THIRD DIVISION

[G.R. No. 105774. April 25, 2002.]

GREAT ASIAN SALES CENTER CORPORATION and TAN CHONG LIN ,

petitioners, vs . THE COURT OF APPEALS and BANCASIA FINANCE
AND INVESTMENT CORPORATION , respondents.

Antonio H. Garces for petitioners.

Balgos & Perez for private respondent.
Angelito Chua for Bancasia Finance & Investment Corporation.

SYNOPSIS

The board of directors of Great Asian Sales Center Corporation approved a

resolution authorizing its Treasurer and General Manager, Arsenio Lim Piat, Jr. to secure a
loan from Bancasia and to sign all documents necessary to secure the loan. After
sometime, the board of directors of Great Asian approved a second resolution authorizing
Great Asian to secure a discounting line with Bancasia and designating Arsenio as the
authorized signatory, to sign all documents to secure the discounting line. Tan Chong Lin
signed two surety agreements to guarantee solidarily the debts of Great Asian to
Bancasia. Great Asian, through Arsenio, signed four (4) Deeds of Assignment of
Receivables assigning to Bancasia fteen (15) postdated checks which were dishonored
by the drawee banks. Subsequently, Great Asian led a petition for insolvency. Thereafter,
Bancasia led a complaint for collection of a sum of money against Great Asian and Tan
Chong Lin. The trial court decided in favor of the plaintiff. On appeal, the Court of Appeals
sustained the decision of the lower court, deleting only the award of attorney's fees.
Hence, this petition. SaHTCE

The Supreme Court ruled that Arsenio had all the proper and necessary authority
from, the board of directors of Great Asian to sign the Deeds of Assignment and to
endorse the fteen postdated checks. Arsenio signed the Deeds of Assignment as agent
and authorized signatory of Great Asian under the authority expressly granted by its board
of directors.
The failure of the drawers to pay the checks is a suspensive condition, the
happening of which gives rise to Bancasia's right to demand payment from Great Asian.
This conditional obligation of Great Asian arises from its written contracts with Bancasia
as embodied in the Deeds of Assignment.
Indisputably, Tan Chong Lin explicitly and unconditionally bound himself to pay
Bancasia, solidarily with Great Asian, if the drawers of the checks fail to pay on their due
dates. The condition on which Tan Chong Lin's obligation hinged had happened. As surety,
Tan Chong Lin automatically became liable for the entire obligation to the same extent as
Great Asian.

SYLLABUS

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 1. COMMERCIAL LAW; CORPORATION LAW; PRIVATE CORPORATIONS;
CORPORATE POWERS, EXERCISED BY THE BOARD OF DIRECTORS; EXCEPTION. — The
Corporation Code of the Philippines vests in the board of directors the exercise of the
corporate powers of the corporation, save in those instances where the Code requires
stockholders' approval for certain speci c acts. Section 23 of the Code provides: "SEC. 23.
The Board of Directors or Trustees. Unless otherwise provided in this Code, the corporate
powers of all corporations formed under this Code shall be exercised, all business
conducted and all property of such corporations controlled and held by the board of
directors or trustees . . . ." In the ordinary course of business, a corporation can borrow
funds or dispose of assets of the corporation only on authority of the board of directors.
The board of directors normally designates one or more corporate o cers to sign loan
documents or deeds of assignment for the corporation. CcTIAH

2. CIVIL LAW; OBLIGATIONS AND CONTRACTS; SOURCES OF OBLIGATIONS. —

Obviously, there is one vital suspensive condition in the Deeds of Assignment. That is, in
case the drawers fail to pay the checks on maturity, Great Asian obligated itself to pay
Bancasia the full face value of the dishonored checks, including penalty and attorney's
fees. The failure of the drawers to pay the checks is a suspensive condition, the happening
of which gives rise to Bancasia's right to demand payment from Great Asian. This
conditional obligation of Great Asian arises from its written contracts with Bancasia as
embodied in the Deeds of Assignment. Article 1157 of the Civil Code provides that —
"Obligations arise from: (1) Law; (2) Contracts; (3) Quasi-contracts; (4) Acts or omissions
punished by law; and (5) Quasi-delicts."
3. ID.; ID.; OBLIGATORY FORCE OF CONTRACTS; OBLIGATIONS ARISING FROM
CONTRACTS HAVE THE FORCE OF LAW BETWEEN THE CONTRACTING PARTIES; CASE
AT BAR. — By express provision in the Deeds of Assignment, Great Asian unconditionally
obligated itself to pay Bancasia the full value of the dishonored checks. In short, Great
Asian sold the postdated checks on with recourse basis against itself. This is an obligation
that Great Asian is bound to faithfully comply because it has the force of law as between
Great Asian and Bancasia. Article 1159 of the Civil Code further provides that —
"Obligations arising from contracts have the force of law between the contracting parties
and should be complied with in good faith."
4. ID.; ID.; AUTONOMY OF CONTRACTS; CONTRACTING PARTIES MAY
ESTABLISH SUCH STIPULATIONS NOT CONTRARY TO LAW, MORALS, GOOD CUSTOMS,
PUBLIC ORDER OR PUBLIC POLICY; CASE AT BAR. — Great Asian and Bancasia agreed on
this speci c with recourse stipulation, despite the fact that the receivables were
negotiable instruments with the endorsement of Arsenio. The contracting parties had the
right to adopt the with recourse stipulation which is separate and distinct from the
warranties of an endorser under the Negotiable Instruments Law. Article 1306 of the Civil
Code provides that — "The contracting parties may establish such stipulations, clauses,
terms and conditions as they may deem convenient, provided they are not contrary to law,
morals, good customs, public order, or public policy." The explicit with recourse stipulation
against Great Asian effectively enlarges, by agreement of the parties, the liability of Great
Asian beyond that of a mere endorser of a negotiable instrument. Thus, whether or not
Bancasia gives notice of dishonor to Great Asian, the latter remains liable to Bancasia
because of the with recourse stipulation which is independent of the warranties of an
endorser under the Negotiable Instruments Law.
5. COMMERCIAL LAW; FINANCING COMPANY ACT; ASSIGNMENT OF A
NEGOTIABLE INSTRUMENT, PRINCIPAL MODE OF CONVEYING ACCOUNTS RECEIVABLE;
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 CASE AT BAR. — There is nothing in the Negotiable Instruments Law or in the Financing
Company Act (old or new), that prohibits Great Asian and Bancasia parties from adopting
the with recourse stipulation uniformly found in the Deeds of Assignment. Instead of being
negotiated, a negotiable instrument may be assigned. Assignment of a negotiable
instrument is actually the principal mode of conveying accounts receivable under the
Financing Company Act. Since in discounting of receivables the assignee is subrogated as
creditor of the receivable, the endorsement of the negotiable instrument becomes
necessary to enable the assignee to collect from the drawer. This is particularly true with
checks because collecting banks will not accept checks unless endorsed by the payee.
The purpose of the endorsement is merely to facilitate collection of the proceeds of the
checks. The purpose of the endorsement is not to make the assignee nance company a
holder in due course because policy considerations militate against according nance
companies the rights of a holder in due courser. Otherwise, consumers who purchase
appliances on installment, giving their promissory notes or checks to the seller, will have
no defense against the nance company should the appliances later turn out to be
defective. Thus, the endorsement does not operate to make the nance company a holder
in due course. For its own protection, therefore, the nance company usually requires the
assignor, in a separate and distinct contract, to pay the nance company in the event of
dishonor of the notes or checks. ESTcIA

