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182963 June 3, 2013
SPOUSES DEO AGNER and MARICON AGNER, Petitioners, vs. BPI FAMILY SAVINGS BANK, INC., Respondent. DECISION 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 Appeals10 ruling. 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
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 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
regardless of maturity. iniquitous. the petition is DENIED and the Court AFFIRMS WITH MODIFICATION the April 30. 2002 until fully paid. As there was no seizure that transpired. to be reckoned from May 16. it cannot be said that petitioners were deprived of the use and enjoyment of the mortgaged vehicle or that respondent pursued. Petitioners spouses Deo Agner and Maricon Agner are ORDERED to pay. 2002 until full payment and with the remaining outstanding balance of their car loan as of May 15.32 Since the stipulation on the interest rate is void for being contrary to morals. The trial court.(2) the costs of suit. therefore.31 While Central Bank Circular No." Certainly. effectively removed the ceiling on interest rates for both secured and unsecured loans. . Inc. 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. 86021. SO ORDERED. commenced or concluded its actual foreclosure. 2002 as the base amount. 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. respondent BPI Family Savings Bank. Plaintiff further prays for such other relief as this Honorable Court may deem just and equitable in the premises. 1983. if not against the law. and exorbitant. it is as if there was no express contract on said interest rate. unconscionable. the vehicle subject matter of this case was never recovered and delivered to respondent despite the issuance of a writ of replevin. jointly and severally. 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. there is no double recovery or unjust enrichment30 to speak of. which took effect on January 1. the interest rate may be reduced as reason and equity demand. 2008 Resolution of the Court of Appeals in CA-G.29 Compared with Elisco. ( 1) the remaining outstanding balance of their auto loan obligation as of May 15.33 WHEREFORE.1âwphi1 All the foregoing notwithstanding. 2007 Decision and May 19. which is equivalent to the remedy of "exacting fulfillment of the obligation. and (2) costs of suit.R. thus. 2002 with interest at one percent ( 1 o/o) per month from May 16. 905-82. CV No. rightfully granted the alternative prayer for sum of money.
and the February 10. the seller retains ownership of the property until the buyer has paid the price in full.000. The Petition for Review on Certiorari1 assails the May 19. Tumibay and Aurora5 T. through a deed of sale10 for an unconscionable amount of P95.6 Factual Antecedents On March 23. Visitacion Lopez (respondent Rowena). No. that petitioner Aurora is the sister of Reynalda Visitacion (Reynalda). 2005 Decision2 of the Court of Appeals (CA) in CA-G.Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G. SPOUSES MELVIN A. 2006 Resolution4 denying petitioner-spouses Delfin O. vs.R. LOPEZ and ROWENA GAY T. Tumibay’s Motion for Reconsideration. CV No. Rowena Gay T. GRACE JULIE ANN TUMIBAY MANUEL. 2003 Decision3 of the Regional Trial Court (RTC) of Malaybalay City. 2759-98. TUMIBAY and AURORA T. 1998. petitioner Aurora. remained a Filipino citizen.171692 June 3. petitioners alleged that they are the owners of a parcel of land located in Sumpong.00 although said property had a market value of more than P2. Bukidnon covered by Transfer Certificate of Title (TCT) No. The case was raffled to Branch 9 and docketed as Civil Case No. Respondents. Reynalda sold the subject land to her daughter.00.000. for these fraudulent . legal representative.: In a contract to sell. 2759-98.R.9 that on July 23. 79029. Petitioners. and recovery of ownership and possession of land with the RTC of Malaybalay City.000. that they are natural born Filipino citizens but petitioner Delfin acquired American citizenship while his wife. petitioners filed a Complaint7 for declaration of nullity ab initio of sale. 2013 SPOUSES DELFIN O. DECISION DEL CASTILLO. TUMIBAY-deceased. 1997. Branch 9 in Civil Case No. J. VISITACION LOPEZ. In their Complaint. which reversed the January 6. Malaybalay. that the subject sale was done without the knowledge and consent of petitioners. T-253348 (subject land) in the name of petitioner Aurora. A -buyer who covertly usurps the seller's ownership of the property prior to the full payment of the price is in breach of the contract and the seller is entitled to rescission because the breach is substantial and fundamental as it defeats the very object of the parties in entering into the contract to sell. and that.
