Reyes v. Pastor G.R. No. 190286
Reyes v. Pastor G.R. No. 190286
Reyes v. Pastor G.R. No. 190286
FACTS To bolster its claim that the promissory notes were issued in
connection with Fereit's obligations, Marbella, together with the
The dispute in this case originated from a Continuing Reyes Group, also presented a document entitled Amendment of
Guaranty4 executed in favor of respondent Bancom by Angel E. Memorandum of Agreement.17 In this instrument, Fereit undertook
Reyes, Sr., Florencio to reimburse Marbella for the ₱2.8 million the latter had paid, and
for all penalties, fees, and charges incurred to obtain additional
Reyes, Jr., Rosario R. Du, Olivia Arevalo, and the two petitioners financing.
herein, Ramon E. Reyes and Clara R. Pastor (the Reyes Group). In
the instrument, the Reyes Group agreed to guarantee the full and THE RTC RULING
due payment of obligations incurred by Marbella under an
Underwriting Agreement with Bancom. These obligations included In a Decision dated 8 April 1991, the RTC held Marbella and the
certain Promissory Notes5 issued by Marbella in favor of Bancom Reyes Group solidarily liable to Bancom. The trial court ordered
on 24 May 1979 for the aggregate amount of ₱2,828,140.32. them to pay the amounts indicated on the Promissory Notes dated
28 February 1980 in the total amount of ₱4,300,247.35 plus
It appears from the records that Marbella was unable to pay back interest computed from 19 May 1981, the date of demand; and to
the notes at the time of their maturity. Consequently, it issued a set pay penalties and attorney's fees as well.18
of replacement Promissory Notes6 on 22 August 1979, this time for
the increased amount of ₱2,901,466.48. It again defaulted on the PROCEEDINGS BEFORE THE CA
payment of this second set of notes, leading to the execution of a
Marbella and the Reyes Group appealed the RTC ruling to the
third set7 for the total amount of ₱3,002,333.84, and finally a fourth
CA.19 They asserted that the trial court erred in disregarding the
set8 for the same amount.
terms of the earlier agreements they had entered into with Bancom
Because of Marbella's continued failure to pay back the loan and Fere it.20 The former also reiterated that the amounts covered
despite repeated demands, Bancom filed a Complaint for Sum of by the Promissory Notes represented additional financing secured
Money with a prayer for damages before the RTC of Makati on 7 from Bancom to fulfill Fereit's obligations. Hence, they said they
July 1981.9 The case, which sought payment of the total sum of cannot be held liable for the payment of those amounts. 21
₱4,300,247.35, was instituted against (a) Marbella as principal
In the course of the proceedings before the CA, Abella Concepcion
debtor; and (b) the individuals comprising the Reyes Group as
Regala & Cruz moved to withdraw its appearance in the case as
guarantors of the loan.
counsel for Bancom.22 The law firm asserted that it had "totally lost
In their defense, Marbella and the Reyes Group argued that they contact" with its client despite serious efforts on the part of the
had been forced to execute the Promissory Notes and the former to get in touch with its officers. 23 The law firm also alleged
Continuing Guaranty against their will. 10 They also alleged that the that it had "received reports that the client has undergone a merger
foregoing instruments should be interpreted in relation to earlier with another entity," thereby making its authority to represent the
contracts pertaining to the development of a condominium project corporation subject to doubt.24
known as Marbella II.11
In a Resolution dated l June 2004, 25 the CA granted the motion
The Marbella II contracts were entered into by Bancom; the Reyes after noting that the copy of a resolution sent to Bancom had been
Group, as owners of the parcel of land to be utilized for the returned to the appellate court unclaimed. The CA held that this
ALEXANDER G. GESMUNDO
Rollo, pp. 111-114; Amendment of Memorandum of Agreement
17
Associate Justice
dated 16 August 1997.
CERTIFICATION
Id. at 29.
18
Id. at 76.
23
2
Id. at 24-39; Decision dated 25 June 2009: penned by CA
Associate Justice Arturo G. Tayag and concurred in by Associate Supplement [to the Motion for Reconsideration dated July 17,
29
Justices Noel G. Tijam (now a Member of this Court) and 2009]; rollo, pp. 64-66.
Norrnandie B. Pizzaro.
Certificate of Corporate Filing/Information dated 14 July
30
3
Id. at 41-42; Resolution dated 9 November 2009. 2009; rollo, p. 67.
