G.R. No. 125851 July 11, 2006
Lessons Applicable: Liabilities of the Parties (Negotiable Instruments Law)
FACTS:
- January 6, 1981: Allied Bank (Allied) purchased Export Bill of $20,085 from G.G. Sportswear Mfg. Corporation (GGS)
- The bill, drawn under a letter of credit covered Men's Valvoline Training Suit that was in transit to West Germany
- The export bill was issued by Chekiang First Bank Ltd., Hongkong.
- With the purchase of the bill, ALLIED credited GGS the peso equivalent of the bill amounting to P151,474.52
- Nari Gidwani and Alcron International Ltd. (Alcron) executed their respective Letters of Guaranty, holding themselves liable on the export bill if it should be dishonored or retired by the drawee for any reason.
- spouses Leon and Leticia de Villa and Nari Gidwani also executed a Continuing Guaranty/Comprehensive Surety (surety), guaranteeing payment of any and all such credit accommodations which ALLIED may extend to GGS
- When ALLIED negotiated the export bill to Chekiang, payment was refused due to some material discrepancies in the documents submitted by GGS relative to the exportation covered by the letter of credit.
- ALLIED demanded payment
- GGS and Nari Gidwani: signed blank forms of the Letters of Guaranty and the Surety, and the blanks were only filled up by ALLIED after they had affixed their signatures. They also added that the documents did not cover the transaction involving the subject export bill.
- spouses de Villa: not aware of the existence of the export bill; they signed blank forms of the surety; and averred that the guaranty was not meant to secure the export bill
- Alcron: foreign corporation doing business in the Philippines, its branch in the Philippines is merely a liaison office; neither its liaison office in the Philippines nor its then representative, Hans-Joachim Schloer, had the authority to issue Letters of Guaranty for and in behalf of local entities and persons
- RTC: in favor of Allied
- CA: modified holding GGS liable to reimburse Allied, but it exonerated the guarantors from their liabilities under the Letters of Guaranty
ISSUE: W/N Gidwani, Alcron and Spouses Villa can be held jointly and severally liable becuase of their capacity as guarantors and surety in the absence of protest on the bill in accordance with Section 152 of the Negotiable Instruments Law?
HELD: YES. CA modified. Nari Gidwani, and Spouses Leon and Leticia de Villa are jointly and severally liable together with G.G. Sportswear
Art. 2047. By guaranty a person, called the guarantor, binds himself to the creditor to fulfill the obligation of the principal debtor in case the latter should fail to do so.
- If a person binds himself solidarily with the principal debtor, the provisions of Section 4, Chapter 3, Title I of this Book shall be observed. In such case the contract is called a suretyship.
- Section 152 of the Negotiable Instruments Law pertaining to indorsers, relied on by respondents, is not pertinent to this case.
- There are well-defined distinctions between the contract of an indorser and that of a guarantor/surety of a commercial paper, which is what is involved in this case.
- The contract of indorsement is primarily that of transfer, while the contract of guaranty is that of personal security
- The liability of a guarantor/surety is broader than that of an indorser.
- Unless the bill is promptly presented for payment at maturity and due notice of dishonor given to the indorser within a reasonable time, he will be discharged from liability thereon. On the other hand, except where required by the provisions of the contract of suretyship, a demand or notice of default is not required to fix the surety's liability.
- Therefore, no protest on the export bill is necessary to charge all the respondents jointly and severally liable
- having affixed their consenting signatures in several documents executed at different times, it is safe to presume that they had full knowledge of its terms and conditions, hence, they are precluded from asserting ignorance of the legal effects of the undertaking they assumed thereunder