REPUBLIC PLANTERS BANK vs. CA - G.R. No. 93073

REPUBLIC PLANTERS BANK vs. CA and FERMIN CANLAS

G.R. No. 93073            December 21, 1992

Republic Planters Bank issued 9 promissory notes signed by Shozo Yamaguchi (President) and Fermin Canlas (Treasurer) of Worldwide Garment Manufacturing Inc. Yamaguchi and Canlas were authorized by the corporation to apply for credit facilities with the bank in form of export advances and letters of credit or trust receipts accommodations. Three years after, the bank filed an action to recover the sums of money covered by the promissory notes. Worldwide Garment Manufacturing changed its name to Pinch Manufacturing Corp. Canlas alleged he was not liable personally for the corporate acts that he performed, and that the notes were still blank when he signed them.

Issue: Whether or not the corporate treasurer is liable for the amounts in the promissory notes.

Held: Canlas is a co-maker of the promissory notes, under the law, and cannot escape liability arising therefrom. Inasmuch as the instrument contained the words “I promise to pay” and is signed by two or more persons, said persons are deemed to be jointly and severally liable thereon. As the promissory notes are stereotype ones issued by the bank in printed form with blank spaces filled up as per agreed terms of the loan, following customary procedures, leaving the debtors to do nothing but read the terms and conditions therein and to sign as makers or co-makers. Section 14 of the Negotiable Instruments Law, therefore, does not apply. Canlas is solidarily liable with the corporation for the amount of the 9 promissory notes.