Petitioner seeks the review and prays for the reversal of the Decision^[1] of April 30, 1999 of Court of Appeals in CA-G.R. CV No. 54656, the dispositive portion of which reads: 

WHEREFORE, the appealed decision is AFFIRMED with modification in the sense that appellant SBTC is hereby absolved from any liability. Appellant TRB is solely liable to the appellees for the damages and costs of suit specified in the dispositive portion of the appealed decision. Costs against appellant TRB. 

SO ORDERED.^[2]

As found by the Court of Appeals, the antecedent facts of the case are as follows: 

On April 15, 1985, the Bureau of Internal Revenue (BIR) assessed plaintiffs Radio Philippines Network (RPN), Intercontinental Broadcasting Corporation (IBC), and Banahaw Broadcasting Corporation (BBC) of their tax obligations for the taxable years 1978 to 1983. 

On March 25, 1987, Mrs. Lourdes C. Vera, plaintiffs' comptroller, sent a letter to the BIR requesting settlement of plaintiffs' tax obligations. 

The BIR granted the request and accordingly, on June 26, 1986, plaintiffs purchased from defendant Traders Royal Bank (TRB) three (3) manager's checks to be used as payment for their tax liabilities, to wit:

Check Number		Amount
30652	P4,155.835.00
30650	3,949,406.12
30796	1,685,475.75

 

Defendant TRB, through Aida Nuñez, TRB Branch Manager at Broadcast City Branch, turned over the checks to Mrs. Vera who was supposed to deliver the same to the BIR in payment of plaintiffs' taxes. 

Sometime in September, 1988, the BIR again assessed plaintiffs for their tax liabilities for the years 1979-82. It was then they discovered that the three (3) managers checks (Nos. 30652, 30650 and 30796) intended as payment for their taxes were never delivered nor paid to the BIR by Mrs. Vera. Instead, the checks were presented for payment by unknown persons to defendant Security Bank and Trust Company (SBTC), Taytay Branch as shown by the bank's routing symbol transit number (BRSTN 01140027) or clearing code stamped on the reverse sides of the checks. 

Meanwhile, for failure of the plaintiffs to settle their obligations, the BIR issued warrants of levy, distraint and garnishment against them. Thus, they were constrained to enter into a compromise and paid BIR P18,962,225.25 in settlement of their unpaid deficiency taxes. 

Thereafter, plaintiffs sent letters to both defendants, demanding that the amounts covered by the checks be reimbursed or credited to their account. The defendants refused, hence, the instant suit.^[3]

On February 17, 1985, the trial court rendered its decision, thus: 

WHEREFORE, in view of the foregoing considerations, judgment is hereby rendered in favor of the plaintiffs and against the defendants by :

a) Condemning the defendant Traders Royal Bank to pay actual damages in the sum of Nine Million Seven Hundred Ninety Thousand and Seven Hundred Sixteen Pesos and Eighty-Seven Centavos (P9,790,716.87) broken down as follows:

1) To plaintiff RPN-9 - P4,155,835.00
2) To Plaintiff IBC-13 - P3,949,406.12
3) To Plaintiff BBC-2 - P1,685,475.72

plus interest at the legal rate from the filing of this case in court.

b) Condemning the defendant Security Bank and Trust Company, being collecting bank, to reimburse the defendant Traders Royal Bank, all the amounts which the latter would pay to the aforenamed plaintiffs; 

c) Condemning both defendants to pay to each of the plaintiffs the sum of Three Hundred Thousand (P300,000.00) Pesos as exemplary damages and attorney's fees equivalent to twenty-five percent of the total amount recovered; and 

d) Costs of suit. 

SO ORDERED.^[4]

Defendants Traders Royal Bank and Security Bank and Trust Company, Inc. both appealed the trial court's decision to the Court of Appeals. However, as quoted in the beginning hereof, the appellate court absolved defendant SBTC from any liability and held TRB solely liable to respondent networks for damages and costs of suit.

In the instant petition for review on certiorari of the Court of Appeals' decision, petitioner TRB assigns the following errors: (a) the Honorable Court of Appeals manifestly overlooked facts which would justify the conclusion that negligence on the part of RPN, IBC and BBC bars them from recovering anything from TRB, (b) the Honorable Court of Appeals plainly erred and misapprehended the facts in relieving SBTC of its liability to TRB as collecting bank and indorser by overturning the trial court's factual finding that SBTC did endorse the three (3) managers checks subject of the instant case, and (c) the Honorable Court of Appeals plainly misapplied the law in affirming the award of exemplary damages in favor of RPN, IBC and BBC.

