BDO v. Lao

SUPREME COURT REPORTS ANNOTATED 827 12/16/19, 3:36 PM
G.R. No. 227005. June 19, 2017.*
BDO UNIBANK, INC., petitioner, vs. ENGR. SELWYN LAO, doing

business under the name and style „SELWYN F. LAO
CONSTRUCTION‰ and „WING AN CONSTRUCTION AND
DEVELOPMENT CORPORATION‰ and INTERNATIONAL
EXCHANGE BANK (NOW UNION BANK OF THE PHILIPPINES),
respondents.
Mercantile Law; Negotiable Instruments Law; Checks; The Supreme Court

(SC) agrees with the appellate court that in cases of unauthorized payment of
checks to a person other than the payee named therein, the drawee bank may be
held liable to the drawer. The drawee bank, in turn, may seek reimbursement
from the collecting bank for the amount of the check.·The Court agrees with
the appellate court that in cases of unauthorized payment of checks to a
_______________
* SECOND DIVISION.
482
482 SUPREME COURT REPORTS ANNOTATED

BDO Unibank, Inc. vs. Lao
person other than the payee named therein, the drawee bank may be held
liable to the drawer. The drawee bank, in turn, may seek reimbursement from
the collecting bank for the amount of the check. This rule on the sequence of
recovery in case of unauthorized check transactions had already been deeply
http://www.central.com.ph/sfsreader/session/0000016f0d9c7622ab7fa6d6003600fb002c009e/p/AUG178/?username=Guest Page 1 of 21
embedded in jurisprudence. The liability of the drawee bank is based on its

contract with the drawer and its duty to charge to the latterÊs accounts only
those payables authorized by him. A drawee bank is under strict liability to
pay the check only to the payee or to the payeeÊs order. When the drawee bank
pays a person other than the payee named in the check, it does not comply
with the terms of the check and violates its duty to charge the drawerÊs account
only for properly payable items.
Same; Same; Same; Endorsers; The liability of the collecting bank is
anchored on its guarantees as the last endorser of the check. Under Section 66 of
the Negotiable Instruments Law, an endorser warrants „that the instrument is
genuine and in all respects what it purports to be; that he has good title to it;
that all prior parties had capacity to contract; and that the instrument is at the
time of his endorsement valid and subsisting.‰·The liability of the collecting
bank is anchored on its guarantees as the last endorser of the check. Under
Section 66 of the Negotiable Instruments Law, an endorser warrants „that the
instrument is genuine and in all respects what it purports to be; that he has
good title to it; that all prior parties had capacity to contract; and that the
instrument is at the time of his endorsement valid and subsisting.‰ It has been
repeatedly held that in check transactions, the collecting bank generally
suffers the loss because it has the duty to ascertain the genuineness of all prior
endorsements considering that the act of presenting the check for payment to
the drawee is an assertion that the party making the presentment has done its
duty to ascertain the genuineness of the endorsements. If any of the
warranties made by the collecting bank turns out to be false, then the drawee
bank may recover from it up to the amount of the check.
Same; Same; Same; Crossed Checks; Jurisprudence dictates that the effects
of crossing a check are: (1) that the check may not be encashed but only
deposited in the bank; (2) that the check may be negotiated only once · to one
who has an account with a bank; and (3) that the act of crossing the check
serves as a warning to the holder that the check has been issued for a definite
purpose so that he must
483
, JUNE 19, 2017 483

inquire if he has received the check pursuant to that purpose.·A crossed
check is one where two parallel lines are drawn across its face or across the
comer thereof. A check may be crossed generally or specially. A check is crossed
especially when the name of a particular banker or company is written
between the parallel lines drawn. It is crossed generally when only the words
„and company‰ are written at all between the parallel lines. Jurisprudence
dictates that the effects of crossing a check are: (1) that the check may not be
encashed but only deposited in the bank; (2) that the check may be negotiated
only once · to one who has an account with a bank; and (3) that the act of
crossing the check serves as a warning to the holder that the check has been
issued for a definite purpose so that he must inquire if he has received the
check pursuant to that purpose. The effects of crossing a check, thus, relate to
the mode of payment, meaning that the drawer had intended the check for
deposit only by the rightful person, i.e., the payee named therein.
Same; Same; Same; Same; In Associated Bank v. Court of Appeals, 208
SCRA 465 (1992), the person who suffered the loss as a result of the
unauthorized encashment of crossed checks was allowed to recover the loss
directly from the negligent bank despite the latterÊs contention of lack of privity
of contract.·Although the rule on the sequence of recovery has been deeply
engrained in jurisprudence, there may be exceptional circumstances which
would justify its simplification. Stated differently, the aggrieved party may be
allowed to recover directly from the person which caused the loss when
circumstances warrant. In Associated Bank v. Court of Appeals (Associated
Bank), 208 SCRA 465 (1992), the person who suffered the loss as a result of the
unauthorized encashment of crossed checks was allowed to recover the loss
directly from the negligent bank despite the latterÊs contention of lack of
privity of contract. The Court said: There being no evidence that the crossed
checks were actually received by the private respondent, she would have a
right of action against the drawer companies, which in turn could go against
their respective drawee banks, which in turn could sue the herein petitioner as
collecting bank. In a similar situation, it was held that, to simplify proceedings,
the payee of the illegally encashed checks should be allowed to recover directly
from the bank responsible for such encashment regardless of whether or not
the checks were actually delivered to the payee. We approve such direct action
in the case at bar.
484

