NEGOTIABLE INSTRUMENTS

PRELIMINARY CONSIDERATIONS
1. FEATURES:
a. NEGOTIABILITY- allows negotiable instruments to be
transferred from one person to another so as to constitute the
transferee a holder. It is treated as a substitute of money.
Freedom of negotiability protects the holder in due course. A
holder in due course is free from all personal defenses.
b. ACCUMULATION OF SECONDARY CONTRACTS- Secondary
contracts are accumulated because the indorsers become
secondary liable to any holder. There is therefore a greater
security because whoever takes the instrument has greater
chances of recovery because more people are liable under the
instrument.
2. KINDS OF NEGOTIABLE INSTRUMENT
a. Bill of Exchange- An unconditional order in writing
addressed by one person to another, signed by the person giving
it, requiring the person to whom it is addressed to pay on
demand or on a fixed or determinable future time a sum certain
in money to order or bearer.
b. Promissory Note- An unconditional promise made by one
person to another, signed by the maker, engaging to pay on
demand or at fixed determinable future time, a sum certain in
money to order or to bearer. Where a note is drawn to the
makers own order, it is not complete until indorsed by him.
3. PARTIES
a. Promissory Note- (1) Maker- One who promises to pay; (2)
Payee- The person who will receive payment.
b. Bill of exchange- (1) Drawer- Draws the bill and orders the
drawee to pay the payee; (2) Drawee- One who pays the
instrument. A drawee is not a party until he accepts the
instrument; (3) Payee- one who receives payment.
c. Parties after issuance- (1) Indorsers- one who negotiates
the instrument by indorsement completed by delivery; (2)
Holder- payee or indorsee of a bill or note who is in possession of
it or the bearer thereof; (3) Bearer- the person in possession of a
bill or note which is payable to bearer.
3. STAGES OF NEGOTIABLE INSTRUMENT
(1) Preparation- Signing and completion of the requisites set
forth in Section 1.
(2) Issuance- First delivery of the instrument to the payee.
(3) Negotiation- Transfer from one person to another as to
constitute a transferee a holder.

(4) Presentment- Bill of Exchange shall be presented to dawee

so that the latter will sign it to signify his agreement to the order
of the bearer
(5) Acceptance- written assent of the drawer to the order.
(6) Dishonor by non-acceptance- refusal to accept by the
drawee.
(7) Presentment for payment- instrument is shown to the
maker
or
drawee
or
acceptor
so
that
the
said
maker/drawee/acceptor will pay.
(8) Dishonor by non-payment- refusal to pay by the
maker/drawee.
(9) Notice of dishonor- notice to the persons secondary liable
that the maker/drawee./acceptor refused to pay or to accept the
instrument.
(10) Protest
(11) Discharge
NEGOTIABILITY
Sec 1. Form of negotiable instruments- An instrument to be
negotiable must conform to the ff requisites:
(1)
It must be writing and signed by the maker or the
drawer.
(2)
Must contain an unconditional promise or order to
pay a sum certain in money.
(3)
Must be payable on demand or at a fixed or
determinable future time.
(4)
Must be payable to order or bearer
(5)
Where the instrument is addressed to the drawee,
he must be name or otherwise stated therein with
reasonable certainty.
1. HOW TO DETERMINE NEGOTIABILITY:
-All the requirements stated in Section 1 must be present in the
instrument.
- The duty of the court is to ascertain the meaning of the word
used by the parties.
a. FACTORS DETERMINING NEGOTIABILITY:
(a.1) Whole of the instrument
(a.2) Only what appears on the face of the instrument.
(a.3) Provision of NIL especially Section 1.
b. ACCEPTANCE NOT A REQUISITE
-Acceptance of a bill of exchange is not important in
determination of its negotiability. As long as the commercial

