G.R. No. 143382 - SECURITY BANK and TRUST COMPANY vs MAR TIERRA CORPORATION, ET AL.
[G.R. NO. 143382 : November 29, 2006]
SECURITY BANK and TRUST COMPANY, Petitioner, v. MAR TIERRA CORPORATION, WILFRIDO C. MARTINEZ, MIGUEL J. LACSON and RICARDO A. LOPA, Respondents.
D E C I S I O N
May the conjugal partnership be held liable for an indemnity agreement entered into by the husband to accommodate a third party?cralawlibrary
This issue confronts us in this Petition for Review on Certiorari assailing the November 9, 1999 decision1 of the Court of Appeals (CA) in CA-G.R. CV No. 48107.
On May 7, 1980, respondent Mar Tierra Corporation, through its president, Wilfrido C. Martinez, applied for a
P12,000,000 credit accommodation with petitioner Security Bank and Trust Company. Petitioner approved the application and entered into a credit line agreement with respondent corporation. It was secured by an indemnity agreement executed by individual respondents Wilfrido C. Martinez, Miguel J. Lacson and Ricardo A. Lopa who bound themselves jointly and severally with respondent corporation for the payment of the loan.
On July 2, 1980, the credit line agreement was amended and increased to
P14,000,000. Individual respondents correspondingly executed a new indemnity agreement in favor of the bank to secure the increased credit line.
On September 25, 1981, respondent corporation availed of its credit line and received the sum of
P9,952,000 which it undertook to pay on or before November 30, 1981. It was able to pay P4,648,000 for the principal loan and P2,729,195.56 for the interest and other charges. However, respondent corporation was not able to pay the balance as it suffered business reversals, eventually ceasing operations in 1984.
Unable to collect the balance of the loan, petitioner filed a complaint for a sum of money with a prayer for preliminary attachment against respondent corporation and individual respondents in the Regional Trial Court (RTC) of Makati, Branch 66. It was docketed as Civil Case No. 3947.
Subsequently, however, petitioner had the case dismissed with respect to individual respondents Lacson and Lopa,2 leaving Martinez as the remaining individual respondent.
On August 10, 1982, the RTC issued a writ of attachment on all real and personal properties of respondent corporation and individual respondent Martinez. As a consequence, the conjugal house and lot of the spouses Wilfrido and Josefina Martinez in Barrio Calaanan, Caloocan City covered by Transfer Certificate of Title (TCT) No. 49158 was levied on.
The RTC rendered its decision3 on June 20, 1994. It held respondent corporation and individual respondent Martinez jointly and severally liable to petitioner for
P5,304,000 plus 12% interest per annum and 5% penalty commencing on June 21, 1982 until fully paid, plus P10,000 as attorney's fees. It, however, found that the obligation contracted by individual respondent Martinez did not redound to the benefit of his family, hence, it ordered the lifting of the attachment on the conjugal house and lot of the spouses Martinez.
Dissatisfied with the RTC decision, petitioner appealed to the CA but the appellate court affirmed the trial court's decision in toto. Petitioner sought reconsideration but it was denied. Hence, this petition.
Petitioner makes two basic assertions: (1) the RTC and CA erred in finding that respondent corporation availed of
P9,952,000 only from its credit line and not the entire P14,000,000 and (2) the RTC and CA were wrong in ruling that the conjugal partnership of the Martinez spouses could not be held liable for the obligation incurred by individual respondent Martinez.
We uphold the CA.
Factual findings of the CA, affirming those of the trial court, will not be disturbed on appeal but must be accorded great weight.4 These findings are conclusive not only on the parties but on this Court as well.5
The CA affirmed the finding of the RTC that the amount availed of by respondent corporation from its credit line with petitioner was only
P9,952,000. Both courts correctly pointed out that petitioner itself admitted this amount when it alleged in paragraph seven of its complaint that respondent corporation "borrowed and received the principal sum of P9,952,000."6 Petitioner was therefore bound by the factual finding of the appellate and trial courts, as well as by its own judicial admission, on this particular point.
