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Aguenza Vs Metrobank Digest

The case involved a promissory note for 500,000 pesos signed by Arrieta and Perez in favor of Metrobank. Metrobank later tried to hold Intertrade and Aguenza liable for the loan as well, claiming the note was covered by an earlier suretyship agreement. The RTC ruled Intertrade and Aguenza were not liable as the note was a personal obligation of Arrieta and Perez. The CA reversed this finding. The Supreme Court then ruled that Arrieta and Perez were not authorized by Intertrade through its board to take out the loan, so the note was not a corporate liability and not covered by the suretyship agreement. The CA decision was reversed and the RTC

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798 views1 page

Aguenza Vs Metrobank Digest

The case involved a promissory note for 500,000 pesos signed by Arrieta and Perez in favor of Metrobank. Metrobank later tried to hold Intertrade and Aguenza liable for the loan as well, claiming the note was covered by an earlier suretyship agreement. The RTC ruled Intertrade and Aguenza were not liable as the note was a personal obligation of Arrieta and Perez. The CA reversed this finding. The Supreme Court then ruled that Arrieta and Perez were not authorized by Intertrade through its board to take out the loan, so the note was not a corporate liability and not covered by the suretyship agreement. The CA decision was reversed and the RTC

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Vincent Quiña Piga
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We take content rights seriously. If you suspect this is your content, claim it here.
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3. Aguenza vs. Metropolitan Bank and Trust Co. et al.

G.R. No. 74336, 4/7/1997


FACTS: On March 21, 1978, private respondents Vitaliado Arrieta, VP of Intertrade
and Lilia P. Perez, a bookkeeper in the employ of Intertrade, obtained a P500,000.00
loan from private respondent Metrobank. Both executed a Promissory Note in favor
of said bank in the amount of P500,000.00. Under said note, private respondents
Arrieta and Perez promised to pay said amount, jointly and severally, in twenty five
(25) equal installments of P20,000.00 each starting on April 20, 1979 with interest
of 18.704% per annum, and in case of default, a further 8% per annum.
Private respondents Arrieta and Perez defaulted in the payment of several
installments, thus resulting in the entire obligation becoming due and demandable.
In 1979, private respondent Metrobank instituted suit against Intertrade, Vitaliado
Arrieta, Lilia Perez and her husband, Patricio Perez, to collect not only the unpaid
principal obligation, but also interests, fees and penalties, exemplary damages, as
well as attorney's fees and costs of suit.
More than a year after private respondent Metrobank filed its original complaint,
it filed an Amended Complaint dated August 30, 1980 for the sole purpose of
impleading petitioner as liable for the loan made by private respondents Arrieta and
Perez on March 21, 1978, notwithstanding the fact that such liability is being
claimed on account of a Continuing Suretyship Agreement dated March 14, 1977
executed by petitioner and private respondent Arrieta specifically to guarantee the
credit line applied for by and granted to, Intertrade, through petitioner and private
respondent Arrieta who were specially given authority by Intertrade on February 28,
1977 to open credit lines with private respondent Metrobank. The obligations
incurred by Intertrade under such credit lines were completely paid as evidenced by
private respondent Metrobank's debit memo in the full amount of P562,443.46.
RTC ruled that petitioner and Intertrade are not liable for the promissory note
executed by Arrieta and Lilia Perez in the amount of 500,000 as the same was the
personal liability of the latter.
CA reversed the trial court and ordered Intertrade and Marketing Co., Inc. and J.
Antonio Aguenza to pay, jointly and severally, the promissory note contracted by
Arrieta and Lilia Perez.
ISSUE : Was the promissory note dated 21 March 1978 secured and signed by
Arrieta and Lilia Perez a corporate liability of Intertrade and Aguenza?
RULING:
NO. Arrieta and Perez were never authorized by Intertrade through a board
resolution of the Board of Directors of Intertrade authorizing the former to transact
said loan for and in behalf of the corporation. It is a well-settled rule that a
corporation transacts its business only through its officers or agents. And the
authority of such officers or agents is derived from the BOD or other governing body
unless conferred by the charter of the corporation. It is to be noted that the
promissory note dated 21 March 1977 was signed by Arrieta and Lilia Perez only
with no indication as to what capacity the two signatories had in affixing their
signatures thereon. There is no record that Intertrade through its BOD, conferred
upon Arrieta and Lilia Perez the authority to contract a loan with Metrobank and
execute the promissory note as a security therefor.
Metrobank in turn never presented a board resolution nor a stockholder's resolution
showing that Arrieta and Lilia Perez were empowered by Intertrade to execute the
promissory note. Being that the promissory note was not the responsibility of
Intertrade, it follows that the same was not covered by the Continuing Suretyship
Agreement.
CA decision is reversed and trial court decision is REINSTATED.

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