37.first phil. international v. ca

8/9/2019 37.First Phil. International v. CA

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Republic of the PhilippinesSUPREME COURT

Manila

THIRD DIVISION

G.R. No. 115849 January 24, 199

!IRST PHI"IPPINE INTERN#TION#" $#N% &!or'(r)y Pro*u+(r $an- o /0(P0)n(3 an* MERCURIO RIVER#, petitioners,vs.COURT O! #PPE#"S, C#R"OS EJERCITO, n u//u/on o DEMETRIODEMETRI#, an* JOSE J#NO"O,respondents.

D E C I S I O N

P#NG#NI$#N, J .

In the absence of a formal deed of sale, may commitments given by bank officers in anexchange of letters and/or in a meeting with the buyers constitute a perfected andenforceable contract of sale over ! hectares of land in "ta. Rosa, #aguna$ %oes thedoctrine of &apparent authority& apply in this case$ If so, may the 'entral (ank)appointed conservator of Producers (ank *now +irst Philippine International (ankrepudiate such &apparent authority& after said contract has been deemed perfected$%uring the pendency of a suit for specific performance, does the filing of a &derivativesuit& by the ma-ority shareholders and directors of the distressed bank to prevent the

enforcement or implementation of the sale violate the ban against forum)shopping$

"imply stated, these are the ma-or uestions brought before this 'ourt in the instantPetition for review oncertiorari under Rule 0 of the Rules of 'ourt, to set aside the%ecision promulgated 1anuary , 22 of the respondent 'ourt of 3ppeals in '3)4.R'5 6o. 70809 and the Resolution promulgated 1une , 22 denying the motion forreconsideration. :he dispositive portion of the said %ecision reads;

R>+?R>, the decision of the lower court is M?%I+I>% by the elimination ofthe damages awarded under paragraphs 7, and 9 of its dispositive portion andthe reduction of the award in paragraph 0 thereof to P80,!!!.!!, to be assessed

against defendant bank. In all other aspects, said decision is hereby 3++IRM>%.

3ll references to the original plaintiffs in the decision and its dispositive portionare deemed, herein and hereafter, to legally refer to the plaintiff)appellee 'arlos'. >-ercito.

'osts against appellant bank.

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:he dispositive portion of the trial court@sA decision dated 1uly !, 22, on the otherhand, is as follows;

R>+?R>, premises considered, -udgment is hereby rendered in favor of theplaintiffs and against the defendants as follows;

. %eclaring the existence of a perfected contract to buy and sell over the six *9parcels of land situated at %on 1ose, "ta. Rosa, #aguna with an area of !hectares, more or less, covered by and embraced in :ransfer 'ertificates of :itle6os. :)!927A to :)!9278, inclusive, of the #and Records of #aguna, betweenthe plaintiffs as buyers and the defendant Producers (ank for an agreed price of+ive and ?ne =alf Million *P0,0!!,!!!.!! PesosB

A. ?rdering defendant Producers (ank of the Philippines, upon finality of thisdecision and receipt from the plaintiffs the amount of P0.0 Million, to execute infavor of said plaintiffs a deed of absolute sale over the aforementioned six *9

parcels of land, and to immediately deliver to the plaintiffs the owner@s copies of:.'.:. 6os. :)!927A to :) !9278, inclusive, for purposes of registration of thesame deed and transfer of the six *9 titles in the names of the plaintiffsB

7. ?rdering the defendants, -ointly and severally, to pay plaintiffs 1ose 3. 1anoloand %emetrio %emetria the sums of PA!!,!!!.!! each in moral damagesB

. ?rdering the defendants, -ointly and severally, to pay plaintiffs the sum ofP!!,!!!.!! as exemplary damages B

0. ?rdering the defendants, -ointly and severally, to pay the plaintiffs the amount

of P!!,!!!.!! for and by way of attorney@s feesB

9. ?rdering the defendants to pay the plaintiffs, -ointly and severally, actual andmoderate damages in the amount of PA!,!!!.!!B


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Rivera, for brevity is of legal age and was, at all times material to this case, =ead)Manager of the Property Management %epartment of the petitioner (ank.

Respondent 'arlos >-ercito *respondent >-ercito, for brevity is of legal age and is theassignee of original plaintiffs)appellees %emetrio %emetria and 1ose 1anolo.

Respondent 'ourt of 3ppeals is the court which issued the %ecision and Resolutionsought to be set aside through this petition.

The Facts

:he facts of this case are summariDed in the respondent 'ourt@s %ecision 7 as follows;

* In the course of its banking operations, the defendant Producer (ank of thePhilippines acuired six parcels of land with a total area of ! hectares locatedat %on 1ose, "ta. Rose, #aguna, and covered by :ransfer 'ertificates of :itle

6os. :)!927A to :)!9278. :he property used to be owned by (EM>Investment and %evelopment 'orporation which had them mortgaged with thebank as collateral for a loan. :he original plaintiffs, %emetrio %emetria and 1ose?. 1anolo, wanted to purchase the property and thus initiated negotiations forthat purpose.