paper conforms with the definition of a negotiable instrument,

that is considered as negotiable. The nature of acceptance is
important only in the determination of kind of liabilities of the
parties involved (Philippine Bank of Commerce v Aruego).
c. INDORSERS- GR: the presence or lack thereof of indorsers
does not affect negotiability. XPN: A promissory note payable to
the order of the maker is not yet complete unless it is indorsed
by the maker.
2. EFFECT OF ESTOPPEL
- If the instrument does not contain all the requisites of a
negotiable instrument can the instrument still be
considered negotiable as between the parties on the basis
of estoppel? NO. The negotiability of the instrument is
determined by law and the parties cannot change what is
provided by the law.
3. REQUISITES OF NEGOTIABILITY
3.1. IT MUST BE IN WRITING SIGNED BY THE MAKER
OR DRAWER
- Requiring the promise to be on paper provided tangible
property. Thereby making it possible to satisfy the demand
that transfer of rights be effectuated by physical delivery of
some thing.
a. Materials- The writings may be printed, in ink or in
pencil and it may be written in any material that may
substitute paper.
b. Type of Signature- May be in ones handwriting,
printed, engraved, lithographed or photographed as
long as they are adopted as the signature of the signer.
-Signature- any symbol adopted by party with present
intention to authenticate a writing.
-The signature may be established by the person who
witnessed the signing or familiar with the signature.
-It is not necessary that the signature is the usual
signature of the maker. It is enough that there is
an intent to authenticate the instrument.
-It is not necessary in a negotiable instrument
that the signature of the maker or drawer should
appear at the end. There only should be the
purpose of authenticating the instrument and
that is enough to bind him.
3.02. IT MUST CONTAIN AN UNCONDITIONAL
PROMISE OR
ORDER TO PAY A SUM CERTAIN IN MONEY.

a. PROMISE OR ORDER TO PAY

-The promise on a promissory note is the undertaking
made by the maker to a pay a sum certain in money to
the payee or holder.
-The order in a bill of exchange is a command made by
the drawer addressed to the drawee ordering the latter
to pay a sum certain in money too payee or the holder.
(1) EQUIVALENT WORDS
-The word promise or order need not to appear in the
instrument. Equivalent words may be used. However, mere
acknowledgement of a debt is insufficient. The
acknowledgement must be accompanied with words that
may imply a promise of payment (i.e payable) (Jimenez v
Dr. Bucoy)
(2) RECEIPTS- The requirement that an unconditional
order or promise should be present is not complied with if
the document is a mere receipt.
- A withdrawal slip and cash voucher evidencing payment
is not negotiable.
(3) COSIDERATION OF ENTIRE INSTRUMENT
- The tenor of the instrument and the presence of other
words of negotiability may be sufficient indication of
promise or other.
b. PROMISE
OR
ORDER
UNCONDITIONAL

TO

PAY

MUST

BE

(1)CONDITIONS UNDER THE NCC

-ARTICLES 1173 AND 1181 provides that a condition is a
future and uncertain event or a past event unknown to the
parties, the happening (positive) or non happening
(negative) of which may either gives rise to an obligation
or extinguish existing ones.
-The negotiability is destroyed if the same is present
(2)SECTION 3, NIL. When promise is unconditionalAn unqualified order or promise to pay is
unconditional with the meaning of this Act
coupled with:
(a) An indication of a particular fund out of which
reimbursement is to be made or a particular
account to be debited with the amount or;
(b) A statement of the transaction which gives
rise to the instrument. But an order or

promise to pay out of a particular fund is not

unconditional.
(3)REFERENCE TO TRANSACTION:
-The instrument must only give information that it was
issued in connection with a particular fund. It must not
make the order or promise dependent or burdened by
the other transaction. (i.e. as per contract., in
pursuant to)
(4)SUBJECT TO TRANSACTION
-If the instrument is restricted by the terms and
conditions of another transaction, contract or
agreement, by incorporating the agreement or a portion
thereof as part of the other, the said instrument is nonnegotiable.
-A note that is subject to the provision of another
contract or document is not negotiable.
-Negotiability of the contract is destroyed the moment
the holder is required to go beyond the instrument by
requiring him to check the terms an conditions of
another contract.
(5)ACCOUNT TO BE DEBITED AS A SOURCE OF
PAYMENT
-The negotiability of the instrument is affected if what is
specified is the account or fund out of which payment is to
be made.
Ex. Pay to the order of Juan De La Cruz 10k out of my
account with you. This is negotiable because the payment
is subject to the condition that if the account contains less
than 10k, there will be no payment.
-If the instrument specifies the account from which the
payment is to be debited, the instrument is still negotiable.
Ex. Pay to the order of A 10k and debit the same
from my account. This is unconditional because there is an
absolute obligation to pay 10k. The specified account is
only the source of reimbursement after payment.
(2)PAYABLE IN SUM CERTAIN IN MONEY
a) MONEY- Whatever is lawfully and current in buying and
selling of the value and as the equivalent of coin.
b) OPTION OF HOLDER.
Section 5. Additional provisions not affecting
negotiability-An instrument which contains an order
or promise to do any act in addition to the payment