Same; Same; Same; Same; A peculiar circumstance in Associated Bank v.

Court of Appeals (Associated Bank), 208 SCRA 465 (1992), is the fact that the
drawer companies, which should have been directly liable to the aggrieved
payee, were not impleaded as parties in the suit.·A peculiar circumstance in
Associated Bank v. Court of Appeals (Associated Bank), 208 SCRA 465 (1992),
is the fact that the drawer companies, which should have been directly liable to
the aggrieved payee, were not impleaded as parties in the suit. In this regard,
it is a fundamental principle in this jurisdiction that a person cannot be
prejudiced by a ruling rendered in an action or proceeding in which he has not
been made a party. This principle conforms to the constitutional guarantee of
due process of law. To the mind of the Court, this principle was a foremost
underlying consideration for allowing the direct recovery by the payee from the
negligent collecting bank.
Pleadings and Practice; Parties; The noninclusion of a party in the title of
the pleading is not fatal to the case, provided there is a statement in the body
indicating that such non-included person is a party to the case.·It has been
held that it is not the caption of the pleading, but the allegations therein that
are controlling. The noninclusion of a party in the title of the pleading is not
fatal to the case, provided there is a statement in the body indicating that such
non-included person is a party to the case. BDO was not impleaded as a party
in Union BankÊs appeal before the CA. This is evident from the title of the case
before the CA, and the respective briefs of Union Bank and Lao, which
mentioned only Lao and Union Bank as parties thereto. Moreover, in their
respective briefs before the appellate court, neither Lao nor Union Bank made
any statement or raised any issue on BDOÊs liability and its inclusion as a
party in the appeal.
Remedial Law; Civil Procedure; Judgments; It is elementary in this
jurisdiction that a person cannot be bound by a decision wherein it was not
made a party.·The finality of the July 9, 2012 RTC Decision as to BDO, which
absolved it from any liability, necessarily means that it could not be prejudiced
or adversely affected by the decision rendered in the appeal. It is elementary in
this jurisdiction that a person cannot be bound by a decision wherein it was not
a party. A contrary finding would violate BDOÊs constitutional right to due
process. Needless to state, the appellate court erred in ordering
485
, JUNE 19, 2017 485
BDO to pay the amount of the subject check because the latter was not
made a party in the appeal, and the issue as to its liability or lack thereof, was
not raised on appeal. From the foregoing, the Court is of the considered view
that the pronouncements made in Associated Bank as regards the
simplification of the recovery proceedings are applicable in the present case.
The factual milieu of this case are substantially similar with that of Associated
Bank, i.e., a crossed check was presented and deposited, without authority, in
the account of a person other than the payee named therein; the collecting
bank endorsed the crossed check and warrant the validity of all prior
endorsements and/or lack of it; the warranty turned out to be false; and, a
party to the check transaction, which would otherwise be held liable to the
party aggrieved, was not made a party in the proceedings in court.
PETITION for review on certiorari of the decision and resolution of

the Court of Appeals.
The facts are stated in the opinion of the Court.
BDO Unibank, Inc. Legal Services Group for BDO Unibank, Inc.
Cacho & Chua Law Offices for respondent Selwyn Lao.
Office of the General Counsel for respondent Union Bank of the
Philippines.
MENDOZA, J.:
This is a petition for review on certiorari seeking to reverse and

set aside the October 14, 2015 Decision1 and the September 5, 2016
Resolution2 of the Court of Appeals (CA) in C.A.-G.R. CV No. 100351,
which affirmed, with modification, the
_______________
1 Penned by Associate Justice Zenaida T. Galapate-Laguilles, with Associate

Justice Mariflor P. Punzalan Castillo, and Associate Justice Leoncia R. Dimagiba,
concurring; Rollo, pp. 36-48.
2 Id., at pp. 50-54.
486

