[G.R. No. 160544.

February 21, 2005] provided that "[Management and staff will not be responsible for any loss of or damage incurred
on the vehicle nor of valuables contained therein", a provision which, to petitioner's mind, is an
TRIPLE-V vs. FILIPINO MERCHANTS explicit waiver of any right to claim indemnity for the loss of the car; and that De Asis knowingly
assumed the risk of loss when she allowed petitioner to park her vehicle, adding that its valet
parking service did not include extending a contract of insurance or warranty for the loss of the
THIRD DIVISION vehicle.

Gentlemen: During trial, petitioner challenged FMICI's subrogation to Crispa's right to file a claim for the loss
of the car, arguing that theft is not a risk insured against under FMICI's Insurance Policy No. PC-
Quoted hereunder, for your information, is a resolution of this Court dated FEB 21 2005. 5975 for the subject vehicle.

G.R. No. 160544 (Triple-V Food Services, Inc. vs. Filipino Merchants Insurance Company, Inc.) In a decision dated June 22, 2001, the trial court rendered judgment for respondent FMICI, thus:

Assailed in this petition for review on certiorari is the decision [1]cralaw dated October 21, 2003 of WHEREFORE, premises considered, judgment is hereby rendered in favor of the plaintiff
the Court of Appeals in CA-G.R. CV No. 71223, affirming an earlier decision of the Regional Trial (FMICI) and against the defendant Triple V (herein petitioner) and the latter is hereby ordered to
Court at Makati City, Branch 148, in its Civil Case No. 98-838, an action for damages thereat pay plaintiff the following:
filed by respondent Filipino Merchants Insurance, Company, Inc., against the herein petitioner,
Triple-V Food Services, Inc. 1. The amount of P669,500.00, representing actual damages plus compounded (sic);

On March 2, 1997, at around 2:15 o'clock in the afternoon, a certain Mary Jo-Anne De Asis (De 2. The amount of P30,000.00 as acceptance fee plus the amount equal to 25% of the total
Asis) dined at petitioner's Kamayan Restaurant at 15 West Avenue, Quezon City. De Asis was amount due as attorney's fees;
using a Mitsubishi Galant Super Saloon Model 1995 with plate number UBU 955, assigned to
her by her employer Crispa Textile Inc. (Crispa). On said date, De Asis availed of the valet
parking service of petitioner and entrusted her car key to petitioner's valet counter. A 3. The amount of P50,000.00 as exemplary damages;
corresponding parking ticket was issued as receipt for the car. The car was then parked by
petitioner's valet attendant, a certain Madridano, at the designated parking area. Few minutes 4. Plus, cost of suit.
later, Madridano noticed that the car was not in its parking slot and its key no longer in the box
where valet attendants usually keep the keys of cars entrusted to them. The car was never Defendant Triple V is not therefore precluded from taking appropriate action against defendant
recovered. Thereafter, Crispa filed a claim against its insurer, herein respondent Filipino Armando Madridano.
Merchants Insurance Company, Inc. (FMICI). Having indemnified Crispa in the amount of
P669.500 for the loss of the subject vehicle, FMICI, as subrogee to Crispa's rights, filed with the
RTC at Makati City an action for damages against petitioner Triple-V Food Services, Inc., thereat SO ORDERED.
docketed as Civil Case No. 98-838 which was raffled to Branch 148.
Obviously displeased, petitioner appealed to the Court of Appeals reiterating its argument that it
In its answer, petitioner argued that the complaint failed to aver facts to support the allegations of was not a depositary of the subject car and that it exercised due diligence and prudence in the
recklessness and negligence committed in the safekeeping and custody of the subject vehicle, safe keeping of the vehicle, in handling the car-napping incident and in the supervision of its
claiming that it and its employees wasted no time in ascertaining the loss of the car and in employees. It further argued that there was no valid subrogation of rights between Crispa and
informing De Asis of the discovery of the loss. Petitioner further argued that in accepting the respondent FMICI.
complimentary valet parking service, De Asis received a parking ticket whereunder it is so
In a decision dated October 21, 2003,[2]cralaw the Court of Appeals dismissed petitioner's appeal While contracts of adhesion are not void in themselves, yet this Court will not hesitate to rule out
and affirmed the appealed decision of the trial court, thus: blind adherence thereto if they prove to be one-sided under the attendant facts and
circumstances.[4]cralaw
WHEREFORE, based on the foregoing premises, the instant appeal is hereby DISMISSED.
Accordingly, the assailed June 22, 2001 Decision of the RTC of Makati City - Branch 148 in Civil Hence, and as aptly pointed out by the Court of Appeals, petitioner must not be allowed to use
Case No. 98-838 is AFFIRMED. its parking claim stub's exclusionary stipulation as a shield from any responsibility for any loss or
damage to vehicles or to the valuables contained therein. Here, it is evident that De Asis
SO ORDERED. deposited the car in question with the petitioner as part of the latter's enticement for customers
by providing them a safe parking space within the vicinity of its restaurant. In a very real sense, a
safe parking space is an added attraction to petitioner's restaurant business because customers
In so dismissing the appeal and affirming the appealed decision, the appellate court agreed with are thereby somehow assured that their vehicle are safely kept, rather than parking them
the findings and conclusions of the trial court that: (a) petitioner was a depositary of the subject elsewhere at their own risk. Having entrusted the subject car to petitioner's valet attendant,
vehicle; (b) petitioner was negligent in its duties as a depositary thereof and as an employer of customer De Asis, like all of petitioner's customers, fully expects the security of her car while at
the valet attendant; and (c) there was a valid subrogation of rights between Crispa and petitioner's premises/designated parking areas and its safe return at the end of her visit at
respondent FMICI. petitioner's restaurant.

