Clase de inglés

Article 1207. The concurrence of two or more creditors or of two or more debtors in one and the same obligation does not imply that each one of the former has a right to demand, or that each one of the latter is bound to render, entire compliance with the prestation. There is solidary liability only when the obligation expressly so states, or when the law or the nature of the obligation requires solidarity. (1137a)

A solidary obligation implies a situation where there are debts or obligations incurred by two or more debtors in favor of two or more creditors, and giving anyone, some or all of the creditors the right to demand from anyone, some or all of the debtors the satisfaction of the total obligation and not merely the share of each debtor in the debts or obligations. A solidary obligation exists only when the obligation expressly so states, or when the law or the nature of the obligation requires solidarity. A surety for example binds himself to pay the obligation of the debtor when it becomes due. He becomes a solidary debtor in that the creditor need not go against the principal debtor first before he (the creditor) can collect from the surety. The creditor can immediately go against the surety for the whole amount of the indebtedness or for such amount as the surety was made liable by contract.¹ A surety, who is solidarily liable, is therefore an insurer of the debt.² A surety is different from a guarantor who can be required to pay the indebtedness of the principal debtor only after the creditor has unsuccessfully exhausted all means to collect from the debtor. A guarantor therefore is subsidiarily liable for the debt of the debtor.

He is not even jointly liable. A guarantor insures the solvency of the debtor.³ However, by stipulation of the parties, the guarantor can make himself solidarily liable for the indebtedness.

In Sesbreño vs. Court of Appeals,⁴ Delta Motors Promissory

1Republic of the Philippines vs. Court of Appeals, G.R. No. 103073, March 13, 2001.

2Palmares vs. Court of Appeals, G.R. No. 126490, March 31, 1998, 93 SCAD 209, 288 SCRA 422.

3Ibid.

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Note No. 2731 in the amount of P307,933.33 issued in favor of Philfinance by Delta was assigned to Sesbreño as security for the payment of the indebtedness of Philfinance to Sesbreño. The said note was placed in the custody of Pilipinas Bank which informed Sesbreño via a “Denominated Custodian Receipt” (DCR) No. 10805 that it had possession of the promissory note and that “upon your written instructions we shall undertake physical delivery of the above securities fully assigned to you.” The Supreme Court rejected the claim that the said statement implied that the bank became a solidary debtor with Philfinance and Delta. The Supreme Court said that:

we found nothing written in printers ink on the DCR which could reasonably be read as converting Pilipinas into an obligor under the terms of DMC PN No. 2731 assigned to petitioner, either upon maturity thereof or at any other time. x x x The solidary liability that petitioner seeks to impute to Pilipinas cannot, however, be lightly inferred. Under Article 1207 of the Civil Code, “there is a solidary liability only when the obligation expressly so states, or when the law or the nature of the obligation requires solidarity.”

The record exhibits no express assumption of solidary liability vis-a-vis petitioner, on the part of Pilipinas. Petitioner has not pointed us to any law which imposed such liability upon Pilipinas nor has petitioner argued that the very nature of the custodianship assumed by private respondent Pilipinas necessarily implies solidary liability under the securities, custody of which was taken by Pilipinas. Accordingly, we are unable to hold Pilipinas solidarily liable with Philfinance and private respondent Delta under DMC PN No. 2731.

Also in the case of Philippine National Bank vs. Sta. Maria⁵ where the principal, in a special power of attorney, merely empowered his agent to borrow money and to deliver mortgages of real estate to the creditor and where the said agent indeed borrowed money but executed a mortgage not on the account of his principal but in his own name, the Supreme Court, applying Article 1207 of the Civil Code, rejected the lower court’s decision stating that the liability of the principal and the agent on the mortgage was joint and several because in the special power of attorney the principal did not grant the agent the authority to bind her solidarily with him on any loan he might secure thereunder.

The stipulation of the parties can expressly provide for solidary

4G.R. No. 89252, May 24, 1993, 222 SCRA 466.

