People's Bank vs Syvel's (Civil Law)

PEOPLE'S BANK AND TRUST COMPANY, plaintiff-appellee, 
vs.
SYVEL'S INC., ANTONIO Y. SYYAP and ANGEL Y SYYAP, defendants-appellants.

--- It is elementary that novation is never presumed; it must be explicitly stated or there must be manifest incompatibility between the old and the new obligations in every aspect.

G.R. No. L-29280; August 11, 1988; PARAS, J.

Defendants-appellants requested for a credit commercial line in the amount of P900K from People’s Bank which the latter granted and the expiry date of which was May 20, 1966. On May 20, 1965, defendants Antonio V. Syyap and Angel Y. Syyap executed an undertaking in favor of the plaintiff whereby they both agreed to guarantee absolutely and unconditionally and without the benefit of excussion the full and prompt payment of any indebtedness to be incurred on account of the said credit line. Against the credit line granted the defendant Syvel's Incorporated the latter drew advances in the form of promissory notes which are attached to the complaint as Annexes "C" to "l." In view of the failure of the defendant corporation to make payment in accordance with the Commercial Credit Agreement, People’s Bank started to extrajudicially foreclose the chattel mortgage. However, because of an attempt to have the matter settled, the extra-judicial foreclosure was not pushed thru. As still no payment had been paid, People’s Bank filed an action for foreclosure of chattel mortgage on Syvel’s Inc’s stocks of goods, personal properties and other materials owned by it and located at its stores or warehouses.

A preliminary writ of attachment was issued after petition of the plaintiff based on the affidavits alleging that the defendants are disposing of their properties with intent to defraud their creditors, particularly the plaintiff herein. As a consequence of the issuance of the writ of attachment, the defendants, in their answer to the complaint set up a compulsory counterclaim for damages.

Antonio Syyap proposed to have the case settled amicably and to that end a conference was held in which representatives of both parties were present. Mr. Syyap offered to execute a real estate mortgage on his real property located in Bacoor, Cavite. Thus, a Real Estate Mortgage was executed by the defendant Antonio V. Syyap and his wife, wherein Syyap also admitted that as of June 16, 1967, the indebtedness of Syvel's Inc. was P601,633.01, the breakdown of which is as follows: P568,577.76 as principal and P33,055.25 as interest.

Complying with the promise, People’s Bank a motion to dismiss without prejudice was prepared, but the defendants did not want to agree if the dismissal would also the dismissal of their counterclaim against the plaintiff. Hence, trial proceeded.

As regards the liabilities of the defendants, there is no dispute that a credit line to the maximum amount of P900k was granted to the defendant corporation on the guaranty of the merchandise or stocks in goods of the said corporation which were covered by chattel mortgage duly registered as required by law. There is likewise no dispute that the defendants Syyap guaranteed absolutely and unconditionally and without the benefit of excussion the full and prompt payment of any indebtedness incurred by the defendant corporation under the credit line granted it by the plaintiff. As of June 16, 1967, its indebtedness was in the total amount of P601,633.01. No part of the amount has been paid by either of the defendants. Hence their liabilities cannot be questioned.

ISSUE:

Was the obligation secured by the Chattel Mortgage sought to be foreclosed in the above-entitled case novated by the subsequent execution between appellee and appellant Antonio V, Syyap of a real estate mortgage as additional collateral to the obligation secured by said chattel mortgage?

HELD: NO

Novation takes place when the object or principal condition of an obligation is changed or altered. It is elementary that novation is never presumed; it must be explicitly stated or there must be manifest incompatibility between the old and the new obligations in every aspect (Goni v. CA, 144 SCRA 223 [1986]; National Power Corp. v. Dayrit, 125 SCRA 849 [1983]).

In the case at bar, there is nothing in the Real Estate Mortgage which supports appellants' submission. The contract on its face does not show the existence of an explicit novation nor incompatibility on every point between the "old and the "new" agreements as the second contract evidently indicates that the same was executed as new additional security to the chattel mortgage previously entered into by the parties.

Moreover, records show that in the real estate mortgage, appellants agreed that the chattel mortgage "shall remain in full force and shall not be impaired by this (real estate) mortgage." It is clear, therefore, that a novation was not intended. The real estate mortgage was evidently taken as additional security for the performance of the contract.