July 9, 2012 Decision3 of the Regional Trial Court, Branch 55, Manila
(RTC) in Civil Case No. 99-93068, a case for collection of sum of
money.
The Antecedents
On March 9, 1999, respondent Engineer Selwyn S. Lao (Lao) filed

before the RTC a complaint for collection of sum of money against
Equitable Banking Corporation, now petitioner Banco de Oro
Unibank (BDO), Everlink Pacific Ventures, Inc. (Everlink), and Wu
Hsieh a.k.a. George Wu (Wu).
In his complaint, Lao alleged that he was doing business under
the name and style of „Selwyn Lao Construction‰; that he was a
majority stockholder of Wing An Construction and Development
Corporation (Wing An); that he entered into a transaction with
Everlink, through its authorized representative Wu, under which,
Everlink would supply him with „HCG sanitary wares‰; and that for
the down payment, he issued two (2) Equitable crossed checks
payable to Everlink: Check No. 0127-2422494 and Check No. 0127-
242250,5 in the amounts of P273,300.00 and P336,500.00,
respectively.
Lao further averred that when the checks were encashed, he
contacted Everlink for the immediate delivery of the sanitary wares,
but the latter failed to perform its obligation. Later, Lao learned that
the checks were deposited in two different bank accounts at
respondent International Exchange Bank, now respondent Union
Bank of the Philippines (Union Bank). He was later informed that
the two bank accounts belonged to Wu and a company named New
Wave Plastic (New Wave), represented by a certain Willy Antiporda
(Antiporda). Consequently, Lao was prompted to file a complaint
against Everlink and Wu for their failure to comply
_______________
3 Penned by Presiding Judge Josefina E. Siscar; id., at pp. 61-76.

4 Records, p. 104.
5 Id.
487
, JUNE 19, 2017 487

with their obligation and against BDO for allowing the encashment
of the two (2) checks. He later withdrew his complaint against
Everlink as the corporation had ceased existing.
In its answer, BDO asserted that it had no obligation to ascertain
the owner of the account/s to which the checks were deposited
because the instruction to deposit the said checks to the payeeÊs
account only was directed to the payee and the collecting bank,
which in this case was Union Bank; that as the drawee bank, its
obligations consist in examining the genuineness of the signatures
appearing on the checks, and paying the same if there were sufficient
funds in the account under which the checks were drawn; and that
the subject checks were properly negotiated and paid in accordance
with the instruction of Lao in crossing them as they were deposited
to the account of the payee Everlink with Union Bank, which then
presented them for payment with BDO.
On August 24, 2001, Lao filed an Amended Complaint, wherein he
impleaded Union Bank as additional defendant for allowing the
deposit of the crossed checks in two bank accounts other than the
payeeÊs, in violation of its obligation to deposit the same only to the
payeeÊs account.
In its answer, Union Bank argued that Check No. 0127-242249
was deposited in the account of Everlink; that Check No. 0127-
242250 was validly negotiated by Everlink to New Wave; that Check
No. 0127-242250 was presented for payment to BDO, and the
proceeds thereof were credited to New WaveÊs account; that it was
under no obligation to deposit the checks only in the account of
Everlink because there was nothing on the checks which would
indicate such restriction; and that a crossed check continues to be
negotiable, the only limitation being that it should be presented for
payment by a bank.
During trial, BDO presented as its witnesses Elizabeth P.
Tinimbang (Tinimbang) and Atty. Carlos Buenaventura (Atty.
Buenaventura).
488

Tinimbang testified that Everlink was the payee of the two (2)
crossed checks issued by their client, Wing An; that the checks were
deposited with Union Bank, which presented them to BDO for
payment. She further narrated that after the checks were cleared
and that the drawerÊs signatures on the checks were determined to
be genuine, that there was sufficient fund to cover the amounts of
the checks, and that there was no order to stop payment, the checks
were paid by BDO. Tinimbang continued that sometime in July 1998,
BDO received a letter from Wing An stating that the amounts of the
checks were not credited to EverlinkÊs account. This prompted BDO
to write a letter to Union Bank demanding the latter to refund the
amounts of the checks. In a letter-reply, Union Bank claimed that the
checks were deposited in the account of Everlink.
Atty. Buenaventura claimed that BDO gave credence to Union
BankÊs representation that the checks were indeed credited to the
account of Everlink. He stated that BDOÊs only obligations under the
circumstances were to ascertain the genuineness of the checks, to
determine if the account was sufficiently funded and to credit the
proceeds to the collecting bank. On cross-examination, Atty.
Buenaventura clarified that Union Bank endorsed the crossed checks
as could be seen on the dorsal portion of the subject checks.
According to him, such endorsement meant that the lack of prior
endorsement was guaranteed by Union Bank.
For its part, Union Bank presented as its witness Jojina Lourdes
C. Vega (Vega), its Branch Business Manager. Vega testified that the
transaction history of EverlinkÊs account with Union Bank and the
notation at the back of the check indicating EverlinkÊs Account No.
(005030000925) revealed that the proceeds of Check No. 0127-242249
were duly credited to EverlinkÊs account on September 22, 1997. As
regards Check No. 0127-242250, Vega clarified that the proceeds of
the same were credited to New WaveÊs account. She explained that
New Wave was a valued client of Union Bank. As a form
489
, JUNE 19, 2017 489