5G.R. No. L-24765, August 29, 1969, 29 SCRA 303.

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liability. In Pacific Banking Corp. vs. Intermediate Appellate Court,⁶ the document was denominated as a “Guarantor’s Undertaking” but the provision therein stated that the guarantor jointly and severally shall pay the bank any and all indebtedness of the principal debtor.

The Supreme Court stated that since the undertaking expressly stipulated the joint and several obligation of the debtor, the nature of the obligation was clearly solidary. In Ronquillo vs. Court of Appeals,⁷ the Supreme Court said that an agreement to be “individually and jointly liable” indicates solidary liability and it further made the following explanation:

The term “individually” has the same meaning as “collec-tively,” “separately,” “distinctly,” “respectively” or “severally.”

An agreement to be “individually liable” undoubtedly creates a several obligation and a “several obligation” is one by which one individual binds himself to perform the whole obligation.

The phrases “juntos o separadamente” and “mancomun o insolidum” likewise denote a solidary obligation.⁸ Also the phrase

“jointly and severally guaranteed,” though using the word “guaran-teed,” nevertheless indicates a solidary obligation.⁹ Also,

where the contract reads “I promise.” Or “I hereby bind myself,”

and is signed by two or more promisors, it has been held to impose a joint and several liability. The same has been held true of a promissory note which read “I promise to pay” and signed by one person at the bottom, and by another on the back thereof.

An agreement between three creditors of a bankrupt, that it should have a third of any dividend paid on a claim filed by two of the debtors, has been held joint and several contract. Such expressions as “we or either of us,” or “we jointly and severally promise” usually give rise to a joint and several obligation.¹⁰

It must be noted that, in the aforequoted wordings of the above promissory notes, the debtors who were referred merely as “I” were not identified in the body or content of the document itself. Hence, the signatories must be considered to have acknowledged that the “I” in the document was referring to each of them individually. Hence, the obligation is solidary. However, if the phrase “I promise to pay” were

6G.R. No. 72275, November 13, 1991, 203 SCRA 496.

7G.R. No. L-55138, September 28, 1984, 132 SCRA 274.

8Parot vs. Gemora, 7 Phil. 94.

9Rubio vs. Court of Appeals, G.R. No. L-50911, March 12, 1986, 141 SCRA 488.

10William F. Elliott, Commentaries on the Law on Contracts, Volume II, 1913 edition, The Bobbs-Merrill Company, Indianapolis, pages 747-748.

11Article 1370 of the 1950 Civil Code.

art. 1207

worded differently in that it identified the particular person referred to as “I,” then, for obvious reasons, even if there were a number of signatures in the promissory note, it is clear that the others cannot be held liable as joint and solidary debtors because only one person as identified expressly in the promissory note made the promise to pay. They cannot even be held liable as joint debtors. It is only the person identified as the “I” who will be liable and the others should and must only be treated as witnesses. Hence, if the promissory note reads “I, Mr. X, of legal age and residing in Quezon City promises to pay Mr. J the amount of P1,000 on or before January 1, 2003” and if in this promissory note the signatures of Mr. X (the debtor) and Mr.

J (the creditor) appear, and, at the lower portion of this document, the signatures of Mr. M and Mr. N appear, it can never be presumed that Mr. M and Mr. N also signed as solidary debtor or creditor.

This is so because, First, the law does not make such a presumption.

Second, there is no fact in the wording of the document from where such a presumption could arise. Third, which is the most obvious and important reason, the names of the only debtor and the only creditor were exactly identified in the body of the document. The promissory note is indeed very clear and leaves no doubt that only Mr. X is the debtor and Mr. J the creditor. As Mr. X was identified in the body of the document immediately preceding the word “I” and he signed it, then the promise to pay contained in the document must mean his promise alone and nobody else’s. The law provides that if the terms of the contract are clear and leave no doubt upon the intention of the contracting parties, the literal meaning of its stipulations shall control.¹¹ Fourth, it would have been so easy to expressly identify and indicate in writing Mr. M and Mr. N as either debtor or creditor also, whether joint or solidary, in the body of the promissory note if that were the intention of the parties. The absence of any reference to Mr.