Hence, petitioner's present recourse. Petitioner's argument that there was no valid subrogation of rights between Crispa and FMICI
because theft was not a risk insured against under FMICI's Insurance Policy No. PC-5975 holds
We agree with the two (2) courts below. no water.

When De Asis entrusted the car in question to petitioners valet attendant while eating at Insurance Policy No. PC-5975 which respondent FMICI issued to Crispa contains, among others
petitioner's Kamayan Restaurant, the former expected the car's safe return at the end of her things, the following item: "Insured's Estimate of Value of Scheduled Vehicle- P800.000".
[5]
meal. Thus, petitioner was constituted as a depositary of the same car. Petitioner cannot evade cralaw On the basis of such item, the trial court concluded that the coverage includes a full
liability by arguing that neither a contract of deposit nor that of insurance, guaranty or surety for comprehensive insurance of the vehicle in case of damage or loss. Besides, Crispa paid a
the loss of the car was constituted when De Asis availed of its free valet parking service. premium of P10,304 to cover theft. This is clearly shown in the breakdown of premiums in the
same policy.[6]cralaw Thus, having indemnified CRISPA for the stolen car, FMICI, as correctly
In a contract of deposit, a person receives an object belonging to another with the obligation of ruled by the trial court and the Court of Appeals, was properly subrogated to Crispa's rights
safely keeping it and returning the same. [3]cralaw A deposit may be constituted even without any against petitioner, pursuant to Article 2207 of the New Civil Code[7].
consideration. It is not necessary that the depositary receives a fee before it becomes obligated
to keep the item entrusted for safekeeping and to return it later to the depositor. Anent the trial court's findings of negligence on the part of the petitioner, which findings were
affirmed by the appellate court, we have consistently ruled that findings of facts of trial courts,
Specious is petitioner's insistence that the valet parking claim stub it issued to De Asis contains more so when affirmed, as here, by the Court of Appeals, are conclusive on this Court unless the
a clear exclusion of its liability and operates as an explicit waiver by the customer of any right to trial court itself ignored, overlooked or misconstrued facts and circumstances which, if
claim indemnity for any loss of or damage to the vehicle. considered, warrant a reversal of the outcome of the case. [8]cralaw This is not so in the case at
bar. For, we have ourselves reviewed the records and find no justification to deviate from the trial
court's findings.
The parking claim stub embodying the terms and conditions of the parking, including that of
relieving petitioner from any loss or damage to the car, is essentially a contract of adhesion,
drafted and prepared as it is by the petitioner alone with no participation whatsoever on the part WHEREFORE, petition is hereby DENIED DUE COURSE.
of the customers, like De Asis, who merely adheres to the printed stipulations therein appearing.
2. INTERNATIONAL FINANCE CORPORATION V. IMPERIAL TEXTILE MILLS (PANGANIBAN, 3.1) RTC: PPIC liable for the payment of the outstanding loan plus interests, but
2005) relieved ITM of its obligation as guarantor
3.2) CA: ITMs liability as a guarantor would arise only if and when PPIC could not pay
When the obligor undertakes to be jointly and severally liable, it means that the obligation is
solidary. If solidary liability was instituted to guarantee a principal obligation, the law deems the ISSUE(S)/HELD: WoN ITM is a surety, and thus solidarily liable with PPIC for the payment of the
contract to be one of suretyship. A surety is considered in law to be on the same footing as the loan. YES, ITM is a surety.
principal debtor in relation to whatever is adjudged against the latter.
RATIO:
FACTS:
1) The use of the word guarantee does not ipso facto make the contract one of guaranty.
1) Philippine Polyamide Industrial Corporation (PPIC) borrowed US$7,000,000 from 1.1) While referring to ITM as a guarantor, the Agreement specifically stated that the
International Finance Corporation (IFC), with Imperial Textile Mills (ITM) and Grand Textile corporation was jointly and severally liable. To put emphasis on the nature of that liability, the
(GM) as guarantors Contract further stated that ITM was a primary obligor, not a mere surety. Those stipulations
1.1) Loan Agreement dated December 17, 1974: IFC extended to PPIC a loan of meant only one thing: that at bottom, and to all legal intents and purposes, it was a surety.
US$7,000,000.00, payable in sixteen (16) semi-annual installments of US$437,500.00 each,
beginning June 1, 1977 to December 1, 1984, with interest at the rate of 10% per annum on the 2) Suretyship
principal amount 2.1) NCC, Art. 2047: If a person binds himself solidarily with the principal debtor, the
1.2) Guarantee Agreement dated December 17, 1974: provisions of Section 4, Chapter 3, Title I of this Book shall be observed. In such case the
Section 2.01. The Guarantors jointly and severally, irrevocably, absolutely and contract shall be called suretyship.
unconditionally guarantee, asprimary obligors and not as sureties merely 2.2) NCC, Art. 1216: The creditor may proceed against any one of the solidary debtors
Preamble: The Guarantors, in order to induce IFC to enter into the Loan or some or all of them simultaneously. The demand made against one of them shall not be an
Agreement, and in consideration of IFC entering into said Agreement, have agreed so to obstacle to those which may subsequently be directed against the others, so long as the debt
guarantee such obligations of the Company. has not been fully collected.

