G.R. No.

L-29587 November 28, 1975

PHILIPPINE NATIONAL BANK, petitioner,

vs.
LUZON SURETY CO., INC. and THE HONORABLE COURT OF APPEALS, respondent.

Facts:
Augusto R. Villarosa, a sugar planter adhered to the Lopez Sugar Central Milling Company, Inc. applied
for a crop loan with the plaintiff, Philippine National Bank in the amount of P32,400. Villarosa executed
a Chattel Mortgage on standing crops to guarantee the crop loan. Due to its non-payment, PNB filed
complaint on 8 June, 1960 against the planter and against the three (3) bondsmen, Luzon Surety,
Central Surety and Associated Surety. Luzon Surety had filed the bond in the sum of P10,000;
Central Surety in the sum of P20,000 and Associated Surety the bond in the sum of P15,000. Court
of Appeals absolved Luzon Surety Co from liability to petitioner based on the defense of Luzon
Surety thru its witness Jose Arroyo and Exhibits 1 to 3 being 1st that the evidence of the plaintiff did
not establish a cause of action to make Luzon Surety liable and 2ndly, in any case that there had
been material alteration in the principal obligation, if any, guaranteed by it.

An extract from the Surety Bond executed by and between the PNB on one hand and Augusto
Villarosa and respondent Luzon Surety Company, Inc. on the other, is hereby reproduced, viz:

That we Augusto Villarosa of Bacolod City, as principal and Luzon Surety Company,
Inc. a corporation duly organized and existing under and by virtue of the laws of the
Philippines, as surety, are held firmly bound unto Philippine National Bank, Bacolod
City, Philippines, in the sum of Ten Thousand Pesos (P10,000.00) Philippine
Currency, for the payment of which sum, well and truly to be made, we bind
ourselves, our heirs, executors, administrators, successors, and assigns jointly and
severally, firmly by these presents:

The condition of the obligation are as follows:

WHEREAS, the above bounden principal, on the — day of February, 1952, entered
into a crop loan contract with obligee Philippine National Bank, Bacolod Branch of
Bacolod City, Philippines to fully and faithfully —

Comply with all the terms and condition stipulated in said crop loan contract which
are hereby incorporated as essential parts hereof, and principally to meet and pay
from the proceeds of the sugar produced from his Hda. Antonio and Hda. Aliwanay,
Escalante, Occidental Negros credit advances made by the Philippine National Bank
Bacolod Branch not to exceed P32,800 as stated in said contract. Provided further
that the liability under this bond shall not exceed the amount of P10,000.00

WHEREAS, said Philippine National Bank Bacolod Branch requires said principal to
give a good and sufficient bond in the above stated sum to secure the full and faithful
performance on his part of said crop loan contract.

NOW, THEREFORE, if the principal shall well and truly perform and fulfill all the
undertakings, covenants, terms and conditions and agreement stipulated in said crop
loan contract then, this obligation shall be null and void, otherwise it shall remain in
full force and effect.
 xxx xxx xxx

Issue:

Whether or not the Court of Appeals was justified in absolving Luzon Surety Co., Inc., from liability to
petitioner Philippine National Bank.

Held:
SC held that CA did not give credence to an otherwise significant and unrebutted testimony of
petitioner's witness, Romanito Brillantes, that Exhibit B was the only chattel mortgage executed by
Augusto Villarosa evidencing the crop loan contract and upon which Luzon Surety agreed to assume
liability up to the amount of P10,000 by posting the said surety bond. Article 1354 of our New Civil
Code which provides:

Art. 1354.— Although the cause is not stated in the contract., it is presumed that it
exist and is lawful, unless the debtor proves the contrary.

Considering too that Luzon Surety company is engaged in the business of furnishing guarantees, for
a consideration, there is no reason that it should be entitled to a rule of strictissimi juris or a strained
and over-strict interpretation of its undertaking. The presumption indulged in by the law in favor of
guarantors was premised on the fact that guarantees were originally gratuitous obligations, which is
not true at present, at least in the great majority of cases. (Aurelio Montinola vs. Alejo Gatila, et al,
G.R. No L-7558, October 31, 1955).

