in the presence of
two witnesses, who shall sign the mortgage as witnesses to the execution thereof, and each mortgagor and
mortgagee, or, in the absence of the mortgagee, his agent or attorney, shall make and subscribe an affidavit
in substance as hereinafter set forth, which affidavit, signed by the parties to the mortgage as above stated,
and the certificate of the oath signed by the authority administering the same, shall be appended to such
mortgage and recorded therewith.

FORM OF CHATTEL MORTGAGE AND AFFIDAVIT.

"This mortgage made this ____ day of ______19____ by _______________, a resident of the municipality of
______________, Province of ____________, Philippine Islands mortgagor, to ____________, a resident of
the municipality of ___________, Province of ______________, Philippine Islands, mortgagee, witnesseth:

"That the said mortgagor hereby conveys and mortgages to the said mortgagee all of the following-described
personal property situated in the municipality of ______________, Province of ____________ and now in the
possession of said mortgagor, to wit:

(Here insert specific description of the property mortgaged.)

"This mortgage is given as security for the payment to the said ______, mortgagee, of promissory notes for
the sum of ____________ pesos, with (or without, as the case may be) interest thereon at the rate of
___________ per centum per annum, according to the terms of __________, certain promissory notes, dated
_________, and in the words and figures following (here insert copy of the note or notes secured).

"(If the mortgage is given for the performance of some other obligation aside from the payment of promissory
notes, describe correctly but concisely the obligation to be performed.)

"The conditions of this obligation are such that if the mortgagor, his heirs, executors, or administrators shall
well and truly perform the full obligation (or obligations) above stated according to the terms thereof, then
this obligation shall be null and void.

"Executed at the municipality of _________, in the Province of ________, this _____ day of 19_____

____________________
(Signature of mortgagor.)

"In the presence of

"_________________
"_________________
(Two witnesses sign here.)

FORM OF OATH.
"We severally swear that the foregoing mortgage is made for the purpose of securing the obligation specified
in the conditions thereof, and for no other purpose, and that the same is a just and valid obligation, and one
not entered into for the purpose of fraud."

FORM OF CERTIFICATE OF OATH.

"At ___________, in the Province of _________, personally appeared ____________, the parties who signed
the foregoing affidavit and made oath to the truth thereof before me.

"_____________________________"
(Notary public, justice of the peace, 1 or other officer, as the case may be.)

Sec. 6. Corporations. — When a corporation is a party to such mortgage the affidavit required may be made
and subscribed by a director, trustee, cashier, treasurer, or manager thereof, or by a person authorized on the
part of such corporation to make or to receive such mortgage. When a partnership is a party to the mortgage
the affidavit may be made and subscribed by one member thereof.

Sec. 7. Descriptions of property. — The description of the mortgaged property shall be such as to enable the
parties to the mortgage, or any other person, after reasonable inquiry and investigation, to identify the same.

If the property mortgaged be large cattle," as defined by section one of Act Numbered Eleven and forty-seven,
2 and the amendments thereof, the description of said property in the mortgage shall contain the brands,
class, sex, age, knots of radiated hair commonly known as remolinos, or cowlicks, and other marks of
ownership as described and set forth in the certificate of ownership of said animal or animals, together with
the number and place of issue of such certificates of ownership.

If growing crops be mortgaged the mortgage may contain an agreement stipulating that the mortgagor binds
himself properly to tend, care for and protect the crop while growing, and faithfully and without delay to
harvest the same, and that in default of the performance of such duties the mortgage may enter upon the
premises, take all the necessary measures for the protection of said crop, and retain possession thereof and
sell the same, and from the proceeds of such sale pay all expenses incurred in caring for, harvesting, and
selling the crop and the amount of the indebtedness or obligation secured by the mortgage, and the surplus
thereof, if any shall be paid to the mortgagor or those entitled to the same.

A chattel mortgage shall be deemed to cover only the property described therein and not like or substituted
property thereafter acquired by the mortgagor and placed in the same depository as the property originally
mortgaged, anything in the mortgage to the contrary notwithstanding.

