11. AJAX MARKETING & DEVELOPMENT VS.
CA
(G.R. No. L-22590, March 20, 1987)
DOCTRINE: In order that an obligation may be extinguished by another
which substitutes the same, it is imperative that it be so declared in
unequivocal terms or that the old and the new obligations to be on every point
incompatible with each other. 1292
FACTS
Ylang-Ylang Mechandising Co, a partnership between Angelita
Rodriguez and Antonio Tan, obtained a loan of P250k from
Metrobank. To secure payment, spouses See and Lilian Tan
constituted a real estate mortgage in favor of the said bank over their
property.
Partnership changed its name to Ajax Marketing Company without
changing its composition, obtained a loan of P150k from
Metrobank. To secure the loan, a second real estate mortgage was
issued over the same property.
The partnership (Ajax Marketing) was converted into a corporation
with original partners as incorporators and 3 additional
incorporators
Ajax (now a corp) obtained another loan from Metrobank amounting
to P600k which the payment was secured by another real estate
mortgage over the same property.
The 3 loans aggregated to P1M and were consolidated into 1 loan
andAjax asserts that novation occurred when the 3 loans were
consolidated into 1 loan which were all secured by the same real
property.
Trial Court and CA upheld the validity of the extrajudicial
foreclosure of the real estate property of Ajax by Metrobank.
ISSUE
WON there was novation in terms of the assignment and transfer of
managerial rights of Boysaw? YES.
HELD
The Supreme Court ruled in favor of Metrobank.
Novation is a juridical act with a dual function: extinghuish obli and
creates a new one in lieu of the old. The well-settled rule is that
novation is never presumed. Novation will not be allowed unless it
is clearly shown by express agreement or by acts of equal import
The attendant facts herein do not make a case of novation. There is
nothing in the records to show the unequivocal intent of the parties
to novate the 3 loans.
Ajax only agreed to apply the real estate property to secure obli that
they may obtain after including their renewals or extensions. It was
merely restructured and renews to make the loans current.
There was no change in the object of the prior obli. The
consolidation of the 3 loans did not release the mortgage real
property from any liability.
There was also no substitution of either creditor or debtor in this
case. The bare fact of Ajaxs conversion from partnership to
corporation, without sufficient evidence that they were expressly
released from their obligation, did not make Ajax a new corporate
personality, a third person or a new debtor.
Novation arising from a purported change in the person of the debtor
must be clear and express and is never presumed.
WHO WON? CA/METROBANK