2) PPIC defaulted: 3) A surety is considered in law to be on the same footing as the principal debtor in relation to
2.1) PPIC paid the installments due on 1977 and 1978. It defaulted thereafter. whatever is adjudged against the latter.
2.2) 1985: IFC served a written notice of default to PPIC 3.1) Although a surety contract is secondary to the principal obligation, the liability of the
2.3) By virtue of PPICs failure to pay, IFC, together with DBP, applied for the extrajudicial surety is direct, primary and absolute; or equivalent to that of a regular party to the undertaking.
foreclosure of mortgages on the real estate, buildings, machinery, equipment plant and all A surety becomes liable to the debt and duty of the principal obligor even without possessing a
improvements owned by PPIC direct or personal interest in the obligations constituted by the latter.
2.4) Upon foreclosure: Foreclosed properties = US$5,250,000
Outstanding loan = US$8,083,967 DISPOSITIVE: Imperial Textile Mills was declared a surety to Philippine Polyamide Industrial
Balance = US$2,833,967.00 PPIC failed to pay Corporation and was ordered to pay International Finance Corporation the same amounts
adjudged against PPIC.
3) IFC demanded ITM and Grandtex, as guarantors of PPIC, to pay the outstanding balance.
3.1) ITM: by the terms of the Guarantee Agreement, it was merely a guarantor and not 3. TOCAO AND BELO VS. CA
a surety
3.2) IFC: ITM bound itself as a surety to PPICs obligations

4) Prior judgments:
 William Belo introduced Nenita Anay to his girlfriend, Marjorie Tocao. The three agreed to form a partnership business and goodwill. An innocent partner thus possesses pecuniary interest in
joint venture for the sale of cooking wares. Belo was to contribute P2.5 million; Tocao also every existing contract that was incomplete and in the trade name of the co-partnership and
contributed some cash and she shall also act as president and general manager; and Anay shall assets at the time he was wrongfully expelled.
be in charge of marketing. Belo and Tocao specifically asked Anay because of her experience
and connections as a marketer. They agreed further that Anay shall receive the following: An unjustified dissolution by a partner can subject him to action for damages because by the
mutual agency that arises in a partnership, the doctrine of delectus personae allows the partners
1. 10% share of annual net profits to have the power, although not necessarily the right to dissolve the partnership.