Sec. 8. Failure of mortgagee to discharge the mortgage. — If the mortgagee, assign, administrator, executor,
or either of them, after performance of the condition before or after the breach thereof, or after tender of the
performance of the condition, at or after the time fixed for the performance, does not within ten days after
being requested thereto by any person entitled to redeem, discharge the mortgage in the manner provided by
law, the person entitled to redeem may recover of the person whose duty it is to discharge the same twenty
pesos for his neglect and all damages occasioned thereby in an action in any court having jurisdiction of the
subject-matter thereof.

Sec. 9-12. (inclusive) 3

Sec. 13. When the condition of a chattel mortgage is broken, a mortgagor or person holding a subsequent
mortgage, or a subsequent attaching creditor may redeem the same by paying or delivering to the mortgagee
the amount due on such mortgage and the reasonable costs and expenses incurred by such breach of
condition before the sale thereof. An attaching creditor who so redeems shall be subrogated to the rights of
the mortgagee and entitled to foreclose the mortgage in the same manner that the mortgagee could foreclose
it by the terms of this Act.

Sec. 14. Sale of property at public auction; Officer's return; Fees; Disposition of proceeds. — The mortgagee,
his executor, administrator, or assign, may, after thirty days from the time of condition broken, cause the
mortgaged property, or any part thereof, to be sold at public auction by a public officer at a public place in the
municipality where the mortgagor resides, or where the property is situated, provided at least ten days' notice
of the time, place, and purpose of such sale has been posted at two or more public places in such municipality,
and the mortgagee, his executor, administrator, or assign, shall notify the mortgagor or person holding under
him and the persons holding subsequent mortgages of the time and place of sale, either by notice in writing
directed to him or left at his abode, if within the municipality, or sent by mail if he does not reside in such
municipality, at least ten days previous to the sale.

The officer making the sale shall, within thirty days thereafter, make in writing a return of his doings and file
the same in the office of the register of deeds where the mortgage is recorded, and the register of deeds shall
record the same. The fees of the officer for selling the property shall be the same as in the case of sale on
execution as provided in Act Numbered One hundred and ninety, 4 and the amendments thereto, and the fees
of the register of deeds for registering the officer's return shall be taxed as a part of the costs of sale, which
the officer shall pay to the register of deeds. The return shall particularly describe the articles sold, and state
the amount received for each article, and shall operate as a discharge of the lien thereon created by the
mortgage. The proceeds of such sale shall be applied to the payment, first, of the costs and expenses of
keeping and sale, and then to the payment of the demand or obligation secured by such mortgage, and the
residue shall be paid to persons holding subsequent mortgages in their order, and the balance, after paying
the mortgages, shall be paid to the mortgagor or person holding under him on demand.

If the sale includes any "large cattle," a certificate of transfer as required by section sixteen of Act Numbered
Eleven hundred and forty-seven 5 shall be issued by the treasurer of the municipality where the sale was held
to the purchaser thereof.

Sec. 15. 6, 6a

Sec. 16. This Act shall take effect on August first, nineteen hundred and six.

Enacted, July 2, 1906.

Footnotes
1. Now Municipal judge.
2. Now section 511 of the Administrative Code.
3. Repealed by Act 3815, Article 367 approved December 8, 1930.
4. Now Rule 141, section 7 of the Rules of Court.
5. Now Section 523 of the Administrative Code.
6. Superseded by section 198 of the Administrative Code. The following is the present text of section 198 as amended by RA 2711,
approved June 18, 1960.

"SECTION 198. Registration of chattel mortgages and fees collectible in connection therewith. — Every register of deeds shall keep
a primary entry book and a registration book for the chattel mortgages; shall certify on each mortgage filed for record, as well as on
its duplicate, the date, hour, and minute when the same was by him received; and shall record in such books any chattel mortgage,
assignment, or discharge thereof, and any other instruments relating to a recorded mortgage, and all such instruments shall be
presented to him in duplicate, the original to be filed and the duplicate to be returned to the person concerned.