*A In the early part of 3ugust 2C8 said plaintiffs, upon the suggestion of (EM>investment@s legal counsel, 1ose +a-ardo, met with defendant Mercurio Rivera,Manager of the Property Management %epartment of the defendant bank. :hemeeting was held pursuant to plaintiffs@ plan to buy the property *:"6 of 1an. 9,22!, pp. 8)!. 3fter the meeting, plaintiff 1anolo, following the advice of

defendant Rivera, made a formal purchase offer to the bank through a letterdated 3ugust 7!, 2C8 *>xh. &(&, as follows;

3ugust 7!, 2C8

:he Producers (ank of the PhilippinesMakati, Metro Manila

3ttn. Mr. Mercurio Q. Rivera

Manager, Property Management Dept.

4entleman;

I have the honor to submit my formal offer to purchase your properties coveredby titles listed hereunder located at "ta. Rosa, #aguna, with a total area of !hectares, more or less.



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:': 6?. 3R>3

:)!927A 7,0C! s.

m.

:)!9277 8!,C22 s. m.

:)!927 0A,A9 s. m.

:)!9270 29,89C s. m.

:)!9279 C8, s.m.

:)!9278 C,C s.m.

My offer is for P>"?"; :=R>> MI##I?6 +I5> =F6%R>% :=?F"36%*P7,0!!,!!!.!! P>"?", in cash.

Gindly contact me at :elephone 6umber 2A)7.

*7 ?n "eptember , 2C8, defendant Rivera made on behalf of the bank aformal reply by letter which is hereunder uoted *>xh. &'&;

"eptember , 2C8

1P M)P 4F:I>RR>H >6:>RPRI">"A 'harisma "t., %oa 3ndres IIRosario, Pasig, Metro Manila

3ttention; JOSE O. JAO!O

%ear "ir;


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:hank you for your letter)offer to buy our six *9 parcels of acuired lots at "ta.Rosa, #aguna *formerly owned by (yme Industrial 'orp.. Please be informedhowever that the bank@s counter)offer is at P0.0 million for more than !hectares on lot basis.


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Pursuant to our discussion last AC "eptember 2C8, we are pleased to informyou that we are accepting your offer for us to purchase the property at "ta. Rosa,#aguna, formerly owned by (yme Investment, for a total price of P>"?"; +I5>MI##I?6 +I5> =F6%R>% :=?F"36% *P0,0!!,!!!.!!.

:hank you.

*9 ?n ?ctober A, 2C8, the conservator of the bank *which has been placedunder conservatorship by the 'entral (ank since 2C was replaced by an

3cting 'onservator in the person of defendant #eonida :. >ncarnacion. ?n6ovember , 2C8, defendant Rivera wrote plaintiff %emetria the following letter*>xh. &+&;

3ttention; 3tty. %emetrio %emetria

%ear "ir;

Eour proposal to buy the properties the bank foreclosed from (yme investment'orp. located at "ta. Rosa, #aguna is under study yet as of this time by thenewly created committee for submission to the newly designated 3cting'onservator of the bank.

+or your information.

*8 xhibit &4& tendered payment of the amount of P0.0million &pursuant to *our perfected sale agreement.& %efendants refused toreceive both the payment and the letter. Instead, the parcels of land involved inthe transaction were advertised by the bank for sale to any interested buyer *>xh,&=& and &=)&. Plaintiffs demanded the execution by the bank of the documentson what was considered as a &perfected agreement.& :hus;

Mr. Mercurio RiveraManager, Producers (ankPaseo de Roxas, Makati

Metro Manila

%ear Mr. Rivera;

:his is in connection with the offer of our client, Mr. 1ose ?. 1anolo, to purchaseyour !)hectare lot located in "ta. Rosa, #aguna, and which are covered by:': 6o. :)!927A to !9278.


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+rom the documents at hand, it appears that your counter)offer dated "eptember , 2C8 of this same lot in the amount of P0.0 million was accepted by our clientthru a letter dated "eptember 7!, 2C8 and was received by you on ?ctober 0,2C8.

In view of the above circumstances, we believe that an agreement has beenperfected. R" (36G ?+

:=> P=I#IPPI6>"Paseo de Roxas,Makati, Metro Manila

3ttn.; 3tty. 6I%3 >6'3R63'I?6"entra# $an% "onservator


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*2 :he foregoing letter drew no response for more than four months. :hen, onMay 7, 2CC, plaintiff, through counsel, made a final demand for compliance bythe bank with its obligations under the considered perfected contract of sale*>xhibit &6&. 3s recounted by the trial court *?riginal Record, p. 909, in a replyletter dated May A, 2CC *3nnex && of defendant@s answer to amended

complaint, the defendants through 3cting 'onservator >ncarnacion repudiatedthe authority of defendant Rivera and claimed that his dealings with the plaintiffs,particularly his counter)offer of P0.0 Million are unauthoriDed or illegal. ?n thatbasis, the defendants -ustified the refusal of the tenders of payment and the non)compliance with the obligations under what the plaintiffs considered to be aperfected contract of sale.

*! ?n May 9, 2CC, plaintiffs filed a suit for specific performance withdamages against the bank, its Manager Rivers and 3cting 'onservator>ncarnacion. :he basis of the suit was that the transaction had with the bankresulted in a perfected contract of sale, :he defendants took the position that

there was no such perfected sale because the defendant Rivera is not authoriDedto sell the property, and that there was no meeting of the minds as to the price.

