FACTS:

Astro was granted several loans by the Philippine Trust

Company (Philtrust) amounting P3M w/ interest and secured
by 3 promissory notes:
o December 14, 1981: P600,000.00
o December 14, 1981: P400,000.00
o August 27, 1981: P2,000,000.00

Roxas signed twice the promissory notes as President of

Astro in his personal capacity.

Roxas also signed a Continuing Surety ship Agreement in

favor of Philtrust Bank, as President of Astro and as
surety.

Philguarantee, with the consent of Astro, guaranteed in

favor of Philtrust the payment of 70% of Astros loan,
subject
to
the
condition
that
upon
payment
by
Philguanrantee, it shall be proportionally subrogated to
the rights of Philtrust against Astro.

Upon Astros failure to pay, Philguarantee paid 70% of

the guaranteed loan to Philtrust.

Subsequently, Philguarantee filed against Astro

Roxas a complaint for sum of money with the RTC

Roxas: alleged that he merely signed the same in

blank and the phrases in his personal capacity and in his
official capacity were fraudulently inserted without his
knowledge

RTC: favored Philguarantee holding Astro and Roxas

jointly and severally liable if Roxas really intended to
sign the instruments merely in his capacity as President
of Astro, then he should have signed only once

and

CA affirmed RTC

ISSUE: W/N Roxas should be jointly and severally liable with

Astro

HELD: YES. CA affirmed

Under the Negotiable Instruments Law, persons who write

their names on the face of promissory notes are makers,
promising that they will pay to the order of the payee or
any holder according to its tenor.

Even without the phrase personal capacity, Roxas

will still be primarily liable as a joint and several
debtor under the notes considering that his intention to
be liable as such is manifested by the fact that he
affixed his signature on each of the promissory notes
twice
which
necessarily
would
imply
that
he
is
undertaking the obligation in 2 different capacities,
official and personal.

3 promissory notes uniformly provide: FOR VALUE

RECEIVED, I/We jointly, severally and solidarily, promise
to pay to PHILTRUST BANK or order...

begins with I, We, or Either of us promise to pay,

when signed by two or more persons = solidarily liable

Subrogation is the transfer of all the rights of the

creditor to a third person, who substitutes him in all
his rights

Philguarantee has all the right to proceed against

petitioner, it is subrogated to the rights of Philtrust
to demand for and collect payment from both Roxas and
Astro since it already paid the value of 70% of roxas and
Astro Electronics Corp.s loan obligation

Roxas acquiescence is not necessary for

subrogation to take place because the instant case is one
of the legal subrogation that occurs by operation of law,
and without need of the debtors knowledge

Philguarantee, as guarantor, became the

transferee of all the rights of Philtrust as against
Roxas and Astro because the guarantor who pays is

subrogated by virtue thereof to all the rights which the

creditor had against the debtor