[G.R. No. 80599. September 15, 1989.]ERNESTINA CRISOLOGO-JOSE, Petitioner, v. COURT OF APPEALS
and RICARDO S. SANTOS, JR. in his own behalf and as Vice-President for Sales of
Mover Enterprises, Inc., Respondents.
FACTS:
On April 30, 1980, Atty. Benares, the president of Mover
Enterprises, Inc., in accommodation of his clients, the spouses Jaime and
Clarita Ong, issued Check No. 093553 drawn against Traders Royal Bank, in the
amount of P45,000.00 payable to defendant Ernestina Crisologo-Jose. Since the
check was under the account of Mover Enterprises, Inc., the same was to be
signed by its president, Atty. Oscar Z. Benares, and the treasurer of the said
corporation. However, since at that time, the treasurer of Mover Enterprises
was not available, Atty. Benares prevailed upon the plaintiff, Ricardo S.
Santos, Jr., the vice-president, to sign the aforesaid check as an alternate
signatory.
The said check was issued to defendant Ernestina
Crisologo-Jose in consideration of the waiver or quitclaim by said defendant
over a certain property which the GSIS agreed to sell to the spouses Jaime and
Clarita Ong, with the understanding that upon approval by the GSIS of the
compromise agreement the check will be encashed accordingly. However, since the
compromise agreement was not approved within the expected period of time, the
aforesaid check was replaced by Atty. Benares with another Traders Royal Bank
in the same amount of P45,000.00, also payable to the defendant Jose. This
replacement check was also signed by Atty. Oscar Z. Benares and by the
plaintiff Ricardo S. Santos, Jr. When defendant deposited this replacement
check with her account at Family Savings Bank, Mayon Branch, it was dishonored
for insufficiency of funds. A subsequent redepositing of the said check was
likewise dishonored by the bank for the same reason. Hence, defendant through
counsel was constrained to file a criminal complaint for violation of Batas
Pambansa Blg. 22 with the Quezon City Fiscal’s Office against Atty. Oscar Z.
Benares and plaintiff Ricardo S. Santos, Jr.
The trial court dismissed the complaint but the case was
revived by the CA. Hence, the instant petition.
Ernestina contends that the CA erred in holding that private
respondent, one of the signatories of the check issued under the account of
Mover Enterprises, Inc., is an accommodation party under the Negotiable
Instruments Law and a debtor of petitioner to the extent of the amount of said
check. She avers that the accommodation party in this case is Mover
Enterprises, Inc. and not Santos who merely signed the check in question in a
representative capacity, that is, as vice-president of said corporation, hence
he is not liable thereon under the Negotiable Instruments Law.
ISSUE:
Whether or not Mover Enterprises, Inc., a corporation, may
be held liable on the accommodation of the instrument
RULING:
To be considered an accommodation party, a person must (1)
be a party to the instrument, signing as maker, drawer, acceptor, or indorser,
(2) not receive value therefor, and (3) sign for the purpose of lending his
name for the credit of some other person.
Based on the foregoing requisites, it is not a valid defense
that the accommodation party did not receive any valuable consideration when he
executed the instrument. From the standpoint of contract law, he differs from
the ordinary concept of a debtor therein in the sense that he has not received
any valuable consideration for the instrument he signs. Nevertheless, he is
liable to a holder for value as if the contract was not for accommodation, in
whatever capacity such accommodation party signed the instrument, whether
primarily or secondarily. Thus, it has been held that in lending his name to
the accommodated party, the accommodation party is in effect a surety for the
latter.
Assuming arguendo that Mover Enterprises, Inc. is the
accommodation party in this case, as petitioner suggests, the inevitable
question is whether or not it may be held liable on the accommodation
instrument, that is, the check issued in favor of herein petitioner.
The Court held in the negative.
The provision of the Negotiable Instruments Law which holds
an accommodation party liable on the instrument to a holder for value, although
such holder at the time of taking the instrument knew him to be only an
accommodation party, does not include nor apply to corporations which are
accommodation parties. This is because the issue or indorsement of negotiable
paper by a corporation without consideration and for the accommodation of
another is ultra vires. Hence, one who has taken the instrument with knowledge
of the accommodation nature thereof cannot recover against a corporation where
it is only an accommodation party. If the form of the instrument, or the nature
of the transaction, is such as to charge the indorsee with knowledge that the
issue or indorsement of the instrument by the corporation is for the
accommodation of another, he cannot recover against the corporation thereon.
By way of exception, an officer or agent of a corporation
shall have the power to execute or indorse a negotiable paper in the name of
the corporation for the accommodation of a third person only if specifically
authorized to do so. Corollarily, corporate officers, such as the president and
vice-president, have no power to execute for mere accommodation a negotiable
instrument of the corporation for their individual debts or transactions
arising from or in relation to matters in which the corporation has no
legitimate concern. Since such accommodation paper cannot thus be enforced
against the corporation, especially since it is not involved in any aspect of
the corporate business or operations, the inescapable conclusion in law and in
logic is that the signatories thereof shall be personally liable therefor, as
well as the consequences arising from their acts in connection therewith.
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