?n March , 22, =enry #. 'o *the brother of #uis 'o, through counsel "ycip"alaDar =ernandeD and 4atmaitan, filed a motion to intervene in the trial court,alleging that as owner of C!J of the (ank@s outstanding shares of stock, he hada substantial interest in resisting the complaint. ?n 1uly C, 22, the trial courtissued an order denying the motion to intervene on the ground that it was filedafter trial had already been concluded. It also denied a motion for reconsiderationfiled thereafter. +rom the trial court@s decision, the (ank, petitioner Rivera andconservator >ncarnacion appealed to the 'ourt of 3ppeals which subseuently

affirmed with modification the said -udgment. =enry 'o did not appeal the denialof his motion for intervention.

In the course of the proceedings in the respondent 'ourt, 'arlos >-ercito wassubstituted in place of %emetria and 1anolo, in view of the assignment of the latters@rights in the matter in litigation to said private respondent.

?n 1uly , 22A, during the pendency of the proceedings in the 'ourt of 3ppeals,=enry 'o and several other stockholders of the (ank, through counsel 3ngara 3bello'oncepcion Regala and 'ruD, filed an action *hereafter, the &"econd 'ase& Kpurportedly a &derivative suit& K with the Regional :rial 'ourt of Makati, (ranch 7,docketed as 'ivil 'ase 6o. 2A)9!9, against >ncarnacion, %emetria and 1anolo &todeclare any perfected sale of the property as unenforceable and to stop >-ercito fromenforcing or implementing the sale& In his answer, 1anolo argued that the "econd 'asewas barred by #itis pen&entia by virtue of the case then pending in the 'ourt of 3ppeals.%uring the pre)trial conference in the "econd 'ase, plaintiffs filed a Motion for #eave of'ourt to %ismiss the 'ase


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of both cases, with pre-udice.&0 Private respondent, in his memorandum, averred thatthis motion is still pending in the Makati R:'.

In their Petition9 and Memorandum8, petitioners summariDed their position as follows;

I.

:he 'ourt of 3ppeals erred in declaring that a contract of sale was perfectedbetween >-ercito *in substitution of %emetria and 1anolo and the bank.

II.

:he 'ourt of 3ppeals erred in declaring the existence of an enforceable contractof sale between the parties.

III.

:he 'ourt of 3ppeals erred in declaring that the conservator does not have thepower to overrule or revoke acts of previous management.

I5.

:he findings and conclusions of the 'ourt of 3ppeals do not conform to theevidence on record.

?n the other hand, petitioners prayed for dismissal of the instant suit on thegroundC that;

I.

Petitioners have engaged in forum shopping.

II.

:he factual findings and conclusions of the 'ourt of 3ppeals are supported bythe evidence on record and may no longer be uestioned in this case.

III.

:he 'ourt of 3ppeals correctly held that there was a perfected contract between%emetria and 1anolo *substituted byB respondent >-ercito and the bank.

I5.

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:he 'ourt of 3ppeals has correctly held that the conservator, apart from beingestopped from repudiating the agency and the contract, has no authority torevoke the contract of sale.

The 'ssues

+rom the foregoing positions of the parties, the issues in this case may be summed upas follows;

RI+I'3:I?6/'>R:I+I'3:I?6 in their Petition stating &for the record*, the pendency of 'ivil 'ase 6o. 2A)9!9 before the Regional :rial 'ourt ofMakati, (ranch 7, involving a &erivative suit filed by stockholders of petitioner (ankagainst the conservator and other defendants but which is the sub-ect of a pendingMotion to %ismiss -ercito vigorously argues that in spite of this verification, petitionersare guilty of actual forum shopping because the instant petition pending before this

'ourt involves &identical parties or interests represented, rights asserted and reliefssought *as that currently pending before the Regional :rial 'ourt, Makati (ranch 7 inthe "econd 'ase. In fact, the issues in the two cases are so interwined that a

-udgement or resolution in either case will constitute res u&icata in the other.& !

?n the other hand, petitioners explain that there is no forum)shopping because;

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In the earlier or &+irst 'ase& from which this proceeding arose, the (ank wasimpleaded as a &e-en&ant , whereas in the &"econd 'ase& *assuming the (ank isthe real party in interest in a derivative suit, it was p#ainti--

A &:he derivative suit is not properly a suit for and in behalf of the corporation

under the circumstances&B

7 3lthough the '>R:I+I'3:I?6/5>RI+I'3:I?6 *supra signed by the (ankpresident and attached to the Petition identifies the action as a &derivative suit,& it&does not mean that it is one& and &*that is a legal uestion for the courts todecide&B

Petitioners did not hide the "econd 'ase at they mentioned it in the said5>RI+I'3:I?6/'>R:I+I'3:I?6.


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In either of these situations *choice of venue or choice of remedy, the litigantactually shops -or a -orum of his action, :his was the original concept of the termforum shopping.

>ventually, however, instead of actually making a choice of the forum of their

actions, litigants, through the encouragement of their lawyers, file their actions inall available courts, or invoke all relevant remedies simultaneously. :his practicehad not only resulted to *sic conflicting ad-udications among different courts andconseuent confusion enimical *sic to an orderly administration of -ustice. It hadcreated extreme inconvenience to some of the parties to the action.