of accommodation extended to valued clients, Union Bank would

request the signing of a second endorsement agreement because the
payee was not the same as the account holder. In this case,
Antiporda executed a Deed of Undertaking (Second Endorsed
Checks) wherein he assumed the responsibilities for the correctness,
genuineness, and validity of the subject checks.
The RTCÊs Ruling
In its Decision, dated July 9, 2012, the RTC absolved BDO from
any liability, but ordered Union Bank to pay Lao the amount of
P336,500.00, representing the value of Check No. 0127-242250;
P50,000.00 as moral damages; P100,000.00 as exemplary damages;
and P50,000.00 as attorneyÊs fees.
The RTC observed that there was nothing irregular with the
transaction of Check No. 0127-242249 because the same was
deposited in EverlinkÊs account with Union Bank. It, however, found
that Check No. 0127-242250 was irregularly deposited and encashed
because it was not issued for the account of Everlink, the payee, but
for the account of New Wave. The trial court noted further that
Check No. 0127-242250 was not even endorsed by Everlink to New
Wave. Thus, it opined that Union Bank was negligent in allowing the
deposit and encashment of the said check without proper
endorsement. The RTC wrote that considering that the subject check
was a crossed check, Union Bank failed to take reasonable steps in
order to determine the validity of the representations made by
Antiporda. In the end, it adjudged that BDO could not be held liable
because of Union BankÊs warranty when it stamped on the check that
„all prior endorsement and/or lack of endorsement guaranteed.‰ The
dispositive portion of the decision reads:
WHEREFORE, premises considered, judgment is hereby rendered in

FAVOR of the plaintiff Engr. Selwyn F. Lao and AGAINST the defendant
International Ex-
490

change Bank (now Union Bank) ordering the latter to pay the former the
following:
1. The amount of Three Hundred Thirty-Six Thousand Five Hundred Pesos
(P336,500.00) representing the Equitable Bank Check No. 0127-242250;
2. The amount of Fifty Thousand Pesos (P50,000.00) representing moral
damages;
3. The amount of One Hundred Thousand Pesos (P100,000.00) representing
exemplary damages; and
4. The amount of Fifty Thousand Pesos (P50,000.00) as attorneyÊs fees.
The Complaints against defendants Equitable Banking Corporation (now
Banco de Oro) and Wu Shu Chien a.k.a. George Wu are hereby ordered
DISMISSED.
Costs against the defendant International and Exchange Bank (now Union
Bank).
SO ORDERED.6
Aggrieved, Union Bank elevated an appeal to the CA.7
The CAÊs Ruling
In its assailed Decision, dated October 14, 2015, the CA affirmed,

with modification, the ruling of the RTC. It ordered BDO to pay Lao
the amount of P336,500.00, with legal interest from the time of filing
of the complaint until its full satisfaction. The appellate court further
directed Union Bank to reimburse BDO the aforementioned amount.
It concurred with the RTC that Union Bank was liable because of its
neg-
_______________
6 Id., at p. 828.
7 Id., at p. 833.
491
, JUNE 19, 2017 491

ligence and its guarantee on the validity of all prior endorsements or

lack of it.
With regard to BDOÊs liability, the CA explained that it violated its
duty to charge to the drawerÊs account only those authorized by the
latter when it paid the value of Check No. 0127-242250. Thus, it held
that BDO was liable for the amount charged to the drawerÊs account.
The fallo reads:
FOR THESE REASONS, the appeal is PARTLY GRANTED. The July 9,

2012 Decision of the Regional Trial Court of Manila, Branch 55 is AFFIRMED
with MODIFICATIONS that Equitable Bank is ordered to pay Selwyn Lao
the amount corresponding to Check
No. 0127-242250, i.e., P336,500.00, with legal interest from the time of filing of
the complaint until the amount is fully paid. International Exchange Bank
(now Union Bank of the Philippines) is ordered to reimburse Equitable Bank
the above mentioned amount. The award of damages and attorneyÊs fees is
DELETED. The rest of the Decision stands.
SO ORDERED.8
On November 5, 2012, BDO filed its Motion for Partial

Reconsideration. It argued that neither Lao nor Union Bank
appealed the dismissal of the complaint against it, thus, the RTC
decision had already attained finality as far as it was concerned. It
also prayed that Lao should be allowed to recover directly from
Union Bank.
In its assailed Resolution, dated September 6, 2016, the CA denied
BDOÊs Motion for Partial Reconsideration. It ratiocinated that in
Bank of America, NT & SA v. Associated Citizens Bank,9 (Bank of
America) the drawee bank was adjudged liable for the amount
charged to the drawerÊs account, while
_______________
8 Rollo, pp. 47-48.