2. 6% overriding commission for weekly sales Tocaos unilateral exclusion of Anay from the partnership is shown by her memo to the Cubao
office plainly stating that Anay was, as of October 9, 1987, no longer the vice-president for sales
of Geminesse Enterprise. By that memo, petitioner Tocao effected her own withdrawal from the
3. 30% of sales Anay will make herself partnership and considered herself as having ceased to be associated with the partnership in the
carrying on of the business. Nevertheless, the partnership was not terminated thereby; it
4. 2% share for her demo services continues until the winding up of the business.

They operated under the name Geminesse Enterprise, this name was however registered as a NOTE: Motion for Reconsideration filed by Tocao and Belo decided by the SC on September
sole proprietorship with the Bureau of Domestic Trade under Tocao. The joint venture agreement 20, 2001.
was not reduced to writing because Anay trusted Belos assurances.
Belo is not a partner. Anay was not able to prove that Belo in fact received profits from the
The venture succeeded under Anays marketing prowess. company. Belo merely acted as a guarantor. His participation in the business meetings was not
as a partner but as a guarantor. He in fact had only limited partnership. Tocao also testified that
Belo received nothing from the profits. The Supreme Court also noted that the partnership was
But then the relationship between Anay and Tocao soured. One day, Tocao advised one of the yet to be registered in the Securities and Exchange Commission. As such, it was understandable
branch managers that Anay was no longer a part of the company. Anay then demanded that the that Belo, who was after all petitioner Tocaos good friend and confidante, would occasionally
company be audited and her shares be given to her. participate in the affairs of the business, although never in a formal or official capacity.

ISSUE: Whether or not there is a partnership.

HELD: Yes, even though it was not reduced to writing, for a partnership can be instituted in any 4. ASTRO ELECTRONICS CORP. & PETER ROXAS v. PHILIPPINE EXPORT AND FOREIGN
form. The fact that it was registered as a sole proprietorship is of no moment for such registration LOAN GUARANTEE CORPORATION
was only for the companys trade name.
Doctrine: Persons who write their names on the face of promissory notes are makers. Thus,
even without the phrase personal capacity, a person who signs on the instrument twice will still
Anay was not even an employee because when they ventured into the agreement, they explicitly
agreed to profit sharing this is even though Anay was receiving commissions because this is be primarily liable as a joint and several debtor.
only incidental to her efforts as a head marketer.
Facts: Astro was granted several loans by the Philippine Trust Company (Philtrust) amounting to
P3,000,000.00 with interest and secured by three promissory notes. In each of these promissory
The Supreme Court also noted that a partner who is excluded wrongfully from a partnership is notes, it appears that petitioner Roxas signed twice, as President of Astro and in his personal
an innocent partner. Hence, the guilty partner must give him his due upon the dissolution of the capacity. Roxas also signed a Continuing Surety ship Agreement in favor of Philtrust Bank, as
partnership as well as damages or share in the profits realized from the appropriation of the President of Astro and as surety.
Thereafter, Philguarantee, with the consent of Astro, guaranteed in favor of Philtrust the payment It devolves upon one to overcome the presumptions that private transactions are presumed to
of 70% of Astros loan, subject to the condition that upon payment by Philguanrantee of said be fair and regular and that a person takes ordinary care of his concerns (Mendoza vs. Court of
amount, it shall be proportionally subrogated to the rights of Philtrust against Astro. As a result of Appeals, G.R. No. 116710). Bare allegations, when unsubstantiated by evidence, documentary
Astros failure to pay its loan obligations, despite demands, Philguarantee paid 70% of the or otherwise, are not equivalent to proof under our Rules of Court (Coronel vs. Constantino, G.R.
guaranteed loan to Philtrust. Subsequently, Philguarantee filed against Astro and Roxas a No. 121069, February 7, 2003). Since Roxas failed to prove the truth of his allegations that the
complaint for sum of money with the RTC of Makati. phrases in his personal capacity and in his official capacity were inserted on the notes without
his knowledge, said presumptions shall prevail over his claims.