6. ID.; NEGOTIABLE INSTRUMENTS LAW; NOTICE OF DISHONOR; WHEN

NOTICE NEED NOT BE GIVEN TO THE DRAWER; CASE AT BAR. — The exercise by Bancasia
of its option to sue for breach of contract under the Civil Code will not leave Great Asian
holding an empty bag. Great Asian, after paying Bancasia, is subrogated back as creditor
of the receivables. Great Asian can then proceed against the drawers who issued the
checks. Even if Bancasia failed to give timely notice of dishonor, still there would be no
prejudice whatever to Great Asian. Under the Negotiable Instruments Law, notice of
dishonor is not required if the drawer has no right to expect or require the bank to honor
the check, or if the drawer has countermanded payment. In the instant case, all the checks
were dishonored for any of the following reasons: "account closed," "account under
garnishment," "insu ciency of funds," or "payment stopped." In the rst three instances,
the drawers had no right to expect or require the bank to honor the checks, and in the last
instance, the drawers had countermanded payment.
7. REMEDIAL LAW; EVIDENCE; PRESUMPTIONS; ALTHOUGH THE CAUSE IS
NOT STATED IN THE CONTRACT, IT IS PRESUMED THAT IT EXISTS AND IS LAWFUL. —
One other issue raised by Great Asian, that of lack of consideration for the Deeds of
Assignment, is completely unsubstantiated. The Deeds of Assignment uniformly provide
that the fteen postdated checks were assigned to Bancasia "for valuable consideration."
Moreover, Article 1354 of the Civil Code states that, "Although the cause is not stated in
the contract, it is presumed that it exists and is lawful, unless the debtor proves the
contrary." The record is devoid of any showing on the part of Great Asian rebutting this
presumption. aIDHET

8. COMMERCIAL LAW; INSOLVENCY LAW; PETITION FOR VOLUNTARY

INSOLVENCY; REQUISITES. — [I]n its veri ed petition for voluntary insolvency, Great Asian
admitted its debt to Bancasia when it listed Bancasia as one of its creditors, an extra-
judicial admission that Bancasia proved when it formally offered in evidence the veri ed
petition for insolvency. The Insolvency Law requires the petitioner to submit a schedule of
debts that must "contain a full and true statement of all his debts and liabilities." The
Insolvency Law even requires the petitioner to state in his veri cation that the schedule of
debts contains "a full, correct and true discovery of all my debts and liabilities . . . ." Great
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 Asian cannot now claim that the listing of Bancasia as a creditor was not an admission of
its debt to Bancasia but merely an acknowledgment that Bancasia had sent a demand
letter to Great Asian.
9. CIVIL LAW; OBLIGATIONS AND CONTRACTS; SOLIDARY OBLIGATION; NOT
EXTINGUISHED IN CASE AT BAR. — Under Article 1215 of the Civil Code, what releases a
solidary debtor is a "novation, compensation, confusion or remission of the debt" made by
the creditor with any of the solidary debtors. These warranties, however, are the usual
warranties made by one who discounts receivables with a nancing company or bank. The
Surety Agreements, written on the letter head of "Bancasia Finance & Investment
Corporation," uniformly state that "Great Asian Sales Center . . . has obtained and/or
desires to obtain loans, overdrafts, discounts and/or other forms of credits from"
Bancasia. Tan Chong Lin was clearly on notice that he was holding himself as surety of
Great Asian which was discounting postdated checks issued by its buyers of goods and
merchandise. Moreover, Tan Chong Lin, as President of Great Asian, cannot feign
ignorance of Great Asian's business activities or discounting transactions with Bancasia.
Thus, the warranties do not increase or enlarge the risks of Tan Chong Lin under the Surety
Agreements. There is, moreover, no novation of the debt of Great Asian that would warrant
release of the surety. TIaCAc

10. ID.; ID.; ID.; WHEN IT EXISTS; CASE AT BAR. — Article 1207 of the Civil Code
provides, ". . . There is a solidary liability only when the obligation expressly so states, or
when the law or nature of the obligation requires solidarity." The stipulations in the Surety
Agreements undeniably mandate the solidary liability of Tan Chong Lin with Great Asian.
Moreover, the stipulations in the Surety Agreements are su ciently broad, expressly
encompassing "all the notes, drafts, bills of exchange, overdraft and other obligations of
every kind which the PRINCIPAL may now or may hereafter owe the Creditor ".
Consequently, Tan Chong Lin must be held solidarily liable with Great Asian for the
nonpayment of the fteen dishonored checks, including penalty and attorney's fees in
accordance with the Deeds of Assignment.
11. ID.; DAMAGES; ATTORNEY'S FEES; AWARDED IN CASE AT BAR. — The award
of attorney's fees in the instant case is justi ed, not only because of such stipulation, but
also because Great Asian and Tan Chong Lin acted in gross and evident bad faith in
refusing to pay Bancasia's plainly valid, just and demandable claim. We deem it just and
equitable that the stipulated attorney's fee should be awarded to Bancasia.

DECISION

CARPIO , J : p

The Case
Before us is a Petition for Review on Certiorari under Rule 45 of the Revised Rules on
Civil Procedure assailing the June 9, 1992 Decision 1 of the Court of Appeals 2 in CA-G.R.
CV No. 20167. The Court of Appeals a rmed the January 26, 1988 Decision 3 of the
Regional Trial Court of Manila, Branch 52, 4 ordering petitioners Great Asian Sales Center
Corporation ("Great Asian" for brevity) and Tan Chong Lin to pay, solidarily, respondent
Bancasia Finance and Investment Corporation ("Bancasia" for brevity) the amount of
P1,042,005.00. The Court of Appeals a rmed the trial court's award of interest and costs
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 of suit but deleted the award of attorney's fees.
The Facts
Great Asian is engaged in the business of buying and selling general merchandise, in
particular household appliances. On March 17, 1981, the board of directors of Great Asian
approved a resolution authorizing its Treasurer and General Manager, Arsenio Lim Piat, Jr.
("Arsenio" for brevity) to secure a loan from Bancasia in an amount not to exceed P1.0
million. The board resolution also authorized Arsenio to sign all papers, documents or
promissory notes necessary to secure the loan. On February 10, 1982, the board of
directors of Great Asian approved a second resolution authorizing Great Asian to secure a
discounting line with Bancasia in an amount not exceeding P2.0 million. The second board
resolution also designated Arsenio as the authorized signatory to sign all instruments,
documents and checks necessary to secure the discounting line.
On March 4, 1981, Tan Chong Lin signed a Surety Agreement in favor of Bancasia to
guarantee, solidarily, the debts of Great Asian to Bancasia. On January 29, 1982, Tan
Chong Lin signed a Comprehensive and Continuing Surety Agreement in favor of Bancasia
to guarantee, solidarily, the debts of Great Asian to Bancasia. Thus, Tan Chong Lin signed
two surety agreements ("Surety Agreements" for brevity) in favor of Bancasia.
Great Asian, through its Treasurer and General Manager Arsenio, signed four (4)
Deeds of Assignment of Receivables ("Deeds of Assignment" for brevity), assigning to
Bancasia fteen (15) postdated checks. Nine of the checks were payable to Great Asian,
three were payable to "New Asian Emp.", and the last three were payable to cash. Various
customers of Great Asian issued these postdated checks in payment for appliances and
other merchandise.
Great Asian and Bancasia signed the rst Deed of Assignment on January 12, 1982
covering four postdated checks with a total face value of P244,225.82, with maturity dates
not later than March 17, 1982. Of these four postdated checks, two were dishonored.
Great Asian and Bancasia signed the second Deed of Assignment also on January 12,
1982 covering four postdated checks with a total face value of P312,819.00, with maturity
dates not later than April 1, 1982. All these four checks were dishonored. Great Asian and
Bancasia signed the third Deed of Assignment on February 11, 1982 covering eight
postdated checks with a total face value of P344,475.00, with maturity dates not later than
April 30, 1982. All these eight checks were dishonored. Great Asian and Bancasia signed
the fourth Deed of Assignment on March 5, 1982 covering one postdated check with a
face value of P200,000.00, with maturity date on March 18, 1982. This last check was also
dishonored. Great Asian assigned the postdated checks to Bancasia at a discount rate of
less than 24% of the face value of the checks.
Arsenio endorsed all the fteen dishonored checks by signing his name at the back
of the checks. Eight of the dishonored checks bore the endorsement of Arsenio below the
stamped name of "Great Asian Sales Center", while the rest of the dishonored checks just
bore the signature of Arsenio. The drawee banks dishonored the fteen checks on
maturity when deposited for collection by Bancasia, with any of the following as reason for
the dishonor: "account closed", "payment stopped", "account under garnishment", and
"insu ciency of funds". The total amount of the fteen dishonored checks is
P1,042,005.00. Below is a table of the fifteen dishonored checks:

Drawee Bank Check No. Amount Maturity Date

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 1st Deed
Solid Bank C-A097480 P137,500.00 March 16, 1982
Pacific Banking Corp. 23950 P47,211.00 March 17, 1982
2nd Deed
Metrobank 030925 P68,722.00 March 19, 1982
030926 P45,230.00 March 19, 1982
Solidbank C-A097478 P140,000.00 March 23, 1982
Pacific Banking Corp. CC 769910 P58,867.00 April 1, 1982
3rd Deed
Phil. Trust Company 060835 P21,228.00 April 21, 1982
060836 P22,187.00 April 28, 1982
Allied Banking Corp. 11251624 P41,773.00 April 22, 1982
11251625 P38,592.00 April 29, 1982
Pacific Banking Corp. 237984 P37,886.00 April 23, 1982
237988 P47,385.00 April 28, 1982
237985 P46,748.00 April 30, 1982
Security Bank & Trust Co. 22061 P88,676.00 April 30, 1982
4th Deed
Pacific Banking Corp. 860178 P200,000.00 March 18, 1982

After the drawee bank dishonored Check No. 097480 dated March 16, 1982,
Bancasia referred the matter to its lawyer, Atty. Eladia Reyes, who sent by registered mail
to Tan Chong Lin a letter dated March 18, 1982, notifying him of the dishonor and
demanding payment from him. Subsequently, Bancasia sent by personal delivery a letter
dated June 16, 1982 to Tan Chong Lin, notifying him of the dishonor of the fteen checks
and demanding payment from him. Neither Great Asian nor Tan Chong Lin paid Bancasia
the dishonored checks.
On May 21, 1982, Great Asian led with the then Court of First Instance of Manila a
petition for insolvency, veri ed under oath by its Corporate Secretary, Mario Tan. Attached
to the veri ed petition was a "Schedule and Inventory of Liabilities and Creditors of Great
Asian Sales Center Corporation," listing Bancasia as one of the creditors of Great Asian in
the amount of P1,243,632.00.
On June 23, 1982, Bancasia led a complaint for collection of a sum of money
against Great Asian and Tan Chong Lin. Bancasia impleaded Tan Chong Lin because of the
Surety Agreements he signed in favor of Bancasia. In its answer, Great Asian denied the
material allegations of the complaint claiming it was unfounded, malicious, baseless, and
unlawfully instituted since there was already a pending insolvency proceedings, although
Great Asian subsequently withdrew its petition for voluntary insolvency. Great Asian
further raised the alleged lack of authority of Arsenio to sign the Deeds of Assignment as
well as the absence of consideration and consent of all the parties to the Surety
Agreements signed by Tan Chong Lin.
Ruling of the Trial Court
The trial court rendered its decision on January 26, 1988 with the following ndings
and conclusions:
"From the foregoing facts and circumstances, the Court nds that the
plaintiff has established its causes of action against the defendants. The Board
Resolution (Exh "T"), dated March 17, 1981, authorizing Arsenio Lim Piat, Jr.,
general manager and treasurer of the defendant Great Asian to apply and
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 negotiate for a loan accommodation or credit line with the plaintiff Bancasia in
an amount not exceeding One Million Pesos (P1,000,000.00), and the other Board
Resolution approved on February 10, 1982, authorizing Arsenio Lim Piat, Jr., to
obtain for defendant Asian Center a discounting line with Bancasia at prevailing
discounting rates in an amount not to exceed Two Million Pesos (P2,000,000.00),
both of which were intended to secure money from the plaintiff nancing rm to
nance the business operations of defendant Great Asian, and pursuant to which
Arsenio Lim Piat, Jr. was able to have the aforementioned fteen (15) checks
totaling P1,042,005.00 discounted with the plaintiff, which transactions were
obviously known by the bene ciary thereof, defendant Great Asian, as in fact, in
its aforementioned Schedule and Inventory of Liabilities and Creditors (Exh. DD,
DD-1) attached to its Veri ed Petition for Insolvency, dated May 12, 1982 (pp. 50-
56), the defendant Great Asian admitted an existing liability to the plaintiff, in the
amount of P1,243,632.00, secured by it, by way of ' nancing accommodation,'
from the said nancing institution Bancasia Finance and Investment Corporation,
plaintiff herein, su ciently establish the liability of the defendant Great Asian to
the plaintiff for the amount of P1,042,005.00 sought to be recovered by the latter
in this case. 5
xxx xxx xxx
WHEREFORE, judgment is hereby rendered in favor of the plaintiff and
against the two (2) defendants ordering the latter, jointly and severally, to pay the
former:

(a) The amount of P1,042,005.00, plus interest thereon at the legal rate from
the filing of the complaint until the same is fully paid;

(b) Attorney's fees equivalent to twenty per cent (20%) of the total amount
due; and

(c) The costs of suit.