:hus, &forum shopping& had acuired a different concept K which is unethicalprofessional legal practice. 3nd this necessitated or had given rise to theformulation of rules and canons discouraging or altogether prohibiting thepractice. 0


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In the attempt to make the two actions appear to be different, petitionerimpleaded different respondents therein K P6?' in the case before the lowercourt and the '?3 in the case before this 'ourt and sought what seems to bedifferent reliefs. Petitioner asks this 'ourt to set aside the uestioned letter)directive of the '?3 dated ?ctober !, 2CC and to direct said body to approve

the Memorandum of 3greement entered into by and between the P6?' andpetitioner, while in the complaint before the lower court petitioner seeks to en-ointhe P6?' from conducting a rebidding and from selling to other parties thevessel &:/: 3ndres (onifacio&, and for an extension of time for it to comply withthe paragraph of the memorandum of agreement and damages. One can seethat a#though the re#ie- praye& -or in the t0o 456 actions are ostensi3#y &i--erent,the u#timate o3ective in 3oth actions is the same, that is, approva# o- the sa#e o-vesse# in -avor o- petitioner an& to overturn the #etter*&irective o- the "OA o-Octo3er 78, 79:: &isapproving the sa#e. *emphasis supplied.

In an earlier case A7 but with the same logic and vigor, we held;

In other words, the filing by the petitioners of the instant special civil actionfor certiorari and prohibition in this 'ourt despite the pendency of their action inthe Makati Regional :rial 'ourt, is a species of forum)shopping. (oth actionsunuestionably involve the same transactions, the same essential facts andcircumstances. :he petitioners@ claim of absence of identity simply because theP'44 had not been impleaded in the R:' suit, and the suit did not involvecertain acts which transpired after its commencement, is specious. In the R:'action, as in the action before this 'ourt, the validity of the contract to purchaseand sell of "eptember , 2C9, i.e., whether or not it had been efficaciouslyrescinded, and the propriety of implementing the same *by paying the pledgee

banks the amount of their loans, obtaining the release of the pledged shares,etc. were the basic issues. "o, too, the relief was the same; the prevention ofsuch implementation and/or the restoration of the status 1uo ante.


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First#y , they are not suing in their personal capacities, for they have no direct personalinterest in the matter in controversy. :hey are not principally or even subsidiarily liableBmuch less are they direct parties in the assailed contract of saleB and

Secony , the allegations of the complaint in the "econd 'ase show that the

stockholders are bringing a &derivative suit&. In the caption itself, petitioners claim tohave brought suit &for and in behalf of the Producers (ank of the Philippines& A. Indeed,this is the very essence of a derivative suit;

3n individual stockholder is permitted to institute a derivative suit on behalf of thecorporation wherein he holdsstock in order to protect or vindicate corporaterights, 0henever the o--icia#s o- the corporation re-use to sue , or are the ones tobe sued or hold the control of the corporation. In such actions, the suingstockholder is regarded as a nominal party, 0ith the corporation as the rea# partyin interest . *4amboa v. 5ictoriano, 2! "'R3 !, 8 L282B emphasis supplied.

In the face of the damaging admissions taken from the complaint in the "econd 'ase,petitioners, uite strangely, sought to deny that the "econd 'ase was a derivative suit,reasoning that it was brought, not 3y the minority shareho#&ers, but by =enry 'o et al.,who not only own, hold or control over C!J of the outstanding capital stock, but alsoconstitute the ma-ority in the (oard of %irectors of petitioner (ank. :hat being so, thenthey really represent the (ank. "o, whether they sued &derivatively& or directly, there isundeniably an identity of interests/entity represented.

Petitioner also tried to seek refuge in the corporate fiction that the personality ?f the(ank is separate and distinct from its shareholders. (ut the rulings of this 'ourt areconsistent; &


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the other *"econd 'ase&,citing as authority ;ictronics "omputers, 'nc., vs. Regiona#Tria# "ourt, $ranch RI+I'3:I?6/'>R:I+I'3:I?6 contained sufficient allegations as to the pendency ofthe "econd 'ase to show good faith in observing 'ircular AC)2. :he #awyers who filedthe "econd 'ase are not before usB thus the rudiments of due process prevent usfrom motu propio imposing disciplinary measures against them in this %ecision.=owever, petitioners themselves *and particularly =enry 'o, et al. as litigants areadmonished to strictly follow the rules against forum)shopping and not to trifle with court

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proceedings and processes :hey are warned that a repetition of the same will be dealtwith more severely.

=aving said that, let it be emphasiDed that this petition should be dismissed not merelybecause of forum)shopping but also because of the substantive issues raised, as will be

discussed shortly.

The Secon& 'ssue( )as The "ontract Per-ecte&+

:he respondent 'ourt correctly treated the uestion of whether or not there was, on thebasis of the facts established, a perfected contract of sale as the ultimate issue. =oldingthat a valid contract has been established, respondent 'ourt stated;

:here is no dispute that the ob-ect of the transaction is that property owned bythe defendant bank as acuired assets consisting of six *9 parcels of landspecifically identified under :ransfer 'ertificates of :itle 6os. :)!927A to :)

!9278. It is likewise beyond cavil that the bank intended to sell the property. 3stestified to by the (ank@s %eputy 'onservator, 1ose >ntereso, the bank waslooking for buyers of the property. It is definite that the plaintiffs wanted topurchase the property and it was precisely for this purpose that they met withdefendant Rivera, Manager of the Property Management %epartment of thedefendant bank, in early 3ugust 2C8. :he procedure in the sale of acuiredassets as well as the nature and scope of the authority of Rivera on the matter isclearly delineated in the testimony of Rivera himself, which testimony was reliedupon by both the bank and by Rivera in their appeal briefs. :hus *:"6 of 1uly 7!,22!. pp. 2)A!;

3; :he procedure runs this way; 3cuired assets was turned over to meand then I published it in the form of an inter)office memorandumdistributed to all branches that these are acuired assets for sale. I wasinstructed to advertise acuired assets for sale so on that basis, I have toentertain offerB to accept offer, formal offer and upon having been offered, Ipresent it to the 'ommittee. I provide the 'ommittee with necessaryinformation about the property such as original loan of the borrower, bidprice during the foreclosure, total claim of the bank, the appraised value atthe time the property is being offered for sale and then the informationwhich are relative to the evaluation of the bank to buy which the'ommittee considers and it is the 'ommittee that evaluate as against the

exposure of the bank and it is also the 'ommittee that submit to the'onservator for final approval and once approved, we have to execute thedeed of sale and it is the 'onservator that sign the deed of sale, sir.

