G.R. No. L-13817. August 31, 1961
MACONDRAY & COMPANY, INC., PLAINTIFF AND APPELLEE, VS. PERFECTO PIÑON, ET AL., DEFENDANTS. RUPERTO K. KANGLEON, DECEASED, SUBSTITUTED BY VALENTINA TAGLE-KANGLEON, ET AL., DEFEND…
PADILLA, J.:
against the defendants in the Court of First Instance of Manila
alleging that upon representation and undertaking made by Ruperto K.
Kangleon, then a member of the Senate, in a letter addressed to the
plaintiff dated 30 January 1954, that he would guarantee payment of his
co-defendants’ obligation, should they fail to pay on the due date
(Exhibit F), on 2 and 9 February 1954, the plaintiff sold on credit and
delivered to the defendants Perfecto Piñon and Conrado Piring, known in
the theater and entertainment business as “Tugak” and “Pugak,”
respectively, and transacting business under a common name known as
“All Stars Productions,” 127 rolls of cinematographic films, F. G.
release positive type 825B, 35 mm. x 1,000 ft., for the total sum of
P6,985, payable on or before 9 May 1954, 12% interest thereon from date
of maturity and 20% thereof for attorney’s fee in case of suit for
collection (Exhibits A, B, C, D, E); that the principal debtors have
failed to pay the amount owed by them on the due date; that upon
extensive investigations made by the plaintiff as to whether the
principal debtors have any property, real or personal, which may be
levied upon for the satisfaction of their obligation, it has found that
they have none; that the defendant Kangleon could not point to the
plaintiff any property of the principal debtors leviable for execution
sufficient to satisfy the obligation; and that the sum of P6,985, the
amount owed, or part thereof, has not been paid by the defendants. It
prayed that after hearing judgment be rendered ordering the defendants,
jointly and severally, to pay it the sum of P6,985, 12% interest
thereon from 10 May 1954 until fully paid, 20% of the amount due or
P1,387 as attorney’s fee, and costs, and that it be granted other just
and equitable relief (civil No. 23947).
On 10 November 1955 the defendant Kangleon answered the plaintiff’s
complaint setting up the defense that the letter he had written to the
plaintiff dated 30 January 1954 (Exhibit F) was only to introduce his
co-defendants; that assuming that there was an intent on his part to
guarantee payment of his co-defendant’s obligation, the said letter
(Exhibit F) was but an offer to act as guarantor of his co-defendants;
that as the acceptance of his offer to act as guarantor for his
co-defendants has not been actually made known to him by the plaintiff,
the contract of guaranty between them has not been perfected; and that
assuming that there has been a perfected contract of guaranty between
the plaintiff and the answering defendant, the latter’s obligation was
extinguished by the extension for payment up to 3 May 1954 granted by
the plaintiff to his co-defendants. By way of counterclaim, he sought
from the plaintiff the sum of P20,000 as damages suffered by his good
name and reputation caused by the plaintiff’s clearly unfounded civil
action, P2,000 as attorney’s fee and P1,000 for expenses incurred in
the litigation. As cross-claim, should he be finally adjudged liable to
pay the plaintiff, he prayed that his co-defendants be ordered to
reimburse him whatever amount he would pay to the plaintiff, and to pay
him P3,000 as attorney’s fee and expenses of litigation. He further
prayed that he be absolved from the plaintiff’s complaint and that he
be granted other just and equitable relief.
The defendants Piñon and Piring did not answer the plaintiff’s complaint or their co-defendants’ cross-claim.
On 10 November 1955 the plaintiff answered the defendant’s counterclaim.
On 25 August 1956 the plaintiff and the answering defendant entered
into a stipulation of facts and submitted the case for judgment based
upon the said stipulation.
Not having answered the complaint against them despite notice, the
Court declared the defendants Piñon and Piring in default (p. 5, rec.
on app.).
