4 Consolidated Plywood v. IFC Leasing

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SUPREMECOURTREPORTSANNOTATEDVOLUME149
448
SUPREME COURT REPORTS ANNOTATED
Consolidated Plywood lndustries, Inc. vs. IFC Leasing and

Acceptance Corporation
*
No. L72593. April 30, 1987.
CONSOLIDATED PLYWOOD INDUSTRIES, INC.,

HENRY WEE, and RODOLFO T. VERGARA, petitioners,
vs. IFC LEASING AND ACCEPTANCE CORPORATION,
respondent.
Negotiable Instruments Law Promissory Note must he payable
to order or bearer to be negotiable."The instrument in order to be
considered negotiable must contain the so called 'words of
negotiability'ie., must be payable to 'order' or 'bearer.' These words
serve as an expression of consent that the instrument may be
transferred. This consent is indispensable since a maker assumes
greater risks under a negotiable instrument than under a non
negotiable one.
Same Same When instrument is payable to order.The
instrument is payable to order where it is drawn payable to the
order of a specified person or to him or his order . . . "These are the
only two ways by which an instrument may be made payable to
order. There must be always be a specified person named in the
instrument. It means that the bill or note is to be paid to the person
designated in the instrument or to any person to whom he has
indorsed and delivered the same. Without the words 'or order' or 'to
the order of,' the instrument is payable only to the person
designated therein and is therefore nonnegotiable. Any subsequent
purchaser thereof will not enjoy the advantages of being a holder of
a negotiable instrument, but will merely 'step into the shoes' of the
person designated in the instrument and will thus be open to all
defenses available against the latter."
Same Same Effect if promissory note is nonnegotiable.
There
________________
*
SECOND DIV ISION.
http://www.central.com.ph/sfsreader/session/000001570fe98012dad8b6d1003600fb002c009e/t/?o=False
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Consolidated Plywood Industries, Inc, vs. IFC Leasing and

fore, considering that the subject promissory note is not a negotiable

instrument, it follows that the respondent can never be a holder in
due course but remains a mere assignee of the note in question.
Thus, the petitioner may raise against the respondent all defenses
available to it as against the sellerassignor, Industrial Products
Marketing.
PETITION for certiorari to review the decision of the

Intermediate Appellate Court.
The facts are stated in the opinion of the Court.
Carpio, Villaraza & Cruz Law Offices for petitioners.
Europa, Dacanay & Tolentino for respondent.
GUTIERREZ, JR., J.:
This is a petition for certiorari under Rule 45 of the Rules of
Court which assails on questions of law a decision of the
Intermediate Appellate Court in ACG.R. CV No. 68609
dated July 17, 1985, as well as its resolution dated October
17, 1985, denying the motion f or reconsideration.
The antecedent facts culled from the petition are as
follows:
The petitioner is a corporation engaged in the logging
business. It had for its program of logging activities for the
year 1978 the opening of additional roads, and
simultaneous logging operations along the route of said
roads, in its logging concession area at Baganga, Manay,
and Caraga, Davao Oriental For this purpose, it needed two
(2) additional units of tractors.
Cognizant of petitionercorporation's need and purpose,
Atlantic Gulf & Pacific Company of Manila, through its
sister company and marketing arm, Industrial Products
Marketing (the "sellerassignor"), a corporation dealing in
tractors and other heavy equipment business, offered to sell
to petitionercorporation two (2) "Used" Allis Crawler
Tractors, one (1) an HD21B and the other an HD16B.
In order to ascertain the extent of work to which the
tractors were to be exposed, (t.s.n., May 28, 1980, p. 44) and
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to determine the capability of the "Used" tractors being

offered,
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Consolidated Plywood Industries, Inc. vs. IFC Leasing and