and that petitioners should be held liable for damages for filing the subject Complaint in bad faith. . 1998. viz: WHEREFORE.000. petitioners executed a special power of attorney (SPA)12 in favor of Reynalda granting the latter the power to offer for sale the subject land. respondents filed their Answer11 with counterclaim. On May 19.acts.00 to be paid on installment. in furtherance of the agreement. and that Reynalda. petitioners filed an Answer to Counterclaim. that. Respondents averred that on December 12. as follows. 1990. (3) Ordering respondents. the RTC rendered a Decision in favor of petitioners. respondent Rowena paid the monthly installments thereon as evidenced by money orders. (2) the subject land be reconveyed to petitioners. and (3) respondents be ordered to pay damages. spouses Melvin and Rowena Gay Lopez. respondent Rowena. Respondents prayed that the Complaint be dismissed and that petitioners be ordered to pay damages. 2003. respondent Rowena paid in cash to petitioners the sum of $1. respondents should be held liable for damages. (1) Ordering the petitioners. or if said respondents should refuse to do so or are unable to do so. (2) Ordering the Register of Deeds of Bukidnon to cancel TCT No. which sale is null and void because an agent cannot purchase for herself the property subject of the agency. that from 1995 to 1997. 1997 be declared void ab initio. to execute a Deed of Reconveyance in favor of the petitioners. On May 25. 1995. T-62674 in the name of the respondent Rowena Gay T. respondent Rowena and petitioners agreed that the former would buy the subject land for the price of P800. jointly and severally. Petitioners also claimed that the monthly payments from 1995 to 1997 were mere deposits as requested by respondent Rowena so that she (Rowena) would not spend the same pending their agreement as to the purchase price.000. that on January 25. a deed of sale was executed and the corresponding title was issued in favor of respondent Rowena. executed the deed of sale in her favor but placed it in the name of her daughter. Visitacion-Lopez and to issue a new TCT in the name of the petitioners.000. to return the said amount of $12. that sometime in 1994.00 at the present rate of exchange less the expenses to be incurred for the transfer of the property in question under the name of the petitioners. Decision is hereby rendered.13 Petitioners admitted the existence of the SPA but claimed that Reynalda violated the terms thereof when she (Reynalda) sold the subject land without seeking the approval of petitioners as to the selling price.00. that the subject sale was done with the knowledge and consent of the petitioners as evidenced by the receipt of payment by petitioners. acting with evident bad faith. the Clerk of Court of the RTC and ex-officio Provincial Sheriff to execute such Deed of Reconveyance. Ruling of the Regional Trial Court On January 6. Petitioners prayed that (1) the deed of sale dated July 23. 1998.
