G.R. No. L-13817; August 31, 1961
MACONDRAY AND COMPANY, INC., plaintiff-appellee, vs. PERFECTO PIÑON, ET AL., defendants. RUPERTO K. KANGLEON, deceased, substituted by VALENTINA TAGLE-KANGLEON, ET AL., defendants-appellants.

FACTS

Plaintiff Macondray and Company, Inc. filed a complaint for collection against Perfecto Piñon and Conrado Piring (principal debtors) and Senator Ruperto K. Kangleon as guarantor. The action stemmed from a credit sale of cinematographic films to Piñon and Piring, who operated as “All Stars Productions.” This sale was facilitated by a letter from Senator Kangleon to the plaintiff, dated January 30, 1954, which introduced the debtors and stated, “for which by their guaranty I pledge payment.” Relying on this letter, the plaintiff delivered the films. The principal debtors defaulted on their obligation.
Senator Kangleon, in his answer, contended that his letter was merely an introductory note and, assuming it constituted an offer of guaranty, the contract was not perfected due to the plaintiff’s failure to notify him of its acceptance. He further argued that even if a contract of guaranty existed, it was extinguished because the plaintiff granted an extension to the principal debtors. The principal debtors were declared in default for failure to answer the complaint.

ISSUE

The core issue is whether a valid and binding contract of guaranty was perfected between the plaintiff and Senator Kangleon based on his letter, thereby making him subsidiarily liable for the debt of Piñon and Piring.

RULING

The Supreme Court affirmed the lower court’s judgment, holding Senator Kangleon (substituted by his heirs) subsidiarily liable. The Court ruled that a contract of guaranty was perfected. The letter of January 30, 1954, constituted a definite undertaking or promise to guarantee payment, not a mere offer. A contract of guaranty does not require a specific form for its validity. The Court explained that the contract of sale between the plaintiff and the principal debtors was the principal obligation. The contract of guaranty, being accessory and subsidiary, became binding upon the effectivity of that principal contract. No separate notice of acceptance to the guarantor was necessary for its perfection.
The Court also rejected the appellant’s defense that the guaranty was invalid due to variances between the letter and the actual sale. The letter mentioned 110 rolls of film totaling P7,070, while the actual sale involved 127 rolls totaling P6,985. The Court found the obligation was not more onerous but less, as the total price was reduced, and the subject matter remained cinematographic films. Similarly, the change in the maturity date from “ending April, 1954” in the letter to May 9, 1954, in the sales invoices was deemed immaterial, as the three-month period was reasonably counted from the actual date of sale in February. Therefore, the guarantor’s subsidiary liability stood.