oblicon articles 1231-1250
DESCRIPTION
Articles for Oblicon 1231-1250Just posting so I can get a better discoverability score for a damn pdf. Thank you for your understanding overlord scribd.TRANSCRIPT
ARTICLES 1231-1250
PAYMENT
SPOUSES DEO AGNER and MARICON AGNER, Petitioners, vs.BPI FAMILY SAVINGS BANK, INC., Respondent.
D E C I S I O N
PERALTA, J.:
This is a petition for review on certiorari assailing the April 30, 2007 Decision1 and May 19, 2008 Resolution2of the Court of Appeals in CAG.R. CV No. 86021, which affirmed the August 11, 2005 Decision3 of the Regional Trial Court, Branch 33, Manila City.
On February 15, 2001, petitioners spouses Deo Agner and Maricon Agner executed a Promissory Note with Chattel Mortgage in favor of Citimotors, Inc. The contract provides, among others, that: for receiving the amount of Php834, 768.00, petitioners shall pay Php 17,391.00 every 15th day of each succeeding month until fully paid; the loan is secured by a 2001 Mitsubishi Adventure Super Sport; and an interest of 6% per month shall be imposed for failure to pay each installment on or before the stated due date.4
On the same day, Citimotors, Inc. assigned all its rights, title and interests in the Promissory Note with Chattel Mortgage to ABN AMRO Savings Bank, Inc. (ABN AMRO), which, on May 31, 2002, likewise assigned the same to respondent BPI Family Savings Bank, Inc.5
For failure to pay four successive installments from May 15, 2002 to August 15, 2002, respondent, through counsel, sent to petitioners a demand letter dated August 29, 2002, declaring the entire obligation as due and demandable and requiring to pay Php576,664.04, or surrender the mortgaged vehicle immediately upon receiving the letter.6 As the demand was left unheeded, respondent filed on October 4, 2002 an action for Replevin and Damages before the Manila Regional Trial Court (RTC).
A writ of replevin was issued.7 Despite this, the subject vehicle was not seized.8 Trial on the merits ensued. On August 11, 2005, the Manila RTC Br. 33 ruled for the respondent and ordered petitioners to jointly and severally pay the amount of Php576,664.04 plus interest at the rate of 72% per annum from August 20, 2002 until fully paid, and the costs of suit.
Petitioners appealed the decision to the Court of Appeals (CA), but the CA affirmed the lower court’s decision and, subsequently, denied the motion for reconsideration; hence, this petition.
Before this Court, petitioners argue that: (1) respondent has no cause of action, because the Deed of Assignment executed in its favor did not specifically mention ABN AMRO’s account receivable from petitioners; (2) petitioners cannot be considered to have defaulted in payment for lack of competent proof that they received the demand letter; and (3) respondent’s remedy of resorting to both actions of replevin and collection of sum of money is contrary to the provision of Article 14849 of the Civil Code and the Elisco Tool Manufacturing Corporation v. Court of Appeals10ruling.
The contentions are untenable.
With respect to the first issue, it would be sufficient to state that the matter surrounding the Deed of Assignment had already been considered by the trial court and the CA. Likewise, it is an issue of fact that is not a proper subject of a petition for review under Rule 45. An issue is factual when the doubt or difference arises as to the truth or falsehood of alleged facts, or when the query invites calibration of the whole evidence, considering mainly the credibility of witnesses, existence and relevancy of specific surrounding circumstances, their relation to each other and to the whole, and the probabilities of the situation.11 Time and again, We stress that this Court is not a trier of facts and generally does not weigh anew evidence which lower courts have passed upon.
As to the second issue, records bear that both verbal and written demands were in fact made by respondent prior to the institution of the case against petitioners.12 Even assuming, for argument’s sake, that no demand letter was sent by respondent, there is really no need for it because petitioners legally waived the necessity of notice or demand in the Promissory Note with Chattel Mortgage, which they voluntarily and knowingly signed in favor of respondent’s predecessor-in-interest. Said contract expressly stipulates:
In case of my/our failure to pay when due and payable, any sum which I/We are obliged to pay under this note and/or any other obligation which I/We or any of us may now or in the future owe to the holder of this note or to any other party whether as principal or guarantor x x x then the entire sum outstanding under this note shall, without prior notice or demand, immediately become due and payable. (Emphasis and underscoring supplied)
A provision on waiver of notice or demand has been recognized as legal and valid in Bank of the Philippine Islands v. Court of Appeals,13 wherein We held:
The Civil Code in Article 1169 provides that one incurs in delay or is in default from the time the obligor demands the fulfillment of the obligation from the obligee. However, the law expressly provides that demand is not necessary under certain circumstances, and one of these circumstances is when the parties expressly waive demand. Hence, since the co-signors expressly waived demand in the promissory notes, demand was unnecessary for them to be in default.14
1
Further, the Court even ruled in Navarro v. Escobido15 that prior demand is not a condition precedent to an action for a writ of replevin, since there is nothing in Section 2, Rule 60 of the Rules of Court that requires the applicant to make a demand on the possessor of the property before an action for a writ of replevin could be filed.
Also, petitioners’ representation that they have not received a demand letter is completely inconsequential as the mere act of sending it would suffice. Again, We look into the Promissory Note with Chattel Mortgage, which provides:
All correspondence relative to this mortgage, including demand letters, summonses, subpoenas, or notifications of any judicial or extrajudicial action shall be sent to the MORTGAGOR at the address indicated on this promissory note with chattel mortgage or at the address that may hereafter be given in writing by the MORTGAGOR to the MORTGAGEE or his/its assignee. The mere act of sending any correspondence by mail or by personal delivery to the said address shall be valid and effective notice to the mortgagor for all legal purposes and the fact that any communication is not actually received by the MORTGAGOR or that it has been returned unclaimed to the MORTGAGEE or that no person was found at the address given, or that the address is fictitious or cannot be located shall not excuse or relieve the MORTGAGOR from the effects of such notice.16 (Emphasis and underscoring supplied)
The Court cannot yield to petitioners’ denial in receiving respondent’s demand letter. To note, their postal address evidently remained unchanged from the time they executed the Promissory Note with Chattel Mortgage up to time the case was filed against them. Thus, the presumption that "a letter duly directed and mailed was received in the regular course of the mail"17 stands in the absence of satisfactory proof to the contrary.
Petitioners cannot find succour from Ting v. Court of Appeals18 simply because it pertained to violation of Batas Pambansa Blg. 22 or the Bouncing Checks Law. As a higher quantum of proof – that is, proof beyond reasonable doubt – is required in view of the criminal nature of the case, We found insufficient the mere presentation of a copy of the demand letter allegedly sent through registered mail and its corresponding registry receipt as proof of receiving the notice of dishonor.
Perusing over the records, what is clear is that petitioners did not take advantage of all the opportunities to present their evidence in the proceedings before the courts below. They miserably failed to produce the original cash deposit slips proving payment of the monthly amortizations in question. Not even a photocopy of the alleged proof of payment was appended to their Answer or shown during the trial. Neither have they demonstrated any written requests to respondent to furnish them with official receipts or a statement of account. Worse, petitioners were not able to make a formal offer of evidence considering that they have not marked any
documentary evidence during the presentation of Deo Agner’s testimony.19
Jurisprudence abounds that, in civil cases, one who pleads payment has the burden of proving it; the burden rests on the defendant to prove payment, rather than on the plaintiff to prove non-payment.20 When the creditor is in possession of the document of credit, proof of non-payment is not needed for it is presumed.21 Respondent's possession of the Promissory Note with Chattel Mortgage strongly buttresses its claim that the obligation has not been extinguished. As held in Bank of the Philippine Islands v. Spouses Royeca:22
x x x The creditor's possession of the evidence of debt is proof that the debt has not been discharged by payment. A promissory note in the hands of the creditor is a proof of indebtedness rather than proof of payment. In an action for replevin by a mortgagee, it is prima facie evidence that the promissory note has not been paid. Likewise, an uncanceled mortgage in the possession of the mortgagee gives rise to the presumption that the mortgage debt is unpaid.23
Indeed, when the existence of a debt is fully established by the evidence contained in the record, the burden of proving that it has been extinguished by payment devolves upon the debtor who offers such defense to the claim of the creditor.24 The debtor has the burden of showing with legal certainty that the obligation has been discharged by payment.25
Lastly, there is no violation of Article 1484 of the Civil Code and the Court’s decision in Elisco Tool Manufacturing Corporation v. Court of Appeals.26
In Elisco, petitioner's complaint contained the following prayer:
WHEREFORE, plaintiffs pray that judgment be rendered as follows:
ON THE FIRST CAUSE OF ACTION
Ordering defendant Rolando Lantan to pay the plaintiff the sum of P39,054.86 plus legal interest from the date of demand until the whole obligation is fully paid;
ON THE SECOND CAUSE OF ACTION
To forthwith issue a Writ of Replevin ordering the seizure of the motor vehicle more particularly described in paragraph 3 of the Complaint, from defendant Rolando Lantan and/or defendants Rina Lantan, John Doe, Susan Doe and other person or persons in whose possession the said motor vehicle may be found, complete with accessories and equipment, and direct deliver thereof to plaintiff in accordance with law, and after due hearing to confirm said seizure and plaintiff's possession over the same;
PRAYER COMMON TO ALL CAUSES OF ACTION
2
1. Ordering the defendant Rolando Lantan to pay the plaintiff an amount equivalent to twenty-five percent (25%) of his outstanding obligation, for and as attorney's fees;
2. Ordering defendants to pay the cost or expenses of collection, repossession, bonding fees and other incidental expenses to be proved during the trial; and
3. Ordering defendants to pay the costs of suit.
Plaintiff also prays for such further reliefs as this Honorable Court may deem just and equitable under the premises.27
The Court therein ruled:
The remedies provided for in Art. 1484 are alternative, not cumulative. The exercise of one bars the exercise of the others. This limitation applies to contracts purporting to be leases of personal property with option to buy by virtue of Art. 1485. The condition that the lessor has deprived the lessee of possession or enjoyment of the thing for the purpose of applying Art. 1485 was fulfilled in this case by the filing by petitioner of the complaint for replevin to recover possession of movable property. By virtue of the writ of seizure issued by the trial court, the deputy sheriff seized the vehicle on August 6, 1986 and thereby deprived private respondents of its use. The car was not returned to private respondent until April 16, 1989, after two (2) years and eight (8) months, upon issuance by the Court of Appeals of a writ of execution.
Petitioner prayed that private respondents be made to pay the sum of P39,054.86, the amount that they were supposed to pay as of May 1986, plus interest at the legal rate. At the same time, it prayed for the issuance of a writ of replevin or the delivery to it of the motor vehicle "complete
with accessories and equipment." In the event the car could not be delivered to petitioner, it was prayed that private respondent Rolando Lantan be made to pay petitioner the amount of P60,000.00, the "estimated actual value" of the car, "plus accrued monthly rentals thereof with interests at the rate of fourteen percent (14%) per annum until fully paid." This prayer of course cannot be granted, even assuming that private respondents have defaulted in the payment of their obligation. This led the trial court to say that petitioner wanted to eat its cake and have it too.28
In contrast, respondent in this case prayed:
(a) Before trial, and upon filing and approval of the bond, to forthwith issue a Writ of Replevin ordering the seizure of the motor vehicle above-described, complete with all its accessories and equipments, together with the Registration Certificate thereof, and direct the delivery thereof to plaintiff in accordance with law and after due hearing, to confirm the said seizure;
(b) Or, in the event that manual delivery of the said motor vehicle cannot be effected to render judgment in favor of plaintiff and against defendant(s) ordering them to pay to plaintiff, jointly and severally, the sum ofP576,664.04 plus interest and/or late payment charges thereon at the rate of 72% per annum from August 20, 2002 until fully paid;
(c) In either case, to order defendant(s) to pay jointly and severally:
(1) the sum of P297,857.54 as attorney’s fees, liquidated damages, bonding fees and other expenses incurred in the seizure of the said motor vehicle; and
(2) the costs of suit.
Plaintiff further prays for such other relief as this Honorable Court may deem just and equitable in the premises.29
Compared with Elisco, the vehicle subject matter of this case was never recovered and delivered to respondent despite the issuance of a writ of replevin. As there was no seizure that transpired, it cannot be said that petitioners were deprived of the use and enjoyment of the mortgaged vehicle or that respondent pursued, commenced or concluded its actual foreclosure. The trial court, therefore, rightfully granted the alternative prayer for sum of money, which is equivalent to the remedy of "exacting fulfillment of the obligation." Certainly, there is no double recovery or unjust enrichment30 to speak of.1âwphi1
All the foregoing notwithstanding, We are of the opinion that the interest of 6% per month should be equitably reduced to one percent (1%) per month or twelve percent (12%) per annum, to be reckoned from May 16, 2002 until full payment and with the remaining outstanding balance of their car loan as of May 15, 2002 as the base amount.
Settled is the principle which this Court has affirmed in a number of cases that stipulated interest rates of three percent (3%) per month and higher are excessive, iniquitous, unconscionable, and exorbitant.31 While Central Bank 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, 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.32 Since the stipulation on the interest rate is void for being contrary to morals, if not against the law, it is as if there was no express contract on said interest rate; thus, the interest rate may be reduced as reason and equity demand.33
WHEREFORE, the petition is DENIED and the Court AFFIRMS WITH MODIFICATION the April 30, 2007 Decision and May 19, 2008 Resolution of the Court of Appeals in CA-
3
G.R. CV No. 86021. Petitioners spouses Deo Agner and Maricon Agner are ORDERED to pay, jointly and severally, respondent BPI Family Savings Bank, Inc. ( 1) the remaining outstanding balance of their auto loan obligation as of May 15, 2002 with interest at one percent ( 1 o/o) per month from May 16, 2002 until fully paid; and (2) costs of suit.
SO ORDERED.
EFFECT OF DEATH
STRONGHOLD INSURANCE COMPANY, INC., Petitioner, vs.REPUBLIC-ASAHI GLASS CORPORATION, Respondent.
D E C I S I O N
PANGANIBAN, CJ:
Asurety company’s liability under the performance bond it issues is solidary. The death of the principal obligor does not, as a rule, extinguish the obligation and the solidary nature of that liability.
The Case
Before us is a Petition for Review1 under Rule 45 of the Rules of Court, seeking to reverse the March 13, 2001 Decision2 of the Court of Appeals (CA) in CA-GR CV No. 41630. The assailed Decision disposed as follows:
"WHEREFORE, the Order dated January 28, 1993 issued by the lower court is REVERSED and SET ASIDE. Let the records of the instant case be REMANDED to the lower court for the reception of evidence of all parties."3
The Facts
The facts of the case are narrated by the CA in this wise:
"On May 24, 1989, [respondent] Republic-Asahi Glass Corporation (Republic-Asahi) entered into a contract with x x x Jose D. Santos, Jr., the proprietor of JDS Construction (JDS), for the construction of roadways and a drainage system in Republic-Asahi’s compound in Barrio Pinagbuhatan, Pasig City, where [respondent] was to pay x x x JDS five million three hundred thousand pesos (P5,300,000.00) inclusive of value added tax for said construction, which was supposed to be completed within a period of two hundred forty (240) days beginning May 8, 1989. In order ‘to guarantee the faithful and satisfactory performance of its undertakings’ x x x JDS, shall post a performance bond of seven hundred ninety five thousand pesos (P795,000.00). x x x JDS executed, jointly and severally with [petitioner] Stronghold Insurance Co., Inc. (SICI) Performance Bond No. SICI-25849/g(13)9769.
"On May 23, 1989, [respondent] paid to x x x JDS seven hundred ninety five thousand pesos (P795,000.00) by way of downpayment.
"Two progress billings dated August 14, 1989 and September 15, 1989, for the total amount of two hundred seventy four thousand six hundred twenty one pesos and one centavo (P274,621.01) were submitted by x x x JDS to [respondent], which the latter paid. According to [respondent], these two progress billings accounted for only 7.301% of the work supposed to be undertaken by x x x JDS under the terms of the contract.
"Several times prior to November of 1989, [respondent’s] engineers called the attention of x x x JDS to the alleged alarmingly slow pace of the construction, which resulted in the fear that the construction will not be finished within the stipulated 240-day period. However, said reminders went unheeded by x x x JDS.
"On November 24, 1989, dissatisfied with the progress of the work undertaken by x x x JDS, [respondent] Republic-Asahi extrajudicially rescinded the contract pursuant to Article XIII of said contract, and wrote a letter to x x x JDS informing the latter of such rescission. Such rescission, according to Article XV of the contract shall not be construed as a waiver of [respondent’s] right to recover damages from x x x JDS and the latter’s sureties.
"[Respondent] alleged that, as a result of x x x JDS’s failure to comply with the provisions of the contract, which resulted in the said contract’s rescission, it had to hire another contractor to finish the project, for which it incurred an additional expense of three million two hundred fifty six thousand, eight hundred seventy four pesos (P3,256,874.00).
"On January 6, 1990, [respondent] sent a letter to [petitioner] SICI filing its claim under the bond for not less thanP795,000.00. On March 22, 1991, [respondent] again sent another letter reiterating its demand for payment under the aforementioned bond. Both letters allegedly went unheeded.
"[Respondent] then filed [a] complaint against x x x JDS and SICI. It sought from x x x JDS payment ofP3,256,874.00 representing the additional expenses incurred by [respondent] for the completion of the project using another contractor, and from x x x JDS and SICI, jointly and severally, payment of P750,000.00 as damages in accordance with the performance bond; exemplary damages in the amount of P100,000.00 and attorney’s fees in the amount of at least P100,000.00.
"According to the Sheriff’s Return dated June 14, 1991, submitted to the lower court by Deputy Sheriff Rene R. Salvador, summons were duly served on defendant-appellee SICI. However, x x x Jose D. Santos, Jr. died the previous year (1990), and x x x JDS Construction was no longer at its address at 2nd Floor, Room 208-A, San Buena Bldg. Cor.
4
Pioneer St., Pasig, Metro Manila, and its whereabouts were unknown.
"On July 10, 1991, [petitioner] SICI filed its answer, alleging that the [respondent’s] money claims against [petitioner and JDS] have been extinguished by the death of Jose D. Santos, Jr. Even if this were not the case, [petitioner] SICI had been released from its liability under the performance bond because there was no liquidation, with the active participation and/or involvement, pursuant to procedural due process, of herein surety and contractor Jose D. Santos, Jr., hence, there was no ascertainment of the corresponding liabilities of Santos and SICI under the performance bond. At this point in time, said liquidation was impossible because of the death of Santos, who as such can no longer participate in any liquidation. The unilateral liquidation on the party (sic) of [respondent] of the work accomplishments did not bind SICI for being violative of procedural due process. The claim of [respondent] for the forfeiture of the performance bond in the amount of P795,000.00 had no factual and legal basis, as payment of said bond was conditioned on the payment of damages which [respondent] may sustain in the event x x x JDS failed to complete the contracted works. [Respondent] can no longer prove its claim for damages in view of the death of Santos. SICI was not informed by [respondent] of the death of Santos. SICI was not informed by [respondent] of the unilateral rescission of its contract with JDS, thus SICI was deprived of its right to protect its interests as surety under the performance bond, and therefore it was released from all liability. SICI was likewise denied due process when it was not notified of plaintiff-appellant’s process of determining and fixing the amount to be spent in the completion of the unfinished project. The procedure contained in Article XV of the contract is against public policy in that it denies SICI the right to procedural due process. Finally, SICI alleged that [respondent] deviated from the terms and conditions of the contract without the written consent of SICI, thus the latter was released from all liability. SICI also prayed for the award of P59,750.00 as attorney’s fees, and P5,000.00 as litigation expenses.