17 In reversing the trial court’s Decision. be ordered to reimburse the same without interest. as agent. jointly and severally. (3) the SPA does not sufficiently confer on Reynalda the authority to sell the subject land. In its January 14. the CA rendered the assailed Decision reversing the judgment of the trial court. petitioners should. must pay the costs of this suit. . Accordingly. The respective parties must bear their own expenses except that respondents. premises considered.000. SO ORDERED. (5) the sale contravenes Article 1491. The trial court further ruled that petitioners are not entirely free from liability because they received from respondent Rowena deposits totaling $12. viz: WHEREFORE. connived with her daughter.00) to the petitioners effective within 30 days from receipt of this Decision and in case of delay. Under the principle of unjust enrichment. and.00. Thus.00 in favor of respondents was without interest because there was also no award of rental income in favor of petitioners. Petitioners filed a partial motion for reconsideration15 praying for the award of attorney’s fees.000. to pay the legal rate of interests [sic] at 12% per annum until fully paid. through fraud and with bad faith. the appellate court ruled that: (1) the SPA sufficiently conferred on Reynalda the authority to sell the subject land. the trial court clarified that the reimbursement of $12. the appealed Decision of the Court a quo is hereby REVERSED and SET ASIDE. Ruling of the Court of Appeals On May 19. Both parties are deemed mutually compensated and must bear their own expenses. respondents appealed to the CA. The latter and her spouse MELVIN LOPEZ are directed to pay the balance of Four Hundred Eighty Eight Thousand Pesos (P488. From this Decision. of the Civil Code which prohibits the agent from acquiring the property subject of the agency unless the consent of the principal has been given. the trial court held: (1) the SPA merely authorized Reynalda to offer for sale the subject land for a price subject to the approval of the petitioners. respondent Rowena. respondent Rowena. (2) Reynalda violated the terms of the SPA when she sold the subject land to her daughter. The trial court held that Reynalda. 2003 Order16 denying the aforesaid motion.000. SO ORDERED. without first seeking the approval of petitioners as to the selling price thereof. thus. (2) although there is no direct evidence of petitioners’ approval of the selling price of the subject land. acted outside the scope of her authority under the SPA. 2005. the sale is null and void and the subject land should be reconveyed to petitioners.14 In ruling in favor of petitioners. paragraph 2. (4) Reynalda.(4) No x x x damages are awarded. to sell the subject land to the latter. title to the subject property shall remain in the name of the Appellant ROWENA GAY VISITACION-LOPEZ.
(4) the sale is not contrary to public policy because there is no rule or law which prohibits the sale of property subject of the agency between the agent and his children unless it would be in fraud of creditors which is not the case here.00 per dollar. Reynalda acted beyond the scope of her authority under the SPA because she was merely authorized to look for prospective buyers of the subject land. she did not secure the . (3) petitioners are estopped from repudiating the sale after they had received the deposits totaling $12.00.00 to petitioners and pegging the exchange rate at that time at P26. Whether under the SPA Reynalda had the power to sell the subject land.00 of the P800. Whether the CA erred in resolving the issue in the case at bar. II. Whether the CA erred in adopting the testimony of respondent Rowena as to the P800. and. Thus. Issues Petitioners raise the following issues for our resolution: I. Hence. in cash and checks. 1997 for being executed by Reynalda beyond the scope of her authority under the SPA.000.000.00 selling price was already received by petitioners.000.000. the appellate court ruled that P312. Moreover.00 for the subject land is deemed reasonable based on the testimony of respondent Rowena as this was the selling price agreed upon by her and petitioner Delfin.18 Petitioners’ Arguments Petitioners argue that the appellate court went beyond the issues of this case when it ruled that there was a contract of sale between respondent Rowena and petitioner Aurora because the issues before the trial court were limited to the validity of the deed of sale dated July 23.000.00. Further. Whether the CA erred in not declaring the sale void on grounds of public policy. The money.000. Even assuming that she had the power to sell the subject land under the SPA. this Petition. Whether the actuations of petitioner Aurora in receiving money from respondent Rowena amounted to the ratification of the breach in the exercise of the SPA. IV. V.petitioner Aurora’s acts of receiving two money orders and several dollar checks from respondent Rowena over the span of three years amount to the ratification of any defect in the authority of Reynalda under the SPA. given to petitioners from 1995 to 1997 were mere deposits until the parties could agree to the purchase price. respondents are only liable for the balance ofP488. (6) the selling price of P800.00 selling price of the subject land.000. III. Considering that respondent Rowena proved that she remitted a total of $12. (5) petitioners impliedly ratified the subject SPA and contract of sale as well as its effects. the existence of the alleged contract of sale was not proven because the parties failed to agree on the purchase price as stated by petitioner Aurora in her testimony.
