Formation of A Contract of Sale

ROSALINA CARODAN, PETITIONER, VS.
CHINA BANKING CORPORATION,

RESPONDENT.
G.R. No. 210542, February 24, 2016
FACTS
Barbara and Rebecca failed to pay their loan obligation despite repeated demands from
China Bank. Their failure to pay prompted the bank institute extrajudicial foreclosure
proceedings on the mortgaged property on 26 November 1999. From the extrajudicial sale, it
realized only PI.5 million as evidenced by a Certificate of Sale. This amount, when applied to the
total outstanding loan obligation of PI,865,345.77, would still leave a deficiency of P365,345.77.
For that reason, the bank prayed that the court order the payment of the deficiency amount with
interest at 12% per annum computed from 13 January 2000; attorney's fees equal to 10% of the
deficiency amount; and litigation expenses and costs of suit.
Barbara and Rebecca filed their Answer interposing the defense that although they both
stood as principal borrowers, they had entered into an oral agreement with Madeline and
Rosalina. Under that agreement which was witnessed by China Bank's loan officer and branch
manager, they would equally split both the proceeds of the loan and the corresponding obligation
and interest pertaining thereto, and they would secure the loan with the properties belonging to
them. Barbara and Rebecca used as security their real properties, while Rosalina and Madeline
used for the same purpose the former's property.
Barbara and Rebecca further alleged that while Rosalina and Madeline obtained their
share of P1.4 million of the loan amount, the latter two never complied with their obligation to
pay interest. It was only Rebecca's account with China Bank that was automatically the total amount of
P1,002,735.54. Barbara and Rebecca asked China Bank for the co dmepbuitteadti oinn
of their total obligation, for which they paid P1.5 million aside from the interest payments, and
respondent bank thereafter released the Real Estate Mortgage over their properties.
By way of crossclaim, Barbara and Rebecca asked Rosalina and Madeline to pay half of
P1,002,735.54 as interest payments, as well as the deficiency amount plus 12% interest per
annum and attorney's fees, the total amount of which pertained to the loan obligation of the latter
two. By way of counterclaim, Barbara and Rebecca also asked China Bank to pay P1million as
moral damages, P500,000 as exemplary damages, plus attorney's fees and costs of suit.
China Bank claimed that equal sharing of the proceeds of the loan was "a bat at
misrepresentation" and "a self-serving prevarication," because what was clearly written on the
note was that Rebecca and Barbara were the principal debtors. It reiterated that the two were
liable for the full payment of the principal amount plus the agreed interest, charges, penalties and
attorney's fees, with recourse to reimbursement from Rosalina and Madeline.
The RTC ruled that although no sufficient proof was adduced to show that Rosalina had
obtained any pecuniary benefit from the loan agreement between Rebecca and Barbara and
China Bank, the mortgage between Rosalina and China Bank was still valid. The trial court
declared that respondent bank had therefore lawfully foreclosed the mortgage over the property
of Rosalina, even if she was a mere accommodation mortgagor.
ISSUE
Whether petitioner Rosalina is liable jointly and severally with Barbara and Rebecca for
the payment of respondent China Bank's claims.
18 |Civil Law Review 2 Case Digest
RULING
Yes. An accommodation mortgage is not necessarily void simply because the
accommodation mortgagor did not benefit from the same. The validity of an accommodation
mortgage is allowed under Article 2085 of the New Civil Code which provides that third persons
who are not parties to the principal obligation may secure the latter by pledging or mortgaging
their own property. An accommodation mortgagor, ordinarily, is not himself a recipient of the
loan, otherwise that would be contrary to his designation as such.
Apart from being an accommodation mortgagor, Rosalina is also a surety, defined under
Article 2047 of the Civil Code in this wise:
Art. 2047. By guaranty a person, called a guarantor, binds himself to the creditor to fulfill the
obligation of the principal debtor in case the latter should fail to do so.
If a person binds himself solidarity with the principal debtor, the provisions of Section 4,
Chapter 3, Title 1 of this Book shall be observed. In such case the contract is called a suretyship.
A contract of suretyship (second paragraph of Article 2047) has been juxtaposed against
a contract of guaranty (first paragraph of Article 2047) as follows:
A surety is an insurer of the debt, whereas a guarantor is an insurer of the solvency of the
debtor. A suretyship is an undertaking that the debt shall be paid; a guaranty, an undertaking that
the debtor shall pay. Stated differently, a surety promises to pay the principal's debt if the
principal will not pay, while a guarantor agrees that the creditor, after proceeding against the
principal, may proceed against the guarantor if the principal is unable to pay. A surety binds
himself to perform if the principal does not, without regard to his ability to on the other hand, does not contract that
the principal will pay, but simply tdhoa t shoe. Ais gaubaler atnot odro,
so. In other words, a surety undertakes directly for the payment and is so responsible at once if
the principal debtor makes default, while a guarantor contracts to pay if, by the use of due
diligence, the debt cannot be made out of the principal debtor.
When Rosalina affixed her signature to the Real Estate Mortgage as mortgagor and to the
Surety Agreement as surety which covered the loan transaction represented by the Promissory
Note, she thereby bound herself to be liable to China Bank in case the principal debtors, Barbara
and Rebecca, failed to pay. She consequently became liable to respondent bank for the payment
of the debt of Barbara and Rebecca when the latter two actually did not pay.

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ROSALINA CARODAN, PETITIONER, VS.

CHINA BANKING CORPORATION,

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