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[G.R. No. 172227, June 29, 2011]

SPOUSES WILFREDO PALADA AND BRIGIDA PALADA,* PETITIONERS, VS. SOLIDBANK CORPORATION ANDSHERIFF MAYO DELA CRUZ, RESPONDENTS.

D E C I S I O N

DEL CASTILLO, J.:

Allegations of bad faith and fraud must be proved by clear and convincing evidence.[1]

This Petition for Review on Certiorari [2] under Rule 45 of the Rules of Court assails the January 11, 2006 Decision [3] of the Court of

Appeals (CA) in CA-G.R. CV No. 84236 which dismissed the complaint filed by the petitioners against the respondents and declared

as valid the real estate mortgage and certificate of sale. Also assailed is the April 12, 2006 Resolution [4] which denied the motion for

reconsideration thereto.

Factual Antecedents

In February or March 1997, petitioners, spouses Wilfredo and Brigida Palada, applied for a P3 million loan broken down as follows:

P1 million as additional working capital under the bills discounting line; P500,000.00 under the bills purchase line; and P1.5 million

under the time loan from respondent Solidbank Corporation (bank). [5]

On March 17, 1997, petitioners received from the bank the amount of P1 million as additional working capital evidenced by a

promissory note [6] and secured by a real estate mortgage [7] in favor of the bank covering several real properties situated in Santiago

City. [8]

Due to the failure of petitioners to pay the obligation, the bank foreclosed the mortgage and sold the properties at public auction. [9]

On August 19, 1999, petitioners filed a Complaint [10] for nullity of real estate mortgage and sheriff's certificate of sale [11] with prayer

for damages, docketed as Civil Case No. 35-2779, against the bank and respondent Sheriff Mayo dela Cruz (sheriff) before the

Regional Trial Court (RTC) of Santiago City, Branch 35. [12] Petitioners alleged that the bank, without their knowledge and consent,

included their properties covered by Transfer Certificate of Title (TCT) Nos. T -225131 and T-225132,[13] among the list of properties

mortgaged; that it was only when they received the notice of sale from the sheriff in August 1998 that they found out about the

inclusion of the said properties; that despite their objection, the sheriff proceeded with the auction sale; and that the auction sale was

done in Santiago City in violation of the stipulation on venue in the real estate mortgage. [14]

The bank, in its Answer, [15] denied the material allegations of the Complaint and averred that since petitioners were collaterally

deficient, they offered TCT Nos. T-237695, T-237696, T-225131 and T-225132 as additional collateral; [16] that although the said

properties were at that time mortgaged to the Philippine National Bank (PNB), the bank accepted the offer and caused the annotation

of the mortgage in the original copies with the Register of Deeds with the knowledge and consent of petitioners; [17]and that when

petitioners' obligation to PNB was extinguished, they delivered the titles of the four properties to the bank. [18]

Ruling of the Regional Trial Court

On October 21, 2004, the RTC rendered a Decision [19] declaring the real estate mortgage void for lack of sufficient consideration.

According to the RTC, the real estate mortgage lacks consideration because the loan contract was not perfected due to the failure of the bank to deliver the full P3 million to petitioners. [20] The RTC also found the bank guilty of fraud and bad faith, thereby ordering it

to pay petitioners moral and exemplary damages, and attorney's fees. The RTC ruled:

Furthermore, it appears that the defendant unilaterally changed the term and condition of their loan contract by releasing only P1M of

the P3M approved loan. The defendant, in so doing, violated their principal contract of loan in bad faith, and should be held liable

therefor.

Likewise, the defendant bank acted in bad faith when it made it appear that the mortgage was executed by the plaintiffs on June 16,

1997, when the document was acknowledged before Atty. German Balot, more so, when it made it appear that the mortgage was

registered with the Register of Deeds allegedly on the same date, when in truth and in fact, the plaintiffs executed said mortgage

sometime [in] March, 1997, obviously much earlier than June 16, 1997; for, if indeed the mortgage was executed on said date, June

16, 1997, it should have been written on the mortgage contract itself. On the contrary, the date and place of execution [were left



The petition is bereft of merit.

The loan contract was perfected.

Under Article 1934 [35] of the Civil Code, a loan contract is perfected only upon the delivery of the object of the contract.

In this case, although petitioners applied for a P3 million loan, only the amount of P1 million was approved by the bank because

petitioners became collaterally deficient when they failed to purchase TCT No. T-227331 which had an appraised value of

P1,944,000.00.[36]

Hence, on March 17, 1997, only the amount of P1 million was released by the bank to petitioners.[37]

Upon receipt of the approved loan on March 17, 1997, petitioners executed a promissory note for the amount of P1 million. [38] As

security for the P1 million loan, petitioners on the same day executed in favor of the bank a real estate mortgage over the properties

covered by TCT Nos. T-237695, T-237696, T-237698, T-143683, T-143729, T-225131 and T-225132. Clearly, contrary to the

findings of the RTC, the loan contract was perfected on March 17, 1997 when petitioners received the P1 million loan, which was the

object of both the promissory note and the real estate mortgage executed by petitioners in favor of the bank.

Claims of fraud and bad faith are

unsubstantiated.

Petitioners claim that there was fraud and bad faith on the part of the bank in the execution and notarization of the real estate mortgage

contract.

We do not agree.

There is nothing on the face of the real estate mortgage contract to arouse any suspicion of insertion or forgery. Below the list of

properties mortgaged are the signatures of petitioners. [39] Except for the bare denials of petitioner, no other evidence was presented to

show that the signatures appearing on the dorsal portion of the real estate mortgage contract are forgeries.

Likewise flawed is petitioners' reasoning that TCT Nos. T-225131 and T-225132 could not have been included in the list of properties

mortgaged as these were still mortgaged with the PNB at that time. Under our laws, a mortgagor is allowed to take a second or

subsequent mortgage on a property already mortgaged, subject to the prior rights of the previous mortgages. [40]

As to the RTC's finding that "the x x x bank acted in bad faith when it made it appear that the mortgage was executed by the

[petitioners] on June 16, 1997, when the document was acknowledged before Atty. German, x x x when in truth and in fact, the

[petitioners] executed said mortgage sometime in March, 1997 x x x," we find the same without basis. A careful perusal of the real

estate mortgage contract would show that the bank did not make it appear that the real estate mortgage was executed on June 16, 1997

the same day that it was notarized, as the date of execution of the real estate mortgage contract was left blank. [41] And the mere fact

that the date of execution was left blank does not prove bad faith. Besides, any irregularity in the notarization or even the lack of

notarization does not affect the validity of the document. Absent any clear and convincing proof to the contrary, a notarized document

enjoys the presumption of regularity and is conclusive as to the truthfulness of its contents. [42]

All told, we find no error on the part of the CA in sustaining the validity of the real estate mortgage as well as the certificate of sale.

WHEREFORE, the petition is hereby DENIED. The assailed January 11, 2006 Decision of the Court of Appeals and its April 12,

2006 Resolution in CA-G.R. CV No. 84236 are hereby AFFIRMED.

SO ORDERED.

Corona, C.J., (Chairperson), Leonardo-De Castro, Bersamin, and Villarama, Jr., JJ ., concur.

Carolyn Garcia v. Rica Marie Thio, G.R. No. 154878, March 16, 2007

In Carolyn Garcia v. Rica Marie Thio, G.R. No. 154878, March 16, 2007, Rica received from Carolyn a crossed check in theamount of $100,000.00 payable to the order of Marilou Santiago. Thereafter, Carolyn received from Rica payments. Again, Ricareceived a check in the amount of P500,000.00 from Carolyn and payable to the order of Marilou and payments were again made byher representing interests. There was failure to pay the principal amounts hence, a complaint for sum of money with damages wasfiled. Rica contended that she had no obligation to her as it was Marilou who was indebted as she was merely asked to deliver the



checks to Marilou and that the check payments she issued were merely intended to accommodate Marilou. The RTC ruled in favor ofCarolyn but the CA reversed on the ground that there was no contract between Rica and Carolyn. On appeal, the SC

Issue WON there was a contract of loan between the parties.

Held: There was a contract of loan between Carolyn and Rica.

A loan is a real contract, not consensual, and as such is perfected only upon the delivery of the object of the contract. This isevident in Art. 1934 of the Civil Code which provides:

An accepted promise to deliver something by way of commodatum or simple loan is binding upon theparties, but the commodatum or simple loan itself shall not be perfected until the delivery of the object of thecontract. (Emphasis supplied)

Upon delivery of the object of the contract of loan (in this case the money received by the debtor when the checks wereencashed) the debtor acquired ownership of such money or loan proceeds and is bound to pay the creditor an equal amount. (Naguiav. CA, G.R. No. 118375, October 3, 2003, 412 SCRA 591).

It is undisputed that the checks were delivered to Rica. However, these checks were crossed and payable not to the order ofRica but to the order of a certain Marilou Santiago.

The Court agree with petitioner. Delivery is the act by which the res or substance thereof is placed within the actual orconstructive possession or control of another. (Buenaflor v. CA, G.R. No. 142021, November 29, 2000, 346 SCRA 563). Although

Rica did not physically receive the proceeds of the checks, these instruments were placed in her control and possession under anarrangement whereby she actually re-lent the amounts to Marilou.

Several factors support this conclusion.

(1) Carolyn did not know personally Marilou. This was admitted by Rica, hence, it is not possible for Carolyn to grant loans insuch big sum of money even without any acknowledgment of debt. It was Rica who had transactions with Marilou.

(2) It is unbelievable that Rica would put herself in a position where she would be compelled to pay interest out of her own fundsfor loans she never contracted.

(3) When Marilou filed a petition for insolvency, it was Rica who was listed as a debtor.

Hence, Rica is the debtor and not Marilou. In People v. Mala, G.R. No.152351, September 18, 2003, 411 SCRA 327and People v. Dayag, 155 Phil. 421 (1974), it was ruled that:

In the assessment of the testimonies of witnesses, this Court is guided by the rule that for evidence to bebelieved, it must not only proceed from the mouth of a credible witness, but must be credible in itself such as thecommon experience of mankind can approve as probable under the circumstances. We have no test of the truth of human testimony except its conformity to our knowledge, observation, and experience. Whatever is repugnant tothese belongs to the miraculous, and is outside of juridical cognizance.

No interest if there is no written agreement to pay it; exception.

Whether the debtor is liable to pay interest since there was no written agreement to pay interest, the SC

Held: No, because no interest shall be due unless it has been expressly stipulated in writing. (Art. 1956, NCC).

Be that as it may, while there can be no stipulated interest, there can be legal interest pursuant to Article 2209 of the CivilCode. It is well-settled:

When the obligation is breached, and it consists in the payment of a sum of money, i.e., a loan or forbearanceof money, the interest due should be that which may have been stipulated in writing. Furthermore, the interest dueshall itself earn legal interest from the time it is judicially demanded. In the absence of stipulation, the rate of interest shall be 12% per annum to be computed from default, i.e., from judicial or extrajudicial demand under andsubject to the provisions of Article 1169 of the Civil Code. (Eusebio-Calderon v. People, G.R. No. 158495, October21, 2004, 441 SCRA 137; Eastern Shipping Lines, Inc. v. CA, G.R. No. 97412, July 12, 1994, 234 SCRA 78; Garciav. Thio, G.R. No. 154878, March 16, 2007).



Hence, Rica is liable for the payment of legal interest per annum to be computed from the date when she received the demandletter. From the finality of the decision until it is fully paid, the amount due shall earn interest at 12% per annum, the interim periodbeing deemed equivalent to a forbearance of credit. (Cabrera v. People, G.R. 150618, July 24, 2003, 407 SCRA 247).

CELESTINA T. NAGUIAT, petitioner, vs. COURT OF APPEALS and AURORA QUEAÑO, respondents. G.R. No.118375. October 3, 2003

TINGA, J .:

Before us is a Petition for Review on Certiorari under Rule 45, assailing the decision of the Sixteenth Division of the respondenCourt of Appeals promulgated on 21 December 1994[1], which affirmed in toto the decision handed down by the Regional Trial Cour(RTC) of Pasay City.[2]

The case arose when on 11 August 1981, private respondent Aurora Queaño (Queaño) filed a complaint before the Pasay CityRTC for cancellation of a Real Estate Mortgage she had entered into with petitioner Celestina Naguiat (Naguiat). The RTC rendereda decision, declaring the questioned Real Estate Mortgage void, which Naguiat appealed to the Court of Appeals. After the Court o

Appeals upheld the RTC decision, Naguiat instituted the present petition.

The operative facts follow:

Queaño applied with Naguiat for a loan in the amount of Two Hundred Thousand Pesos (P200,000.00), which Naguiat grantedOn 11 August 1980, Naguiat indorsed to Queaño Associated Bank Check No. 090990 (dated 11 August 1980) for the amount ofNinety Five Thousand Pesos (P95,000.00), which was earlier issued to Naguiat by the Corporate Resources Financing CorporationShe also issued her own Filmanbank Check No. 065314, to the order of Queaño, also dated 11 August 1980 and for the amount ofNinety Five Thousand Pesos (P95,000.00). The proceeds of these checks were to constitute the loan granted by Naguiat to Queaño.[3]

To secure the loan, Queaño executed a Deed of Real Estate Mortgage dated 11 August 1980 in favor of Naguiat, and surrenderedto the latter the owner’s duplicates of the titles covering the mortgaged properties.[4] On the same day, the mortgage deed wasnotarized, and Queaño issued to Naguiat a promissory note for the amount of TWO HUNDRED THOUSAND PESOS (P200,000.00),with interest at 12% per annum, payable on 11 September 1980.[5] Queaño also issued a Security Bank and Trust Company check

postdated 11 September 1980, for the amount of TWO HUNDRED THOUSAND PESOS (P200,000.00) and payable to the order ofNaguiat.

Upon presentment on its maturity date, the Security Bank check was dishonored for insufficiency of funds. On the followingday, 12 September 1980, Queaño requested Security Bank to stop payment of her postdated check, but the bank rejected the requestpursuant to its policy not to honor such requests if the check is drawn against insufficient funds.[6]

On 16 October 1980, Queaño received a letter from Naguiat’s lawyer, demanding settlement of the loan. Shortly thereafterQueaño and one Ruby Ruebenfeldt (Ruebenfeldt) met with Naguiat. At the meeting, Queaño told Naguiat that she did not receive the proceeds of the loan, adding that the checks were retained by Ruebenfeldt, who purportedly was Naguiat’s agent.[7]

Naguiat applied for the extrajudicial foreclosure of the mortgage with the Sheriff of Rizal Province, who then scheduled theforeclosure sale on 14 August 1981. Three days before the scheduled sale, Queaño filed the case before the Pasay CityRTC,[8] seeking the annulment of the mortgage deed. The trial court eventually stopped the auction sale.[9]

On 8 March 1991, the RTC rendered judgment, declaring the Deed of Real Estate Mortgage null and void, and ordering Naguiato return to Queaño the owner’s duplicates of her titles to the mortgaged lots .[10] Naguiat appealed the decision before the Court ofAppeals, making no less than eleven assignments of error. The Court of Appeals promulgated the decision now assailed before us thaaffirmed in toto the RTC decision. Hence, the present petition.

Naguiat questions the findings of facts made by the Court of Appeals, especially on the issue of whether Queaño had actuallyreceived the loan proceeds which were supposed to be covered by the two checks Naguiat had issued or indorsed. Naguiat claims thatbeing a notarial instrument or public document, the mortgage deed enjoys the presumption that the recitals therein are true. Naguiaalso questions the admissibility of various representations and pronouncements of Ruebenfeldt, invoking the rule on the non-bindingeffect of the admissions of third persons.[11]

The resolution of the issues presented before this Court by Naguiat involves the determination of facts, a function which thisCourt does not exercise in an appeal by certiorari. Under Rule 45 which governs appeal by certiorari, only questions of law may be

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raised[12] as the Supreme Court is not a trier of facts.[13] The resolution of factual issues is the function of lower courts, whose findingson these matters are received with respect and are in fact generally binding on the Supreme Court.[14] A question of law which theCourt may pass upon must not involve an examination of the probative value of the evidence presented by the litigants. [15] There is aquestion of law in a given case when the doubt or difference arises as to what the law is on a certain state of facts; there is a questionof fact when the doubt or difference arises as to the truth or the falsehood of alleged facts.[16]

Surely, there are established exceptions to the rule on the conclusiveness of the findings of facts of the lower courts.[17] Bu Naguiat’s case does not fall under any of the exceptions. In any event, both the decisions of the appellate and trial courts aresupported by the evidence on record and the applicable laws.

