CONSTRUCTION WHERE

INSTRUMENT IS AMBIGUOUS

Sec. 17. Construction where instrument is ambiguous. - Where the

language of the instrument is ambiguous or there are omissions therein,
the following rules of construction apply:chanroblesvirtuallawlibrary
(a) Where the sum payable is expressed in words and also in figures
and there is a discrepancy between the two, the sum denoted by the
words is the sum payable; but if the words are ambiguous or uncertain,
reference may be had to the figures to fix the amount;
(b) Where the instrument provides for the payment of interest, without
specifying the date from which interest is to run, the interest runs from
the date of the instrument, and if the instrument is undated, from the
issue thereof;

(c) Where the instrument is not dated, it will be considered

to be dated as of the time it was issued;
(d) Where there is a conflict between the written and printed
provisions of the instrument, the written provisions prevail;
(e) Where the instrument is so ambiguous that there is
doubt whether it is a bill or note, the holder may treat it as
either at his election;

(f) Where a signature is so placed upon the instrument

that it is not clear in what capacity the person making
the same intended to sign, he is to be deemed an
indorser;
(g) Where an instrument containing the word "I promise
to pay" is signed by two or more persons, they are
deemed to be jointly and severally liable thereon.

Republic Planters Bank vs. CA

___________, after date, for value received, I/we, jointly
and severaIly promise to pay to the ORDER of the
REPUBLIC PLANTERS BANK, at its office in Manila,
Philippines, the sum of ___________ PESOS(....)
Philippine Currency...

 On the right bottom margin of the promissory notes

appeared the signatures of Shozo Yamaguchi and Fermin
Canlas above their printed names with the phrase "and
(in) his personal capacity" typewritten below.

 Canlas: he should not be held personally liable for

such authorized corporate acts that he performed. I
Republic Planters Bank: having unconditionally
signed the nine (9) promissory notes with Shozo
Yamaguchi, jointly and severally, defendant Fermin
Canlas is solidarity liable with Shozo Yamaguchi on
each of the nine notes

 Where an instrument containing the words "I promise to

pay" is signed by two or more persons, they are deemed to
be jointly and severally liable thereon. An instrument which
begins" with "I" ,We" , or "Either of us" promise to, pay, when
signed by two or more persons, makes them solidarily
liable. The fact that the singular pronoun is used indicates
that the promise is individual as to each other; meaning that
each of the co-signers is deemed to have made an
independent singular promise to pay the notes in full.

In the case at bar, the solidary liability of private

respondent Fermin Canlas is made clearer and certain,
without reason for ambiguity, by the presence of the
phrase "joint and several" as describing the
unconditional promise to pay to the order of Republic
Planters Bank. A joint and several note is one in which
the makers bind themselves both jointly and individually
to the payee so that all may be sued together for its
enforcement, or the creditor may select one or more as
the object of the suit.

 By making a joint and several promise to pay to the order

of Republic Planters Bank, private respondent Fermin
Canlas assumed the solidary liability of a debtor and the
payee may choose to enforce the notes against him
alone or jointly with Yamaguchi and Pinch Manufacturing
Corporation as solidary debtors.

Sec. 18
Liability of person signing in trade or assumed name.
- No person is liable on the instrument whose
signature does not appear thereon, except as herein
otherwise expressly provided. But one who signs in a
trade or assumed name will be liable to the same
extent as if he had signed in his own name.

 General Rule: A person whose signature does not appear on

the instrument is not liable.
Exceptions:
1. where a duly authorized agent signs for a person, that
person is liable
2. where a person sought to be charge forges the signature of
another person, the forger is liable even if his signature does
not appear thereon;
3. where a person sought to be charged signs on a paper
separate from the instrument itself, as an allonge
4. where a person signs in a trade or assumed name

trade or assumed name

e.g. - signed in the business name by the proprietor of the
business; company was an assumed name used by the
payee
Rule: He is liable as if he signed in his own name.

Sec. 19
Signature by agent; authority; how shown. - The
signature of any party may be made by a duly
authorized agent. No particular form of appointment
is necessary for this purpose; and the authority of
the agent may be established as in other cases of
agency.

 If the agent did not have authority, he cannot

bind the principal and his transaction will
become unenforceable unless the principal
ratifies it.

Sec. 20
Liability of person signing as agent, and so forth. - Where
the instrument contains or a person adds to his signature
words indicating that he signs for or on behalf of a principal
or in a representative capacity, he is not liable on the
instrument if he was duly authorized; but the mere addition
of words describing him as an agent, or as filling a
representative character, without disclosing his principal,
does not exempt him from personal liability.

In order to escape liability on the

instrument, an agent must:
1. be duly authorized
2. adds words to his signature indicating that he
signs as an agent, that is, for or on behalf of a
principal, or in a representative capacity; and
3. disclose his principal

Sec. 21
Signature by procuration; effect of. - A signature by
"procuration" operates as notice that the agent has but a
limited authority to sign, and the principal is bound only in
case the agent in so signing acted within the actual limits of
his authority.

Insular Drug vs. PNB, 58 Phil. 684

Foerster was a collector for Insular Drugs.
Upon collection of checks for payment to the
company, he deposited the checks in his own
personal account. This came to the knowledge of the
company and upon investigation, the salesman
committed suicide thereafter. Insular Drugs filed an
action against the bank, to credit to its account the
amount Foerster and his wife took from them. The
indorsements took various forms.

The right of an agent to indorse commercial paper is a very

responsible power and will not be lightly inferred. A
salesman with authority to collect money belonging to his
principal does not have the implied authority to indorse
checks received in payment. Any person taking checks
made payable to a corporation, which can act only by agent
does so at his peril, and must same by the consequences if
the agent who indorses the same is without authority.

When a bank accepts the indorsements on checks

made out to the company and the indorsements of the
salesmans wife and clerk, and credits to the personal
account of the salesman and his wife, authorizing them to
make withdrawals, the bank makes itself responsible to
the drug company for the amounts represented by the
checks, unless it is pleaded and proved that after the
money was withdrawn from the bank, it passed to the drug
company which thus suffered no loss.

Sec. 22
Sec. 22. Effect of indorsement by infant or corporation.- The
indorsement or assignment of the instrument by a
corporation or by an infant passes the property therein,
notwithstanding that from want of capacity, the corporation
or infant may incur no liability thereon.

 MINOR - cannot give consent to contracts and

a contract entered to him is voidable
ULTRA VIRES ACT OF DIRECTORS AND
OFFICERS - Rule: Directors and officers
cannot perform acts beyond the scope of their
authority

 If a minor or corporation indorses an

instrument, the indorsee acquires title thereto
and can enforce it against the maker or
acceptor or other parties prior to the minor.
Such prior parties cannot escape liability by
setting up the defense of the incapacity of the
indorser.