"On August 16, 1991, the lower court issued an order dismissing the complaint of [respondent] against x x x JDS and SICI, on the ground that the claim against JDS did not survive the death of its sole proprietor, Jose D. Santos, Jr. The dispositive portion of the [O]rder reads as follows:
‘ACCORDINGLY, the complaint against the defendants Jose D. Santos, Jr., doing business under trade and style, ‘JDS Construction’ and Stronghold Insurance Company, Inc. is ordered DISMISSED.
‘SO ORDERED.’
"On September 4, 1991, [respondent] filed a Motion for Reconsideration seeking reconsideration of the lower court’s August 16, 1991 order dismissing its complaint. [Petitioner] SICI field its ‘Comment and/or Opposition to the Motion for
Reconsideration.’ On October 15, 1991, the lower court issued an Order, the dispositive portion of which reads as follows:
‘WHEREFORE, premises considered, the Motion for Reconsideration is hereby given due course. The Order dated 16 August 1991 for the dismissal of the case against Stronghold Insurance Company, Inc., is reconsidered and hereby reinstated (sic). However, the case against defendant Jose D. Santos, Jr. (deceased) remains undisturbed.
‘Motion for Preliminary hearing and Manifestation with Motion filed by [Stronghold] Insurance Company Inc., are set for hearing on November 7, 1991 at 2:00 o’clock in the afternoon.
‘SO ORDERED.’
"On June 4, 1992, [petitioner] SICI filed its ‘Memorandum for Bondsman/Defendant SICI (Re: Effect of Death of defendant Jose D. Santos, Jr.)’ reiterating its prayer for the dismissal of [respondent’s] complaint.
"On January 28, 1993, the lower court issued the assailed Order reconsidering its Order dated October 15, 1991, and ordered the case, insofar as SICI is concerned, dismissed. [Respondent] filed its motion for reconsideration which was opposed by [petitioner] SICI. On April 16, 1993, the lower court denied [respondent’s] motion for reconsideration. x x x."4
Ruling of the Court of Appeals
The CA ruled that SICI’s obligation under the surety agreement was not extinguished by the death of Jose D. Santos, Jr. Consequently, Republic-Asahi could still go after SICI for the bond.
The appellate court also found that the lower court had erred in pronouncing that the performance of the Contract in question had become impossible by respondent’s act of rescission. The Contract was rescinded because of the dissatisfaction of respondent with the slow pace of work and pursuant to Article XIII of its Contract with JDS.
The CA ruled that "[p]erformance of the [C]ontract was impossible, not because of [respondent’s] fault, but because of the fault of JDS Construction and Jose D. Santos, Jr. for failure on their part to make satisfactory progress on the project, which amounted to non-performance of the same. x x x [P]ursuant to the [S]urety [C]ontract, SICI is liable for the non-performance of said [C]ontract on the part of JDS Construction."5
Hence, this Petition.6
Issue
Petitioner states the issue for the Court’s consideration in the following manner:
5
"Death is a defense of Santos’ heirs which Stronghold could also adopt as its defense against obligee’s claim."7
More precisely, the issue is whether petitioner’s liability under the performance bond was automatically extinguished by the death of Santos, the principal.
The Court’s Ruling
The Petition has no merit.
Sole Issue:
Effect of Death on the Surety’s Liability
Petitioner contends that the death of Santos, the bond principal, extinguished his liability under the surety bond. Consequently, it says, it is automatically released from any liability under the bond.
As a general rule, the death of either the creditor or the debtor does not extinguish the obligation.8 Obligations are transmissible to the heirs, except when the transmission is prevented by the law, the stipulations of the parties, or the nature of the obligation.9 Only obligations that are personal10 or are identified with the persons themselves are extinguished by death.11
Section 5 of Rule 8612 of the Rules of Court expressly allows the prosecution of money claims arising from a contract against the estate of a deceased debtor. Evidently, those claims are not actually extinguished.13 What is extinguished is only the obligee’s action or suit filed before the court, which is not then acting as a probate court.14
In the present case, whatever monetary liabilities or obligations Santos had under his contracts with respondent were not intransmissible by their nature, by stipulation, or by provision of law. Hence, his death did not result in the extinguishment of those obligations or liabilities, which merely passed on to his estate.15 Death is not a defense that he or his estate can set up to wipe out the obligations under the performance bond. Consequently, petitioner as surety cannot use his death to escape its monetary obligation under its performance bond.
The liability of petitioner is contractual in nature, because it executed a performance bond worded as follows:
"KNOW ALL MEN BY THESE PRESENTS:
"That we, JDS CONSTRUCTION of 208-A San Buena Building, contractor, of Shaw Blvd., Pasig, MM Philippines, as principal and the STRONGHOLD INSURANCE COMPANY, INC. a corporation duly organized and existing under and by virtue of the laws of the Philippines with head office at Makati, as Surety, are held and firmly bound unto the REPUBLIC ASAHI GLASS CORPORATION and to any individual, firm,
partnership, corporation or association supplying the principal with labor or materials in the penal sum of SEVEN HUNDRED NINETY FIVE THOUSAND (P795,000.00), Philippine Currency, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
"The CONDITIONS OF THIS OBLIGATION are as follows;
"WHEREAS the above bounden principal on the ___ day of __________, 19__ entered into a contract with the REPUBLIC ASAHI GLASS CORPORATION represented by _________________, to fully and faithfully. Comply with the site preparation works road and drainage system of Philippine Float Plant at Pinagbuhatan, Pasig, Metro Manila.
"WHEREAS, the liability of the Surety Company under this bond shall in no case exceed the sum of PESOS SEVEN HUNDRED NINETY FIVE THOUSAND (P795,000.00) Philippine Currency, inclusive of interest, attorney’s fee, and other damages, and shall not be liable for any advances of the obligee to the principal.
"WHEREAS, said contract requires the said principal to give a good and sufficient bond in the above-stated sum to secure the full and faithfull performance on its part of said contract, and the satisfaction of obligations for materials used and labor employed upon the work;
"NOW THEREFORE, if the principal shall perform well and truly and fulfill all the undertakings, covenants, terms, conditions, and agreements of said contract during the original term of said contract and any extension thereof that may be granted by the obligee, with notice to the surety and during the life of any guaranty required under the contract, and shall also perform well and truly and fulfill all the undertakings, covenants, terms, conditions, and agreements of any and all duly authorized modifications of said contract that may hereinafter be made, without notice to the surety except when such modifications increase the contract price; and such principal contractor or his or its sub-contractors shall promptly make payment to any individual, firm, partnership, corporation or association supplying the principal of its sub-contractors with labor and materials in the prosecution of the work provided for in the said contract, then, this obligation shall be null and void; otherwise it shall remain in full force and effect. Any extension of the period of time which may be granted by the obligee to the contractor shall be considered as given, and any modifications of said contract shall be considered as authorized, with the express consent of the Surety.
"The right of any individual, firm, partnership, corporation or association supplying the contractor with labor or materials for the prosecution of the work hereinbefore stated, to institute action on the penal bond, pursuant to the provision of Act No. 3688, is hereby acknowledge and confirmed."16
6
As a surety, petitioner is solidarily liable with Santos in accordance with the Civil Code, which provides as follows:
"Art. 2047. By guaranty a person, called the guarantor, binds himself to the creditor to fulfill the obligation of the principal debtor in case the latter should fail to do so.
"If a person binds himself solidarily with the principal debtor, the provisions of Section 4,17 Chapter 3, Title I of this Book shall be observed. In such case the contract is called a suretyship."
x x x x x x x x x
"Art. 1216. The creditor may proceed against any one of the solidary debtors or some or all of them simultaneously. The demand made against one of them shall not be an obstacle to those which may subsequently be directed against the others, so long as the debt has not been fully collected."
Elucidating on these provisions, the Court in Garcia v. Court of Appeals18 stated thus:
"x x x. The surety’s obligation is not an original and direct one for the performance of his own act, but merely accessory or collateral to the obligation contracted by the principal. Nevertheless, although the contract of a surety is in essence secondary only to a valid principal obligation, his liability to the creditor or promisee of the principal is said to be direct, primary and absolute; in other words, he is directly and equally bound with the principal. x x x."19
Under the law and jurisprudence, respondent may sue, separately or together, the principal debtor and the petitioner herein, in view of the solidary nature of their liability. The death of the principal debtor will not work to convert, decrease or nullify the substantive right of the solidary creditor. Evidently, despite the death of the principal debtor, respondent may still sue petitioner alone, in accordance with the solidary nature of the latter’s liability under the performance bond.
WHEREFORE, the Petition is DENIED and the Decision of the Court of Appeals AFFIRMED. Costs against petitioner.
SO ORDERED.
1240 TO WHOM PAYMENT SHOULD BE MADE
PNB VS TAN
ROMERO, J.:
Petitioner Philippine National Bank (PNB) questions the decision1 of the Court of Appeals partially affirming the judgment of the Regional Trial Court, Branch 44, Bacolod City. The dispositive portion of the trial court’s decision states:
“WHEREFORE, premises considered, the Court hereby renders judgment in favor of the plaintiff and against the defendants as follows:
1) Ordering defendants to pay plaintiff jointly and severally the sum of P32,480.00, with legal rate of interest to be computed from May 2, 1979, date of filing of this complaint until fully paid;
2) Ordering defendants to pay plaintiff jointly and severally the sum of P5,000.00 as exemplary damages;
3) Ordering defendants to pay plaintiff jointly and severally the sum of P5,000.00 as attorney’s fees;
4) To pay the costs of this suit.
SO ORDERED.”2
The facts are the following:
Private respondent Loreto Tan (Tan) is the owner of a parcel of land abutting the national highway in Mandalagan, Bacolod City. Expropriation proceedings were instituted by the government against private respondent Tan and other property owners before the then Court of First Instance of Negros Occidental, Branch IV, docketed as Civil Case No. 12924.
Tan filed a motion dated May 10, 1978 requesting issuance of an order for the release to him of the expropriation price of P3 2,480.00.
On May 22, 1978, petitioner PNB (Bacolod Branch) was required by the trial court to release to Tan the amount of P32,480.00 deposited with it by the government.
On May 24, 1978, petitioner, through its Assistant Branch Manager Juan Tagamolila, issued a manager’s check for P3 2,480.00 and delivered the same to one Sonia Gonzaga without Tan’s knowledge, consent or authority. Sonia Gonzaga deposited it in her account with Far East Bank and Trust Co. (FEBTC) and later on withdrew the said amount.
Private respondent Tan subsequently demanded payment in the amount of P32,480.00 from petitioner, but the same was refused on the ground that petitioner had already paid and delivered the amount to Sonia Gonzaga on the strength of a Special Power of Attorney (SPA) allegedly executed in her favor by Tan.
On June 8, 1978, Tan executed an affidavit before petitioner’s lawyer, Alejandro S. Somo, stating that:
1) he had never executed any Special Power of Attorney in favor of Sonia S. Gonzaga;
2) he had never authorized Sonia Gonzaga to receive the sum of P32,480.00 from petitioner;
7
3) he signed a motion for the court to issue an Order to release the said sum of money to him and gave the same to Mr. Nilo Gonzaga (husband of Sonia) to be filed in court. However, after the Order was subsequently issued by the court, a certain Engineer Decena of the Highway Engineer’s Office issued the authority to release the funds not to him but to Mr. Gonzaga.
When he failed to recover the amount from PNB, private respondent filed a motion with the court to require PNB to pay the same to him.
Petitioner filed an opposition contending that Sonia Gonzaga presented to it a copy of the May 22, 1978 order and a special power of attorney by virtue of which petitioner delivered the check to her.
The matter was set for hearing on July 21, 1978 and petitioner was directed by the court to produce the said special power of attorney thereat. However, petitioner failed to do so.
The court decided that there was need for the matter to be ventilated in a separate civil action and thus private respondent
filed a complaint with the Regional Trial Court in Bacolod City (Branch 44) against petitioner and Juan Tagamolila, PNB’s Assistant Branch Manager, to recover the said amount.
In its defense, petitioner contended that private respondent had duly authorized Sonia Gonzaga to act as his agent.
On September 28, 1979, petitioner filed a third-party complaint against the spouses Nilo and Sonia Gonzaga praying that they be ordered to pay private respondent the amount of P32,480.00. However, for failure of petitioner to have the summons served on the Gonzagas despite opportunities given to it, the third-party complaint was dismissed.
Tagamolila, in his answer, stated that Sonia Gonzaga presented a Special Power of Attorney to him but borrowed it later with the promise to return it, claiming that she needed it to encash the check.
On June 7, 1989, the trial court rendered judgment ordering petitioner and Tagamolila to pay private respondent jointly and severally the amount of P32,480.00 with legal interest, damages and attorney’s fees.
Both petitioner and Tagamolila appealed the case to the Court of Appeals.
In a resolution dated April 8, 1991, the appellate court dismissed Tagamolila’s appeal for failure to pay the docket fee within the reglementary period.
On August 31, 1992, the Court of Appeals affirmed the decision of the trial court against petitioner, with the modification that the award of P5,000.00 for exemplary damages and P5,000.00 for attorney’s fees by the trial court was deleted.
Hence, this petition.
Petitioner PNB states that the issue in this case is whether or not the SPA ever existed. It argues that the existence of the SPA need not be proved by it under the “best evidence rule” because it already proved the existence of the SPA from the testimonies of its witnesses and by the certification issued by the Far East Bank and Trust Company that it allowed Sonia Gonzaga to encash Tan’s check on the basis of the SPA.
We find the petition unmeritorious.
There is no question that no payment had ever been made to private respondent as the check was never delivered to him. When the court ordered petitioner to pay private respondent the amount of P3 2,480.00, it had the obligation to deliver the same to him. Under Art. 1233 of the Civil Code, a debt shall not be understood to have been paid unless the thing or service in which the obligation consists has been completely delivered or rendered, as the case may be.
The burden of proof of such payment lies with the debtor.3 In the instant case, neither the SPA nor the check issued by petitioner was ever presented in court.
The testimonies of petitioner’s own witnesses regarding the check were conflicting. Tagamolila testified that the check was issued to the order of “Sonia Gonzaga as attorney-in-fact of Loreto Tan,”4 while Elvira Tibon, assistant cashier of PNB (Bacolod Branch), stated that the check was issued to the order of “Loreto Tan.”5
Furthermore, contrary to petitioner’s contention that all that is needed to be proved is the existence of the SPA, it is also necessary for evidence to be presented regarding the nature and extent of the alleged powers and authority granted to Sonia Gonzaga; more specifically, to determine whether the document indeed authorized her to receive payment intended for private respondent. However, no such evidence was ever presented.
Section 2, Rule 130 of the Rules of Court states that:
“SEC. 2. Original writing must be produced; exceptions.
- There can be no evidence of a writing the contents of which is the subject of inquiry, other than the original writing itself, except in the following cases:
(a) When the original has been lost, destroyed, or cannot be produced in court;
(b) When the original is in the possession of the party against whom the evidence is offered, and the latter fails to produce it after reasonable notice;
(c) When the original is a record or other document in the custody of a public officer;
8
(d) When the original has been recorded in an existing record a certified copy of which is made evidence by law;
(e) When the original consists of numerous accounts or other documents which cannot be examined in court without great loss of time and the fact sought to be established from them is only the general result of the whole.”
Section 4, Rule 130 of the Rules of Court allows the presentation of secondary evidence when the original is lost or destroyed, thus:
“SEC. 4. Secondary evidence when original is lost or destroyed. - When the original writing has been lost or destroyed, or cannot be produced in court, upon proof of its execution and loss or destruction, or unavailability, its contents may be proved by a copy, or by a recital of its contents in some authentic document, or by the recollection of witnesses.”
Considering that the contents of the SPA are also in issue here, the best evidence rule applies. Hence, only the original document (which has not been presented at all) is the best evidence of the fact as to whether or not private respondent indeed authorized Sonia Gonzaga to receive the check from petitioner. In the absence of such document, petitioner’s arguments regarding due payment must fail.
Regarding the award of attorney’s fees, we hold that private respondent Tan is entitled to the same. Art. 2208 of the Civil Code allows attorney’s fees to be awarded if the claimant is compelled to litigate with third persons or to incur expenses to protect his interest by reason of an unjustified act or omission of the party from whom it is sought.6
In Rasonable v. NLRC, et al.,7 we held that when a party is forced to litigate to protect his rights, he is entitled to an award of attorney’s fees.
As for the award of exemplary damages, we agree with the appellate court that the same should be deleted.
Under Art. 2232 of the Civil Code, exemplary damages may be awarded if a party acted in a wanton, fraudulent, reckless, oppressive, or malevolent manner. However, they cannot be recovered as a matter of right; the court has yet to decide whether or not they should be adjudicated.8
Jurisprudence has set down the requirements for exemplary damages to be awarded:
1. they may be imposed by way of example in addition to compensatory damages, and only after the claimant’s right to them has been established;
2. they cannot be recovered as a matter of right, their determination depending upon the amount of compensatory damages that may be awarded to the claimant;
3. the act must be accompanied by bad faith or done in a wanton, fraudulent, oppressive or malevolent manner.9
In the case at bench, while there is a clear breach of petitioner’s obligation to pay private respondents, there is no evidence that it acted in a fraudulent, wanton, reckless or oppressive manner. Furthermore, there is no award to compensatory damages which is a prerequisite before exemplary damages may be awarded. Therefore, the award by the trial court of P5,000.00 as exemplary damages is baseless.
WHEREFORE, the decision of the Court of Appeals is AFFIRMED with the modification that the award by the Regional Trial Court of P5,000.00 as attorney’s fees is REINSTATED.
SO ORDERED.FRANCISCO CULABA and DEMETRIA CULABA, doing business under the name and style “Culaba Store,” petitioners, vs. COURT OF APPEALS and SAN MIGUEL CORPORATION, respondents.D E C I S I O NCALLEJO, SR., J.:
This is a petition for review under Rule 45 of the Revised Rules of Civil Procedure of the Decision[1] of the Court of Appeals in CA-G.R. CV No. 19836 affirming in toto the Decision[2] of the Regional Trial Court of Makati, Branch 138, in Civil Case No. 1033 for collection of sum of money, and the Resolution[3] denying the motion for reconsideration of the said decision.
