Commercial Law, 2018 Bar — Question III-a

ESSAY

On November 23, 2017, Yas Ysmael (Ysmael) loaned the amount of PhP5 million to Yarn & Thread Corporation (YTC), through its President, Ylmas Yektas (Yektas). The loan was evidenced by a Promissory Note (PN) which read: “Within one year from date hereof, I promise to pay to the order of YAS YSMAEL, the sum of PhP5 million with interest at 120% per annum. YARN & THREAD CORPORATION, By: (Sgd.) Ylmas Yektas.” Yektas was the controlling stockholder of YTC at the time the PN was issued. As security for the payment of the PN, Yektas issued and delivered to Ysmael a postdated personal check covering the face value of the PN drawn from his account with Yellow Bell Bank and Trust Company. The proceeds of the loan under the PN were used by YTC as working capital. A year later, Ysmael inserted the date of “November 23, 2017” on the date section of the PN, and made a formal demand upon YTC, through Yektas, to pay the note, but which was refused on the ground that Yektas was no longer the president and controlling shareholder of YTC. By this time, all the shares of YTC had already been sold to a new group of investors. Ysmael deposited the personal check issued by Yektas which was dishonored. He then filed a collection suit against YTC and Yektas including the accrued interest. The defendants raised the following defenses in the collection suit. Rule on the merits of each defense. (a) A PN issued with a blank date is one that is not payable on demand or on a fixed or determinable future time, and therefore the insertion of the date constituted material alteration that nullified it, so that no cause of action arose.

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