petitionercorporation requested the sellerassignor to

inspect the jobsite. After conducting said inspection, the
sellerassignor assured petitionercorporation that the
"Used" Allis Crawler Tractors which were being offered were
fit for the job, and gave the corresponding warranty of
ninety (90) days performance of the machines and
availability of parts. (t.s.n., May 28,1980, pp. 5966).
With said assurance and warranty, and relying on the
sellerassignor's skill and judgment, petitionercorporation
through petitioners Wee and Vergara, president and vice
president, respectively, agreed to purchase on installment
said two (2) units of "Used" Allis Crawler Tractors. It also
paid the down payment of Two Hundred Ten Thousand
Pesos (P210,000.00).
On April 5, 1978, the sellerassignor issued the sales
invoice for the two (2) units of tractors (Exh. "3A"). At the
same time, the deed of sale with chattel mortgage with
promissory note was executed (Exh. "2").
Simultaneously with the execution of the deed of sale
with chattel mortgage with promissory note, the seller
assignor, by means of a deed of assignment (Exh. "1"),
assigned its rights and interest in the chattel mortgage in
favor of the respondent.
Immediately thereafter, the sellerassignor delivered said
two (2) units of "Used" tractors to the petitionercorporation's
jobsite and as agreed, the sellerassignor stationed its own
mechanics to supervise the operations of the machines.
Barely fourteen (14) days had elapsed after their delivery
when one of the tractors broke down and af ter another nine
(9) days, the other tractor likewise broke down (t.s.n., May
28, 1980, pp. 6869),
On April 25, 1978, petitioner Rodolfo T. Vergara formally
advised the sellerassignor of the fact that the tractors broke
down and requested for the sellerassignor's usual prompt
attention under the warranty (Exh, "5").
In response to the formal advice by petitioner Rodolfo T.
Vergara, Exhibit "5," the sellerassignor sent to the jobsite
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its mechanics to conduct the necessary repairs (Exhs. "6," "6

A," "6B," 6C," "6C1," "6D," and "6E"), but the tractors did
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451

not come out to be what they should be after the repairs

were undertaken because the units were no longer
serviceable (t.s.n., May 28, 1980, p.78).
Because of the breaking down of the tractors, the road
building and simultaneous logging operations of
petitionercorporation were delayed and petitioner Vergara
advised the sellerassignor that the payments of the
installments as listed in the promissory note would likewise
be delayed until the sellerassignor completely fulfills its
obligation under its warranty (t.s.n, May 28,1980, p. 79).
Since the tractors were no longer serviceable, on April 7,
1979, petitioner Wee asked the sellerassignor to pull out
the units and have them reconditioned, and thereafter to
offer them for sale. The proceeds were to be given to the
respondent and the excess, if any, to be divided between the
sellerassignor and petitionercorporation which offered to
bear onehalf (1/2) of the reconditioning cost (Exh. "7").
No response to this letter, Exhibit "7," was received by
the petitionercorporation and despite several followup
calls, the sellerassignor did nothing with regard to the
request, until the complaint in this case was filed by the
respondent against the petitioners, the corporation, Wee,
and Vergara.
The complaint was filed by the respondent against the
petitioners for the recovery of the principal sum of One
Million Ninety Three Thousand Seven Hundred Eighty
Nine Pesos & 71/100 (P1,093,789.71), accrued interest of
One Hundred Fifty One Thousand Six Hundred Eighteen
Pesos & 86/100 (P151,618.86) as of August 15, 1979,
accruing interest thereafter at the rate of twelve (12%)
percent per annum, attorney's fees of Two Hundred Forty
Nine Thousand Eighty One Pesos & 71/100 (P249,081.71)
and costs of suit
The petitioners filed their amended answer praying for
the dismissal of the complaint and asking the trial court to
order the respondent to pay the petitioners damages in an
amount at the sound discretion of the court, Twenty
Thousand Pesos (P20,000.00) as and for attorney's fees, and
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Five Thousand Pesos (P5,000.00) for expenses of litigation.

