Case Digest (G.R. No. 93073)
Facts:
In Republic Planters Bank v. Court of Appeals and Fermin Canlas, decided on December 21, 1992 under G.R. No. 93073, Republic Planters Bank (plaintiff) extended export advances and letters of credit/trust receipts accommodations to Worldwide Garment Manufacturing, Inc., later renamed Pinch Manufacturing Corporation by Board Resolution No. 1 of August 1, 1979. Its President/COO Shozo Yamaguchi and Treasurer Fermin Canlas were authorized to execute promissory notes for these credits. The bank prepared nine uniform printed notes (Exhibits A to I), each reciting an unconditional “joint and several” promise to pay specified sums plus interest, bearing the signatures of Yamaguchi and Canlas with the typewritten legend “and (in) his personal capacity.” On February 5, 1982, the bank sued Pinch Manufacturing Corporation, Yamaguchi, and Canlas for sums due under these notes, including attorney’s fees and penalty charges. The Regional Trial Court (Branch LX, Manila) rendered judgment on JunCase Digest (G.R. No. 93073)
Facts:
- Parties and authorization
- Republic Planters Bank (plaintiff) vs. Pinch Manufacturing Corporation (formerly Worldwide Garment Manufacturing, Inc.), Shozo Yamaguchi (President/COO) and Fermin Canlas (Treasurer).
- By Board Resolution No. 1 (Aug. 1, 1979), Yamaguchi and Canlas were authorized to secure credit facilities (export advances, letters of credit/trust receipts) from the bank.
- Promissory notes issued
- Nine promissory notes (Exhibits A–I) in uniform printed form, with blank spaces for date, amount, interest rate and maturity, completed by the bank before presentation.
- Each note bore the signatures of Yamaguchi and Canlas above their printed names, with the typewritten phrase “and (in) his personal capacity” below; Exhibits C, D and F also bore a rubber‐stamp of the corporate name.
- Procedural history
- On Feb. 5, 1982, the bank filed suit (Civil Case No. 82-5448) against Worldwide Garment Mfg., Inc., et al., later amending to substitute Pinch Manufacturing Corporation. Only Canlas answered; Pinch and Yamaguchi defaulted.
- RTC, Branch LX (June 20, 1985) rendered a joint and several judgment against Pinch, Yamaguchi and Canlas for the principal amounts under Exhibits A–I with 16% interest per annum, P100,000 attorney’s fees, 3% penalty and 1% service charge.
- Court of Appeals (CA G.R. CV No. 07302) affirmed the RTC decision except that it absolved Canlas of liability and reduced the interest rate to 12%.
Issues:
- Is Fermin Canlas solidarily liable as co-maker of the nine promissory notes?
- Does a corporate name change from Worldwide Garment Manufacturing, Inc. to Pinch Manufacturing Corporation extinguish the original corporation’s liabilities?
- Were the notes “delivered in blank” such that Canlas may avoid liability under Sec. 14 of the Negotiable Instruments Law?
- What is the proper interest rate on the notes and does the Usury Law ceiling apply?
Ruling:
- (Subscriber-Only)
Ratio:
- (Subscriber-Only)
Doctrine:
- (Subscriber-Only)