Prudential Bank v. IAC

Prudential Bank v. IAC Facts: Philippine Rayon Mills, Inc. (Respondent) entered into a contract with Nissho Co.
., Ltd. of Japan for the importation of textile machineries under a 5-year deferred payment plan. To effect payment for the machineries, Philippine Rayon Mills applied for a commercial letter of credit with Prudential Bank and Trust Company (Petitioner) in favor of Nissho. o Prudential Bank opened Letter of Credit No. DPP-63762 for $128,548.78. Against the letter of credit, drafts were drawn and issued by Nissho, which were all paid by Prudential Bank through the Bank of Tokyo, its correspondent bank in Japan. o 2 of these drafts were accepted by Philippine Rayon Mills, through its president, Anacleto R. Chi (Respondent), while the others (10 drafts) were not. Upon the arrival of the machineries, to enable Philippine Rayon Mills to take delivery of the machineries, a trust receipt was executed which was signed by Chi. In 1967, Philippine Rayon Mills ceased business operations and its factory was leased by Yupangco Cotton Mills for an annual rental of P200,000. In 1974, all the textile machineries were sold to AIC Development Corporation for P300,000. However, Philippine Rayon Mills obligation arising from the letter of credit and the trust receipt remained unpaid. Repeated demands yielded no result. Prudential Bank filed an action for collection of the principal amount of P956,384.95. The trial court held Philippine Rayon Mills liable for only the 2 drafts which it had accepted. CA affirmed. Hence the appeal. Issue: 1) Whether presentment for acceptance of the drafts was indispensable to make Philippine Rayon liable? 2) Whether Philippine Rayon is liable on the basis of the trust receipt? Ruling: 1) No. Letter of credit is defined as an engagement by a bank or other person made at the request of a customer that the issuer will honor drafts or other demands for payment upon compliance with the conditions specified in the credit. o Through a letter of credit, the bank merely substitutes its own promise to pay for one of its customers who in return promises to pay the bank the amount of funds mentioned in the letter of credit plus credit or commitment fees mutually agreed upon. In the instant case then, the drawee was Prudential Bank. It was to Prudential Bank that the drafts were presented for payment. In fact, there was no need for acceptance as the issued drafts are sight drafts. Presentment for acceptance is necessary only in the cases expressly provided for in Section 143 of the Negotiable Instruments Law (NIL). Even if these were not sight drafts, thereby necessitating acceptance, it would be the Prudential Bank and not Philippine Rayon which had to accept the same for the latter was not the drawee. Hibernia Bank and Trust Co. v. J. Aron& Co.: o Commercial letters of credit have come into general use in international sales transactions where much time necessarily elapses between the sale and the receipt by a purchaser of the merchandise, during which interval great price changes may occur. Buyers and sellers struggle for the advantage of position. The seller is desirous of being paid as surely and as soon as possible, realizing that the vendee at a distant point has it in his power to reject on trivial grounds merchandise on arrival, and cause considerable hardship to the shipper. Letters of credit meet this condition by affording celerity and certainty of payment. Their purpose is to insure to a seller payment of a definite amount upon presentation of documents. The bank deals only with documents. It has nothing to do with the quality of the merchandise. Disputes as to the merchandise shipped may arise and be litigated later between vendor and vendee, but they may not impede acceptance of drafts and payment by the issuing bank when the proper documents are presented. A trust receipt transaction is defined as "any transaction by and between a person referred to in this Decree as the entruster, and another person referred to in this Decree as the entrustee, whereby the entruster, who owns or holds absolute title or security interests' over certain specified goods, documents or instruments, releases the same to the possession of the entrustee upon the latter's execution and delivery to the entruster of a signed document called the "trust receipt" wherein the entrustee binds himself to hold the designated goods, documents or instruments in trust for the entruster and to sell or otherwise dispose of the goods, documents or instruments with the obligation to turn over to the entruster the proceeds thereof to the extent of the amount owing to the entruster or as appears in the trust receipt or the goods, instruments themselves
2) Yes
if they are unsold or not otherwise disposed of, in accordance with the terms and conditions specified in the trusts receipt, or for other purposes substantially equivalent to any one of the following: . . ." o By this arrangement a banker advances money to an intending importer, and thereby lends the aid of capital, of credit, or of business facilities and agencies abroad, to the enterprise of foreign commerce. Much of this trade could hardly be carried on by any other means, and therefore it is of the first importance that the fundamental factor in the transaction, the banker's advance of money and credit, should receive the amplest protection. Accordingly, in order to secure that the banker shall be repaid at the critical point that is, when the imported goods finally reach the hands of the intended vendee the banker takes the full title to the goods at the very beginning; he takes it as soon as the goods are bought and settled for by his payments or acceptances in the foreign country, and he continues to hold that title as his indispensable security until the goods are sold in the United States and the vendee is called upon to pay for them. This security is not an ordinary pledge by the importer to the banker, for the importer has never owned the goods, and moreover he is not able to deliver the possession; but the security is the complete title vested originally in the bankers, and this characteristic of the transaction has again and again been recognized and protected by the courts. Of course, the title is at bottom a security title, as it has sometimes been called, and the banker is always under the obligation to reconvey; but only after his advances have been fully repaid and after the importer has fulfilled the other terms of the contract. o Trust receipts, in a certain manner, partake of the nature of a conditional sale as provided by the Chattel Mortgage Law, that is, the importer becomes absolute owner of the imported merchandise as soon as he has paid its price. The ownership of the merchandise continues to be vested in the owner thereof or in the person who has advanced payment, until he has been paid in full, or if the merchandise has already been sold, the proceeds of the sale should be turned over to him by the importer or by his representative or successor in interest. Although it is true that the petitioner commenced a criminal action for the violation of the Trust Receipts Law, no legal obstacle prevented it from enforcing the civil liability arising out of the trust, receipt in a separate civil action. o Under Section 13 of the Trust Receipts Law, the failure of an entrustee to turn over the proceeds of the sale of goods, documents or instruments covered by a trust receipt to the extent of the amount owing to the entruster or as appear in the trust receipt or to return said goods, documents or instruments if they were not sold or disposed of in accordance with the terms of the trust receipt shall constitute the crime of estafa, punishable under the provisions of Article 315, paragraph 1(b) of the Revised Penal Code. Under Article 33 of the Civil Code, a civil action for damages, entirely separate and distinct from the criminal action, may be brought by the injured party in cases of defamation, fraud and physical injuries. Estafa falls underfraud.
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Prudential Bank v. IAC

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Prudential Bank v. IAC Facts: Philippine Rayon Mills, Inc. (Respondent) entered into a contract with Nissho Co.

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