The petitioners
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likewise prayed for such other and further relief as would be

just under the premises.
In a decision dated April 20, 1981, the trial court
rendered the f ollowing judgment:
"WHEREFORE, judgment is hereby rendered:
1. ordering defendants to pay jointly and severally in their
official and personal capacities the principal sum of ONE
MILLION NINETY THREE THOUSAND SEVEN
HUNDRED NINETY EIGHT PESOS & 71/100
(P1,093,798.71) with accrued interest of ONE HUNDRED
FIFTY ONE THOUSAND SIX HUNDRED EIGHTEEN
PESOS & 86/100 (P151,618.,86) as of August 15, 1979 and
accruing interest thereafter at the rate of 12% per annum
"2) ordering defendants to pay jointly and severally attorney's
fees equivalent to ten percent (10%) of the principal and to
pay the costs of the suit.
"Defendants' counterclaim is disallowed." (pp. 4546, Rollo)
On June 8, 1981, the trial court issued an order denying the

motion f or reconsideration f iled by the petitioners,
Thus, the petitioners appealed to the Intermediate
Appellate Court and assigned therein the following errors:
I
THAT THE LOWER COURT ERRED IN FINDING THAT THE
SELLER ATLANTIC GULF AND PACIFIC COMPANY OF
MANILA DID NOT APPROVE DEFENDANTSAPPELLANTS
CLAIM OF WARRANTY.
II
THAT THE LOWER COURT ERRED IN FINDING THAT
PLAINTIFFAPPELLEE IS A HOLDER IN DUE COURSE OF THE
PROMISSORY NOTE AND SUED UNDER SAID NOTE AS
HOLDER THEREOF IN DUE COURSE.
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On July 17, 1985, the Intermediate Appellate Court issued

the challenged decision affirming in toto the decision of the
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453

trial court. The pertinent portions of the decision are as

follows:
x x x x x x x x x
"From the evidence presented by the parties on the issue of
warranty, We are of the considered opinion that aside from the fact
that no provision of warranty appears or is provided in the Deed of
Sale of the tractors and even admitting that in a contract of sale
unless a contrary intention appears, there is an implied warranty,
the defense of breach of warranty, if there is any, as in this case,
does not lie in favor of the appellants and against the plaintiff
appellee who is the assignee of the promissory note and a holder of
the same in due course. Warranty lies in this case only between
Industrial Products Marketing and Consolidated Plywood
Industries, Inc. The plaintiffappellant herein upon application by
appellant corporation granted financing for the purchase of the
questioned units of FiatAllis Crawler Tractors.
x x x x x x x x x
"Holding that breach of warranty if any, is not a defense
available to appellants either to withdraw from the contract and/or
demand a proportionate reduction of the price with damages in
either case (Art. 1567, New Civil Code). We now come to the issue as
to whether the plaintiffappellee is a holder in due course of the
promissory note.
'To begin with, it is beyond arguments that the plaintiffappellee
is a financing corporation engaged in financing and receivable
discounting extending credit facilities to consumers and industrial,
commercial or agricultural enterprises by discounting or factoring
commercial papers or accounts receivable duly authorized pursuant
to R.A. 5980 otherwise known as the Financing Act.
"A study of the questioned promissory note reveals that it is a
negotiable instrument which was discounted or sold to the IFC
Leasing and Acceptance Corporation for P800,000.00 (Exh. "A")
considering the following: it is in writing and signed by the maker
it contains an unconditional promise to pay a certain sum of money
payable at a fixed or determinable future time it is payable to order
(Sec. 1, NIL) the promissory note was negotiated when it was
transferred and delivered by IPM to the appellee and duly endorsed
to the latter (Sec. 30, NIL) it was taken in the conditions that the
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note was complete and regular upon its face before the same was
overdue and without
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notice, that it had been previously dishonored and that the note is
in good faith and for value without notice of any infirmity or defect
in the title of IPM (Sec. 52, NIL) that IFC Leasing and Acceptance
Corporation held 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 (Sec. 57, NIL) the
appellants engaged that they would pay the note according to its
tenor, and admit the existence of the payee IPM and its capacity to
endorse (Sec. 60, NIL).
"In view of the essential elements found in the questioned
promissory note, We opine that the same is legally and conclusively
enforceable against the defendantsappellants.
"WHEREFORE, finding the decision appealed from according to
law and evidence, We find the appeal without merit and thus affirm
the decision in toto. With costs against the appellants." (pp. 5055,
Rollo)
The petitioners' motion for reconsideration of the decision of