Against the common finding of the courts below, Naguiat vigorously insists that Queaño received the loanproceeds. Capitalizing on the status of the mortgage deed as a public document, she cites the rule that a public document enjoys thepresumption of validity and truthfulness of its contents. The Court of Appeals, however, is correct in ruling that the presumption oftruthfulness of the recitals in a public document was defeated by the clear and convincing evidence in this case that pointed to theabsence of consideration.[18] This Court has held that the presumption of truthfulness engendered by notarized documents is rebuttableyielding as it does to clear and convincing evidence to the contrary, as in this case.[19]

On the other hand, absolutely no evidence was submitted by Naguiat that the checks she issued or endorsed were actuallyencashed or deposited. The mere issuance of the checks did not result in the perfection of the contract of loan. For the Civil Codeprovides that the delivery of bills of exchange and mercantile documents such as checks shall produce the effect of payment onlywhen they have been cashed.[20] It is only after the checks have produced the effect of payment that the contract of loan may bedeemed perfected. Art. 1934 of the Civil Code provides:

―An accepted promise to deliver something by way of commodatum or simple loan is binding upon the parties, but the commodatum

or simple loan itself shall not be perfected until the delivery of the object of the contract.‖

A loan contract is a real contract, not consensual, and, as such, is perfected only upon the delivery of the object of thecontract.[21] In this case, the objects of the contract are the loan proceeds which Queaño would enjoy only upon the encashment of thechecks signed or indorsed by Naguiat. If indeed the checks were encashed or deposited, Naguiat would have certainly presented thecorresponding documentary evidence, such as the returned checks and the pertinent bank records. Since Naguiat presented no suchproof, it follows that the checks were not encashed or credited to Queaño’s account.

Naguiat questions the admissibility of the various written representations made by Ruebenfeldt on the ground that they could nobind her following the res inter alia acta alteri nocere non debet rule. The Court of Appeals rejected the argument, holding that sinceRuebenfeldt was an authorized representative or agent of Naguiat the situation falls under a recognized exception to the rule .[22] StillNaguiat insists that Ruebenfeldt was not her agent.

Suffice to say, however, the existence of an agency relationship between Naguiat and Ruebenfeldt is supported by ampleevidence. As correctly pointed out by the Court of Appeals, Ruebenfeldt was not a stranger or an unauthorized person. Naguiatinstructed Ruebenfeldt to withhold from Queaño the checks she issued or indorsed to Queaño, pending delivery by the latter ofadditional collateral. Ruebenfeldt served as agent of Naguiat on the loan application of Queaño’s friend, Marilou Farralese, and it wasin connection with that transaction that Queaño came to know Naguiat.[23] It was also Ruebenfeldt who accompanied Queaño in hermeeting with Naguiat and on that occasion, on her own and without Queaño asking for it, Reubenfeldt actually drew a check for thesum of P220,000.00 payable to Naguiat, to cover for Queaño’s alleged liability to Naguiat under the loan agreement.[24]

The Court of Appeals recognized the existence of an ―agency by estoppel[25] citing Article 1873 of the Civil Code.[26] Apparentlyit considered that at the very least, as a consequence of the interaction between Naguiat and Ruebenfeldt, Queaño got the impressionthat Ruebenfeldt was the agent of Naguiat, but Naguiat did nothing to correct Queaño’s impression. In that situation, the rule isclear. One who clothes another with apparent authority as his agent, and holds him out to the public as such, cannot be permitted todeny the authority of such person to act as his agent, to the prejudice of innocent third parties dealing with such person in good faith,and in the honest belief that he is what he appears to be.[27] The Court of Appeals is correct in invoking the said rule on agency by

estoppel.More fundamentally, whatever was the true relationship between Naguiat and Ruebenfeldt is irrelevant in the face of the fact tha

the checks issued or indorsed to Queaño were never encashed or deposited to her account of Naguiat.

All told, we find no compelling reason to disturb the finding of the courts a quo that the lender did not remit and the borrowerdid not receive the proceeds of the loan. That being the case, it follows that the mortgage which is supposed to secure the loan is nulland void. The consideration of the mortgage contract is the same as that of the principal contract from which it receives life, andwithout which it cannot exist as an independent contract.[28] A mortgage contract being a mere accessory contract, its validity woulddepend on the validity of the loan secured by it.[29]

WHEREFORE, the petition is denied and the assailed decision is affirmed. Costs against petitioner.

SO ORDERED.











































































Bellosillo, (Chairman), Quisumbing, Austria-Martinez, and Callejo, Sr., JJ., concur.

SECOND DIVISION

[G.R. No. 115324. February 19, 2003]

PRODUCERS BANK OF THE PHILIPPINES (now FIRST INTERNATIONAL BANK), petitioner, vs. HON. COURT OFAPPEALS AND FRANKLIN VIVES, respondents.

D E C I S I O N

CALLEJO, SR., J .:

This is a petition for review on certiorari of the Decision[1] of the Court of Appeals dated June 25, 1991 in CA-G.R. CV No11791 and of its Resolution[2] dated May 5, 1994, denying the motion for reconsideration of said decision filed by petitioner ProducersBank of the Philippines.

Sometime in 1979, private respondent Franklin Vives was asked by his neighbor and friend Angeles Sanchez to help her friend

and townmate, Col. Arturo Doronilla, in incorporating his business, the Sterela Marketing and Services (―Sterela‖ forbrevity). Specifically, Sanchez asked private respondent to deposit in a bank a certain amount of money in the bank account of Sterelafor purposes of its incorporation. She assured private respondent that he could withdraw his money from said account within amonth’s time. Private respondent asked Sanchez to bring Doronilla to their house so that they could discuss Sanchez’s request.[3]

On May 9, 1979, private respondent, Sanchez, Doronilla and a certain Estrella Dumagpi, Doronilla’s private secretary, met anddiscussed the matter. Thereafter, relying on the assurances and representations of Sanchez and Doronilla, private respondent issued acheck in the amount of Two Hundred Thousand Pesos (P200,000.00) in favor of Sterela. Private respondent instructed his wife, MrsInocencia Vives, to accompany Doronilla and Sanchez in opening a savings account in the name of Sterela in the Buendia, Makatibranch of Producers Bank of the Philippines. However, only Sanchez, Mrs. Vives and Dumagpi went to the bank to deposit thecheck. They had with them an authorization letter from Doronilla authorizing Sanchez and her companions, ―in coordination with MrRufo Atienza,‖ to open an account for Sterela Marketing Services in the amount of P200,000.00. In opening the account, theauthorized signatories were Inocencia Vives and/or Angeles Sanchez. A passbook for Savings Account No. 10-1567 was thereafteissued to Mrs. Vives.[4]

Subsequently, private respondent learned that Sterela was no longer holding office in the address previously given tohim. Alarmed, he and his wife went to the Bank to verify if their money was still intact. The bank manager referred them to Mr. RufoAtienza, the assistant manager, who informed them that part of the money in Savings Account No. 10-1567 had been withdrawn byDoronilla, and that only P90,000.00 remained therein. He likewise told them that Mrs. Vives could not withdraw said remainingamount because it had to answer for some postdated checks issued by Doronilla. According to Atienza, after Mrs. Vives and Sanchezopened Savings Account No. 10-1567, Doronilla opened Current Account No. 10-0320 for Sterela and authorized the Bank to debitSavings Account No. 10-1567 for the amounts necessary to cover overdrawings in Current Account No. 10-0320. In opening saidcurrent account, Sterela, through Doronilla, obtained a loan ofP175,000.00 from the Bank. To cover payment thereof, Doronillaissued three postdated checks, all of which were dishonored. Atienza also said that Doronilla could assign or withdraw the money inSavings Account No. 10-1567 because he was the sole proprietor of Sterela.[5]

Private respondent tried to get in touch with Doronilla through Sanchez. On June 29, 1979, he received a letter from Doronillaassuring him that his money was intact and would be returned to him. On August 13, 1979, Doronilla issued a postdated check for

Two Hundred Twelve Thousand Pesos (P212,000.00) in favor of private respondent. However, upon presentment thereof by privaterespondent to the drawee bank, the check was dishonored. Doronilla requested private respondent to present the same check onSeptember 15, 1979 but when the latter presented the check, it was again dishonored.[6]

Private respondent referred the matter to a lawyer, who made a written demand upon Doronilla for the return of his client’smoney. Doronilla issued another check for P212,000.00 in private respondent’s favor but the check was again dishonored forinsufficiency of funds.[7]

Private respondent instituted an action for recovery of sum of money in the Regional Trial Court (RTC) in Pasig, Metro Manilaagainst Doronilla, Sanchez, Dumagpi and petitioner. The case was docketed as Civil Case No. 44485. He also filed criminal actionagainst Doronilla, Sanchez and Dumagpi in the RTC. However, Sanchez passed away on March 16, 1985 while the case was pendingbefore the trial court. On October 3, 1995, the RTC of Pasig, Branch 157, promulgated its Decision in Civil Case No. 44485, thedispositive portion of which reads:

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IN VIEW OF THE FOREGOING, judgment is hereby rendered sentencing defendants Arturo J. Doronila, Estrella Dumagpi andProducers Bank of the Philippines to pay plaintiff Franklin Vives jointly and severally –

(a) the amount of P200,000.00, representing the money deposited, with interest at the legal rate from the filing of the complaintuntil the same is fully paid;

(b) the sum of P50,000.00 for moral damages and a similar amount for exemplary damages;

(c) the amount of P40,000.00 for attorney’s fees; and

(d) the costs of the suit.

SO ORDERED.[8]

Petitioner appealed the trial court’s decision to the Court of Appeals. In its Decision dated June 25, 1991, the appellate couraffirmed in toto the decision of the RTC.[9] It likewise denied with finality petitioner’s motion for reconsideration in its Resolutiondated May 5, 1994.[10]

On June 30, 1994, petitioner filed the present petition, arguing that –

I.

THE HONORABLE COURT OF APPEALS ERRED IN UPHOLDING THAT THE TRANSACTION BETWEEN THEDEFENDANT DORONILLA AND RESPONDENT VIVES WAS ONE OF SIMPLE LOAN AND NOT ACCOMMODATION;

II.

THE HONORABLE COURT OF APPEALS ERRED IN UPHOLDING THAT PETITIONER’S BANK MANAGER, MR. RUFOATIENZA, CONNIVED WITH THE OTHER DEFENDANTS IN DEFRAUDING PETITIONER (Sic. Should be PRIVATERESPONDENT) AND AS A CONSEQUENCE, THE PETITIONER SHOULD BE HELD LIABLE UNDER THE PRINCIPLE OFNATURAL JUSTICE;

III.

THE HONORABLE COURT OF APPEALS ERRED IN ADOPTING THE ENTIRE RECORDS OF THE REGIONAL TRIALCOURT AND AFFIRMING THE JUDGMENT APPEALED FROM, AS THE FINDINGS OF THE REGIONAL TRIAL COURTWERE BASED ON A MISAPPREHENSION OF FACTS;

IV.

THE HONORABLE COURT OF APPEALS ERRED IN DECLARING THAT THE CITED DECISION IN SALUDARES VS.MARTINEZ, 29 SCRA 745, UPHOLDING THE LIABILITY OF AN EMPLOYER FOR ACTS COMMITTED BY ANEMPLOYEE IS APPLICABLE;

V.

THE HONORABLE COURT OF APPEALS ERRED IN UPHOLDING THE DECISION OF THE LOWER COURT THAT

HEREIN PETITIONER BANK IS JOINTLY AND SEVERALLY LIABLE WITH THE OTHER DEFENDANTS FOR THEAMOUNT OF P200,000.00 REPRESENTING THE SAVINGS ACCOUNT DEPOSIT, P50,000.00 FOR MORAL DAMAGES,P50,000.00 FOR EXEMPLARY DAMAGES, P40,000.00 FOR ATTORNEY’S FEES AND THE COSTS OF SUIT.[11]

Private respondent filed his Comment on September 23, 1994. Petitioner filed its Reply thereto on September 25, 1995. TheCourt then required private respondent to submit a rejoinder to the reply. However, said rejoinder was filed only on April 21, 1997due to petitioner’s delay in furnishing private respondent with copy of the reply [12] and several substitutions of counsel on the part ofprivate respondent.[13] On January 17, 2001, the Court resolved to give due course to the petition and required the parties to submittheir respective memoranda.[14]Petitioner filed its memorandum on April 16, 2001 while private respondent submitted hismemorandum on March 22, 2001.

Petitioner contends that the transaction between private respondent and Doronilla is a simple loan ( mutuum) since all theelements of amutuum are present: first, what was delivered by private respondent to Doronilla was money, a consumable thing; and





























second, the transaction was onerous as Doronilla was obliged to pay interest, as evidenced by the check issued by Doronilla in theamount of P212,000.00, orP12,000 more than what private respondent deposited in Sterela’s bank account.[15] Moreover, the fact thaprivate respondent sued his good friend Sanchez for his failure to recover his money from Doronilla shows that the transaction was nomerely gratuitous but ―had a business angle‖ to it. Hence, petitioner argues that it cannot be held liable for the return of privaterespondent’s P200,000.00 because it is not privy to the transaction between the latter and Doronilla.[16]

It argues further that petitioner’s Assistant Manager, Mr. Rufo Atienza, could not be faulted for allowing Doronilla to withd rawfrom the savings account of Sterela since the latter was the sole proprietor of said company. Petitioner asserts that Doronilla’s May 81979 letter addressed to the bank, authorizing Mrs. Vives and Sanchez to open a savings account for Sterela, did not contain anyauthorization for these two to withdraw from said account. Hence, the authority to withdraw therefrom remained exclusively with

Doronilla, who was the sole proprietor of Sterela, and who alone had legal title to the savings account.[17]

Petitioner points out that noevidence other than the testimonies of private respondent and Mrs. Vives was presented during trial to prove that private respondentdeposited his P200,000.00 in Sterela’s account f or purposes of its incorporation.[18] Hence, petitioner should not be held liable forallowing Doronilla to withdraw from Sterela’s savings account.

Petitioner also asserts that the Court of Appeals erred in affirming the trial court’s decision since the findings of fact therein werenot accord with the evidence presented by petitioner during trial to prove that the transaction between private respondent andDoronilla was amutuum, and that it committed no wrong in allowing Doronilla to withdraw from Sterela’s savings account.[19]

Finally, petitioner claims that since there is no wrongful act or omission on its part, it is not liable for the actual damages suffered by private respondent, and neither may it be held liable for moral and exemplary damages as well as attorney’s fees. [20]

Private respondent, on the other hand, argues that the transaction between him and Doronilla is not a mutuum but anaccommodation,[21]since he did not actually part with the ownership of his P200,000.00 and in fact asked his wife to deposit said

amount in the account of Sterela so that a certification can be issued to the effect that Sterela had sufficient funds for purposes of itsincorporation but at the same time, he retained some degree of control over his money through his wife who was made a signatory tothe savings account and in whose possession the savings account passbook was given.[22]

He likewise asserts that the trial court did not err in finding that petitioner, Atienza’s employer, is liable for the return of hismoney. He insists that Atienza, petitioner’s assistant manager, connived with Doronilla in defrauding private respondent since it wasAtienza who facilitated the opening of Sterela’s current account three days after Mrs. Vives and Sanchez opened a savings acc ounwith petitioner for said company, as well as the approval of the authority to debit Sterela’s savings account to cover any overdrawingsin its current account.[23]

There is no merit in the petition.

At the outset, it must be emphasized that only questions of law may be raised in a petition for review filed with this Court. TheCourt has repeatedly held that it is not its function to analyze and weigh all over again the evidence presented by the parties duringtrial.[24] The Court’s jurisdiction is in principle limited to reviewing errors of law that might have been committed by the Court ofAppeals.[25] Moreover, factual findings of courts, when adopted and confirmed by the Court of Appeals, are final and conclusive onthis Court unless these findings are not supported by the evidence on record.[26] There is no showing of any misapprehension of factson the part of the Court of Appeals in the case at bar that would require this Court to review and overturn the factual findings of thatcourt, especially since the conclusions of fact of the Court of Appeals and the trial court are not only consistent but are also amplysupported by the evidence on record.

No error was committed by the Court of Appeals when it ruled that the transaction between private respondent and Doronilla wasacommodatum and not a mutuum. A circumspect examination of the records reveals that the transaction between them wasa commodatum. Article 1933 of the Civil Code distinguishes between the two kinds of loans in this wise:

By the contract of loan, one of the parties delivers to another, either something not consumable so that the latter may use t he same fora certain time and return it, in which case the contract is called a commodatum; or money or other consumable thing, upon thecondition that the same amount of the same kind and quality shall be paid, in which case the contract is simply called a loan or

mutuum.

Commodatum is essentially gratuitous.

Simple loan may be gratuitous or with a stipulation to pay interest.

In commodatum, the bailor retains the ownership of the thing loaned, while in simple loan, ownership passes to the borrower.

The foregoing provision seems to imply that if the subject of the contract is a consumable thing, such as money, the contractwould be amutuum. However, there are some instances where a commodatum may have for its object a consumable thing. Article1936 of the Civil Code provides:


















































Consumable goods may be the subject of commodatum if the purpose of the contract is not the consumption of the object, as when itis merely for exhibition.

Thus, if consumable goods are loaned only for purposes of exhibition, or when the intention of the parties is to lend consumablegoods and to have the very same goods returned at the end of the period agreed upon, the loan is a commodatum and not a mutuum.

The rule is that the intention of the parties thereto shall be accorded primordial consideration in determining the actual characterof a contract.[27] In case of doubt, the contemporaneous and subsequent acts of the parties shall be considered in such determination.[28]

As correctly pointed out by both the Court of Appeals and the trial court, the evidence shows that private respondent agreed to

deposit his money in the savings account of Sterela specifically for the purpose of making it appear ―that said firm had sufficientcapitalization for incorporation, with the promise that the amount shall be returned within thirty (30) days.‖ [29] Private respondenmerely ―accommodated‖ Doronilla by lending his money without consideration, as a favor to his good friend Sanchez. It washowever clear to the parties to the transaction that the money would not be removed from Stere la’s savings account and would bereturned to private respondent after thirty (30) days.

