Before this Court is a Petition for Review on Certiorari
assailing the Decision 1 and Resolution 2 of the Court of Appeals dated June 16, 1994 and April 19, 1995, respectively, affirming the Decision 3 of the Regional Trial Court dated July 23, 1990 which found the petitioners Filipinas Textile Mills, Inc. ("Filtex") and Bernardino Villanueva ("Villanueva") jointly and severally liable to respondent State Investment House, Inc. ("SIHI") for the amount of P7,868,881.11.chanrob1es virtua1 1aw 1ibrary
The antecedent facts are as follows:chanrob1es virtual 1aw library
On December 6, 1985, SIHI instituted a Complaint 4 for the collection of the sum of P3,118,949.75, with interest, penalties, exemplary damages, attorneys fees and costs of suit against herein petitioners Filtex and Villanueva.
In its Complaint, SIHI alleged that sometime in 1983, Filtex applied for domestic letters of credit to finance the purchase of various raw materials for its textile business. Finding the application to be in order, SIHI issued on various dates domestic letters of credit 5 authorizing Indo-Philippine Textile Mills, Inc. ("Indo-Phil"), Texfiber Corporation ("Texfiber"), and Philippine Polyamide Industrial Corporation ("Polyamide") "to value" on SIHI such drafts as may be drawn by said corporations against Filtex for an aggregate amount not exceeding P3,737,988.05.
Filtex used these domestic letters of credit to cover its purchase of various textile materials from Indo-Phil, Texfiber and Polyamide. Upon the sale and delivery of the merchandise, Indo-Phil, Texfiber and Polyamide issued several sight drafts 6 on various dates with an aggregate value of P3,736,276.71 payable to the order of SIHI, which were duly accepted by Filtex. Subsequently, the sight drafts were negotiated to and acquired in due course by SIHI which paid the value thereof to Indo-Phil, Texfiber and Polyamide for the account of Filtex.
Allegedly by way of inducement upon SIHI to issue the aforesaid domestic letters of credit and "to value" the sight drafts issued by Indo-Phil, Texfiber and Polyamide, Villanueva executed a comprehensive surety agreement 7 on November 9, 1982, whereby he guaranteed, jointly and severally with Filtex, the full and punctual payment at maturity to SIHI of all the indebtedness of Filtex. The essence of the comprehensive surety agreement was that it shall be a continuing surety until such time that the total outstanding obligation of Filtex to SIHI had been fully settled.
In order to ensure the payment of the sight drafts aforementioned, Filtex executed and issued to SIHI several trust receipts 8 of various dates, which were later extended with the issuance of replacement trust receipts all dated June 22, 1984, covering the merchandise sold. Under the trust receipts, Filtex agreed to hold the merchandise in trust for SIHI, with liberty to sell the same for SIHI’s account but without authority to make any other disposition of the said goods. Filtex likewise agreed to hand the proceeds, as soon as received, to SIHI "to apply" against any indebtedness of the former to the latter. Filtex also agreed to pay SIHI interest at the rate of 25% per annum from the time of release of the amount to Indo-Phil, Texfiber and Polyamide until the same is fully paid, subject to SIHI’s option to reduce the interest rate. Furthermore, in case of delay in the payment at maturity of the aggregate amount of the sight drafts negotiated to SIHI, said amount shall be subject to two percent (2%) per month penalty charge payable from the date of default until the amount is fully paid.chanrob1es virtua1 1aw 1ibrary
Because of Filtex’s failure to pay its outstanding obligation despite demand, SIHI filed a Complaint on December 6, 1985 praying that the petitioners be ordered to pay, jointly and severally, the principal amount of P3,118,949.75, plus interest and penalties, attorney’s fees, exemplary damages, costs of suit and other litigation expenses.
In its Answer with Counterclaim, 9 Filtex interposed special and affirmative defenses, i.e., the provisions of the trust receipts, as well as the comprehensive surety agreement, do not reflect the true will and intention of the parties, full payment of the obligation, and lack of cause of action. For his part, Villanueva interposed the same special and affirmative defenses and added that the comprehensive surety agreement is null and void and damages and attorney’s fees are not legally demandable. 10 The petitioners, however, failed to specifically deny under oath the genuineness and due execution of the actionable documents upon which the Complaint was based.