At the trial of the case on 30 August 1956, the plaintiff and the
answering defendant further stipulated that the former had looked for
properties of his co-defendants Piñon and Piring but found none (p. 23,
rec. on app.). The plaintiff presented its evidence against the
defendants in default.
On 30 September 1957 the Court rendered judgment, the dispositive part of which is:
WHEREFORE, judgment is hereby rendered sentencing
the defendants Perfecto Piñon and Conrado Piring to pay the plaintiff
jointly and severally the sum of P6,985.00 plus interest at the rate of
12% per annum from May 9, 1954 until fully paid and an amount
equivalent to 20% as attorney’s fees and costs of suit.If
this judgment becomes unsatisfied by the defendants Perfecto Piñon and
Conrado Piring, the defendant Ruperto Kangleon is hereby sentenced to
pay the plaintiff all the amount to which his co-defendants were
sentenced to pay. (p. 29, rec. on app.)
The answering defendant has appealed.
From the stipulation of facts entered into by and between the
appellant and appellee and the documentary evidence submitted by the
appellee against the defendants in default, the following appear: On 30
January 1954 the defendants Piring and Piñon requested the appellant,
then a member of the Senate, to help them buy on credit from the
appellee some cinematographic films. To accommodate them, the appellant
wrote a letter to the appellee, as follows:
REPUBLIC OF THE PHILIPPINES
SENATE
MANILAJanuary 30, 1954
The Manager
Macondray & Company
China Bank BuildingSIR:
This will introduce to you the bearers, Messrs. Conrado Piring and
Perfecto Piñon, both well known theater characters under the names of
“Pugak” and Tugak”, respectively.I have been made to understand by them in their representations to me that they wish to place an order for the following items:
10 rolls Negative at P157.00 each, and
100 rolls positive at P55.00 eachof Dupont Release Positives Safety Basis for use of their firm
called “All Stars Productions” under the management and control of
Pugak and Tugak payable within three (3) months time ending April, 1954
and for which by their guaranty I pledge payment.In view of the foregoing, I shall appreciate any help you can give
to facilitate said purchases subject to usual business procedures.
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Sincerely,
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(Sgd.) Ruperto K. Kangleon
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Senator
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(Exhibit F) which letter the defendants in default presented to the
appellee. On the strength of the appellants letter above quoted, on 2
and 9 February 1954, the appellee sold on credit and delivered to the
defendants in default 127 rolls of cinematographic films, F. G. release
positive type 825B, 35 mm. x 1,000 ft. for the total sum of P6,985,
excluding sales tax, which is for the buyers’ account, payable on or
before 9 May 1954. The parties, among others, further stipulated that
the buyers would pay interest at the rate of 1% per month on all
amounts not paid when due; that should a litigation arise from
non-payment, the venue of action would be the courts of Manila and that
the buyers would pay 20% of the amount due for attorney’s fee and costs
of the suit (Exhibits A, B, C, D, E). The defendants in default failed
to pay their obligation on the due date. On 27 May 1954 the appellee
wrote to the appellant a letter of the following tenor:
May 27, 1954
Honorable Ruperto K. Kangleon
Philippine Senate
ManilaDEAR SIR:
On
January 30th, last, you requested us to give Messrs. Conrado Piring and
Perfecto Piñon, of “All-Stars Productions” certain rolls of negative
and positive films, the cost of which was payable in three months and
payment of which you guaranteed.These films were delivered
and billed at P6,985.00 on Feb. 9th last. The amount has not been paid
(and) we have difficulty locating the above gentlemen as they cannot be
found in their offices.In view of this we hereby request you to send us a check for the amount as it was due on May 3rd.
Yours very truly, Macondray & Co., Inc. s/ILLEGIBLE
On 31 May 1954, the appellant answered the appellee as follows:
May 31, 1954
Macondray & Co., Inc.
3rd Floor, China Bank Bldg.
ManilaGENTLEMEN:
This will acknowledge receipt of your letter of May 27th.
