SESBRENO V CA, DELTA MOTORS CORP & PILIPINAS BANK

Facts: FACTS: Raul Sesbreno made a money market placement in the amount
of P300,000 with PhilFinance, with a term of 32 days. PhilFinance issued to
Sesbreno the Certificate of Confirmation of Sale of a Delta Motor Corporation
Promissory Note (DMC PN No. 2731), the Certificate of Securities Delivery
Receipt indicating the sale of the Note with notation that said security was in the
custody of Pilipinas Bank, and postdated checks drawn against the Insular Bank
of Asia and America for P304,533.33 payable on 13 March 1981. The checks
were dishonored for having been drawn against insufficient funds. Philfinance
delivered to petitioner Denominated Custodian Receipt (DCR).
Petitioner approached Ms. Elizabeth de Villa of private respondent Pilipinas, and
handed her a demand letter informing the bank that his placement with
Philfinance in the amount reflected in the DCR had remained unpaid and
outstanding, and that he in effect was asking for the physical delivery of the
underlying promissory note. Petitioner then examined the original of the DMC PN
No. 2731 and found: that the security had been issued on 10 April 1980; that it
would mature on 6 April 1981; that it had a face value of P2,300,833.33, with the
Philfinance as payee and private respondent Delta Motors Corporation (Delta)
as maker; and that on face of the promissory note was stamped NON
NEGOTIABLE. Pilipinas did not deliver the Note, nor any certificate of
participation in respect thereof, to petitioner.
Petitioner later made similar demand letters again asking private respondent
Pilipinas for physical delivery of the original of DMC PN No. 2731.
Petitioner also made a written demand upon private respondent Delta for the
partial satisfaction of DMC PN No. 2731, explaining that Philfinance, as payee
thereof, had assigned to him said Note to the extent of P307,933.33. Delta,
however, denied any liability to petitioner on the promissory note.
As petitioner had failed to collect his investment and interest thereon, he filed an
action for damages against private respondents Delta and Pilipinas.
ISSUE: WON DMC PN No. 2731 marked as non-negotiable may be assigned?
HELD: YES. Only an instrument qualifying as a negotiable instrument under the
relevant statute may be negotiated either by indorsement thereof coupled with
delivery, or by delivery alone where the negotiable instrument is in bearer form. A
negotiable instrument may, however, instead of being negotiated, also
be assigned or transferred. The legal consequences of negotiation as
distinguished from assignment of a negotiable instrument are, of course,
different. A non-negotiable instrument may, obviously, not be negotiated; but it
may be assigned or transferred, absent an express prohibition against
assignment or transfer written in the face of the instrument:

The words not negotiable, stamped on the face of the bill of lading, did not
destroy its assignability, but the sole effect was to exempt the bill from the
statutory provisions relative thereto, and a bill, though not negotiable, may be
transferred by assignment; the assignee taking subject to the equities between
the original parties. 12 (Emphasis added)
DMC PN No. 2731, while marked non-negotiable, was not at the same time
stamped non-transferable or non-assignable. It contained no stipulation which
prohibited Philfinance from assigning or transferring, in whole or in part, that
Note.