The principal obligation, therefore, has never been put in issue by then defendant now respondent
Luzon Surety Co., Inc. On the other hand it raised as its defense the alleged material alteration of
the terms and conditions of the contract as the basis of its prayer for release. Even this defense of
respondent Luzon Surety Co., Inc. is untenable under the facts obtaining. As a surety, said bonding
company is charged as an original promissory and is an insurer of the debt. While it is an accepted
rule in our jurisdiction that an alteration of the contract is a ground for release, this alteration, We
stress must be material.

Judgment appealed from is reversed and set aside, reinstating the judgment of the Court of First
Instance holding Luzon Surety liable for the amount of P10,000.00 with the modification that interest
thereon shall be computed at the legal rate from June 8, 1960 when the complaint was filed.
June 30, 1987

G.R. No. L-47369

JOSEPH COCHINGYAN, JR. and JOSE K. VILLANUEVA, petitioners,

vs.
R & B SURETY AND INSURANCE COMPANY, INC., respondent.

Pacific Agricultural Suppliers, Inc. (PAGRICO) applied for and was granted an increase in its line of
credit from P400,000.00 to P800,000.00 (the "Principal Obligation"), with the Philippine National
Bank (PNB). To secure PNB's approval, PAGRICO had to give a good and sufficient bond in the
amount of P400,000.00, representing the increment in its line of credit. In compliance with this
requirement, PAGRICO submitted Surety Bond No. 4765, issued by the respondent R & B Surety
and Insurance Co., Inc. (R & B Surety") in the specified amount in favor of the PNB. In consideration
of R & B Surety's issuance of the Surety Bond, two Identical indemnity agreements were entered
into with R & B Surety: (a) one agreement dated 23 December 1963 was executed by the Catholic
Church Mart (CCM) and by petitioner Joseph Cochingyan, Jr. Under both indemnity agreements, the
indemnitors bound themselves jointly and severally to R & B Surety to pay an annual premium of
P5,103.05 and "for the faithful compliance of the terms and conditions set forth in said SURETY
BOND for a period beginning ... until the same is CANCELLED and/or DISCHARGED."

When PAGRICO failed to comply with its Principal Obligation to the PNB, the PNB demanded
payment from R & B Surety of the sum of P400,000.00, the full amount of the Principal Obligation. R
& B Surety made a series of payments to PNB by virtue of that demand totalling P70,000.00
evidenced by detailed vouchers and receipts.

R & B Surety in turn sent formal demand letters to petitioners Joseph Cochingyan, Jr. and Jose K.
Villanueva for reimbursement of the payments made by it to the PNB and for a discharge of its
liability to the PNB under the Surety Bond. When petitioners failed to heed its demands, R & B
Surety brought suit against Joseph Cochingyan, Jr., Jose K. Villanueva and Liu Tua Ben.

Jose K. Villanueva claimed (i) he had executed the Indemnity Agreement in favor of R & B Surety
only "for accommodation purposes" and that it did not express their true intention; (ii) that the
Principal Obligation of PAGRICO to the PNB secured by the Surety Bond had already been
assumed by CCM by virtue of a Trust Agreement entered into with the PNB, where CCM
represented by Joseph Cochingyan, Jr. undertook to pay the Principal Obligation of PAGRICO to the
PNB; (iii) that his obligation under the Indemnity Agreement was thereby extinguished by novation
arising from the change of debtor under the Principal Obligation.

Issues:

1. whether or not the Trust Agreement had extinguished, by novation, the obligation of R & B Surety
to the PNB under the Surety Bond which, in turn, extinguished the obligations of the petitioners
under the Indemnity Agreements.

2. whether the Trust Agreement extended the term of the Surety Bond so as to release petitioners
from their obligation as indemnitors thereof as they did not give their consent to the execution of the
Trust Agreement.