Messrs. Conrado Piring and Perfecto Piñon are being contacted to invite their attention to your letter.
Notwithstanding
the foregoing, I have been made to understand by Messrs. Piring and
Piñon that in arrangements with that Company an extension of time has
been granted them within which to settle their obligations.
Cordially yours, (Sgd.) RUPERTO K. KANGLEON
On 2 June 1954 the appellee replied to the appellant’s answer to the letter thus:
June 2, 1954
Hon. Ruperto K. Kangleon
Philippine Senate
ManilaDEAR SIR:
We
have your letter of May 31st in reply to ours of the 27th and note that
you are getting in touch with Messrs. Conrado Piring and Perfecto Piñon
with regard to their account.We know of no
extension of time for payment being granted to these people and
certainly no one in authority has made such an arrangement. For this
reason, if payment is not received from them by the 15th inst. we
expect to receive a remittance from you to cover the full amount.
Yours very truly, Macondray & Co., Inc. s/ILLEGIBLE
On 19 July 1954 the appellee wrote the following letter to the defendants in default:
July 19, 1954
Mr. Conrado Piring
147 Pureza Extension
Sta. Mesa, Manila
Mr. Perfecto Piñon
147 Pureza Extension
Sta. Mesa, ManilaGENTLEMEN:
Please
be advised that Macondray & Co., Inc. has turned over to me for
corresponding judicial action your account for films in the amount of
P6,985.00. As this obligation is now long past due, payment thereof is
earnestly requested. Unless payment thereof is received from you
immediately, I shall be compelled, much to my regret, to take this
matter to the court.
Very truly Yours,
which was sent to them by registered mail (Exhibits
G, G-1 & G-2). Neither the defendants in default nor the appellant
paid the amount owed to the appellee.
During the time this appeal was pending in this Court the appellant
died. His heirs or their legal representative were directed to appear
in substitution for the deceased appellant. Attorneys San Juan, Africa
& Benedicto entered their appearance for said heirs, namely, Mrs.
Valentina Tagle-Kangleon, Benjamin T. Kangleon, Juanito T. Kangleon,
Mrs. Flora San Gabriel, Miss Corazon Kangleon, Miss Lourdes Kangleon,
Mrs. Teresita Limcolioc, Mrs. Aida Rosca, Jesus Kangleon, Jose Kangleon
and Miss Cecilia Kangleon.
The appellant contends that although in the stipulation of facts
entered into by and between him and the appellee, he had admitted the
liability of his co-defendants, who were declared in default, under the
principle of res inter alios acta, that an admission by a
third person can not bind another, his admission cannot bind the
defendants in default, and no judgment against them may be rendered on
the basis of the stipulation of facts referred to. Since the appellee
had not established a case against the defendants in default, the
principal debtors, it cannot directly hold liable the appellant, the
guarantor, whose obligation is only subsidiary to that of the former.
The appellant proceeds from the wrong premise that the case was
submitted to the Court solely on the stipulation of facts entered into
by and between him and the appellee. The records show that when the
case was called for trial on 30 August 1956, after the appellant’s
co-defendants had been declared in default, the appellee presented its
evidence, testimonial and documentary, against them (pp. 5-18, t.s.n.;
Exhibits A, B, C, D, E, G, G, G-1 & G-2), and thereby established
their primary liability.
The appellant claims that the letter (Exhibit F) is merely a letter
of introduction and does not constitute an offer of guaranty. A cursory
reading of the letter (Exhibit F) belies his assertion. While in his
opening sentence he says that ‘This will introduce to you the bearers,
Messrs. Conrado Piring and Perfecto Piñon* * *,” who “wish to place an
order for” cinematographic films, yet in the later part he says that
“for which by their guaranty I pledge payment.” This can only mean that
he undertakes to guarantee payment of the principal debtors’ obligation
should they fail to pay. The appellant is a responsible man and may be
presumed to mean what he says. At that time, he was occupying the
exalted position of member of the Senate and his plighted word given to
another would immediately be accepted. It is not, therefore, odd that
upon receipt of the appellant’s letter (Exhibit F), the appellee
readily sold on credit to the principal debtors, the defendants in
default, the cinematographic films in question.