as principals and sellers. a new title. respondent Rowena. Respondents’ Arguments Respondents counter that the issue as to whether there was a perfected contract of sale between petitioners and respondent Rowena is inextricably related to the issue of whether the deed of sale dated July 23. respondent Rowena called her mother. Here. Sometime in 1994. They emphasize that petitioners received a total of $12. as a dummy to acquire the subject land.000. They further claim that the sale was void because it was not only simulated but violates Article 1491 of the Civil Code which prohibits the agent from acquiring the property subject of the agency. while respondent Rowena appeared as buyer. hence. to. T-25334 in the name of petitioner Aurora. As a general rule..approval as to the price from petitioners before executing the subject deed of sale.00. after having paid a total of $10. executed an SPA in favor of Reynalda. Reynalda then transferred the title to the subject land in respondent Rowena’s name through a deed of sale dated July 23. we do not disturb the factual findings of the appellate court. hence. the sale is null and void. claiming that she had already bought the subject land from petitioners. i. Furthermore. . TCT No.19 Our review of the records leads us to conclude that the following are the relevant factual antecedents of this case.00 spanning almost three years. 1995.00 to petitioner Aurora which was followed by 22 intermittent monthly installments of $500.000. After which. Reynalda merely used her daughter. 1990. as seller. petitioners question the determination by the appellate court that the fair market value of the subject land is P800. among others. as agent.00 as consideration for the subject land. Finally.00 to be paid in 10 years through monthly installments. On December 12.000. However. they reiterate the findings of the appellate court that the receipt of monthly installments constitutes an implied ratification of any defect in the SPA and deed of sale dated July 23.000. 62674. petitioners and respondent Rowena agreed to enter into an oral contract to sell over the subject land for the price of P800. Petitioners were the owners of the subject land covered by TCT No. 1997.000. petitioners. Using the aforesaid SPA. respondent Rowena paid the first monthly installment of $1. In the aforesaid deed. Reynalda. this case falls under one of the recognized exceptions thereto because the factual findings of the trial court and appellate court are conflicting.20 to thesubject land was issued in the name of respondent Rowena. Petitioners also contend that there was no ratification of the subject sale through petitioners’ acceptance of the monthly checks from respondent Rowena because the sale occurred subsequent to the receipt of the aforesaid checks. On January 25.e. the appellate court properly ruled on the former. offer for sale the subject land provided that the purchase price thereof should be approved by the former.00 for lack of any factual and legal basis. Our Ruling The Petition is meritorious. Reynalda appeared and signed as attorney-in-fact of petitioner Aurora. 1997 is valid. 1997 without the knowledge and consent of petitioners. Sometime in 1997.
00 500.00 500. 1995 March 27.000. 1997 February 28.000.We explain these factual findings and the consequences thereof below.00 500. We are inclined to give credence to the claim of the respondents for the following reasons.00 500.00 500.00 500.00 payable in 10 years through monthly installments. Petitioners do not deny that they received 23 monthly installments over the span of almost three years.e.00 . 1996 January 31.000. 1996 June 30. 1995 July 31. Petitioners and respondent Rowena entered into a contract to sell over the subject land.00 500. 1996 October 29. 1995 June 30. 1996 500. Petitioners deny that they agreed to sell the subject land to respondent Rowena for the price of P800..00 500. to wit: Date January 25.00 500. 1997 March 31. 1995 May 29. First.00. 1995 February 21.00 500. 1996 July 31. the payment of monthly installments was duly established by the evidence on record consisting of money orders21 and checks22 payable to petitioner Aurora.00 500. 1997 (i. 1997 Amount Paid (in dollars) 1. They claim that the payments received from respondent Rowena were for safekeeping purposes only pending the final agreement as to the purchase price of the subject land. 1995 April 25. the date of the last monthly installment). the payments already totaled $12. 1995 June 1. 1996 December 31.0023 500. As of November 30. 1996 August 31.00 September 30.00 500.00 500.00 500.
