Security Bank vs. Cuenca

SECURITY BANK AND TRUST COMPANY, INC., petitioner, vs. RODOLFO M. CUENCA, respondent.
GR. No. 138544/October 3, 2000
FACTS ISSUE RULLING

 Defendant-appellant STA. INES. Melale Corporation FIRST ISSUE The Petition has no merit.
(Sta. Ines) is a corporation engaged in logging
operations. It was a holder of a Timber License W/N the 1989 Loan Agreement novated the First Issue: Original Obligation Extinguished by
Agreement issued by (‘DENR’) original credit accommodation and Cuenca’s Novation
liability under the Indemnity Agreement; and
 10 November 1980, (Petitioner) Security Bank and An obligation may be extinguished by novation, pursuant
Trust Co. granted (Appellant) STA. INES. a credit line in SECOND ISSUE
to Article 1292 of the Civil Code,
the amount of P8M to assist the latter in meeting the
additional capitalization requirements of its logging W/N Cuenca waived his right to be notified of and
to give consent to any substitution, renewal, ART. 1292. In order that an obligation may be extinguished by
operations.
extension, increase, amendment, conversion or another which substitute the same, it is imperative that it be so
declared in unequivocal terms, or that the old and the new
 Mr. Cuenca executed an (Indemnity Agreement -holds revival of the said credit accommodation. As
obligations be on every point incompatible with each other.”
a business or company harmless' for any burden, loss, or preliminary matters, the procedural questions
damage.) in favor of STA. INES. whereby he solidarily raised by respondent will also be addressed.
bound himself with STA. INES. as follows: Novation of a contract is never presumed.
Requisites
Rodolfo M. Cuenca hereby binds himself jointly and severally with
(1) there is a previous valid obligation;
the client STA. INES. in favor of the bank for the payment, upon
demand and without the benefit of excussion of whatever amount (2) (2) the parties concerned agree to a new contract;
the client may be indebted to the bank by virtue of aforesaid credit (3) the old contract is extinguished; and
accommodation(s) including the substitutions, renewals, (4) there is a valid new contract.
extensions, increases, amendments, conversions and revivals of the
aforesaid credit accommodation(s).
Petitioner contends that there was no absolute
 Sometime in 1985, Cuenca resigned as President and incompatibility between the old and the new obligations,
Chairman of the Board of Directors of STA. INES. and that the latter did not extinguish the earlier one
Subsequently, the shareholdings of Cuenca in STA. INES.
Clearly, the requisites of novation are present in this case.
 Subsequently, appellant STA. INES. repeatedly availed of Since the 1989 Loan Agreement had extinguished the
its credit line and obtained six (6) other loan[s] from original credit accommodation, the Indemnity
SECURITY BANK in the aggregate amount of P6.3M, STA. Agreement, an accessory obligation, was necessarily
INES. executed Promissory Notes to cover the said extinguished also, pursuant to Article 1296 When the
amounts. principal obligation is extinguished in consequence
of a novation, accessory obligations may subsist
 However, encountered difficulty in making the only insofar as they may benefit third persons who
amortization payments on its loans and requested
did not give their consent.
SECURITY BANK for a complete restructuring of its
indebtedness, SECURITY BANK accommodated STA.
INES. ’s request and signified its approval without notice Alleged Extension
to or the prior consent of Cuenca, agreed to restructure 1989 Loan Agreement expressly stipulated that its
the past due obligations of STA. INES. purpose was to “liquidate,” not to renew or extend, the
outstanding indebtedness.
 To formalize their agreement to restructure the loan Second Issue: Alleged Waiver of Consent
obligations of defendant-appellant Sta. Ines, Security
Bank and STA. INES. executed a Loan Agreement dated Respondent’s consent or waiver thereof is allegedly
31 October 1989 Section 1.01 of the said Loan Agreement found in the Indemnity Agreement
dated 31 October 1989.
Continuing Surety
 Appellant STA. INES. defaulted in the payment of its
That the Indemnity Agreement is a continuing surety
restructured loan obligations to [Petitioner] SECURITY does not authorize the bank to extend the scope of the
BANK despite demands made upon appellant STA. INES. principal obligation inordinately .
and CUENCA, through letter.
Dino ruling provided that “each suretyship is a
 Appellants individually and collectively refused to pay continuing one which shall remain in full force and
the SECURITY BANK. effect until this bank is notified of its r evocation.”
 SECURITY BANK filed a complaint for collection of sum Special Nature of the JSS
of money on 14 June 1993.
 First, in case of default, the creditor ’ s recourse,
 CA ruled that the 1989 Loan Agreement had novated which is normally limited to the corporate
(Replaced with new Contract) the 1980 credit properties under the veil of separate corporate
accommodation earlier granted by the bank to STA. personality , would extend to the personal assets
INES. Accordingly, such novation extinguished the of the surety .
Indemnity Agreement, by which Cuenca, who was
then the board chairman and president of Sta. Ines,  Second, such surety would be compelled to
had bound himself solidarily liable for the payment ensure that the loan would be used for the
of the loans secured by that credit accommodation. purpose agreed upon, and that it would be paid by
It noted that the 1989 Loan Agreement had been the corporation.
executed without notice to, much less consent from,
Cuenca who at the time was no longer a stockholder  The Court said that the 1989 Loan Agreement
of the corporation. extinguished by novation. Hence, the Indemnity
Agreement, which had been an accessory to the
Under Article 2079 of the Civil Code, such extension 1980 credit accommodation, was also
extinguished the surety. extinguished.
 Petitioner assails the Decision of CA that Cuenca is  The court rejected petitioner ’ s submission that
RELEASED from liability to pay respondent waived his right to be notified of, or to give
 Mr. Cuenca’s counterclaim is hereby DISMISSED for lack consent to, any modification or extension of the 1980
of merit. credit accommodation.
 CA denied petitioner’s Motion for Reconsideration. WHEREFORE, the Petition is DENIED and the assailed
Decision AFFIRMED. Costs against petitioner.
 Modified by the CA was the Decision (RTC) ordering
STA. INES. and Cuenca to pay, jointly and severally,
plaintiff Security Bank & Trust Company the sum of
P39.9M representing the balance of the loan as of May 10,
1994 plus 12% interest per annum until fully paid, and
the sum of P100K as attorney’s fees and litigation
expenses and to pay the costs.

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SECURITY BANK AND TRUST COMPANY, INC., petitioner, vs. RODOLFO M. CUENCA, respondent.

GR. No. 138544/October 3, 2000

FACTS ISSUE RULLING

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