"The recording of a mortgage shall be effected by making an entry, which shall be given a correlative number, setting forth the
names of the mortgagee, and the mortgagor, the sum or obligation guaranteed, date of the instrument, name of the notary before
whom it was sworn to or acknowledged, and a note that the property mortgaged, as well as the terms and conditions of the
mortgage, is mentioned in detail in the instrument filed, giving the proper file number thereof. The recording of other instruments
relating to a recorded mortgage shall be effected by way of annotations on the space provided therefor in the registration book,
after the same shall have been entered in the primary entry book.

"The register of deeds shall also certify the officer's return of sale upon any mortgage, making reference upon the record of such
officer's return to the volume and page of the record of the mortgage, and a reference of such return on the record of the mortgage
itself, and give a certified copy thereof, when requested, upon payment of the lawful fees for such copy; and certify upon each
mortgage officer's return of sale or discharge of mortgage; and upon any other instrument relating to such a recorded mortgage,
both on the original and on the duplicate, the date, hour, and minute when the same is received for record and record such
certificate with the return itself and keep an alphabetical index of mortgagors and mortgagees, which record and index shall be
open to public inspection.

"Duly certified copies of such records and of filed instruments shall be receivable as evidence in any court.

"The register of deeds shall collect the following fees for services rendered by him under this section:

"(a) For entry or presentation of any document in the primary entry book, one peso. Supporting papers presented together with the
principal document need not be charged any entry or presentation fee unless the party in interest desires that they be likewise
entered.

"(b) For filing and recording each chattel mortgage, including the necessary certificates and affidavits, the fees established in the
following schedule shall be collected:

"1. When the amount of the mortgage does not exceed six thousand pesos, three pesos and fifty centavos for the first five hundred
pesos or fractional part thereof, and one peso and fifty centavos for each additional five hundred pesos or fractional part thereof.

"2. When the amount of the mortgage is more than six thousand pesos but does not exceed thirty thousand pesos, twenty-four
pesos for the initial amount not exceeding eight thousand pesos, and four pesos for each additional two thousand pesos or fractional
part thereof.

"3. When the amount of the mortgage is more than thirty thousand pesos but does not exceed one hundred thousand pesos,
seventy-five pesos for the initial amount not exceeding thirty-five thousand pesos, and seven pesos for each additional five
thousand pesos or fractional part thereof.

"4. When the amount of the mortgage is more than one hundred thousand pesos but does not exceed five hundred thousand pesos,
one hundred and seventy-six pesos for the initial amount not exceeding one hundred ten thousand pesos, and ten pesos for each
additional ten thousand pesos or fractional part thereof.

"5. When the amount of the mortgage is more than five hundred thousand pesos, five hundred eighty-one pesos for the initial
amount not exceeding five hundred twenty thousand pesos, and fifteen pesos for each additional twenty thousand pesos or
fractional part thereof: Provided, however, That registration of the mortgage in the province where the property is situated shall be
sufficient registration: And provided, further, That if the mortgage is to be registered in more than one city or province, the register
of deeds of the city or province where the instrument is first presented for registration shall collect the full amount of the fees due
in accordance with the schedule prescribed above, and the register of deeds of the other city or province where the same instrument
is also to be registered shall collect only a sum equivalent to twenty per centum of the amount of fees due and paid in the first city
or province, but in no case shall the fees payable in any registry be less than the minimum fixed in said schedule.

"(c) For recording each instrument of sale, conveyance, or transfer of the property which is subject of a recorded mortgage, or of
the assignment of mortgage credit, the fees established in the preceding schedule shall be collected on the basis of ten per centum
of the amount of the mortgage or unpaid balance thereof: Provided, That the latter is stated in the instrument.

"(d) For recording each notice of attachment, including the necessary index and annotations, four pesos.

"(e) For recording each release of mortgage, including the necessary index and references, the fees established in the schedule
under paragraph (b) above shall be collected on the basis of five per centum of the amount of the mortgage.

"(f) For recording each release of attachment, including the proper annotations, two pesos.

"(g) For recording each sheriff's return of sale, including the index and references, three pesos.