In reply, respondents RPN, IBC, and BBC assert that TRB's petition raises questions of fact in violation of Rule 45 of the 1997 Revised Rules on Civil Procedure which restricts petitions for review on certiorari of the decisions of the Court of Appeals on pure questions of law. RPN, IBC and BBC maintain that the issue of whether or not respondent networks had been negligent were already passed upon both by the trial and appellate courts, and that the factual findings of both courts are binding and conclusive upon this Court.

Likewise, respondent SBTC denies liability on the ground that it had no participation in the negotiation of the checks, emphasizing that the BRSTN imprints at the back of the checks cannot be considered as proof that respondent SBTC accepted the disputed checks and presented them to Philippine Clearing House Corporation for clearing.

Setting aside the factual ramifications of the instant case, the threshold issue now is whether or not TRB should be held solely liable when it paid the amount of the checks in question to a person other than the payee indicated on the face of the check, the Bureau of Internal Revenue.

"When a signature is forged or made without the authority of the person whose signature it purports to be, it is wholly inoperative, and no right to retain the instrument, or to give a discharge therefor, or to enforce payment thereof against any party thereto, can be acquired through or under such signature."^[5] Consequently, if a bank pays a forged check, it must be considered as paying out of its funds and cannot charge the amount so paid to the account of the depositor.

In the instant case, the 3 checks were payable to the BIR. It was established, however, that said checks were never delivered or paid to the payee BIR but were in fact presented for payment by some unknown persons who, in order to receive payment therefor, forged the name of the payee. Despite this fraud, petitioner TRB paid the 3 checks in the total amount of P9,790,716.87.

Petitioner ought to have known that, where a check is drawn payable to the order of one person and is presented for payment by another and purports upon its face to have been duly indorsed by the payee of the check, it is the primary duty of petitioner to know that the check was duly indorsed by the original payee and, where it pays the amount of the check to a third person who has forged the signature of the payee, the loss falls upon petitioner who cashed the check. Its only remedy is against the person to whom it paid the money.^[6]

It should be noted further that one of the subject checks was crossed. The crossing of one of the subject checks should have put petitioner on guard; it was duty-bound to ascertain the indorser's title to the check or the nature of his possession. Petitioner should have known the effects of a crossed check: (a) the check may not be encashed but only deposited in the bank; (b) the check may be negotiated only once to one who has an account with a bank and (c) the act of crossing the check serves as a warning to the holder that the check has been issued for a definite purpose so that he must inquire if he has received the check pursuant to that purpose, otherwise, he is not a holder in due course.^[7]

By encashing in favor of unknown persons checks which were on their face payable to the BIR, a government agency which can only act only through its agents, petitioner did so at its peril and must suffer the consequences of the unauthorized or wrongful endorsement.^[8]  In this light, petitioner TRB cannot exculpate itself from liability by claiming that respondent networks were themselves negligent.

A bank is engaged in a business impressed with public interest and it is its duty to protect its many clients and depositors who transact business with it. It is under the obligation to treat the accounts of the depositors and clients with meticulous care, whether such accounts consist only of a few hundreds or millions of pesos.^[9]

Petitioner argues that respondent SBTC, as the collecting bank and indorser, should be held responsible instead for the amount of the checks.

The Court of Appeals addressed exactly the same issue and made the following findings and conclusions: 

As to the alleged liability of appellant SBTC, a close examination of the records constrains us to deviate from the lower court's finding that SBTC, as a collecting bank, should similarly bear the loss.

"A collecting bank where a check is deposited and which indorses the check upon presentment with the drawee bank, is such an indorser. So even if the indorsement on the check deposited by the bank's client is forged, the collecting bank is bound by his warranties as an indorser and cannot set up the defense of forgery as against the drawee bank."

To hold appellant SBTC liable, it is necessary to determine whether it is a party to the disputed transactions. 

Section 3 of the Negotiable Instruments Law reads:

"SECTION 63. When person deemed indorser. - A person placing his signature upon an instrument otherwise than as maker, drawer, or acceptor, is deemed to be an indorser unless he clearly indicates by appropriate words his intention to be bound in some other capacity."

Upon the other hand, the Philippine Clearing House Corporation (PCHC) rules provide:

"Sec. 17.- BANK GUARANTEE. All checks cleared through the PCHC shall bear the guarantee affixed thereto by the Presenting Bank/Branch which shall read as follows: 

"Cleared thru the Philippine Clearing House Corporation. All prior endorsements and/or lack of endorsement guaranteed. NAME OF BANK/BRANCH BRSTN (Date of clearing)."

