Fermin Canlas signed 9 promissory notes as treasurer of Worldwide Garment Manufacturing Corp to obtain credit from Republic Planters Bank. When the notes became due, no payment was made. Canlas argued he should not be personally liable as he signed in his capacity as a corporate officer. The Supreme Court ruled that under the Negotiable Instruments Law, Canlas is a maker of the notes by signing his name and is therefore jointly and solidarily liable along with the other signatories. The notes specified a "joint and several" promise to pay, making the signatories solidarily liable such that the creditor can choose to enforce payment against any of them individually.
Fermin Canlas signed 9 promissory notes as treasurer of Worldwide Garment Manufacturing Corp to obtain credit from Republic Planters Bank. When the notes became due, no payment was made. Canlas argued he should not be personally liable as he signed in his capacity as a corporate officer. The Supreme Court ruled that under the Negotiable Instruments Law, Canlas is a maker of the notes by signing his name and is therefore jointly and solidarily liable along with the other signatories. The notes specified a "joint and several" promise to pay, making the signatories solidarily liable such that the creditor can choose to enforce payment against any of them individually.
Fermin Canlas signed 9 promissory notes as treasurer of Worldwide Garment Manufacturing Corp to obtain credit from Republic Planters Bank. When the notes became due, no payment was made. Canlas argued he should not be personally liable as he signed in his capacity as a corporate officer. The Supreme Court ruled that under the Negotiable Instruments Law, Canlas is a maker of the notes by signing his name and is therefore jointly and solidarily liable along with the other signatories. The notes specified a "joint and several" promise to pay, making the signatories solidarily liable such that the creditor can choose to enforce payment against any of them individually.
Fermin Canlas signed 9 promissory notes as treasurer of Worldwide Garment Manufacturing Corp to obtain credit from Republic Planters Bank. When the notes became due, no payment was made. Canlas argued he should not be personally liable as he signed in his capacity as a corporate officer. The Supreme Court ruled that under the Negotiable Instruments Law, Canlas is a maker of the notes by signing his name and is therefore jointly and solidarily liable along with the other signatories. The notes specified a "joint and several" promise to pay, making the signatories solidarily liable such that the creditor can choose to enforce payment against any of them individually.
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G.R. No.
93073 December 21, 1992
REPUBLIC PLANTERS BANK, petitioner,
vs. COURT OF APPEALS and FERMIN CANLAS, respondents.
NATURE OF ACTION:
Petition for review on certiorari
MATERIAL FACTS: In 1979, World Garment Manufacturing, through its board authorized Shozo Yamaguchi (president) and Fermin Canlas (treasurer) to obtain credit facilities from Republic Planters Bank (RPB). For this, 9 promissory notes were executed. Each promissory note was uniformly written in the following manner:
___________, after date, for value received, I/we, jointly and severally promise to pay to the ORDER of the REPUBLIC PLANTERS BANK, at its office in Manila, Philippines, the sum of ___________ PESOS(….) Philippine Currency… Please credit proceeds of this note to: ________ Savings Account ______XX Current Account No. 1372-00257-6 of WORLDWIDE GARMENT MFG. CORP Sgd. Shozo Yamaguchi Sgd. Fermin Canlas
The note became due and no payment was made. RPB eventually sued Yamaguchi and Canlas. Canlas, in his defense, averred that he should not be held personally liable for such authorized corporate acts that he performed inasmuch as he signed the promissory notes in his capacity as officer of the defunct Worldwide Garment Manufacturing.
ISSUES:
Whether or not Canlas should be held solidary liable for the promissory notes.
RULING:
Petition is granted. Private respondent Fermin Canlas is hereby held jointly and solidary liable with defendants for the amounts found.
RATIO DECIDENDI:
Yes, petitioner is solidary liable.
Under the Negotiable instruments Law, persons who write their names on the face of promissory notes are makers and are liable as such. By signing the notes, the maker promises to pay to the order of the payee or any holder according to the tenor thereof. Based on the above provisions of law, there is no denying that private respondent Fermin Canlas is one of the co-makers of the promissory notes. As such, he cannot escape liability arising there from. Where an instrument containing the words "I promise to pay" is signed by two or more persons, they are deemed to be jointly and severally liable thereon.6 An instrument which begins" with "I" ,We" , or "Either of us" promise to, pay, when signed by two or more persons, makes them solidarily liable. The fact that the singular pronoun is used indicates that the promise is individual as to each other; meaning that each of the co-signers is deemed to have made an independent singular promise to pay the notes in full. In the case at bar, the solidary liability of private respondent Fermin Canlas is made clearer and certain, without reason for ambiguity, by the presence of the phrase "joint and several" as describing the unconditional promise to pay to the order of Republic Planters Bank. A joint and several note is one in which the makers bind themselves both jointly and individually to the payee so that all may be sued together for its enforcement, or the creditor may select one or more as the object of the suit. A joint and several obligation in common law corresponds to a civil law solidary obligation; that is, one of several debtors bound in such wise that each is liable for the entire amount, and not merely for his proportionate share. By making a joint and several promise to pay to the order of Republic Planters Bank, private respondent Fermin Canlas assumed the solidary liability of a debtor and the payee may choose to enforce the notes against him alone or jointly with Yamaguchi and Pinch Manufacturing Corporation as solidary debtors.
