Beruflich Dokumente
Kultur Dokumente
ISSUE:
Whether or not the Sps. Toh are discharged as sureties of the Continuing Guaranty.
HELD:
Yes.
This Court holds that the Continuing Guaranty is a valid and binding contract of petitioner-spouses as it is a
public document that enjoys the presumption of authenticity and due execution. Similarly, there is no basis
for petitioners to limit their responsibility thereon so long as they were corporate officers and stockholders
of FBPC. Nothing in the Continuing Guaranty restricts their contractual undertaking to such condition or
eventuality. If petitioners intended not to be charged as sureties after their withdrawal from FBPC, they
could have simply terminated the agreement by serving the required notice of revocation upon the Bank as
expressly allowed therein.
However, the bank must also be held liable for its actions regarding the extension of the due dates of the
letters of credit, this court cannot exclude from the Continuing Guaranty the preconditions of the Bank that
were plainly stipulated in the letter-advise. Furthermore, the assurance of the sureties in the Continuing
Guaranty that no act or omission of any kind on the Banks part in the premises shall in any event affect or
impair this guaranty must also be read strictissimi juris for the reason that petitioners are only
accommodation sureties. Thus said, the acts or omissions of the Bank conceded by petitioners as not
affecting nor impairing the surety contract refer only to those occurring in the premises, or those that have
been the subject of the waiver in the Continuing Guaranty, and stretch to no other. An extension of the
period for enforcing the indebtedness does not by itself bring about the discharge of the sureties unless the
extra time is not permitted within the terms of the waiver, in which case the illicit extension releases the
sureties. Under Art. 2055 of the Civil Code, the liability of a surety is measured by the terms of his contract,
and while he is liable to the full extent thereof, his accountability is strictly limited to that assumed by its
terms.
The extensions of the letters of credit made by respondent Bank without observing the rigid restrictions for
exercising the privilege are not covered by the waiver stipulated in the Continuing Guaranty. Evidently,
they constitute illicit extensions prohibited under Art. 2079 of the Civil Code, [a]n extension granted to the
debtor by the creditor without the consent of the guarantor extinguishes the guaranty.
The decision of the CA is reversed and set aside. The decision of the trial court is deemed reinstated. The
Sps. Toh are absolved of any liability to Solid Bank Corporation.