No attempt was made on the part of petitioners to return these amounts and it is fair to assume that petitioners benefited therefrom. and. 1997 July 19. in the name of respondent Rowena prior to or at the time of the first payment of $1. Third. she thereafter accepted from respondent Rowena 22 intermittent monthly installments in the amount of $500. in her testimony. respondent Rowena admitted that she had the title to the subject land transferred in her name only later on or on July 23. thus. 1997.00 12."27 In the case at bar. 1997 500.00 in cash that she received from respondent Rowena on January 25.00 500."25 In a contract to sell.May 31.00.000. "ownership is retained by the seller and is not to pass until the full payment of the price x x x.30 .00 by respondent Rowena to petitioner Aurora on January 25. through a deed of sale. its existence and partial execution were sufficiently established by. and may be reasonably inferred from the actuations of the parties. 1997 August 31. A contract to sell has been defined as "a bilateral contract whereby the prospective seller.000. 1997 500. a contractual agreement between the parties for the purchase of the subject land and that this agreement partook of an oral contract to sell for the sum ofP800.24 However. binds himself to sell the said property exclusively to the prospective buyer upon fulfillment of the condition agreed upon.000. 1997 October 31.00 Second.29 and that she was entitled thereto as a form of security for the installments she had already paid. (3) in her testimony. petitioners received 22 intermittent monthly installments from respondent Rowena in the sum of $500. inclined to rule that there was. that is.00 500. We are.00. full payment of the purchase price. while there was no written agreement evincing the intention of the parties to enter into a contract to sell. to wit: (1) the title to the subject land was not immediately transferred. 1997 Total 500. 1995 was a mere deposit until the purchase price of the subject land would have been finally agreed upon by both parties. petitioner Aurora claimed that the $1.00.00 500. it strains credulity that respondent Rowena would make such monthly installments for a substantial amount of money and for a long period of time had there been no agreement between the parties as to the purchase price of the subject land.000. while expressly reserving the ownership of the subject property despite delivery thereof to the prospective buyer.00. after receiving this initial sum of $1.00 September 30. through a formal deed of conveyance."26 It is "commonly entered into so as to protect the seller against a buyer who intends to buy the property in installments by withholding ownership over the property until the buyer effects full payment therefor. indeed. because she believed that she had substantially paid the purchase price thereof.00 November 30.28 (2) after this initial payment. 1995. petitioner Aurora failed to explain why.000.
1996 October 29.013.50 13. 1997 Amount Paid (in dollars) 1.3440 26.00 12. 1997.58%38 of theP800.00 purchase price.187. at the time the aforesaid deed of sale was executed on July 23.00 13.2280 26. 1997 July 19.101. 1996 August 31.202034 26.50 12.50 13.00 14. as supported by the evidence on record.00 500.00 500.141.5750 25.1140 25.000. viz: .00 13.792.203033 26. to wit: Date January 25.00 13.0270 25.128.8040 25. 1995 June 1.114.00 500.2570 26.00 500. as of July 19.00 500.50 13.00 500.00 500.626. 1996 September 30.50 Thus.2830 26.00 500.50 or 32.Respondent Rowena was in breach of the contract to sell. 1995 July 31. we take judicial notice31 of the prevailing exchange rates at the time. 1996 January 31. 1997 February 28. 1997.9670 26.00 500.374036 28. we find that respondent Rowena was in breach thereof because.00 500.50 13.770.166. That the full price was yet to be paid at the time of the subject transfer of title was admitted by respondent Rowena on cross-examination.50 13.00 Exchange Rate (peso per dollar) 24.32 and multiply the same with the monthly installments respondent Rowena paid to petitioners.626. 1995 May 29.3670 26.00 500. 1996 July 31.7700 25.00 500.902. 1995 June 30.00 500.183. 1997 March 31.5850 26.557.00 500.00 13.00 500.1880 26.287. 1995 March 27. 1995 February 21.172. 1995 April 25.00 12.00 260. Although we rule that there was a contract to sell over the subject land between petitioners and respondent Rowena.00 500. 1997 or prior to the execution of the deed of sale dated July 126.96.36.1997.288035 26. as published by the Bangko Sentral ng Pilipinas.00 500.983. 1997 May 31.00 500.00 13.50 12. the total amount of monthly installments paid by respondent Rowena to petitioners was only P260. 1996 June 30.50 13. 1996 December 31.574037 Total Peso Equivalent 24.094.00 12.3330 26.50 13.000. In arriving at this conclusion. the full price of the subject land was yet to be paid.