SO ORDERED." 6

Ruling of the Court of Appeals

On appeal, the Court of Appeals sustained the decision of the lower court, deleting
only the award of attorney's fees, as follows:
"As against appellants' bare denial of it, the Court is more inclined to
accept the appellee's version, to the effect that the subject deeds of assignment
are but individual transactions which — being collectively evidentiary of the loan
accommodation and/or credit line it granted the appellant corporation — should
not be taken singly and distinct therefrom. In addition to its plausibility, the
proposition is, more importantly, adequately backed by the documentary evidence
on record. Aside from the aforesaid Deeds of Assignment (Exhs. "A", "D", "I", and
"R") and the Board Resolutions of the appellant corporation's Board of Directors
(Exhs. "T", "U" and "V"), the appellee — consistent with its theory — interposed the
Surety Agreements the appellant Tan Chong Lin executed (Exhs. "W" and "X"), as
well as the demand letters it served upon the latter as surety (Exhs. "Y" and "Z"). It
bears emphasis that the second Resolution of the appellant corporation's Board
of Directors (Exh. "V") even closely coincides with the execution of the February
11, 1982 and March 5, 1982 Deeds of Assignment (Exhs. "I" and "R"). Were the
appellants' posturings true, it seems rather strange that the appellant Tan Chong
Lin did not even protest or, at least, make known to the appellee what he —
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 together with the appellant corporation — represented to be a corporate larceny to
which all of them supposedly fell prey. In the petition for voluntary insolvency it
led, the appellant corporation, instead, indirectly acknowledged its indebtedness
in terms of nancing accommodations to the appellee, in an amount which, while
not exactly matching the sum herein sought to be collected, approximates the
same (Exhs. "CC", "DD" and "DD-1 ,). 7
xxx xxx xxx
The appellants contend that the foregoing warranties enlarged or
increased the surety's risk, such that appellant Tan Chong Lin should be released
from his liabilities (pp. 37-44, Appellant's Brief). Without saying more, the
appellants' position is, however, soundly debunked by the undertaking expressed
in the Comprehensive and Continuing Surety Agreements (Exhs. "W" and "X"), to
the effect that the ". . . surety/ies, jointly and severally among themselves and
likewise with the principal, hereby agree/s and bind/s himself to pay at maturity
all the notes, drafts, bills of exchange, overdrafts and other obligations which the
principal may now or may hereafter owe the creditor . . . ." With the possible
exception of the xed ceiling for the amount of loan obtainable, the surety
undertaking in the case at bar is so comprehensive as to contemplate each and
every condition, term or warranty which the principal parties may have or may be
minded to agree on. Having a xed his signature thereto, the appellant Tan
Chong Lin is expected to have, at least, read and understood the same.
xxx xxx xxx
With the foregoing disquisition, the Court sees little or no reason to go into
the appellants' remaining assignments of error, save the matter of attorney's fees.
For want of a statement of the rationale therefore in the body of the challenged
decision, the trial court's award of attorney's fees should be deleted and
disallowed (Abrogar vs. Intermediate Appellate Court, 157 SCRA 57).
WHEREFORE, the decision appealed from is MODIFIED, to delete the trial
court's award of attorney's fees. The rest is AFFIRMED in toto.
SO ORDERED." 8

The Issues
The petition is anchored on the following assigned errors:
"1. The respondent Court erred in not holding that the proper parties against
whom this action for collection should be brought are the drawers and
indorser of the checks in question, being the real parties in interest, and not
the herein petitioners.
2. The respondent Court erred in not holding that the petitioner-corporation is
discharged from liability for failure of the private respondent to comply
with the provisions of the Negotiable Instruments Law on the dishonor of
the checks.

3. The respondent Court erred in its appreciation and interpretation of the

effect and legal consequences of the signing of the deeds of assignment
and the subsequent indorsement of the checks by Arsenio Lim Piat, Jr. in
his individual and personal capacity and without stating or indicating the
name of his supposed principal.

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 4. The respondent Court erred in holding that the assignment of the checks is
a loan accommodation or credit line accorded by the private respondent to
petitioner-corporation, and not a purchase and sale thereof.

5. The respondent Court erred in not holding that there was a material
alteration of the risk assumed by the petitioner-surety under his surety
agreement by the terms, conditions, warranties and obligations assumed
by the assignor Arsenio Lim Piat, Jr. under the deeds of assignment or
receivables.
6. The respondent Court erred in holding that the petitioner-corporation
impliedly admitted its liability to private respondent when the former
included the latter as one of its creditors in its petition for voluntary
insolvency, although no claim was led and proved by the private
respondent in the insolvency court.
7. The respondent Court erred in holding the petitioners liable to private
respondent on the transactions in question." 9

The issues to be resolved in this petition can be summarized into three:

1. WHETHER ARSENIO HAD AUTHORITY TO EXECUTE THE DEEDS OF
ASSIGNMENT AND THUS BIND GREAT ASIAN;
2. WHETHER GREAT ASIAN IS LIABLE TO BANCASIA UNDER THE
DEEDS OF ASSIGNMENT FOR BREACH OF CONTRACT PURSUANT TO
THE CIVIL CODE, INDEPENDENT OF THE NEGOTIABLE
INSTRUMENTS LAW;
3. WHETHER TAN CHONG LIN IS LIABLE TO GREAT ASIAN UNDER THE
SURETY AGREEMENTS.
The Court's Ruling
The petition is bereft of merit.
First Issue: Authority of Arsenio to Sign the Deeds of Assignment
Great Asian asserts that Arsenio signed the Deeds of Assignment and indorsed the
checks in his personal capacity. The primordial question that must be resolved is whether
Great Asian authorized Arsenio to sign the Deeds of Assignment. If Great Asian so
authorized Arsenio, then Great Asian is bound by the Deeds of Assignment and must honor
its terms.
The Corporation Code of the Philippines vests in the board of directors the exercise
of the corporate powers of the corporation, save in those instances where the Code
requires stockholders' approval for certain specific acts. Section 23 of the Code provides:
"SEC. 23. The Board of Directors or Trustees . Unless otherwise
provided in this Code, the corporate powers of all corporations formed under this
Code shall be exercised, all business conducted and all property of such
corporations controlled and held by the board of directors or trustees . . ."

In the ordinary course of business, a corporation can borrow funds or dispose of

assets of the corporation only on authority of the board of directors. The board of
directors normally designates one or more corporate o cers to sign loan documents
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 or deeds of assignment for the corporation.
To secure a credit accommodation from Bancasia, the board of directors of Great
Asian adopted two board resolutions on different dates, the rst on March 17, 1981, and
the second on February 10, 1982. These two board resolutions, as certi ed under oath by
Great Asian's Corporate Secretary Mario K. Tan, state:
First Board Resolution
"RESOLVED, that the Treasurer of the corporation, Mr. Arsenio Lim Piat, Jr., be
authorized as he is authorized to apply for and negotiate for a loan
accommodation or credit line in the amount not to exceed ONE MILLION PESOS
(P1,000,000.00), with Bancasia Finance and Investment Corporation, and likewise
to sign any and all papers, documents, and/or promissory notes in connection
with said loan accommodation or credit line, including the power to mortgage
such properties of the corporation as may be needed to effectuate the same." 1 0
(Italics supplied)

Second Board Resolution

"RESOLVED that Great Asian Sales Center Corp. obtain a discounting line with
BANCASIA FINANCE & INVESTMENT CORPORATION, at prevailing discounting
rates, in an amount not to exceed ** TWO MILLION PESOS ONLY (P2,000,000), **
Philippine Currency.