9 606 Phil. 35; 588 SCRA 51 (2009).
492

the collecting bank was ordered to reimburse the drawee bank

whatever amount the latter was made to pay.
Hence, this petition anchored on the following:
Grounds
I.
ISSUES NOT RAISED BY THE PARTIES ON APPEAL CANNOT BE
REVIEWED NOR RULED UPON BY THE APPELLATE COURT.
II.
A COLLECTING BANK ASSUMES RESPONSIBILITY FOR A CROSSED
CHECK AS A GENERAL ENDORSER IN ACCORDANCE WITH
SECTION 66 OF THE NEGOTIABLE INSTRUMENTS LAW.
III.
THE PARTY WHICH DID NOT EXERCISE THE REQUIRED
DILIGENCE IS THE CAUSE OF THE LOSS AND BEARS THE
DAMAGES.10
BDO argued that the CAÊs order for it to pay Lao was erroneous as
the RTC had already adjudged with finality that it was not liable. It
posited that the appellate court could not resolve issues not raised on
appeal by both parties thereto. BDO pointed out that it was not a
party in the appeal before the CA. It further stressed that neither
Lao nor Union Bank assailed the RTC decision with respect to the
dismissal of the complaint against it during the appeal before the
CA, and even on motion for reconsideration before the RTC. Thus, for
failure to appeal therefrom, the RTC decision had already attained
finality as to BDO.
BDO further averred that Union Bank, as the collecting bank and
last endorser, must suffer the loss because it had
_______________
10 Rollo, p. 18.
493
, JUNE 19, 2017 493

the duty to ascertain the genuineness of all prior endorsement. It

asserted that as the drawee bank, it could not be held liable because
it merely relied on Union BankÊs express guarantee. It added that
the proximate cause of the loss suffered by Lao was the negligence of
Union Bank when it allowed the deposit of the crossed check
intended for Everlink to New WaveÊs account.
In his Comment,11 dated January 26, 2017, Lao asserted that the
CA did not commit any error when it resolved the issue on the
liability of BDO even if it was not raised on appeal. He was of the
view that the said issue was inextricably intertwined with the
principal issue. Lao stated that the CA correctly adjudged BDO
liable, without prejudice to its right to seek reimbursement from
Union Bank, as it was the correct sequence in the enforcement of
payment in cases where the collecting bank allowed a crossed check
to be deposited in the account of a person other than the payee.
Union Bank did not file any comment on BDOÊs petition.
The CourtÊs Ruling
The petition is meritorious.

Ordinarily, this Court would have concurred with the CA as
regards the applicability of Bank of America. There is, however, a
peculiar circumstance which would prevent the application of Bank
of America in the present case.
Sequence of Recovery in
cases of unauthorized
payment of checks
The Court agrees with the appellate court that in cases of

unauthorized payment of checks to a person other than the payee
named therein, the drawee bank may be held liable to
_______________
11 Id., at pp. 228-242.
494

the drawer. The drawee bank, in turn, may seek reimbursement from
the collecting bank for the amount of the check. This rule on the
sequence of recovery in case of unauthorized check transactions had
already been deeply embedded in jurisprudence.12
The liability of the drawee bank is based on its contract with the
drawer and its duty to charge to the latterÊs accounts only those
payables authorized by him. A drawee bank is under strict liability to
pay the check only to the payee or to the payeeÊs order. When the
drawee bank pays a person other than the payee named in the check,
it does not comply with the terms of the check and violates its duty to
charge the drawerÊs account only for properly payable items.13
On the other hand, the liability of the collecting bank is anchored
on its guarantees as the last endorser of the check. Under Section 66
of the Negotiable Instruments Law, an endorser warrants „that the
instrument is genuine and in all respects what it purports to be; that
he has good title to it; that all prior parties had capacity to contract;
and that the instrument is at the time of his endorsement valid and
subsisting.‰
It has been repeatedly held that in check transactions, the
collecting bank generally suffers the loss because it has the duty to
ascertain the genuineness of all prior endorsements considering that
the act of presenting the check for payment to the drawee is an
assertion that the party making the presentment has done its duty to
ascertain the genuineness of the endorsements. If any of the
warranties made by the col-
_______________
12 Bank of America, NT & SA v. Associated Citizens Bank, supra note 9; Traders

