Tupaz v. CA G.R. No. 145578 Nov. 18, 2005 petitioners Jose C. Tupaz IV and Petronila Tupaz respondents CA, and BPI
J. Carpio
summary Jose and Petronila, officers of El Oro, signed trust receipts in behalf of the company, and in
favor of BPI. They were not able to fulfill their obligations under the trust receipts. BPI filed estafa charges against them. They were acquitted but were held solidarily liable with El Oro in the payment of the debt to BPI. Held: Jose and Petronilla are not liable under one trust receipt because they signed it in their capacities as officers of the corporation. But, Jose is liable for the other trust receipt because he signed it in his personal capacity. However, his liability is not solidary with El Oro; he is liable only as guarantor. The solidary guaranty clause makes guarantors signing the trust receipt solidarily liable with each other; it does not operate to make them solidarily liable with the company. But, the suit against Jose still stands because excussion is not a pre-requisite to secure judgment against a guarantor. In fact, excussion can be waived
facts of the case ~ Jose and Petronila Tupaz were Vice-President for Operations and Vice-President/Treasurer, respectively, of El Oro Corporation. El Oro Corporation had a contract with the PH Army to supply the latter with “survival bolos” ~ To finance the purchases of the raw materials for the bolos, the petitioners (on behalf of El Oro) applied with BPI for 2 commercial letters of credit. The letters of credit were in favor of El Oro’s suppliers, Tanchaoco Incorporated and Maresco Corporation. >>> BPI granted the application and issued the letters of credit for P564,871.05 and P294,000.00 to Tanchaoco Incorporated and Maresco Corporation respectively. ~ Simultaneous with the issuance of the letters of credit, the petitioners signed trust receipts in favor of BPI: a) Jose signed in his personal capacity a trust receipt corresponding for the first letter of credit, binding himself to sell the goods and to remit the proceeds to BPI, if sold, or to return the goods, if not sold, on or before 29 December 1981. b) Both petitioners signed in their capacities as officers of El Oro a trust receipt covering the second letter of credit to remit proceeds/return goods by 8 December 1981. ~ Tanchauco Incorporated and Maresco Corp. complied with their obligation and delivered the raw materials to El Oro. BPI then paid the 2 corporations P564, 871.05 and P294,000 accordingly. ~ However, petitioners did not comply with their undertakings under the trust receipts. >>> BPI made several demands for payment but El Oro made partial payments only. Final demand letters were then sent but El Oro replied that it could not fully pay its debt because the AFP had delayed in their payment for the bolos. ~ BPI charged petitioners with estafa under Sec. 13 of the Trust Receipts Law. RTC: petitioners acquitted based on reasonable doubt. However, they are solidarily liable with El Oro for the balance of the principal debt under the trust receipts. CA: affirmed RTC. The trust receipts clearly showed the terms that the petitioners signed the same as surety for the corporation and that they bound themselves directly and immediately liable in case of default without need of demand.
issue What is the nature of liability of petitioners?
ratio To the Bank of the Philippine Islands In consideration of your releasing to ………………………………… under the terms of this Trust Receipt the goods described herein, I/We, jointly and severally, agree and promise to pay to you, on demand, whatever sum or sums of money which you may call upon me/us to pay to you, arising out of, pertaining to, and/or in any way connected with, this Trust Receipt, in the event of default and/or non-fulfillment in any respect of this undertaking on the part of the said 1
……………………………………. I/we further agree that my/our liability in this guarantee shall be DIRECT AND IMMEDIATE, without any need whatsoever on your part to take any steps or exhaust any legal remedies that you may have against the said ……………………………………………. Before making demand upon me/us. (Underlining supplied; capitalization in the original) Jose is personally liable. However, not solidary as lower courts said but only as guarantor. However, respondent bank’s suit against petitioner Jose Tupaz stands despite the Court’s finding that he is liable as guarantor only. First, excussion is not a pre-requisite to secure judgment against a guarantor. The guarantor can still demand deferment of the execution of the judgment against him until after the assets of the principal debtor shall have been exhausted. Second, the benefit of excussion may be waived. Under the trust receipt dated 30 September 1981, petitioner Jose Tupaz waived excussion when he agreed that his “liability in [the] guaranty shall be DIRECT AND IMMEDIATE, without any need whatsoever on xxx [the] part [of respondent bank] to take any steps or exhaust any legal remedies xxx.” The clear import of this stipulation is that petitioner Jose Tupaz waived the benefit of excussion under his guarantee. The solidary guaranty clause makes guarantors signing the trust receipt solidarily liable with each other; it does not operate to make them solidarily liable with the company.
As guarantor, petitioner Jose Tupaz is liable for El Oro Corporation’s principal debt and other accessory liabilities (as stipulated in the trust receipt and as provided by law) under the trust receipt dated 30 September 1981. That trust receipt (and the trust receipt dated 9 October 1981) provided for payment of attorney’s fees equivalent to 10% of the total amount due and an “interest at the rate of 7% per annum, or at such other rate as the bank may fix, from the date due until paid xxx.”
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