M and Mr. N as debtor or creditor also negates any obligation on their part. Indeed, if at all, the intent of the parties was to be detected from the document itself. The naming of Mr. X as the sole debtor and Mr. J as the sole creditor in the body of the promissory note leaves no doubt that it is only Mr. X who was intended to be the only debtor and Mr.

J as the only creditor. Fifth, even the nature of the obligation which is a simple loan does not give rise to a solidary obligation. Sixth, in affixing their signatures, Mr. X, Mr. J, Mr. M and Mr. N must have read the clear and express written content of the contract that Mr. X is liable as debtor and only Mr. J is the creditor and therefore they

12Section 9, Rule 130 of the Rules of Court; Gaw vs. IAC, G.R. No. 70451, March Sec. 4 — Joint and Solidary Obligations

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are now estopped from claiming any other debtor or creditor. Once the terms of an agreement have been reduced into writing, it is deemed to contain all the terms agreed upon by the parties and no evidence of such terms other than the contents of the written agreement shall be admissible.¹² Accordingly, Mr. M and Mr. N should be treated as mere witnesses in the promissory note especially because to have witnesses in a promissory note is usually done in ordinary business transactions particularly where the creditors are banking institutions and professional lenders.

However, even if the parties stipulated in their contract that the obligation of the obligor is joint and solidary but such contract was superseded by a judicial decision arising from the said contract between the parties judicially declaring the obligation to be merely joint, the said decision must be enforced in a joint manner.¹³ Also, if a decision does not state that the obligation of the judgment debtors is solidary, the writ of execution enforcing such a decision cannot be implemented in a solidary manner among the judgment debtors.¹⁴

The law can likewise provide for a solidary nature of the obligation. Thus, the last paragraphs of Articles 94 and 121 of the Family Code of the Philippines¹⁵ provide that, except for certain specified exceptions, if the absolute community or conjugal property is insufficient to cover the liabilities for which the absolute community of property or the conjugal partnership of gains is liable, the spouses shall generally be solidarily liable for the unpaid balance with their separate properties. If the property arrangement of the spouses is the separation of property regime, Article 145 of the Family Code provides that the liability of the spouses to creditors for family expenses shall be solidary. In case of inheritance, Article 927 of the Civil Code provides that if two or more heirs take possession of the estate (of the deceased), they shall be solidarily liable for the loss or destruction of a thing devised or bequeathed, even though only one of them should have been negligent. Article 1824 of the Civil Code also provides that all partners are solidarily liable with the partnership for everything chargeable to the partnership in cases provided in Articles 1822 and 1823 of the Civil Code.¹⁶ In Article 1894 of the Civil Code, two or more agents may agree to bind themselves solidarily and, under

24, 1993, 220 SCRA 405.

13Oriental Philippines Company vs. Abeto, 60 Phil. 723.

14Industrial Management International Development Corporation vs. National Labor Relations Commission, G.R. No. 101723, May 11, 2000, 126 SCAD 283, 331 SCRA 640.

15Executive Order No. 209 as amended which took effect on August 3, 1988.

16Article 1822. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his

co-art. 1207

Article 1895, if solidarity has been agreed upon, each of the agents is responsible for the non-fulfillment of the agency, and for the fault or negligence of his fellow agents, except in the latter case when the fellow agents acted beyond the scope of their authority. With respect to bailees in commodatum, Article 1945 provides that when there are two or more bailees to whom a thing is loaned in the same contract, they are liable solidarily. In the quasi-contract known as negotiorum gestio, Article 2146 pertinently provides that the responsibility of two or more officious managers shall be solidary, unless the management was assumed to save the thing or business from imminent danger.

Article 2157 provides that the responsibilities of two or more payees, when there is payment of what is not due, is solidary. Article 2194 provides that the responsibility of two or more persons who are liable for quasi-delict is solidary.