Doronilla’s attempts to return to private respondent the amount of P200,000.00 which the latter deposited in Sterela’s accountogether with an additional P12,000.00, allegedly representing interest on the mutuum, did not convert the transaction froma commodatum into a mutuumbecause such was not the intent of the parties and because the additional P12,000.00 corresponds to thefruits of the lending of theP200,000.00. Article 1935 of the Civil Code expressly states that ―[t]he bailee in commodatum acquires theuse of the thing loaned but not its fruits.‖ Hence, it was only proper for Doronilla to remit to private respondent the interest accruingto the latter’s money deposited with petitioner.

Neither does the Court agree with petitioner’s contention that it is not solidarily liable for the return of private respondent’s

money because it was not privy to the transaction between Doronilla and private respondent. The nature of said transaction, that iswhether it is a mutuum or acommodatum, has no bearing on the question of petitioner’s liability for the return of private respondent’smoney because the factual circumstances of the case clearly show that petitioner, through its employee Mr. Atienza, was partlyresponsible for the loss of private respondent’s money and is liable for its restitution.

Petitioner’s rules for savings deposits written on the passbook it issued Mrs. Vives on behalf of Sterela for Savings Account No10-1567 expressly states that —

―2. Deposits and withdrawals must be made by the depositor personally or upon his written authority duly authenticated,and neither a deposit nor a withdrawal will be permitted except upon the production of the depositor savings bank book inwhich will be entered by the Bank the amount deposited or withdrawn.‖[30]

Said rule notwithstanding, Doronilla was permitted by petitioner, through Atienza, the Assistant Branch Manager for the

Buendia Branch of petitioner, to withdraw therefrom even without presenting the passbook (which Atienza very well knew was in thepossession of Mrs. Vives), not just once, but several times. Both the Court of Appeals and the trial court found that Atienza allowedsaid withdrawals because he was party to Doronilla’s ―scheme‖ of defrauding private respondent:

X X X

But the scheme could not have been executed successfully without the knowledge, help and cooperation of Rufo Atienza, assistantmanager and cashier of the Makati (Buendia) branch of the defendant bank. Indeed, the evidence indicates that Atienza had not onlyfacilitated the commission of the fraud but he likewise helped in devising the means by which it can be done in such manner as tomake it appear that the transaction was in accordance with banking procedure.

To begin with, the deposit was made in defendant’s Buendia branch precisely because Atienza was a key officer therein. The recordsshow that plaintiff had suggested that the P200,000.00 be deposited in his bank, the Manila Banking Corporation, but Doronilla and

Dumagpi insisted that it must be in defendant’s branch in Makati for ―it will be easier for them to get a certification‖. In fact before hewas introduced to plaintiff, Doronilla had already prepared a letter addressed to the Buendia branch manager authorizing Angeles B.Sanchez and company to open a savings account for Sterela in the amount of P200,000.00, as ―per coordination with Mr. RufoAtienza, Assistant Manager of the Bank x x x‖ (Exh. 1). This is a clear manifestation that the other defendants had been inconsultation with Atienza from the inception of the scheme. Significantly, there were testimonies and admission that Atienza is thebrother-in-law of a certain Romeo Mirasol, a friend and business associate of Doronilla.

Then there is the matter of the ownership of the fund. Because of the ―coordination‖ between Doronilla and Atienza, the latter knewbefore hand that the money deposited did not belong to Doronilla nor to Sterela. Aside from such foreknowledge, he was explicitlytold by Inocencia Vives that the money belonged to her and her husband and the deposit was merely to accommodate Doronilla.Atienza even declared that the money came from Mrs. Vives.
















Although the savings account was in the name of Sterela, the bank records disclose that the only ones empowered to withdraw thesame were Inocencia Vives and Angeles B. Sanchez. In the signature card pertaining to this account (Exh. J), the authorizedsignatories were Inocencia Vives &/or Angeles B. Sanchez. Atienza stated that it is the usual banking procedure that withdrawals of savings deposits could only be made by persons whose authorized signatures are in the signature cards on file with the bank. He,however, said that this procedure was not followed here because Sterela was owned by Doronilla. He explained that Doronilla had thefull authority to withdraw by virtue of such ownership. The Court is not inclined to agree with Atienza. In the first place, he was allthe time aware that the money came from Vives and did not belong to Sterela. He was also told by Mrs. Vives that they were onlyaccommodating Doronilla so that a certification can be issued to the effect that Sterela had a deposit of so much amount to be sued inthe incorporation of the firm. In the second place, the signature of Doronilla was not authorized in so far as that account is concernedinasmuch as he had not signed the signature card provided by the bank whenever a deposit is opened. In the third place, neither Mrs.Vives nor Sanchez had given Doronilla the authority to withdraw.

Moreover, the transfer of fund was done without the passbook having been presented. It is an accepted practice that whenever awithdrawal is made in a savings deposit, the bank requires the presentation of the passbook. In this case, such recognized practice wasdispensed with. The transfer from the savings account to the current account was without the submission of the passbook whichAtienza had given to Mrs. Vives. Instead, it was made to appear in a certification signed by Estrella Dumagpi that a duplicatepassbook was issued to Sterela because the original passbook had been surrendered to the Makati branch in view of a loanaccommodation assigning the savings account (Exh. C). Atienza, who undoubtedly had a hand in the execution of this certification,was aware that the contents of the same are not true. He knew that the passbook was in the hands of Mrs. Vives for he was the onewho gave it to her. Besides, as assistant manager of the branch and the bank official servicing the savings and current accounts inquestion, he also was aware that the original passbook was never surrendered. He was also cognizant that Estrella Dumagpi was notamong those authorized to withdraw so her certification had no effect whatsoever.

The circumstance surrounding the opening of the current account also demonstrate that Atienza’s active par ticipation in theperpetration of the fraud and deception that caused the loss. The records indicate that this account was opened three days later afterthe P200,000.00 was deposited. In spite of his disclaimer, the Court believes that Atienza was mindful and posted regarding theopening of the current account considering that Doronilla was all the while in ―coordination‖ with him. That it was he who facilitatedthe approval of the authority to debit the savings account to cover any overdrawings in the current account (Exh. 2) is not hard tocomprehend.

Clearly Atienza had committed wrongful acts that had resulted to the loss subject of this case. x x x.[31]

Under Article 2180 of the Civil Code, employers shall be held primarily and solidarily liable for damages caused by theiremployees acting within the scope of their assigned tasks. To hold the employer liable under this provision, it must be shown that anemployer-employee relationship exists, and that the employee was acting within the scope of his assigned task when the act

complained of was committed.

[32]

Case law in the United States of America has it that a corporation that entrusts a general duty to itsemployee is responsible to the injured party for damages flowing from the employee’s wrongful act done in the course of his g eneraauthority, even though in doing such act, the employee may have failed in its duty to the employer and disobeyed the latter’sinstructions.[33]

There is no dispute that Atienza was an employee of petitioner. Furthermore, petitioner did not deny that Atienza was actingwithin the scope of his authority as Assistant Branch Manager when he assisted Doronilla in withdrawing funds from Sterela’sSavings Account No. 10-1567, in which account private respondent’s money was deposited, and in transferring the money withdrawnto Sterela’s Current Account with petitioner. Atienza’s acts of helping Doronilla, a customer of the petitioner, were obviously done infurtherance of petitioner’s interests[34] even though in the process, Atienza violated some of petitioner’s rules such as those stipulatedin its savings account passbook .[35] It was established that the transfer of funds from Sterela’s savings account to its current accountcould not have been accomplished by Doronilla without the invaluable assistance of Atienza, and that it was their connivance whichwas the cause of private respondent’s loss.

The foregoing shows that the Court of Appeals correctly held that under Article 2180 of the Civil Code, petitioner is liable foprivate respondent’s loss and is solidarily liable with Doronilla and Dumagpi for the return of the P200,000.00 since it is clear tha petitioner failed to prove that it exercised due diligence to prevent the unauthorized withdrawals from Sterela’s savings account, andthat it was not negligent in the selection and supervision of Atienza. Accordingly, no error was committed by the appellate court inthe award of actual, moral and exemplary damages, attorney’s fees and costs of suit to private respondent.

WHEREFORE, the petition is hereby DENIED. The assailed Decision and Resolution of the Court of Appeals areAFFIRMED.

SO ORDERED.

Bellosillo, (Chairman), Mendoza, Quisumbing and Austria-Martinez, JJ., concur.























October 25, 1962

G.R. No. L-17474

REPUBLIC OF THE PHILIPPINES, plaintiff-appellee,

vs.

JOSE V. BAGTAS, defendant.

FELICIDAD M. BAGTAS, Administratrix of the Intestate Estate left by the late Jose V. Bagtas, petitioner-appellant.

D. T. Reyes, Liaison and Associates for petitioner-appellant.

Padilla, J.:

The Court of Appeals certified this case to this Court because only questions of law are raised.

On 8 May 1948 Jose V. Bagtas borrowed from the Republic of the Philippines through the Bureau of Animal Industry three bulls: a

Red Sindhi with a book value of P1,176.46, a Bhagnari, of P1,320.56 and a Sahiniwal, of P744.46, for a period of one year from 8

May 1948 to 7 May 1949 for breeding purposes subject to a government charge of breeding fee of 10% of the book value of the bulls.

Upon the expiration on 7 May 1949 of the contract, the borrower asked for a renewal for another period of one year. However, the

Secretary of Agriculture and Natural Resources approved a renewal thereof of only one bull for another year from 8 May 1949 to 7May 1950 and requested the return of the other two. On 25 March 1950 Jose V. Bagtas wrote to the Director of Animal Industry that

he would pay the value of the three bulls. On 17 October 1950 he reiterated his desire to buy them at a value with a deduction of

yearly depreciation to be approved by the Auditor General. On 19 October 1950 the Director of Animal Industry advised him that the

book value of the three bulls could not be reduced and that they either be returned or their book value paid not later than 31 October

1950. Jose V. Bagtas failed to pay the book value of the three bulls or to return them. So, on 20 December 1950 in the Court of First

Instance of Manila the Republic of the Philippines commenced an action against him praying that he be ordered to return the three

bulls loaned to him or to pay their book value in the total sum of P3,241.45 and the unpaid breeding fee in the sum of P199.6 2, both

with interests, and costs; and that other just and equitable relief be granted in (civil No. 12818).

On 5 July 1951 Jose V. Bagtas, through counsel Navarro, Rosete and Manalo, answered that because of the bad peace and order

situation in Cagayan Valley, particularly in the barrio of Baggao, and of the pending appeal he had taken to the Secretary of

Agriculture and Natural Resources and the President of the Philippines from the refusal by the Director of Animal Industry to deduct

from the book value of the bulls corresponding yearly depreciation of 8% from the date of acquisition, to which depreciation the

Auditor General did not object, he could not return the animals nor pay their value and prayed for the dismissal of the complaint.

After hearing, on 30 July 1956 the trial court render judgment —

. . . sentencing the latter (defendant) to pay the sum of P3,625.09 the total value of the three bulls plus the breeding fees in the amount

of P626.17 with interest on both sums of (at) the legal rate from the filing of this complaint and costs 5A9u8.

On 9 October 1958 the plaintiff moved ex parte for a writ of execution which the court granted on 18 October and issued on 11

November 1958. On 2 December 1958 granted an ex-parte motion filed by the plaintiff on November 1958 for the appointment of a

special sheriff to serve the writ outside Manila. Of this order appointing a special sheriff, on 6 December 1958, Felicidad M. Bagtas,the surviving spouse of the defendant Jose Bagtas who died on 23 October 1951 and as administratrix of his estate, was notified. On 7

January 1959 she file a motion alleging that on 26 June 1952 the two bull Sindhi and Bhagnari were returned to the Bureau Animal of

Industry and that sometime in November 1958 the third bull, the Sahiniwal, died from gunshot wound inflicted during a Huk raid

on Hacienda Felicidad Intal, and praying that the writ of execution be quashed and that a writ of preliminary injunction be issued. On

31 January 1959 the plaintiff objected to her motion. On 6 February 1959 she filed a reply thereto. On the same day, 6 February, the

Court denied her motion. Hence, this appeal certified by the Court of Appeals to this Court as stated at the beginning of this opinion.

It is true that on 26 June 1952 Jose M. Bagtas, Jr., son of the appellant by the late defendant, returned the Sindhi and Bhagnari bulls to

Roman Remorin, Superintendent of the NVB Station, Bureau of Animal Industry, Bayombong, Nueva Vizcaya, as evidenced by a

memorandum receipt signed by the latter (Exhibit 2). That is why in its objection of 31 January 1959 to the appellant's motion to



quash the writ of execution the appellee prays "that another writ of execution in the sum of P859.53 be issued against the estate of

defendant deceased Jose V. Bagtas." She cannot be held liable for the two bulls which already had been returned to and received by

the appellee.

The appellant contends that the Sahiniwal bull was accidentally killed during a raid by the Huk in November 1953 upon the

surrounding barrios of Hacienda Felicidad Intal, Baggao, Cagayan, where the animal was kept, and that as such death was due to force

majeure she is relieved from the duty of returning the bull or paying its value to the appellee. The contention is without merit. The

loan by the appellee to the late defendant Jose V. Bagtas of the three bulls for breeding purposes for a period of one year from 8 May

1948 to 7 May 1949, later on renewed for another year as regards one bull, was subject to the payment by the borrower of breeding feeof 10% of the book value of the bulls. The appellant contends that the contract was commodatum and that, for that reason, as the

appellee retained ownership or title to the bull it should suffer its loss due to force majeure. A contract of commodatum is essentially

gratuitous.1 If the breeding fee be considered a compensation, then the contract would be a lease of the bull. Under art icle 1671 of the

Civil Code the lessee would be subject to the responsibilities of a possessor in bad faith, because she had continued possession of the

bull after the expiry of the contract. And even if the contract be commodatum, still the appellant is liable, because article 1942 of the

Civil Code provides that a bailee in a contract of commodatum —

. . . is liable for loss of the things, even if it should be through a fortuitous event:

(2) If he keeps it longer than the period stipulated . . .

(3) If the thing loaned has been delivered with appraisal of its value, unless there is a stipulation exempting the bailee fromresponsibility in case of a fortuitous event;

The original period of the loan was from 8 May 1948 to 7 May 1949. The loan of one bull was renewed for another period of one year

to end on 8 May 1950. But the appellant kept and used the bull until November 1953 when during a Huk raid it was killed by st ray

bullets. Furthermore, when lent and delivered to the deceased husband of the appellant the bulls had each an appraised book value, to

with: the Sindhi, at P1,176.46, the Bhagnari at P1,320.56 and the Sahiniwal at P744.46. It was not stipulated that in case of loss of the

bull due to fortuitous event the late husband of the appellant would be exempt from liability.

The appellant's contention that the demand or prayer by the appellee for the return of the bull or the payment of its value being a

money claim should be presented or filed in the intestate proceedings of the defendant who died on 23 October 1951, is not altogether

without merit. However, the claim that his civil personality having ceased to exist the trial court lost jurisdiction over the case against

him, is untenable, because section 17 of Rule 3 of the Rules of Court provides that —

After a party dies and the claim is not thereby extinguished, the court shall order, upon proper notice, the legal representative of the

deceased to appear and to be substituted for the deceased, within a period of thirty (30) days, or within such time as may be granted. . .

PMjmlBS.

and after the defendant's death on 23 October 1951 his counsel failed to comply with section 16 of Rule 3 which provides that —

Whenever a party to a pending case dies . . . it shall be the duty of his attorney to inform the court promptly of such death . . . and to

give the name and residence of the executory administrator, guardian, or other legal representative of the deceased . . . R8kMI.

The notice by the probate court and its publication in the Voz de Manila that Felicidad M. Bagtas had been issue letters of administration of the estate of the late Jose Bagtas and that "all persons having claims for monopoly against the deceased Jose V.

Bagtas, arising from contract express or implied, whether the same be due, not due, or contingent, for funeral expenses and expenses

of the last sickness of the said decedent, and judgment for monopoly against him, to file said claims with the Clerk of this Court at the

City Hall Bldg., Highway 54, Quezon City, within six (6) months from the date of the first publication of this order, serving a copy

thereof upon the aforementioned Felicidad M. Bagtas, the appointed administratrix of the estate of the said deceased," is not a notice

to the court and the appellee who were to be notified of the defendant's death in accordance with the above-quoted rule, and there was

no reason for such failure to notify, because the attorney who appeared for the defendant was the same who represented the

administratrix in the special proceedings instituted for the administration and settlement of his estate. The appellee or its attorney or

representative could not be expected to know of the death of the defendant or of the administration proceedings of his estate instituted

in another court that if the attorney for the deceased defendant did not notify the plaintiff or its attorney of such death as required by



the rule.

As the appellant already had returned the two bulls to the appellee, the estate of the late defendant is only liable for the sum of

P859.63, the value of the bull which has not been returned to the appellee, because it was killed while in the custody of the

administratrix of his estate. This is the amount prayed for by the appellee in its objection on 31 January 1959 to the motion filed on 7

January 1959 by the appellant for the quashing of the writ of execution.

Special proceedings for the administration and settlement of the estate of the deceased Jose V. Bagtas having been instituted in the

Court of First Instance of Rizal (Q-200), the money judgment rendered in favor of the appellee cannot be enforced by means of a writof execution but must be presented to the probate court for payment by the appellant, the administratrix appointed by the court.

ACCORDINGLY, the writ of execution appealed from is set aside, without pronouncement as to costs SZw22O.