The Undisputed Facts
The spouses Francisco and Demetria Culaba were the owners and proprietors of the Culaba Store and were engaged in the sale and distribution of San Miguel Corporation’s (SMC) beer products. SMC sold beer products on credit to the Culaba spouses in the amount of P28,650.00, as evidenced by Temporary Credit Invoice No. 42943.[4] Thereafter, the Culaba spouses made a partial payment of P3,740.00, leaving an unpaid balance of P24,910.00. As they failed to pay despite repeated demands, SMC filed an action for collection of a sum of money against them before the RTC of Makati, Branch 138.
The defendant-spouses denied any liability, claiming that they had already paid the plaintiff in full on four separate occasions. To substantiate this claim, the defendants presented four (4) Temporary Charge Sales (TCS) Liquidation Receipts, as follows:
April 19, 1983 Receipt No. 27331 for P8,000[5]April 22, 1983 Receipt No. 27318 for P9,000[6]April 27, 1983 Receipt No. 27339 for P4,500[7]April 30, 1983 Receipt No. 27346 for P3,410[8]
Defendant Francisco Culaba testified that he made the foregoing payments to an SMC supervisor who came in an SMC van. He was then showed a list of customers’ accountabilities which included his account. The defendant, in
9
good faith, then paid to the said supervisor, and he was, in turn, issued genuine SMC liquidation receipts.
For its part, SMC submitted a publisher’s affidavit[9] to prove that the entire booklet of TCSL Receipts bearing Nos. 27301-27350 were reported lost by it, and that it caused the publication of the notice of loss in the July 9, 1983 issue of the Daily Express, as follows:
NOTICE OF LOSS
OUR CUSTOMERS ARE HEREBY INFORMED THAT TEMPORARY CHARGE SALES LIQUIDATION RECEIPTS WITH SERIAL NOS. 27301-27350 HAVE BEEN LOST.ANY TRANSACTION, THEREFORE, ENTERED INTO WITH THE USE OF THE ABOVE RECEIPTS WILL NOT BE HONORED.
SAN MIGUEL CORPORATIONBEER DIVISIONMakati Beer Region[10]
The Trial Court’s Ruling
After trial on the merits, the trial court rendered judgment in favor of SMC, and held the Culaba spouses liable on the balance of its obligation, thus:
Wherefore, judgment is hereby rendered in favor of the plaintiff, as follows:
1. Ordering defendants to pay the amount of P24,910.00 plus legal interest of 6% per annum from April 12, 1983 until the whole amount is fully paid;
2. Ordering defendants to pay 20% of the amount due to plaintiff as and for attorney’s fees plus costs.
SO ORDERED.[11]
According to the trial court, it was unusual that defendant Francisco Culaba forgot the name of the collector to whom he made the payments and that he did not require the said collector to print his name on the receipts. The court also noted that although they were part of a single booklet, the TCS Liquidation Receipts submitted by the defendants did not appear to have been issued in their natural sequence. Furthermore, they were part of the lost booklet receipts, which the public was duly warned of through the Notice of Loss the plaintiff caused to be published in a daily newspaper. This confirmed the plaintiff’s claim that the receipts presented by the defendants were spurious ones.
The Case on Appeal
On appeal, the appellants interposed the following assignment of errors:
I
THE TRIAL COURT ERRED IN FINDING THAT THE RECEIPTS PRESENTED BY DEFENDANTS EVIDENCING HIS PAYMENTS TO PLAINTIFF SAN MIGUEL CORPORATION, ARE SPURIOUS.
II
THE TRIAL COURT ERRED IN CONCLUDING THAT PLAINTIFF-APPELLEE HAS SUFFICIENTLY PROVED ITS CAUSE OF ACTION AGAINST THE DEFENDANTS.
III
THE TRIAL COURT ERRED IN ORDERING DEFENDANTS TO PAY 20% OF THE AMOUNT DUE TO PLAINTIFF AS ATTORNEY’S FEES.[12]
The appellants asserted that while the trial court’s observations were true, it was the usual business practice in previous transactions between them and SMC. The SMC previously honored receipts not bearing the salesman’s name. According to appellant Francisco Culaba, he even lost some of the receipts, but did not encounter any problems.
According to appellant Francisco, he could not be faulted for paying the SMC collector who came in a van and was in uniform, and that any regular customer would, without any apprehension, transact with such an SMC employee. Furthermore, the respective receipts issued to him at the time he paid on the four occasions mentioned had not yet then been declared lost. Thus, the subsequent publication in a daily newspaper declaring the booklets lost did not affect the validity and legality of the payments made. Accordingly, by its actuations, the SMC was estopped from questioning the legality of the payments and had no cause of action against the appellants.
Anent the issue of attorney’s fees, the order of the trial court for payment thereof is without basis. According to the appellant, the provision for attorney’s fees is a contingent fee, already provided for in the SMC’s contract with the law firm. To further order them to pay 20% of the amount due as attorney’s fees is double payment, tantamount to undue enrichment and therefore improper.[13]
The appellee, for its part, contended that the primary issue in the case at bar revolved around the basic and fundamental principles of agency.[14] It was incumbent upon the defendants-appellants to exercise ordinary prudence and reasonable diligence to verify and identify the extent of the alleged agent’s authority. It was their burden to establish the true identity of the assumed agent, and this could not be established by mere representation, rumor or general reputation. As they utterly failed in this regard, the appellants must suffer the consequences.
The Court of Appeals affirmed the decision of the trial court, thus:
10
In the face of the somewhat tenuous evidence presented by the appellants, we cannot fault the lower court for giving more weight to appellee’s testimonial and documentary evidence, all of which establish with some degree of preponderance the existence of the account sued upon.
ALL CONSIDERED, we cannot find any justification to reject the factual findings of the lower court to which we must accord respect, for which reason, the judgment appealed from is hereby AFFIRMED in all respects.
SO ORDERED.[15]
Hence, the instant petition.
The petitioners pose the following issues for the Court’s resolution:
I. WHETHER OR NOT THE RESPONDENT HAD PROVEN BY PREPONDERANT EVIDENCE THAT IT HAD PROPERLY AND TIMELY NOTIFIED PETITIONER OF LOST BOOKLET OF RECEIPTS
II. WHETHER OR NOT RESPONDENT HAD PROVEN BY PREPONDERANT EVIDENCE THAT PETITIONER WAS REMISS IN THE PAYMENT OF HIS ACCOUNTS TO ITS AGENT.[16]
According to the petitioners, receiving receipts from the private respondent’s agents instead of its salesmen was a usual occurrence, as they had been operating the store since 1979. Thus, on four occasions in April 1983, when an agent of the respondent came to the store wearing an SMC uniform and driving an SMC van, petitioner Francisco Culaba, without question, paid his accounts. He received the receipts without fear, as they were similar to what he used to receive before. Furthermore, the petitioners assert that, common experience will attest that unless the attention of the customers is called for, they would not take note of the serial number of the receipts.
The petitioners contend that the private respondent advertised its warning to the public only after the damage was done, or on July 9, 1993. Its belated notice showed its glaring lack of interest or concern for its customers’ welfare, and, in sum, its negligence.
Anent the second issue, petitioner Francisco Culaba avers that the agent to whom the accounts were paid had all the physical and material attributes or indications of a representative of the private respondent, leaving no doubt that he was duly authorized by the latter. Petitioner Francisco Culaba’s testimony that “he does not necessarily check the contents of the receipts issued to him except for the amount indicated if [the] same accurately reflects his actual payment” is a common attitude of customers. He could, thus, not be faulted for paying the private respondent’s agent on four occasions. Petitioner Francisco Culaba asserts that he made the payment in good
faith, to an agent who issued SMC receipts which appeared to be genuine. Thus, according to the petitioners, they had duly paid their obligation in accordance with Articles 1240 and 1242 of the New Civil Code.
The private respondent, for its part, avers that the burden of proving payment is with the debtor, in consonance with the express provision of Article 1233 of the New Civil Code. The petitioners miserably failed to prove the self-serving allegation that they already paid their liability to the private respondent. Furthermore, under normal circumstances, an obligor would not just pay a substantial amount to someone whom he saw for the first time, without even asking for the latter’s name.
The Ruling of the Court
The petition is dismissed.
The petitioners question the findings of the Court of Appeals as to whether the payment of the petitioners’ obligation to the private respondent was properly made, thus, extinguishing the same. This is clearly a factual issue, and beyond the purview of the Court to delve into. This is in consonance with the well-settled rule that findings of fact of the trial court, especially when affirmed by the Court of Appeals, are accorded the highest degree of respect, and generally will not be disturbed on appeal. Such findings are binding and conclusive on the Court.[17] Furthermore, it is not the Court’s function under Rule 45 of the Rules of Court, as amended, to review, examine and evaluate or weigh the probative value of the evidence presented.[18]
To reiterate, the issue being raised by the petitioners does not involve a question of law, but a question of fact, not cognizable by this Court in a petition for review under Rule 45. The jurisdiction of the Court in such a case is limited to reviewing only errors of law, unless the factual findings being assailed are not supported by evidence on record or the impugned judgment is based on a misapprehension of facts.[19]
A careful study of the records of the case reveal that the appellate court affirmed the trial court’s factual findings as follows:
First. Receipts Nos. 27331, 27318, 27339 and 27346 were included in the private respondent’s lost booklet, which loss was duly advertised in a newspaper of general circulation; thus, the private respondent could not have officially issued them to the petitioners to cover the alleged payments on the dates appearing thereon.
Second. There was something amiss in the way the receipts were issued to the petitioners, as one receipt bearing a higher serial number was issued ahead of another receipt bearing a lower serial number, supposedly covering a later payment. The petitioners failed to explain the apparent mix-up in these receipts, and no attempt was made in this regard.
11
Third. The fact that the salesman’s name was invariably left blank in the four receipts and that the petitioners could not even remember the name of the supposed impostor who received the said payments strongly argue against the veracity of the petitioners’ claim.
We find no cogent reason to reverse the said findings.
The dismissal of the petition is inevitable even upon close perusal of the merits of the case.
Payment is a mode of extinguishing an obligation.[20] Article 1240 of the Civil Code provides 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.[21] In this case, the payments were purportedly made to a “supervisor” of the private respondent, who was clad in an SMC uniform and drove an SMC van. He appeared to be authorized to accept payments as he showed a list of customers’ accountabilities and even issued SMC liquidation receipts which looked genuine. Unfortunately for petitioner Francisco Culaba, he did not ascertain the identity and authority of the said supervisor, nor did he ask to be shown any identification to prove that the latter was, indeed, an SMC supervisor. The petitioners relied solely on the man’s representation that he was collecting payments for SMC. Thus, the payments the petitioners claimed they made were not the payments that discharged their obligation to the private respondent.
The basis of agency is representation.[22] A person dealing with an agent is put upon inquiry and must discover upon his peril the authority of the agent.[23] In the instant case, the petitioners’ loss could have been avoided if they had simply exercised due diligence in ascertaining the identity of the person to whom they allegedly made the payments. The fact that they were parting with valuable consideration should have made them more circumspect in handling their business transactions. Persons dealing with an assumed agent are bound at their peril to ascertain not only the fact of agency but also the nature and extent of authority, and in case either is controverted, the burden of proof is upon them to establish it.[24] The petitioners in this case failed to discharge this burden, considering that the private respondent vehemently denied that the payments were accepted by it and were made to its authorized representative.
Negligence is the omission to do something which a reasonable man, guided by those considerations which ordinarily regulate the conduct of human affairs, would do, or the doing of something, which a prudent and reasonable man would not do.[25] In the case at bar, the most prudent thing the petitioners should have done was to ascertain the identity and authority of the person who collected their payments. Failing this, the petitioners cannot claim that they acted in good faith when they made such payments. Their claim therefor is negated by their negligence, and they are bound by its consequences. Being negligent in this regard, the petitioners cannot seek relief on the basis of a supposed agency.[26]
WHEREFORE, the instant petition is hereby DENIED. The assailed Decision dated April 16, 1996, and the Resolution dated July 19, 1996 of the Court of Appeals are AFFIRMED. Costs against the petitioners.
SO ORDERED.
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, 19981 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, 19932 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 Paredes 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
12
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. 31756813 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 and receiving 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.23On 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, 198426 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 complaint27 against Metrobank and Santos. In turn, Metrobank filed a fourth party complaint28 against FCC. FCC for its part filed a fifth party complaint29 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.33The 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 party complaint.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.
13
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.
14
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 not suspended 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 its 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;
15
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.1avvphi1
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 two banks, 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 as indorser 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.
16
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 Regulations55 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."1avvphi1
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.lavvphil 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 in the 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 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
17
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.
DELA CRUZ VS CONCEPCION
PERALTA, J.:
Assailed in this petition for review on certiorari under Rule 45 of the Rules of Court filed by petitioners spouses Miniano B. Dela Cruz and Leta L. Dela Cruz against respondent Ana Marie Concepcion are the Court of Appeals (CA) Decision 1 dated March 31, 2005 and Resolution2 dated May 24, 2006 in CA-G.R. CV No. 83030.
The facts of the case are as follows:
On March 25, 1996, petitioners (as vendors) entered into a Contract to Sell with respondent (as vendee) involving a house and lot in Cypress St., Phase I, Town and Country Executive Village, Antipolo City for a consideration of P2,000,000.00 subject to the following terms and conditions:
a) That an earnest money of P100,000.00 shall be paid immediately;
b) That a full down payment of Four Hundred Thousand Pesos (P400,000.00) shall be paid on February 29, 1996;
c) That Five Hundred Thousand Pesos (P500,000.00) shall be paid on or before May 5, 1996; and
d) That the balance of One Million Pesos (P1,000,000.00) shall be paid on installment with interest of Eighteen Percent (18%) per annum or
One and a half percent (1-1/2 %) interest per month, based on the diminishing balance, compounded monthly, effective May 6, 1996.
The interest shall continue to run until the whole obligation shall have been fully paid. The whole One Million Pesos shall be paid within three years from May 6, 1996;
e) That the agreed monthly amortization of Fifty Thousand Pesos (P50,000.00), principal and interest included, must be paid to the
Vendors, without need of prior demand, on or before May 6, 1996, and every month thereafter. Failure to pay the monthly amortization on time, a penalty equal to Five Percent (5%) of the amount due shall be imposed, until the account is updated. In addition, a penalty of One Hundred Pesos per day shall be imposed until the account is updated;
f) That after receipt of the full payment, the Vendors shall execute the necessary Absolute Deed of Sale covering the house and lot mentioned above x x x4
Respondent made the following payments, to wit: (1) P500,000.00 by way of downpayment; (2) P500,000.00 on May 30, 1996; (3) P500,000.00 paid on January 22, 1997; and (4) P500,000.00 bounced check dated June 30,1997 which was subsequently replaced by another check of the same amount, dated July 7, 1997. Respondent was, therefore, able to pay a total of P2,000,000.00.5
Before respondent issued the P500,000.00 replacement check, she told petitioners that based on the computation of her accountant as of July 6, 1997, her unpaid obligation which includes interests and penalties was only P200,000.00.6
Petitioners agreed with respondent and said “if P200,000.00 is the correct balance, it is okay with us.”7
Meanwhile, the title to the property was transferred to respondent.
Petitioners later reminded respondent to pay P209,000.00 within three months.8
They claimed that the said amount remained unpaid, despite the transfer of the title to the property to respondent. Several months later, petitioners made further demands stating the supposed correct computation of respondent’s liabilities.9
Despite repeated demands, petitioners failed to collect the amounts they claimed from respondent. Hence, the Complaint for Sum of Money With Damages10 filed with the Regional Trial Court (RTC)11of Antipolo, Rizal. The case was docketed as Civil Case No. 98-4716.
In her Answer with Compulsory Counterclaim,12 respondent claimed that her unpaid obligation to petitioners is only P200,000.00 as earlier confirmed by petitioners and not P487,384.15 as later alleged in the complaint. Respondent thus prayed for the dismissal of the complaint. By way of counterclaim, respondent prayed for the payment of moral damages and attorney’s fees. During the presentation of the parties’ evidence, in addition to documents showing the statement of her paid obligations,respondent presented a receipt purportedly indicating payment of the remaining balance of P200,000.00 to Adoracion Losloso (Losloso) who allegedly received the same on behalf of petitioners.13
18
On March 8, 2004, the RTC rendered a Decision14 in favor of respondent, the dispositive portion of which reads:
WHEREFORE, premises considered, this case is hereby
DISMISSED. The plaintiff is hereby ordered to pay the defendant’s counterclaim, amounting to wit:
a) P300,000 as moral damages; and
b) P100,000 plus P2,000 per court appearance as attorney’s fees.
SO ORDERED.15
The RTC noted that the evidence formally offered by petitioners have not actually been marked as none of the markings were recorded. Thus, it found no basis to grant their claims, especially since the amount claimed in the complaint is different from that testified to. The court, on the other hand, granted respondent’s counterclaim.16
On appeal, the CA affirmed the decision with modification by deleting the award of moral damages and attorney’s fees in favor of respondent.17 It agreed with the RTC that the evidence presented by petitioners cannot be given credence in determining the correct liability of respondent.18 Considering that the purchase price had been fully paid by respondent ahead of the scheduled date agreed upon by the parties, petitioners were not awarded the excessive penalties and interests.19 The CA thus maintained that respondent’s liability is limited to P200,000.00 asclaimed by respondent and originally admitted by petitioners.20 This amount, however, had already been paid by respondent and received by petitioners’ representative.21 Finally, the CA pointed out that the RTC did not explain in its decision why moral damages and attorney’s fees were awarded.
Considering also that bad faith cannot be attributed to petitioners when they instituted the collection suit, the CA deleted the grant of their counterclaims.22
Aggrieved, petitioners come before the Court in this petition for review on certiorari under Rule 45 of the Rules of Court raising the following errors:
I. “THE TRIAL COURT ERRED IN DISMISSING THE COMPLAINT ON THE GROUND THAT PLAINTIFF FAILED TO FORMALLY OFFER THEIR EVIDENCE AS DEFENDANT JUDICIALLY ADMITTED IN HER ANSWER WITH COMPULS[O]RY COUNTERCLAIM HER OUTSTANDING OBLIGATION STILL DUE TO PLAINTIFFS AND NEED NO PROOF.
II. THE TRIAL COURT ERRED IN DISMISSING THE COMPLAINT FOR ALLEGED FAILURE OF PLAINTIFFS TO PRESENT COMPUTATION OF THE AMOUNT BEING
CLAIMED AS DEFENDANT JUDICIALLY ADMITTED HAVING RECEIVED THE DEMAND LETTER DATED OCTOBER 22, 1997 WITH COMPUTATION OF THE BALANCE DUE.
III. THE TRIAL COURT ERRED IN DISMISSING THE COMPLAINT ON THE GROUND THAT THE DEFENDANT FULLY PAID THE CLAIMS OF PLAINTIFFS BASED ON THE ALLEGED RECEIPT OF PAYMENT BY ADORACION LOSLOSO FROM ANA MARIE CONCEPCION MAGLASANG WHICH HAS NOTHING TO DO WITH THE JUDICIALLY ADMITTED OBLIGATION OF APPELLEE.”23
Invoking the rule on judicial admission, petitioners insist that respondent admitted in her Answer with Compulsory Counterclaim that she had paid only a total amount of P2 million and that her unpaid obligation amounts to P200,000.00.24 They thus maintain that the RTC and the CA erred in concluding that said amount had already been paid by respondent.