Let us make this clear. viz: COURT: Q. your total payment did not reach x x x eight hundred thousand pesos? Is that correct? [sic] A . Now based on the dollar rate. to which the Plaintiff x x x agreed. by that time.00) in your possession now? A. her own evidence clearly showed that she had.Yes.Why is this check (in the amount of $1.00 dollar to him (referring to petitioner Delfin)? A .Yes.ATTY.39 (Emphasis supplied) Respondent Rowena tried to justify the premature transfer of title by stating that she had substantially paid the full amount of the purchase price and that this was necessary as a security for the installments she had already paid. what did you do with the land subject of this case? [sic] . In particular. paid only 32. Significantly. respondent Rowena’s narration of the events leading to the transfer of title showed that she and her mother. xxxx Q . Verily.Since notwithstanding the fact this eight hundred thousand which you have agreed is not fully paid why did your mother finalize the deed of sale? A .Now having stated substantially paid. OKIT: Q . the evidence on record indicates that the premature transfer of title in the name of respondent Rowena was done without the knowledge and consent of petitioners. never sought the consent of petitioners prior to said transfer of title.58% thereof. she failed to prove that petitioners agreed to amend or novate the contract to sell in order to allow her to acquire title over the subject land even if she had not paid the price in full. BARROSO: Q . You now admit that x x x you agreed to buy the lot at eight hundred thousand. Neither can we accept her justification that the premature transfer of title was necessary as a security for the installments she had already paid absent proof that petitioners agreed to this new arrangement.My mother is equipped with the SPA to transfer the lot to me only for security purposes but actually there is no full payment. [sic] ATTY.This is the check I paid to her (referring to petitioner Aurora) which is in cash. However. Q .000. Reynalda.Now did you continue x x x paying the $500.
"41 In the case at bar. unless there be just cause authorizing the fixing of a period. as unjustified. constitutes a substantial and fundamental breach of the contract to sell.After two years my mother called me if how much I have paid the land and being equipped with SPA. It merely authorized Reynalda to sell the subject land at a price approved by petitioners. As previously noted. reasons. Article 1191 of the Civil Code provides: Art. 1191.I called my mother who has equipped with SPA to my Uncle that I have already bought the land. so she transferred the land to me. The power to rescind obligations is implied in reciprocal ones.A . without the knowledge and consent of petitioners and despite non-payment of the full price thereof. He may also seek rescission even after he has chosen fulfillment. The terms of the SPA are clear. x x x As a general rule.Then what transpired next? A . [sic] Q .Yes. [sic]40 (Emphases supplied) Respondent Rowena’s reliance on the SPA as the authority or consent to effect the premature transfer of title in her name is plainly misplaced. but only for such breaches as are substantial and fundamental as to defeat the object of the parties in making the agreement. The injured party may choose between fulfillment and the rescission of the obligation.And you called your mother? A . the main object or purpose of a seller in entering into a contract to sell is to protect himself against a buyer who intends to buy the property in installments by withholding ownership over the property until the buyer . the tenor of her testimony indicates that respondent Rowena made a unilateral determination that she had substantially paid the purchase price and that she is entitled to the transfer of title as a form of security for the installments she had already paid. The court shall decree the rescission claimed. if the latter should become impossible. we previously noted. In fine. with the payment of damages in either case. The SPA could not have amended or novated the contract to sell to allow respondent Rowena to acquire the title over the subject land despite non-payment of the price in full for the reason that the SPA was executed four years prior to the contract to sell. "rescission will not be permitted for a slight or casual breach of the contract. in case one of the obligors should not comply with what is incumbent upon him. The contract to sell is rescissible. we find that respondent Rowena’s act of transferring the title to the subject land in her name. xxxx Q .