5. Spouses Toh vs Solidbank

Roxas disclaims any liability on the instruments, alleging, inter alia, that he merely signed the
same in blank and the phrases in his personal capacity and in his official capacity were Facts:
fraudulently inserted without his knowledge.
1. RESPONDENT SOLID BANK CORPORATION AGREED TO EXTEND an omnibus line
credit facility worth P10 million in favor of respondent First Business Paper Corporation
The trial court ruled in favor of Philguarantee, stating that if Roxas really intended to sign the (FBPC).
instruments merely in his capacity as President of Astro, then he should have signed only once 2. spouses Luis Toh and Vicky Tan Toh signed the continuing guaranty
in the promissory note. On appeal, the Court of Appeals affirmed the RTC decision. 3. since other co-surety fraudulently departed, Bank demand from Spouses Toh payment
4. several letters of credit were irrevocably extended for ninety (90) days with alarmingly
flawed and inadequate consideration

Issue: Whether or not Roxas should be solidarily liable with Astro for the sum awarded by the Issue:
RTC
Is the surety discharged when bank extended the payment date?
Held: Yes. In signing his name aside from being the President of Astro, Roxas became a co-
maker of the promissory notes and cannot escape any liability arising from it. Under the Ruling:
Negotiable Instruments Law, persons who write their names on the face of promissory notes are
makers. Thus, even without the phrase personal capacity, Roxas will still be primarily liable as 1. Yes. the illicit extension releases the sureties
a joint and several debtor under the notes considering that his intention to be liable as such is
manifested by the fact that he affixed his signature on each of the promissory notes twice which
necessarily would imply that he is undertaking the obligation in two different capacities, official
The foregoing extensions of the letters of credit made by respondent Bank without observing
and personal.
the rigid restrictions for exercising the privilege are not covered by the waiver stipulated in the
Continuing Guaranty

Moreover, an instrument which begins with I, We, or Either of us promise to pay, when Art. 2079 of the Civil Code, [a]n extension granted to the debtor by the creditor without the
signed by two or more persons, makes them solidary liable (Republic Planters Bank vs. Court of consent of the guarantor extinguishes the guaranty
Appeals, G.R. No. 93073, December 21, 1992). Having signed under such terms, Roxas
assumed the solidary liability of a debtor and Philtrust Bank may choose to enforce the notes
against him alone or jointly with Astro.
 As a result of these illicit extensions, petitioner-spouses Luis Toh and Vicky Tan Toh are 5. surety agreement shows that he signed the same not in representation of WMC or as
relieved of their obligations as sureties of respondent FBPC under Art. 2079 of the Civil Code: its president but in his personal capacity

an extension of the period for enforcing the indebtedness does not by itself bring about the no basis for petitioners to limit their responsibility thereon so long as they were corporate
discharge of the sureties unless the extra time is not permitted within the terms of the waiver officers and stockholders of FBPC

the liability of a surety is measured by the terms of his contract, and while he is liable to the full There is no law that prohibits a corporate officer from binding himself personally to answer for a
extent thereof, his accountability is strictly limited to that assumed by its terms. corporate debt

2. Moreover, they are accommodation sureties if petitioners intended not to be charged as sureties after their withdrawal from FBPC, they
could have simply terminated the agreement by serving the required notice of revocation upon
3. The consequence of these omissions is to discharge the surety, petitioners herein,
the Bank as expressly allowed therein
under Art. 2080 of the Civil Code,[59] or at the very least, mitigate the liability of the
surety up to the value of the property or lien released 6. Bank is liable as to its representation

Particularly, as to the extension of the due dates of the letters of credit

For this unwarranted exercise of discretion, respondent Bank bears the loss; due to its any doubt on the terms and conditions of the surety agreement should be resolved in favor of
unauthorized extensions to pay granted to FBPC, petitioner-spouses Luis Toh and Vicky Tan Toh the surety..
are discharged as sureties under the Continuing Guarantee.

