[05] BANK OF AMERICA NT & SA v PHILIPPINE RAING CLUB, INC (PRCI) PRECEDENTS:
GR No. 150228 | July 30, 2009
Ponente, Leonardo-‐‑De Castro, J. FACTS: Rhoda P. Reventar • PRCI is a domestic corporation and maintains several accounts. Among the accounts maintained was a Current Account with Bank of America (Paseo de PETITONERS/PROSECUTORS: BANK OF AMERICA NT & SA Roxas Branch). RESPONDENTS/DEFENDANTS: PHILIPPINE RAING CLUB, INC (PRCI) • Authorized signatories are President Antonia Reyes and Vice-‐‑President Gregorio Reyes TOPIC: • Around the 2nd week of December 1988, the Pres. and VP went out of the country • Execution in blank, with delivery and left pre-‐‑signed checks with the intention of insuring the continuity of the corporation’s operations. The internal arrangement was, in the event there was CASE SUMMARY: RESP PRCI had two signatories for their current account with PET need to make use of the checks, the accountant would prepare the corresponding Bank od America. Both went to the USA for a business trip and left pre-‐‑signed checks voucher and thereafter complete the entries on the pre-‐‑signed checks. in order not to disrupt their business operations. Two checks were encashed despite • On Dec. 16, 1988, a John Doe presented to the bank for encashment. Two checks having infirmities and irregulaties. The space where the name of the payee should be with 110,000php each (PRCI admitted that these 2 were among the pre-‐‑signed indicated, 2 typewritten entries were made. On the upper line, CASH and on the lower checks). line, ONE HUNDRED TEN THOUSAND PESOS ONLY. It was later found out that it o 2 checks had similar entries with similar infirmities and irregularities was RESP’s clerk who completed the check without authority. The clerk was o Space where the name of the payee should be indicated (Pay To the Order subsequently charged with qualified theft. RESP field an action against the bank in Of), 2-‐‑line typewritten entries were made: order to recover the amount drawn. RTC and CA ruled in favor of the RESP. Affirmed § Upper Line: CASH with modification by the SC. Bank is 60% liable while RESP should bear the 40%. § Lower Line: ONE HUNDRED TEN THOUSAND PESOS ONLY • The checks were encashed despite the highly irregular entries on the face of the DOCTRINE: checks without as much as verifying and/or confirming the legitimacy of the Although not in the strict sense “material alterations,” the misplacement of the check. typewritten entries for the payee and the amount on the same blank and the • PRCI conducted an investigation and found out that its accounting clerk, Clarita repetition of the amount using a check writer were glaringly obvious irregularities Mesina, completed the check without authority. She was subsequently charged on the face of the check. for qualified theft. • PRCI demands for the bank to pay the amounts drawn. RTC and CA ruled in TERMS: (technical/legal terms) favor of PRCI. • Material alteration (§125, NIL) – one which changes the date, the sum payable, the time or place of payment, the number or relations of the parties, the currency ISSUES and RULING: (Doctrine in bold letters) in which payment is to be made or one which adds a place of payment where no • Whether the proximate case of the wrongful encashment of the checks was due place of payment is specified, or any other change or addition which alters the to the bank’s failure to make a verification or PRCI’s practice of pre-‐‑signing effect of the instrument in ay respect blank checks and leaving it with its employees? – BOTH are liable, Bank for • Last clear chance (Westmont Bank v. Ong) -‐‑ the one who had a last clear 60% of the amount and PRCI for 40%. opportunity to avoid the impending harm but failed to do so is chargeable with o There is no dispute that the signature on the checks were genuine signatures the consequences thereof. of the authorized signatories. It is likewise admitted that neither the of the checks contains any material alteration or erasure. o However, on the blank space of each check reserved for the payee, the and a highly risky means of purportedly ensuring the efficient operation of following typewritten word appear: ONE HUNDRED TEN THOUSAND businesses. PESOS ONLY. Above the same is the typrewritten word, CASH. o Nevertheless, even if we assume that both parties were guilty of negligent acts o On the blank reserved for the amount, the same amount of One Hundred Ten that led to the loss, petitioner will still emerge as the party foremost liable in Thousand Pesos was indicated with the use of a check writer. this case. In instances where both parties are at fault, this Court has o The presence of these irregularities in each check should have alerted the consistently applied the doctrine of last clear chance in order to assign petitioner to be cautious before proceeding to encash them which it did not liability. do. o In the case at bar, petitioner cannot evade responsibility for the loss by § It is well-‐‑settled that banks are engaged in a business impressed with attributing negligence on the part of respondent because, even if we concur public interest, and it is their duty to protect in return their many that the latter was indeed negligent in pre-‐‑signing blank checks, the former clients and depositors who transact business with them. They have the had the last clear chance to avoid the loss. obligation to treat their client’s account meticulously and with the o Petitioner’s negligence has been undoubtedly established and, thus, pursuant highest degree of care, considering the fiduciary nature of their to Art. 1170 of the NCC, it must suffer the consequence of said negligence. relationship. The diligence required of banks, therefore, is more than o In the interest of fairness, however, we believe it is proper to consider that of a good father of a family. respondent’s own negligence to mitigate petitioner’s liability. o Although not in the strict sense “material alterations,” the misplacement of o As the employer of the “thief,” respondent supposedly had control and