Bengzon, C.J., Bautista Angelo, Labrador, Concepcion, Reyes, J.B.L., Paredes, Dizon, Regala and Makalintal, JJ., concur.

Barrera, J., concurs in the result.

SECOND DIVISION

[G.R. No. 133179, March 27, 2008]

ALLIED BANKING CORPORATION, PETITIONER, VS. LIM SIO WAN, METROPOLITAN BANK AND TRUST CO.,AND PRODUCERS BANK, RESPONDENTS.

D E C I S I O N

VELASCO JR., J.:

To ingratiate themselves to their valued depositors, some banks at times bend over backwards that they unwittingly expose themselves

to great risks.

The Case

This Petition for Review on Certiorari under Rule 45 seeks to reverse the Court of Appeals' (CA's) Decision promulgated on March

18, 1998[1] in CA-G.R. CV No. 46290 entitled Lim Sio Wan v. Allied Banking Corporation, et al. The CA Decision modified the

Decision dated November 15, 1993 [2] of the Regional Trial Court (RTC), Branch 63 in Makati City rendered in Civil Case No. 6757.

The Facts

The facts as found by the RTC and affirmed by the CA are as follows:

On November 14, 1983, respondent Lim Sio Wan deposited with petitioner Allied Banking Corporation (Allied) at its Quintin Par edes

Branch in Manila a money market placement of PhP 1,152,597.35 for a term of 31 days to mature on December 15, 1983,[3] as

evidenced by Provisional Receipt No. 1356 dated November 14, 1983.[4]

On December 5, 1983, a person claiming to be Lim Sio Wan called up Cristina So, an officer of Allied, and instructed the latter to pre-

terminate Lim Sio Wan's money market placement, to issue a manager's check representing the proceeds of the placement, and to give

the check to one Deborah Dee Santos who would pick up the check.[5] Lim Sio Wan described the appearance of Santos so that So

could easily identify her.[6]

Later, Santos arrived at the bank and signed the application form for a manager's check to be issued. [7] The bank issued Manager's

Check No. 035669 for PhP 1,158,648.49, representing the proceeds of Lim Sio Wan's money market placement in the name of Lim

Sio Wan, as payee.[8] The check was cross-checked "For Payee's Account Only" and given to Santos.[9]

Thereafter, the manager's check was deposited in the account of Filipinas Cement Corporation (FCC) at respondent Metropolitan Bank

and Trust Co. (Metrobank),[10]with the forged signature of Lim Sio Wan as indorser.[11]



Earlier, on September 21, 1983, FCC had deposited a money market placement for PhP 2 million with respondent Producers Bank.

Santos was the money market trader assigned to handle FCC's account.[12] Such deposit is evidenced by Official Receipt No.

317568[13] and a Letter dated September 21, 1983 of Santos addressed to Angie Lazo of FCC, acknowledging receipt of the

placement.[14] The placement matured on October 25, 1983 and was rolled-over until December 5, 1983 as evidenced by a Letter dated

October 25, 1983.[15] When the placement matured, FCC demanded the payment of the proceeds of the placement.[16] On December 5,

1983, the same date that So received the phone call instructing her to pre-terminate Lim Sio Wan's placement, the manager's check in

the name of Lim Sio Wan was deposited in the account of FCC, purportedly representing the proceeds of FCC's money market

placement with Producers Bank.[17] In other words, the Allied check was deposited with Metrobank in the account of FCC as

Producers Bank's payment of its obligation to FCC.

To clear the check and in compliance with the requirements of the Philippine Clearing House Corporation (PCHC) Rules and

Regulations, Metrobank stamped a guaranty on the check, which reads: "All prior endorsements and/or lack of endorsement

guaranteed."[18]

The check was sent to Allied through the PCHC. Upon the presentment of the check, Allied funded the check even without checking

the authenticity of Lim Sio Wan's purported indorsement. Thus, the amount on the face of the check was credited to the account of

FCC.[19]

On December 9, 1983, Lim Sio Wan deposited with Allied a second money market placement to mature on January 9, 1984. [20]

On December 14, 1983, upon the maturity date of the first money market placement, Lim Sio Wan went to Allied to withdraw

it.[21] She was then informed that the placement had been pre-terminated upon her instructions. She denied giving any instructions andreceiving the proceeds thereof. She desisted from further complaints when she was assured by the bank's manager that her money

would be recovered.[22]

When Lim Sio Wan's second placement matured on January 9, 1984, So called Lim Sio Wan to ask for the latter's instructions on the

second placement. Lim Sio Wan instructed So to roll-over the placement for another 30 days. [23] On January 24, 1984, Lim Sio Wan,

realizing that the promise that her money would be recovered would not materialize, sent a demand letter to Allied asking for the

payment of the first placement.[24] Allied refused to pay Lim Sio Wan, claiming that the latter had authorized the pre-termination of

the placement and its subsequent release to Santos.[25]

Consequently, Lim Sio Wan filed with the RTC a Complaint dated February 13, 1984 [26] docketed as Civil Case No. 6757 against

Allied to recover the proceeds of her first money market placement. Sometime in February 1984, she withdrew her second placement

from Allied.

Allied filed a third party complaint[27] against Metrobank and Santos. In turn, Metrobank filed a fourth party complaint[28] against

FCC. FCC for its part filed a fifth party complaint[29] against Producers Bank. Summonses were duly served upon all the parties except

for Santos, who was no longer connected with Producers Bank.[30]

On May 15, 1984, or more than six (6) months after funding the check, Allied informed Metrobank that the signature on the check was

forged.[31] Thus, Metrobank withheld the amount represented by the check from FCC. Later on, Metrobank agreed to release the

amount to FCC after the latter executed an Undertaking, promising to indemnify Metrobank in case it was made to reimburse the

amount.[32]

Lim Sio Wan thereafter filed an amended complaint to include Metrobank as a party-defendant, along with Allied.[33] The RTC

admitted the amended complaint despite the opposition of Metrobank.[34] Consequently, Allied's third party complaint against

Metrobank was converted into a cross-claim and the latter's fourth party complaint against FCC was converted into a third partycomplaint.[35]

After trial, the RTC issued its Decision, holding as follows:

WHEREFORE, judgment is hereby rendered as follows:

1. Ordering defendant Allied Banking Corporation to pay plaintiff the amount of P1,158,648.49 plus 12% interest per annum

from March 16, 1984 until fully paid;

2. Ordering defendant Allied Bank to pay plaintiff the amount of P100,000.00 by way of moral damages;

3. Ordering defendant Allied Bank to pay plaintiff the amount of P173,792.20 by way of attorney's fees; and,



4. Ordering defendant Allied Bank to pay the costs of suit.

Defendant Allied Bank's cross-claim against defendant Metrobank is DISMISSED.

Likewise defendant Metrobank's third-party complaint as against Filipinas Cement Corporation is DISMISSED.

Filipinas Cement Corporation's fourth-party complaint against Producer's Bank is also DISMISSED.

SO ORDERED.[36]

The Decision of the Court of Appeals

Allied appealed to the CA, which in turn issued the assailed Decision on March 18, 1998, modifying the RTC Decision, as follows:

WHEREFORE, premises considered, the decision appealed from is MODIFIED. Judgment is rendered ordering and sentencing

defendant-appellant Allied Banking Corporation to pay sixty (60%) percent and defendant-appellee Metropolitan Bank and Trust

Company forty (40%) of the amount of P1,158,648.49 plus 12% interest per annum from March 16, 1984 until fully paid. The moral

damages, attorney's fees and costs of suit adjudged shall likewise be paid by defendant-appellant Allied Banking Corporation and

defendant-appellee Metropolitan Bank and Trust Company in the same proportion of 60-40. Except as thus modified, the decision

appealed from is AFFIRMED.

SO ORDERED.[37]

Hence, Allied filed the instant petition.

The Issues

Allied raises the following issues for our consideration:

The Honorable Court of Appeals erred in holding that Lim Sio Wan did not authorize [Allied] to pre-terminate the initial placement

and to deliver the check to Deborah Santos.

The Honorable Court of Appeals erred in absolving Producers Bank of any liability for the reimbursement of amount adjudged

demandable.

The Honorable Court of Appeals erred in holding [Allied] liable to the extent of 60% of amount adjudged demandable in clear

disregard to the ultimate liability of Metrobank as guarantor of all endorsement on the check, it being the collecting bank. [38]

The petition is partly meritorious.

A Question of Fact

Allied questions the finding of both the trial and appellate courts that Allied was not authorized to release the proceeds of Lim Sio

Wan's money market placement to Santos. Allied clearly raises a question of fact. When the CA affirms the findings of fact of the

RTC, the factual findings of both courts are binding on this Court. [39]

We also agree with the CA when it said that it could not disturb the trial court's findings on the credibility of witness So inasmuch as it

was the trial court that heard the witness and had the opportunity to observe closely her deportment and manner of testifying. Unless

the trial court had plainly overlooked facts of substance or value, which, if considered, might affect the result of the case,[40] we find it

best to defer to the trial court on matters pertaining to credibility of witnesses.

Additionally, this Court has held that the matter of negligence is also a factual question.[41] Thus, the finding of the RTC, affirmed by

the CA, that the respective parties were negligent in the exercise of their obligations is also conclusive upon this Court.

The Liability of the Parties

As to the liability of the parties, we find that Allied is liable to Lim Sio Wan. Fundamental and familiar is the doctrine that the

relationship between a bank and a client is one of debtor-creditor.

Articles 1953 and 1980 of the Civil Code provide:

Art. 1953. A person who receives a loan of money or any other fungible thing acquires the ownership thereof, and is bound to pay to

the creditor an equal amount of the same kind and quality.



Art. 1980. Fixed, savings, and current deposits of money in banks and similar institutions shall be governed by the provisions

concerning simple loan.

Thus, we have ruled in a line of cases that a bank deposit is in the nature of a simple loan or mutuum.[42] More succinctly, in Citibank,

N.A. (Formerly First National City Bank) v. Sabeniano, this Court ruled that a money market placement is a simple loan or

mutuum.[43] Further, we defined a money market in Cebu International Finance Corporation v. Court of Appeals, as follows:

[A] money market is a market dealing in standardized short-term credit instruments (involving large amounts) where lenders and

borrowers do not deal directly with each other but through a middle man or dealer in open market. In a money market transaction, the

investor is a lender who loans his money to a borrower through a middleman or dealer.

In the case at bar, the money market transaction between the petitioner and the private respondent is in the nature of a loan.[44]

Lim Sio Wan, as creditor of the bank for her money market placement, is entitled to payment upon her request, or upon maturity of the

placement, or until the bank is released from its obligation as debtor. Until any such event, the obligation of Allied to Lim Sio Wan

remains unextinguished.

Art. 1231 of the Civil Code enumerates the instances when obligations are considered extinguished, thus:

Art. 1231. Obligations are extinguished:

(1) By payment or performance;

(2) By the loss of the thing due;

(3) By the condonation or remission of the debt;

(4) By the confusion or merger of the rights of creditor and debtor;

(5) By compensation;

(6) By novation.

Other causes of extinguishment of obligations, such as annulment, rescission, fulfillment of a resolutory condition, and prescription,

are governed elsewhere in this Code. (Emphasis supplied.)

From the factual findings of the trial and appellate courts that Lim Sio Wan did not authorize the release of her money market

placement to Santos and the bank had been negligent in so doing, there is no question that the obligation of Allied to pay Lim Sio Wan

had not been extinguished. Art. 1240 of the Code states that "payment shall be made to the person in whose favor the obligation has

been constituted, or his successor in interest, or any person authorized to receive it." As commented by Arturo Tolentino:

Payment made by the debtor to a wrong party does not extinguish the obligation as to the creditor, if there is no fault or negligence

which can be imputed to the latter. Even when the debtor acted in utmost good faith and by mistake as to the person of his creditor, or

through error induced by the fraud of a third person, the payment to one who is not in fact his creditor, or authorized to receive such

payment, is void, except as provided in Article 1241. Such payment does not prejudice the creditor, and accrual of interest is notsuspended by it.[45](Emphasis supplied.)

Since there was no effective payment of Lim Sio Wan's money market placement, the bank still has an obligation to pay her at six

percent (6%) interest from March 16, 1984 until the payment thereof.

We cannot, however, say outright that Allied is solely liable to Lim Sio Wan.

Allied claims that Metrobank is the proximate cause of the loss of Lim Sio Wan's money. It points out that Metrobank guaranteed all

prior indorsements inscribed on the manager's check, and without Metrobank's guarantee, the present controversy would never have

occurred. According to Allied:Failure on the part of the collecting bank to ensure that the proceeds of the check is paid to the proper party is, aside from being an

efficient intervening cause, also the last negligent act, x x x contributory to the injury caused in the present case, which thereby leads

to the conclusion that it is the collecting bank, Metrobank that is the proximate cause of the alleged loss of the plaintiff in the instant

case.[46]

We are not persuaded.

Proximate cause is "that cause, which, in natural and continuous sequence, unbroken by any efficient intervening cause, produces the

injury and without which the result would not have occurred."[47] Thus, there is an efficient supervening event if the event breaks the

sequence leading from the cause to the ultimate result. To determine the proximate cause of a controversy, the question that needs to

be asked is: If the event did not happen, would the injury have resulted? If the answer is NO, then the event is the proximate cause.

In the instant case, Allied avers that even if it had not issued the check payment, the money represented by the check would still be



lost because of Metrobank's negligence in indorsing the check without verifying the genuineness of the indorsement thereon.

Section 66 in relation to Sec. 65 of the Negotiable Instruments Law provides:

Section 66. Liability of general indorser.--Every indorser who indorses without qualification, warrants to all subsequent holders in due

course;

a) The matters and things mentioned in subdivisions (a), (b) and (c) of the next preceding section; and

b) That the instrument is at the time of his indorsement valid and subsisting;

And in addition, he engages that on due presentment, it shall be accepted or paid, or both, as the case may be according to i ts tenor,

and that if it be dishonored, and the necessary proceedings on dishonor be duly taken, he will pay the amount thereof to the holder, or

to any subsequent indorser who may be compelled to pay it.

Section 65. Warranty where negotiation by delivery, so forth.--Every person negotiating an instrument by delivery or by a qualified

indorsement, warrants:

a) That the instrument is genuine and in all respects what it purports to be;

b) That he has a good title of it;

c) That all prior parties had capacity to contract;

d) That he has no knowledge of any fact which would impair the validity of the instrument or render it valueless.

But when the negotiation is by delivery only, the warranty extends in favor of no holder other than the immediate transferee.

The provisions of subdivision (c) of this section do not apply to persons negotiating public or corporation securities, other than bills

and notes. (Emphasis supplied.)

The warranty "that the instrument is genuine and in all respects what it purports to be" covers all the defects in the instrument affecting

the validity thereof, including a forged indorsement. Thus, the last indorser will be liable for the amount indicated in the negotiable

instrument even if a previous indorsement was forged. We held in a line of cases that "a collecting bank which indorses a check

bearing a forged indorsement and presents it to the drawee bank guarantees all prior indorsements, including the forged indorsement

itself, and ultimately should be held liable therefor."[48]

However, this general rule is subject to exceptions. One such exception is when the issuance of the check itself was attended with

negligence. Thus, in the cases cited above where the collecting bank is generally held liable, in two of the cases where the checks were

negligently issued, this Court held the institution issuing the check just as liable as or more liable than the collecting bank.

In isolated cases where the checks were deposited in an account other than that of the payees on the strength of forged indorsements,

we held the collecting bank solely liable for the whole amount of the checks involved for having indorsed the same. In Republic Bank

v. Ebrada,[49] the check was properly issued by the Bureau of Treasury. While in Banco de Oro Savings and Mortgage Bank (Banco

de Oro) v. Equitable Banking Corporation,[50] Banco de Oro admittedly issued the checks in the name of the correct payees. And

in Traders Royal Bank v. Radio Philippines Network, Inc.,[51] the checks were issued at the request of Radio Philippines Network, Inc.

from Traders Royal Bank.

However, in Bank of the Philippine Islands v. Court of Appeals, we said that the drawee bank is liable for 60% of the amount on the

face of the negotiable instrument and the collecting bank is liable for 40%. We also noted the relative negligence exhibited by twobanks, to wit:

Both banks were negligent in the selection and supervision of their employees resulting in the encashment of the forged checks by an

impostor. Both banks were not able to overcome the presumption of negligence in the selection and supervision of their employees. It

was the gross negligence of the employees of both banks which resulted in the fraud and the subsequent loss. While it is true that

petitioner BPI's negligence may have been the proximate cause of the loss, respondent CBC's negligence contributed equally to the

success of the impostor in encashing the proceeds of the forged checks. Under these circumstances, we apply Article 2179 of the Civil

Code to the effect that while respondent CBC may recover its losses, such losses are subject to mitigation by the courts. (See Phoenix

Construction Inc. v. Intermediate Appellate Courts, 148 SCRA 353 [1987]).

