PBCOM VS. LIM AND CALDERON
GR. No. 158138
April 12, 2005
FACTS: PBCom filed a complaint against respondents in the RTC of Manila for the collection of a deficiency. Petitioner alleged therein that respondents obtained a loan from it and executed a continuing surety agreement in favor of petitioner for all loans, credits, etc that were extended or may be extended in the future to respondents. Petitioner granted a renewal of said loan upon respondent’s request. It was expressly stipulated threrein that the venue for any legal action that may arise out of said promissory note shall be Makati City, “to the exclusion of all other courts…” Respondents allegedly failed to pay said obligation upon maturity. Thus, petitioner foreclosed the real estate mortgage executed by respondents, leaving a deficiency balance.
Respondents moved to dismiss the complaint on the ground of improper venue, invoking the stipulation contained in the last paragraph of the promissory note with respect to the restrictive/exclusive venue.
The trial court denied said motion asseverating that petitioner had separate causes of action arising from the promissory note and the continuing surety agreement. Thus, [under] Rule 4, Section 2, of the 1997 Rules of Civil Procedure, as amended, x x x venue was properly laid in Manila. An MR of said order was likewise denied.
On appeal, the CA ruled that respondents’ alleged debt was based on the Promissory Note, which had provided an exclusionary stipulation on venue “to the exclusion of all other courts.” The parties’ Surety Agreement, though silent as to venue, was an accessory contract that should have been interpreted in consonance with the Promissory Note. Hence, this Petition
ISSUE: WON the action against the sureties is covered by the restriction on venue stipulated in the PN
HELD: WHEREFORE, the Petition is DENIED and the assailed Decision AFFIRMED.
YES; Since the cases pertaining to both causes of action are restricted to Makati City as the proper venue, petitioner cannot rely on Section 5 of Rule 2 of the Rules of Court.
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Section 2 of Rule 4 of the ROC provides that personal actions must be commenced and tried
(1) in the place where the plaintiff resides, or
(2) where the defendant resides, or
(3) in case of non-resident defendants, where they may be found, at the choice of the plaintiff.
This rule on venue does not apply when the law specifically provides otherwise, or when — before the filing of the action — the contracting parties agree in writing on the exclusive venue thereof. Venue is not jurisdictional and may be waived by the parties. A stipulation as to venue does not preclude the filing of the action in other places, unless qualifying or restrictive words are used in the agreement.
**
In enforcing a surety contract, the “complementary-contracts-construed-together” doctrine finds application. According to this principle, an accessory contract must be read in its entirety and together with the principal agreement[ This principle is used in construing contractual stipulations in order to arrive at their true meaning; certain stipulations cannot be segregated and then made to control. This no-segregation principle is based on Article 1374 of the Civil Code, which we quote:
“Art. 1374. The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly.”
The aforementioned doctrine is applicable to the present case. Incapable of standing by itself, the SA can be enforced only in conjunction with the PN. The latter documents the debt that is sought to be collected in the action against the sureties. The circumstances that related to the issuance of the PN and the SA are so intertwined that neither one could be separated from the other. It makes no sense to argue that the parties to the SA were not bound by the stipulations in the PN.
NOTES:
A cause of action is a party’s act or omission that violates the rights of the other. Only one suit may be commenced for a single cause of action. If two or more suits are instituted on the basis of the same cause of action, only one case should remain and the others must be dismissed.
case digests 