"(h) For recording a power of attorney, appointment of judicial guardian, administrator, or trustee, or any other instrument in
which a person is given power to act in behalf of another in connection with a mortgage, three pesos.

"(i) For recording each instrument or order relating to a recorded mortgage, including the necessary index and references, for
which no specific fee is provided above, two pesos.

"(j) For certified copies of records, such fees as are allowed by law for copies kept by the register of deeds.

"(k) For issuing a certificate relative to, or showing the existence or non-existence of, an entry in the registration book, or a
document on file, for each such certificate containing not more than two hundred words, three pesos; if it exceeds that number, an
additional fee of fifty centavos shall be collected for every one hundred words or fractional part thereof, in excess of the first two
hundred words."
ASSOCIATED INSURANCE AND SURETY COMPAN
Y V. IYA, ET. AL
103 SCRA 972

FACTS:
Spouses Valino were the owners of a house, payable on installments from Philippine Realty Corporation. To be
able to purchase on credit rice from NARIC, they filed a surety bond subscribed by petitioner and therefor, they
executed an alleged chattel mortgage on the house in favor of the surety
company. The spouses didn’t own yet the land on which the house was
constructed on at the time of the undertaking. After being able to
purchase the land, to be able to secure payment for indebtedness, the spouses executed a real estate
mortgage in favor of Iya.

The spouses were not able to satisfy obligation with NARIC, petitioner was
compelled to pay. The spouses weren’t able to pay the surety company despite demands and thus, the
company foreclosed the chattel mortgage. It later learned of the real estate mortgage over the house and lot
secured
by the spouses. This prompted the company to file an action against the spouses. Also, Iya filed another civil
action against the spouses, asserting that she has a better right over the property. The trial court heard the two
cases jointly and it held that the surety company had a preferred right over
the building as since when the chattel mortgage was secured, the land wasn’t owned yet by the spouses
making the building then a chattel and not a real property.

HELD:
A building certainly cannot be divested of its character of a realty by the fact that the land on which it is
constructed belongs to another. To hold it
the other way, the possibility is not remote that it would result in
confusion, for to cloak the building with an uncertain status made
dependent on ownership of the land, would create a situation where apermanent fixture changes its
nature or character as the ownership of the land changes hands. In the case at bar, as personal properties may
be the only subjects of a chattel mortgage, the execution of the chattel mortgage covering said building is null
and void.
PHILIPPINE REFINING COMPANY V. JARQUE

FACTS:

Plaintiff Philippine Refining Co. and defendant Jarque executed three mortgages on the motor vessels Pandan
and Zargazo. The documents were recorded as transfer and encumbrances of the vessels for the port of Cebu
and each was denominated a chattel mortgage.

The first two mortgages did not have an affidavit of good faith. A fourth mortgage was executed by Jarque and
Ramon Aboitiz over motorship Zaragoza and was entered in the Chattel Mortgage Registry on May 12, 1932,
within the period of 30 days prior to the foreclosure/institution of the insolvency proceedings.

Jose Curaminas filed with the CFI of Cebu a petition praying that Francisco Jarque be declared an insolvent
debtor. This was granted and Jarque’s properties were then assigned to Curaminas.

A problem arose when Judge Jose Hontiveros declined to order the foreclosure of the mortgages, and instead,
ruled that they were defective because they did not have affidavits of good faith.

ISSUE:

1. Whether or not the mortgages of the vessels are governed by the Chattel Mortgage Law
2. Whether or not an affidavit of good faith is needed to enforce achattel mortgage on a
vessel

RULING:

Yes. “Personal property” includes vessels. They are subject to the provisions of the Chattel Mortgage Law. The
Chattel Mortgage Law says that a good chattel mortgage includes an affidavit of good faith. The absence of such
affidavit makes mortgage unenforceable against creditors and subsequent encumbrances. The judge was
correct.