if the suretyship contract was made upon the condition that the principal shall furnish the
creditor additional security, and the security being furnished under these conditions is afterwards 6. FILIPINAS TEXTILE MILLS, INC. and BERNARDINO VILLANUEVA, Petitioners,
released by the creditor, the surety is wholly discharged, without regard to the value of the vs. COURT OF APPEALS and STATE INVESTMENT HOUSE, INC. respondents
securities released, for such a transaction amounts to an alteration of the main contract.
(Tinga, 2003)

4. the Continuing Guaranty is a valid and binding contract of petitioner-spouses as Doctrine: In order to constitute an extension discharging the surety, it should appear that the
it is a public document that enjoys the presumption of authenticity and due extension was for a definite period, pursuant to an enforceable agreement between the principal
execution and the creditor, and that it was made without the consent of the surety or with a reservation of
rights with respect to him. The contract must be one which precludes the creditor from, or at
we are bound by the consistent finding of the courts a quo that petitioner-spouses Luis Toh least hinders him in, enforcing the principal contract within the period during which he could
and Vicky Tan Toh voluntarily affixed their signature[s] on the surety agreement and were otherwise have enforced it, and precludes the surety from paying the debt.
thus at some given point in time willing to be liable under those forms
Facts: Filtex applied to SIHI for domestic letters of credit to finance the purchase of raw
spouses Luis Toh and Vicky Tan Toh are bound to the the surety agreement materials for its textile business. SIHI accepted.
Villanueva executed a comprehensive surety agreement, where he guaranteed, jointly and Issues: WON the letters of credit, sight drafts, trust receipts and comprehensive surety
severally with Filtex, the payment at maturity to SIHI of all the indebtedness of Filtex. agreement shouldnt have been admitted as evidence because of lack of the requisite
documentary stamps
To ensure payment of the sight drafts, Filtex issued to SIHI several trust covering the
merchandise sold. Under the trust receipts, Filtex agreed to hold the merchandise in trust for Held: NO, they should be admitted. The Answer with Counterclaim and Answer of Filtex and
SIHI, with liberty to sell the same for SIHIs account but without authority to make any other Villanueva, respectively, did not contain any specific denial under oath of the said documents
disposition of the said goods. upon which SIHIs Complaint was based, thus giving rise to the implied admission of the
genuineness and due execution of these documents. Under Sec. 8, Rule 8 of the Rules of
Because of Filtexs failure to pay its outstanding obligation despite demand, SIHI filed Court, when an action or defense is founded upon a written instrument, copied in or attached to
a Complaint praying that the petitioners be ordered to pay, jointly and severally, the principal the corresponding pleading as provided in the preceding section, the genuineness and due
amount. execution of the instrument shall be deemed admitted unless the adverse party, under oath,
specifically denies them, and sets forth what he claims to be the facts.
Filtex: trust receipts and surety agreement dont reflect true intention of parties; obligation was
fully paid; no cause of action Moreover, under Section 173 of the Internal Revenue Code the liability for payment of the stamp
taxes is imposed on the person making, signing, issuing, accepting, or transferring the
Villanueva: same special and affirmative defenses and added that the comprehensive surety document. As correctly pointed out by SIHI, Filtex was the issuer and acceptor of the trust
agreement is null and void receipts and sight drafts, respectively, while the letters of credit were issued upon its application.
On the other hand, Villanueva signed the comprehensive surety agreement. Thus, being among
The petitioners, however, failed to specifically deny under oath the genuineness and due
the parties obliged to pay the documentary stamp taxes, the petitioners are estopped from
execution of the actionable documents upon which the Complaint was based
claiming that the documents are inadmissible in evidence for non-payment thereof
RTC: Filtex and Villanueva jointly and severally liable to SIHI
Petitioners questioned the admissibility of these documents rather belatedly, at the appeal stage
even. The rule is well-settled that points of law, theories, issues and arguments not adequately
On appeal to CA, Filtex and Villanueva argued that they have fully paid their indebtedness to brought to the attention of the trial court need not, and ordinarily will not, be considered by a
SIHI and asserting that the letters of credit, sight drafts, trust receipts and comprehensive
reviewing court as they cannot be raised for the first time on appeal because this would be
surety agreement upon which the Complaint is based are inadmissible in evidence
supposedly because of non-payment of documentary stamp taxes as required by the offensive to the basic rules of fair play, justice and due process.
Internal Revesue Code. In addition, Villanueva asserted that the comprehensive surety
agreement which he executed is null and void, inadmissible in evidence and contains material Issue: WON the obligation has been fully paid
alterations. Thus, he claimed that he should not be held solidarily liable with Filtex.
Yes. This Court shall not depart from the findings of the TC and the CA, supported by the
CA: Upheld RTC. Petitioners had in effect, admitted the genuineness and due execution of said preponderance of evidence and unsatisfactorily refuted by the petitioners, as they are
documents because of their failure to have their answers placed under oath, the complaint being
Issue: WON Villanueva should be held to the comprehensive surety agreement
based on actionable documents in line with Section 7, Rule 8 of the Rules of Court. The CA also
ruled that there remained an unpaid balance for which Filtex and Villanueva are solidarily liable.
(MR denied)
Villanueva: comprehensive surety agreement is null and void for lack of consent of Filtex and
FACTS:
SIHI. Also, SIHI materially altered the terms and conditions of the comprehensive surety
agreement by granting Filtex an extension of the period for payment thereby releasing him from
Melecio Severino upon his death, left considerable properties. To end litigation among
his obligation as surety.
heirs, a compromise was effected where defendant Guillermo (son of MS) took over the property
of deceased and agreed to pay installment of 100K to plaintiff (wife of MS) payable first in 40K
Held: The consent of Filtex to the surety may be assumed from the fact that Villanueva was the cash upon execution of document in 3 equal installments. Enrique Echauz became guarantor.
signatory to the sight drafts and trust receipts on behalf of Filtex. Moreover, Filtex admitted the
execution of the comprehensive surety agreement with the only qualification that it was not a
Upon failure to pay the balance, plaintiff filed and action against the defendant and
means to induce SIHI to issue the domestic letters of credit. SIHIs consent to the surety is also Echauz. Enchauz contends that he received nothing from affixing his signature in the document
understood from the fact that it demanded payment from both Filtex and Villanueva. and the contract lacked the consideration as to him.