RESOLVED FURTHER, that the corporation secure such other forms of credit lines
with BANCASIA FINANCE & INVESTMENT CORPORATION in an amount not to
exceed ** TWO MILLION PESOS ONLY (P2,000,000.00), ** PESOS, under such
terms and conditions as the signatories may deem fit and proper.
RESOLVED FURTHER, that the following persons be authorized individually,
jointly or collectively to sign, execute and deliver any and all instruments,
documents, checks, sureties, etc. necessary or incidental to secure any of the
foregoing obligation:

(signed)
Specimen Signature
1. ARSENIO LIM PIAT, JR.
2. ____________________
3. ____________________
4. ____________________
PROVIDED FINALLY that this authority shall be valid, binding and effective
until revoked by the Board of Directors in the manner prescribed by law, and that
BANCASIA FINANCE & INVESTMENT CORPORATION shall not be bound by any
such revocation until such time as it is noticed in writing of such revocation." 1 1
(Italics supplied)

The rst board resolution expressly authorizes Arsenio, as Treasurer of Great Asian,
to apply for a "loan accommodation or credit line" with Bancasia for not more than P1.0
million. Also, the rst resolution explicitly authorizes Arsenio to sign any document, paper
or promissory note, including mortgage deeds over properties of Great Asian, to secure
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 the loan or credit line from Bancasia.
The second board resolution expressly authorizes Great Asian to secure a
"discounting line" from Bancasia for not more than P2.0 million. The second board
resolution also expressly empowers Arsenio, as the authorized signatory of Great Asian,
"to sign, execute and deliver any and all documents, checks . . . necessary or incidental to
secure" the discounting line. The second board resolution speci cally authorizes Arsenio
to secure the discounting line "under such terms and conditions as (he) . . . may deem t
and proper."
As plain as daylight, the two board resolutions clearly authorize Great Asian to
secure a loan or discounting line from Bancasia. The two board resolutions also
categorically designate Arsenio as the authorized signatory to sign and deliver all the
implementing documents, including checks, for Great Asian. There is no iota of doubt
whatsoever about the purpose of the two board resolutions, and about the authority of
Arsenio to act and sign for Great Asian. The second board resolution even gave Arsenio
full authority to agree with Bancasia on the terms and conditions of the discounting line.
Great Asian adopted the correct and proper board resolutions to secure a loan or
discounting line from Bancasia, and Bancasia had a right to rely on the two board
resolutions of Great Asian. Signi cantly, the two board resolutions speci cally refer to
Bancasia as the nancing institution from whom Great Asian will secure the loan
accommodation or discounting line.
Armed with the two board resolutions, Arsenio signed the Deeds of Assignment
selling, and endorsing, the fteen checks of Great Asian to Bancasia. On the face of the
Deeds of Assignment, the contracting parties are indisputably Great Asian and Bancasia
as the names of these entities are expressly mentioned therein as the assignor and
assignee, respectively. Great Asian claims that Arsenio signed the Deeds of Assignment in
his personal capacity because Arsenio signed above his printed name, below which was
the word "Assignor", thereby making Arsenio the assignor. Great Asian conveniently omits
to state that the rst paragraph of the Deeds expressly contains the following words: " the
ASSIGNOR, Great Asian Sales Center, a domestic corporation . . . herein represented by its
Treasurer Arsenio Lim Piat, Jr. " The assignor is undoubtedly Great Asian, represented by
its Treasurer, Arsenio. The only issue to determine is whether the Deeds of Assignment are
indeed the transactions the board of directors of Great Asian authorized Arsenio to sign
under the two board resolutions.
Under the Deeds of Assignment, Great Asian sold fteen postdated checks at a
discount, over three months, to Bancasia. The Deeds of Assignment uniformly state that
Great Asian, —
". . . for valuable consideration received, does hereby SELL, TRANSFER,
CONVEY, and ASSIGN, unto . the ASSIGNEE, BANCASIA FINANCE & INVESTMENT
CORP., a domestic corporation . . . , the following ACCOUNTS RECEIVABLES due
and payable to it, having an aggregate face value of . . ."

The Deeds of Assignment enabled Great Asian to generate instant cash from its fteen
checks, which were still not due and demandable then. In short, instead of waiting for
the maturity dates of the fteen postdated checks, Great Asian sold the checks to
Bancasia at less than the total face value of the checks. In exchange for receiving an
amount less than the face value of the checks, Great Asian obtained immediately much
needed cash. Over three months, Great Asian entered into four transactions of this
nature with Bancasia, showing that Great Asian availed of a discounting line with
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 Bancasia.
In the nancing industry, the term "discounting line" means a credit facility with a
nancing company or bank, which allows a business entity to sell, on a continuing basis, its
accounts receivable at a discount. 1 2 The term "discount" means the sale of a receivable at
less than its face value. The purpose of a discounting line is to enable a business entity to
generate instant cash out of its receivables which are still to mature at future dates. The
nancing company or bank which buys the receivables makes its pro t out of the
difference between the face value of the receivable and the discounted price. Thus, Section
3 (a) of the Financing Company Act of 1998 provides:
"Financing companies" are corporations . . . primarily organized for the
purpose of extending credit facilities to consumers and to industrial, commercial
or agricultural enterprises by discounting or factoring commercial papers or
accounts receivable, or by buying and selling contracts, leases, chattel mortgages,
or other evidences of indebtedness, or by nancial leasing of movable as well as
immovable property." (Italics supplied)

This de nition of " nancing companies" is substantially the same de nition as in the old
Financing Company Act (R.A. No. 5980). 1 3
Moreover, Section 1 (h) of the New Rules and Regulations adopted by the Securities
and Exchange Commission to implement the Financing Company Act of 1998 states:
"Discounting" is a type of receivables nancing whereby evidences of
indebtedness of a third party, such as installment contracts, promissory notes
and similar instruments, are purchased by, or assigned to, a financing company in
an amount or for a consideration less than their face value." (Italics supplied)
Likewise, this de nition of "discounting" is an exact reproduction of the de nition of
"discounting" in the implementing rules of the old Finance Company Act.
Clearly, the discounting arrangements entered into by Arsenio under the Deeds of
Assignment were the very transactions envisioned in the two board resolutions of Great
Asian to raise funds for its business. Arsenio acted completely within the limits of his
authority under the two board resolutions. Arsenio did exactly what the board of directors
of Great Asian directed and authorized him to do.
Arsenio had all the proper and necessary authority from the board of directors of
Great Asian to sign the Deeds of Assignment and to endorse the fteen postdated checks.
Arsenio signed the Deeds of Assignment as agent and authorized signatory of Great Asian
under an authority expressly granted by its board of directors. The signature of Arsenio on
the Deeds of Assignment is effectively also the signature of the board of directors of
Great Asian, binding on the board of directors and on Great Asian itself. Evidently, Great
Asian shows its bad faith in disowning the Deeds of Assignment signed by its own
Treasurer, after receiving valuable consideration for the checks assigned under the Deeds.
Second Issue: Breach of Contract by Great Asian
Bancasia's complaint against Great Asian is founded on the latter's breach of
contract under the Deeds of Assignment. The Deeds of Assignment uniformly stipulate 1 4
as follows:
"If for any reason the receivables or any part thereof cannot be paid by the
obligor/s, the ASSIGNOR unconditionally and irrevocably agrees to pay the same,
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 assuming the liability to pay, by way of penalty three per cent (3%) of the total
amount unpaid, for the period of delay until the same is fully paid.