:he plaintiffs, therefore, at that meeting of 3ugust 2C8 regarding their purposeof buying the property, dealt with and talked to the right person. 6ecessarily, theagenda was the price of the property, and plaintiffs were dealing with the bankofficial authoriDed to entertain offers, to accept offers and to present the offer to


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the 'ommittee before which the said official is authoriDed to discuss informationrelative to price determination. 6ecessarily, too, it being inherent in his authority,Rivera is the officer from whom official information regarding the price, asdetermined by the 'ommittee and approved by the 'onservator, can be had. 3ndRivera confirmed his authority when he talked with the plaintiff in 3ugust 2C8.

:he testimony of plaintiff %emetria is clear on this point *:"6 of May 7,22!,pp. A8)AC;

O;


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under the established facts, the price of P0.0 Million was, as clearly worded inRivera@s letter *>xh. &>&, the official and definitive price at which the bank wasselling the property.

:here were averments by defendants below, as well as before this 'ourt, that the

P0.0 Million price was not discussed by the 'ommittee and that price. 3scorrectly characteriDed by the trial court, this is not credible. :he testimonies of#uis 'o and 1ose >ntereso on this point are at best euivocal and consideringthe gratuitous and self)serving character of these declarations, the bank@ssubmission on this point does not inspire belief. (oth 'o ad >ntereso, asmembers of the Past %ue 'ommittee of the bank, claim that the offer of theplaintiff was never discussed by the 'ommittee. In the same vein, both 'o and>ntereso openly admit that they seldom attend the meetings of the 'ommittee. Itis important to note that negotiations on the price had started in early 3ugust andthe plaintiffs had already offered an amount as purchase price, having beenmade to understand by Rivera, the official in charge of the negotiation, that the

price will be submitted for approval by the bank and that the bank@s decision willbe relayed to plaintiffs. +rom the facts, the official bank price. 3t any rate, thebank placed its official, Rivera, in a position of authority to accept offers to buyand negotiate the sale by having the offer officially acted upon by the bank. :hebank cannot turn around and later say, as it now does, that what Rivera states asthe bank@s action on the matter is not in fact so. It is a familiar doctrine, thedoctrine of ostensible authority, that if a corporation knowingly permits one of itsofficers, or any other agent, to do acts within the scope of an apparent authority,and thus holds him out to the public as possessing power to do those acts, thecorporation will, as against any one who has in good faith dealt with thecorporation through such agent, he estopped from denying his authority

*+rancisco v. 4"I", 8 "'R3 088, 0C7)0CB P6( v. 'ourt of 3ppeals, 2 "'R3708, 792)78!B Prudential (ank v. 'ourt of 3ppeals, 4.R. 6o. !7208, 1une ,227. A2

3rticle 7C of the 'ivil 'ode enumerates the reuisites of a valid and perfectedcontract as follows; &* 'onsent of the contracting partiesB *A ?b-ect certain which isthe sub-ect matter of the contractB *7 'ause of the obligation which is established.&

:here is no dispute on reuisite no. A. :he ob-ect of the uestioned contract consists ofthe six *9 parcels of land in "ta. Rosa, #aguna with an aggregate area of about !hectares, more or less, and covered by :ransfer 'ertificates of :itle 6os. :)!927A to :)!9278. :here is, however, a dispute on the first and third reuisites.

Petitioners allege that &there is no counter)offer made by the (ank, and any supposedcounter)offer which Rivera *or 'o may have made is unauthoriDed. "ince there was nocounter)offer by the (ank, there was nothing for >-ercito *in substitution of %emetria and1anolo to accept.& 7! :hey disputed the factual basis of the respondent 'ourt@s findingsthat there was an offer made by 1anolo for P7.0 million, to which the (ank counter)offered P0.0 million.


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+rom the evidence found by respondent 'ourt, it is obvious that petitioner Rivera hasapparent or implied authority to act for the (ank in the matter of selling its acuiredassets. :his evidence includes the following;

*a :he petition itself in par. II)i *p. 7 states that Rivera was &at all times material

to this case, Manager of the Property Management %epartment of the (ank&. (yhis own admission, Rivera was already the person in charge of the (ank@sacuired assets *:"6, 3ugust 9, 22!, pp. C)2B

*b 3s observed by respondent 'ourt, the land was definitely being sold by the(ank. 3nd during the initial meeting between the buyers and Rivera, the lattersuggested that the buyers@ offer should be no less than P7.7 million *:"6, 3prilA9, 22!, pp. 9)8B

*c Rivera received the buyers@ letter dated 3ugust 7!, 2C8 offering P7.0 million*:"6, 7! 1uly 22!, p.B

*d Rivera signed the letter dated "eptember , 2C8 offering to sell the propertyfor P0.0 million *:"6, 1uly 7!, p. B