On July 23, 1990, the Regional Trial Court of Manila rendered judgment 11 holding Filtex and Villanueva jointly and severally liable to SIHI. Dissatisfied, Filtex and Villanueva filed an Appeal, 12 primarily contending that they have fully paid their indebtedness to SIHI and asserting that the letters of credit, sight drafts, trust receipts and comprehensive surety agreement upon which the Complaint is based are inadmissible in evidence supposedly because of non-payment of documentary stamp taxes as required by the Internal Revenue Code. 13
In its assailed Decision, the Court of Appeals debunked the petitioners’ contention that the letters of credit, sight drafts, trust receipts and comprehensive surety agreement are inadmissible in evidence ruling that the petitioners had "in effect, admitted the genuineness and due execution of said documents because of their failure to have their answers placed under oath, the complaint being based on actionable documents in line with Section 7, Rule 8 of the Rules of Court." 14 The appellate court also ruled that there remained an unpaid balance as of January 31, 1989 of P868,881.11 for which Filtex and Villanueva are solidarily liable. 15
The appellate court denied the petitioners’ Motion for Reconsideration 16 in its Resolution, 17 ruling that the petitioners failed to raise new and substantial matters that would warrant the reversal of its Decision. However, due to certain typographical oversights, the Court of Appeals modified its Decision and stated that the correct unpaid balance as of January 31, 1989 was actually P7,868,881.11, excluding litigation and other miscellaneous expenses and filing fees. 18
In asking this Court to reverse and set aside the aforementioned Decision and Resolution of the Court of Appeals, the petitioners argued that the appellate court should not have admitted in evidence the letters of credit, sight drafts, trust receipts and comprehensive surety agreement for lack of the requisite documentary stamps thereon. They hypothesized that their implied admission of the genuineness and due execution of these documents for failure to specifically deny the same under oath should not be equated with an admission in evidence of the documents and an admission of their obligation. They also maintained that they have fully paid the obligation and, in fact, have made an excess payment in the amount of P415,722.53. In addition, Villanueva asserted that the comprehensive surety agreement which he executed is null and void, inadmissible in evidence and contains material alterations. Thus, he claimed that he should not be held solidarily liable with Filtex.chanrob1es virtua1 1aw 1ibrary
Traversing the allegations in the instant petition, SIHI stated in its Comment 9 that in their respective answers to the complaint, the petitioners expressly admitted the due execution of the letters of credit, sight drafts and trust receipts and their obligation arising from these documents. Having done so, they could no longer question the admissibility of these documents. Moreover, their allegation of inadmissibility of these documents is inconsistent with their defense of full payment. SIHI also reasoned that the documentary stamps, assuming they are required, are for the sole account of Filtex not only because the letters of credit were issued at its instance and application but also because it was the issuer and acceptor of the trust receipts and sight drafts, respectively. As regards the petitioners’ allegation of full payment, SIHI stressed that the appellate court had already resolved this issue in its favor by ruling that there remained an unpaid balance of P7,868,881.11 as of January 31, 1989 for which the petitioners were held solidarily liable. Besides, by quoting substantial portions of their appellants’ Brief in the instant petition, the petitioners merely repeated the issues that have already been passed upon by the appellate court. Finally, SIHI asserted the validity and admissibility of the comprehensive surety agreement.
The threshold issue in this case is whether or not the letters of credit, sight drafts, trust receipts and comprehensive surety agreement are admissible in evidence despite the absence of documentary stamps thereon as required by the Internal Revenue Code. 20
We rule in the affirmative. As correctly noted by the respondent, the Answer with Counterclaim 21 and Answer, 22 of Filtex and Villanueva, respectively, did not contain any specific denial under oath of the letters of credit, sight drafts, trust receipts and comprehensive surety agreement upon which SIHI’s Complaint 23 was based, thus giving rise to the implied admission of the genuineness and due execution of these documents. Under Sec. 8, Rule 8 of the Rules of Court, when an action or defense is founded upon a written instrument, copied in or attached to the corresponding pleading as provided in the preceding section, the genuineness and due execution of the instrument shall be deemed admitted unless the adverse party, under oath, specifically denies them, and sets forth what he claims to be the facts.
