SUPREME COURT SECOND DIVISION

H-.%+ That the CTDs in Fuestion are negotia!le instruments. Se tion % ' t No. +7,%, otherwise known as the Negotia!le Instruments 1aw, enumerates the reFuisites for an instrument to !e ome negotia!le, vizA 3a4 It must !e in writing and signed !" the maker or drawerI 3!4 #ust ontain an un onditional promise or order to pa" a sum ertain in mone"I 3 4 #ust !e pa"a!le on demand, or at a fi8ed or determina!le future timeI 3d4 #ust !e pa"a!le to order or to !earerI and 3e4 Ghere the instrument is addressed to a drawee, he must !e named or otherwise indi ated therein with reasona!le ertaint". The a epted rule is that the negotia!ilit" or non( negotia!ilit" of an instrument is determined from the writing, that is, from the fa e of the instrument itself. 9 In the onstru tion of a !ill or note, the intention of the parties is to ontrol, if it an !e legall" as ertained. 10 Ghile the writing ma" !e read in the light of surrounding ir umstan es in order to more perfe tl" understand the intent and meaning of the parties, "et as the" have onstituted the writing to !e the onl" outward and visi!le e8pression of their meaning, no other words are to !e added to it or su!stituted in its stead. The dut" of the ourt in su h ase is to as ertain, not what the parties ma" have se retl" intended as ontradistinguished from what their words e8press, !ut what is the meaning of the words the" have used. Ghat the parties meant must !e determined !" what the" said. 11 Contrar" to what respondent ourt held, the CTDs are negotia!le instruments. The do uments provide that the amounts deposited shall !e repa"a!le to the depositor. 'nd who, a ording to the do ument, is the depositorJ It is the H!earer.H The do uments do not sa" that the depositor is 'ngel de la Cru2 and that the amounts deposited are repa"a!le spe ifi all" to him. *ather, the amounts are to !e repa"a!le to the !earer of the do uments or, for that matter, whosoever ma" !e the !earer at the time of presentment. If it was reall" the intention of respondent !ank to pa" the amount to 'ngel de la Cru2 onl", it ould have with fa ilit" so e8pressed that fa t in lear and ategori al terms in the do uments, instead of having the word H/E'*E*H stamped on the spa e provided for the name of the depositor in ea h CTD. On the wordings of the do uments, therefore, the amounts deposited are repa"a!le to whoever ma" !e the !earer thereof. Thus, petitionerKs aforesaid witness merel" de lared that 'ngel de la Cru2 is the depositor Hinsofar as the !ank is on erned,H !ut o!viousl" other parties not priv" to the transa tion !etween them would not !e in a position to know that the depositor is not the !earer stated in the CTDs. Ben e, the situation would reFuire an" part" dealing with the CTDs to go !ehind the plain import of what is written thereon to unravel the agreement of the parties thereto through fa ts aliunde. This need for resort to e8trinsi eviden e is what is sought to !e avoided !" the Negotia!le Instruments 1aw and alls for the appli ation of the elementar" rule that the interpretation of o!s ure words or stipulations in a ontra t shall not favor the part" who aused the o!s urit". 12 The ne8t Fuer" is whether petitioner an rightfull" re over on the CTDs. This time, the answer is in the negative. The re ords reveal that 'ngel de la Cru2, whom petitioner hose not to implead in this suit for reasons of its own, delivered the CTDs amounting to 6%,%+7,777.77 to petitioner without informing respondent !ank thereof at an" time. 9nfortunatel" for petitioner, although the CTDs are !earer instruments, a valid negotiation thereof for the true purpose and agreement !etween it and De la Cru2, as ultimatel" as ertained, reFuires !oth deliver" and indorsement. =or, although petitioner seeks to defle t this fa t, the CTDs were in realit" delivered to it as a se urit" for De la Cru2K pur hases of its fuel produ ts. 'n" dou!t as to whether the CTDs were delivered as pa"ment for the fuel produ ts or as a se urit" has

G.R. No. 97753 August 10, 1992 CALTEX (PH L PP NES!, NC., petitioner, vs. COURT O" APPEALS #$% SECUR T& 'AN( AN) TRUST COMPAN&, respondents. This petition for review on certiorari impugns and seeks the reversal of the de ision promulgated !" respondent ourt on #ar h $, %&&% in C'().*. CV No. +,-%. 1 affirming with modifi ations, the earlier de ision of the *egional Trial Court of #anila, /ran h 01II, 2 whi h dismissed the omplaint filed therein !" herein petitioner against respondent !ank. "#*ts+ In %&$+, 'ngel de la Cru2 o!tained ertifi ates of time deposit 3CTDs4 from Se urit" /ank and Trust Compan" for the former5s deposit with the said !ank amounting to 6%,%+7,777.77. ' sample te8t of the ertifi ates of time deposit is reprodu ed !elow to provide a !etter understanding of the issues involved in this re ourse. SEC9*IT: /'N; 'ND T*9ST CO#6'N: -<<$ '"ala 've., #akati No. &7%7% #etro #anila, 6hilippines S9C'T O==ICE6 >,777.77 CE*TI=IC'TE O= DE6OSIT *ate %-? Date of #aturit" =E/. +,, %&$> =E/ ++, %&$+, %&@@@@ This is to Certif" that / E ' * E * has deposited in this /ank the sum of 6ESOSA =O9* TBO9S'ND ON1:, SEC9*IT: /'N; S9C'T O==ICE 6>,777 C 77 CTS 6esos, 6hilippine Curren ", repa"a!le to said depositor <,% da"s. after date, upon presentation and surrender of this ertifi ate, with interest at the rate of %-? per ent per annum. 3Sgd. Illegi!le4 3Sgd. Illegi!le4 DDDDDDDDDD DDDDDDDDDDD '9TBO*IEED SI)N'T9*ES
5

*espondent ourt ruled that the CTDs in Fuestion are non( negotia!le instruments, nationali2ing as followsA . . . Ghile it ma" !e true that the word H!earerH appears rather !oldl" in the CTDs issued, it is important to note that after the word H/E'*E*H stamped on the spa e provided supposedl" for the name of the depositor, the words Hhas depositedH a ertain amount follows. The do ument further provides that the amount deposited shall !e Hrepa"a!le to said depositorH on the period indi ated. Therefore, the te8t of the instrument3s4 themselves manifest with larit" that the" are pa"a!le, not to whoever purports to !e the H!earerH !ut onl" to the spe ified person indi ated therein, the depositor. In effe t, the appellee !ank a knowledges its depositor 'ngel dela Cru2 as the person who made the deposit and further engages itself to pa" said depositor the amount indi ated thereon at the stipulated date. , SSUE+ Ghether or not the ertifi ates of time deposit are negotia!le.

!een dissipated and resolved in favor of the latter !" petitionerKs own authori2ed and responsi!le representative himself. GBE*E=O*E, on the modified premises a!ove set forth, the petition is DENIED and the appealed de ision is here!" '==I*#ED. SO O*DE*ED.