Note: A mortgage on a vessel is generally like other chattel mortgages. The only difference between a chattel
mortgage of a vessel and a chattel mortgage of other personalty is that the first must be noted in the registry of
the register of deeds.
ACME SHOE, RUBBER & PLASTIC CORPORATION and CHUA PAC vs.HON. COURT OF
APPEALS, BANK OF THE PHILIPPINES and REGIONAL SHERIFF OF CALOOCAN CITY

G.R. No. 103576 August 22, 1996

FACTS:
Petitioner Chua Pac, the president and general manager of co-petitioner Acme executed a
chattel mortgage in favor of private respondent Producers Bank as a security for a loan of
P3,000,000. A provision in the chattel mortgage agreement was to this effect:

"In case the MORTGAGOR executes subsequent promissory note or notes either as a
renewal of the former note, as an extension thereof, or as a new loan, or is given any other
kind of accommodations such as overdrafts, letters of credit, acceptances and bills of
exchange, releases of import shipments on Trust Receipts, etc., this mortgage shall also
stand as security for the payment of the said promissory note or notes and/or
accommodations without the necessity of executing a new contract and this mortgage shall
have the same force and effect as if the said promissory note or notes and/or
accommodations were existing on the date thereof. This mortgage shall also stand as security
for said obligations and any and all other obligations of the MORTGAGOR to the
MORTGAGEE of whatever kind and nature, whether such obligations have been contracted
before, during or after the constitution of this mortgage."

In due time, the loan of P3,000,000.00 was paid. Subsequently it obtained additional loan
totalling P2,700,000.00 which was also duly paid.

Another loan was again extended (P1,000,000.00) covered by four promissory notes for
P250,000.00 each, but went unsettled prompting the bank to apply for an extrajudicial
foreclosure with the Sheriff.

ISSUE:
Would it be valid and effective to have a clause in a chattel mortgage that purports to likewise
extend its coverage to obligations yet to be contracted or incurred?

HELD:
No. While a pledge, real estate mortgage, or antichresis may exceptionally secure after-
incurred obligations so long as these future debts are accurately described, a chattel
mortgage, however, can only cover obligations existing at the time the mortgage is
constituted. Although a promise expressed in a chattel mortgage to include debts that are yet
to be contracted can be a binding commitment that can be compelled upon, the security itself,
however, does not come into existence or arise until after a chattel mortgage agreement
covering the newly contracted debt is executed either by concluding a fresh chattel mortgage
or by amending the old contract conformably with the form prescribed by the Chattel
Mortgage Law. Refusal on the part of the borrower to execute the agreement so as to cover
the after-incurred obligation can constitute an act of default on the part of the borrower of the
financing agreement whereon the promise is written but, of course, the remedy of foreclosure
can only cover the debts extant at the time of constitution and during the life of the chattel
mortgage sought to be foreclosed.
 RCBC v. ROYAL CARGO
J. Gutierrez

Petitioner: Rizal Commercial Banking Corporation

Respondents: Royal Cargo Corporation
FACTS: Terrymanila Inc. filed a petition for voluntary
insolvency with RTC of Bataan. One of its creditors was
RCBC (P3M secured by chattel mortgage)
Royal Cargo Corporation, another creditor of Terrymanila,
filed an action before the RTC of Manila for collection of
sum of money and preliminarily attached "some" of
Terrymanila's personal properties to secure the
satisfaction of judgment award of P296,662.16, exclusive
of interests and atty's fees.
Bataan RTC declared Terry insolvent
Manila RTC judgment in favor of Royal Cargo
In the meantime, RCBC sought in the insolvency
proceedings at Bataan RTC permission to
extrajudicially foreclose the chattel mortgage -
granted
Provincial Sheriff scheduled the public auction sale of
mortgaged personal properties in Bataan. At the auction
sale, RCBC was the sole bidder, and purchased them for
P1.5M.
Royal Cargo attached Terry's equity of redemption.
Thus it had to be informed of the date of sale of
mortgaged assets for it to exercise such equity of
redemption over some of those foreclosed properties.
Royal Cargo was aware of the auction sale
- It was informed about the Order of the insolvency court
that granted leave to RCBC to foreclose the chattel
mortgage.
- Its negligence or omission to exercise its equity of
redemption within a reasonable time, or even on the day
of auction sale, warrants a presumption that it had either
abandoned it or opted not to assert it
Royal Cargo was not prejudiced by the auction sale
- Terry had sufficient, unencumbered assets to cover
obligations owing to its other creditors
RCBC had a superior lien over the mortgaged assets
- The right of those who acquire properties should not and
cannot be superior to that of a creditor, who has in his
favor an instrument of mortgage, executed with the
formalities of law, in good faith, and without the least
indication of fraud
- Right of Royal Cargo was subordinate to the lien of the
mortgagee, who has in his favor a valid chattel mortgage