Considering the comparative negligence of the two (2) banks, we rule that the demands of substantial justice are satisfied by allocating

the loss of P2,413,215.16 and the costs of the arbitration proceeding in the amount of P7,250.00 and the cost of litigation on a 60-40

ratio.[52]



Similarly, we ruled in Associated Bank v. Court of Appeals that the issuing institution and the collecting bank should equally share the

liability for the loss of amount represented by the checks concerned due to the negligence of both parties:

The Court finds as reasonable, the proportionate sharing of fifty percent-fifty percent (50%-50%). Due to the negligence of the

Province of Tarlac in releasing the checks to an unauthorized person (Fausto Pangilinan), in allowing the retired hospital cashier to

receive the checks for the payee hospital for a period close to three years and in not properly ascertaining why the retired hospital

cashier was collecting checks for the payee hospital in addition to the hospital's real cashier, respondent Province contributed to the

loss amounting to P203,300.00 and shall be liable to the PNB for fifty (50%) percent thereof. In effect, the Province of Tarlac can only

recover fifty percent (50%) of P203,300.00 from PNB.

The collecting bank, Associated Bank, shall be liable to PNB for fifty (50%) percent of P203,300.00. It is liable on its warranties asindorser of the checks which were deposited by Fausto Pangilinan, having guaranteed the genuineness of all prior indorsements,

including that of the chief of the payee hospital, Dr. Adena Canlas. Associated Bank was also remiss in its duty to ascertain the

genuineness of the payee's indorsement.[53]

A reading of the facts of the two immediately preceding cases would reveal that the reason why the bank or institution which issued

the check was held partially liable for the amount of the check was because of the negligence of these parties which resulted in the

issuance of the checks.

In the instant case, the trial court correctly found Allied negligent in issuing the manager's check and in transmitting it to Santos

without even a written authorization.[54] In fact, Allied did not even ask for the certificate evidencing the money market placement or

call up Lim Sio Wan at her residence or office to confirm her instructions. Both actions could have prevented the whole fraudulent

transaction from unfolding. Allied's negligence must be considered as the proximate cause of the resulting loss.

To reiterate, had Allied exercised the diligence due from a financial institution, the check would not have been issued and no loss of funds would have resulted. In fact, there would have been no issuance of indorsement had there been no check in the first place.

The liability of Allied, however, is concurrent with that of Metrobank as the last indorser of the check. When Metrobank indorsed the

check in compliance with the PCHC Rules and Regulations[55] without verifying the authenticity of Lim Sio Wan's indorsement and

when it accepted the check despite the fact that it was cross-checked payable to payee's account only,[56] its negligent and cavalier

indorsement contributed to the easier release of Lim Sio Wan's money and perpetuation of the fraud. Given the relative participation

of Allied and Metrobank to the instant case, both banks cannot be adjudged as equally liable. Hence, the 60:40 ratio of the liabilities of

Allied and Metrobank, as ruled by the CA, must be upheld.

FCC, having no participation in the negotiation of the check and in the forgery of Lim Sio Wan's indorsement, can raise the real

defense of forgery as against both banks.[57]

As to Producers Bank, Allied Bank's argument that Producers Bank must be held liable as employer of Santos under Art. 2180 of the

Civil Code is erroneous. Art. 2180 pertains to the vicarious liability of an employer for quasi-delicts that an employee has committed.

Such provision of law does not apply to civil liability arising from delict.

One also cannot apply the principle of subsidiary liability in Art. 103 of the Revised Penal Code in the instant case. Such liability on

the part of the employer for the civil aspect of the criminal act of the employee is based on the conviction of the employee for a crime.

Here, there has been no conviction for any crime.

As to the claim that there was unjust enrichment on the part of Producers Bank, the same is correct. Allied correctly claims in its

petition that Producers Bank should reimburse Allied for whatever judgment that may be rendered against it pursuant to Art. 22 of the

Civil Code, which provides: "Every person who through an act of performance by another, or any other means, acquires or comes into

possession of something at the expense of the latter without just cause or legal ground, shall return the same to him."

The above provision of law was clarified in Reyes v. Lim, where we ruled that "[t]here is unjust enrichment when a person unjustly

retains a benefit to the loss of another, or when a person retains money or property of another against the fundamental principles of

justice, equity and good conscience."[58]

In Tamio v. Ticson, we further clarified the principle of unjust enrichment, thus: "Under Article 22 of the Civil Code, there is unjust

enrichment when (1) a person is unjustly benefited, and (2) such benefit is derived at the expense of or with damages to another."[59]

In the instant case, Lim Sio Wan's money market placement in Allied Bank was pre-terminated and withdrawn without her consent.

Moreover, the proceeds of the placement were deposited in Producers Bank's account in Metrobank without any justification. In other

words, there is no reason that the proceeds of Lim Sio Wans' placement should be deposited in FCC's account purportedly as payment

for FCC's money market placement and interest in Producers Bank. With such payment, Producers Bank's indebtedness to FCC was

extinguished, thereby benefitting the former. Clearly, Producers Bank was unjustly enriched at the expense of Lim Sio Wan. Based on



the facts and circumstances of the case, Producers Bank should reimburse Allied and Metrobank for the amounts the two latter banks

are ordered to pay Lim Sio Wan.

It cannot be validly claimed that FCC, and not Producers Bank, should be considered as having been unjustly enriched. It must be

remembered that FCC's money market placement with Producers Bank was already due and demandable; thus, Producers Bank's

payment thereof was justified. FCC was entitled to such payment. As earlier stated, the fact that the indorsement on the check was

forged cannot be raised against FCC which was not a part in any stage of the negotiation of the check. FCC was not unjustly enriched.

From the facts of the instant case, we see that Santos could be the architect of the entire controversy. Unfortunately, since summons

had not been served on Santos, the courts have not acquired jurisdiction over her.[60]

We, therefore, cannot ascribe to her liability inthe instant case.

Clearly, Producers Bank must be held liable to Allied and Metrobank for the amount of the check plus 12% interest per annum, moral

damages, attorney's fees, and costs of suit which Allied and Metrobank are adjudged to pay Lim Sio Wan based on a proportion of

60:40.

WHEREFORE, the petition is PARTLY GRANTED. The March 18, 1998 CA Decision in CA-G.R. CV No. 46290 and the

November 15, 1993 RTC Decision in Civil Case No. 6757 are AFFIRMED with MODIFICATION.

Thus, the CA Decision is AFFIRMED, the fallo of which is reproduced, as follows:

WHEREFORE, premises considered, the decision appealed from is MODIFIED. Judgment is rendered ordering and sentencing

defendant-appellant Allied Banking Corporation to pay sixty (60%) percent and defendant-appellee Metropolitan Bank and Trust

Company forty (40%) of the amount of P1,158,648.49 plus 12% interest per annum from March 16, 1984 until fully paid. The moraldamages, attorney's fees and costs of suit adjudged shall likewise be paid by defendant-appellant Allied Banking Corporation and

defendant-appellee Metropolitan Bank and Trust Company in the same proportion of 60-40. Except as thus modified, the decision

appealed from is AFFIRMED.

SO ORDERED.

Additionally and by way of MODIFICATION, Producers Bank is hereby ordered to pay Allied and Metrobank the aforementioned

amounts. The liabilities of the parties are concurrent and independent of each other.

SO ORDERED.

Quisumbing, (Chairperson), Carpio Morales, Tinga, and Chico-Nazario, JJ., concur.

G.R. No. 173227 January 20, 2009

SEBASTIAN SIGA-AN, Petitioner,vs.ALICIA VILLANUEVA, Respondent.

D E C I S I O N

CHICO-NAZARIO, J.:

Before Us is a Petition1 for Review on Certiorari under Rule 45 of the Rules of Court seeking to set aside the Decision,2 dated 16

December 2005, and Resolution,3 dated 19 June 2006 of the Court of Appeals in CA-G.R. CV No. 71814, which affirmed in toto theDecision,4 dated 26 January 2001, of the Las Pinas City Regional Trial Court, Branch 255, in Civil Case No. LP-98-0068.

The facts gathered from the records are as follows:

On 30 March 1998, respondent Alicia Villanueva filed a complaint5 for sum of money against petitioner Sebastian Siga-an before theLas Pinas City Regional Trial Court (RTC), Branch 255, docketed as Civil Case No. LP-98-0068. Respondent alleged that she was abusinesswoman engaged in supplying office materials and equipments to the Philippine Navy Office (PNO) located at Fort Bonifacio,Taguig City, while petitioner was a military officer and comptroller of the PNO from 1991 to 1996.

http://www.lawphil.net/judjuris/juri2009/jan2009/gr_173227_2009.html#rnt1





















The dispositive portion of the RTC Decision reads:

WHEREFORE, in view of the foregoing evidence and in the light of the provisions of law and jurisprudence on the matter, judgmentis hereby rendered in favor of the plaintiff and against the defendant as follows:

(1) Ordering defendant to pay plaintiff the amount of P660,000.00 plus legal interest of 12% per annum computed from 3March 1998 until the amount is paid in full;

(2) Ordering defendant to pay plaintiff the amount of P300,000.00 as moral damages;

(3) Ordering defendant to pay plaintiff the amount of P50,000.00 as exemplary damages;

(4) Ordering defendant to pay plaintiff the amount equivalent to 25% of P660,000.00 as attorney’s fees; and

(5) Ordering defendant to pay the costs of suit.14

Petitioner appealed to the Court of Appeals. On 16 December 2005, the appellate court promulgated its Decision affirming in toto theRTC Decision, thus:

WHEREFORE, the foregoing considered, the instant appeal is hereby DENIED and the assailed decision [is] AFFIRMED in toto.15

Petitioner filed a motion for reconsideration of the appellate court’s decision but this was denied.16 Hence, petitioner lodged the instanpetition before us assigning the following errors:

I.

THE RTC AND THE COURT OF APPEALS ERRED IN RULING THAT NO INTEREST WAS DUE TO PETITIONER;

II.

THE RTC AND THE COURT OF APPEALS ERRED IN APPLYING THE PRINCIPLE OF SOLUTIO INDEBITI .17

Interest is a compensation fixed by the parties for the use or forbearance of money. This is referred to as monetary interest. Interest

may also be imposed by law or by courts as penalty or indemnity for damages. This is called compensatory interest.18

The right tointerest arises only by virtue of a contract or by virtue of damages for delay or failure to pay the principal loan on which interest isdemanded.19

Article 1956 of the Civil Code, which refers to monetary interest,20 specifically mandates that no interest shall be due unless it hasbeen expressly stipulated in writing. As can be gleaned from the foregoing provision, payment of monetary interest is allowed only if:(1) there was an express stipulation for the payment of interest; and (2) the agreement for the payment of interest was reduced inwriting. The concurrence of the two conditions is required for the payment of monetary interest. Thus, we have held that collection of interest without any stipulation therefor in writing is prohibited by law.21

It appears that petitioner and respondent did not agree on the payment of interest for the loan. Neither was there convincing proof of written agreement between the two regarding the payment of interest. Respondent testified that although she accepted petitioner’soffer of loan amounting to P540,000.00, there was, nonetheless, no verbal or written agreement for her to pay interest on the loan.22

Petitioner presented a handwritten promissory note dated 12 September 199423 wherein respondent purportedly admitted owingpetitioner "capital and interest." Respondent, however, explained that it was petitioner who made a promissory note and she was toldto copy it in her own handwriting; that all her transactions with the PNO were subject to the approval of petitioner as comptroller of the PNO; that petitioner threatened to disapprove her transactions with the PNO if she would not pay interest; that being unaware of the law on interest and fearing that petitioner would make good of his threats if she would not obey his instruction to copy thepromissory note, she copied the promissory note in her own handwriting; and that such was the same promissory note presented bypetitioner as alleged proof of their written agreement on interest.24 Petitioner did not rebut the foregoing testimony. It is evident thatrespondent did not really consent to the payment of interest for the loan and that she was merely tricked and coerced by petitioner topay interest. Hence, it cannot be gainfully said that such promissory note pertains to an express stipulation of interest or writtenagreement of interest on the loan between petitioner and respondent.














































Petitioner, nevertheless, claims that both the RTC and the Court of Appeals found that he and respondent agreed on the payment of 7% rate of interest on the loan; that the agreed 7% rate of interest was duly admitted by respondent in her testimony in the BatasPambansa Blg. 22 cases he filed against respondent; that despite such judicial admission by respondent, the RTC and the Court of Appeals, citing Article 1956 of the Civil Code, still held that no interest was due him since the agreement on interest was not reducedin writing; that the application of Article 1956 of the Civil Code should not be absolute, and an exception to the application of suchprovision should be made when the borrower admits that a specific rate of interest was agreed upon as in the present case; and that itwould be unfair to allow respondent to pay only the loan when the latter very well knew and even admitted in the Batas PambansaBlg. 22 cases that there was an agreed 7% rate of interest on the loan.25

We have carefully examined the RTC Decision and found that the RTC did not make a ruling therein that petitioner and respondentagreed on the payment of interest at the rate of 7% for the loan. The RTC clearly stated that although petitioner and respondent enteredinto a valid oral contract of loan amounting to P540,000.00, they, nonetheless, never intended the payment of interest thereon.26 Whilethe Court of Appeals mentioned in its Decision that it concurred in the RTC’s ruling that petitioner and respondent agreed on a certainrate of interest as regards the loan, we consider this as merely an inadvertence because, as earlier elucidated, both the RTC and theCourt of Appeals ruled that petitioner is not entitled to the payment of interest on the loan. The rule is that factual findings of the trialcourt deserve great weight and respect especially when affirmed by the appellate court.27 We found no compelling reason to disturbthe ruling of both courts.

Petitioner’s reliance on respondent’s alleged admission in the Batas Pambansa Blg. 22 cases that they had agreed on the payment of interest at the rate of 7% deserves scant consideration. In the said case, respondent merely testified that after paying the total amountof loan, petitioner ordered her to pay interest.28 Respondent did not categorically declare in the same case that she and respondentmade an express stipulation in writing as regards payment of interest at the rate of 7%. As earlier discussed, monetary interest is dueonly if there was anexpress stipulation in writing for the payment of interest.

There are instances in which an interest may be imposed even in the absence of express stipulation, verbal or written, regardingpayment of interest. Article 2209 of the Civil Code states that if the obligation consists in the payment of a sum of money, and thedebtor incurs delay, a legal interest of 12% per annum may be imposed as indemnity for damages if no stipulation on the payment of interest was agreed upon. Likewise, Article 2212 of the Civil Code provides that interest due shall earn legal interest from the time itis judicially demanded, although the obligation may be silent on this point.

All the same, the interest under these two instances may be imposed only as a penalty or damages for breach of contractualobligations. It cannot be charged as a compensation for the use or forbearance of money. In other words, the two instances apply onlyto compensatory interest and not to monetary interest.29 The case at bar involves petitioner’s claim for monetary interest.

Further, said compensatory interest is not chargeable in the instant case because it was not duly proven that respondent defaulted in

paying the loan. Also, as earlier found, no interest was due on the loan because there was no written agreement as regards payment of interest.

Apropos the second assigned error, petitioner argues that the principle of solutio indebiti does not apply to the instant case. Thus, hecannot be compelled to return the alleged excess amount paid by respondent as interest.30

Under Article 1960 of the Civil Code, if the borrower of loan pays interest when there has been no stipulation therefor, the provisionsof the Civil Code concerning solutio indebiti shall be applied. Article 2154 of the Civil Code explains the principle of solutio indebiti.Said provision provides that if something is received when there is no right to demand it, and it was unduly delivered through mistake,the obligation to return it arises. In such a case, a creditor-debtor relationship is created under a quasi-contract whereby the payorbecomes the creditor who then has the right to demand the return of payment made by mistake, and the person who has no right toreceive such payment becomes obligated to return the same. The quasi-contract of solutio indebiti harks back to the ancient principlethat no one shall enrich himself unjustly at the expense of another.31 The principle of solutio indebitiapplies where (1) a payment is

made when there exists no binding relation between the payor, who has no duty to pay, and the person who received the payment; and(2) the payment is made through mistake, and not through liberality or some other cause.32 We have held that the principle of solutio

indebiti applies in case of erroneous payment of undue interest.33

It was duly established that respondent paid interest to petitioner. Respondent was under no duty to make such payment because therewas no express stipulation in writing to that effect. There was no binding relation between petitioner and respondent as regards thepayment of interest. The payment was clearly a mistake. Since petitioner received something when there was no right to demand it, hehas an obligation to return it.

We shall now determine the propriety of the monetary award and damages imposed by the RTC and the Court of Appeals.







































Records show that respondent received a loan amounting to P540,000.00 from petitioner.34 Respondent issued two checks with a totalworth of P700,000.00 in favor of petitioner as payment of the loan.35 These checks were subsequently encashed bypetitioner.36 Obviously, there was an excess of P160,000.00 in the payment for the loan. Petitioner claims that the excessof P160,000.00 serves as interest on the loan to which he was entitled. Aside from issuing the said two checks, respondent also paidcash in the total amount of P175,000.00 to petitioner as interest.37 Although no receipts reflecting the same were presented becausepetitioner refused to issue such to respondent, petitioner, nonetheless, admitted in his Reply-Affidavit38 in the Batas Pambansa Blg. 22cases that respondent paid him a total amount of P175,000.00 cash in addition to the two checks. Section 26 Rule 130 of the Rules of Evidence provides that the declaration of a party as to a relevant fact may be given in evidence against him. Aside from the amountsof P160,000.00 and P175,000.00 paid as interest, no other proof of additional payment as interest was presented by respondent. Sincewe have previously found that petitioner is not entitled to payment of interest and that the principle of solutio indebiti applies to theinstant case, petitioner should return to respondent the excess amount of P160,000.00 and P175,000.00 or the total amountof P335,000.00. Accordingly, the reimbursable amount to respondent fixed by the RTC and the Court of Appeals should be reducedfromP660,000.00 to P335,000.00.

