Gateway Electronics vs. Asianbank
Gateway Electronics vs. Asianbank
Gateway Electronics vs. Asianbank
699
699
stayed, but the insolvent may apply with the court in which the
actions are pending for a stay of the actions against the
insolvents property. If the court grants such application, pending
civil actions against the petitioners property shall be stayed
otherwise, they shall continue. Once an order of insolvency
nevertheless issues, all civil proceedings against the petitioners
property are, by statutory command, automatically stayed.
Same Same Same A surety of the distressed corporation can
be sued separately to enforce its liability as such, notwithstanding
a Securities and Exchange Commission (SEC) order declaring the
former under a state of suspension of payment.As Asianbank
aptly points out, a suit against the surety, insofar as the suretys
solidary liability is concerned, is not affected by an insolvency
proceeding instituted by or against the principal debtor. The same
principle holds true with respect to the surety of a corporation in
distress which is subject of a rehabilitation proceeding before the
Securities and Exchange Commission (SEC). As we held in
Commercial Banking Corporation v. CA, 178 SCRA 739 (1989), a
surety of the distressed corporation can be sued separately to
enforce his liability as such, notwithstanding an SEC order
declaring the former under a state of suspension of payment.
700
700
701
702
AMOUNT OF OBLIGATION
*P10,000,000.00*DOMESTIC
BILLS
[PURCHASED LINE]
*US$3,000,000.00*OMNIBUS
CREDIT LINE
_______________
3Id., at p. 133.
703
703
704
705
706
III
The [CA] erred in holding that the repeated extensions granted
by respondent Asianbank to GEC without notice to and the
express consent of petitioner GBR did not discharge petitioner
GBR from his liabilities as surety GEC in that:
A. An extension granted to the debtor by the creditor without
the consent of the guarantor extinguishes the guaranty.
B. The [CA] interpreted the supposed Deed of Surety of
petitioner GBR as too comprehensive and all encompassing as to
amount to absurdity.
C. The repeated extensions granted by Asianbank to GEC
prevented petitioner GBR from exercising his right of subrogation
under Article 2080 of the Civil Code. As such, petitioner GBR
should be released from his obligations as surety of GEC.
IV
It is a wellsettled rule that when a bank deviates from normal
banking practice in a transaction and sustains injury as a result
thereof, the bank is deemed to have assumed the risk and no right
of payment accrues to the latter against any party to the
transaction. By repeatedly extending the period for the payment
of GECs obligations and granting GEC other loans after the
suretyship agreement despite GECs default and in failing to
foreclose the chattel mortgage constituted as security for GECs
loan contrary to normal banking practices, Asianbank failed to
exercise reasonable caution for its own protection and assumed
the risk of nonpayment through its own acts, and thus has no
right to proceed against petitioner GBR as surety for the payment
of GECs loans.
V
In Agcaoili v. GSIS, this Honorable Court had occasion to state
that in determining the precise relief to give, the court will
balance the equities or the respective interests of the parties
and take into account the relative hardship that one relief or
another may occasion to them. Upon a balancing of interests of
both petitioner GBR and respondent Asianbank, greater and
707
708
709
710
711
712
A guarantor may bind himself for less, but not for more than
the principal debtor, both as regards the amount and the onerous
nature of the conditions.
Should he have bound himself for more, his obligations shall be
reduced to the limits of that of the debtor.
713
714
715
716
717
718
Particular attention must be paid to the statement appearing on
the face of the Indemnity [Suretyship] Agreement x x x
evidenced by those certain loan documents dated April
20, 1982 x x x. From this statement, it is clear that the
Indemnity Agreement refers only to the loan document of April
20, 1982 which is the SWAP loan. It did not include the EXPORT
loan. Hence, petitioner cannot be held answerable for the
EXPORT loan.23 (Emphasis supplied.)
719
720
720
721
not affect the creditors rights visvis the surety, unless the
surety requires him by appropriate notice to sue on the obligation.
Such gratuitous indulgence of the principal does not discharge the
surety whether given at the principals request or without it, and
whether it is yielded by the creditor through sympathy or from an
inclination to favor the principal x x x. 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. And, in the absence of proof of
resultant injury, a surety is not discharged by the creditors mere
statement that the creditor will not look to the surety, or that he
need not trouble himself. The consequences of the delay, such as
the subsequent insolvency of the principal, or the fact that the
remedies against the principal may be lost by lapse of time, are
immaterial.28
722
722
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