In case of any litigation which the ASSIGNEE may institute to enforce the
terms of this agreement, the ASSIGNOR shall be liable for all the costs, plus
attorney's fees equivalent to twenty- ve (25%) per cent of the total amount due.
Further thereto, the ASSIGNOR agrees that any and all actions which may be
instituted relative hereto shall be led before the proper courts of the City of
Manila, all other appropriate venues being hereby waived.

The last Deed of Assignment 1 5 contains the following added stipulation:

". . . Likewise, it is hereby understood that the warranties which the
ASSIGNOR hereby made are deemed part of the consideration for this transaction,
such that any violation of any one, some, or all of said warranties shall be
deemed as deliberate misrepresentation on the part of the ASSIGNOR. In such
event, the monetary obligation herein conveyed unto the ASSIGNEE shall be
conclusively deemed defaulted, giving rise to the immediate responsibility on the
part of the ASSIGNOR to make good said obligation, and making the ASSIGNOR
liable to pay the penalty stipulated hereinabove as if the original obligor/s of the
receivables actually defaulted. . . . "

Obviously, there is one vital suspensive condition in the Deeds of Assignment. That
is, in case the drawers fail to pay the checks on maturity, Great Asian obligated itself to
pay Bancasia the full face value of the dishonored checks, including penalty and attorney's
fees. The failure of the drawers to pay the checks is a suspensive condition, 1 6 the
happening of which gives rise to Bancasia's right to demand payment from Great Asian.
This conditional obligation of Great Asian arises from its written contracts with Bancasia
as embodied in the Deeds of Assignment. Article 1157 of the Civil Code provides that —
"Obligations arise from:

(1) Law;
(2) Contracts;

(3) Quasi-contracts;
(4) Acts or omissions punished by law; and

(5) Quasi-delicts."

By express provision in the Deeds of Assignment, Great Asian unconditionally

obligated itself to pay Bancasia the full value of the dishonored checks. In short, Great
Asian sold the postdated checks on with recourse basis against itself. This is an obligation
that Great Asian is bound to faithfully comply because it has the force of law as between
Great Asian and Bancasia. Article 1159 of the Civil Code further provides that —
"Obligations arising from contracts have the force of law between the
contracting parties and should be complied with in good faith."

Great Asian and Bancasia agreed on this speci c with recourse stipulation, despite
the fact that the receivables were negotiable instruments with the endorsement of
Arsenio. The contracting parties had the right to adopt the with recourse stipulation which
is separate and distinct from the warranties of an endorser under the Negotiable
Instruments Law. Article 1306 of the Civil Code provides that —
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 "The contracting parties may establish such stipulations, clauses, terms
and conditions as they may deem convenient, provided they are not contrary to
law, morals, good customs, public order, or public policy."

The explicit with recourse stipulation against Great Asian effectively enlarges, by
agreement of the parties, the liability of Great Asian beyond that of a mere endorser of
a negotiable instrument. Thus, whether or not Bancasia gives notice of dishonor to
Great Asian, the latter remains liable to Bancasia because of the with recourse
stipulation which is independent of the warranties of an endorser under the Negotiable
Instruments Law.
There is nothing in the Negotiable Instruments Law or in the Financing Company Act
(old or new), that prohibits Great Asian and Bancasia parties from adopting the with
recourse stipulation uniformly found in the Deeds of Assignment. Instead of being
negotiated, a negotiable instrument may be assigned. 1 7 Assignment of a negotiable
instrument is actually the principal mode of conveying accounts receivable under the
Financing Company Act. Since in discounting of receivables the assignee is subrogated as
creditor of the receivable, the endorsement of the negotiable instrument becomes
necessary to enable the assignee to collect from the drawer. This is particularly true with
checks because collecting banks will not accept checks unless endorsed by the payee.
The purpose of the endorsement is merely to facilitate collection of the proceeds of the
checks.
The purpose of the endorsement is not to make the assignee nance company a
holder in due course because policy considerations militate against according nance
companies the rights of a holder in due course. 1 8 Otherwise, consumers who purchase
appliances on installment, giving their promissory notes or checks to the seller, will have
no defense against the nance company should the appliances later turn out to be
defective. Thus, the endorsement does not operate to make the nance company a holder
in due course. For its own protection, therefore, the nance company usually requires the
assignor, in a separate and distinct contract, to pay the nance company in the event of
dishonor of the notes or checks.
As endorsee of Great Asian, Bancasia had the option to proceed against Great Asian
under the Negotiable Instruments Law. Had it so proceeded, the Negotiable Instruments
Law would have governed Bancasia's cause of action. Bancasia, however, did not choose
this route. Instead, Bancasia decided to sue Great Asian for breach of contract under the
Civil Code, a right that Bancasia had under the express with recourse stipulation in the
Deeds of Assignment.
The exercise by Bancasia of its option to sue for breach of contract under the Civil
Code will not leave Great Asian holding an empty bag. Great Asian, after paying Bancasia,
is subrogated back as creditor of the receivables. Great Asian can then proceed against
the drawers who issued the checks. Even if Bancasia failed to give timely notice of
dishonor, still there would be no prejudice whatever to Great Asian. Under the Negotiable
Instruments Law, notice of dishonor is not required if the drawer has no right to expect or
require the bank to honor the check, or if the drawer has countermanded payment. 1 9 In the
instant case, all the checks were dishonored for any of the following reasons: "account
closed", "account under garnishment", insu ciency of funds", or "payment stopped". In the
rst three instances, the drawers had no right to expect or require the bank to honor the
checks, and in the last instance, the drawers had countermanded payment.
Moreover, under common law, delay in notice of dishonor, where such notice is
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 required, discharges the drawer only to the extent of the loss caused by the delay. 2 0 This
rule nds application in this jurisdiction pursuant to Section 196 of the Negotiable
Instruments Law which states, "Any case not provided for in this Act shall be governed by
the provisions of existing legislation, or in default thereof, by the rules of the Law
Merchant." Under Section 186 of the Negotiable Instruments Law, delay in the presentment
of checks discharges the drawer. However, Section 186 refers only to delay in
presentment of checks but is silent on delay in giving notice of dishonor. Consequently, the
common law or Law Merchant can supply this gap in accordance with Section 196 of the
Negotiable Instruments Law.
One other issue raised by Great Asian, that of lack of consideration for the Deeds of
Assignment, is completely unsubstantiated. The Deeds of Assignment uniformly provide
that the fteen postdated checks were assigned to Bancasia "for valuable consideration."
Moreover, Article 1354 of the Civil Code states that, "Although the cause is not stated in
the contract, it is presumed that it exists and is lawful, unless the debtor proves the
contrary." The record is devoid of any showing on the part of Great Asian rebutting this
presumption. On the other hand, Bancasia's Loan Section Manager, Cynthia Maclan,
testi ed that Bancasia paid Great Asian a consideration at the discount rate of less than
24% of the face value of the postdated checks. 2 1 Moreover, in its veri ed petition for
voluntary insolvency, Great Asian admitted its debt to Bancasia when it listed Bancasia as
one of its creditors, an extra-judicial admission that Bancasia proved when it formally
offered in evidence the veri ed petition for insolvency. 2 2 The Insolvency Law requires the
petitioner to submit a schedule of debts that must "contain a full and true statement of all
his debts and liabilities." 2 3 The Insolvency Law even requires the petitioner to state in his
veri cation that the schedule of debts contains "a full, correct and true discovery of all my
debts and liabilities . . ." 2 4 Great Asian cannot now claim that the listing of Bancasia as a
creditor was not an admission of its debt to Bancasia but merely an acknowledgment that
Bancasia had sent a demand letter to Great Asian.
Great Asian, moreover, claims that the assignment of the checks is not a loan
accommodation but a sale of the checks. With the sale, ownership of the checks passed
to Bancasia, which must now, according to Great Asian, sue the drawers and indorser of
the check who are the parties primarily liable on the checks. Great Asian forgets that under
the Deeds of Assignment, Great Asian expressly undertook to pay the full value of the
checks in case of dishonor. Again, we reiterate that this obligation of Great Asian is
separate and distinct from its warranties as indorser under the Negotiable Instruments
Law.
Great Asian is, however, correct in saying that the assignment of the checks is a
sale, or more properly a discounting, of the checks and not a loan accommodation.
However, it is precisely because the transaction is a sale or a discounting of receivables,
embodied in separate Deeds of Assignment, that the relevant provisions of the Civil Code
are applicable and not the Negotiable Instruments Law.
At any rate, there is indeed a ne distinction between a discounting line and a loan
accommodation. If the accounts receivable, like postdated checks, are sold for a
consideration less than their face value, the transaction is one of discounting, and is
subject to the provisions of the Financing Company Act. The assignee is immediately
subrogated as creditor of the accounts receivable. However, if the accounts receivable are
merely used as collateral for the loan, the transaction is only a simple loan, and the lender
is not subrogated as creditor until there is a default and the collateral is foreclosed.