*e Rivera received the letter dated "eptember 8, 2C8 containing the buyers@proposal to buy the property for P.A0 million *:"6, 1uly 7!, 22!, p. AB

*f Rivera, in a telephone conversation, confirmed that the P0.0 million was thefinal price of the (ank *:"6, 1anuary 9, 22!, p. CB

*g Rivera arranged the meeting between the buyers and #uis 'o on "eptember

AC, 22, during which the (ank@s offer of P0.0 million was confirmed by Rivera*:"6, 3pril A9, 22!, pp. 7)70. 3t said meeting, 'o, a ma-or shareholder andofficer of the (ank, confirmed Rivera@s statement as to the finality of the (ank@scounter)offer of P0.0 million *:"6, 1anuary 9, 22!, p. AB :"6, 3pril A9, 22!,p. 70B

*h In its newspaper advertisements and announcements, the (ank referred toRivera as the officer acting for the (ank in relation to parties interested in buyingassets owned/acuired by the (ank. In fact, Rivera was the officer mentioned inthe (ank@s advertisements offering for sale the property in uestion *c-. >xhs. &"&and &")&.

In the very recent case of !im%et%ai Sons Mi##ing, 'nc . vs. "ourt o- Appea#s, et . a# .7A, the'ourt, through 1ustice 1ose 3. R. Melo, affirmed the doctrine of apparent authority as itheld that the apparent authority of the officer of the (ank of P.I. in charge of acuiredassets is borne out by similar circumstances surrounding his dealings with buyers.

:o be sure, petitioners attempted to repudiate Rivera@s apparent authority throughdocuments and testimony which seek to establish Rivera@s actua# authority. :hese



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pieces of evidence, however, are inherently weak as they consist of Rivera@s self)serving testimony and various inter)office memoranda that purport to show his #imite&actua# authority , of which private respondent cannot be charged with knowledge. In anyevent, since the issue is apparent authority, the existence of which is borne out by therespondent 'ourt@s findings, the evidence of actual authority is immaterial insofar as the

liability of a corporation is concerned77

.

Petitioners also argued that since %emetria and 1anolo were experienced lawyers andtheir &law firm& had once acted for the (ank in three criminal cases, they should becharged with actual knowledge of Rivera@s limited authority. (ut the 'ourt of 3ppeals inits %ecision *p. A had already made a factual finding that the buyers had no notice ofRivera@s actual authority prior to the sale. In fact, the (ank has not shown that theyacted as its counsel in respect to any acuired assetsB on the other hand, respondenthas proven that %emetria and 1anolo merely associated with a loose aggrupation oflawyers *not a professional partnership, one of whose members *3tty. "usana Parkeracted in said criminal cases.

Petitioners also alleged that %emetria@s and 1anolo@s P.A0 million counter)offer in theletter dated "eptember 8, 2C8 e>tinguishe& the (ank@s offer of P0.0 million 7 .:heydisputed the respondent 'ourt@s finding that &there was a meeting of minds when on 7!"eptember 2C8 %emetria and 1anolo through 3nnex & *letter dated "eptember 7!,2C8 &accepted& Rivera@s counter offer of P0.0 million under 3nnex &1& *letter dated"eptember 8, 2C8&, citing the late 1ustice Paras70, 3rt. 72 of the 'ivil 'ode 79 andrelated "upreme 'ourt rulings starting with (eaumont vs. Prieto 78.

=owever, the above)cited authorities and precedents cannot apply in the instant casebecause, as found by the respondent 'ourt which reviewed the testimonies on this

point, what was &accepted& by 1anolo in his letter dated "eptember 7!, 2C8 was the(ank@s offer of P0.0 million as confirmed and reiterated to %emetria and 3tty. 1ose+a-ardo by Rivera and 'o during their meeting on "eptember AC, 2C8. 6ote that thesaid letter of "eptember 7!, 2C8 begins with&*pursuant to our discussion last AC"eptember 2C8 . . .

Petitioners insist that the respondent 'ourt should have believed the testimonies ofRivera and 'o that the "eptember AC, 2C8 meeting &was meant to have the offerorsimprove on their position of P0.0. million.&7C=owever, both the trial court and the 'ourt of

3ppeals found petitioners@ testimonial evidence &not credible&, and we find no basis forchanging this finding of fact.

Indeed, we see no reason to disturb the lower courts@ *both the R:' and the '3common finding that private respondents@ evidence is more in keeping with truth andlogic K that during the meeting on "eptember AC, 2C8, #uis 'o and Rivera &confirmedthat the P0.0 million price has been passed upon by the 'ommittee and could no longer be lowered *:"6 of 3pril A8, 22!, pp. 7)70& 72. =ence, assuming arguen&o that thecounter)offer of P.A0 million extinguished the offer of P0.0 million, #uis 'o@s reiterationof the said P0.0 million price during the "eptember AC, 2C8 meeting revive& the said

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offer. 3nd by virtue of the "eptember 7!, 2C8 letter accepting this revive& offer, therewas a meeting of the minds, as the acceptance in said letter was absolute andunualified.


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>ven assuming that #uis 'o or Rivera did relay a verbal offer to sell at P0.0million during the meeting of AC "eptember 2C8, and it was this verbal offer that%emetria and 1anolo accepted with their letter of 7! "eptember 2C8, thecontract produced thereby would be unenforceable by action K there being nonote, memorandum or writing subscribed by the (ank to evidence such contract.