July 17, 1985 was denied by the Intermediate Appellate
Court in its resolution dated October 17, 1985, a copy of
which was received by the petitioners on October 21, 1985.
Hence, this petition was filed on the following grounds:
I.
ON ITS FACE, THE PROMISSORY NOTE IS CLEARLY NOT A
NEGOTIABLE INSTRUMENT AS DEFINED UNDER THE LAW
SINCE IT IS NEITHER PAYABLE TO ORDER NOR TO BEARER.
II.
THE RESPONDENT IS NOT A HOLDER IN DUE COURSE: AT
BEST, IT IS A MERE ASSIGNEE OF THE SUBJECT
PROMISSORY NOTE.
III.
SINCE THE INSTANT CASE INVOLVES A NONNEGOTIABLE
INSTRUMENT AND THE TRANSFER OF
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VOL. 149, APRIL 30, 1987
455

RIGHTS WAS THROUGH A MERE ASSIGNMENT, THE

PETITIONERS MAY RAISE AGAINST THE RESPONDENT ALL
DEFENSES THAT ARE AVAILABLE TO IT AS AGAINST THE
SELLERASSIGNOR, INDUSTRIAL PRODUCTS MARKETING.
IV.
THE PETITIONERS ARE NOT LIABLE FOR THE PAYMENT
OF THE PROMISSORY NOTE BECAUSE:
A) THE SELLERASSIGNOR IS GUILTY OF BREACH OF
WARRANTY UNDER THE LAW
B) IF AT ALL, THE RESPONDENT MAY RECOVER ONLY
FROM THE SELLERASSIGNOR OF THE PROMISSORY NOTE.
V.
THE ASSIGNMENT OF THE CHATTEL MORTGAGE BY THE
SELLERASSIGNOR IN FAVOR OF THE RESPONDENT DOES
NOT CHANGE THE NATURE OF THE TRANSACTION FROM
BEING A SALE ON INSTALLMENTS TO A PURE LOAN.
VI.
THE PROMISSORY NOTE CANNOT BE ADMITTED OR USED
IN EVIDENCE IN ANY COURT BECAUSE THE REQUISITE
DOCUMENTARY STAMPS HAVE NOT BEEN AFFIXED
THEREON OR CANCELLED.
The petitioners prayed that judgment be rendered setting

aside the decision dated July 17, 1985, as well as the
resolution dated October 17, 1985 and dismissing the
complaint but granting petitioners' counterclaims before the
court of origin.
On the other hand, the respondent corporation in its
comment to the petition filed on February 20,1986,
contended that the petition was filed out of time that the
promissory note is a negotiable instrument and respondent
a holder in due course that respondent is not liable for any
breach of warranty and finally, that the promissory note is
admissible in evidence.
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Acceptance Corparation
The core issue herein is whether or not the promissory note