Solidary obligations shall likewise exist if the nature of the obligation requires it. It has been opined that some provisions in the Preliminary Title, Chapter 2 on Human Relations of the Civil Code, particularly Articles 19 to 22,¹⁷ though not expressly providing for solidary liability, nevertheless should give rise to solidary obligations if violated by two or more persons.¹⁸

Article 1208. If from the law, or the nature or the wording of the obligations to which the preceding article refers the contrary does not appear, the credit or debt shall be presumed

partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act. (n)

Article 1823. The partnership is bound to make good the loss:

(1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) Where the partnership in the course of its business receives money

or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.

(n)

17Article 19. Every person must, in the exercise of his rights and in the performance of his duties, act with justice, give everyone his due, and observe honesty and good faith.

Article 20. Every person who, contrary to law, wilfully or negligently causes damage to another, shall indemnify the latter for the same.

Article 21. Any person who wilfully causes loss or injury to another in a manner that is contrary to morals, good customs or public policy shall compensate the latter for damages.

Article 22. Every person who through an act of performance by another, or any other means, acquires or comes into possession of something at the expense of the latter without just cause or legal ground, shall return the same to him.

18Civil Code of the Philippines, Volume IV by Tolentino, 1991 edition, Pages 221 to 222.

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to be divided into as many equal shares as there are creditors or debtors, the credits or debts being considered distinct from one another, subject to the Rules of Court governing the multiplicity of suits. (1138a)

The presumption of the law is that an obligation is always joint.

Thus, in Un Pak Leung vs. Negorra,¹⁹ the Supreme Court said that in the absence of a finding of facts that the defendants made themselves individually liable for the debt incurred, they were each liable only for one-half of said amount. The joint debtors are obliged to pay only their share in the indebtedness while the creditors can only claim their share in the credit. It is only when the law or the nature or the wording of the obligation clearly provides for solidary liability will the obligation be such. Hence, unless there is no specification as to their proportionate share in the credit or in the debt, the creditors and debtors in a joint obligation shall be entitled or shall make payment in equal proportions. Hence, if A and B are indebted to C and D for P1,000, C can collect from A and B P250 each. D can likewise collect from A and B P250 each. However, if, in the said P1,000 obligation, A owes only 1/3 of such indebtedness and B owes 2/3 of the same while creditor C owns 1/5 of the credit and D owns 4/5 of the same, the creditors and the debtors shall collect and pay only in proportion to what they own and owe, as the case may be. Thus A is obliged to pay C only P66.67 and D only P266.67. This is so because A owes only 1/3 of P1,000 which is P333.33. C and D can collect only from that share of A. Considering that the obligation is joint and since C only owns 1/5 of P333.33, he can only collect P66.67 from A and since D owns 4/5 of P333.33, he can only collect P266.67 from A. On the other hand, B is obliged to pay P133.33 to C and to D only P533.33.

Following the same principle, B only owes 2/3 of the P1,000 indebtedness which is P666.67. C and D can collect only from that share of B. Considering that the obligation is joint and since C only owns 1/5 of P666.67, he can only collect P133.33 from B. In the same vein, since D owns 4/5 of P666.67, he can only collect P533.33 from B.

Article 1209. If the division is impossible, the right of the creditors may be prejudiced only by their collective acts, and the debt can be enforced only by proceeding against all the

19G.R. No. 3128, December 19, 1907, 9 Phil. 381.

20Article 1224 of the Civil Code.

21Id.

art. 1208

debtors. If one of the latter should be insolvent, the others shall not be liable for his share. (1139)

If the division of the obligation is impossible and the obligation is joint, the creditors must act collectively. Thus, if the joint obligation is to give a house to 3 creditors, one of the creditors cannot undertake

If the division of the obligation is impossible and the obligation is joint, the creditors must act collectively. Thus, if the joint obligation is to give a house to 3 creditors, one of the creditors cannot undertake