Title
Philippine Blooming Mills Inc. vs. Court of Appeals
Case
G.R. No. 142381
Decision Date
Oct 15, 2003
A surety's solidary liability for corporate obligations under a Deed of Suretyship remains enforceable despite the principal debtor's SEC rehabilitation, with computed interest and reduced attorney’s fees.
A

Case Digest (G.R. No. 142381)

Facts:

  • Parties and Proceedings
    • Petitioners: Philippine Blooming Mills, Inc. (PBM) and Alfredo Ching; Respondents: Court of Appeals (CA) and Traders Royal Bank (TRB).
    • TRB extended credit accommodations to PBM; Ching signed a Deed of Suretyship (21 July 1977) as primary obligor.
    • PBM defaulted; filed suspension of payments with the Securities and Exchange Commission (SEC) on 1 April 1982; SEC placed PBM under rehabilitation.
    • TRB sued PBM and Ching in the Regional Trial Court (RTC) on 13 May 1983 for unpaid obligations; RTC dismissed PBM for SEC receivership but held Ching solidarily liable; CA reversed, dismissing Ching; Supreme Court (in Traders Royal Bank v. CA) reversed CA and held Ching personally liable.
  • Credit Transactions and Security Instruments
    • Letters of Credit and Trust Receipts
      • LC No. 479 AD (US$591,043) covered by Trust Receipt No. 106; LC No. 563 AD (US$155,460.34) covered by Trust Receipt No. 113.
      • Ching executed separate Undertakings for each trust receipt, promising payment on demand and attorney’s fees.
    • Trust Loan
      • P3,500,000 trust loan (27 April 1981) evidenced by a notarized Promissory Note: 18% interest per annum; 2% penalty interest; 10% attorney’s fees; co-maker: Ching.
    • Deed of Suretyship (21 July 1977)
      • Ching bound himself “as primary obligor” for PBM’s indebtedness up to P10,000,000, covering “amounts … now be indebted or may hereafter become indebted.”
      • Solidary, direct, immediate liability; waiver of notices; 10% attorney’s fees on unpaid principal and interest.
  • Trial and Appellate Findings
    • RTC (31 August 1992) held Ching liable for P19,333,558.16 (principal, interest, penalty) plus 5% attorney’s fees.
    • CA (16 July 1999) affirmed but reduced liability to P15,773,708.78 with 12% legal interest per annum.
    • Supreme Court’s present review modifies the amount but reaffirms liability.

Issues:

  • Does the 1977 Deed of Suretyship cover credit accommodations contracted by PBM after its execution?
  • Is Ching’s personal liability limited to the amount of PBM’s secured debts approved under the SEC rehabilitation plan?
  • Did TRB’s taking possession of goods under the trust receipts discharge Ching from liability?

Ruling:

  • (Subscriber-Only)

Ratio:

  • (Subscriber-Only)

Doctrine:

  • (Subscriber-Only)

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