Here, not one of the disputed checks bears the requisite endorsement of appellant SBTC. What appears to be a guarantee stamped at the back of the checks is that of the Philippine National Bank, Buendia Branch, thereby indicating that it was the latter Bank which received the same. 

It was likewise established during the trial that whenever appellant SBTC receives a check for deposit, its practice is to stamp on its face the words, "non-negotiable". Lana Echevarria's testimony is relevant:

"ATTY. ROMANO: Could you tell us briefly the procedure you follow in receiving checks? 

"A: First of all, I verify the check itself, the place, the date, the amount in words and everything. And then, if all these things are in order and verified in the data sheet I stamp my non-negotiable stamp at the face of the check."

Unfortunately, the words "non-negotiable" do not appear on the face of either of the three (3) disputed checks. 

Moreover, the aggregate amount of the checks is not reflected in the clearing documents of appellant SBTC. Section 19 of the Rules of the PCHC states:

"Section 19 Regular Item Procedure: 

Each clearing participant, through its authorized representatives, shall deliver to the PCHC fully qualified MICR checks grouped in 200 or less items to a batch and supported by an add-list, a batch control slip, and a delivery statement.

It bears stressing that through the add-list, the PCHC can countercheck and determine which checks have been presented on a particular day by a particular bank for processing and clearing. In this case, however, the add-list submitted by appellant SBTC together with the checks it presented for clearing on August 3, 1987 does not show that Check No. 306502 in the sum of P3,949,406.12 was among those that passed for clearing with the PCHC on that date. The same is true with Check No. 30652 with a face amount of P4,155,835.00 presented for clearing on August 11, 1987 and Check No. 30796 with a face amount of P1,685,475.75. 

The foregoing circumstances taken altogether create a serious doubt on whether the disputed checks passed through the hands of appellant SBTC."^[10]

We subscribe to the foregoing findings and conclusions of the Court of Appeals.

A collecting bank which indorses a check bearing a forged indorsement and presents it to the drawee bank guarantees all prior indorsements, including the forged indorsement itself, and ultimately should be held liable therefor. However, it is doubtful if the subject checks were ever presented to and accepted by SBTC so as to hold it liable as a collecting bank, as held by the Court of Appeals.

Since TRB did not pay the rightful holder or other person or entity entitled to receive payment, it has no right to reimbursement. Petitioner TRB was remiss in its duty and obligation, and must therefore suffer the consequences of its own negligence and disregard of established banking rules and procedures.

We agree with petitioner, however, that it should not be made to pay exemplary damages to RPN, IBC and BBC because its wrongful act was not done in bad faith, and it did not act in a wanton, fraudulent, reckless or malevolent manner.^[11]

We find the award of attorney's fees, 25% of P10 million, to be manifestly exorbitant.^[12] Considering the nature and extent of the services rendered by respondent networks' counsel, however, the Court deems it appropriate to award the amount of P100,000 as attorney's fees.

WHEREFORE, the appealed decision is MODIFIED by deleting the award of exemplary damages. Further, respondent networks are granted the amount of P100,000 as attorney's fees. In all other respects, the Court of Appeals' decision is hereby AFFIRMED.

SO ORDERED.  

Puno, (Chairman), Panganiban, and Morales, JJ., concur.
Sandoval-Gutierrez, J., no part.
 
 

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^[1] Penned by Associate Justice Angelina Sandoval-Gutierrez and concurred in by Associate Justices Romeo A. Brawner and Martin S. Villarama, Jr. (Ninth Division).

^[2] Rollo, p. 74. 

^[3] Rollo, pp. 63-65. 

^[4] Rollo, p. 54. 

^[5] Section 23, Negotiable Instruments Law. 

^[6] Great Eastern Life Insurance vs. Hongkong & Shanghai Banking Corporation, 43 Phil. 678 (1922). 

^[7] Bataan Cigar and Cigarette Factory, Inc. vs. CA, 230 SCRA 643 (1994). 

^[8] Insular Drug Co. vs. National, 58 Phil. 685 (1933). 

^[9] PNB vs. CA, 315 SCRA 309 (1999). 

^[10] Rollo, pp. 69-73. 

^[11] Cervantes vs. CA, 304 SCRA 25 (1999). 

^[12] Barons Marketing Corporation vs. CA, 286 SCRA 96 (1998).