*Please see article !7LA, 'ivil 'ode.

Fpon the other hand, the respondent 'ourt in its %ecision *p, stated;

. . . ?f course, the bank@s letter of "eptember , 2C8 on the official price and theplaintiffs@ acceptance of the price on "eptember 7!, 2C8, are not, in themselves,formal contracts of sale. :hey are however clear embodiments of the fact that acontract of sale was perfected between the parties, such contract being bindingin whatever form it may have been entered into *case citations omitted. "tatedsimply, the banks@ letter of "eptember , 2C8, taken together with plaintiffs@ letter dated "eptember 7!, 2C8, constitute in law a sufficient memorandum of a

perfected contract of sale.

:he respondent 'ourt could have added that the written communications commencednot only from "eptember , 2C8 but from 1anolo@s 3ugust A!, 2C8 letter.


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3 3tty. %emetria asked Mr. #uis 'o whether the price could be reduced, sir.

O


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3 Mr. #uis 'o.

O 3fter this meeting with Mr. #uis 'o, did you and your partner accede on * sic the counter offer by the bank$

3 Ees, sir, we did.$ :wo days thereafter we sent our acceptance to the bankwhich offer we accepted, the offer of the bank which is P0.0 million.

L%irect testimony of 3tty. %emetria, :"6, A9 3pril 22!, at pp. 7)79.

O 3ccording to 3tty. %emetrio %emetria, the amount of P0.0 million was reachedby the 'ommittee and it is not within his power to reduce this amount.


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In the first place, this issue of the 'onservator@s alleged authority to revoke or repudiatethe perfected contract of sale was raised for the first time in this Petition K as this wasnot litigated in the trial court or 'ourt of 3ppeals. 3s already stated earlier, issues notraised and/or ventilated in the trial court, let alone in the 'ourt of 3ppeals, &cannot beraised for the first time on appeal as it would be offensive to the basic rules of fair play,

-ustice and due process.&7

In the second place, there is absolutely no evidence that the 'onservator, at the timethe contract was perfected, actually repudiated or overruled said contract of sale. :he(ank@s acting conservator at the time, Rodolfo Romey, never ob-ected to the sale of theproperty to %emetria and 1anolo.


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A90, as amended, only the (oard of %irectors/'onservator may authoriDe thesale of any property of the corportion/bank..

?ur records do not show that Mr. Rivera was authoriDed by the old board or byany of the bank conservators *starting 1anuary, 2C to sell the aforesaid

property to any of your clients. 3pparently, what took place were -ust preliminarydiscussions/consultations between him and your clients, which everyoneknows cannot bind the (ank@s (oard or 'onservator.


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(ank, yielding nothing to perfected contractual rights nor vested interests of the thirdparties who had dealt with the (ank.

The Fi-th 'ssue( )ere There Reversi3#e Errors o- Facts+

(asic is the doctrine that in petitions for review under Rule 0 of the Rules of 'ourt,findings of fact by the 'ourt of 3ppeals are not reviewable by the "upreme 'ourt.In An&res vs. Manu-acturers 2anover ? Trust "orporation,0, we held;

. . . :he rule regarding uestions of fact being raised with this 'ourt in a petitionfor certiorari under Rule 0 of the Revised Rules of 'ourt has been stated inRemalante vs. :ibe, 4.R. 6o. 020, +ebruary A0, 2CC, 0C "'R3 7C, thus;

:he rule in this -urisdiction is that only uestions of law may be raised in apetition for certiorari under Rule 0 of the Revised Rules of 'ourt. &:he

-urisdiction of the "upreme 'ourt in cases brought to it from the 'ourt of 3ppeals

is limited to reviewing and revising the errors of law imputed to it, its findings ofthe fact being conclusive & L'han vs. 'ourt of 3ppeals, 4.R. 6o. #)A8CC, 1une7!, 28!, 77 "'R3 878, reiterating a long line of decisions. :his 'ourt hasemphatically declared that &it is not the function of the "upreme 'ourt to analyDeor weigh such evidence all over again, its -urisdiction being limited to reviewingerrors of law that might have been committed by the lower court& *:iongco v. %ela Merced, 4. R. 6o. #)AA9, 1uly A0, 28, 0C "'R3 C2B 'orona vs. 'ourt of

3ppeals, 4.R. 6o. #)9ACA, 3pril AC, 2C7, A "'R3 C90B (aniued vs. 'ourtof 3ppeals, 4. R. 6o. #)807, +ebruary A!, 2C, A8 "'R3 029. &(arring,therefore, a showing that the findings complained of are totally devoid of supportin the record, or that they are so glaringly erroneous as to constitute serious

abuse of discretion, such findings must stand, for this 'ourt is not expected orreuired to examine or contrast the oral and documentary evidence submitted bythe parties& L"anta 3na, 1r. vs. =ernandeD, 4. R. 6o. #)972, %ecember 8,299, C "'R3 287 Lat pp. )0.

#ikewise, in (ernardo vs. 'ourt of 3ppeals 9, we held;

:he resolution of this petition invites us to closely scrutiniDe the facts of the case,relating to the sufficiency of evidence and the credibility of witnesses presented.:his 'ourt so held that it is not the function of the "upreme 'ourt to analyDe orweigh such evidence all over again. :he "upreme 'ourt@s -urisdiction is limited to

reviewing errors of law that may have been committed by the lower court. :he"upreme 'ourt is not a trier of facts. . . .

