Agro interposed the defense of novation.

They insisted that there

12. AGRO CONGLOMORATES VS. CA was a valid substitution of debtor; that Wonderland shall be
(G.R. No. 117660. December 18, 2000) responsible for the payment.

Trial Court held that Agro should be liable. The agreement to turn
DOCTRINE: Novation is never presumed, it must be clearly and
over the farmland did not materialize, there is no sale of the land.
unequivocally shown. 1291
Hence, Wonderland is not answerable.
FACTS
Agro failed to file a third-party complaint and failed to pay and
Agro Conglomorates entered into a memorandum of agreement and comply with the promissory notes.
sold two (2) parcels of land to Wonderland Food Industries Inc.
ISSUE
The vendor, vendee and the respondent bank Regent Savings &
Loan Bank executed an addendum to the previous MOA WON there was novation by substitution of the debtor? NO.
o New arrangement pertained to the revision of settlement of
the initial payments HELD
o Vendee instead of paying the amount of P1,360,000 in
cash, hereby authorizes the vendor to obtain loan from a The Supreme Court ruled in favor of Regent Bank.
loan association
o While the loan will be secured in the name of vendor, the There was no novation by substitution of debtor because there was
vendee will be paying the proceeds including interests and no prior obligation which was substituted by a new contract.
charges
It will be noted that the promissory notes, which bound the
Addendum was not notarized petitioners to pay, were executed after the addendum.

Petitioner Mario Soriano signed several promissory notes payable to The addendum modified the contract of sale, not the stipulations in
the resp. bank the promissory notes which pertain to the surety contract.

Bank released the proceeds of the loan to Agro. Agro failed to meet
their obligation. Bank gave Pet. an opportunity to settle their account WHO WON? CA/REGENT BANK
by extending payment due dates

Mario Soriano (Agro) wants to re-structure the loan agreement, but

did not show up nor submit formal request
Regent filed three (3) separate complaints before RTC in collection
of sum of money