As earlier stated, petitioner filed five (5) criminal cases for violation of Batas Pambansa Blg. 22 against respondent. In the said cases,the MeTC found respondent guilty of violating Batas Pambansa Blg. 22 for issuing five dishonored checks to petitioner. Nonetheless,respondent’s conviction therein does not affect our ruling in the instant case. The two checks, subject matter of this case,totaling P700,000.00 which respondent claimed as payment of the P540,000.00 worth of loan, were not among the five checks foundto be dishonored or bounced in the five criminal cases. Further, the MeTC found that respondent made an overpayment of the loan byreason of the interest which the latter paid to petitioner.39

Article 2217 of the Civil Code provides that moral damages may be recovered if the party underwent physical suffering, mentalanguish, fright, serious anxiety, besmirched reputation, wounded feelings, moral shock, social humiliation and similar injury.Respondent testified that she experienced sleepless nights and wounded feelings when petitioner refused to return the amount paid asinterest despite her repeated demands. Hence, the award of moral damages is justified. However, its corresponding amountof P300,000.00, as fixed by the RTC and the Court of Appeals, is exorbitant and should be equitably reduced. Article 2216 of the CiviCode instructs that assessment of damages is left to the discretion of the court according to the circumstances of each case. Thisdiscretion is limited by the principle that the amount awarded should not be palpably excessive as to indicate that it was the result of prejudice or corruption on the part of the trial court.40 To our mind, the amount of P150,000.00 as moral damages is fair, reasonable,and proportionate to the injury suffered by respondent.

Article 2232 of the Civil Code states that in a quasi-contract, such as solutio indebiti, exemplary damages may be imposed if thedefendant acted in an oppressive manner. Petitioner acted oppressively when he pestered respondent to pay interest and threatened toblock her transactions with the PNO if she would not pay interest. This forced respondent to pay interest despite lack of agreementthereto. Thus, the award of exemplary damages is appropriate. The amount of P50,000.00 imposed as exemplary damages by the RTCand the Court is fitting so as to deter petitioner and other lenders from committing similar and other serious wrongdoings.41

Jurisprudence instructs that in awarding attorney’s fees, the trial court must state the factual, legal or equitable justification forawarding the same.42 In the case under consideration, the RTC stated in its Decision that the award of attorney’s fees equivalent to25% of the amount paid as interest by respondent to petitioner is reasonable and moderate considering the extent of work rendered byrespondent’s lawyer in the instant case and the fact that it dragged on for several years.43 Further, respondent testified that she agreedto compensate her lawyer handling the instant case such amount.44 The award, therefore, of attorney’s fees and its amount equivalentto 25% of the amount paid as interest by respondent to petitioner is proper.

Finally, the RTC and the Court of Appeals imposed a 12% rate of legal interest on the amount refundable to respondent computedfrom 3 March 1998 until its full payment. This is erroneous.

We held in Eastern Shipping Lines, Inc. v. Court of Appeals ,45 that when an obligation, not constituting a loan or forbearance of

money is breached, an interest on the amount of damages awarded may be imposed at the rate of 6% per annum. We further declaredthat when the judgment of the court awarding a sum of money becomes final and executory, the rate of legal interest, whether it is aloan/forbearance of money or not, shall be 12% per annum from such finality until its satisfaction, this interim period being deemedequivalent to a forbearance of credit.

In the present case, petitioner’s obligation arose from a quasi-contract of solutio indebiti and not from a loan or forbearance of money.Thus, an interest of 6% per annum should be imposed on the amount to be refunded as well as on the damages awarded and on theattorney’s fees, to be computed from the time of the extra-judicial demand on 3 March 1998,46 up to the finality of this Decision. Inaddition, the interest shall become 12% per annum from the finality of this Decision up to its satisfaction.

WHEREFORE, the Decision of the Court of Appeals in CA-G.R. CV No. 71814, dated 16 December 2005, ishereby AFFIRMED with the following MODIFICATIONS: (1) the amount of P660,000.00 as refundable amount of interest is























































reduced to THREE HUNDRED THIRTY FIVE THOUSAND PESOS (P335,000.00); (2) the amount ofP300,000.00 imposed asmoral damages is reduced to ONE HUNDRED FIFTY THOUSAND PESOS (P150,000.00); (3) an interest of 6% per annum isimposed on the P335,000.00, on the damages awarded and on the attorney’s fees to be computed from the time of the extra-judicialdemand on 3 March 1998 up to the finality of this Decision; and (4) an interest of 12% per annum is also imposed from the finality of this Decision up to its satisfaction. Costs against petitioner.

SO ORDERED.

G.R. No. 160545 : March 9, 2010

PRISMA CONSTRUCTION & DEVELOPMENT CORPORATION and ROGELIO S. PANTALEON,Petitioners,vs. ARTHUR F. MENCHAVEZ, Respondent .

D E C I S I O N

BRION, J.

We resolve in this Decision the petition for review on certiorari1cЃacЃaląw filed by petitioners Prisma Construction & DevelopmentCorporation (PRISMA) and Rogelio S. Pantaleon (Pantaleon) (collectively, petitioners) who seek to reverse and set aside the

Decision2

cЃacЃaląw dated May 5, 2003 and the Resolution3

cЃacЃaląwdated October 22, 2003 of the Former Ninth Division of theCourt of Appeals (CA) in CA-G.R. CV No. 69627. The assailed CA Decision affirmed the Decision of the Regional Trial Court(RTC), Branch 73, Antipolo City in Civil Case No. 97-4552 that held the petitioners liable for payment of P3,526,117.00 torespondent Arthur F. Menchavez (respondent), but modified the interest rate from 4% per month to 12% per annum, computed fromthe filing of the complaint to full payment. The assailed CA Resolution denied the petitioners Motion for Reconsideration.

FACTUAL BACKGROUND

The facts of the case, gathered from the records, are briefly summarized below. chanroblesvirtua|awlibary

On December 8, 1993, Pantaleon, the President and Chairman of the Board of PRISMA, obtained aP1,000,000.004cЃacЃaląw loanfrom the respondent, with a monthly interest of P40,000.00 payable for six months, or a total obligation of P1,240,000.00 to be paidwithin six (6) months,5cЃacЃaląw under the following schedule of payments:

January 8, 1994 . P40,000.00

February 8, 1994 ... P40,000.00

March 8, 1994 ... P40,000.00

April 8, 1994 . P40,000.00

May 8, 1994 .. P40,000.00

June 8, 1994 P1,040,000.006cЃacЃaląw

Total P1,240,000.00

To secure the payment of the loan, Pantaleon issued a promissory note7cЃacЃaląw that states:

I, Rogelio S. Pantaleon, hereby acknowledge the receipt of ONE MILLION TWO HUNDRED FORTY THOUSAND PESOS(P1,240,000), Philippine Currency, from Mr. Arthur F. Menchavez, representing a six-month loan payable according to the followingschedule:

January 8, 1994 . P40,000.00

February 8, 1994 ... P40,000.00

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March 8, 1994 ... P40,000.00

April 8, 1994 . P40,000.00

May 8, 1994 .. P40,000.00

June 8, 1994 P1,040,000.00

The checks corresponding to the above amounts are hereby acknowledged.8cЃacЃaląw

and six (6) postdated checks corresponding to the schedule of payments. Pantaleon signed the promissory note in his personalcapacity,9cЃacЃaląw and as duly authorized by the Board of Directors of PRISMA.10cЃacЃaląw The petitioners failed to completelypay the loan within the stipulated six (6)-month period.

From September 8, 1994 to January 4, 1997, the petitioners paid the following amounts to the respondent:

September 8, 1994 P320,000.00

October 8, 1995. P600,000.00

November 8, 1995. P158,772.00

January 4, 1997 . P30,000.0011

cЃacЃaląw

As of January 4, 1997, the petitioners had already paid a total of P1,108,772.00. However, the respondent found that the petitionersstill had an outstanding balance of P1,364,151.00 as of January 4, 1997, to which it applied a 4% monthly interest.12cЃacЃaląw Thus,on August 28, 1997, the respondent filed a complaint for sum of money with the RTC to enforce the unpaid balance, plus 4% monthlyinterest,P30,000.00 in attorneys fees, P1,000.00 per court appearance and costs of suit.13cЃacЃaląw

In their Answer dated October 6, 1998, the petitioners admitted the loan of P1,240,000.00, but denied the stipulation on the 4%monthly interest, arguing that the interest was not provided in the promissory note. Pantaleon also denied that he made himself personally liable and that he made representations that the loan would be repaid within six (6) months.14cЃacЃaląw

THE RTC RULING

The RTC rendered a Decision on October 27, 2000 finding that the respondent issued a check forP1,000,000.00 in favor of thepetitioners for a loan that would earn an interest of 4% or P40,000.00 per month, or a total of P240,000.00 for a 6-month period. Itnoted that the petitioners made several payments amounting to P1,228,772.00, but they were still indebted to the respondentforP3,526,117.00 as of February 11,15cЃacЃaląw 1999 after considering the 4% monthly interest. The RTC observed that PRISMAwas a one-man corporation of Pantaleon and used this circumstance to justify the piercing of the veil of corporate fiction. Thus, theRTC ordered the petitioners to jointly and severally pay the respondent the amount of P3,526,117.00 plus 4% per month interest fromFebruary 11, 1999 until fully paid.16cЃacЃaląw

The petitioners elevated the case to the CA via an ordinary appeal under Rule 41 of the Rules of Court, insisting that there was noexpress stipulation on the 4% monthly interest.

THE CA RULING

The CA decided the appeal on May 5, 2003. The CA found that the parties agreed to a 4% monthly interest principally based on theboard resolution that authorized Pantaleon to transact a loan with an approved interest of not more than 4% per month. The appellatecourt, however, noted that the interest of 4% per month, or 48% per annum, was unreasonable and should be reduced to 12% perannum. The CA affirmed the RTCs finding that PRISMA was a mere instrumentality of Pantaleon that justified the piercing of the veilof corporate fiction. Thus, the CA modified the RTC Decision by imposing a 12% per annum interest, computed from the filing of thecomplaint until finality of judgment, and thereafter, 12% from finality until fully paid.17cЃacЃaląw

After the CA's denial18cЃacЃaląw of their motion for reconsideration,19cЃacЃaląw the petitioners filed the present petition for reviewon certiorari under Rule 45 of the Rules of Court.

THE PETITION































































The petitioners submit that the CA mistakenly relied on their board resolution to conclude that the parties agreed to a 4% monthlyinterest because the board resolution was not an evidence of a loan or forbearance of money, but merely an authorization for Pantaleonto perform certain acts, including the power to enter into a contract of loan. The expressed mandate of Article 1956 of the Civil Codeis that interest due should be stipulated in writing, and no such stipulation exists. Even assuming that the loan is subject to 4% monthlyinterest, the interest covers the six (6)-month period only and cannot be interpreted to apply beyond it. The petitioners also point outthe glaring inconsistency in the CA Decision, which reduced the interest from 4% per month or 48% per annum to 12% per annum,but failed to consider that the amount of P3,526,117.00 that the RTC ordered them to pay includes the compounded 4% monthlyinterest.

THE CASE FOR THE RESPONDENT

The respondent counters that the CA correctly ruled that the loan is subject to a 4% monthly interest because the board resolution isattached to, and an integral part of, the promissory note based on which the petitioners obtained the loan. The respondent furthercontends that the petitioners are estopped from assailing the 4% monthly interest, since they agreed to pay the 4% monthly interest onthe principal amount under the promissory note and the board resolution.

THE ISSUE

The core issue boils down to whether the parties agreed to the 4% monthly interest on the loan. If so, does the rate of interest apply tothe 6-month payment period only or until full payment of the loan?

OUR RULING

We find the petition meritorious.

Interest due should be stipulated in writing; otherwise, 12% per annum

Obligations arising from contracts have the force of law between the contracting parties and should be complied with in goodfaith.20cЃacЃaląw When the terms of a contract are clear and leave no doubt as to the intention of the contracting parties, the literalmeaning of its stipulations governs.21cЃacЃaląw In such cases, courts have no authority to alter the contract by construction or to makea new contract for the parties; a court's duty is confined to the interpretation of the contract the parties made for themselves withoutregard to its wisdom or folly, as the court cannot supply material stipulations or read into the contract words the contract does notcontain.22cЃacЃaląw It is only when the contract is vague and ambiguous that courts are permitted to resort to the interpretation of itsterms to determine the parties intent. chanroblesvirtua|awlibary

In the present case, the respondent issued a check for P1,000,000.00.23cЃacЃaląw In turn, Pantaleon, in his personal capacity and asauthorized by the Board, executed the promissory note quoted above. Thus, the P1,000,000.00 loan shall be payable within six (6)months, or from January 8, 1994 up to June 8, 1994. During this period, the loan shall earn an interest of P40,000.00 per month, for atotal obligation of P1,240,000.00 for the six-month period. We note that this agreed sum can be computed at 4% interest permonth, but no such rate of interest was stipulated in the promissory note; rather a fixed sum equivalent to this rate was agreedupon.

Article 1956 of the Civil Code specifically mandates that "no interest shall be due unless it has been expressly stipulated in writing."Under this provision, the payment of interest in loans or forbearance of money is allowed only if: (1) there was an express stipulationfor the payment of interest; and (2) the agreement for the payment of interest was reduced in writing. The concurrence of the twoconditions is required for the payment of interest at a stipulated rate. Thus, we held in Tan v. Valdehueza

24cЃacЃaląw andChing v.

Nicdao25cЃacЃaląw that collection of interest without any stipulation in writing is prohibited by law. chanroblesvirtua|awlibary

Applying this provision, we find that the interest of P40,000.00 per month corresponds only to the six (6)-month period of the loan, orfrom January 8, 1994 to June 8, 1994, as agreed upon by the parties in the promissory note. Thereafter, the interest on the loan shouldbe at the legal interest rate of 12% perannum, consistent with our ruling in Eastern Shipping Lines, Inc. v. Court of

Appeals:26cЃacЃaląw

When the obligation is breached, and it consists in the payment of a sum of money, i.e., a loan or forbearance of money, the interestdue should be that which may have been stipulated in writing. Furthermore, the interest due shall itself earn legal interest from thetime it is judicially demanded. In the absence of stipulation, the rate of interest shall be 12% per annum to be computed fromdefault, i.e., from judicial or extrajudicial demand under and subject to the provisions of Article 1169 of the Civil Code." (Emphasissupplied)






































We reiterated this ruling in Security Bank and Trust Co. v. RTC-Makati, Br. 61,27cЃacЃaląw Sulit v. Court of

Appeals,28cЃacЃaląw Crismina Garments, Inc. v. Court of Appeals, 29cЃacЃaląw Eastern Assurance and Surety Corporation v. Courtof Appeals, 30cЃacЃaląw Sps. Catungal v. Hao, 31cЃacЃaląw Yong v. Tiu,32cЃacЃaląw and Sps. Barrera v. Sps.

Lorenzo.33cЃacЃaląwThus, the RTC and the CA misappreciated the facts of the case; they erred in finding that the parties agreed to a4% interest, compounded by the application of this interest beyond the promissory notes six (6)-month period. The facts show that theparties agreed to the payment of a specific sum of money of P40,000.00 per month for six months, not to a 4% rate of interest payablewithin a six (6)-month period.

Medel v. Court of Appeals not applicable

The CA misapplied Medel v. Court of Appeals34cЃacЃaląw in finding that a 4% interest per month wasunconscionable. chanroblesvirtua|awlibary

In Medel, the debtors in a P500,000.00 loan were required to pay an interest of 5.5% per month, a service charge of 2% per annum,and a penalty charge of 1% per month, plus attorneys fee equivalent to 25% of the amount due, until the loan is fully paid. Taken inconjunction with the stipulated service charge and penalty, we found the interest rate of 5.5% to be excessive, iniquitous,unconscionable, exorbitant and hence, contrary to morals, thereby rendering the stipulation null and void. chanroblesvirtua|awlibary

Applying Medel, we invalidated and reduced the s tipulated interest in Spouses Solangon v. Salazar35cЃacЃaląwof 6% per month or72% per annum interest on a P60,000.00 loan; in Ruiz v. Court of Appeals,36cЃacЃaląw of 3% per month or 36% per annum intereston a P3,000,000.00 loan; in Imperial v. Jaucian,37cЃacЃaląw of 16% per month or 192% per annum interest on a P320,000.00 loan;in Arrofo v. Quiño ,

38cЃacЃaląw of 7% interest per month or 84% per annum interest on a P15,000.00 loan; in Bulos, Jr. v.