our review of the records leads us to conclude that respondent Rowena is entitled to the reimbursement of the same with legal interest. Fraud or malice (dolo) has been defined as a "conscious and intentional design to evade the normal fulfillment of existing obligations" and is.000.47 Anent the monthly installments respondent Rowena paid to petitioners.43 Indeed. respectively. Where fraud and bad faith have been established.000. and those who in any manner contravene the tenor thereof. we find that respondent Rowena was guilty of fraud in the performance of her obligation under the subject contract to sell because (1) she knew that she had not yet paid the full price (having paid only 32. in the name of her mother and executed four years prior to the contract to sell. thus. We.58% thereof) when she had the title to the subject land transferred to her name. Thus.00. as sellers.00 and P50. the award of attorney’s fees is proper where the plaintiff is compelled to litigate with third persons or incur expenses to protect his interest because of the defendant’s act or omission. We. should continue with the contract to sell even after the discovery of the aforesaid breach committed by respondent Rowena. Put simply. considering that these acts betrayed in no small measure the trust reposed by petitioners in her and her mother. Here. are liable for damages. Petitioners are entitled to moral damages and attorney’s fees while respondent Rowena is entitled to the reimbursement of the monthly installments with legal interest. or delay. thus. by covertly transferring the ownership of the property in his name at a time when the full purchase price has yet to be paid. find respondent Rowena liable for moral damages and attorney’s fees which we fix at P100. thus. respondent Rowena took advantage of the SPA.45 Further. Her own testimony and documentary evidence established this fact. Those who in the performance of their obligations are guilty of fraud. the award of moral damages is proper. respondent Rowena’s aforesaid acts caused petitioners to incur expenses in litigating their just claims. 1170. the seller’s obligation to convey and the buyer’s right toconveyance of the property arise only upon full payment of the price. Although respondent Rowena was clearly unjustified in prematurely and covertly transferring the title to the subject land in her name. we deplore petitioners’ lack of candor in prosecuting their claims before the trial .42 As a result. and (2) she orchestrated the aforesaid transfer of title without the knowledge and consent of petitioners. Reynalda. to effect the transfer of title to the subject land in her (Rowena’s) name without the knowledge and consent of petitioners and despite non-payment of the full price. under Article 2208(2)46 of the Civil Code. a buyer who willfully contravenes this fundamental object or purpose of the contract.44 In the case at bar. commits a substantial and fundamental breach which entitles the seller to rescission of the contract. incompatible with good faith.effects full payment therefor. rule that petitioners are entitled to the rescission of the subject contract to sell. it would be highly iniquitous for us to rule that petitioners. Article 1170 of the Civil Code provides: Art. negligence. as buyer.
1995 June 30.00 500. 1995 June 1.00 500.101.50 12.50 13.2280 26.00 500.00 500.50 13.114.00 500.787.00 500.50 13.166.187.00 . 1997 May 31. 1996 January 31.2880 26. 1996 July 31. thus.00 500. The records indicate that.00 13.00 14. It was only later on.3330 26.50 13.00 13.172. 1996 December 31.183. 1997 Amount Paid (in dollars) 1. 1997 March 31. petitioners made no mention of the fact that they had entered into a contract to sell with respondent Rowena and that they had received 23 monthly installments from the latter.00 500.00 500. 1997 July 19.144. The total amount to be reimbursed by petitioners to respondent Rowena is computed as follows: Date January 25. 1996 October 29. be returned to her with legal interest.000. no evidence was presented to prove that respondent Rowena occupied the subject land or benefited from the use thereof upon commencement of the contract to sell which would have justified the setting off of rental income against the monthly installments paid by respondent Rowena to petitioners.770.00 12.983.00 500. 1995 May 29. that this was brought to light to which petitioners readily admitted. in their Complaint. 1996 September 30.9670 26.3740 28. 1995 April 25.2570 26. the sums paid by respondent Rowena as monthly installments to petitioners should.2030 26.287.557.094. 1995 March 27.013.0270 25.5740 Peso Equivalent 24.3670 26. when respondent Rowena presented the proof of payment of the monthly installments in her Answer to the Complaint.00 500.792.7700 25.00 500. 1996 June 30.00 500. 1996 August 31.141.00 13.101. 1995 February 21.00 12. In view of the foregoing.5850 26.00 12.00 500.902.00 500.50 13.00 Exchange Rate (peso per dollar) 24. The Complaint merely alleged that the subject sale was done without the knowledge and consent of petitioners.128.2020 26.00 13.2830 26. 1995 July 31.1140 25. Further.00 500.00 500.50 13.00 13.50 12.3440 26.00 500.court and intent to evade recognition of the monthly installments that they received from respondent Rowena. 1997 February 28.8040 25.1880 26.50 13.5750 25.