in question is a negotiable instrument so as to bar
completely all the available defenses of the petitioner
against the respondentassignee.
Preliminarily, it must be established at the outset that
we consider the instant petition to have been filed on time
because the petitioners' motion for reconsideration actually
raised new issues. It cannot, therefore, be considered pro
forma.
The petition is impressed with merit.
First, there is no question that the sellerassignor
breached its express 90day warranty because the findings
of the trial court, adopted by the respondent appellate court,
that "14 days after delivery, the first tractor broke down and
9 days, thereafter, the second tractor became inoperable"
are sustained by the records. The petitioner was clearly a
victim of a warranty not honored by the maker.
The Civil Code provides that:
"ART. 1561. The vendor shall be responsible for warranty against
the hidden defects which the thing sold may have, should they
render it unfit for the use for which it is intended, or should they
diminish its fitness for such use to such an extent that, had the
vendee been aware thereof, he would not have acquired it or would
have given a lower price for it but said vendor shall not be
answerable for patent defects or those which may be visible, or for
those which are not visible if the vendee is an expert who, by reason
of his trade or profession, should have known them.
"ART. 1562. In a sale of goods, there is an implied warranty or
condition as to the quality or fitness of the goods, as follows:
"(1) Where the buyer, expressly or by implication, makes known to
the seller the particular purpose for which the goods are acquired,
and it appears that the buyer relies on the seller's skill or judgment
(whether he be the grower or manufacturer or not), there is an
implied warranty that the goods shall be reasonably fit for such
purpose
x x x x x x x x x
"ART. 1564. An implied warranty or condition as to the quality or
fitness for a particular purpose may be annexed by the
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usage of trade.
x x x x x x x x x
"ART. 1566. The vendor is responsible to the vendee for any
hidden faults or defects in the thing sold, even though he was not
aware thereof.
"This provision shall not apply if the contrary has been
stipulated, and the vendor was not aware of the hidden faults or
defects in the thing sold." (Italics supplied).
It is patent then, that the sellerassignor is liable for its

breach of warranty against the petitioner. This liability as a
general rule, extends to the corporation to whom it assigned
its rights and interests unless the assignee is a holder in due
course of the promissory note in question, assuming the note
is negotiable, in which case the latter's rights are based on
the negotiable instrument and assuming further that the
petitioner's defenses may not prevail against it.
Secondly, it likewise cannot be denied that as soon as the
tractors broke down, the petitionercorporation notified the
sellerassignor's sister company, AG & P, about the
breakdown based on the sellerassignor's express 90day
warranty, with which the latter complied by sending its
mechanics. However, due to the sellerassignor's delay and
its failure to comply with its warranty, the tractors became
totally unserviceable and useless for the purpose f or which
they were purchased
Thirdly,
the
petitionercorporation,
thereafter,
unilaterally rescinded its contract with the sellerassignor.
Articles 1191 and 1567 of the Civil Code provide that:
"ART. 1191. The power to rescind obligations is implied in
reciprocal ones, in case one of the obligors should not comply with
what is incumbent upon him.
"The injured party may choose between the fulfillment and the
rescission of the obligation, with the payment of damages in either
case. He may also seek rescission, even after he has chosen
fulfillment, if the latter should become impossible.
x x x x x x x x x
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"ART. 1567. In the cases of articles 1561, 1562, 1564, 1565 and
1566, the vendee may elect between withdrawing from the contract
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and demanding a proportionate reduction of the price, with

damages in either case." (Italics supplied)
Petitioner, having unilaterally and extrajudicially

rescinded its contract with the sellerassignor, necessarily
can no longer sue the sellerassignor except by way of
counterclaim if the sellerassignor sues it because of the
rescission.
In the case of the University of the Philippines v De los
Angeles (35 SCRA 102) we held:
"In other words, the party who deems the contract violated may
consider it resolved or rescinded, and act accordingly, without
previous court action, but it proceeds at its own risk. For it is only
the final judgment of the corresponding court that will conclusively
and finally settle whether the action taken was or was not correct in
law. But the law definitely does not require that the contracting
party who believes itself injured must first file suit and wait for a
judgment before taking extrajudicial steps to protect its interest.
Otherwise, the party injured by the other's breach will have to
passively sit and watch its damages accumulate during the
pendency of the suit until the final judgment of rescission is
rendered when the law itself requires that he should exercise due
diligence to minimize its own damages (Civil Code, Article 2203)."
(Italics supplied)
Going back to the core issue, we rule that the promissory