Petitioners add that respondent’s total liability as shown in the latter’s statement of account was erroneously computed for failure to compound the monthly interest agreed upon.25 Petitioners also claim that the RTC and the
CA erred in giving credence to the receipt presented by respondent to show that her unpaid obligation had already been paid having been allegedly given to a person who was not armed with authority to receive payment.26
The petition is without merit.
It is undisputed that the parties entered into a contract to sell a house and lot for a total consideration of P2 million. Considering that the property was payable in installment, they likewise agreed on the payment of interest as well as penalty in case of default. It is likewise settled that respondent was able to pay the total purchase price of P2 million ahead of the agreed term.
Afterwhich, they agreed on the remaining balance by way of interest and penalties which is P200,000.00. Considering that the term of payment was not strictly followed and the purchase price had already been fully paid by respondent, the latter presented to petitioners her computation of her liabilities for interests and penalties which was agreed to by petitioners. Petitioners also manifested their conformity to the statement of account prepared by respondent.
In paragraph (9) of petitioners’ Complaint, they stated that:
9) That the Plaintiffs answered the Defendant as follows: “if P200,000 is the correct balance, it is okay with us.” x x x.27
But in paragraph (17) thereof, petitioners claimed that defendant’s outstanding liability as of November 6, 1997 was P487,384.15.28 Different amounts, however, were claimed in their demand letter and in their testimony in court.
19
With the foregoing factual antecedents, petitioners cannot be permitted to assert a different computation of the correct amount of respondent’s liability.
It is noteworthy that in answer to petitioners’ claim of her purported unpaid obligation, respondent admitted in her Answer with Compulsory
Counterclaim that she paid a total amount of P2 million representing the purchase price of the subject house and lot. She then manifested to petitioners and conformed to by respondent that her only balance was P200,000.00. Nowhere in her Answer did she allege the defense of payment. However, during the presentation of her evidence, respondent submitted a receipt to prove that she had already paid the remaining balance.
Both the RTC and the CA concluded that respondent had already paid the remaining balance of P200,000.00. Petitioners now assail this, insisting that the court should have maintained the judicial admissions of respondent in her Answer with Compulsory Counterclaim, especially as to their agreed stipulations on interests and penalties as well as the existence of outstanding obligations.
It is, thus, necessary to discuss the effect of failure of respondent to plead payment of its obligations.
Section 1, Rule 9 of the Rules of Court states that “defenses and objections not pleaded either in a motion to dismiss or in the answer are deemed waived.” Hence, respondent should have been barred from raising the defense of payment of the unpaid P200,000.00. However, Section 5,
Rule 10 of the Rules of Court allows the amendment to conform to or authorize presentation of evidence, to wit:
Section 5. Amendment to conform to or authorize presentation of evidence. – When issues not raised by the pleadings are tried with the express or implied consent of the parties, they shall be treated in all respects as if they had been raised in the pleadings. Such amendment of the pleadings as may be necessary to cause them to conform to the evidence and to raise these issues may be made upon motion of any party at any time, even after judgment; but failure to amend does not affect the result of the trial of these issues. If evidence is objected to at the trial on the ground that it is not within the issues made by the pleadings, the court may allow the pleadings to be amended and shall do so with liberality if the presentation of the merits of the action and the ends of substantial justice will be subserved thereby. The court may grant a continuance to enable the amendment to be made.
The foregoing provision envisions two scenarios, namely, when evidence is introduced in an issue not alleged in the pleadings and no objection was interjected; and when evidence is offered on an issue not alleged in the pleadings but this time an objection was raised.29 When the issue is tried
without the objection of the parties, it should be treated in all respects as if it had been raised in the pleadings.30 On the other hand, when there is an objection, the evidence may be admitted where its admission will not prejudice him.31
Thus, while respondent judicially admitted in her Answer that she only paid P2 million and that she still owed petitioners P200,000.00, respondent claimed later and, in fact, submitted an evidence to show that she already paid the whole amount of her unpaid obligation. It is noteworthy that when respondent presented the evidence of payment, petitioners did not object thereto. When the receipt was formally offered as evidence, petitioners did not manifest their objection to the admissibility of said document on the ground that payment was not an issue. Apparently, petitioners only denied receipt of said payment and assailed the authority of Losloso to receive payment. Since there was an implied consent on the part of petitioners to try the issue of payment, even if no motion was filed and no amendment of the pleading has been ordered,32 the RTC cannot be faulted for admitting respondent’s testimonial and documentary evidence to prove payment.33
As stressed by the Court in Royal Cargo Corporation v. DFS Sports Unlimited, Inc.,34
The failure of a party to amend a pleading to conform to the evidence adduced during trial does not preclude adjudication by the court on the basis of such evidence which may embody new issues not raised in the pleadings. x x x Although, the pleading may not have been amended to conform to the evidence submitted during trial, judgment may nonetheless be rendered, not simply on the basis of the issues alleged but also on the issues discussed and the assertions of fact proved in the course of the trial.
The court may treat the pleading as if it had been amended to conform to the evidence, although it had not been actually amended. x x x Clearly, a court may rule and render judgment on the basis of the evidence before it even though the relevant pleading had not been previously amended, so long as no surprise or prejudice is thereby caused to the adverse party. Put a little differently, so long as the basic requirements of fair play had been met, as where the litigants were given full opportunity to support their respective contentions and to object to or refute each other's evidence, the court may validly treat the pleadings as if they had been amended to conform to the evidence and proceed to adjudicate on the basis of all the evidence before it. (Emphasis supplied)35
To be sure, petitioners were given ample opportunity to refute the fact of and present evidence to prove payment.
With the evidence presented by the contending parties, the more important question to resolve is whether or not respondent’s obligation had already been extinguished by payment.
We rule in the affirmative as aptly held by the RTC and the CA.
20
Respondent’s obligation consists of payment of a sum of money. In order to extinguish said obligation, payment should be made to the proper person as set forth in Article 1240 of the Civil Code, to wit:
Article 1240. 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. (Emphasis supplied)
The Court explained in Cambroon v. City of Butuan, 36 cited in Republic v. De Guzman,37 to whom payment should be made in order to extinguish an obligation:
Payment made by the debtor to the person of the creditor or to one authorized by him or by the law to receive it extinguishes the obligation.
When payment is made to the wrong party, however, the obligation is not extinguished as to the creditor who is without fault or negligence even if the debtor acted in utmost good faith and by mistake as to the person of the creditor or through error induced by fraud of a third person.
In general, a payment in order to be effective to discharge an obligation, must be made to the proper person. Thus, payment must be made to the obligee himself or to an agent having authority, express or implied, to receive the particular payment. Payment made to one having apparent authority to receive the money will, as a rule, be treated as though actual authority had been given for its receipt. Likewise, if payment is made to one who by law is authorized to act for the creditor, it
To be sure, petitioners were given ample opportunity to refute the fact of and present evidence to prove payment.
With the evidence presented by the contending parties, the more important question to resolve is whether or not respondent’s obligation had already been extinguished by payment.
We rule in the affirmative as aptly held by the RTC and the CA.
Respondent’s obligation consists of payment of a sum of money. In order to extinguish said obligation, payment should be made to the proper person as set forth in Article 1240 of the Civil Code, to wit:
Article 1240. 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. (Emphasis supplied)
The Court explained in Cambroon v. City of Butuan,36 cited in Republic v. De Guzman,37 to whom payment should be made in order to extinguish an obligation:
Payment made by the debtor to the person of the creditor or to one authorized by him or by the law to receive it extinguishes the obligation.
When payment is made to the wrong party, however, the obligation is not extinguished as to the creditor who is without fault or negligence even if the debtor acted in utmost good faith and by mistake as to the person of the creditor or through error induced by fraud of a third person.
In general, a payment in order to be effective to discharge an obligation, must be made to the proper person. Thus, payment must be made to the obligee himself or to an agent having authority, express or implied, to receive the particular payment. Payment made to one having apparent authority to receive the money will, as a rule, be treated as though actual authority had been given for its receipt. Likewise, if payment is made to one who by law is authorized to act for the creditor, it and the CA conclusion that payment had already been made and that it extinguished respondent's obligations.
WHEREFORE, premises considered, the petition is DENIED for lack of merit. The Court of Appeals Decision dated March 31, 2005 and I Resolution dated May 24, 2006 in CA-G.R. CV No. 83030, are AFFIRMED.
SO ORDERED.
DATION IN PAYMENT
ESTANISLAO VS. EAST WEST BANKING
YNARES-SANTIAGO, J.:
This is a petition for review of the Decision[1] of the
Court of Appeals dated April 13, 2007 in CA-G.R. CV No.
87114 which reversed and set aside the Decision of
the Regional Trial Court of Antipolo City, Branch 73 in Civil
Case No. 00-5731. The appellate court entered a new
judgment ordering petitioners spouses Estanislao to pay
respondent East West Banking Corporation P4,275,919.65
plus interest and attorney’s fees. Also assailed is the
Resolution[2] dated June 25, 2007 denying the motion for
reconsideration.
The facts are as follows:
On July 24, 1997, petitioners obtained a loan from the
respondent in the amount of P3,925,000.00 evidenced by a
21
promissory note and secured by two deeds of chattel mortgage
dated July 10, 1997: one covering two dump trucks and a
bulldozer to secure the loan amount of P2,375,000.00, and
another covering bulldozer and a wheel loader to secure the
loan amount of P1,550,000.00. Petitioners defaulted in the
amortizations and the entire obligation became due and
demandable.
On April 10, 2000, respondent bank filed a suit for
replevin with damages, praying that the equipment covered by
the first deed of chattel mortgage be seized and delivered to
it. In the alternative, respondent prayed that petitioners be
ordered to pay the outstanding principal amount of
P3,846,127.73 with 19.5% interest per annum reckoned from
judicial demand until fully paid, exemplary damages of
P50,000.00, attorney’s fees equivalent to 20% of the total
amount due, other expenses and costs of suit.
The case was filed in the Regional Trial Court of
Antipolo and raffled to Branch 73 thereof.
Subsequently, respondent moved for suspension of
the proceedings on account of an earnest attempt to arrive at
an amicable settlement of the case. The trial court suspended
the proceedings, and during the course of negotiations, a deed
of assignment[3] dated August 16, 2000 was drafted by the
respondent, which provides in part, that:
x x x the ASSIGNOR is indebted to
the ASSIGNEE in the aggregate sum of SEVEN MILLION THREE HUNDRED FIVE THOUSAND FOUR HUNDRED FIFTY NINE PESOS and FIFTY TWO CENTAVOS (P7,305,459.52), Philippine currency, inclusive of accrued interests and penalties as of August 16, 2000, and in full payment thereof, the ASSIGNOR does hereby ASSIGN, TRANSFER and CONVEY unto the ASSIGNEE those motor vehicles, with all their tools and accessories, more particularly described as follows:
Make : Isuzu Dump Truck x x xMake : Isuzu Dump Truck
x x xMake : x x x Caterpillar
Bulldozer x x x That the ASSIGNEE hereby
accepts the assignment in full payment of the above-mentioned debt x x x. (Emphasis supplied)
Petitioners affixed their signatures on the deed of
assignment. However, for some unknown reason, respondent
bank’s duly authorized representative failed to sign the deed.
On October 6, 2000 and March 8, 2001, respectively,
petitioners completed the delivery of the heavy equipment
mentioned in the deed of assignment – two dump trucks and a
bulldozer – to respondent, which accepted the same without
protest or objection.
However, on June 20, 2001, respondent filed a
manifestation and motion to admit an amended complaint for
the seizure and delivery of two more heavy equipment – the
bulldozer and wheel loader – which are covered under the
second deed of chattel mortgage. Respondent claimed that its
representative inadvertently failed to include the second deed
of chattel mortgage among the documents forwarded to its
counsel when the original complaint was being
drafted. Respondent likewise claimed that petitioners were
given a chance to submit a refinancing scheme that would
allow them to keep the remaining two heavy equipment, but
they failed to come up with such a scheme despite repeated
promises to do so.
Respondent’s amended complaint for replevin alleged
that petitioners’ outstanding indebtedness as of June 14, 2001
stood at P4,275,919.61 which is more or less equal to the
aggregate value of the additional units of heavy equipment
sought to be recovered. It also prayed that, in the event the
two heavy equipment could not be replevied, petitioners be
ordered to pay the outstanding sum of P3,846,127.73 with
19.5% interest per annum reckoned from January 24, 1998,
compound interest, exemplary damages of P50,000.00, 22
attorney’s fees equivalent to 20% of the total amount due,
other expenses and costs of suit.
Petitioners sought to dismiss the amended
complaint. They alleged that their previous payments on loan
amortizations, the execution of the deed of assignment on
August 16, 2000, and respondent’s acceptance of the three
units of heavy equipment, had the effect of full payment or
satisfaction of their total outstanding obligation which is a bar
on respondent bank from recovering any more amounts from
them. By way of counterclaim, petitioners sought the award of
nominal damages in the amount of P500,000.00, moral
damages in the amount of P500,000.00, exemplary damages
in the amount of P500,000.00, attorney’s fees, litigation
expenses, interest and costs.
On March 14, 2006, the trial court dismissed the
amended complaint for lack of merit. It held that the deed of
assignment and the petitioners’ delivery of the heavy
equipment effectively extinguished petitioners’ total loan
obligation. It also held that respondent was estopped from
further collecting from the petitioners when it accepted, without
any protest, delivery of the three units of heavy equipment as
full and complete satisfaction of the petitioners’ total loan
obligation. Respondent likewise failed to timely rectify its
alleged mistake in the original complaint and deed of
assignment, taking almost a year to act.
Respondent bank appealed to the Court of Appeals,
which reversed the trial court’s decision, the dispositive portion
of which reads:
WHEREFORE, premises
considered, the present appeal is hereby GRANTED. The Decision dated March 14, 2006 of the Regional Trial Court of Antipolo City, Branch 73 in Civil Case No. 00-5731 is hereby REVERSED and SET ASIDE. A new judgment is hereby entered ordering the defendants-appellees to pay, jointly and severally, plaintiff-appellant East West Banking Corporation the sum of FOUR MILLION TWO HUNDRED SEVENTY FIVE
THOUSAND NINE HUNDRED NINETEEN and 69/100 (P4,275,919.69) per Statement of Account as of June 14, 2001 (Exh. “E”, Records, p.328) with interest at 12% per annum from June 15, 2001 until full payment thereof. Defendants-appellees are likewise ordered to pay the plaintiff-appellant attorney’s fees in the sum equivalent to ten per cent (10%) of the total amount due.
No pronouncement as to costs. SO ORDERED.[4]
The reversal of the lower court’s decision hinges on:
(1) the appellate court’s finding that the deed of assignment
cannot bind the respondent because it did not sign the
same. The appellate court ruled that the assignment contract
was never perfected although it was prepared and drafted by
the respondent; (2) respondent was not estopped by its own
declarations in the deed of assignment, because such
declarations were the result of “ignorance founded upon an
innocent mistake” and “plain oversight” on the part of
respondent’s staff in the bank’s loan operations department,
who failed to forward the complete documents pertaining to
petitioners’ account to the bank’s legal department, such that
when the original complaint for replevin was prepared, the
second deed of chattel mortgage covering two other pieces of
heavy equipment was inadvertently excluded; (3) petitioners
are aware that there were five pieces of heavy equipment
under chattel mortgage for an outstanding balance of over P7
million; and (4) the appellate court held that even after the
delivery of the heavy equipment covered by the deed of
assignment, the petitioners continued to negotiate with the
respondent on a possible refinancing scheme that will enable
them to retain the two other units of heavy equipment still in
their possession and which are the subject of the second deed
of chattel mortgage.
Petitioners argue that: a) the appellate court erred in
ordering the payment of the principal obligation in a replevin
suit which it erroneously treated as a collection case; b) the
deed of assignment is binding between the parties although it
23
was not signed by the respondent, constituting as it did an offer
which they validly accepted; and c) the respondent is estopped
from collecting or foreclosing on the second deed of chattel
mortgage.
On the other hand, respondent argues that: a) the
deed of assignment produced no legal effect between the
parties for failure of the respondent to sign the same; b) the
deed was founded on a mistake on its part because it honestly
believed that only one chattel mortgage had been constituted
to secure the petitioners’ obligation; c) the non-inclusion of the
second deed of chattel mortgage in the original complaint was
a case of “plain oversight” on the part of the loan operations
unit of respondent bank, which failed to forward to the legal
department the complete documents pertaining to the
petitioners’ loan account; d) the continued negotiations in
August 2001 between the parties, after delivery of the three
units of heavy equipment, proves that petitioners
acknowledged their continuing obligations to respondent under
the second deed of mortgage; and, e) the deed of assignment
did not have the effect of novating the original loan obligation.
The issue for resolution is: Did the deed of
assignment – which expressly provides that the transfer and
conveyance to respondent of the three units of heavy
equipment, and its acceptance thereof, shall be in full payment of the petitioners’ total outstanding obligation to the latter – operate to extinguish petitioners’ debt to respondent,
such that the replevin suit could no longer prosper?
We find merit in the petition.
The appellate court erroneously denominated the
replevin suit as a collection case. A reading of the original and
amended complaints show that what the respondent initiated
was a pure replevin suit, and not a collection case. Recovery
of the heavy equipment was the principal aim of the suit;
payment of the total obligation was merely an alternative
prayer which respondent sought in the event manual delivery
of the heavy equipment could no longer be made.
Replevin, broadly understood, is both a form of
principal remedy and a provisional relief. It may refer either to
the action itself, i.e., to regain the possession of personal
chattels being wrongfully detained from the plaintiff by another,
or to the provisional remedy that would allow the plaintiff to
retain the thing during the pendency of the action and hold
it pendente lite.[5]
The deed of assignment was a perfected agreement
which extinguished petitioners’ total outstanding obligation to
the respondent. The deed explicitly provides that the assignor
(petitioners), “in full payment” of its obligation in the amount of P7,305,459.52, shall deliver the three units of heavy equipment to the assignee (respondent), which “accepts the assignment in full payment of the above-mentioned debt.” This could only mean that should petitioners complete the delivery of the three units of heavy equipment covered by
the deed, respondent’s credit would have been satisfied in full, and petitioners’ aggregate indebtedness of P7,305,459.52
would then be considered to have been paid in full as well.
The nature of the assignment was a dation in
payment, whereby property is alienated to the creditor in
satisfaction of a debt in money. Such transaction is governed
by the law on sales.[6] Even if we were to consider the
agreement as a compromise agreement, there was no need for
respondent’s signature on the same, because with the delivery
of the heavy equipment which the latter accepted, the
agreement was consummated. Respondent’s approval may be
inferred from its unqualified acceptance of the heavy
equipment.