In Benguet Exploration, Inc. v. Court of Appeals, 24 this Court ruled that the admission of the genuineness and due execution of a document means that the party whose signature it bears admits that he voluntarily signed the document or it was signed by another for him and with his authority; that at the time it was signed it was in words and figures exactly as set out in the pleading of the party relying upon it; that the document was delivered; and that any formalities required by law, such as a seal, an acknowledgment, or revenue stamp, which it lacks, are waived by him.
Moreover, under Section 173 of the Internal Revenue Code the liability for payment of the stamp taxes is imposed on "the person making, signing, issuing, accepting, or transferring" the document. As correctly pointed out by SIHI, Filtex was the issuer and acceptor of the trust receipts and sight drafts, respectively, while the letters of credit were issued upon its application. On the other hand, Villanueva signed the comprehensive surety agreement. Thus, being among the parties obliged to pay the documentary stamp taxes, the petitioners are estopped from claiming that the documents are inadmissible in evidence for non-payment thereof.chanrob1es virtua1 1aw 1ibrary
Interestingly, the petitioners questioned the admissibility of these documents rather belatedly, at the appeal stage even. Their respective answers 25 to SIHI’s Complaint were silent on this point. The rule is well-settled that points of law, theories, issues and arguments not adequately brought to the attention of the trial court need not, and ordinarily will not, be considered by a reviewing court as they cannot be raised for the first time on appeal because this would be offensive to the basic rules of fair play, justice and due process. 26
Hence, the petitioners can no longer dispute the admissibility of the letters of credit, sight drafts, trust receipts and comprehensive surety agreement. However, this does not preclude the petitioners from impugning these documents by evidence of fraud, mistake, compromise, payment, statute of limitations, estoppel and want of consideration. 27
This brings us to the petitioners’ contention that they have already fully paid their obligation to SIHI and have, in fact, overpaid by P415,722.53. This matter is purely a factual issue. In Fortune Motors (Phils.) Corporation v. Court of Appeals, 28 it was held that "the jurisdiction of this Court in cases brought before it from the Court of Appeals under Rule 45 of the Rules of Court is limited to reviewing or revising errors of law. It is not the function of this Court to analyze or weigh evidence all over again unless there is a showing that the findings of the lower court are totally devoid of support or are glaringly erroneous as to constitute serious abuse of discretion. Factual findings of the Court of Appeals are conclusive on the parties and carry even more weight when said court affirms the factual findings of the trial court." 29
It should be noted that the issue of overpayment as well as the proof presented by the petitioners on this point merely rehash those submitted before the Court of Appeals. The appellate court affirmed the trial court and passed upon this issue by exhaustively detailing the amounts paid as guaranty deposit, the payments made and the balance due for every trust receipt. This Court shall not depart from the findings of the trial court and the appellate court, supported by the preponderance of evidence and unsatisfactorily refuted by the petitioners, as they are.
As a final issue, Villanueva contended that the comprehensive surety agreement is null and void for lack of consent of Filtex and SIHI. He also alleged that SIHI materially altered the terms and conditions of the comprehensive surety agreement by granting Filtex an extension of the period for payment thereby releasing him from his obligation as surety. We find these contentions specious.chanrob1es virtua1 1aw 1ibrary
In the first place, the consent of Filtex to the surety may be assumed from the fact that Villanueva was the signatory to the sight drafts and trust receipts on behalf of Filtex. 30 Moreover, in its Answer with Counterclaim, 31 Filtex admitted the execution of the comprehensive surety agreement with the only qualification that it was not a means to induce SIHI to issue the domestic letters of credit. Clearly, had Filtex not consented to the comprehensive surety agreement, it could have easily objected to its validity and specifically denied the same. SIHI’s consent to the surety is also understood from the fact that it demanded payment from both Filtex and Villanueva.
As regards the purported material alteration of the terms and conditions of the comprehensive surety agreement, we rule that the extension of time granted to Filtex to pay its obligation did not release Villanueva from his liability. As this Court held in Palmares v. Court of Appeals. 32
"The neglect of the creditor to sue the principal at the time the debt falls due does not discharge the surety, even if such delay continues until the principal becomes insolvent . . .