At any rate, the issue of the amount actually availed of by respondent corporation is factual. It is not within the ambit of this Court's discretionary power of judicial review under Rule 45 of the Rules of Court which is concerned solely with questions of law.7
We now move on to the principal issue in this case.
Under Article 161(1) of the Civil Code,8 the conjugal partnership is liable for "all debts and obligations contracted by the husband for the benefit of the conjugal partnership." But when are debts and obligations contracted by the husband alone considered for the benefit of and therefore chargeable against the conjugal partnership? Is a surety agreement or an accommodation contract entered into by the husband in favor of his employer within the contemplation of the said provision?cralawlibrary
We ruled as early as 1969 in Luzon Surety Co., Inc. v. de Garcia9 that, in acting as a guarantor or surety for another, the husband does not act for the benefit of the conjugal partnership as the benefit is clearly intended for a third party.
In Ayala Investment and Development Corporation v. Court of Appeals,10 we ruled that, if the husband himself is the principal obligor in the contract, i.e., the direct recipient of the money and services to be used in or for his own business or profession, the transaction falls within the term "obligations for the benefit of the conjugal partnership." In other words, where the husband contracts an obligation on behalf of the family business, there is a legal presumption that such obligation redounds to the benefit of the conjugal partnership.11
On the other hand, if the money or services are given to another person or entity and the husband acted only as a surety or guarantor, the transaction cannot by itself be deemed an obligation for the benefit of the conjugal partnership.12 It is for the benefit of the principal debtor and not for the surety or his family. No presumption is raised that, when a husband enters into a contract of surety or accommodation agreement, it is for the benefit of the conjugal partnership. Proof must be presented to establish the benefit redounding to the conjugal partnership.13 In the absence of any showing of benefit received by it, the conjugal partnership cannot be held liable on an indemnity agreement executed by the husband to accommodate a third party.14
In this case, the principal contract, the credit line agreement between petitioner and respondent corporation, was solely for the benefit of the latter. The accessory contract (the indemnity agreement) under which individual respondent Martinez assumed the obligation of a surety for respondent corporation was similarly for the latter's benefit. Petitioner had the burden of proving that the conjugal partnership of the spouses Martinez benefited from the transaction. It failed to discharge that burden.
To hold the conjugal partnership liable for an obligation pertaining to the husband alone defeats the objective of the Civil Code to protect the solidarity and well being of the family as a unit.15 The underlying concern of the law is the conservation of the conjugal partnership.16 Hence, it limits the liability of the conjugal partnership only to debts and obligations contracted by the husband for the benefit of the conjugal partnership.
WHEREFORE, the petition is hereby DENIED.
Costs against petitioner.
1 Penned by Associate Justice Conrado M. Vasquez, Jr. and concurred in by Associate Justices Salome A. Montoya (retired) and Teodoro P. Regino (retired) of the Second Division of the Court of Appeals; rollo, pp. 34-42.
2 Petition for Review, p. 5; id., p. 15. The reason for the dismissal, however, was not mentioned.
3 Penned by Judge Eriberto Rosario.
4 Aboitiz Shipping Corporation v. New India Assurance Company, Ltd., G.R. No. 156978, 02 May 2006.
6 CA Records, p. 3; rollo, p. 39.
7 Philippine National Bank v. Campos, G.R. No. 167270, 30 June 2006.
8 Now Article 121(2) of the Family Code.
9 140 Phil. 509 (1969).
10 349 Phil. 942 (1998).
14 Luzon Surety Co., Inc. v. de Garcia, supra.
15 Ching v. Court of Appeals, G.R. No. 124642, 23 February 2004, 423 SCRA 356.
16 Ayala Investment and Development Corporation v. Court of Appeals, supra.
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