Consent to contracts is manifested by the meeting of
the offer and the acceptance of the thing and the cause which
are to constitute the contract; the offer must be certain and the
acceptance absolute.[7] The acceptance of an offer must be
24
made known to the offeror, and unless the offeror knows of the
acceptance, there is no meeting of the minds of the parties, no
real concurrence of offer and acceptance.[8] Upon due
acceptance, the contract is perfected, and from that moment
the parties are bound not only to the fulfillment of what has
been expressly stipulated but also to all the consequences
which, according to their nature, may be in keeping with good
faith, usage and law.[9]
With its years of banking experience, resources and
manpower, respondent bank is presumed to be familiar with
the implications of entering into the deed of assignment, whose
terms are categorical and left nothing for interpretation. The
alleged non-inclusion in the deed of certain units of heavy
equipment due to inadvertence, plain oversight or mistake, is
tantamount to inexcusable manifest negligence, which should
not invalidate the juridical tie that was created.[10] Respondent
is presumed to have maintained a high level of meticulousness
in its dealings with petitioners. The business of a bank is
affected with public interest; thus, it makes a sworn profession
of diligence and meticulousness in giving irreproachable
service.[11]
Besides, respondent’s protestations of mistake and
plain oversight are self-serving. The evidence show that from
August 16, 2000 (date of the deed of assignment) up to March
8, 2001 (the date of delivery of the last unit of heavy equipment
covered under the deed), respondent did not raise any
objections nor make any move to question, invalidate or
rescind the deed of assignment. It was not until June 20, 2001
that respondent raised the issue of its alleged mistake by filing
an amended complaint for replevin involving different chattels,
although founded on the same principal obligation.
The legal presumption is always on the validity of
contracts.[12] In order to judge the intention of the contracting
parties, their contemporaneous and subsequent acts shall be
principally considered.[13] When respondent accepted delivery
of all three units of heavy equipment under the deed of
assignment, there could be no doubt that it intended to be
bound under the agreement.
Since the agreement was consummated by the
delivery on March 8, 2001 of the last unit of heavy equipment
under the deed, petitioners are deemed to have been released
from all their obligations to respondent.
Since there is no more credit to collect, no principal
obligation to speak of, then there is no more second deed of
chattel mortgage that may subsist. A chattel mortgage cannot
exist as an independent contract since its consideration is the
same as that of the principal contract. Being a mere accessory
contract, its validity would depend on the validity of the loan
secured by it.[14] This being so, the amended complaint for
replevin should be dismissed, because the chattel mortgage
agreement upon which it is based had been rendered
ineffectual.
WHEREFORE, the petition is GRANTED. The Decision of the Court of Appeals dated April 13, 2007 in CA-
G.R. CV No. 87114 and its Resolution dated June 25, 2007 are
hereby SET ASIDE. The March 14, 2006 decision of the Regional Trial Court of Antipolo, Branch 73, which dismisses
Civil Case No. 00-5731, is hereby REINSTATED.
SO ORDERED.
ONG VS. ROBAN LENDING
CARPIO MORALES, J.:On different dates from July 14, 1999 to March 20,
2000, petitioner-spouses Wilfredo N. Ong and Edna
Sheila Paguio-Ong obtained several loans from Roban
Lending Corporation (respondent) in the total amount
of P4,000,000.00. These loans were secured by a real estate
mortgage on petitioners’ parcels of land located in
Binauganan, Tarlac City and covered by TCT No. 297840.[1]
25
On February 12, 2001, petitioners and respondent
executed an Amendment to Amended Real Estate
Mortgage[2] consolidating their loans inclusive of charges
thereon which totaled P5,916,117.50. On even date, the
parties executed a Dacion in Payment Agreement[3]wherein
petitioners assigned the properties covered by TCT No.
297840 to respondent in settlement of their total obligation,
and a Memorandum of Agreement[4] reading:
That the FIRST PARTY [Roban
Lending Corporation] and the SECOND PARTY [the petitioners] agreed to consolidate and restructure all aforementioned loans, which have been all past due and delinquent since April 19, 2000, and outstanding obligations totaling P5,916,117.50. The SECOND PARTY hereby sign [sic] another promissory note in the amount of P5,916,117.50 (a copy of which is hereto attached and forms xxx an integral part of this document), with a promise to pay the FIRST PARTY in full within one year from the date of the consolidation and restructuring, otherwise the SECOND PARTY agree to have their “DACION IN PAYMENT” agreement, which they have executed and signed today in favor of the FIRST PARTY be enforced[.][5]
In April 2002 (the day is illegible), petitioners filed a
Complaint,[6] docketed as Civil Case No. 9322, before the
Regional Trial Court (RTC) of Tarlac City, for declaration of
mortgage contract as abandoned, annulment of deeds, illegal
exaction, unjust enrichment, accounting, and damages,
alleging that the Memorandum of Agreement and the Dacion in
Payment executed are void for being pactum commissorium.[7]
Petitioners alleged that the loans extended to them
from July 14, 1999 to March 20, 2000 were founded on several
uniform promissory notes, which provided for 3.5% monthly
interest rates, 5% penalty per month on the total amount due
and demandable, and a further sum of 25% attorney’s fees
thereon,[8] and in addition, respondent exacted certain sums
denominated as “EVAT/AR.”[9] Petitioners decried these
additional charges as “illegal, iniquitous, unconscionable, and
revolting to the conscience as they hardly allow any borrower
any chance of survival in case of default.”[10]
Petitioners further alleged that they had previously
made payments on their loan accounts, but because of the
illegal exactions thereon, the total balance appears not to have
moved at all, hence, accounting was in order.[11]
Petitioners thus prayed for judgment:
a) Declaring the Real Estate Mortgage Contract and its amendments x x x as null and void and without legal force and effect for having been renounced, abandoned, and given up;
b) Declaring the
“Memorandum of Agreement” xxx and “Dacion in Payment” x x x as null and void for being pactum commissorium;
c) Declaring the
interests, penalties, Evat [sic] and attorney’s fees assessed and loaded into the loan accounts of the plaintiffs with defendant as unjust, iniquitous, unconscionable and illegal and therefore, stricken out or set aside;
d) Ordering an
accounting on plaintiffs’ loan accounts to determine the true and correct balances on their obligation against legal charges only; and
e) Ordering defendant
to [pay] to the plaintiffs: -- e.1 Moral damages in an amount not less than P100,000.00 and exemplary damages of P50,000.00; e.2 Attorney’s fees in the amount of P50,000.00 plus P1,000.00 appearance fee per hearing; and
26
e.3 The cost of suit.[12]as well as other just and equitable reliefs.
In its Answer with Counterclaim,[13] respondent
maintained the legality of its transactions with petitioners,
alleging that:
x x x x If the voluntary execution of the
Memorandum of Agreement and Dacion in Payment Agreement novated the Real Estate Mortgage then the allegation of Pactum Commissorium has no more legal leg to stand on;
The Dacion in Payment
Agreement is lawful and valid as it is recognized x x x under Art. 1245 of the Civil Code as a special form of payment whereby the debtor-Plaintiffs alienates their property to the creditor-Defendant in satisfaction of their monetary obligation;
The accumulated interest and
other charges which were computed for more than two (2) years would stand reasonable and valid taking into consideration [that] the principal loan is P4,000,000 and if indeed it became beyond the Plaintiffs’ capacity to pay then the fault is attributed to them and not the Defendant[.][14]
After pre-trial, the initial hearing of the case, originally
set on December 11, 2002, was reset several times due to,
among other things, the parties’ efforts to settle the case
amicably.[15]
During the scheduled initial hearing of May 7, 2003,
the RTC issued the following order:
Considering that the plaintiff
Wilfredo Ong is not around on the ground that he is in Manila and he is attending to a very sick relative, without objection on the part of the defendant’s counsel, the initial hearing of this case is reset to June 18, 2003 at 10:00 o’clock in the morning.
Just in case [plaintiff’s counsel] Atty. Concepcion cannot present his witness in the person of Mr. Wilfredo Ong in the next scheduled hearing, the counsel manifested that he will submit the case for summary judgment.[16] (Underscoring supplied)
It appears that the June 18, 2003 setting was
eventually rescheduled to February 11, 2004 at which both
counsels were present[17] and the RTC issued the following
order:
The counsel[s] agreed to reset this case on April 14, 2004, at 10:00 o’clock in the morning. However, the counsels are directed to be ready with their memorand[a] together with all the exhibits or evidence needed to support their respective positions which should be the basis for the judgment on the pleadings if the parties fail to settle the case in the next scheduled setting.
x x x x[18] (Underscoring
supplied)
At the scheduled April 14, 2004 hearing, both
counsels appeared but only the counsel of respondent filed a
memorandum.[19]
By Decision of April 21, 2004, Branch 64 of the Tarlac
City RTC, finding on the basis of the pleadings that there was
no pactum commissorium, dismissed the complaint.[20]
On appeal,[21] the Court of Appeals[22] noted that
x x x [W]hile the trial court in its decision stated that it was rendering judgment on the pleadings, x x x what it actually rendered was a summary judgment. A judgment on the pleadings is proper when the answer fails to tender an issue, or otherwise admits the material allegations of the adverse party’s pleading. However, a judgment on the pleadings would not have been proper in this case as the answer tendered an issue, i.e. the validity of the MOA and DPA. On the other hand, a summary judgment may be rendered by the court if the pleadings, supporting affidavits, and other documents show
27
that, except as to the amount of damages, there is no genuine issue as to any material fact.[23]
Nevertheless, finding the error in nomenclature “to be
mere semantics with no bearing on the merits of the case”,[24] the Court of Appeals upheld the RTC decision that there
was no pactum commissorium.[25]
Their Motion for Reconsideration[26] having been
denied,[27] petitioners filed the instant Petition for Review on
Certiorari,[28] faulting the Court of Appeals for having committed
a clear and reversible error
I. . . . WHEN IT FAILED AND
REFUSED TO APPLY PROCEDURAL REQUISITES WHICH WOULD WARRANT THE SETTING ASIDE OF THE SUMMARY JUDGMENT IN VIOLATION OF APPELLANTS’ RIGHT TO DUE PROCESS;
II. . . . WHEN IT FAILED TO
CONSIDER THAT TRIAL IN THIS CASE IS NECESSARY BECAUSE THE FACTS ARE VERY MUCH IN DISPUTE;
III. . . . WHEN IT FAILED AND
REFUSED TO HOLD THAT THE MEMORANDUM OF AGREEMENT (MOA) AND THE DACION EN PAGO AGREEMENT (DPA) WERE DESIGNED TO CIRCUMVENT THE LAW AGAINST PACTUM COMMISSORIUM; and
IV. . . . WHEN IT FAILED TO
CONSIDER THAT THE MEMORANDUM OF AGREEMENT (MOA) AND THE DACION EN PAGO (DPA) ARE NULL AND VOID FOR BEING CONTRARY TO LAW AND PUBLIC POLICY.[29]
The petition is meritorious.
Both parties admit the execution and contents of the
Memorandum of Agreement and Dacion in Payment. They
differ, however, on whether both contracts constitute pactum commissorium or dacion en pago.
This Court finds that the Memorandum of Agreement
and Dacion in Payment constitute pactum commissorium,
which is prohibited under Article 2088 of the Civil Code which
provides:
The creditor cannot appropriate the things given by way of pledge or mortgage, or dispose of them. Any stipulation to the contrary is null and void.”
The elements of pactum commissorium, which
enables the mortgagee to acquire ownership of the mortgaged
property without the need of any foreclosure proceedings,[30] are: (1) there should be a property mortgaged by way of
security for the payment of the principal obligation, and (2)
there should be a stipulation for automatic appropriation by the
creditor of the thing mortgaged in case of non-payment of the
principal obligation within the stipulated period.[31]
In the case at bar, the Memorandum of Agreement
and the Dacion in Payment contain no provisions for
foreclosure proceedings nor redemption. Under the
Memorandum of Agreement, the failure by the petitioners to
pay their debt within the one-year period gives respondent the
right to enforce the Dacion in Payment transferring to it
ownership of the properties covered by TCT No. 297840.
Respondent, in effect, automatically acquires ownership of the
properties upon petitioners’ failure to pay their debt within the
stipulated period.
Respondent argues that the law recognizes dacion en pago as a special form of payment whereby the debtor
alienates property to the creditor in satisfaction of a monetary
obligation.[32] This does not persuade. In a true dacion en
28
pago, the assignment of the property extinguishes the
monetary debt.[33] In the case at bar, the alienation of the
properties was by way of security, and not by way of satisfying
the debt.[34] The Dacion in Payment did not extinguish
petitioners’ obligation to respondent. On the contrary, under
the Memorandum of Agreement executed on the same day as
the Dacion in Payment, petitioners had to execute a
promissory note for P5,916,117.50 which they were to pay
within one year.[35]
Respondent cites Solid Homes, Inc. v. Court of Appeals[36] where this Court upheld a Memorandum of
Agreement/Dacion en Pago.[37] That case did not involve the issue of pactum commissorium.[38]
That the questioned contracts were freely and
voluntarily executed by petitioners and respondent is of no
moment, pactumcommissorium being void for being prohibited
by law.[39]
Respecting the charges on the loans, courts may
reduce interest rates, penalty charges, and attorney’s fees if
they are iniquitous or unconscionable.[40]
This Court, based on existing jurisprudence,[41] finds
the monthly interest rate of 3.5%, or 42% per annum
unconscionable and thus reduces it to 12% per annum. This
Court finds too the penalty fee at the monthly rate of 5% (60%
per annum) of the total amount due and demandable –
principal plus interest, with interest not paid when due added to
and becoming part of the principal and likewise bearing interest
at the same rate, compounded monthly[42] – unconscionable
and reduces it to a yearly rate of 12% of the amount due, to be
computed from the time of demand.[43] This Court finds the
attorney’s fees of 25% of the principal, interests and interests
thereon, and the penalty fees unconscionable, and thus
reduces the attorney’s fees to 25% of the principal amount
only.[44]
The prayer for accounting in petitioners’ complaint
requires presentation of evidence, they claiming to have made
partial payments on their loans, vis a vis respondent’s denial thereof.[45] A remand of the case is thus in order.
Prescinding from the above disquisition, the trial court
and the Court of Appeals erred in holding that a summary
judgment is proper. A summary judgment is permitted only if
there is no genuine issue as to any material fact and a moving
party is entitled to a judgment as a matter of law.[46] A summary
judgment is proper if, while the pleadings on their face appear
to raise issues, the affidavits, depositions, and admissions
presented by the moving party show that such issues are not
genuine.[47] A genuine issue, as opposed to a fictitious or
contrived one, is an issue of fact that requires the presentation
of evidence.[48] As mentioned above, petitioners’ prayer for
accounting requires the presentation of evidence on the issue
of partial payment.
But neither is a judgment on the pleadings proper. A
judgment on the pleadings may be rendered only when an
answer fails to tender an issue or otherwise admits the material
allegations of the adverse party’s pleadings.[49] In the case at
bar, respondent’s Answer with Counterclaim disputed
petitioners’ claims that the Memorandum of Agreement and
Dation in Payment are illegal and that the extra charges on the
loans are unconscionable.[50] Respondent disputed too
petitioners’ allegation of bad faith.[51]
WHEREFORE, the challenged Court of Appeals Decision is REVERSED and SET ASIDE. The Memorandum of Agreement and the Dacion in Payment executed by
petitioner- spouses Wilfredo N. Ong and Edna Sheila Paguio-
Ong and respondent Roban Lending Corporation on February
12, 2001 are declared NULL AND VOID for being pactum commissorium.
29
In line with the foregoing findings, the following terms
of the loan contracts between the parties are MODIFIED as follows:
1. The monthly interest rate of 3.5%, or
42% per annum, is reduced to 12% per annum;
2. The monthly penalty fee of 5% of the
total amount due and demandable is
reduced to 12% per annum, to be computed
from the time of demand; and
3. The attorney’s fees are reduced to 25%
of the principal amount only.
Civil Case No. 9322 is REMANDED to the court of origin only for the purpose of receiving evidence on petitioners’
prayer for accounting. SO ORDERED.
TYPINCO VS. LIM
CARPIO MORALES, J.: Sometime between December 1996 and February 1997,
respondents-spouses Lina Wong Lim (Lina) and Johnson
Sychingho (Johnson) borrowed from petitioner Joseph
Typingco (Typingco) the sum of US$600,000 which was later
restructured, payable on or before December 31, 1997, under
a promissory note executed by the spouses and co-signed by
their children-co-respondents Jerry Sychingho (Jerry) and
Jackson Sychingho (Jackson) as sureties.[1]
Following their default in payment, Lina, Jerry, and
Jackson conveyed on January 29, 1998 to Typingco via dacion en pago their house and lot in Greenhills, San Juan (subject property), covered by Transfer Certificate of Title (TCT) No.
6259-R (the title) of the Register of Deeds of San Juan, in the
name of Lina and her sons, after first paying respondent Far
East Bank and Trust Company (FEBTC) the balance of a
promissory note to clear the title of a Real Estate Mortgage
annotated thereon in favor of FEBTC.[2]
Typingco’s repeated demands for the delivery of the
owner’s duplicate copy of the title, the last of which was by
letter of March 2, 1998,[3] having remained unheeded, he filed
a complaint for specific performance and recovery of the title
against respondents[4]Sychinghos and FEBTC before the
Quezon City Regional Trial Court (RTC).
Respondents Sychinghos averred in the main that it
was FEBTC that was unlawfully withholding delivery of the
owner’s duplicate copy of the title despite full payment of the
mortgage loan[5] with it.
FEBTC, which was absorbed after a merger by Bank of
the Philippine Islands (BPI), contended that spouses Lina and
Johnson had unsettled obligations as sureties for JSY
International Philippines, Inc. and J&J Brothers Corporation
under Comprehensive Surety Agreements which they had
executed authorizing FEBTC to retain and proceed against
their properties in its possession; that the Real Estate
Mortgage annotated on the title was a continuing security for
their present and future obligations; and that Typingco was not
a buyer in good faith, he having failed to conduct further inquiry
on the status of the subject property given that the mortgage
in its favor was annotated on the title.[6]
At the pre-trial, the parties clarified that the subject
matter of the case was only 1/3 inchoate portion of the subject property [7] or that pertaining to Lina as co-owner (as the 2/3 belongs to her sons Jerry and Jackson), she being a
signatory to the Real Estate Mortgage, along with her sons, as
well as to the Comprehensive Surety Agreements, along with
her husband, both documents in favor of FEBTC.
By Decision of March 14, 2003,[8] Branch 82 of the
Quezon City RTC dismissed the complaint, holding that
Typingco was bound by the Real Estate Mortgage in favor of
FEBTC not only because the same was duly annotated on the
30
title, but also because he failed to verify the status of the subject property despite his awareness of the said mortgage.
Typingco’s Motion for Reconsideration having been
denied by Order dated May 23, 2003,[9] he appealed[10] to the
Court of Appeals. The appellate court dismissed Typingco’s
appeal by Decision of September 13, 2007,[11] it sustaining for
the most part the position of BPI.