of money is not negotiable. But the negotiable

character
of
the
instrument
otherwise
not
negotiable is not affected by provision which:
(d)
Gives the holder an election to require
something to be done in lieu of payment of
money.
-There is an option of the holder to accept money or
receive something in lieu of money.
(c) SUM CERTAIN IN MONEY
-A sum is certain if the amount to be unconditionally paid
by the maker or drawee can be determined on the face of
the instrument.
-The certainty of the sum is not affected if the exact
amount
can
be
determined
after
mathematical
computation.
-SECTION 2. WHAT CONSTITUTES CERTAINTY AS TO
SUM- The sum payable is a sum certain within the
meaning of this act, although it is to be paid(a) With interest;
(b) By stated installments;
(c) By stated installment, with the provision upon
default in payment of any installment or of interest
the whole shall become due.
(d) With exchange, whether at a fixed rate or
current rate
(e) With cost of collection or an attorneys fee, in
case payment shall not be made at maturity.
-In this provision the principal amount is not affected. The
price is still certain although certain amounts may be
added.
(i) INTEREST- There should be stipulation or if no
specidied interest but there is a stipulation to pay the
same, the interest due is 6%.
(ii) INSTALLMENT PAYMENTS- Dates of each
installment must be fixed or at least determinable as well
as the amount to be paid for each installment.
(iii) WITH EXCHANGE- Exchange is an incident to
bills for the transmission of money from place to place.
3.3. PAYABLE
ON
DEMAND
OR
AT
A
FIXED
DETERMINABLE FUTURE TIME
-Certainty of the maturity date is required because of
the effect in commercial transactions.
a. PAYABLE IN DEMAND

-When the instrument is payable on demand, the

persons liable may be required to pay at any time the
holder may so request.
-SECTION 7. When payable on demand- An
instrument is payable on demand:
(a) When it is so expressed to be payable on
demand, or at sight or at presentation
(b) In which no time for payment is exressed.
Where an instrument is issued,
accepted or indorsed when overdue, it is, as
regards to the person so issuing, accepting or
indorsing it, payable on demand.
b. PAYABLE AT DETERMINABLE FUTURE- It is such if
even no date
is fixed, the date of maturity is
determinable.
-SECTION 4. DETERMINABLE FUTURE TIME; WHAT
CONSTITUTES- An instrument is payable at a
determinable future time, within the meaning of
this Act which is expressed to be payable:
(a) A fixed period after date or sight
(b) On or before a fixed or determinable future
time.
(c) On or at a fixed period after the occurrence of
a specified event which is certain to happen,
though the time of happening may be uncertain.
An instrument payable upon a contingency is
not negotiable, and the happening of the event
does not cure the defect.
(1)ACCELARATION CLAUSES.
-The certainty of the amount is not affected if it is paid
by stated installments with a provision that, upon
default of payment of any installment the whole shall
become due.
(2)INSECURITY CLAUSES.
-This clause makes the instrument non-negotiable
because it allow a holder to accelerate payment if he
feels that there is a danger that the maker will not be
able to pay on the due date of the instrument.
(3) EXTENSION CLAUSE
-Clauses that extend maturity dates.
3.4. PAYABLE TO ORDER OR BEARER.

