Rizal Commercial Banking Corporation, petitioner, vs. Hon. Jose P.

Arro, Judge of the Court of First Instance of Davao, and Residoro Chua, respondents. Date:31 July 1982 Ponente:De Castro,J .Facts: Private respondent Residoro Chua, with Enrique Go, Sr., executed a comprehensivesurety agreement to guaranty, above all, any existing or future indebtedness of Davao Agricultural Industries Corporation (Daicor), and/or induce the bank at anytime or from time to time to make loans or advances or to extend credit to saidDaicor, provided that the liability shall not exceed ay any time Php100,000.00. A promissory note for Php100,000.00 (for additional capital to the charcoal buy andsell and the activated carbon importation business) was issued in favor of petitionerRCBC payable a month after execution. This was signed by Go in his personalcapacity and in behalf of Daicor. Respondent Chua did not sign in said promissorynote. As the note was not paid despite demands, RCBC filed a complaint for a sum of money against Daicor, Go and Chua. The complaint against Chua was dismissed upon his motion, alleging that thecomplaint states no cause of action against him as he was not a signatory to the noteand hence he cannot be held liable. This was so despite RCBCs opposition, invokingthe comprehensive surety agreement which it holds to cover not just the note inquestion but also every other indebtedness that Daicor may incur from petitioner bank. RCBC moved for reconsideration of the dismissal but to no avail. Hence, this petition. Issue: WON respondent Chua may be held liable with Go and Daicor under the promissorynote, even if he was not a signatory to it, in light of the provisions of thecomprehensive surety agreement wherein he bound himself with Go and Daicor, assolidary debtors, to pay existing and future debts of said corporation. Held: Yes, he may be held liable. Order dismissing the complaint against respondent Chuareversed and set aside. Case remanded to court of origin with instruction to set asidemotion to dismiss and to require defendant Chua to answer the complaint. Ratio:The comprehensive surety agreement executed by Chua and Go, as president andgeneral manager, respectively, of Daicor, was to cover existing as well as futureobligations which Daicor may incur with RCBC. This was only subject to the provisothat their liability shall not exceed at any one time the aggregate principal amount of Php100,000.00. (Par.1 of said agreement). The agreement was executed to induce petitioner Bank to grant any application for aloan Daicor would request for. According to said agreement, the guaranty iscontinuing and shall remain in full force or effect until the bank is notified of itstermination. During the time the loan under the promissory note was incurred, the agreement wasstill in full force and effect and is thus covered by the latter agreement. Thus, even if Chua did not sign the promissory note, he is still liable by virtue of the suretyagreement. The only condition necessary for him to be liable under the agreementwas that Daicor is or may become liable as maker, endorser, acceptor or otherwise. The comprehensive surety agreement signed by Go and Chua was as an accessoryobligation dependent upon the principal obligation, i.e., the loan obtained by Daicoras evidenced by the promissory note. The surety agreement unequivocally shows that it was executed to guarantee futuredebts that may be incurred by Daicor with petitioner, as allowed under NCC Art.2053. A guaranty may also be given as security for future debts, the amount of which isnot yet known; there can be no claim against the guarantor until the debt isliquidated. A conditional obligation may also be secured.