note in question is not a negotiable instrument
The pertinent portion of the note is as f ollows:
"FOR VALUE RECEIVED, I/we jointly and severally promise to pay
to the INDUSTRIAL PRODUCTS MARKETING, the sum of ONE
MILLION NINETY THREE THOUSAND SEVEN HUNDRED
EIGHTY NINE PESOS & 71/100 only (P1,093,789.71), Philippine
Currency, the said principal sum, to be payable in 24 monthly
installments starting July 15, 1978 and every 15th of the month
thereafter until fully paid. x x x."
Considering that paragraph (d), Section 1 of the Negotiable

Instruments Law requires that a promissory note "must be
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VOL. 149, APRIL 30, 1987
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payable to order or bearer," it cannot be denied that the

promissory note in question is not a negotiable instrument.
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"The instrument in order to be considered negotiable must contain

the socalled 'words of negotiability'i.e., must be payable to 'order'
or 'bearer'. These words serve as an expression of consent that the
instrument may be transferred. This consent is indispensable since
a maker assumes greater risk under a negotiable instrument than
under a nonnegotiable one. x x x.
x x x x x x x x x
"When instrument is payable to order.
"SEC. 8. WHEN PAYABLE TO ORDER.The instrument is
payable to order where it is drawn payable to the order of a
specified person or to him or his order. . . .
x x x x x x x x x
"These are the only two ways by which an instrument may be
made payable to order. There must always be a specified person
named in the instrument. It means that the bill or note is to be paid
to the person designated in the instrument or to any person to
whom he has indorsed and delivered the same. Without the words
'or order' or 'to the order of,' the instrument is payable only to the
person designated therein and is therefore nonnegotiable. Any
subsequent purchaser thereof will not enjoy the advantages of being
a holder of a negotiable instrument, but will merely 'step into the
shoes' of the person designated in the instrument and will thus be
open to all defenses available against the latter." (Campos and
Campos, Notes and Selected Cases on Negotiable Instruments Law,
Third Edition, page 38). (Italics supplied)
Therefore, considering that the subject promissory note is

not a negotiable instrument, it follows that the respondent
can never be a holder in due course but remains a mere
assignee of the note in question. Thus, the petitioner may
raise against the respondent all defenses available to it as
against the sellerassignor, Industrial Products Marketing.
This being so, there was no need for the petitioner to
implead the sellerassignor when it was sued by the
respondentassignee because the petitioner's defenses apply
to both or either of them.
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Actually, the records show that even the respondent itself

admitted to being a mere assignee of the promissory note in
question, to wit:
"ATTY. PALACA:
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"Did we get it right from the counsel that what is being assigned is
the Deed of Sale with Chattel Mortgage with the promissory note
which is as testified to by the witness was indorsed? (Counsel for
Plaintiff nodding his head.) Then we have no further questions on
cross.
"COURT:
"You confirm his manifestation? You are nodding your head? Do
you confirm that?
"ATTY. ILAGAN:
"The Deed of Sale cannot be assigned. A deed of sale is a
transaction between two persons what is assigned are rights, the
rights of the mortgagee were assigned to the IFC Leasing &
Acceptance Corporation.
"COURT:
"He puts it in a simple way,as onedeed of sale and chattel
mortgage were assigned. . . you want to make a distinction, one is
an assignment of mortgage right and the other one is indorsement
of the promissory note. What counsel for defendants wants is that
you stipulate that it is contained in one single transaction?
"ATTY. ILAGAN:
"We stipulate it is one single transaction." (pp. 2729, TSN.,
February 13, 1980).
Secondly, even conceding for purposes of discussion that the

promissory note in question is a negotiable instrument, the
respondent cannot be a holder in due course for a more
significant reason.
The evidence presented in the instant case shows that
prior to the sale on installment of the tractors, there was an
arrangement between the sellerassignor, Industrial
Products Market
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461

ing, and the respondent whereby the latter would pay the
sellerassignor the entire purchase price and the
sellerassignor, in turn, would assign its rights to the
respondent which acquired the right to collect the price from
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the buyer, herein petitioner Consolidated Plywood