3s held in the recent case of 'hua :iong :ay vs. 'ourt of 3ppeals and 4oldrock'onstruction and %evelopment 'orp. 8;

:he 'ourt has consistently held that the factual findings of the trial court, as wellas the 'ourt of 3ppeals, are final and conclusive and may not be reviewed on



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appeal. 3mong the exceptional circumstances where a reassessment of factsfound by the lower courts is allowed are when the conclusion is a findinggrounded entirely on speculation, surmises or con-ecturesB when the inferencemade is manifestly absurd, mistaken or impossibleB when there is grave abuse of discretion in the appreciation of factsB when the -udgment is premised on a

misapprehension of factsB when the findings went beyond the issues of the caseand the same are contrary to the admissions of both appellant and appellee. 3fter a careful study of the case at bench, we find none of the above groundspresent to -ustify the re)evaluation of the findings of fact made by the courtsbelow.

In the same vein, the ruling of this 'ourt in the recent case of South Sea Surety an&'nsurance "ompany 'nc . vs.2on. "ourt o- Appea#s, et a# . C is eually applicable to thepresent case;

xh. &>&, the official and definitive price at which thebank was selling the property. *p. , '3 %ecision

xxx xxx xxx

. . . :he argument deserves scant consideration. 3s pointed out by plaintiff,during the meeting of "eptember AC, 2C8 between the plaintiffs, Rivera and #uis



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'o, the senior vice)president of the bank, where the topic was the possiblelowering of the price, the bank official refused it and confirmed that the P0.0Million price had been passed upon by the 'ommittee and could no longer belowered *:"6 of 3pril A8, 22!, pp. 7)70 *p. 0, '3 %ecision.

:he respondent 'ourt did not believe the evidence of the petitioners on this point,characteriDing it as &not credible& and &at best euivocal and considering the gratuitousand self)serving character of these declarations, the bank@s submissions on this point donot inspire belief.&

:o become credible and uneuivocal, petitioners should have presented then'onservator Rodolfo Romey to testify on their behalf, as he would have been in the bestposition to establish their thesis. Fnder the rules on evidence 0, such suppression givesrise to the presumption that his testimony would have been adverse, if produced.

:he second point was suarely raised in the 'ourt of 3ppeals, but petitioners@ evidence

was deemed insufficient by both the trial court and the respondent 'ourt, and instead, itwas respondent@s submissions that were believed and became bases of the conclusionsarrived at.

In fine, it is uite evident that the legal conclusions arrived at from the findings of fact bythe lower courts are valid and correct. (ut the petitioners are now asking this 'ourt todisturb these findings to fit the conclusion they are espousing, :his we cannot do.

:o be sure, there are settled exceptions where the "upreme 'ourt may disregardfindings of fact by the 'ourt of 3ppeals 0A.


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officers K which per se could -ustify the dismissal of the present case. %. Moreover,petitioner (ank is R>PRIM36%>% for engaging in forum)shopping and % that arepetition of the same or similar acts will be dealt with more severely. 'osts againstpetitioners.

"? ?R%>R>%.

%I4>":

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A0A "'R3 A02 N 'onflict of #aws N Private International #aw N ?rigin of +orum 6on

'onveniens

Producers (ank *now called +irst Philippine International (ank, which has been under

conservatorship since 2C, is the owner of 9 parcels of land. :he (ank had an

agreement with %emetrio %emetria and 1ose 1anolo for the two to purchase the parcels

of land for a purchase price of P0.0 million pesos. :he said agreement was made by

%emetria and 1anolo with the (ankQs manager, Mercurio Rivera. #ater however, the

(ank, through its conservator, #eonida >ncarnacion, sought the repudiation of the

agreement as it alleged that Rivera was not authoriDed to enter into such an agreement,

hence there was no valid contract of sale. "ubseuently, %emetria and 1anolo sued

Producers (ank. :he regional trial court ruled in favor of %emetria et al. :he (ank filed

an appeal with the 'ourt of 3ppeals.

Meanwhile, =enry 'o, who holds C!J shares of stocks with the said (ank, filed a

motion for intervention with the trial court. :he trial court denied the motion since the

trial has been concluded already and the case is now pending appeal. "ubseuently,

'o, assisted by 3''R3 law office, filed a separate civil case against 'arlos >-ercito as

successor)in)interest *assignee of %emetria and 1anolo seeking to have the purported

contract of sale be declared unenforceable against the (ank. >-ercito et al argued that

the second case constitutes forum shopping.

I""F>; #%; Ees. :here is forum shopping because there is identity of interest and parties

between the first case and the second case. :here is identity of interest because both

cases sought to have the agreement, which involves the same property, be declared

unenforceable as against the (ank. :here is identity of parties even though the first

case is in the name of the bank as defendant, and the second case is in the name of

=enry 'o as plaintiff. :here is still forum shopping here because =enry 'o essentially

represents the bank. (oth cases aim to have the bank escape liability from the

agreement it entered into with %emetria et al.

:he "upreme 'ourt also discussed that to combat forum shopping, which originated as

a concept in international law, the principle of forum non conveniens was developed.

:he doctrine of forum non conveniens provides that a court, in conflicts of law cases,

may refuse impositions on its -urisdiction where it is not the most convenientS or

available forum and the parties are not precluded from seeking remedies elsewhere.


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37.first phil. international v. ca

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