Typingco’s Motion for Reconsideration having been
denied by Resolution dated January 10, 2008,[12] he (hereafter
petitioner) filed the present Petition for Review on Certiorari.
Petitioner argues that the copy of the Real Estate
Mortgage submitted by BPI (Exhibit “10”) is inadmissible, the
witness who identified it having no personal knowledge of its
existence and due execution, hence, should not be considered
annotated on the title; and that there was no evidence that
respondents Sychinghos had other unpaid obligations with
FEBTC for which the title should continue to stand as security.[13]
By Manifestation of June 12, 2008, individual
respondents informed the Court of Johnson’s passing during
the proceedings in the trial court and their waiving of the filing
of a Comment to the present petition, given that their position
before the trial and appellate courts[14] is now also petitioner’s.
BPI, on the other hand, maintains its position before
the trial court, adding that the due execution and authenticity of
Exhibit “10,” a notarized instrument, need not be proved unlike
that of a private writing.[15]
The petition is impressed with merit.
Dacion en pago is the delivery and transmission of ownership of another thing by the debtor to the creditor as an
accepted equivalent of performance of an obligation. It
partakes of the nature of a contract of sale, where the thing
offered by the debtor is the object of the contract, while the
debt is the consideration or purchase price.[16]
The pivotal issue is thus whether respondent
Sychinghos had the right to sell or convey title to the subject
property at the time of thedacion en pago. The Court finds in the affirmative.
There having been no previous foreclosure of the
Real Estate Mortgage on the subject property, respondent
Sychinghos’ ownership thereof remained intact. Indeed, a
mortgage does not affect the ownership of the property as it is
nothing more than a lien thereon serving as security for a
debt. The mortgagee does not acquire title to the mortgaged
real estate unless he purchases it at a public auction, and it is
not redeemed within the period provided for by the Rules of
Court.[17] This applies a fortiori to the present case
where only 1/3, not the
whole,of the subject property was actually encumbered to FEBTC.
With respect to whatever amount Lina and her sons
may still owe BPI (then FEBTC), the Court finds that this is not
a concern of petitioner as he is not a party to the loan
documents covering it. Since petitioner agreed to the full
extinguishment of respondents spouses’ then outstanding
obligation in view of the unconditional conveyance to him of the
subject property,[18] there is a perfected and enforceabledacion en pago. He should thus enjoy full entitlement to the subject property.
The question of whether the subject property stands
as a continuing security for any outstanding obligations of Lina
and her sons to BPI (then FEBTC) should not detain the Court
any further. Surrender of the certificate of title will not impair
any existing mortgage on the subject property. It is an
elementary principle in civil law that a real estate mortgage
subsists notwithstanding changes in ownership, and all
31
subsequent purchasers of the property must respect the
mortgage.[19]
Finally, while the remedy of petitioner is to file a
petition in court, following Presidential Decree No. 1529, to
compel then FEBTC (now BPI) to surrender the owner’s
duplicate copy of the title to the Register of Deeds of San Juan
to facilitate the issuance of a new title in his name,[20] the Court
deems his action for specific performance
and recovery of the title as substantial compliance with the
prescribed procedure. To require him to institute a new action
seeking essentially the same relief would be to encourage
endless litigations and multiplicity of suits – an end abhorrent
to the proper administration of justice.
WHEREFORE, the challenged Decision of the Court of Appeals is REVERSED and SET ASIDE. Bank of the Philippine Islands, to which Far East Bank and Trust Company
was merged, is ordered to surrender the owner’s duplicate
copy of TCT No. 6259-R to the Register of Deeds of San Juan,
Metro Manila in order to process the issuance of a new title
over the subject property in the name of petitioner, Joseph
Typingco.
SO ORDERED.
TAN SHUY VS. MAULAWIN
SERENO, J.:
Before the Court is a Petition for Review on Certiorari filed under Rule 45 of the Rules of Court, assailing the 31 July 2009 Decision and 13 November 2009 Resolution of the Court of Appeals (CA).[1]
Facts
Petitioner Tan Shuy is engaged in the business of buying copra and corn in the Fourth District of Quezon Province. According to Vicente Tan (Vicente), son of petitioner, whenever they would buy copra or corn from crop sellers, they would prepare and issue a pesada in their favor. A pesada is a
document containing details of the transaction, including the date of sale, the weight of the crop delivered, the trucking cost, and the net price of the crop. He then explained that when a pesada contained the annotation “pd” on the total amount of the purchase price, it meant that the crop delivered had already been paid for by petitioner.[2]
Guillermo Maulawin (Guillermo), respondent in this case, is a farmer-businessman engaged in the buying and selling of copra and corn. On 10 July 1997, Tan Shuy extended a loan to Guillermo in the amount of ₱420,000. In consideration thereof, Guillermo obligated himself to pay the loan and to sell lucad or copra to petitioner. Below is a reproduction of the contract:[3]
No 2567 Lopez, Quezon July 10, 1997
Tinanggap ko kay G. TAN SHUY ang halagang ……………………………………………………………. (P420,000.00) salaping Filipino. Inaako ko na isusulit sa kanya ang aking LUCAD at babayaran ko ang nasabing halaga. Kung hindi ako makasulit ng LUCAD o makabayad bago sumapit ang ……………………., 19 …… maaari niya akong ibigay sa may kapangyarihan. Kung ang pagsisingilan ay makakarating sa Juzgado ay sinasagutan ko ang lahat ng kaniyang gugol.
P………………………................
[Sgd. by respondent]…………………………………….Lagda
Most of the transactions involving Tan Shuy and Guillermo were coursed through Elena Tan, daughter of petitioner. She served as cashier in the business of Tan Shuy, who primarily prepared and issued the pesada. In case of her absence, Vicente would issue the pesada. He also helped his father in buying copra and granting loans to customers (copra sellers). According to Vicente, part of their agreement with Guillermo was that they would put the annotation “sulong” on the pesada when partial payment for the loan was made.
Petitioner alleged that despite repeated demands, Guillermo remitted only ₱23,000 in August 1998 and ₱5,500 in
32
October 1998, or a total of ₱28,500.[4] He claimed that respondent had an outstanding balance of ₱391,500. Thus, convinced that Guillermo no longer had the intention to pay the loan, petitioner brought the controversy to the Lupon Tagapamayapa. When no settlement was reached, petitioner filed a Complaint before the Regional Trial Court (RTC).
Respondent Guillermo countered that he had already paid the subject loan in full. According to him, he continuously delivered and sold copra to petitioner from April 1998 to April 1999. Respondent said they had an oral arrangement that the net proceeds thereof shall be applied as installment payments for the loan. He alleged that his deliveries amounted to ₱420,537.68 worth of copra. To bolster his claim, he presented copies of pesadas issued by Elena and Vicente. He pointed out that the pesadas did not contain the notation “pd,” which meant that actual payment of the net proceeds from copra deliveries was not given to him, but was instead applied as loan payment. He averred that Tan Shuy filed a case against him, because petitioner got mad at him for selling copra to other copra buyers.
On 27 July 2007, the trial court issued a Decision, ruling that the net proceeds from Guillermo’s copra deliveries – represented in thepesadas, which did not bear the notation “pd” – should be applied as installment payments for the loan. It gave weight and credence to thepesadas, as their due execution and authenticity was established by Elena and Vicente, children of petitioner.[5] However, the court did not credit the net proceeds from 12 pesadas, as they were deliveries for corn and not copra. According to the RTC, Guillermo himself testified that it was the net proceeds from the copra deliveries that were to be applied as installment payments for the loan. Thus, it ruled that the total amount of ₱41,585.25, which corresponded to the net proceeds from corn deliveries, should be deducted from the amount of ₱420,537.68 claimed by Guillermo to be the total value of his copra deliveries. Accordingly, the trial court found that respondent had not made a full payment for the loan, as the total creditable copra deliveries merely amounted to ₱378,952.43, leaving a balance of ₱41,047.57 in his loan.[6]
On 31 July 2009, the CA issued its assailed Decision, which affirmed the finding of the trial court. According to the appellate court, petitioner could have easily belied the existence of the pesadas and the purpose for which they were offered in evidence by presenting his daughter Elena as witness; however, he failed to do so. Thus, it gave credence to the testimony of respondent Guillermo in that the net proceeds from the copra deliveries were applied as installment payments for the loan.[7] On 13 November 2009, the CA issued its assailed Resolution, which denied the Motion for Reconsideration of petitioner.
Petitioner now assails before this Court the aforementioned Decision and Resolution of the CA and presents the following issues:
Issues
1. Whether the pesadas require authentication before they can be admitted in evidence, and
2. Whether the delivery of copra amounted to installment payments for the loan obtained by respondents from petitioner.
Discussion
As regards the first issue, petitioner asserts that the pesadas should not have been admitted in evidence, since they were private documents that were not duly authenticated.[8] He further contends that the pesadas were fabricated in order to show that the goods delivered were copra and not corn. Finally, he argues that five of the pesadas mentioned in the Formal Offer of Evidence of respondent were not actually offered.[9]
With regard to the second issue, petitioner argues that respondent undertook two separate obligations – (1) to pay for the loan in cash and (2) to sell the latter’s lucad or copra. Since their written agreement did not specifically provide for the application of the net proceeds from the deliveries of copra for the loan, petitioner contends that he cannot be compelled to accept copra as payment for the loan. He emphasizes that the pesadas did not specifically indicate
33
that the net proceeds from the copra deliveries were to be used as installment payments for the loan. He also claims that respondent’s copra deliveries were duly paid for in cash, and that the pesadas were in fact documentary receipts for those payments.
We reiterate our ruling in a line of cases that the jurisdiction of this Court, in cases brought before it from the CA, is limited to reviewing or revising errors of law.[10] Factual findings of courts, when adopted and confirmed by the CA, are final and conclusive on this Court except if unsupported by the evidence on record.[11] There is a question of fact when doubt arises as to the truth or falsehood of facts; or when there is a need to calibrate the whole evidence, considering mainly the credibility of the witnesses and the probative weight thereof, the existence and relevancy of specific surrounding circumstances, as well as their relation to one another and to the whole, and the probability of the situation.[12]
Here, a finding of fact is required in the ascertainment of the due execution and authenticity of the pesadas, as well as the determination of the true intention behind the parties’ oral agreement on the application of the net proceeds from the copra deliveries as installment payments for the loan.[13] This function was already exercised by the trial court and affirmed by the CA. Below is a reproduction of the relevant portion of the trial court’s Decision:
x x x The defendant further averred that if in the receipts or “pesadas” issued by the plaintiff to those who delivered copras to them there is a notation “pd” on the total amount of purchase price of the copras, it means that said amount was actually paid or given by the plaintiff or his daughter Elena Tan Shuy to the seller of the copras. To prove his averments the defendant presented as evidence two (2) receipts or pesadas issued by the plaintiff to a certain “Cariño” (Exhibits “1” and “2” – defendant) showing the notation “pd” on the total amount of the purchase price for the copras. Such claim of the defendant was further bolstered by the testimony of Apolinario Cariño which affirmed that he also sell copras to the plaintiff Tan Shuy. He also added that he incurred indebtedness to the plaintiff and whenever he delivered copras the amount of the copras sold were applied
as payments to his loan. The witness also pointed out that the plaintiff did not give any official receipts to those who transact business with him (plaintiff). This Court gave weight and credence to the documents receipts (pesadas) (Exhibits “3” to “64”) offered as evidence by the defendant which does not bear the notation “pd” or paid on the total amount of the purchase price of copras appearing therein. Although said “pesadas” were private instrument their execution and authenticity were established by the plaintiff’s daughter Elena Tan and sometimes by plaintiff’s son Vicente Tan. x x x.[14] (Emphasis supplied)
In affirming the finding of the RTC, the CA reasoned thus:
In his last assigned error, plaintiff-appellant herein impugns the conclusion arrived at by the trial court, particularly with respect to the giving of evidentiary value to Exhs. “3” to “64” by the latter in order to prove the claim of defendant-appellee Guillermo that he had fully paid the subject loan already.
The foregoing deserves scant consideration.
Here, plaintiff-appellant could have easily belied the existence of Exhs. “3” to “64”, the pesadas or receipts, and the purposes for which they were offered in evidence by simply presenting his daughter, Elena Tan Shuy, but no effort to do so was actually done by the former given that scenario.[15] (Emphasis supplied)
We found no clear showing that the trial court and the CA committed reversible errors of law in giving credence and according weight to the pesadas presented by respondents. According to Rule 132, Section 20 of the Rules of Court, there are two ways of proving the due execution and authenticity of a private document, to wit:
SEC. 20. Proof of private document. –
Before any private document offered as authentic is received in evidence, its due execution and authenticity must be proved either:
34
(a) By anyone who saw the document executed or written; or
(b) By evidence of the genuineness of the signature or handwriting of the maker.
Any other private document need only be identified as that which it is claimed to be. (21a)
As reproduced above, the trial court found that the due execution and authenticity of the pesadas were “established by the plaintiff’s daughter Elena Tan and sometimes by plaintiff’s son Vicente Tan.”[16] The RTC said:
On cross-examination, [Vicente] reiterated that he and her [sic] sister Elena Tan who acted as their cashier are helping their father in their business of buying copras and mais. That witness agreed that in the business of buying copra and mais of their father, if a seller is selling copra, a pesada is being issued by his sister. The pesada that she is preparing consists of the date when the copra is being sold to the seller. Being familiar with the penmanship of Elena Tan, the witness was shown a sample of the pesada issued by his sister Elena Tan. x x x
x x x x x x x x x
x x x. He clarified that in the “pesada” (Exh. “1”) prepared by Elena and also in Exh “2”, there appears on the lower right hand portion of the said pesadas the letter “pd”, the meaning of which is to the effect that the seller of the copra has already been paid during that day. He also confirmed the penmanship and handwriting of his sister Ate Elena who acted as a cashier in the pesada being shown to him. He was even made to compare the xerox copies of the pesadas with the original copies presented to him and affirmed that they are faithful reproduction of the originals.[17] (Emphasis supplied)
In any event, petitioner is already estopped from questioning the due execution and authenticity of the pesadas. As found by the CA, Tan Shuy “could have easily belied the existence of x x x the pesadas or receipts, and the purposes
for which they were offered in evidence by simply presenting his daughter, Elena Tan Shuy, but no effort to do so was actually done by the former given that scenario.” The pesadashaving been admitted in evidence, with petitioner failing to timely object thereto, these documents are already deemed sufficient proof of the facts contained therein.[18] We hereby uphold the factual findings of the RTC, as affirmed by the CA, in that the pesadas served as proof that the net proceeds from the copra deliveries were used as installment payments for the debts of respondents.[19]
Indeed, pursuant to Article 1232 of the Civil Code, an obligation is extinguished by payment or performance. There is payment when there is delivery of money or performance of an obligation.[20] Article 1245 of the Civil Code provides for a special mode of payment called dation in payment (dación en pago). There is dation in payment when property is alienated to the creditor in satisfaction of a debt in money.[21] Here, the debtor delivers and transmits to the creditor the former’s ownership over a thing as an accepted equivalent of the payment or performance of an outstanding debt.[22] In such cases, Article 1245 provides that the law on sales shall apply, since the undertaking really partakes – in one sense – of the nature of sale; that is, the creditor is really buying the thing or property of the debtor, the payment for which is to be charged against the debtor’s obligation.[23] Dation in payment extinguishes the obligation to the extent of the value of the thing delivered, either as agreed upon by the parties or as may be proved, unless the parties by agreement – express or implied, or by their silence – consider the thing as equivalent to the obligation, in which case the obligation is totally extinguished.[24]
The trial court found thus:
x x x [T]he preponderance of evidence is on the side of the defendant. x x x The defendant explained that for the receipts (pesadas) from April 1998 to April 1999 he only gets the payments for trucking while the total amount which represent the total purchase price for the copras that he delivered to the plaintiff were all given to Elena Tan Shuy as installments for the loan he owed to
35
plaintiff. The defendant further averred that if in the receipts or “pesadas” issued by the plaintiff to those who delivered copras to them there is a notation “pd” on the total amount of purchase price of the copras, it means that said amount was actually paid or given by the plaintiff or his daughter Elena Tan Shuy to the seller of the copras. To prove his averments the defendant presented as evidence two (2) receipts or pesadas issued by the plaintiff to a certain “Cariño” (Exhibits “1” and “2” – defendant) showing the notation “pd” on the total amount of the purchase price for the copras. Such claim of the defendant was further bolstered by the testimony of Apolinario Cariño which affirmed that he also sell [sic] copras to the plaintiff Tan Shuy. He also added that he incurred indebtedness to the plaintiff and whenever he delivered copras the amount of the copras sold were applied as payments to his loan. The witness also pointed out that the plaintiff did not give any official receipts to those who transact business with him (plaintiff). x x x
Be that it may, this Court cannot however subscribe to the averments of the defendant that he has fully paid the amount of his loan to the plaintiff from the proceeds of the copras he delivered to the plaintiff as shown in the “pesadas” (Exhibits “3” to “64”). Defendant claimed that based on the said “pesadas” he has paid the total amount of P420,537.68 to the plaintiff. However, this Court keenly noted that some of the “pesadas” offered in evidence by the defendant were not for copras that he delivered to the plaintiff but for “mais” (corn). The said pesadas for mais or corn were the following, to wit:
x x x x x x x x x
To the mind of this Court the aforestated amount (P41,585.25) which the above listed pesadas show as payment for mais or corn delivered by the defendant to the plaintiff cannot be claimed by the defendant to have been applied also as payment to his loan with the plaintiff because he does not testify on such fact. He even stressed during his testimony that it was the proceeds from the copras that he delivered to the plaintiff which will be applied as payments to his loan. x x x Thus, equity dictates that the total amount of P41,585.25
which corresponds to the payment for “mais” (corn) delivered by the plaintiff shall be deducted from the total amount of P420,537.68 which according to the defendant based on the pesadas (Exhibits “3” to “64”) that he presented as evidence, is the total amount of the payment that he made for his loan to the plaintiff.x x x
x x x x x x x x x
Clearly from the foregoing, since the total amount of defendant’s loan to the plaintiff is P420,000.00 and the evidence on record shows that the actual amount of payment made by the defendant from the proceeds of the copras he delivered to the plaintiff is P378,952.43, the defendant is still indebted to the plaintiff in the amount of P41,047.53 (sic) (P420,000.00-P378,952.43).[25] (Emphasis supplied)
In affirming this finding of fact by the trial court, the CA cited the above-quoted portion of the RTC’s Decision and stated the following:
In fact, as borne by the records on hand, herein defendant-appellee Guillermo was able to describe and spell out the contents of Exhs. “3” to “64” which were then prepared by Elena Tan Shuy or sometimes by witness Vicente Tan. Herein defendant-appellee Guillermo professed that since the release of the subject loan was subject to the condition that he shall sell his copras to the plaintiff-appellant, the former did not already receive any money for the copras he delivered to the latter starting April 1998 to April 1999. Hence, this Court can only express its approval to the apt observation of the trial court on this matter[.]
x x x x x x x x x
Notwithstanding the above, however, this Court fully agrees with the pronouncement of the trial court that not all amounts indicated in Exhs. “3” to “64” should be applied as payments to the subject loan since several of which clearly indicated “mais” deliveries on the part of defendant-appellee Guillermo instead of “copras”[.][26] (Emphasis supplied)
36
The subsequent arrangement between Tan Shuy and Guillermo can thus be considered as one in the nature of dation in payment. There was partial payment every time Guillermo delivered copra to petitioner, chose not to collect the net proceeds of his copra deliveries, and instead applied the collectible as installment payments for his loan from Tan Shuy. We therefore uphold the findings of the trial court, as affirmed by the CA, that the net proceeds from Guillermo’s copra deliveries amounted to ₱378,952.43. With this partial payment, respondent remains liable for the balance totaling ₱41,047.57.[27]
WHEREFORE the Petition is DENIED. The 31 July 2009 Decision and 13 November 2009 Resolution of the Court of Appeals in CA-G.R. CV No. 90070 are hereby AFFIRMED.