Industries, Inc.
A mere perusal of the Deed of Sale with Chattel
Mortgage with Promissory Note, the Deed of Assignment
and the Disclosure of Loan/Credit Transaction shows that
said documents evidencing the sale on installment of the
tractors were all executed on the same day by and among
the buyer, which is herein petitioner Consolidated Plywood
Industries, Inc. the sellerassignor which is the Industrial
Products Marketing and the assigneefinancing company,
which is the respondent. Therefore, the respondent had
actual knowledge of the fact that the sellerassignor's right
to collect the purchase price was not unconditional and that
it was subject to the condition that the tractors sold were not
defective. The respondent knew that when the tractors
turned out to be defective, it would be subject to the defense
of failure of consideration and cannot recover the purchase
price from the petitioners. Even assuming for the sake of
argument that the promissory note is negotiable, the
respondent, which took the same with actual knowledge of
the foregoing facts so that its action in taking the
instrument amounted to bad faith, is not a holder in due
course. As such, the respondent is subject to all defenses
which the petitioners may raise against the sellerassignor.
Any other interpretation would be most inequitous to the
unfortunate buyer who is not only saddled with two useless
tractors but must also face a lawsuit from the assignee for
the entire purchase price and all its incidents without being
able to raise valid defenses available as against the
assignor.
Lastly, the respondent failed to present any evidence to
prove that it had no knowledge of any fact, which would
justify its act of taking the promissory note as not
amounting to bad faith.
Sections 52 and 56 of the Negotiable Instruments Law
provide that:
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"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:
x x x x x x x x x
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x x x x x x x x x
"(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
x x x x x x x x x
"SEC. 56. WHAT CONSTITUTES NOTICE OF DEFECT.To
constitute 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 amounts to bad faith." (Italics supplied)
We subscribe to the view of Campos and Campos that a

financing company is not a holder in good faith as to the
buyer, to wit:
"In installment sales, the buyer usually issues a note payable to the
seller to cover the purchase price. Many times, in pursuance of a
previous arrangement with the seller, a finance company pays the
full price and the note is indorsed to it, subrogating it to the right to
collect the price from the buyer, with interest. With the increasing
frequency of installment buying in this country, it is most probable
that the tendency of the courts in the United States to protect the
buyer against the finance company will find judicial approval here.
Where the goods sold turn out to be defective, the finance company
will be subject to the defense of failure of consideration and cannot
recover the purchase price from the buyer. As against the argument
that such a rule would seriously affect 'a certain mode of
transacting business adopted throughout the State,' a court in one
case stated:
" 'lt may be that our holding here will require some changes in business
methods and will impose a greater burden on the finance companies. We
think the buyerMr. & Mrs. General Publicshould have some
protection somewhere along the line. We believe the finance company is
better able to bear
463
VOL. 149, APRIL 30, 1987
463

the risk of the dealer's insolvency than the buyer and in a far better
position to protect his interests against unscrupulous and insolvent
dealers. . . .
" 'lf this opinion imposes great burdens on finance companies it is a
potent argument in favor of a rule which will afford public protection to
15/17
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the general buying public against unscrupulous dealers in personal

property. . . .' (Mutual Finance Co. v. Martin, 63 So. 2d 649, 44 ALR 2d 1
[1953])" (Campos and Campos, Notes and Selected Cases on Negotiable
Instruments Law, Third Edition, p. 128).' "
In the case of Commercial Credit Corporation v. Orange