The extension of time granted to Filtex to pay its obligation did not release Villanueva from his
liability ISSUE: WON there is a consideration for the guaranty?

The neglect of the creditor to sue the principal at the time the debt falls due does not discharge
the surety, even if such delay continues until the principal becomes insolvent

HELD:
The raison detre for the rule is that there is nothing to prevent the creditor from proceeding
against the principal at any time. At any rate, if the surety is dissatisfied with the degree of
activity displayed by the creditor in the pursuit of his principal, he may pay the debt himself and The proof shows that the money claimed in this action has never been paid and is still
become subrogated to all the rights and remedies of the creditor. owing to the plaintiff; and the only defense worth noting in this decision is the assertion on the
part of Enrique Echaus that he received nothing for affixing his signature as guarantor to the
It may not be amiss to add that leniency shown to a debtor in default, by delay permitted by the contract which is the subject of suit and that in effect the contract was lacking in consideration as
to him.
creditor without change in the time when the debt might be demanded, does not constitute an
extension of the time of payment, which would release the surety. In order to constitute an
extension discharging the surety, it should appear that the extension was for a definite period, The guarantor or surety is bound by the same consideration that makes the contract
effective between the principal parties thereto.
pursuant to an enforceable agreement between the principal and the creditor, and that it was
made without the consent of the surety or with a reservation of rights with respect to him. The
contract must be one which precludes the creditor from, or at least hinders him in, enforcing the The compromise and dismissal of a lawsuit is recognized in law as a valuable
principal contract within the period during which he could otherwise have enforced it, and consideration; and the dismissal of the action which Felicitas Villanueva and Fabiola Severino
had instituted against Guillermo Severino was an adequate consideration to support the promise
precludes the surety from paying the debt.
on the part of Guillermo Severino to pay the sum of money stipulated in the contract which is the
subject of this action. The promise of the appellant Echaus as guarantor therefore binding.
Dispositive: Petition denied, CA decision affirmed

It is neither necessary that guarantor or surety should receive any part of the benefit, if
such there be accruing to his principal.
7. Severeino vs. Severino
 Thus, judgment affirmed.