SO ORDERED.
1250 EXTRAORDINARY INFLATION/DEFLATION
EQUITABLE PCI VS. NG SHEUNG NGOR
This petition for review on certiorari[1] seeks to set aside
the decision[2] of the Court of Appeals (CA) in CA-G.R. SP No.
83112 and its resolution[3] denying reconsideration.
On October 7, 2001, respondents Ng Sheung Ngor,
[4] Ken Appliance Division, Inc. and Benjamin E. Go filed an
action for annulment and/or reformation of documents and
contracts[5] against petitioner Equitable PCI Bank (Equitable)
and its employees, Aimee Yu and Bejan Lionel Apas, in the
Regional Trial Court (RTC), Branch 16 of Cebu City.
[6] They claimed that Equitable induced them to avail of its
peso and dollar credit facilities by offering low interest
rates[7] so they accepted Equitable's proposal and signed the
bank's pre-printed promissory notes on various dates
beginning 1996. They, however, were unaware that the
documents contained identical escalation clauses granting
Equitable authority to increase interest rates without their
consent.[8]
Equitable, in its answer, asserted that respondents
knowingly accepted all the terms and conditions contained in
the promissory notes.[9] In fact, they continuously availed of
and benefited from Equitable's credit facilities for five years.[10]
After trial, the RTC upheld the validity of the promissory
notes. It found that, in 2001 alone, Equitable restructured
respondents' loans amounting to US$228,200 and P1,000,000.
[11] The trial court, however, invalidated the escalation clause
contained therein because it violated the principle of mutuality
of contracts.[12] Nevertheless, it took judicial notice of the steep
depreciation of the peso during the intervening period[13] and
declared the existence of extraordinary deflation.
[14] Consequently, the RTC ordered the use of the 1996 dollar
exchange rate in computing respondents' dollar-denominated
loans.[15] Lastly, because the business reputation of
respondents was (allegedly) severely damaged when
Equitable froze their accounts,[16] the trial court awarded moral
and exemplary damages to them.[17]
The dispositive portion of the February 5, 2004 RTC
decision[18] provided:WHEREFORE, premises considered, judgment is hereby rendered:
A) Ordering [Equitable] to reinstate and return the amount of [respondents'] deposit placed on hold status;
37
B) Ordering [Equitable] to pay [respondents] the sum of P12 [m]illion [p]esos as moral damages;
C) Ordering [Equitable] to pay
[respondents] the sum of P10 [m]illion [p]esos as exemplary damages;
D) Ordering defendants Aimee Yu and
Bejan [Lionel] Apas to pay [respondents], jointly and severally, the sum of [t]wo [m]illion [p]esos as moral and exemplary damages;
E) Ordering [Equitable, Aimee Yu and
Bejan Lionel Apas], jointly and severally, to pay [respondents'] attorney's fees in the sum of P300,000; litigation expenses in the sum of P50,000 and the cost of suit;
F) Directing plaintiffs Ng Sheung Ngor
and Ken Marketing to pay [Equitable] the unpaid principal obligation for the peso loan as well as the unpaid obligation for the dollar denominated loan;
G) Directing plaintiff Ng Sheung Ngor
and Ken Marketing to pay [Equitable] interest as follows:
1) 12% per annum for the peso
loans;
2) 8% per annum for the dollar loans. The basis for the payment of the dollar obligation is the conversion rate of P26.50 per dollar availed of at the time of incurring of the obligation in accordance with Article 1250 of the Civil Code of the Philippines;
H) Dismissing [Equitable's]
counterclaim except the payment of the aforestated unpaid principal loan obligations and interest.
SO ORDERED.[19]
Equitable and respondents filed their respective notices
of appeal.[20]
In the March 1, 2004 order of the RTC, both notices
were denied due course because Equitable and respondents
“failed to submit proof that they paid their respective appeal
fees.”[21]
WHEREFORE, premises considered, the appeal interposed by defendants from the Decision in the above-entitled case is DENIED due course. As of February 27, 2004, the Decision dated February 5, 2004, is considered final and executory in so far as [Equitable, Aimee Yu and Bejan Lionel Apas] are concerned.[22] (emphasis supplied)
Equitable moved for the reconsideration of the March 1,
2004 order of the RTC[23] on the ground that it did in fact pay
the appeal fees. Respondents, on the other hand, prayed for
the issuance of a writ of execution.[24]
On March 24, 2004, the RTC issued an omnibus
order denying Equitable's motion for reconsideration for lack
of merit[25] and ordered the issuance of a writ of execution in
favor of respondents.[26] According to the RTC, because
respondents did not move for the reconsideration of the
previous order (denying due course to the parties’ notices of
appeal),[27] the February 5, 2004 decision became final and
executory as to both parties and a writ of execution against
Equitable was in order.[28]
A writ of execution was thereafter issued[29] and three
real properties of Equitable were levied upon.[30]
On March 26, 2004, Equitable filed a petition for relief in
the RTC from the March 1, 2004 order.[31] It, however, withdrew
38
that petition on March 30, 2004[32] and instead filed a petition
for certiorari with an application for an injunction in the CA to
enjoin the implementation and execution of the March 24, 2004
omnibus order.[33]
On June 16, 2004, the CA granted Equitable's
application for injunction. A writ of preliminary injunction was
correspondingly issued.[34]
Notwithstanding the writ of injunction, the properties of
Equitable previously levied upon were sold in a public auction
on July 1, 2004. Respondents were the highest bidders and
certificates of sale were issued to them.[35]
On August 10, 2004, Equitable moved to annul the July
1, 2004 auction sale and to cite the sheriffs who conducted the
sale in contempt for proceeding with the auction despite the
injunction order of the CA.[36]
On October 28, 2005, the CA dismissed the petition for
certiorari.[37] It found Equitable guilty of forum shopping
because the bank filed its petition for certiorari in the CA
several hours before withdrawing its petition for relief in the
RTC.[38] Moreover, Equitable failed to disclose, both in the
statement of material dates and certificate of non-forum
shopping (attached to its petition for certiorari in the CA), that it
had a pending petition for relief in the RTC.[39]
Equitable moved for reconsideration[40] but it was denied.
[41] Thus, this petition.
Equitable asserts that it was not guilty of forum shopping
because the petition for relief was withdrawn on the same
day the petition for certiorari was filed.[42] It likewise avers that
its petition for certiorari was meritorious because the RTC
committed grave abuse of discretion in issuing the March 24,
2004 omnibus order which was based on an erroneous
assumption. The March 1, 2004 order denying its notice of
appeal for non payment of appeal fees was erroneous because
it had in fact paid the required fees.[43] Thus, the RTC, by
issuing its March 24, 2004 omnibus order, effectively
prevented Equitable from appealing the patently
wrong February 5, 2004 decision.[44]
This petition is meritorious.
EQUITABLE WAS NOT GUILTY OF FORUM SHOPPING
Forum shopping exists when two or more actions
involving the same transactions, essential facts and
circumstances are filed and those actions raise identical
issues, subject matter and causes of action.[45] The test is
whether, in two or more pending cases, there is identity of
parties, rights or causes of actions and reliefs.[46]
Equitable's petition for relief in the RTC and its petition
for certiorari in the CA did not have identical causes of action.
The petition for relief from the denial of its notice of appeal was
based on the RTC’s judgment or final order preventing it from
taking an appeal by “fraud, accident, mistake or excusable
negligence.”[47] On the other hand, its petition for certiorari in
the CA, a special civil action, sought to correct the grave abuse
39
of discretion amounting to lack of jurisdiction committed by the
RTC.[48]
In a petition for relief, the judgment or final order is
rendered by a court with competent jurisdiction. In a petition for
certiorari, the order is rendered by a court without or in excess
of its jurisdiction.
Moreover, Equitable substantially complied with the rule
on non-forum shopping when it moved to withdraw its petition
for relief in the RTC on the same day (in fact just four hours
and forty minutes after) it filed the petition for certiorari in the
CA. Even if Equitable failed to disclose that it had a pending
petition for relief in the RTC, it rectified what was doubtlessly a
careless oversight by withdrawing the petition for relief just a
few hours after it filed its petition for certiorari in the CA ― a
clear indication that it had no intention of maintaining the two
actions at the same time.
THE TRIAL COURT COMMITTED GRAVE ABUSE OF DISCRETION IN ISSUING ITS MARCH 1, 2004 AND MARCH 24, 2004 ORDERS
Section 1, Rule 65 of the Rules of Court provides: Section 1. Petition for Certiorari. When any tribunal, board or officer exercising judicial or quasi-judicial function has acted without or in excess of its or his jurisdiction, or with grave abuse of discretion amounting to lack or excess of jurisdiction, and there is no appeal, nor any plain, speedy or adequate remedy in the ordinary course of law, a person aggrieved thereby may file a verified petition in the proper court, alleging the facts with certainty and praying that judgment be rendered annulling or modifying the proceedings of such tribunal, board or
officer, and granting such incidental reliefs as law and justice may require. The petition shall be accompanied by a certified true copy of the judgment, order or resolution subject thereof, copies of all pleadings and documents relevant and pertinent thereto, and a sworn certificate of non-forum shopping as provided in the third paragraph of Section 3, Rule 46.
There are two substantial requirements in a petition for
certiorari. These are:
1. that the tribunal, board or officer exercising judicial or quasi-judicial functions acted without or in excess of his or its jurisdiction or with grave abuse of discretion amounting to lack or excess of jurisdiction; and
2. that there is no appeal or any
plain, speedy and adequate remedy in the ordinary course of law.
For a petition for certiorari premised on grave abuse of
discretion to prosper, petitioner must show that the public
respondent patently and grossly abused his discretion and that
abuse amounted to an evasion of positive duty or a virtual
refusal to perform a duty enjoined by law or to act at all in
contemplation of law, as where the power was exercised in an
arbitrary and despotic manner by reason of passion or hostility.
[49]
The March 1, 2004 order denied due course to the
notices of appeal of both Equitable and respondents. However,
it declared that the February 5, 2004 decision was final and
executory only with respect to Equitable.[50] As expected,
the March 24, 2004 omnibus order denied Equitable's motion
40
for reconsideration and granted respondents' motion for the
issuance of a writ of execution.[51]
The March 1, 2004 and March 24, 2004 orders of the
RTC were obviously intended to prevent Equitable, et al. from
appealing the February 5, 2004 decision. Not only that. The
execution of the decision was undertaken with indecent haste,
effectively obviating or defeating Equitable's right to avail of
possible legal remedies. No matter how we look at it, the RTC
committed grave abuse of discretion in rendering those orders.
With regard to whether Equitable had a plain, speedy
and adequate remedy in the ordinary course of law, we hold
that there was none. The RTC denied due course to its notice
of appeal in the March 1, 2004 order. It affirmed that denial in
the March 24, 2004 omnibus order. Hence, there was no way
Equitable could have possibly appealed the February 5, 2004
decision.[52]
Although Equitable filed a petition for relief from the
March 24, 2004 order, that petition was not a plain, speedy and
adequate remedy in the ordinary course of law.[53] A petition
for relief under Rule 38 is an equitable remedy allowed only in
exceptional circumstances or where there is no other available
or adequate remedy.[54]
Thus, we grant Equitable's petition for certiorari and
consequently give due course to its appeal.
EQUITABLE RAISED PURE QUESTIONS OF LAW IN ITS
PETITION FOR REVIEW
The jurisdiction of this Court in Rule 45 petitions is
limited to questions of law.[55] There is a question of law “when
the doubt or controversy concerns the correct application of
law or jurisprudence to a certain set of facts; or when the issue
does not call for the probative value of the evidence presented,
the truth or falsehood of facts being admitted.”[56]
Equitable does not assail the factual findings of the trial
court. Its arguments essentially focus on the nullity of the
RTC’s February 5, 2004 decision. Equitable points out that that
decision was patently erroneous, specially the exorbitant
award of damages, as it was inconsistent with existing law
and jurisprudence.[57]
THE PROMISSORY NOTES WERE VALID
The RTC upheld the validity of the promissory notes
despite respondents’ assertion that those documents were
contracts of adhesion.
A contract of adhesion is a contract whereby almost all
of its provisions are drafted by one party.[58] The participation of
the other party is limited to affixing his signature or his
“adhesion” to the contract.[59] For this reason, contracts of
adhesion are strictly construed against the party who drafted it.
[60]
It is erroneous, however, to conclude that contracts of
adhesion are invalid per se. They are, on the contrary, as
binding as ordinary contracts. A party is in reality free to accept
or reject it. A contract of adhesion becomes void only when the
dominant party takes advantage of the weakness of the other
41
party, completely depriving the latter of the opportunity to
bargain on equal footing.[61]
That was not the case here. As the trial court noted, if
the terms and conditions offered by Equitable had been truly
prejudicial to respondents, they would have walked out and
negotiated with another bank at the first available instance. But
they did not. Instead, they continuously availed of Equitable's
credit facilities for five long years.
While the RTC categorically found that respondents had
outstanding dollar- and peso-denominated loans with
Equitable, it, however, failed to ascertain the total amount due
(principal, interest and penalties, if any) as of July 9,
2001. The trial court did not explain how it arrived at the
amounts of US$228,200 and P1,000,000.[62] In Metro Manila
Transit Corporation v. D.M. Consunji,[63] we reiterated that this
Court is not a trier of facts and it shall pass upon them only for
compelling reasons which unfortunately are not present in this
case.[64]Hence, we ordered the partial remand of the case for
the sole purpose of determining the amount of actual
damages.[65]
ESCALATION CLAUSE VIOLATED THE PRINCIPLE OF
MUTUALITY OF CONTRACTS
Escalation clauses are not void per se. However, one
“which grants the creditor an unbridled right to adjust the
interest independently and upwardly, completely depriving the
debtor of the right to assent to an important modification in the
agreement” is void. Clauses of that nature violate the principle
of mutuality of contracts.[66] Article 1308[67] of the Civil Code
holds that a contract must bind both contracting parties; its
validity or compliance cannot be left to the will of one of them.
[68]
For this reason, we have consistently held that a valid
escalation clause provides:
1. that the rate of interest will only be increased if the applicable maximum rate of interest is increased by law or by the Monetary Board; and
2. that the stipulated rate of
interest will be reduced if the applicable maximum rate of interest is reduced by law or by the Monetary Board (de-escalation clause).[69]
The RTC found that Equitable's promissory notes
uniformly stated: If subject promissory note is extended, the interest for subsequent extensions shall be at such rate as shall be determined by the bank.[70]
Equitable dictated the interest rates if the term (or
period for repayment) of the loan was extended. Respondents
had no choice but to accept them. This was a violation of
Article 1308 of the Civil Code. Furthermore, the assailed
escalation clause did not contain the necessary provisions for
validity, that is, it neither provided that the rate of interest would
be increased only if allowed by law or the Monetary Board, nor
allowed de-escalation. For these reasons, the escalation
clause was void.
With regard to the proper rate of interest, in New
Sampaguita Builders v. Philippine National Bank[71] we held 42
that, because the escalation clause was annulled, the principal
amount of the loan was subject to the original or stipulated rate
of interest. Upon maturity, the amount due was subject to legal
interest at the rate of 12% per annum.[72]
Consequently, respondents should pay Equitable the
interest rates of 12.66% p.a. for their dollar-denominated loans
and 20% p.a. for their peso-denominated loans from January
10, 2001 to July 9, 2001. Thereafter, Equitable was entitled to
legal interest of 12% p.a. on all amounts due. THERE WAS NO EXTRAORDINARY DEFLATION.
Extraordinary inflation exists when there is an unusual
decrease in the purchasing power of currency (that is, beyond
the common fluctuation in the value of currency) and such
decrease could not be reasonably foreseen or was manifestly
beyond the contemplation of the parties at the time of the
obligation. Extraordinary deflation, on the other hand, involves
an inverse situation.[73]
Article 1250 of the Civil Code provides: Article 1250. In case an extraordinary inflation or deflation of the currency stipulated should intervene, the value of the currency at the time of the establishment of the obligation shall be the basis of payment, unless there is an agreement to the contrary.
For extraordinary inflation (or deflation) to affect an
obligation, the following requisites must be proven:1. that there was an official
declaration of extraordinary inflation or deflation from the Bangko Sentral ng Pilipinas (BSP);[74]
2. that the obligation was
contractual in nature;[75] and
3. that the parties expressly agreed to consider the effects of the extraordinary inflation or deflation.[76]
Despite the devaluation of the peso, the BSP never
declared a situation of extraordinary inflation. Moreover,
although the obligation in this instance arose out of a contract,
the parties did not agree to recognize the effects of
extraordinary inflation (or deflation).[77] The RTC never
mentioned that there was a such stipulation either in the
promissory note or loan agreement. Therefore, respondents
should pay their dollar-denominated loans at the exchange
rate fixed by the BSP on the date of maturity.[78] THE AWARD OF MORAL AND EXEMPLARY DAMAGES LACKED BASIS
Moral damages are in the category of an award
designed to compensate the claimant for actual injury suffered,
not to impose a penalty to the wrongdoer.[79] To be entitled to
moral damages, a claimant must prove:
1. That he or she suffered besmirched reputation, or physical, mental or psychological suffering sustained by the claimant;
2. That the defendant committed a
wrongful act or omission;
3. That the wrongful act or omission was the proximate cause of the damages the claimant sustained;
4. The case is predicated on any of
the instances expressed or envisioned by Article 2219[80] and 2220[81]. [82]
43
In culpa contractual or breach of contract, moral
damages are recoverable only if the defendant acted
fraudulently or in bad faith or in wanton disregard of his
contractual obligations.[83] The breach must be wanton,
reckless, malicious or in bad faith, and oppressive or abusive.
[84]
The RTC found that respondents did not pay Equitable
the interest due on February 9, 2001 (or any month thereafter
prior to the maturity of the loan)[85] or the amount due (principal
plus interest) due on July 9, 2001.[86] Consequently, Equitable
applied respondents' deposits to their loans upon maturity.