Country Machine Works (34 Cal. 2d 766) involving similar
facts, it was held that in a very real sense, the finance
company was a moving force in the transaction from its very
inception and acted as a party to it. When a finance
company actively participates in a transaction of this type
from its inception, it cannot be regarded as a holder in due
course of the note given in the transaction.
In like manner, therefore, even assuming that the
subject promissory note is negotiable, the respondent, a
financing company which actively participated in the sale
on installment of the subject two Allis Crawler tractors,
cannot be regarded as a holder in due course of said note. It
follows that the respondent's rights under the promissory
note involved in this case are subject to all defenses that the
petitioners have against the sellerassignor, Industrial
Products Marketing. For Section 58 of the Negotiable
Instruments Law provides that "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 nonnegotiable. x
x x."
Prescinding from the foregoing and setting aside other
peripheral issues, we find that both the trial and respondent
appellate court erred in holding the promissory note in
question to be negotiable, Such a ruling does not only
violate the law and applicable jurisprudence, but would
result in unjust enrichment on the part of both the seller
assignor and respondent assignee at the expense of the
petitionercorporation
464
464

People vs. Rosas
which rightfully rescinded an inequitable contract. We note,

however, that since the sellerassignor has not been
impleaded herein, there is no obstacle for the respondent to
file a civil suit and litigate its claims against the seller
assignor in the rather unlikely possibility that it so desires.
WHEREFORE, in view of the foregoing, the decision of
the respondent appellate court dated July 17, 1985, as well
as its resolution dated October 17, 1986, are hereby
16/17
9/10/2016
ANNULLED and SET ASIDE. The complaint against the

petitioner before the trial court is DISMISSED.
SO ORDERED.
Fernan, Paras, Padilla, Bidin and Cortes, JJ.,
concur.
Decision annulled and set aside.
o0o
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SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood lndustries, Inc. vs. IFC Leasing and

No. L72593. April 30, 1987.

CONSOLIDATED PLYWOOD INDUSTRIES, INC.,

SECOND DIV ISION.

VOL. 149, APRIL 30, 1987

Consolidated Plywood Industries, Inc, vs. IFC Leasing and

fore, considering that the subject promissory note is not a negotiable

PETITION for certiorari to review the decision of the

to determine the capability of the "Used" tractors being

SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

petitionercorporation requested the sellerassignor to

its mechanics to conduct the necessary repairs (Exhs. "6," "6

VOL. 149, APRIL 30, 1987

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

not come out to be what they should be after the repairs

Five Thousand Pesos (P5,000.00) for expenses of litigation.

SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

likewise prayed for such other and further relief as would be

On June 8, 1981, the trial court issued an order denying the

On July 17, 1985, the Intermediate Appellate Court issued

VOL. 149, APRIL 30, 1987

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

trial court. The pertinent portions of the decision are as

SUPREME COURT REPORTS ANNOTATED

The petitioners' motion for reconsideration of the decision of

VOL. 149, APRIL 30, 1987

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

RIGHTS WAS THROUGH A MERE ASSIGNMENT, THE

The petitioners prayed that judgment be rendered setting

SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

The core issue herein is whether or not the promissory note

VOL. 149, APRIL 30, 1987

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

It is patent then, that the sellerassignor is liable for its

SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

and demanding a proportionate reduction of the price, with

Petitioner, having unilaterally and extrajudicially

Going back to the core issue, we rule that the promissory

Considering that paragraph (d), Section 1 of the Negotiable

VOL. 149, APRIL 30, 1987

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

payable to order or bearer," it cannot be denied that the

"The instrument in order to be considered negotiable must contain

Therefore, considering that the subject promissory note is

SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood Industries, Inc. vs. IFC Leasing and

Actually, the records show that even the respondent itself

Secondly, even conceding for purposes of discussion that the

VOL. 149, APRIL 30, 1987

Consolidated Plywood lndustries, Inc. vs. IFC Leasing and

the buyer, herein petitioner Consolidated Plywood

SUPREME COURT REPORTS ANNOTATED

Consolidated Plywood lndustries, Inc. vs. IFC Leasing and

We subscribe to the view of Campos and Campos that a