Case Summary (G.R. No. 74336)
Background and Relationship
The facts reveal that on February 28, 1977, Intertrade's Board of Directors authorized Aguenza and Arrieta to apply for and open credit lines with Metrobank. This led to a series of trust receipts executed between May and June 1977, totaling P562,443.46. The crucial agreement for this case is the Continuing Suretyship Agreement executed on March 14, 1977, wherein Aguenza and Arrieta agreed to jointly and severally guarantee all debts incurred by Intertrade, limited to P750,000.
Loan Default and Proceedings
On March 21, 1978, Arrieta and Lilia Perez obtained a loan of P500,000 from Metrobank, which they subsequently defaulted on. Metrobank pursued legal action against Intertrade and the individuals involved, initially absolving Aguenza from liability. However, this decision was appealed by the respondents, leading to the Court of Appeals holding Aguenza liable as a surety.
Court of Appeals Decision
The Court of Appeals found the loan to be a corporate liability of Intertrade, thus implicating Aguenza under the Continuing Suretyship Agreement. The appellate court’s reasoning included the interpretation of Intertrade’s admissions of liability for the loan, despite it being seen as an obligation solely incurred by Arrieta and Perez as individuals.
Supreme Court Findings
The Supreme Court addressed the petitioner's contention that the appellate court misapplied the law regarding corporate liability and the conditions of the suretyship agreement. The Court ruled that the stated admissions of liability by Intertrade's counsel were taken out of context and did not inherently bind the corporation to the loan obligation due to lack of proper authorization from the Board of Directors.
Analysis of Suretyship Agreement
The Supreme Court emphasized that a suretyship cannot be presumed and must be express regarding its coverage and obligations. Since the promissory note related to the loan was signed only by Arrieta and Lilia Perez, and not authorized through a corporate act, it did not obligate Aguenza under the Continuing Suretyship Agreement. The Court noted that the agreement, described as a “Continuing Suretyship,” was designed to cover obligations existing at its signing and those arising thereafter, but it specifically referenced
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Case Background
- This case involves a petition for review on certiorari filed by J. Antonio Aguenza against Metropolitan Bank & Trust Company (Metrobank), Vitaliado P. Arrieta, Lilia Perez, Patricio Perez, and the Intermediate Appellate Court.
- The core issue is whether Aguenza is liable under a Continuing Surety Agreement for a loan taken by Arrieta and Lilia Perez on behalf of Intertrade, a corporation where Aguenza serves as President.
Facts of the Case
- On February 28, 1977, Intertrade's Board of Directors authorized Aguenza and Arrieta to open credit lines with Metrobank.
- Aguenza and Arrieta signed several trust receipts totaling P562,443.46, with Intertrade as entrustee and Metrobank as the entruster.
- A Continuing Suretyship Agreement was executed on March 14, 1977, binding Aguenza and Arrieta to pay any obligations incurred by Intertrade, not exceeding P750,000.
- On March 21, 1978, Arrieta and Lilia Perez obtained a P500,000 loan from Metrobank, signing a Promissory Note that required repayment in 25 installments.
- Default on the loan led Metrobank to sue Intertrade and the individual respondents, resulting in a trial court decision that absolved Aguenza from liability.