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 In summary, Great Asian's four contracts assigning its fteen postdated checks to
Bancasia expressly stipulate the suspensive condition that in the event the drawers of the
checks fail to pay, Great Asian itself will pay Bancasia. Since the common condition in the
contracts had transpired, an obligation on the part of Great Asian arose from the four
contracts, and that obligation is to pay Bancasia the full value of the checks, including the
stipulated penalty and attorney's fees.
Third Issue: The liability of surety Tan Chong Lin
Tan Chong Lin, the President of Great Asian, is being sued in his personal capacity
based on the Surety Agreements he signed wherein he solidarily held himself liable with
Great Asian for the payment of its debts to Bancasia. The Surety Agreements contain the
following common condition:
"Upon failure of the Principal to pay at maturity, with or without demand,
any of the obligations above mentioned, or in case of the Principal's failure
promptly to respond to any other lawful demand made by the Creditor, its
successors, administrators or assigns, both the Principal and the Surety/ies shall
be considered in default and the Surety/ies agree/s to pay jointly and severally to
the Creditor all outstanding obligations of the Principal, whether due or not due,
and whether held by the Creditor as Principal or agent, and it is agreed that a
certi ed statement by the Creditor as to the amount due from the Principal shall
be accepted by the Surety/ies as correct and nal for all legal intents and
purposes."

Indisputably, Tan Chong Lin explicitly and unconditionally bound himself to pay
Bancasia, solidarily with Great Asian, if the drawers of the checks fail to pay on due
date. The condition on which Tan Chong Lin's obligation hinged had happened. As
surety, Tan Chong Lin automatically became liable for the entire obligation to the same
extent as Great Asian.
Tan Chong Lin, however, contends that the following warranties in the Deeds of
Assignment enlarge or increase his risks under the Surety Agreements:
"The ASSIGNOR warrants:
1. the soundness of the receivables herein assigned;

2. that said receivables are duly noted in its books and are supported by
appropriate documents;
3. that said receivables are genuine, valid and subsisting;

4. that said receivables represent bona de sale of goods, merchandise,

and/or services rendered in the ordinary course of its business
transactions;

5. that the obligors of the receivables herein assigned are solvent;

6. that it has valid and genuine title to and indefeasible right to dispose of
said accounts;

7. that said receivables are free from all liens and encumbrances;

8. that the said receivables are freely and legally transferable, and that the
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 obligor/s therein will not interpose any objection to this assignment, and
has in fact given his/their consent hereto."

Tan Chong Lin maintains that these warranties in the Deeds of Assignment
materially altered his obligations under the Surety Agreements, and therefore he is
released from any liability to Bancasia. Under Article 1215 of the Civil Code, what releases
a solidary debtor is a "novation, compensation, confusion or remission of the debt" made
by the creditor with any of the solidary debtors. These warranties, however, are the usual
warranties made by one who discounts receivables with a nancing company or bank. The
Surety Agreements, written on the letter head of "Bancasia Finance & Investment
Corporation," uniformly state that "Great Asian Sales Center . . . has obtained and/or
desires to obtain loans, overdrafts, discounts and/or other forms of credits from"
Bancasia. Tan Chong Lin was clearly on notice that he was holding himself as surety of
Great Asian which was discounting postdated checks issued by its buyers of goods and
merchandise. Moreover, Tan Chong Lin, as President of Great Asian, cannot feign
ignorance of Great Asian's business activities or discounting transactions with Bancasia.
Thus, the warranties do not increase or enlarge the risks of Tan Chong Lin under the Surety
Agreements. There is, moreover, no novation of the debt of Great Asian that would warrant
release of the surety.
In any event, the provisions of the Surety Agreements are broad enough to include
the obligations of Great Asian to Bancasia under the warranties. The rst Surety
Agreement states that:
". . . herein Surety/ies, jointly and severally among themselves and likewise
with principal, hereby agree/s, and bind/s himself/themselves to pay at maturity
all the notes, drafts, bills of exchange, overdraft and other obligations of every
kind which the Principal may now or may hereafter owe the Creditor, including
extensions or renewals thereof in the sum *** ONE MILLION ONLY *** PESOS
(P1,000,000.00), Philippine Currency, plus stipulated interest thereon at the rate of
sixteen percent (16%) per annum, or at such increased rate of interest which the
Creditor may charge on the Principal's obligations or renewals or the reduced
amount thereof, plus all the costs and expenses which the Creditor may incur in
connection therewith.

xxx xxx xxx

Upon failure of the Principal to pay at maturity, with or without demand,
any of the obligations above mentioned, or in case of the Principal's failure
promptly to respond to any other lawful demand made by the Creditor, its
successors, administrators or assigns, both the Principal and the Surety/ies shall
be considered in default and the Surety/ies agree/s to pay jointly and severally to
the Creditor all outstanding obligations of the Principal, whether due or not due,
and whether held by the Creditor as Principal or agent, and it is agreed that a
certi ed statement by the Creditor as to the amount due from the Principal shall
be accepted by the Surety/ies as correct and nal for all legal intents and
purposes. (Italics supplied)

The second Surety Agreement contains the following provisions:

