7/31/2019 Mendoza M_Astro Electronics v Philguarantee

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Astro Electronics v Philguarantee

Facts:

Astro made several loans to Philtrust amounting to P3,000,000.00 with interest and secured by threepromissory notes dated Dec 14, 1981 for P600,000.00, Dec 14, 1981 for P400,000.00 and Aug 27, 1981for P2,000,000.00. In each of PN Roxas signed twice, as President of Astro and in his personal capacity.Aside from the PNs, Roxas also signed a Continuing Suretyship Agreement in favor of Philtrust Bank, asPresident of Astro and as surety. Thereafter, Philguarantee, with the consent of Astro, guaranteed infavor of Philtrust the payment of 70% of Astros loan subject to the condition that upon payment byPhilguanrantee of said amount, it shall be proportionally subrogated to the rights of Philtrust againstAstro. Astro failed to pay its loan obligations, despite demands, so Philguarantee paid 70% of theguaranteed loan to Philtrust. Subsequently, Philguarantee filed against Astro and Roxas a complaint forsum of money. Roxas then disclaimed any liability on the instruments, alleging, that he merely signedthe same in blank and the phrases in his personal capacity and in his official capacity werefraudulently inserted without his knowledge.

RTC ruled in favor of Philguarantee and ordered that Roxas & Astro to pay , solidarily PhilguranteeP3,621.187.52 which include interest and penalty charges; CA affirmed hence this certiorari.

Issue/Held:W/N Roxas should be solidarily liable with Astro for the sum awarded by RTC to Philguarantee? YES

Ratio:The 3 PN provide: I/We jointly, severally and solidarily, promise to pay to PHILTRUST BANK ororder...this instrument when signed by two or more persons, makes them solidarily liable. Also, thephrase joint and several binds the makers jointly and individ ually to the payee so that all may be suedtogether for its enforcement, or the creditor may select one or more as the object of the suit having

signed under such terms, Roxas assumed the solidary liability of a debtor and Philtrust Bank may chooseto enforce the notes against him alone or jointly with Astro.

Roxas may not deny his liability by simply claiming that the phrases in his personal capacity and in hisofficial capacity was inserted without his knowledge. Being the President of Astro it is reasonablypresumed that he takes care of his concerns. It devolves upon him to ovecome the presumptions. Asidefrom his self-serving allegations, Roxas failed to prove the truth of such allegations nor did he explainedwhy he signed the PN twice so presumptions prevail over his claims. Notably he executed these PN on 2diff dates and also executed a continuing suretyship agreement which was also signed twice by Roxas.

Lastly, Philguarantee has all the right to proceed against petitioner, it is subrogated to the rights of Philtrust to demand for and collect payment from both Roxas and Astro since it already paid 70% of

petitioner s loan obligation. In compliance with its contract of Guarantee in favor of Philtrust. Roxasacquiescence is not necessary for subrogation1 to take place because the instant case is one of the legal

1 Subrogation is the transfer of all the rights of the creditor to a third person, who substitutes him in all his rights. It mayeither be legal or conventional. Legal subrogation is that which takes place without agreement but by operation of law becauseof certain acts. Instances of legal subrogation are those provided in Article 1302 of the Civil Code. Conventional subrogation, onthe other hand, is that which takes place by agreement of the parties.

7/31/2019 Mendoza M_Astro Electronics v Philguarantee

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subrogation that occurs by operation of law, and without need of the debtors knowledge . Moreover,Philguarantee, as guarantor, became the transferee of all the rights of Philtrust as against Roxas andAstro because the guarantor who pays is subrogated by virtue thereof to all the rights which thecreditor had against the debtor.