Republic Planters Bank vs Court of Appeals, GR. No. L-93073, December 21, 1992
Subject: Obligations and Contracts
FACTS
Shozo Yamaguchi (President/Chief Operating Officer)
and Fermin Canlas (Treasurer) by virtue of Board Resolution of Worldwide
Garment Manufacturing, Inc. were authorized to apply for credit facilities with
the Republic Planters Bank in the forms of export advances and letters of
credit/trust receipts accommodations. Nine promissory notes with Worldwide
Garment Manufacturing, Inc. was apparently rubber stamped above the signatures
of Yamaguchi and Canlas were issued to Republic Planters Bank.
On December 20, 1982, Worldwide Garment Manufacturing,
Inc. changed its corporate name to Pinch Manufacturing Corporation.
On February 5, 1982, Republic Planters filed a
complaint for recovery of sums of money. Shozo Yamaguchi did not file an
Amended Answer and failed to appear at the scheduled pre-trial conference
despite due notice. Canlas alleged he was not liable personally for the
corporate acts that he performed, and that the notes were still blank when he
signed them.
ISSUE
Whether or not Canlas is solitarily liable for the
amounts in the promissory notes.
RULING
Yes, Canlas is solidarily liable for the amount in the
promissory notes.
Under
the law (Art 1207), the concurrence of two or more creditors or of two or more
debtors in one and the same obligation does not imply that each one of the
former has a right to demand, or that each one of the latter is bound to
render, entire compliance with the prestation. There is a solidary liability
only when the obligation expressly so states, or when the law or nature of the
obligation requires the solidarity.
In this case, the solidary liability of Fermin Canlas
is made clearer and certain without reason for ambiguity, by the presence of
the phrase “joint and several” as describing the unconditional promise to pay
the order of the Republic Planters Bank. He cannot escape liability arising
therefrom. Inasmuch as the instrument contained the words “I promise to pay”
and is signed by two or more persons, said persons are deemed to be jointly and
severally liable thereon. As the promissory notes are stereotype ones issued by
the bank in printed form with blank spaces filled up as per agreed terms of the
loan, following customary procedures, leaving the debtors to do nothing but
read the terms and conditions therein and to sign as makers or co-makers. Section
14 of the Negotiable Instruments Law, therefore, does not apply. Therefore, Canlas
is solidarily liable with the corporation for the amount of the nine (9)
promissory notes.
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