the typewritten entries for the payee and the amount on the same blank and supervi sion over its own employee. This gives the Court more reason to the repetition of the amount using a check writer were glaringly obvious allocate part of the loss to respondent. irregularities on the face of the check. o Clearly, someone made a mistake in filling up the checks and the repetition of • WON there was delivery? NO the entries was possibly an attempt to rectify the mistake. Also, if the check o PET: following American jurisprudence, the gross negligence of respondent’s had been filled up by the person who customarily accomplishes the checks of accountant in safekeeping the subject checks which resulted in their theft respondent, it should have occurred to petitioner’s employees that it would should be treated as a voluntary delivery by the maker who is estopped from be unlikely such mistakes would be made. claiming non-‐‑delivery of the instrument. o All these circumstances should have alerted the bank to the possibility that o SC: Petitioner’s contention would have been correct if the subject checks were the holder or the person who is attempting to encash the checks did not have correctly and properly filled out by the thief and presented to the bank in good proper title to the checks or did not have authority to fill up and encash the order. same. o In that instance, there would be nothing to give notice to the bank of any o As noted by the CA, petitioner could have made a simple phone call to its infirmity in the title of the holder of the checks and it could validly presume client to clarify the irregularities and the loss to respondent due to the that there was proper delivery to the holder. The bank could not be faulted if encashment of the stolen checks would have been prevented. it encashed the checks under those circumstances. o In the case at bar, extraordinary diligence demands that petitioner should o However, the undisputed facts plainly show that there were circumstances have ascertained from respondent the authenticity of the subject checks or the that should have alerted the bank to the likelihood that the checks were not accuracy of the entries therein not only because of the presence of highly properly delivered to the person who encashed the same. irregular entries on the face of the checks but also of the decidedly unusual circumstances surrounding their encashment. DISPOSITIVE: WHEREFORE, the Decision of the Court of Appeals dated July 16, o However, we do agree with petitioner that respondent’s officers’ practice of 2001 and its Resolution dated September 28, 2001 are AFFIRMED with the following pre-‐‑signing of blank checks should be deemed seriously negligent behavior MODIFICATIONS: (a) petitioner Bank of America NT & SA shall pay to respondent Philippine Racing Club sixty percent (60%) of the sum of Two Hundred Twenty 4) In case of a clearly unfounded civil action or proceeding against the Thousand Pesos (P220,000.00) with legal interest as awarded by the trial court and plaintiff; (b) the awards of attorney’s fees and litigation expenses in favor of respondent are 5) Where the defendant acted in gross and evident bad faith in refusing to satisfy the plaintiff'ʹs plainly valid, just and demandable claim; deleted. 6) In actions for legal support;
7) In actions for the recovery of wages of household helpers, laborers and PROVISIONS: skilled workers; 8) In actions for indemnity under workmen'ʹs compensation and employer'ʹs • NIL: §126. Bill of exchange, defined. -‐‑ A bill of exchange is an unconditional order liability laws; in writing addressed by one person to another, signed by the person giving it, 9) In a separate civil action to recover civil liability arising from a crime; requiring the person to whom it is addressed to pay on demand or at a fixed or 10) When at least double judicial costs are awarded; determinable future time a sum certain in money to order or to bearer. 11) In any other case where the court deems it just and equitable that • NIL: §185. Check, defined. -‐‑ A check is a bill of exchange drawn on a bank payable attorney'ʹs fees and expenses of litigation should be recovered. on demand. Except as herein otherwise provided, the provisions of this Act applicable to a bill of exchange payable on demand apply to a check. • NIL: §125. What constitutes a material alteration. -‐‑ Any alteration which 1) The date; 2) The sum payable, either for principal or interest; 3) The time or place of payment; 4) The number or the relations of the parties; 5) The medium or currency in which payment is to be made; 6) Or which adds a place of payment where no place of payment is specified, or any other change or addition which alters the effect of the instrument in any respect, is a material alteration. • NIL, Sec. 15. Incomplete instrument not delivered. -‐‑ Where an incomplete instrument has not been delivered, it will not, if completed and negotiated without authority, be a valid contract in the hands of any holder, as against any person whose signature was placed thereon before delivery. • NCC, Art 1170. Those who in the performance of their obligations are guilty of fraud, negligence, or delay, and those who in any manner contravene the tenor thereof, are liable for damages. • NCC, Art 2179. Art. 2179. When the plaintiff'ʹs own negligence was the immediate and proximate cause of his injury, he cannot recover damages. But if his negligence was only contributory, the immediate and proximate cause of the injury being the defendant'ʹs lack of due care, the plaintiff may recover damages, but the courts shall mitigate the damages to be awarded. (n) • NCC, Art 2208. Art. 2208. In the absence of stipulation, attorney'ʹs fees and expenses of litigation, other than judicial costs, cannot be recovered, except: 1) When exemplary damages are awarded; 2) When the defendant'ʹs act or omission has compelled the plaintiff to litigate with third persons or to incur expenses to protect his interest; 3) In criminal cases of malicious prosecution against the plaintiff;