-It is a requisite because if the instrument doesnt state the

same, there is no expression of consent that the instrument
may be transferred by negotiation. The must be words of
negotiation.
(a)
BEARER INSTRUMENTS
- SECTION 9. WHEN PAYABLE TO BEARER- The
instrument is payable to bearer
(a) When it is expressed to be so payable
(b) When it is payable to person named therein or
bearer
(c)When it is payable to the order of a fictitious or
non-existing person, and such fact was known to
the person making it so payable.
(d) When the name of the payee does not purport
to be the name of any person
(e) When the only or last indorsement is in blank.
(1)FICTITOUS PAYEE RULE
-The person to whose order the instrument is made
payable may in fact be existing but he is still fictitious
or non existing under 9c if the person making it so
payable does not intent to pay the specified person.
-The drawee bank is absolved from the liability and the
drawer bears the loss. The reason for such is that the
maker must have intended that the instrument be
negotiated by mere delivery.
(2)BURDEN OF PROFF UNDER THE FICTITIOUS PAYEE
RULE
-The burden of proving that the instrument is payable
to a fictitious payee rest on the person making the
allegation. There must be roof to the requisite condition
of a fictitious payee- that the maker of the check
intended for the payee to have no interest I the
transaction.
(3)BAD FAIH EXCEPTION TO FICTITIOUS PAYEE RULE
-A showing of commercial bad faith of the drawee bank
or any transferee of the check for that matter will work
to strip it of this defense. This will cause the drawee
bank to bear the loss. Commercial bad faith happens
when the transferee acts dishonestly and is a party to
the fraudulent scheme.
-The drawee bank shall have the responsibility to
investigate.

-The fictitious payee rule has been used to counteract

the effect of forged indorsements on the right of the
holder to enforce payment against the drawer or the
maker. The reasoning is that the act of the agent is the
act of the principal. (in cases wherein an employee of
the bank has intended to embezzle funds by applying
fictitious person to the transaction).
(4)ONLY OR LAST INDORSMENT IN BLANK
-Applicable to order instruments, that is instruments that
are payable to order from the time of issuance. An order
instrument may be negotiated by delivering a duly
indorsed instrument to the transferee. It is a special
indorsment or a blank indorsment. This blank indorsment
effectively converts the order instrument to a bearer
instrument and may be negotiated by mere delivery.
(b)
ORDER INSTRUMENTS
-Two ways to make order instruments: (1) Payable to order
of specified persons; (2) To a specified person or his order.
-Section 8 requires the presence of words of negotiability.
-SECTION 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. It may be drawn payable to the order
of:
(a) A payee who is not maker, drawer or drawee.
(b) The drawer or maker
(c) The drawee
(d) Two or more payees jointly
(e) One or some of several payees
(f) The holder of an office at the time being
When the instrument is payable to order, the
payee must be named or otherwise named therein
with reasonable certainty.
(c)PAYABLE TO THE ORDER OF BEARER
-1st view: One that is payable to the order of a specified
person or payable to a specified person or his order. The
view is that there must be always a specified person
named in the instrument and the instrument must always
be paid to the person designated in the instrument or to
any person to whom he has indorsed and delivered the
same.
-2nd view: An instrument that is payable to the order of
the bearer is still considered as an bearer instrument

whenever the same intent is apparent on the face of the

instrument.
(1)PAYYABLE TO THE ORDER OF BEARER NOT ORDER
INSTRUMENT IN ALL CASES
-The intention of the maker or drawer should be determined
in all cases.
- The word bearer means the person in possession of a bill or
note; and when therefore a note payable to a payee
designated as bearer is issued to a person it is in truth
delivered to a person in being who is ascertained at the time
of issue
-Any word which will describe the payee with certainty may
be used, and the word bearer is one of those, the maker
may use the same for the purpose of describing the payee to
whose order of the instrument is payable.
3.05 IDENTIFICATION OF THE DRAWEE
-Applies only to bills.
-The person who will take the bill must know the person who will
be primarily responsible under the instrument.
(a) TWO OR MORE DRAWEES
-A bill may be address to two or more drawees jointly,
whether partners or not but not two or more drawees in
alternative or in succession.
(b) OPTION TO TREAT AS PN
-Where in a bill the drawer and drawee are of the same
person or payable in order of a fictitious person or a person
not having the capacity to contract, the holder may treat it as
either a Bill of Exchange or PN.
(c)CASHIERs CHECK
-The drawee may be sometimes the drawer himself. In such
cases, the instrument is in effect a PN executed by the
drawer.
(4) OMMISSIONS AND PROVISIONS THAT DO NOT AFFECT
NEGOTIABILITY
-SECTION 6. Omissions; Seal; Particular money;- The
validity and negotiable character of an instrument are not
affected by the fact that:
(a) It is not dated