The relationship between a bank and its depositor is that
of creditor and debtor.[87] For this reason, a bank has the right
to set-off the deposits in its hands for the payment of a
depositor's indebtedness.[88]
Respondents indeed defaulted on their obligation. For
this reason, Equitable had the option to exercise its legal right
to set-off or compensation. However, the RTC mistakenly (or,
as it now appears, deliberately) concluded that Equitable acted
“fraudulently or in bad faith or in wanton disregard” of its
contractual obligations despite the absence of proof. The
undeniable fact was that, whatever damage respondents
sustained was purely the consequence of their failure to
pay their loans. There was therefore absolutely no basis for
the award of moral damages to them.
Neither was there reason to award exemplary damages.
Since respondents were not entitled to moral damages, neither
should they be awarded exemplary damages.[89] And if
respondents were not entitled to moral and exemplary
damages, neither could they be awarded attorney's fees and
litigation expenses.[90]
ACCORDINGLY, the petition is hereby GRANTED.
The October 28, 2005 decision and February 3, 2006
resolution of the Court of Appeals in CA-G.R. SP No. 83112
are herebyREVERSED and SET ASIDE.
The March 24, 2004 omnibus order of the Regional Trial
Court, Branch 16, Cebu City in Civil Case No. CEB-26983 is
herebyANNULLED for being rendered with grave abuse of
discretion amounting to lack or excess of jurisdiction. All
proceedings undertaken pursuant thereto are likewise declared
null and void.
The March 1, 2004 order of the Regional Trial Court,
Branch 16 of Cebu City in Civil Case No. CEB-26983 is
hereby SET ASIDE. The appeal of petitioners Equitable PCI
Bank, Aimee Yu and Bejan Lionel Apas is therefore given due
course.
The February 5, 2004 decision of the Regional Trial
Court, Branch 16 of Cebu City in Civil Case No. CEB-26983 is
accordingly SET ASIDE. New judgment is hereby entered:
1. ordering respondents Ng Sheung Ngor,
doing business under the name and style of
44
“Ken Marketing,” Ken Appliance Division,
Inc. and Benjamin E. Go to pay petitioner
Equitable PCI Bank the principal amount of
their dollar- and peso-denominated loans;
2. ordering respondents Ng Sheung Ngor,
doing business under the name and style of
“Ken Marketing,” Ken Appliance Division,
Inc. and Benjamin E. Go to pay petitioner
Equitable PCI Bank interest at:
a) 12.66% p.a. with respect to
their dollar-denominated loans from
January 10, 2001 to July 9, 2001;
b) 20% p.a. with respect to their
peso-denominated loans from
January 10, 2001 to July 9, 2001;[91]
c) pursuant to our ruling in Eastern
Shipping Lines v. Court of Appeals,
[92] the total amount due on July 9,
2001 shall earn legal interest at
12% p.a. from the time petitioner
Equitable PCI Bank demanded
payment, whether judicially or
extra-judicially; and
d) after this Decision becomes final
and executory, the applicable rate
shall be 12% p.a. until full
satisfaction;
3. all other claims and counterclaims are
dismissed.
As a starting point, the Regional Trial Court, Branch 16
of Cebu City shall compute the exact amounts due on the
respective dollar-denominated and peso-denominated loans,
as of July 9, 2001, of respondents Ng Sheung Ngor, doing
business under the name and style of “Ken Marketing,” Ken
Appliance Division and Benjamin E. Go.
SO ORDERED.
ALMEDA VS BATHALA MARKETING NACHURA, J.:
This is a Petition for Review on Certiorari under Rule 45 of the Rules of Court, of the Decision[1] of the Court of
Appeals (CA), dated September 3, 2001, in CA-G.R. CV No.
67784, and its Resolution[2] dated November 19, 2001. The
assailed Decision affirmed with modification the Decision[3] of
the Regional Trial Court (RTC), Makati City, Branch 136,
dated May 9, 2000 in Civil Case No. 98-411.
Sometime in May 1997, respondent Bathala Marketing
Industries, Inc., as lessee, represented by its president Ramon
H. Garcia, renewed its Contract of Lease[4] with Ponciano L.
Almeda (Ponciano), as lessor, husband of petitioner Eufemia
and father of petitioner Romel Almeda. Under the said
contract, Ponciano agreed to lease a portion of the Almeda
Compound, located at 2208 Pasong Tamo Street, Makati City,
consisting of 7,348.25 square meters, for a monthly rental
of P1,107,348.69, for a term of four (4) years from May 1, 1997
unless sooner terminated as provided in the contract.[5] The
contract of lease contained the following pertinent provisions
which gave rise to the instant case:
SIXTH – It is expressly understood by the parties hereto that the rental rate stipulated is based on the present rate of assessment on the property, and that in case the assessment should hereafter be increased or any new tax, charge or burden be imposed by authorities on the lot and building where the leased premises are located, LESSEE shall pay, when the rental
45
herein provided becomes due, the additional rental or charge corresponding to the portion hereby leased; provided, however, that in the event that the present assessment or tax on said property should be reduced, LESSEE shall be entitled to reduction in the stipulated rental, likewise in proportion to the portion leased by him; SEVENTH – In case an extraordinary inflation or devaluation of Philippine Currency should supervene, the value of Philippine peso at the time of the establishment of the obligation shall be the basis of payment;[6]
During the effectivity of the contract, Ponciano
died. Thereafter, respondent dealt with petitioners. In a
letter[7] dated December 29, 1997, petitioners advised
respondent that the former shall assess and collect Value
Added Tax (VAT) on its monthly rentals. In response,
respondent contended that VAT may not be imposed as the
rentals fixed in the contract of lease were supposed to include
the VAT therein, considering that their contract was executed
on May 1, 1997 when the VAT law had long been in effect.[8]
On January 26, 1998, respondent received another
letter from petitioners informing the former that its monthly
rental should be increased by 73% pursuant to condition No. 7
of the contract and Article 1250 of the Civil Code. Respondent
opposed petitioners’ demand and insisted that there was no
extraordinary inflation to warrant the application of Article 1250
in light of the pronouncement of this Court in various cases.[9]
Respondent refused to pay the VAT and adjusted
rentals as demanded by petitioners but continued to pay the
stipulated amount set forth in their contract.
On February 18, 1998, respondent instituted an action
for declaratory relief for purposes of determining the correct
interpretation of condition Nos. 6 and 7 of the lease contract to
prevent damage and prejudice.[10] The case was docketed as
Civil Case No. 98-411 before the RTC of Makati.
On March 10, 1998, petitioners in turn filed an action
for ejectment, rescission and damages against respondent for
failure of the latter to vacate the premises after the demand
made by the former.[11] Before respondent could file an
answer, petitioners filed a Notice of Dismissal.[12] They
subsequently refiled the complaint before the Metropolitan Trial
Court of Makati; the case was raffled to Branch 139 and was
docketed as Civil Case No. 53596.
Petitioners later moved for the dismissal of the
declaratory relief case for being an improper remedy
considering that respondent was already in breach of the
obligation and that the case would not end the litigation and
settle the rights of the parties. The trial court, however, was
not persuaded, and consequently, denied the motion.
After trial on the merits, on May 9, 2000, the RTC
ruled in favor of respondent and against petitioners. The
pertinent portion of the decision reads:
WHEREFORE, premises
considered, this Court renders judgment on the case as follows:
1) declaring that plaintiff is not liable
for the payment of Value-Added Tax (VAT) of 10% of the rent for [the] use of the leased premises;
2) declaring that plaintiff is not liable
for the payment of any rental adjustment, there being no [extraordinary] inflation or devaluation, as provided in the Seventh Condition of the lease contract, to justify the same;
3) holding defendants liable to
plaintiff for the total amount of P1,119,102.19, said amount representing payments erroneously made by plaintiff as VAT charges and rental adjustment for the months of January, February and March, 1999; and
4) holding defendants liable to
plaintiff for the amount of P1,107,348.69, said amount representing the balance of plaintiff’s rental deposit still with defendants.
46
SO ORDERED.[13]
The trial court denied petitioners their right to pass on to
respondent the burden of paying the VAT since it was not a
new tax that would call for the application of the sixth clause of
the contract. The court, likewise, denied their right to collect
the demanded increase in rental, there being no extraordinary
inflation or devaluation as provided for in the seventh clause of
the contract. Because of the payment made by respondent of
the rental adjustment demanded by petitioners, the court
ordered the restitution by the latter to the former of the
amounts paid, notwithstanding the well-established rule that in
an action for declaratory relief, other than a declaration of
rights and obligations, affirmative reliefs are not sought by or
awarded to the parties.
Petitioners elevated the aforesaid case to the Court of
Appeals which affirmed with modification the RTC
decision. The fallo reads:
WHEREFORE, premises considered, the present appeal is DISMISSED and the appealed decision in Civil Case No. 98-411 is hereby AFFIRMED with MODIFICATION in that the order for the return of the balance of the rental deposits and of the amounts representing the 10% VAT and rental adjustment, is hereby DELETED. No pronouncement as to costs. SO ORDERED.[14]
The appellate court agreed with the conclusions of law
and the application of the decisional rules on the matter made
by the RTC. However, it found that the trial court exceeded its
jurisdiction in granting affirmative relief to the respondent,
particularly the restitution of its excess payment.
Petitioners now come before this Court raising the
following issues:
I.WHETHER OR NOT ARTICLE 1250 OF THE NEW CIVIL CODE IS APPLICABLE TO THE CASE AT BAR.
II.WHETHER OR NOT THE DOCTRINE ENUNCIATED IN FILIPINO PIPE AND FOUNDRY CORP. VS. NAWASA CASE, 161 SCRA 32 AND COMPANION CASES ARE (sic) APPLICABLE IN THE CASE AT BAR. III.WHETHER OR NOT IN NOT APPLYING THE DOCTRINE IN THE CASE OF DEL ROSARIO VS. THE SHELL COMPANY OF THEPHILIPPINES, 164 SCRA 562, THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED ON A QUESTION OF LAW. IV.WHETHER OR NOT THE FINDING OF THE HONORABLE COURT OF APPEALS THAT RESPONDENT IS NOT LIABLE TO PAY THE 10% VALUE ADDED TAX IS IN ACCORDANCE WITH THE MANDATE OF RA 7716.
V.WHETHER OR NOT DECLARATORY RELIEF IS PROPER SINCE PLAINTIFF-APPELLEE WAS IN BREACH WHEN THE PETITION FOR DECLARATORY RELIEF WAS FILED BEFORE THE TRIAL COURT.
In fine, the issues for our resolution are as follows: 1)
whether the action for declaratory relief is proper; 2) whether
respondent is liable to pay 10% VAT pursuant to Republic Act
(RA) 7716; and 3) whether the amount of rentals due the
petitioners should be adjusted by reason of extraordinary
inflation or devaluation.
Declaratory relief is defined as an action by any
person interested in a deed, will, contract or other written
instrument, executive order or resolution, to determine any
question of construction or validity arising from the instrument,
executive order or regulation, or statute, and for a declaration
of his rights and duties thereunder. The only issue that may be
raised in such a petition is the question of construction or
validity of provisions in an instrument or statute. Corollary is
the general rule that such an action must be justified, as no
47
other adequate relief or remedy is available under the
circumstances. [15]
Decisional law enumerates the requisites of an action
for declaratory relief, as follows: 1) the subject matter of the
controversy must be a deed, will, contract or other written
instrument, statute, executive order or regulation, or ordinance;
2) the terms of said documents and the validity thereof are
doubtful and require judicial construction; 3) there must have
been no breach of the documents in question; 4) there must be
an actual justiciable controversy or the “ripening seeds” of one
between persons whose interests are adverse; 5) the issue
must be ripe for judicial determination; and 6) adequate relief is
not available through other means or other forms of action or
proceeding.[16]
It is beyond cavil that the foregoing requisites are
present in the instant case, except that petitioners insist that
respondent was already in breach of the contract when the
petition was filed.
We do not agree.
After petitioners demanded payment of adjusted rentals
and in the months that followed, respondent complied with the
terms and conditions set forth in their contract of lease by
paying the rentals stipulated therein. Respondent religiously
fulfilled its obligations to petitioners even during the pendency
of the present suit. There is no showing that respondent
committed an act constituting a breach of the subject contract
of lease. Thus, respondent is not barred from instituting before
the trial court the petition for declaratory relief.
Petitioners claim that the instant petition is not proper
because a separate action for rescission, ejectment and
damages had been commenced before another court; thus, the
construction of the subject contractual provisions should be
ventilated in the same forum.
We are not convinced.
It is true that in Panganiban v. Pilipinas Shell Petroleum Corporation[17] we held that the petition for declaratory relief
should be dismissed in view of the pendency of a separate
action for unlawful detainer. However, we cannot apply the
same ruling to the instant case. In Panganiban, the unlawful detainer case had already been resolved by the trial court
before the dismissal of the declaratory relief case; and it was
petitioner in that case who insisted that the action for
declaratory relief be preferred over the action for unlawful
detainer. Conversely, in the case at bench, the trial court had
not yet resolved the rescission/ejectment case during the
pendency of the declaratory relief petition. In fact, the trial
court, where the rescission case was on appeal, itself initiated
the suspension of the proceedings pending the resolution of
the action for declaratory relief.
We are not unmindful of the doctrine enunciated
in Teodoro, Jr. v. Mirasol[18] where the declaratory relief action was dismissed because the issue therein could be threshed out
in the unlawful detainer suit. Yet, again, in that case, there was
already a breach of contract at the time of the filing of the
declaratory relief petition. This dissimilar factual milieu
proscribes the Court from applying Teodoro to the instant case.
Given all these attendant circumstances, the Court is
disposed to entertain the instant declaratory relief action
instead of dismissing it, notwithstanding the pendency of the
ejectment/rescission case before the trial court. The resolution
of the present petition would write finisto the parties’ dispute, as it would settle once and for all the question of the proper
interpretation of the two contractual stipulations subject of this
controversy.
Now, on the substantive law issues.
Petitioners repeatedly made a demand on respondent
for the payment of VAT and for rental adjustment allegedly
brought about by extraordinary inflation or devaluation. Both
48
the trial court and the appellate court found no merit in
petitioners’ claim. We see no reason to depart from such
findings.
As to the liability of respondent for the payment of VAT,
we cite with approval the ratiocination of the appellate
court, viz.:
Clearly, the person primarily liable for the payment of VAT is the lessor who may choose to pass it on to the lessee or absorb the same. Beginning January 1, 1996, the lease of real property in the ordinary course of business, whether for commercial or residential use, when the gross annual receipts exceed P500,000.00, is subject to 10% VAT. Notwithstanding the mandatory payment of the 10% VAT by the lessor, the actual shifting of the said tax burden upon the lessee is clearly optional on the part of the lessor, under the terms of the statute. The word “may” in the statute, generally speaking, denotes that it is directory in nature. It is generally permissive only and operates to confer discretion. In this case, despite the applicability of the rule under Sec. 99 of the NIRC, as amended by R.A. 7716, granting the lessor the option to pass on to the lessee the 10% VAT, to existing contracts of lease as of January 1, 1996, the original lessor, Ponciano L. Almeda did not charge the lessee-appellee the 10% VAT nor provided for its additional imposition when they renewed the contract of lease in May 1997. More significantly, said lessor did not actually collect a 10% VAT on the monthly rental due from the lessee-appellee after the execution of the May 1997 contract of lease. The inevitable implication is that the lessor intended not to avail of the option granted him by law to shift the 10% VAT upon the lessee-appellee. x x x.[19]
In short, petitioners are estopped from shifting to respondent
the burden of paying the VAT.
Petitioners’ reliance on the sixth condition of the
contract is, likewise, unavailing. This provision clearly states
that respondent can only be held liable for new taxes imposed after the effectivity of the contract of lease, that is, after May
1997, and only if they pertain to the lot and the building where
the leased premises are located. Considering that RA 7716
took effect in 1994, the VAT cannot be considered as a “new
tax” in May 1997, as to fall within the coverage of the sixth
stipulation.
Neither can petitioners legitimately demand rental
adjustment because of extraordinary inflation or devaluation.
Petitioners contend that Article 1250 of the Civil Code
does not apply to this case because the contract stipulation
speaks of extraordinary inflation or devaluation while the Code
speaks of extraordinary inflation or deflation. They insist that
the doctrine pronounced in Del Rosario v. The Shell Company, Phils. Limited[20] should apply.
Essential to contract construction is the ascertainment of
the intention of the contracting parties, and such determination
must take into account the contemporaneous and subsequent
acts of the parties. This intention, once ascertained, is deemed
an integral part of the contract.[21]
While, indeed, condition No. 7 of the contract speaks of
“extraordinary inflation or devaluation” as compared to Article
1250’s “extraordinary inflation or deflation,” we find that when
the parties used the term “devaluation,” they really did not
intend to depart from Article 1250 of the Civil Code. Condition
No. 7 of the contract should, thus, be read in harmony with the
Civil Code provision.
That this is the intention of the parties is evident from
petitioners’ letter[22] dated January 26, 1998, where, in
demanding rental adjustment ostensibly based on condition
No. 7, petitioners made explicit reference to Article 1250 of the
Civil Code, even quoting the law verbatim. Thus, the
application of Del Rosario is not warranted. Rather,
jurisprudential rules on the application of Article 1250 should be
considered.
49
Article 1250 of the Civil Code states: In case an extraordinary inflation or deflation of the currency stipulated should supervene, the value of the currency at the time of the establishment of the obligation shall be the basis of payment, unless there is an agreement to the contrary.
Inflation has been defined as the sharp increase of
money or credit, or both, without a corresponding increase in
business transaction. There is inflation when there is an
increase in the volume of money and credit relative to available
goods, resulting in a substantial and continuing rise in the
general price level.[23] In a number of cases, this Court had
provided a discourse on what constitutes extraordinary
inflation, thus:
[E]xtraordinary inflation exists when there is a decrease or increase in the purchasing power of the Philippine currency which is unusual or beyond the common fluctuation in the value of said currency, and such increase or decrease could not have been reasonably foreseen or was manifestly beyond the contemplation of the parties at the time of the establishment of the obligation.[24]
The factual circumstances obtaining in the present case
do not make out a case of extraordinary inflation or devaluation
as would justify the application of Article 1250 of the Civil
Code. We would like to stress that the erosion of the value of
the Philippine peso in the past three or four decades, starting in
the mid-sixties, is characteristic of most currencies. And while
the Court may take judicial notice of the decline in the
purchasing power of the Philippine currency in that span of time,
such downward trend of the peso cannot be considered as the
extraordinary phenomenon contemplated by Article 1250 of the
Civil Code. Furthermore, absent an official pronouncement or
declaration by competent authorities of the existence of
extraordinary inflation during a given period, the effects of
extraordinary inflation are not to be applied. [25]
WHEREFORE, premises considered, the petition
is DENIED. The Decision of the Court of Appeals in CA-G.R. CV No. 67784,dated September 3, 2001, and its Resolution
dated November 19, 2001, are AFFIRMED.
SO ORDERED.
50