Third Division Henry Ching Tiu, Christopher Halin Go, and George Co, G.R. No. 151932 Present
Third Division Henry Ching Tiu, Christopher Halin Go, and George Co, G.R. No. 151932 Present
Third Division Henry Ching Tiu, Christopher Halin Go, and George Co, G.R. No. 151932 Present
DECISION
PERALTA, J.:
This is a petition for review on certiorari, under Rule 45 of the Rules of Court,
seeking to annul and set aside the Decision[1] dated September 28, 2001, rendered
by the Court of Appeals (CA) in CA-G.R. SP No. 57732, dismissing the petition and
affirming the assailed Orders of the Regional Trial Court (RTC) of Cagayan de Oro
City, Branch 21 in Civil Case No. 99-352, dated December 14, 1999 and January
11, 2000.
The factual and procedural antecedents are as follows:
In August 1996, AWRI applied for a bigger loan from PBCOM for additional
capitalization using the same Board Resolution, but without any additional real
estate collateral. Considering that the proposed additional loan was unsecured,
PBCOM required all the members of the Board of Directors of AWRI to become
sureties. Thus, on August 16, 1996, a Surety Agreement [5] was executed by its
Directors and acknowledged by a notary public on the same date. All copies of the
Surety Agreement, except two, were kept by PBCOM. Of the two copies kept by the
notary public, one copy was retained for his notarial file and the other was sent to
the Records Management and Archives Office, through the Office of the RTC Clerk
of Court.[6]
Thereafter, on December 16, 1998, AWRI informed the bank of its desire to
surrender and/or assign in its favor, all the present properties of the former to apply
as dacion en pago for AWRIs existing loan obligation to the bank.[7] On January 11,
1999, PBCOM sent a reply denying the request. On May 12, 1999, PBCOM sent a
letter to petitioners demanding full payment of its obligation to the bank.[8]
Its demands having remained unheeded, PBCOM instructed its counsel to file
a complaint for collection against petitioners. The case was docketed as Civil Case
No. 99-352.
On July 3, 1999, petitioners filed their Answer. It alleged, among other things,
that they were not personally liable on the promissory notes, because they signed the
Surety Agreement in their capacities as officers of AWRI. They claimed that the
Surety Agreement attached to the complaint as Annexes A to A-2[9] were falsified,
considering that when they signed the same, the words In his personal capacity did
not yet appear in the document and were merely intercalated thereon without their
knowledge and consent.[10]
Because of this development, PBCOMs counsel searched for and retrieved the
file copy of the Surety Agreement. The notarial copy showed that the words In his
personal capacity did not appear on page two of the Surety Agreement.[13]
PBCOM then filed a Reply and Answer to Counterclaim with Motion for
Leave of Court to Substitute Annex A of the Complaint,[16] wherein it attached the
duplicate original copy retrieved from the file of the notary public. PBCOM also
admitted its mistake in making the insertion and explained that it was made without
the knowledge and consent of the notary public. PBCOM maintained that the
insertion was not a falsification, but was made only to speak the truth of the parties
intentions. PBCOM also contended that petitioners were already primarily liable on
the Surety Agreement whether or not the insertion was made, having admitted in
their pleadings that they voluntarily executed and signed the Surety Agreement in
the original form. PBCOM, invoking a liberal application of the Rules, emphasized
that the motion incorporated in the pleading can be treated as a motion for leave of
court to amend and admit the amended complaint pursuant to Section 3, Rule 10 of
the Rules of Court.
On December 14, 1999, the RTC issued an Order[17] allowing the substitution
of the altered document with the original Surety Agreement, the pertinent portion of
which reads:
SO ORDERED.
Resolving the motion for reconsideration and the opposition thereto, the Court
finds the motion substantially a reiteration of the opposition to plaintiffs motion.
SO ORDERED.
SO ORDERED