4
Id. at 107-110; Continuing Guaranty dated March 1979. Resolution dated 9 November 2009, supra note 3.
31
5
Promissory Notes issued on 24 May 1979; rollo, pp. 83-89. Rollo, p. 268.
32
6
Promissory Notes issued on 22 August 1979; rollo, pp. 90-94. Id. at 269.
33
7
Promissory Notes issued on 27 November 1979; rollo, pp. 95- Resolution dated 19 January 2011; rollo, p. 276.
34
100.
Section 122 provides in relevant part:
35
8
Promissory Notes issued on 28 February 1980; rollo, pp. 101-
106. Section 122. Corporate Liquidation. Every corporation whose
charter expires by its own limitation or is annulled by forfeiture or
9
CA Decision dated 25 June 2009, supra note 2, at 25. otherwise, or whose corporate existence for other purposes is
terminated in any other manner, shall nevertheless be continued as
10
Id. at 28. a body corporate for three (3) years after the time when it would
have been so dissolved, for the purpose of prosecuting and
11
Id. defending suits by or against it and enabling it to settle and close
its affairs. to dispose of and convey its property and to distribute its
See Memorandum
12
of Agreement dated 16 August
assets, but not for the purpose of continuing the business for which
1977; rollo, pp. 43-48; Amendment of Memorandum of
it was established.
Agreement; rollo, pp. 111-114.
At any time during said three (3) years, said corporation is
13
CA Decision dated 25 June 2009, supra note 2, at 28.
authorized and empowered to convey all of its property to trustees
for the benefit of stockholders, members, creditors, and other
Credit Transactions Page 5
persons in interest. From and after any such conveyance by the Metro Manila on the maturity date stated above. Demand and
corporation of its property in trust for the benefit of its Dishonor waived. In case of default in the payment of this Note,
stockholders, members, creditors and others in interests, all interest on the principal sum at the rate of TWELVE (12%) per
interests which the corporation had in the property terminates, the annum shall accrue from the date immediately following due date
legal interest vests in the trustees, and the beneficial interest in the thereof. It is further agreed that if this Note is not paid within
stockholders, members, creditors or other persons in interest. FORTY EIGHT (48) hours from maturity date, the Maker shall
pay a penalty equivalent to percent (20%) of the unpaid balance of
Gelano v. Court of Appeals, 190 Phil. 814 (1981) citing Fisher,
36
this Note and said penalty shall, in addition to the interest on the
1929 ed., p. 386. unpaid principal earn interest at the highest rate permitted by law
from maturity date until fully paid. If this Note is placed in the
See Sumera v. Valencia, 67 Phil. 721 (1939).
37
hands of an attorney for collection, the Maker shall pay as and for
attorney's fees a sum equal to TEN percent (10%) of the principal
Id.
38
and interest then due thereon plus cost of collection in case of suit.
See Gelano v. Court of Appeals, supra note 36; Clemente v.
39 The Maker further agrees that any action accruing from this Note
Court of Appeals, 312 Phil. 823 (1995). shall be instituted in the proper courts of the (sic). (Emphases
supplied)
Supra note 37, at 727.
40
53
The definition of "Guaranteed Obligations" under Section I of
Reburiano v. Court of Appeals, 361 Phil 294 (1999).
41 the Continuing Guaranty (rollo, p. 107) includes "[a]ll the
obligations of the issuer under: (i) the Notes and the Agreement;
Supra note 39.
42
(ii) any and all instruments or documents issued upon the renewal,
extension, amendment or novation of the Notes and the
Id.
43
Agreement, irrespective of whether such obligations as renewed,
extended, amended or novated are in the nature of new, separate or
See Certificate of Corporation Filing/Information dated 14 July
44
additional obligations; (iii) any and all instruments or documents
2009, supra note 30. issued pursuant to the Notes and the Agreement;
1980.
Knecht v. United Cigarette Corp., 433 Phil. 380 (2002); Gelano
46
hereof, to fully and duly pay and perform any or all of the
Supra notes 5, 6, 7, and 8.
50 outstanding Guaranteed Obligations (together with any and all
interests, penalties and other fees and charges thereon accrued and
Section 2 of the Continuing Guaranty (supra note 4, at 107)
51 outstanding), upon demand on the Guarantor.
states: