G.R. No. L-38268. May 31, 1979.
Empire Insurance Company, plaintiff-petitioner, vs. Remedios S. Rufino, Mercedes Rufino Roxas, Maria Paz Rufino Laurel, Maria Auxilio Rufino Prieto, Maria Socorro Rufino Carpo, Macario S. Rufino, Carlos S. Rufino and Sunvar Inc., defendants-respondents.

FACTS

Vicente A. Rufino died intestate. His heirs, the respondents, instituted intestate proceedings. The period for filing claims against the estate expired without any creditor, including petitioner Empire Insurance Company, filing a claim. Subsequently, the heirs executed a Partition Agreement, approved by the court, which included an Inventory listing specific “Claims Against the Estate.” The agreement contained a clause wherein the heirs assumed payment of “all the outstanding liabilities or obligations of the decedent.” After the estate proceedings were closed, Empire Insurance filed a separate civil case against the heirs. Empire alleged that Vicente Rufino had signed an indemnity agreement for a surety bond it issued for a corporation, and now that the bond was being called, the heirs were liable based on their assumption of obligations in the Partition Agreement.

ISSUE

Whether the heirs, under the Partition Agreement, assumed liability for the petitioner’s unliquidated claim against the deceased, which was not listed in the Inventory of estate liabilities.

RULING

No. The Supreme Court affirmed the dismissal of the complaint. The legal logic rests on the proper interpretation of the Partition Agreement. While the agreement contained a general clause assuming “all liabilities or obligations,” this must be read in conjunction with the attached Inventory, which specifically enumerated the claims against the estate acknowledged by the heirs. The rule of construction expressio unius est exclusio alterius applies. The express enumeration of specific liabilities implies the exclusion of all others not listed. This interpretation is bolstered by the factual context: the heirs executed the agreement knowing that no claims had been formally filed in the estate proceedings, and they chose to voluntarily assume only the enumerated debts. To hold them liable for an unlisted, unliquidated contingent claim would unjustly expand their undertaking beyond its clear and intended scope. A contract cannot obligate a party to more than what they have expressly bound themselves to do. Since the petitioner’s claim was not included in the Inventory, the heirs incurred no personal liability for it under the Partition Agreement. The action was correctly dismissed.