The raison d’etre for the rule is that there is nothing to prevent the creditor from proceeding against the principal at any time. At any rate, if the surety is dissatisfied with the degree of activity displayed by the creditor in the pursuit of his principal, he may pay the debt himself and become subrogated to all the rights and remedies of the creditor.
It may not be amiss to add that leniency shown to a debtor in default, by delay permitted by the creditor without change in the time when the debt might be demanded, does not constitute an extension of the time of payment, which would release the surety. In order to constitute an extension discharging the surety, it should appear that the extension was for a definite period, pursuant to an enforceable agreement between the principal and the creditor, and that it was made without the consent of the surety or with a reservation of rights with respect to him. The contract must be one which precludes the creditor from, or at least hinders him in, enforcing the principal contract within the period during which he could otherwise have enforced it, and precludes the surety from paying the debt." 33
Lastly, with regard to Villanueva’s assertion that the 25% annual interest to be paid by Filtex in case it failed to pay the amount released to suppliers was inserted by SIHI without his consent, suffice it to say that the trust receipts bearing the alleged insertion of the 25% annual fee are countersigned by him. His pretension of lack of knowledge and consent thereto is obviously contrived.
In view of the foregoing, we find the instant petition bereft of merit.
WHEREFORE, premises considered, the petition is DENIED and the assailed Decision and Resolution of the Court of Appeals concurring with the decision of the trial court are hereby AFFIRMED. Costs against the petitioners..
Bellosillo, Quisumbing Austria-Martinez and Callejo, Sr., JJ.
, concur.chanrob1es virtua1 1aw 1ibrary
1. Rollo, pp. 34–50. Penned by Associate Justice Bernardo Ll. Salas, with Associate Justices Alfredo L. Benipayo and Buenaventura J. Guerrero, concurring.
2. Id. at 53–54.
3. Id. at 55–57.
4. Records, Civil Case No. 85-33881, pp. 1–9.
5. Id. at 10–17.
6. Id. at 18–25.
7. Id. at 27–30.
8. Id. at 31–42.
9. Id. at 58–63.
10. Id. at 93–96
11. Supra, note 1 at 55–57.
12. Id. at 59–90.
13. Sec. 173.
14. Supra, note 1 at 48.
15. Id. at 50
16. Records, C.A. G.R No. 28794, pp. 189–194.
17. Supra, note 2.
18. Supra, note 1 at 54.
19. Id. at 93–134.
20. "Sec. 173. Stamp taxes upon documents, instruments, and papers. — Upon documents, instruments, and papers, and upon acceptances, assignments, sales, and transfers of the obligation, right, or property incident thereto, there shall be levied, collected and paid for, and in respect of the transaction so had or accomplished, the corresponding documentary stamp taxes prescribed in the following sections of this Title, by the person making, signing, issuing, accepting, or transferring the same, wherever the document is made, signed, issued, accepted or transferred when the obligation or right arises from Philippine sources or the property is situated in the Philippines and at the same time such act is done or transaction had; Provided, That whenever one party to the taxable document enjoys exemption from the tax herein imposed, the other party thereto who is not exempt shall be the one directly liable for the tax."cralaw virtua1aw library
x x x
"Sec. 201. Effect of failure to stamp taxable document. — An instrument, document, or paper which is required by law to be stamped and which has been signed, issued, accepted, or transferred without being duly stamped, shall not be recorded, nor shall it or any copy thereof or any record of transfer of the same be admitted or used in evidence in any court until the requisite stamp or stamps shall have been affixed thereto and cancelled." (National Internal Revenue Code)
21. Supra, note 4 at 58–63.
22. Id. at 93–96.
23. Supra, note 4.
24. G.R. No. 117434, 9 February 2001, 351 SCRA 445, citing Hibberd v. Rhode, 32 Phil. 476; Heirs of Amparo del Rosario v. Aurora Santos, Et Al., 194 Phil. 670.
25. Supra, notes 9 and 10.
26. PAL v. NLRC, 328 Phil. 814.
27. Republic of the Philippines v. Court of Appeals, 357 Phil. 174.
28. 335 Phil. 315.
29. Id. at 330.
30. Supra, note 4 at 18–25, 31–42.
31. Supra, note 9 at 59.
32. 351 Phil. 664.
33. Id. at 686–687.