(b)Does not specify the value given, or that any value had
been given thereof
(c) Does not specify the place where it is drawn or the
place where it is payable
(d) Bears a seal
(e) Designates a particular kind of current money in
which payment is to be made
But nothing in this section shall alter or repeal any
statute requiring in certain cases the nature of the
consideration to be stated in the instrument.
(a) UNDATED INSTRUMENT
Section 13. When date may be inserted- Where an
instrument expressed to be payable a affixed period
after date is issued undated or where the acceptance
of an instrument payable at a fixed period or after
sight is undated, any holder may insert therein the
true date or issue of acceptance, and the instrument
shall be so payable accordingly. The insertion of a
wrong date does not avoid the instrument in the hands
of a subsequent holder in due course; but as to him,
the date so inserted is to be regarded as the true date.
-Absence of the year of maturity affects the negotiability. The
evident intent is to make the instrument payable on a fixed
date but the year was omitted. Hence, the time of payment is
not determinable.
(4.02) ADDITIONAL PROVISIONS
-Section
5.
Additional
provisions
not
affecting
negotiability-An instrument which contains an order or
promise to do any act in addition to the payment of
money is not negotiable. But the negotiable character of
the instrument otherwise not negotiable is not affected
by provision which:
(a) Authorizes the sale of a collateral securities in the
case the instrument cannot be paid at maturity
(b) Authorizes a confession of judgment if the instrument
be not paid at maturity
(c) Waives the benefit of any law intended for the
advantage or protection of the obligor.
(d)Gives the holder an election to require something to
be done in lieu of payment of money.
But nothing in this section shall validate any
provision or stipulation or otherwise illegal.

(a)
-

COLLATERAL
The instrument is still negotiable even if it states that it is
secured by a collateral (chattel mortgage etc) as long as
the instrument must not be subject to the provision of the
separate contract,
(b) CONFESSION OF JUDGMENT
-This stipulation takes form of a warrant of attorney to confess
judgment.
-It should be differentiated from valid confessions that are
made after the case is filed against debtor.
-Two types: (1) COGNOVIT ACTIONEM: written confession of
the defendant acknowledging his indebtness to the plaintiff
after the action has been filed against him; (2) RELICTA
VERIFICATIONEM: Confession of judgment by the withdrawal
of the defense.
INTERPRETATION OF INSTRUMENTS
(1)ADOPTED STATUTES; its effects
- NIL is virtually copied from the Uniform Negotiable
Instruments Law of the US.
- Interpretation of the courts of the US
- If there is no provision in the NIL or Code of Commerce, the
provisions of UNIL or the Bill of Exchange Act may be used.
- Opinions and comments of the authors of UNIL or Bill of
Exchange Act.
(2)EFFECT OF THE REPEAL OF THE CODE OF COMMERCE
-The provision of the COC can still be applied in negotiable
instruments (Articles 548-558).
(3)RULES THAT APPLY IN CASE OF AMBIGUITY
-Section 17. Construction where the instrument is
ambigious- Where the language of the instrument is
ambigious or there are omissions therein the ff rule of
construction should apply:
(a) Where the sum payable is expressed in words and in
figures and there is a discrepancy between the two, the
sum denoted by 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 the
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
considered dated as of the time it was issued.

be

(d) Where there is a conflict between the written and

printed provisions of the instrument, the written
provision prevail
-The rule is consistent with the presumption that when a person
writes something on a document that already contains printed
words, the written words or figures represent the real intent of
the person who is writing.
-However, the rule does not cover marginal notes.
(e) Where the instrument is so ambiguous tha there is a
doubt whether it is a bill or a ne, the holder may treat it
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 deemed to be 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.
-Their liability may either be joint or joint and several.
-JOINT OBLIGATION- Two or more debtors are bound to pay
only their proportionate share in the obligation which is
presumed to be equal to his co-debtor.
-JOINT AND SEVERAL OBLIGATION- Two or more persons are
bound and can be made to comply with the entire obligation. The
presumption of liability is joint. There is solidary obligation if: (1)
The obligation so express; (3) Nature of obligation requires
solidarity.
(4)OTHER RULES
-EBC V CA: If there is ambiguity, the ambiguity should be
construed against the person who caused the ambiguity.
TRANSFER AND NEGOTIATION
(1)MODES OF TRANSFER
-NEGOTIATION- Transfer of the instrument from one person
to another so as to constitute the transferee as a holder