Royal Bank v. Radio Philippines Network, Inc., 439 Phil. 475; 390 SCRA 608 (2002).
13 Philippine National Bank v. Rodriguez, 588 Phil. 196, 214-215; 566 SCRA 513,
535-536 (2008).
495
, JUNE 19, 2017 495

lecting bank turns out to be false, then the drawee bank may recover
from it up to the amount of the check.14
In the present case, BDO paid the value of Check No. 0127-242250
to Union Bank, which, in turn, credited the amount to New WaveÊs
account. The payment by BDO was in violation of LaoÊs instruction
because the same was not issued in favor of Everlink, the payee
named in the check. It must be pointed out that the subject check
was not even endorsed by Everlink to New Wave. Clearly, BDO
violated its duty to charge to LaoÊs account only those payables
authorized by him.
Nevertheless, even with such clear violation by BDO of its duty,
the loss would have ultimately pertained to Union Bank. By
stamping at the back of the subject check the phrase „all prior
endorsements and/or lack of it guaranteed,‰ Union Bank had, for all
intents and purposes treated the check as a negotiable instrument
and, accordingly, assumed the warranty of an endorser. Without such
warranty, BDO would not have paid the proceeds of the check. Thus,
Union Bank cannot now deny liability after the aforesaid warranty
turned out to be false.15
Union Bank was clearly negligent when it allowed the check to be
presented by, and deposited in the account of New Wave, despite
knowledge that it was not the payee named therein. Further, it could
not have escaped its attention that the subject checks were crossed
checks.
A crossed check is one where two parallel lines are drawn across
its face or across the corner thereof. A check may be crossed
generally or specially. A check is crossed especially when the name of
a particular banker or company is written between the parallel lines
drawn. It is crossed generally when
_______________
14 Areza v. Express Savings Bank, Inc., G.R. No. 176697, September 10, 2014, 734
SCRA 588, 605.
15 Bank of the Phil. Islands v. Court of Appeals, 290 Phil. 452; 216 SCRA 51
(1992).
496

only the words „and company‰ are written at all between the parallel
lines.16
Jurisprudence dictates that the effects of crossing a check are: (1)
that the check may not be encashed but only deposited in the bank;
(2) that the check may be negotiated only once · to one who has an
account with a bank; and (3) that the act of crossing the check serves
as a warning to the holder that the check has been issued for a
definite purpose so that he must inquire if he has received the check
pursuant to that purpose.17 The effects of crossing a check, thus,
relate to the mode of payment, meaning that the drawer had
intended the check for deposit only by the rightful person, i.e., the
payee named therein.18
It is undisputed that Check No. 0127-242250 had been crossed
generally as nothing was written between the parallel lines
appearing on the face of the instrument. This indicated that Lao, the
drawer, had intended the same for deposit only to the account of
Everlink, the payee named therein. Despite this clear intention,
however, Union Bank negligently allowed the deposit of the proceeds
of the said check in the account of New Wave.
Generally, BDO must be ordered to pay Lao the value of the
subject check; whereas, Union Bank would be ordered to reimburse
BDO the amount of the check. The aforesaid sequence of recovery,
however, is not applicable in the present case due to the presence of
certain factual peculiarities.
_______________
16 Go v. Metropolitan Bank and Trust Company, 642 Phil. 264, 271-272; 628
SCRA 107, 115 (2010).
17 State Investment House v. Intermediate Appellate Court, 256 Phil. 762, 768;
175 SCRA 310, 315 (1989).
18 Yang v. Court of Appeals, 456 Phil. 378, 396; 409 SCRA 159, 171 (2003).
497
, JUNE 19, 2017 497

Simplification of the pro-

ceedings for Recovery
Although the rule on the sequence of recovery has been deeply

engrained in jurisprudence, there may be exceptional circumstances
which would justify its simplification. Stated differently, the
aggrieved party may be allowed to recover directly from the person
which caused the loss when circumstances warrant. In Associated
Bank v. Court of Appeals (Associated Bank),19 the person who
suffered the loss as a result of the unauthorized encashment of
crossed checks was allowed to recover the loss directly from the
negligent bank despite the latterÊs contention of lack of privity of
contract. The Court said:
There being no evidence that the crossed checks were actually received by
the private respondent, she would have a right of action against the drawer
companies, which in turn could go against their respective drawee banks,
which in turn could sue the herein petitioner as collecting bank. In a similar
situation, it was held that, to simplify proceedings, the payee of the illegally
encashed checks should be allowed to recover directly from the bank
responsible for such encashment regardless of whether or not the checks were
actually delivered to the payee. We approve such direct action in the case at
bar.20
A peculiar circumstance in Associated Bank is the fact that the

drawer companies, which should have been directly liable to the
aggrieved payee, were not impleaded as parties in the suit. In this
regard, it is a fundamental principle in this jurisdiction that a person
cannot be prejudiced by a ruling rendered in an action or proceeding
in which he has not been made a party. This principle conforms to
the constitutional
_______________
19 284 Phil. 615; 208 SCRA 465 (1992).