". . . herein Surety/ies, jointly and severally among themselves and likewise
with PRINCIPAL, hereby agree and bind themselves to pay at maturity all the
notes, drafts, bills of exchange, overdraft and other obligations of every kind
which the PRINCIPAL may now or may hereafter owe the Creditor , including
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 extensions and/or renewals thereof in the principal sum not to exceed TWO
MILLION (P2,000,000.00) PESOS, Philippine Currency, plus stipulated interest
thereon, or such increased or decreased rate of interest which the Creditor may
charge on the principal sum outstanding pursuant to the rules and regulations
which the Monetary Board may from time to time promulgate, together with all
the cost and expenses which the CREDITOR may incur in connection therewith.
If for any reason whatsoever, the PRINCIPAL should fail to pay at maturity
any of the obligations or amounts due to the CREDITOR, or if for any reason
whatsoever the PRINCIPAL fails to promptly respond to and comply with any
other lawful demand made by the CREDITOR, or if for any reason whatsoever any
obligation of the PRINCIPAL in favor of any person or entity should be considered
as defaulted, then both the PRINCIPAL and the SURETY/IES shall be considered
in default under the terms of this Agreement. Pursuant thereto, the SURETY/IES
agree/s to pay jointly and severally with the PRINCIPAL, all outstanding
obligations of the CREDITOR, whether due or not due, and whether owing to the
PRINCIPAL in its personal capacity or as agent of any person, endorsee, assignee
or transferee. . . . (Italics supplied)

Article 1207 of the Civil Code provides, ". . . There is a solidary liability only when the
obligation expressly so states, or when the law or nature of the obligation requires
solidarity." The stipulations in the Surety Agreements undeniably mandate the solidary
liability of Tan Chong Lin with Great Asian. Moreover, the stipulations in the Surety
Agreements are su ciently broad, expressly encompassing " all the notes, drafts, bills of
exchange, overdraft and other obligations of every kind which the PRINCIPAL may now or
may hereafter owe the Creditor". Consequently, Tan Chong Lin must be held solidarily liable
with. Great Asian for the nonpayment of the fteen dishonored checks, including penalty
and attorney's fees in accordance with the Deeds of Assignment.
The Deeds of Assignment stipulate that in case of suit Great Asian shall pay
attorney's fees equivalent to 25% of the outstanding debt. The award of attorney's fees in
the instant case is justified, 2 5 not only because of such stipulation, but also because Great
Asian and Tan Chong Lin acted in gross and evident bad faith in refusing to pay Bancasia's
plainly valid, just and demandable claim. We deem it just and equitable that the stipulated
attorney's fee should be awarded to Bancasia.
The Deeds of Assignment also provide for a 3% penalty on the total amount due in
case of failure to pay, but the Deeds are silent on whether this penalty is a running monthly
or annual penalty. Thus, the 3% penalty can only be considered as a one-time penalty.
Moreover, the Deeds of Assignment do not provide for interest if Great Asian fails to pay.
We can only award Bancasia legal interest at 12% interest per annum, and only from the
time it led the complaint because the records do not show that Bancasia made a written
demand on Great Asian prior to ling the complaint. 2 6 Bancasia made an extrajudicial
demand on Tan Chong Lin, the surety, but not on the principal debtor, Great Asian. SIHCDA

WHEREFORE, the assailed Decision of the Court of Appeals in CA-G.R. CV No. 20167
is AFFIRMED with MODIFICATION. Petitioners are ordered to pay, solidarily, private
respondent the following amounts: (a) P1,042,005.00 plus 3% penalty thereon, (b) interest
on the total outstanding amount in item (a) at the legal rate of 12% per annum from the
ling of the complaint until the same is fully paid, (c) attorney's fees equivalent to 25% of
the total amount in item (a), including interest at 12% per annum on the outstanding
amount of the attorney's fees from the nality of this judgment until the same is fully paid,
and (c) costs of suit.
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 SO ORDERED.
Vitug and Panganiban, JJ., concur.
Melo, J., is on leave.
Sandoval-Gutierrez, J., took no part.

Footnotes

1. Rollo, pp. 38-58.

2. Eleventh Division composed of Justices Nathanael P. De Pano, Jr. (ponente), Jesus M.
Elbinias and Angelina S. Gutierrez (now a member of this Court).
3. Rollo, pp. 144-157.
4. Penned by Judge Maximo A. Savellano, Jr.
5. Rollo, pp. 154-155.
6. Ibid., pp. 156-157.
7. Ibid., pp. 76-77.
8. Ibid., pp. 79-81.
9. Rollo, pp. 13-15.
10. Plaintiff's Evidence, p. 15.

11. Plaintiff's Evidence, p. 16.

12. The following entry on "discount" in Simon & Schuster New Millennium Encyclopedia
(2000 CD Version) explains the meaning of a discounting line: "In nance, discounts are
premiums or considerations given on the purchase of promissory notes, bills of
exchange, or other forms of negotiable commercial paper in advance of their maturity
dates. Such discounts make up deductions from the face value of the discounted paper
and are made at the time of purchase. The principal agencies engaged in discounting
commercial paper are commercial banks and, in a few countries, nancial institutions
that specialize in that practice. When discounted paper is again put into circulation by a
bank or discount house and is discounted again, it is said to be rediscounted.
When discounted paper matures, the holders of such bills and notes receive the full face
value of the commercial paper they present for payment; therefore, the practice of
discounting bills and notes is, in effect, a means of extending credit in the form of loans;
the discounts are regarded as advance collections of interest on the loans. Rates for
discounting and rediscounting commercial paper are established by commercial banks
and discount houses in accordance with the relative supply of money available for
commercial loans. In countries in which the banking system is organized on a
centralized basis, discount and rediscount rates are determined in large part by the
central banks; in the U.S., these rates are established in part by the Federal Reserve
System to control the volume of credit and thus stimulate or slow the economy."

13. Section 3(a) of R.A. No. 5980 stated as follows: "Financing companies," hereinafter
called companies, are corporations . . . which are primarily organized for the purpose of
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 extending credit facilities to consumers and to industrial, commercial, or agricultural
enterprises, either by discounting or factoring commercial papers or accounts receivable,
or by buying and selling contracts, leases, chattel mortgages, or other evidences of
indebtedness, . . . "

14. Plaintiff's Evidence, Exhs. "A", "D", "I", "R", pp. 1, 3, 6 and 11-12.
15. Plaintiff's Evidence, Exh. "R", pp. 11-12.

16. Article 1181 of the Civil Code provides as follows: "In conditional obligations, the
acquisition of rights, as well as the extinguishment or loss of those already acquired,
shall depend upon the happening of the event which constitutes the condition."
17. Sesbreño vs. Court of Appeals, 222 SCRA 466 (1993).
18. See Campos & Campos, p. 128, Notes and Selected Cases on Negotiable Instruments
Law (1971).
19. Section 114 (d) and (e) of the Negotiable Instruments Law provides as follows: "When
notice need not be given to drawer. — Notice of dishonor is not required to be given to the
drawer in either of the following cases: (a) . . .; (d) Where the drawer has no right to
expect or require that the drawee or acceptor will honor the instrument; (e) Where the
drawer has countermanded payment."
20. Campos & Campos, p. 516, supra., Note 18.

21. TSN, May 7, 1984, p. 9.

22. Original Records, Exhibits "DD", "DD-1", pp. 238-244.

23. Act No. 1956, Section 15.

24. Ibid., Section 17.

25. Article 2208 of the Civil Code.

26. Eastern Shipping Lines, Inc. vs. Court of Appeals, 234 SCRA 78 (1994).

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