thereof. The said holder may be a holder in due course who is

free from personal defenses.
(1.1) NON-NEGOTIABLE INSTRUMENTS:
-If the instrument is non-negotiable it can still be transferred
through assignment. The transferee is an assignee who
merely steps in the shoes of the transferor. The assignee may
not be a holder in due course and thus he is subject to
defenses of prior parties.
(1.2) NEGOTIABLE INSTRUMENT
-If the instrument is negotiable, voluntary transfer thereof can
be effected either through negotiation or through assignment.
-If the instrument is merely assign, the transferee doesnt
become a holder In due course and he merely steps into the
shoes of the transferor. And thus he will be subject to all
defenses available against the latter.
-The distinction between negotiation and assignment of
negotiable instrument is immaterial to the holder where there
is no available defense between the parties.
-There may be also warranties if the transfer is assignment.
Assignment is in the nature of the sale and the assignor is
bound by certain warranties in favor of the assignee.
(a)
OTHER MODE OF TRANSFERS
-Transfer of law (through intestate succession)
(1.3) DISTINCTIONS
BETWEEN
ASSIGNMENT
AND
NEGOTIATION
NEGOTIATION
ASSIGNEMENT
1. As to applicable law: Civil Code of the Philippines
Negotiable Instruments law
2. As t type if transaction/ Contract
in
general
or
instrument:Negotiable
assignable rights
instruments only.
3. As to the nature of The transferee is a mere
transferee: The transferee is assignee.
a holder who may be a holder
in due course.
4.As
the
possibility
of The transferee can never be a
becoming a holder in due holder in due course.
course: The transferee can be
a holder in due course in
proper cases.
5. As to the rights acquired: The Transferee cannot acquire
The transferee-holder may more
rights
than
the

acquire more rights than the

transferor if he is a holder in
due course.
6. As to availability of
personal
defenses:
The
transferee-holder may be free
from personal defenses if he
is a holder in due course

transferor because he merely

steps into the shoes of the
transferor.
The transferee is always
subject to personal defenses

(2)HOW NEGOTIATION TAKES PLACE

(2.01) ISSUANCE
-Section 191 of the NIL defines issue as the first delivery of the
instrument complete in form to a person who takes it as holder.
-Issuance to the payee is negotiation because the transfer
constitutes the payee the holder in due course.
(a) DELIVERY ESSENTIAL
-It can be inferred from the definition of the word issue that
delivery is the final act essential to the consummation of the
instrument as an obligation. Without delivery, the instrument
cannot be deemed to have been issued.
-DELIVERY- transfer of possession of the instrument by the
maker or drawer with the intention to transfer title to the aye and
to recognize him as holder thereof.
-Section 16- The delivery in order to be effectual must be made
either by or under the authority of the party making, drawing,
accepting or indorsing.
(2.02) SUNSEQUENT NEGOTIATION
SECTION 30. WHAT CONSTITUTES NEGOTIATION- An
instrument is negotiated when it is transferred from one
person to another in such manner as to constitute the
transferee the holder thereof. If payable to bearer, it is
negotiated by delivery; if payable to order, it is
negotiated by the indorsement of the holder completed
by delivery.
-A negotiation that is payable to bearer may be negotiated by
mere delivery. No further act other than delivery in order to
negotiate the instrument and to make the transferee a holder.
-On the other hand, an order instrument may be negotiated by
endorsement completed by delivery. Without indorsement
negotiation is incomplete and the transferee does not become
holder.

(a) DELIVERY ESSENTIAL

-Delivery must be intended to give effect to the transfer of
the instrument.
-SECTION 16 of the NIL Provides that as between
immediate parties and as regards a remote party other
than a holder in due course, the delivery, in order to be
effectual must be made either by or under the
authority of the party making, drawing, accepting, or
indorsing, as the case may be; and, in such case, the
delivery may be shown to have been conditional, or for
a special purpose only, and not for the purpose of
transferring the property in the instrument. it is
likewise provided that where the instrument is no
longer in the possession of a party whose signature
appears thereon, a valid and intentional delivery by
him is presumed until the contrary is proved.
-Once there is delivery, the person to whom the instrument is
delivered gets the title to the instrument completely and
irrevocably.