GR 83086; (June, 1991) (Digest)
G.R. No. 83086 ; June 19, 1991
REYNALDO C. HONRADO, JR., petitioner, vs. COURT OF APPEALS and JARDINE-MANILA FINANCE, INC., respondent.
FACTS
Hadd Construction and Trading Corporation (HCTC), represented by its President Reynaldo C. Honrado, Jr., purchased a vehicle on installment from Cressida Sales Corporation. HCTC executed a promissory note and a chattel mortgage for the obligation. Petitioner Honrado signed these documents twice: first, in his official capacity as President of HCTC, and second, as a co-maker. Cressida subsequently assigned the promissory note to Jardine-Manila Finance, Inc., with Honrado again signing the deed of assignment both as president and as co-maker. Upon HCTC’s default, Jardine filed an action for replevin and damages.
During trial, Jardine waived recovery of the vehicle and pursued its monetary claim. The trial court dismissed the case against HCTC, as it could no longer be served summons, but rendered judgment against petitioner Honrado as co-maker. The Court of Appeals affirmed this decision.
ISSUE
Whether petitioner Reynaldo C. Honrado, Jr. is solidarily liable as a co-maker for the corporate obligation of Hadd Construction and Trading Corporation.
RULING
Yes, petitioner is solidarily liable as a co-maker. The Supreme Court held that the clear textual evidence of the documents controls. The promissory note, chattel mortgage, and deed of assignment all bear Honrado’s signature twice: once indicating his corporate capacity and again specifically designating him as a “co-maker.” His genuine signatures on these documents, which he admitted, created a presumption that he signed with full knowledge of their contents and the attendant obligations.
As a businessman of age and the corporation’s president, he is presumed to have acted with due care. His intent to be bound as a co-maker is manifest from the face of the instruments. The legal logic follows that where a person signs a promissory note as a co-maker, he becomes solidarily liable for the full amount of the obligation under the principle of juntos o separadamente. His liability is direct and primary, not merely derivative from his corporate office. However, the Court modified the monetary award, holding that only the proven principal balance of P40,769.00, with stipulated interest, was recoverable, as other charges lacked sufficient evidentiary support. The awards for liquidated damages and attorney’s fees were upheld as equitable.