20 Id., at pp. 623-624; pp. 471-472.
498

guarantee of due process of law.21 To the mind of the Court, this

principle was a foremost underlying consideration for allowing the
direct recovery by the payee from the negligent collecting bank.
Finality of the RTC decision

with respect to BDO justi-
fies the simplification of the
proceedings for recovery
BDO argues that the appellate court erred in ordering it to pay

the amount of the subject check to Lao because it was no longer a
party in the case, not being impleaded in the appeal, and that the
issue as regards its liability had already been settled with finality by
the RTC.
The Court agrees.
It has been held that it is not the caption of the pleading, but the
allegations therein that are controlling. The noninclusion of a party
in the title of the pleading is not fatal to the case, provided there is a
statement in the body indicating that such nonincluded person is a
party to the case.22
BDO was not impleaded as a party in Union BankÊs appeal before
the CA. This is evident from the title of the case before the CA, and
the respective briefs of Union Bank and Lao, which mentioned only
Lao and Union Bank as parties thereto. Moreover, in their respective
briefs before the appellate court, neither Lao23 nor Union Bank24
made any statement or raised any issue on BDOÊs liability and its
inclusion as a party in the appeal.
_______________
21 Dare Adventure Farm Corporation v. Court of Appeals, 695 Phil. 681, 690; 681
SCRA 580, 588 (2012).
22 Genato v. Viola, 625 Phil. 514, 525; 611 SCRA 677, 686 (2010).
23 CA Rollo, pp. 107-131.
24 Id., at pp. 51-88.
499
, JUNE 19, 2017 499

Consequently, because of Lao and Union BankÊs failure to appeal

the July 9, 2012 Decision of the RTC with respect to BDOÊs lack of
liability, said decision became final as to the latter.
The finality of the July 9, 2012 RTC Decision as to BDO, which
absolved it from any liability, necessarily means that it could not be
prejudiced or adversely affected by the decision rendered in the
appeal. It is elementary in this jurisdiction that a person cannot be
bound by a decision wherein it was not a party.25 A contrary finding
would violate BDOÊs constitutional right to due process. Needless to
state, the appellate court erred in ordering BDO to pay the amount of
the subject check because the latter was not made a party in the
appeal, and the issue as to its liability or lack thereof, was not raised
on appeal.
From the foregoing, the Court is of the considered view that the
pronouncements made in Associated Bank as regards the
simplification of the recovery proceedings are applicable in the
present case. The factual milieu of this case are substantially similar
with that of Associated Bank, i.e., a crossed check was presented and
deposited, without authority, in the account of a person other than
the payee named therein; the collecting bank endorsed the crossed
check and warrant the validity of all prior endorsements and/or lack
of it; the warranty turned out to be false; and, a party to the check
transaction, which would otherwise be held liable to the party
aggrieved, was not made a party in the proceedings in court.
To summarize, Lao, the drawer of the subject check, has a right of
action against BDO for its failure to comply with its duty as the
drawee bank. BDO, in turn, would have a right of action against

Union Bank because of the falsity of its warranties as the collecting
bank. Considering, however, that BDO was not made a party in the
appeal, it could no longer be
_______________
25 Buazon v. Court of Appeals, G.R. No. 97749, March 19, 1993, 220 SCRA 182,
189.
500

held liable to Lao. Thus, following Associated Bank, the proceedings

for recovery must be simplified and Lao should be allowed to recover
directly from Union Bank.
WHEREFORE, the petition is GRANTED. The October 14, 2015
Decision and the September 5, 2016 Resolution of the Court of
Appeals in C.A.-G.R. CV No. 100351 are hereby REVERSED and
SET ASIDE insofar as it ordered petitioner BDO Unibank, Inc. to
pay Selwyn Lao the amount of Check No. 0127-242250. The rest of
the decision is AFFIRMED.
The amount shall earn interest at the rate of twelve percent (12%)
per annum from August 24, 2001, the date of judicial demand, to
June 30, 2013. From July 1, 2013, the rate shall be six percent (6%)
per annum until full satisfaction.
SO ORDERED.
Peralta** (Acting Chairperson), Leonen and Martires, JJ., concur.