That the appellant really meant to guarantee payment of the
principal debtors’ obligation should they default, is patent in his
answer to the appellee’s letter dated 27 May 1954, reminding him that
on 30 January he requested it “to give Messrs. Conrado Piring and
Perfecto Piñon, of “All Stars Productions’, certain rolls of negative
and positive films, the cost of which was payable in three months time
and payment of which you guaranteed; that the “films were delivered and
billed at P6,985.00 on Feb. 9th, last;” and that “the amount has not
been paid (and) we have difficulty locating the above gentlemen as they
cannot be found in their offices,” and requesting the appellant to send
a. check for the amount. In his answer to the foregoing letter, dated
31 May 1954, he acknowledged receipt of the appellee’s letter of the
27th of the same month and informed it that the principal debtors were
“being contacted to invite their attention to your letter.” Had the
appellant meant otherwise, he would have immediately denied that he
ever guaranteed payment of the principal debtors’ obligation. This he
did not do.
The appellant’s very letter (Exhibit F) constitutes his undertaking
of guaranty. “Contracts shall be obligatory in whatever form they may
have been entered into, provided all the essential requisites for their
validity are present.”[1] A
contract of guaranty is not a formal contract and shall be valid in
whatever form it may be, provided that it complies with the statute of
frauds.
The appellant insists that he should have been notified by the
appellee of the acceptance of his offer of guaranty. In the first
place, his letter (Exhibit F) already constitutes his undertaking of
guaranty. In the second place, the contract entered into by and between
the appellee and the defendants in default is the principal contract
and the contract entered into by and between the appellant and the
appellee is subsidiary to the principal contract. Since the principal
contract had already been perfected, the subsidiary contract of
guaranty became binding upon effectivity of the principal contract.
Hence no notice of acceptance by the appellee to the appellant is
necessary for its validity.
The appellant states that assuming that the letter Exhibit F
constitutes a contract of guaranty, the films actually sold to the
principal debtors were 127 rolls of F. G. release positive type 825B,
35 mm. x 1,000 ft. at P55 a roll, payable 9 May 1954, while what he
undertook to guarantee payment was 10 rolls negative at P157 each and
100 rolls positive at P55 each, payable within three months ending
April, 1954. Citing article 2055 of the Civil Code that a guaranty
cannot extend to more than what is stipulated therein, the appellant
contends that he cannot be held liable for the contract in view of the
variation in his undertaking. The total cost of what was actually sold
to and bought by the principal debtors is P6,985, which is less than
the total cost of what was originally intended to be bought by them
amounting to P7,070. The variation was merely in kind and not in
subject matter—cinematographic films—which did not render the
appellant’s obligation more burdensome. Instead his obligation was
rendered less onerous by the reduction in the original price of P7,070
to P6,985. The fact that in the letter Exhibit F, the appellant
mentioned that the principal debtors’ obligation would be “payable
within three months time ending April, 1954,” while in the contract
entered into by and between the appellee and the principal debtors they
have stipulated that their obligation would be payable on or before 9
May 1954, is of no moment. The letter Exhibit F was dated 30 January
1954. Counted from that date, the three months period would expire on
30 April 1954. However, actually the principal contract was consummated
on 9 February 1954 (Exhibit A). It is but fair that the three months
period be counted from that date ending 9 May 1954. Again, the
appellant’s obligation has not become more onerous than what he
actually bound himself.
The judgment appealed from is affirmed against the heirs of the deceased appellant herein above named, with costs against them.
Bengzon, C. J., Labrador, Reyes, J. B. L., Barrera, Paredes, Dizon, De Leon, and Natividad, JJ., concur.
Concepcion, J., took no part.
[1] Third amended complaint.
[1] Article 1356, Civil Code.