Yasuma ,39

cЃacЃaląw of 4% per month or 48% per annum interest on a P2,500,000.00 loan; and in Chua v. Timan,40

cЃacЃaląw of 7%and 5% per month for loans totalling P964,000.00. We note that in all these cases, the terms of the loans were open-ended; thestipulated interest rates were applied for an indefinite period. chanroblesvirtua|awlibary

Medel finds no application in the present case where no other stipulation exists for the payment of any extra amount except a specificsum of P40,000.00 per month on the principal of a loan payable within six months. Additionally, no issue on the excessiveness of thestipulated amount of P40,000.00 per month was ever put in issue by the petitioners;41cЃacЃaląw they only assailed the application of a4% interest rate, since it was not agreed upon. chanroblesvirtua|awlibary

It is a familiar doctrine in obligations and contracts that the parties are bound by the stipulations, clauses, terms and conditions theyhave agreed to, which is the law between them, the only limitation being that these stipulations, clauses, terms and conditions are notcontrary to law, morals, public order or public policy.42cЃacЃaląw The payment of the specific sum of money of P40,000.00 permonth was voluntarily agreed upon by the petitioners and the respondent. There is nothing from the records and, in fact, there is no

allegation showing that petitioners were victims of fraud when they entered into the agreement with therespondent. chanroblesvirtua|awlibary

Therefore, as agreed by the parties, the loan of P1,000,000.00 shall earn P40,000.00 per month for a period of six (6) months, or fromDecember 8, 1993 to June 8, 1994, for a total principal and interest amount of P1,240,000.00. Thereafter, interest at the rate of 12%per annum shall apply. The amounts already paid by the petitioners during the pendency of the suit, amounting to P1,228,772.00 as of February 12, 1999,43cЃacЃaląw should be deducted from the total amount due, computed as indicated above. We remand the case tothe trial court for the actual computation of the total amount due.

Doctrine of Estoppel not applicable

The respondent submits that the petitioners are estopped from disputing the 4% monthly interest beyond the six-month stipulatedperiod, since they agreed to pay this interest on the principal amount under the promissory note and the board resolution.

We disagree with the respondents contention. chanroblesvirtua|awlibary

We cannot apply the doctrine of estoppel in the present case since the facts and circumstances, as established by the record, negate itsapplication. Under the promissory note,44cЃacЃaląw what the petitioners agreed to was the payment of a specific sum of P40,000.00per month for six months not a 4% rate of interest per month for six (6) months on a loan whose principal is P1,000,000.00, forthe total amount of P1,240,000.00. Thus, no reason exists to place the petitioners in estoppel, barring them from raising their presentdefenses against a 4% per month interest after the six-month period of the agreement. The board resolution,45cЃacЃaląw on the otherhand, simply authorizes Pantaleon to contract for a loan with a monthly interest of not more than 4%. This resolution merely embodiesthe extent of Pantaleons authority to contract and does not create any right or obligation except as between Pantaleon and the board.Again, no cause exists to place the petitioners in estoppel.








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Piercing the corporate veil unfounded

We find it unfounded and unwarranted for the lower courts to pierce the corporate veil of PRISMA. chanroblesvirtua|awlibary

The doctrine of piercing the corporate veil applies only in three (3) basic instances, namely: a) when the separate and distinctcorporate personality defeats public convenience, as when the corporate fiction is used as a vehicle for the evasion of an existingobligation; b) in fraud cases, or when the corporate entity is used to justify a wrong, protect a fraud, or defend a crime; or c) is used inalter ego cases, i.e., where a corporation is essentially a farce, since it is a mere alter ego or business conduit of a person, or where thecorporation is so organized and controlled and its affairs so conducted as to make it merely an instrumentality, agency, conduit or

adjunct of another corporation.46

cЃacЃaląw In the absence of malice, bad faith, or a specific provision of law making a corporateofficer liable, such corporate officer cannot be made personally liable for corporate liabilities.47cЃacЃaląw

In the present case, we see no competent and convincing evidence of any wrongful, fraudulent or unlawful act on the part of PRISMAto justify piercing its corporate veil. While Pantaleon denied personal liability in his Answer, he made himself accountable in thepromissory note "in his personal capacity and as authorized by the Board Resolution" of PRISMA.48cЃacЃaląw With this statement ofpersonal liability and in the absence of any representation on the part of PRISMA that the obligation is all its own because of itsseparate corporate identity, we see no occasion to consider piercing the corporate veil as material to thecase. chanroblesvirtua|awlibary

WHEREFORE, in light of all the foregoing, we hereby REVERSE and SET ASIDE the Decision dated May 5, 2003 of the Court ofAppeals in CA-G.R. CV No. 69627. The petitioners loan of P1,000,000.00 shall bear interest of P40,000.00 per month for six (6)months from December 8, 1993 as indicated in the promissory note. Any portion of this loan, unpaid as of the end of the six-month

payment period, shall thereafter bear interest at 12% per annum. The total amount due and unpaid, including accrued interests, shallbear interest at 12% per annum from the finality of this Decision. Let this case beREMANDED to the Regional Trial Court, Branch73, Antipolo City for the proper computation of the amount due as herein directed, with due regard to the payments the petitionershave already remitted. Costs against the respondent.

SO ORDERED.

[G.R. No. 131622. November 27, 1998]

LETICIA Y. MEDEL DR. RAFAEL MEDEL and SERVANDO FRANCO, petitioners, vs. COURT OF APPEALS, SPOUSESVERONICA R. GONZALES and DANILO G. GONZALES, JR., doing lending business under the trade name andstyle "GONZALES CREDIT ENTERPRISES", respondents.

D E C I S I O N

PARDO, J.:

The case before the Court is a petition for review on certiorari, under Rule 45 of the Revised Rules of Court, seeking to setaside the decision of the Court of Appeals,[1] and its resolution denying reconsideration,[2] the dispositive portion of which decisionreads as follows:

"WHEREFORE, the appealed judgment is hereby MODIFIED such that defendants are hereby ordered to

pay the plaintiff: the sum ofP500,000.00, plus 5.5% per month interest and 2% service charge per annum effectiveJuly 23, 1986, plus 1% per month of the total amount due and demandable as penalty charges effective August 23,1986, until the entire amount is fully paid.

"The award to the plaintiff of P50,000.00 as attorney's fees is affirmed. And so is the imposition of costsagainst the defendants.

SO ORDERED."[3]

The Court required the respondents to comment on the petition,[4] which was filed on April 3, 1998,[5] and the petitioners to replythereto, which was filed on May 29, 1998.[6] We now resolve to give due course to the petition and decide the case.













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The facts of the case, as found by the Court of Appeals in its decision, which are considered binding and conclusive on theparties herein, as the appeal is limited to questions of law, are as follows:

On November 7, 1985, Servando Franco and Leticia Medel (hereafter Servando and Leticia) obtained a loan from Veronica R.Gonzales (hereafter Veronica), who was engaged in the money lending business under the name "Gonzales Credit Enterprises", in theamount of P50,000.00, payable in two months. Veronica gave only the amount of P47,000.00, to the borrowers, as sheretained P3,000.00, as advance interest for one month at 6% per month. Servado and Leticia executed a promissory notefor P50,000.00, to evidence the loan, payable on January 7, 1986.

On November 19, 1985, Servando and Leticia obtained from Veronica another loan in the amount of P90,000.00, payable in two

months, at 6% interest per month. They executed a promissory note to evidence the loan, maturing on January 19, 1986. Theyreceived only P84,000.00, out of the proceeds of the loan.

On maturity of the two promissory notes, the borrowers failed to pay the indebtedness.

On June 11, 1986, Servando and Leticia secured from Veronica still another loan in the amount of P300,000.00, maturing in onemonth, secured by a real estate mortgage over a property belonging to Leticia Makalintal Yaptinchay, who issued a special power ofattorney in favor of Leticia Medel, authorizing her to execute the mortgage. Servando and Leticia executed a promissory note in favorof Veronica to pay the sum of P300,000.00, after a month, or on July 11, 1986. However, only the sum of P275,000.00, was given tothem out of the proceeds of the loan.

Like the previous loans, Servando and Medel failed to pay the third loan on maturity.

On July 23, 1986, Servando and Leticia with the latter's husband, Dr. Rafael Medel, consolidated all their previous unpaid loantotaling P440,000.00, and sought from Veronica another loan in the amount of P60,000.00, bringing their indebtedness to a total

of P500,000.00, payable on August 23, 1986. The executed a promissory note, reading as follows:

"Baliwag, Bulacan July 23, 1986"Maturity Date August 23, 1986

"P500,000.00

"FOR VALUE RECEIVED, I/WE jointly and severally promise to pay to the order of VERONICA R. GONZALES doingbusiness in the business style of GONZALES CREDIT ENTERPRISES, Filipino, of legal age, married to Danilo G.Gonzales, Jr., of Baliwag Bulacan, the sum of PESOS ........ FIVE HUNDRED THOUSAND ..... (P500,000.00) PhilippineCurrency with interest thereon at the rate of 5.5 PER CENT per month plus 2% service chargeper annum from date hereof until fully paid according to the amortization schedule contained herein. (Underscoring supplied)

"Payment will be made in full at the maturity date.

"Should I/WE fail to pay any amortization or portion hereof when due, all the other installments together with all interestaccrued shall immediately be due and payable and I/WE hereby agree to payan additional amount equivalent to one per cent (1%) per month of the amount due and demandable aspenalty charges in theform of liquidated damages until fully paid; and the further sum of TWENTY FIVE PER CENT (25%) thereon in full,

without deductions as Attorney's Fee whether actually incurred or not, of the total amount due and demandable, exclusiveof costs and judicial or extra judicial expenses. (Underscoring supplied)

"I, WE further agree that in the event the present rate of interest on loan is increased by law or the Central Bank of thePhilippines, the holder shall have the option to apply and collect the increased interest charges without notice although theoriginal interest have already been collected wholly or partially unless the contrary is required by law.

"It is also a special condition of this contract that the parties herein agree that the amount of peso-obligation under thisagreement is based on the present value of peso, and if there be any change in the value thereof, due to extraordinary

inflation or deflation, or any other cause or reason, then the peso-obligation herein contracted shall be adjusted inaccordance with the value of the peso then prevailing at the time of the complete fulfillment of obligation.

"Demand and notice of dishonor waived. Holder may accept partial payments and grant renewals of this note or extensionof payments, reserving rights against each and all indorsers and all parties to this note.

"IN CASE OF JUDICIAL Execution of this obligation, or any part of it, the debtors waive all his/their rights under theprovisions of Section 12, Rule 39, of the Revised Rules of Court."

On maturity of the loan, the borrowers failed to pay the indebtedness of P500,000.00, plus interests and penalties, evidenced bythe above-quoted promissory note.



On February 20, 1990, Veronica R. Gonzales, joined by her husband Danilo G. Gonzales, filed with the Regional Trial Court ofBulacan, Branch 16, at Malolos, Bulacan, a complaint for collection of the full amount of the loan including interests and othercharges.

In his answer to the complaint filed with the trial court on April 5, 1990, defendant Servando alleged that he did not obtain anyloan from the plaintiffs; that it was defendants Leticia and Dr. Rafael Medel who borrowed from the plaintiffs the sumof P500,000.00, and actually received the amount and benefited therefrom; that the loan was secured by a real estate mortgageexecuted in favor of the plaintiffs, and that he (Servando Franco) signed the promissory note only as a witness.

In their separate answer filed on April 10,1990, defendants Leticia and Rafael Medel alleged that the loan was the transaction of

Leticia Yaptinchay, who executed a mortgage in favor of the plaintiffs over a parcel of real estate situated in San Juan, Batangas; thatthe interest rate is excessive at 5.5% per month with additional service charge of 2% per annum, and penalty charge of 1% per month;that the stipulation for attorney's fees of 25% ofthe amount due is unconscionable, illegal and excessive, and that substantial paymentmade were applied to interest, penalties and other charges.

After due trial, the lower court declared that the due execution and genuineness of the four promissory notes had been dulyproved, and ruled that although the Usury Law had been repealed, the interest charged by the plaintiffs on the loans wasunconscionable and "revolting to the conscience". Hence, the trial court applied "the provision of the New [Civil] Code" that the"legal rate of interest for loan or forbearance of money, goods or credit is 12% per annum." [7]

Accordingly, on December 9, 1991, the trial court rendered judgment, the dispositive portion of which reads as follows:

"WHEREFORE, premises considered, judgment is hereby rendered, as follows:

"1. Ordering the defendants Servando Franco and Leticia Medel, jointly and severally, to pay plaintiffs the amount of P47,000.00 plus12% interest per annum from November 7, 1985 and 1% per month as penalty, until the entire amount is paid in full.

"2. Ordering the defendants Servando Franco and Leticia Y. Medel to plaintiffs, jointly and severally the amount of P84,000.00 with12% interest per annum and 1% per cent per month as penalty from November 19,1985 until the whole amount is fully paid;

"3. Ordering the defendants to pay the plaintiffs, jointly and severally, the amount of P285,000.00 plus 12% interest per annum and1% per month as penalty from July 11, 1986, until the whole amount is fully paid;

"4. Ordering the defendants to pay plaintiffs, jointly and severally, the amount of P50,000.00 as attorney's fees;

"5. All counterclaims are hereby dismissed.

"With costs against the defendants."[8]

In due time, both plaintiffs and defendants appealed to the Court of Appeals.

In their appeal, plaintiffs-appellants argued that the promissory note, which consolidated all the unpaid loans of the defendants, isthe law that governs the parties. They further argued that Circular No. 416 of the Central Bank prescribing the rate of interest foloans or forbearance of money, goods or credit at 12% per annum, applies only in the absence of a stipulation on interest rate, but notwhen the parties agreed thereon.

The Court of Appeals sustained the plaintiffs-appellants' contention. It ruled that "the Usury Law having become 'legallyinexistent' with the promulgation by the Central Bank in 1982 of Circular No. 905, the lender and borrower could agree on any interesthat may be charged on the loan".[9] The Court of Appeals further held that "the imposition of 'an additional amount equivalent to 1%per month of the amount due and demandable as penalty charges in the form of liquidated damages until fully paid' was allowed by

law".[10]

Accordingly, on March 21, 1997, the Court of Appeals promulgated it decision reversing that of the Regional Trial Court,disposing as follows:

"WHEREFORE, the appealed judgment is hereby MODIFIED such that defendants are hereby ordered topay the plaintiffs the sum ofP500,000.00, plus 5.5% per month interest and 2% service charge per annum effectiveJuly 23, 1986, plus 1% per month of the total amount due and demandable as penalty charges effective August 24,1986, until the entire amount is fully paid.

"The award to the plaintiffs of P50,000.00 as attorney's fees is affirmed. And so is the imposition of costsagainst the defendants.

"SO OREDERED."[11]






















On April 15, 1997, defendants-appellants filed a motion for reconsideration of the said decision. By resolution dated Novembe25, 1997, the Court of Appeals denied the motion.[12]

Hence, defendants interposed the present recourse via petition for review on certiorari.[13]

We find the petition meritorious.

Basically, the issue revolves on the validity of the interest rate stipulated upon. Thus, the question presented is whether or nothe stipulated rate of interest at 5.5% per month on the loan in the sum of P500,000.00, that plaintiffs extended to the defendants isusurious. In other words, is the Usury Law still effective, or has it been repealed by Central Bank Circular No. 905, adopted onDecember 22, 1982, pursuant to its powers under P.D. No. 116, as amended by P.D. No. 1684?

We agree with petitioners that the stipulated rate of interest at 5.5% per month on the P500,000.00 loan is excessive, iniquitous,unconscionable and exorbitant.13 However, we can not consider the rate "usurious" because this Court has consistently held thatCirculr No. 905 of the Central Bank, adopted on December 22, 1982, has expressly removed the interest ceilings prescribed by theUsury Law[14] and that the Usury Law is now "legally inexistent".[15]

In Security Bank and Trust Company vs. Regional Trial Court of Makati, Branch 61[16] the Court held that CB Circular No. 905"did not repeal nor in anyway amend the Usury Law but simply suspended the latter's effectivity." Indeed, we have held that "aCentral Bank Circular can not repeal a law. Only a law can repeal another law."[17] In the recent case of Florendo vs. Court ofAppeals[18], the Court reiterated the ruling that "by virtue of CB Circular 905, the Usury Law has been rendered ineffective". "Usuryhas been legally non-existent in our jurisdiction. Interest can now be charged as lender and borrower may agree upon."[19]

Nevertheless, we find the interest at 5.5% per month, or 66% per annum, stipulated upon by the parties in the promissory noteiniquitous or unconscionable, and, hence, contrary to morals ("contra bonos mores"), if not against the law.[20] The stipulation is

void.[21]

The courts shall reduce equitably liquidated damages, whether intended as an indemnity or a penalty if they are iniquitous orunconscionable.[22]

Consequently, the Court of Appeals erred in upholding the stipulation of the parties. Rather, we agree with the trial court thatunder the circumstances, interest at 12% per annum, and an additional 1% a month penalty charge as liquidated damages may be morereasonable.

WHEREFORE, the Court hereby REVERSES and SETS ASIDE the decision of the Court of Appeals promulgated on March21, 1997, and its resolution dated November 25, 1997. Instead, we render judgment REVIVING and AFFIRMING the decision datedDecember 9, 1991, of the Regional Trial Court of Bulacan, Branch 16, Malolos, Bulacan, in Civil Case No. 134-M-90, involving thesame parties.

No pronouncement as to costs in this instance

SO ORDERED.

Narvasa, C.J. (Chairman), Romero, Kapunan, and Purisima, JJ., concur.

G.R. No. 148491 February 8, 2007

SPOUSES ZACARIAS BACOLOR and CATHERINE BACOLOR, Petitioners,vs.BANCO FILIPINO SAVINGS AND MORTGAGE BANK, DAGUPAN CITY BRANCH and MARCELINO C.BONUAN,Respondents.

D E C I S I O N

SANDOVAL-GUTIERREZ, J.:

Petition for Review on Certiorari under Rule 45 of the 1997 Rules of Civil Procedure, as amended, assailing the Decision 1 of theCourt of Appeals in CA-G.R. CV No. 47732 promulgated on February 23, 2001 and its Resolution dated May 30, 2001.