Royal Cargo filed a petition for annulment of auction

sale before Manila RTC, against the Provincial Sheriff of
Bataan RTC and RCBC.
- Questioned the failure to duly notify Royal
Cargo
of the sale at least 10 days prior to the sale
- Basis: Act No. 1508, Sec. 14
Manila RTC judged in favor of Royal Cargo
(2) WON RCBC was guilty of constructive fraud in
failing to provide Royal Cargo with a 10-day notice
- NO
Foreclosure suits may be initiated even during insolvency
proceedings, as long as leave must first be obtained from
the insolvency court, as what RCBC did.

CA affirmed and increased atty's fees and awarded

exemplary damages and interest on principal amount

ISSUES/HELD:
(1) WON Royal Cargo should have been notified of
the foreclosure sale - NO

Petitioner: Chattel Mortgage Law only allows an

attaching creditor or judgment creditor to "redeem" the
mortgage, BEFORE the holding of the auction.

SC: Agrees. Sec. 13 of the Chattel Mortgage Law allows

the would-be redemptioner to redeem the mortgaged
property only BEFORE its sale.

The redemption cited in Sec. 13 partakes of an equity of

redemption, which is the right of the mortgagor to
redeem the mortgaged property after his default in the
performance of conditions of the mortgage, but before the
sale of property, to clear it from encumbrance of the
mortgage.
Valley Golf & Country Club, Inc. v. Rosa Vda. De Caram

G.R. No. 158805

April 16, 2009

Facts:

The respondent’s deceased husband, Caram owned subscribed and fully paid for
one share in the capital stock of Valley Golf in 1961, and was correspondingly issued a
Certificate of Stock for the said purchase. Since 1980 Mr. Caram however stopped paying
his monthly membership dues to the Valley Golf, and had not paid the same despite
continued demands for payment. As a consequence, he was declared a delinquent, and his
share was sold at public auction to satisfy his membership dues in 1987, in line with Valley
Golf’s by-laws. Unknown to Valley Golf, Mr. Caram had died in October 1986, and his heirs
only came to know about the sale of his share in Valley Golf during the settlement of his
estate, forcing them to file a case for reconveyance with SEC. SEC, SEC en-banc, and CA
ruled in favor of Mrs. Caram holding that the By-Laws of the corporation does not justify
the sale of the shares of its member for non-payment of dues by virtue of Sec. 67 of the
Corporation Code.

Issue: Whether or not a Corporation can dispose a fully-paid share of a member on account
of its unpaid debts to the Corporation when it is authorized to do so under the corporate
by-laws.

Ruling: No.

The arrangement provided for in the afore-quoted by-laws of Valley Golf whereby a
lien is constituted on the membership share to answer for subsequent obligations to the
corporation finds applicable parallels under the Civil Code. Membership shares are
considered as movable or personal property, and they can be constituted as security to
secure a principal obligation, such as the dues and fees. There are at least two contractual
modes under the Civil Code by which personal property can be used to secure a principal
obligation. The first is through a contract of pledge, while the second is through a chattel
mortgage. In this case, Caram had not signed any document that manifests his agreement to
constitute his Golf Share as security in favor of Valley Golf to answer for his obligations to
the club. There is no document we can assess that it is substantially compliant with the
form of chattel mortgages under Section 5 of Act No. 1508. The by-laws could not suffice for
that purpose since it is not designed as a bilateral contract between Caram and Valley Golf,
or a vehicle by which Caram expressed his consent to constitute his Golf Share as security
for his account with Valley Golf.