Held:
1. No.

If subjective novation by a change in the person of the debtor is to occur, it is not enough that the
juridical relation between the parties to the original contract is extended to a third person. It is
essential that the old debtor be released from the obligation, and the third person or new debtor take
his place in the new relation. If the old debtor is not released, no novation occurs and the third
person who has assumed the obligation of the debtor becomes merely a co-debtor or surety or a co-
surety. 8

Applying the above principles to the instant case, it is at once evident that the Trust Agreement does
not expressly terminate the obligation of R & B Surety under the Surety Bond. On the contrary, the
Trust Agreement expressly provides for the continuing subsistence of that obligation by stipulating
that "[the Trust Agreement] shall not in any manner release" R & B Surety from its obligation under
the Surety Bond.

What the trust agreement did was, at most, merely to bring in another person or persons-the
Trustor[s]-to assume the same obligation that R & B Surety was bound to perform under the Surety
Bond. It is not unusual in business for a stranger to a contract to assume obligations thereunder; a
contract of suretyship or guarantee is the classical example. The precise legal effect is the increase
of the number of persons liable to the obligee, and not the extinguishment of the liability of the first
debtor.

2. The Indemnity Agreement speaks of the several indemnitors "apply[ing] jointly and severally (in
solidum) to the R & B Surety] — to become SURETY upon a SURETY BOND demanded by and in
favor of [PNB] in the sum of [P400,000.00] for the faithful compliance of the terms and conditions set
forth in said SURETY BOND — ." This part of the Agreement suggests that the indemnitors
(including the petitioners) would become co-sureties on the Security Bond in favor of PNB. The
record, however, is bereft of any indication that the petitioners-indemnitors ever in fact became co-
sureties of R & B Surety vis-a-vis the PNB. The petitioners, so far as the record goes, remained
simply indemnitors bound to R & B Surety but not to PNB, such that PNB could not have directly
demanded payment of the Principal Obligation from the petitioners. Thus, we do not see how Article
2079 of the Civil Code-which provides in part that "[a]n extension granted to the debtor by the
creditor without the consent of the guarantor extinguishes the guaranty" could apply in the instant
case.

. PNB's undertaking under the Trust Agreement "to hold in abeyance any action to enforce its
claims" against R & B Surety did not extend the maturity of R & B Surety's obligation under the
Surety Bond. The Principal Obligation had in fact already matured, along with that of R &B Surety,
by the time the Trust Agreement was entered into. Petitioner's Obligation had in fact already
matured, for those obligations were to amture "as soon as [R & B Surety] became liable to make
payment of any sum under the terms of the [Surety Bond] — whether the said sum or sums or part
thereof have been actually paid or not." Thus, the situation was that precisely envisaged in Article
2079:

[t]he mere failure on the part of the creditor to demand payment after the debt has become
due does not of itself constitute any extension of the referred to herein.(emphasis supplied)

The theory behind Article 2079 is that an extension of time given to the principal debtor by the
creditor without the surety of his right to pay the creditor and to be immediately subrogated to the
creditor's remedies against the principal debtor upon the original maturity date. The surety is said to
be entitled to protect himself against the principal debtor upon the orginal maturity date. The surety
is said to be entitled to protect himself against the contingency of the principal debtor or the
indemnitors becoming insolvent during the extended period. The underlying rationale is not present
in the instant case. As this Court has held,

merely delay or negligence in proceeding against the principal will not discharge a
surety unless there is between the creditor and the principal debtor a valid and binding
agreement therefor, one which tends to prejudice [the surety] or to deprive it of the power of
obtaining indemnity by presenting a legal objection for the time, to the prosecution of an
action on the original security.12

In the instant case, there was nothing to prevent the petitioners from tendering payment, if they were
so minded, to PNB of the matured obligation on behalf of R & B Surety and thereupon becoming
subrogated to such remedies as R & B Surety may have against PAGRICO.