GR 170852; (September, 2008) (Digest)
G.R. No. 170852, September 12, 2008
Spouses Noe and Clarita Quiamco vs. Capital Insurance & Surety Co., Inc.
FACTS
Petitioners, engaged in the sea transportation business, sought to appeal an adverse labor decision. To perfect their appeal, they applied for a supersedeas bond from respondent Capital Insurance. Petitioners complied with respondent’s requirements, including issuing an undated check and executing an indemnity agreement, and the bond was issued on May 23, 1997. However, the National Labor Relations Commission (NLRC) dismissed their appeal for late posting of the bond, rendering the labor decision final.
Consequently, a writ of execution was served on respondent to collect on the bond. Respondent paid the judgment amount to the NLRC. It then sought reimbursement from petitioners by depositing the undated check, which was dishonored due to a closed account. Respondent filed a collection case against petitioners.
ISSUE
Whether the contract of suretyship was perfected and whether petitioners are liable to reimburse respondent for the amount paid on the bond.
RULING
Yes, the contract was perfected and petitioners are liable. A contract is perfected by mere consent, manifested by the meeting of offer and acceptance upon the object and cause. Here, the object was the issuance of the bond, and the cause was the payment of premiums. The contract was consummated when respondent issued the bond upon petitioners’ compliance with its requirements.
Petitioners’ argument that the contract was subject to a suspensive condition—the stay of execution of the labor judgment—is untenable. The “whereas” clauses stating the bond’s purpose to stay execution are merely recitals of intent, not a suspensive condition for the contract’s perfection. No stipulation made the validity of the suretyship contingent upon the NLRC’s acceptance of the appeal. The contract was absolute and binding upon perfection.
As a surety solidarily bound with the principal debtor, respondent was obligated to pay upon the writ of execution. Having fulfilled this obligation, it acquired the right to seek full reimbursement from petitioners. This right is further fortified by the indemnity agreement petitioners executed, wherein they expressly agreed to reimburse respondent for all amounts paid under the bond. Petitioners’ liability is clear and unequivocal.