On February 11, 1982, spouses Zacarias and Catherine Bacolor, herein petitioners, obtained a loan ofP244,000.00 from Banco FilipinoSavings and Mortgage Bank, Dagupan City Branch, respondent. They executed a promissory note providing that the amount shall bepayable within a period of ten (10) years with a monthly amortization of P5,380.00 beginning March 11, 1982 and every 11th day of the month thereafter; that the interest rate shall be twenty-four percent (24%) per annum, with a penalty of three percent (3%) on anyunpaid monthly amortization; that there shall be a service charge of three percent (3%) per annum on the loan; and that in case






































http://www.lawphil.net/judjuris/juri2007/feb2007/gr_148491_2007.html#fnt1


















respondent bank seeks the assistance of counsel to enforce the collection of the loan, petitioners shall be liable for ten pe rcent (10%)of the amount due as attorney’s fees and fifteen percent (15%) of the amount due as liquidated damages.

As security for the loan, petitioners mortgaged with respondent bank their parcel of land located in Dagupan City, Pangasinan,registered under Transfer Certificate of Title No. 40827.

From March 11, 1982 to July 10, 1991, petitioners paid respondent bank P412, 199.36. Thereafter, they failed to pay the remainingbalance of the loan.

On August 7, 1992, petitioners received from respondent bank a statement of account stating that their indebtedness as of July 31,1992 amounts to P840,845.61.

In its letter dated January 13, 1993, respondent bank informed petitioners that should they fail to pay their loan within fifteen (15) daysfrom notice, appropriate action shall be taken against them.

Due to petitioners’ failure to settle their obligation, respondent instituted, on March 5, 1993, an action for extra-judicial foreclosure of mortgage.

Prior thereto, or on February 1, 1993, petitioners filed with Branch 40 of the same RTC, a complaint for violation of the Usury Lawagainst respondent, docketed as Civil Case No. D-10480. They alleged that the provisions of the promissory note constitute a usurioustransaction considering the (1) rate of interest, (2) the rate of penalties, service charge, attorney’s fees and liquidated damages, and (3)deductions for surcharges and insurance premium. In their amended complaint, petitioners further alleged that, during the closure of respondent bank, it ceased to be a banking institution and, therefore, could not charge interests and institute foreclosure proceeding.

On August 25, 1994, the RTC rendered its decision dismissing petitioners’ complaint, holding that:

(1) The terms and conditions of the Deed of Mortgage and the Promissory Note are legal and not usurious.

The plaintiff freely signed the Deed of Mortgage and the Promissory Note with full knowledge of its terms and conditions.

The interest rate of 24% per annum is not usurious and does not violate the Usury Law (Act 2655) as amended by P.D. No. 166.

The rate of interest, including commissions, premiums, fees and other charges, on a loan or forbearance of any money etc., regardlessof maturity x x x, shall not be subject to any ceiling under or pursuant to the Usury Law, as amended (CB Circular no. 905). Hence,

the 24% interest per annum is allowed under P.D. No. 166.

For sometime now, usury has been legally non-existent. Interest can now be as lender and borrower may agree upon (Verdejo v. CA,Jan. 29, 1988. 157 SCRA 743).

The imposition of penalties in case the obligation is not fulfilled is not prohibited by the Usury Law. Parties to a contract of loan mayvalidly agree upon the imposition of penalty charges in case of delay or non-payment of the loan. The purpose is to compel the debtorto pay his debt on time (Go Chioco v. Martinez, 45 Phil. 256, 265).

(2) The closure of Banco Filipino did not suspend or stop its usual and normal banking operations like the collection of loanreceivables and foreclosures of mortgages.

In view of the foregoing, plaintiffs failed to substantiate their cause of action against the defendant. 2

On appeal, the Court of Appeals rendered its Decision affirming the Decision of the trial court. Petitioner’s subsequent motion for reconsideration was denied.

Hence, this present petition for review on certiorari raising this lone issue: whether the interest rate is "excessive and unconscionable."

It is the petitioners’ contention that while the Usury Law ceiling on interest rates was lifted by Central Bank Circular No. 905, there isnothing in the said circular which grants respondent bank carte blanche authority to raise interest rates to levels which "either enslavethe borrower or lead to a hemorrhaging of their assets." 3











In its comment 4 , respondent bank maintained that petitioner, by signing the Deed of Mortgage and Promissory Note, knowingly andfreely consented to its terms and conditions. A contract between the parties must not be impaired. The interest rate of 24% per annumis not usurious and does not violate the Usury Law. 5

The petition lacks merit.

Article 1956 of the Civil Code provides that no interest shall be due unless it has been expressly stipulated in writing.Here, the partiesagreed in writing on February 11, 1982 that the rate of interest on the petitioners’ loan shall be 24% per annum.

At the time the parties entered into the loan transaction, the applicable law was the Usury Law (Act 2655), as amended by P.D. No.166, which provides that the rate of interest for the forbearance of money when secured by a mortgage upon real estate, should not bemore than 6% per annum or the maximum rate prescribed by the Monetary Board of the Central Bank of the Philippines in force at thetime the loan was granted. Central Bank Circular No. 783, which took effect on July 1, 1981, removed the ceiling on interest rates on acertain class of loans, thus:

SECTION 2. The interest rate on a loan forbearance of any money, goods, or credits with a maturity of more than seven hundred thirty(730) days shall not be subject to any ceiling. 6

In the present case, the term of the subject loan is for a period of 10 years. Considering that its maturity is more than 730 days, theinterest rate is not subject to any ceiling following the above provision. Therefore, the 24% interest rate agreed upon by parties doesnot violate the Usury Law, as amended by P.D. 116.

This Court has consistently held that for sometime now, usury has been legally non-inexistent and that interest can now be charged aslender and borrower may agree upon. 7 As a matter of fact, Section 1 of Central Bank Circular No. 905 states that:

SECTION 1. The rate of interest, including commissions, premiums, fees and other charges , on a loan or forbearance of any money,goods, or credits, regardless of maturity and whether secured or unsecured, that may be charged or collected by any person, whethernatural or judicial, shall not be subject to any ceiling prescribed under or pursuant to the Usury Law, as amended. 8

Moreover, in Trade & Investment Development Corporation of the Philippines v. Roblett Industrial Construction Corporation, 9 thisCourt has ruled that:

With the suspension of the Usury Law and the removal of interest ceiling, the parties are free to stipulate the interest to be imposed onmonetary obligations. Absent any evidence of fraud, undue influence, or any vice of consent exercised by one party against the other,

the interest rate agreed upon is binding upon them.

There is no indication in the records that any of the incidents which vitiate consent on the part of petitioners is present. Indeed, theinterest rate agreed upon is binding on them. With respect to the penalty and service charges, the same are unconscionable orexcessive.

Petitioners invoke this Court’s rulings in Almeda vs. Court of Appeals 10 and Medel vs. Court of Appeals 11 to show that the interestrate in the subject promissory note is unconscionable. Their reliance on these cases is misplaced. In Almeda, what this Court struck down as being unconscionable and excessive was the unilateral increase in the interest rates from 18% to 68%. This Court ruled thus:

It is plainly obvious, therefore, from the undisputed facts of the case that respondent bank unilaterally altered the terms of itscontract by increasing the interest rates of the loan without the prior assent of the latter. In fact, the manner of agreement isitself explicitly stipulated by the Civil Code when it provides, in Article 1956, that "No interest shall be due unless it has been

expressly stipulated in writing." What has been "stipulated in writing" from a perusal of the interest rate provision of the creditagreement signed between the parties is that petitioners were bound merely to pay 21% interest x x x.

Petitioners also cannot find refuge in Medel. In this case, what this Court declared as unconscionable was the imposition of a 66% interest rate per annum. In the instant case, the interest rate is only 24% per annum, agreed upon by both parties. By no meanscan it be considered unconscionable or excessive.1awphi1.net

Verily, petitioners cannot now renege on their obligation to comply with what is incumbent upon them under the loan agreement. Acontract is the law between the parties and they are bound by its stipulations. 12

Petitioners further contend that during the closure of respondent bank (from January 1, 1985 to July 1, 1994), it lost its function as abanking institution and, therefore, could no longer charge interests and institute foreclosure proceedings.








































In the case of Banco Filipino Savings & Mortgage Bank vs. Monetary Board, Central Bank of the Philippines, 13this Court ruled thatthe bank’s closure did not diminish the authority and powers of the designated liquidator to effectuate and carry on the administrationof the bank, thus:

x x x. We did not prohibit however acts such as receiving collectibles and receivables or paying off creditors’ claims and othertransactions pertaining to the normal operations of a bank. There is no doubt that that the prosecution of suits for collection and theforeclosure of mortgages against debtors of the bank by the liquidator are among the usual and ordinary transactions pertaining to theadministration of a bank. x x x.

Likewise, in Banco Filipino Savings and Mortgage Bank vs. Ybañez, 14

where one of the issues was whether respondent bank cancollect interest on its loans during its period of liquidation and closure, this Court held:

In Banco Filipino Savings and Mortgage Bank v. Monetary Board, the validity of the closure and receivership of Banco Filipino wasput in issue. But the pendency of the case did not diminish the authority of the designated liquidator to administer and continue the bank’s transactions. The Court allowed the bank liquidator to continue receiving collectibles and receivables or paying off creditor’sclaims and other transactions pertaining to normal operations of a bank. Among these transactions were the prosecution of suitsagainst debtors for collection and for foreclosure of mortgages. The bank was allowed to collect interests on its loans while underliquidation, provided that the interests were legal.

In fine, we hold that the interest rate on the loan agreed upon between the parties is not excessive or unconscionable; and that duringthe closure of respondent bank, it could still function as a bonding institution, hence, could continue collecting interests frompetitioners.

WHEREFORE, we DENY the petition and AFFIRM the challenged Decision and Resolution of the Court of Appeals in CA-G.R.CV No. 47732. Costs against petitioners.

SO ORDERED.

[G.R. No. 170452, August 13, 2008]

SALVADOR CHUA AND VIOLETA CHUA, PETITIONERS, VS. RODRIGO TIMAN, MA. LYNN TIMAN AND LYDIATIMAN, RESPONDENTS.

D E C I S I O N

QUISUMBING, J.:

Before us is a petition for review on certiorari assailing the Decision [1] and Resolution[2] dated March 9, 2005 and November 24,

2005, respectively, of the Court of Appeals in CA-G.R. CV No. 82865, which had affirmed the Decision [3] dated May 14, 2004 of the

Regional Trial Court (RTC) of Quezon City, Branch 86, in Civil Case No. Q-00-41276. The Court of Appeals reduced the stipulated

original interest rates of 7% and 5% per month to only 1% per month or 12% per annum and ordered petitioners to refund the excess

interest payments by respondents.

The pertinent facts are as follows:

In February and March 1999, petitioners Salvador and Violeta Chua granted respondents Rodrigo, Ma. Lynn and Lydia Timan the

following loans: a) P100,000; b) P200,000; c) P150,000; d) P107,000; e) P200,000; and f) P107,000. These loans were evidenced by

promissory notes with interest of 7% per month, which was later reduced to 5% per month. Rodrigo and Ma. Lynn issued five (5)postdated checks to secure the loans, except for the P150,000 loan which was secured by a postdated check issued by Lydia.

Respondents paid the loans initially at 7% interest rate per month until September 1999 and then at 5% interest rate per month from

October to December 1999. Sometime in March 2000, respondents offered to pay the principal amount of the loans through a

Philippine National Bank manager's check worth P764,000, but petitioners refused to accept the same insisting that the principal

amount of the loans totalled P864,000.

On May 3, 2000, respondents deposited P864,000 with the Clerk of Court of the RTC of Quezon City. Later, they filed a case for

consignation and damages. Petitioners moved to dismiss the case, but the RTC denied the motion, as well as the subsequent motion for

reconsideration.











By virtue of an order of Partial Judgment [4] dated October 16, 2002, the Clerk of Court of the RTC of Quezon City released the

amount of P864,000 to petitioners.

Trial on the validity of the stipulated interests on the subject loans, as well as on the issue of damages, then proceeded.

On May 14, 2004, the RTC rendered a decision in favor of respondents. It ruled that the original stipulated interest rates of 7% and 5%

per month were excessive. It further ordered petitioners to refund to respondents all interest payments in excess of the legal rate of 1%

per month or 12% per annum. However, the RTC denied petitioners' claim for damages.

On appeal, the Court of Appeals affirmed the trial court's decision. The Court of Appeals declared illegal the stipulated interest ratesof 7% and 5% per month for being excessive, iniquitous, unconscionable and exorbitant. Accordingly, the Court of Appeals reduced

the stipulated interest rates of 7% and 5% per month (equivalent to 84% and 60% per annum, respectively) to a fair and reasonable

rate of 1% per month or 12% per annum. The Court of Appeals also ordered petitioners to refund to respondents all interest payments

in excess of 12% per annum. Petitioners sought reconsideration, but it was denied.

Hence, this petition raising the lone issue of:

WHETHER OR NOT THE HONORABLE COURT OF APPEALS COMMITTED A REVERSIBLE ERROR - OR ACTED NOT IN

ACCORD WITH THE LAW AND JURISPRUDENCE - WHEN IT AFFIRMED THE JUDGMENT OF THE REGIONAL TRIAL

COURT ORDERING THE RETURN OF THE EXCESS INTEREST TO RESPONDENTS. [5]

Essentially, the main issue is: (1) Did the Court of Appeals err in ruling that the original stipulated interest rates of 7% and 5%,

equivalent to 84% and 60% per annum, are unconscionable, and in ordering petitioners to refund to respondents all payments of

interest in excess of 12% per annum?

Petitioners aver that the stipulated interest of 5% monthly and higher cannot be considered unconscionable because these rates are not

usurious by virtue of Central Bank (C.B.) Circular No. 905-82 [6] which had expressly removed the interest ceilings prescribed by the

Usury Law. Petitioners add that respondents were in pari delictosince they agreed on the stipulated interest rates of 7% and 5% per

month. They further aver they honestly believed that the interest rates they imposed on respondents' loans were not usurious.

Respondents, invoking Medel v. Court of Appeals, [7] counter that the stipulated interest rates of 7% and 5% per month are iniquitous,

unconscionable and exorbitant, thus, they are entitled to the return of the excessive interest paid. They also contend that petitioners

cannot raise the defense of in pari delicto for the first time on appeal. They further contend that the defense of good faith is a factual

issue which cannot be raised by petitioners in a petition for review under Rule 45 of the Rules of Civil Procedure.

The petition is patently devoid of merit.

The stipulated interest rates of 7% and 5% per month imposed on respondents' loans must be equitably reduced to 1% per month or

12% per annum. [8] We need not unsettle the principle we had affirmed in a plethora of cases that stipulated interest rates of 3% [9] per

month and higher [10] are excessive, iniquitous, unconscionable and exorbitant. Such stipulations are void for being contrary to morals,

if not against the law. [11] While C.B. Circular No. 905-82, which took effect on January 1, 1983, effectively removed the ceiling on

interest rates for both secured and unsecured loans, regardless of maturity, [12] nothing in the said circular could possibly be read as

granting carte blanche authority to lenders to raise interest rates to levels which would either enslave their borrowers or lead to a

hemorrhaging of their assets. [13]

Petitioners cannot also raise the defenses of in pari delicto and good faith. The defense of in pari delicto was not raised in the RTC,

hence, such an issue cannot be raised for the first time on appeal. Petitioners must have seasonably raised it in the proceedings before

the lower court, because questions raised on appeal are confined only within the issues framed by the parties. [14] The defense of good

faith must also fail because such an issue is a question of fact [15] which may not be properly raised in a petition for review under Rule

45 of the Rules of Civil Procedure which allows only questions of law.

[16]

As well set forth in Medel: [17]

We agree ... that the stipulated rate of interest at 5.5% per month on the P500,000.00 loan is excessive, iniquitous, unconscionable and

exorbitant. However, we can not consider the rate "usurious" because this Court has consistently held that Circular No. 905 o f the

Central Bank, adopted on December 22, 1982, has expressly removed the interest ceilings prescribed by the Usury Law and that the

Usury Law is now "legally inexistent."

In Security Bank and Trust Company vs. Regional Trial Court of Makati, Branch 61, the Court held that CB Circular No. 905 "did not

repeal nor in any way amend the Usury Law but simply suspended the latter's effectivity." Indeed, we have held that "a Central Bank

Circular can not repeal a law. Only a law can repeal another law." In the recent case of Florendo vs. Court of Appeals, the Court

reiterated the ruling that "by virtue of CB Circular 905, the Usury Law has been rendered ineffective." "Usury has been legally non-

existent in our jurisdiction. Interest can now be charged as lender and borrower may agree upon."



Nevertheless, we find the interest at 5.5% per month, or 66% per annum, stipulated upon by the parties in the promissory note

iniquitous or unconscionable, and, hence, contrary to morals ("contra bonos mores"), if not against the law. The stipulation is void.

WHEREFORE, the petition is DENIED for lack of merit. The assailed Decision and Resolution dated March 9, 2005 and November

24, 2005, respectively, of the Court of Appeals in CA-G.R. CV No. 82865 are hereby AFFIRMED. Costs against petitioners.

SO ORDERED.

Corona, Carpio Morales, Velasco, Jr., and Brion, JJ., concur.

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