Carpio, J., On Official Leave.
Petition granted, judgment and resolution reversed and set aside

insofar as it ordered BDO Unibank, Inc. to pay Selwyn Lao the
amount of Check No. 0127-242250, the rest of the decision affirmed.
Notes.·A crossed check is one where two parallel lines are drawn
across its face or across its corner; The crossing of a check has the
following effects: (a) the check may not be encashed but only
deposited in the bank; (b) the check may be negotiated only once ·
to the one who has an account with the bank; and (c) the act of
crossing the check serves as a warning to the holder that the check
has been issued for a definite purpose and he must inquire if he
received the check pursuant to this purpose; otherwise, he is not a
holder in due
_______________
** Per Special Order No. 2445 dated June 16, 2017.
501
, JUNE 19, 2017 501

course. (Philippine Commercial International Bank vs. Balmaceda,

658 SCRA 33 [2011])
Jurisprudence has pronounced that the crossing of a check means
that the check may not be encashed but only deposited in the bank.
(Wesleyan University-Philippines vs. Reyes, 731 SCRA 516 [2014])
··o0o··
© Copyright 2019 Central Book Supply, Inc. All rights reserved.

BDO v. Lao

Uploaded by

Copyright:

Available Formats

BDO v. Lao

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

BDO v. Lao

Uploaded by

Copyright:

Available Formats

SUPREME COURT REPORTS ANNOTATED 827 12/16/19, 3:36 PM

G.R. No. 227005. June 19, 2017.*

BDO UNIBANK, INC., petitioner, vs. ENGR. SELWYN LAO, doing

Mercantile Law; Negotiable Instruments Law; Checks; The Supreme Court

482 SUPREME COURT REPORTS ANNOTATED

embedded in jurisprudence. The liability of the drawee bank is based on its

, JUNE 19, 2017 483

inquire if he has received the check pursuant to that purpose.·A crossed

484 SUPREME COURT REPORTS ANNOTATED

Same; Same; Same; Same; A peculiar circumstance in Associated Bank v.

, JUNE 19, 2017 485

BDO Unibank, Inc. vs. Lao

PETITION for review on certiorari of the decision and resolution of

This is a petition for review on certiorari seeking to reverse and

1 Penned by Associate Justice Zenaida T. Galapate-Laguilles, with Associate

486 SUPREME COURT REPORTS ANNOTATED

BDO Unibank, Inc. vs. Lao

On March 9, 1999, respondent Engineer Selwyn S. Lao (Lao) filed

3 Penned by Presiding Judge Josefina E. Siscar; id., at pp. 61-76.

, JUNE 19, 2017 487

488 SUPREME COURT REPORTS ANNOTATED

, JUNE 19, 2017 489

of accommodation extended to valued clients, Union Bank would

The RTCÊs Ruling

WHEREFORE, premises considered, judgment is hereby rendered in

490 SUPREME COURT REPORTS ANNOTATED

Aggrieved, Union Bank elevated an appeal to the CA.7

The CAÊs Ruling

In its assailed Decision, dated October 14, 2015, the CA affirmed,

, JUNE 19, 2017 491

ligence and its guarantee on the validity of all prior endorsements or

FOR THESE REASONS, the appeal is PARTLY GRANTED. The July 9,

On November 5, 2012, BDO filed its Motion for Partial

8 Rollo, pp. 47-48.

492 SUPREME COURT REPORTS ANNOTATED

the collecting bank was ordered to reimburse the drawee bank

, JUNE 19, 2017 493

the duty to ascertain the genuineness of all prior endorsement. It

The CourtÊs Ruling

The petition is meritorious.

The Court agrees with the appellate court that in cases of

11 Id., at pp. 228-242.

494 SUPREME COURT REPORTS ANNOTATED

12 Bank of America, NT & SA v. Associated Citizens Bank, supra note 9; Traders

, JUNE 19, 2017 495

496 SUPREME COURT REPORTS ANNOTATED

, JUNE 19, 2017 497

Simplification of the pro-

Although the rule on the sequence of recovery has been deeply

A peculiar circumstance in Associated Bank is the fact that the

19 284 Phil. 615; 208 SCRA 465 (1992).

498 SUPREME COURT REPORTS ANNOTATED

guarantee of due process of law.21 To the mind of the Court, this

Finality of the RTC decision

BDO argues that the appellate court erred in ordering it to pay

, JUNE 19, 2017 499

Consequently, because of Lao and Union BankÊs failure to appeal

drawee bank. BDO, in turn, would have a right of action against