Inc.00 17.50 327. (1) offer for sale the subject land to prospective buyers. the SPA gave Reynalda the power and duty to. Town of Malaybalay. we now rule on the validity of the deed of sale dated July 23.1650 33. Philippines.00 500. xxxx To sign all papers and documents on our behalf in a contract of sale x x x. place and stead and for our use and benefit to do and perform the following acts and deed: To administer our real property located in the Province of Bikidnon. To offer for sale said properties. v.00 Since this amount is neither a loan nor forbearance of money. constitute and appoint REYNALDA VISITACION. as principals and sellers. Towns of Maramag. 1997. Paradise. to be our true and lawful Attorney-in-fact. petitioners.50 17. As can be seen. of legal age and presently residing at 36 Armstrong Drive.9380 34. (2) seek the approval of petitioners as to the selling price thereof.442.8730 34.August 31.50 16. Town of Quezon. we set the interest rate at 6% per annum computed from the time of the filing of the Answer48 to the Complaint on May 19. executed an SPA in favor of Reynalda. as agent. It will be recalled that on December 12. The SPA stated in part: That we spouses.6550 Total 15.936.00 with an interest of 6% per annum computed from May 19. Bukidnon. for us and in our name.00 500. the selling price of which will be subject to our approval. of legal age and residing at Don Carlos. 1990. The sale of the subject land. among others.00 500. 1997 November 30. Court of Appeals.442. 1998 until finality of judgment and thereafter of 12% per annum until fully paid. Having ruled that respondent Rowena was in substantial breach of the contract to sell because she had the title to the subject land transferred in her name without the knowledge and consent of petitioners and despite lack of full payment of the purchase price. AURORA TUMIBAY and DELFIN TUMIBAY. 07066 name. 1997 500. ordered to pay respondent Rowena the sum of P327.00 30.50 Petitioners are. and (3) sign the contract of sale on behalf of petitioners upon . Maramag and Barrio of Kiburiao. 1997 which was used to effect the aforesaid transfer of ownership. New Jersey. widow.469. 1997 September 30.51. 199849 until finality of judgement and thereafter at 12% per annum until fully paid in accordance with our ruling in Eastern Shipping Lines. effected through the deed of sale dated July 23. is void.082. Clark. thus.327. Barrio of Bantaunon. 1997 October 31.
which was intended to guarantee the full payment of the price under the contract to sell.00 which was not approved by the latter. This seems to be the line of reasoning adopted by the appellate court in upholding the validity of the subject sale. as previously discussed. Further. Article 1898 of the Civil Code provides: Art. nonetheless.58% of the purchase price. under Article 1898 of the Civil Code. If the agent contracts in the name of the principal. however. For her part. the evidence on record established that the subject sale was done without petitioners’ knowledge and consent which would explain why receipt or acceptance by petitioners of the aforementioned four monthly installments still occurred.e.000.50. done beyond the scope of the latter’s authority. exceeding the scope of his authority. It should be noted that. The appellate court conceded that there was no evidence that respondents sought the approval of petitioners for the subject sale but it. especially so in this case where respondent Rowena. and November 30. 1997. as attorney-in-fact of petitioner Aurora. August 31. signed the subject deed of sale dated July 23. as sellers. there would have been no obstacle to its use by Reynalda had the ensuing sale been consummated according to its terms. on behalf of petitioners.000. it runs contrary to common human experience and reason that petitioners. That petitioners continued to receive four monthly installments even after the premature titling of the subject land in the name of respondent Rowena. the appellate court seemed to rely on the four monthly installments (i. had paid only 32. as buyer. 1997. the principal’s ratification of the acts of the agent. would forego the reservation or retention of the ownership over the subject land. 1898. Though not clearly stated in its Decision.locating a buyer willing and able to purchase the subject land at the price approved by petitioners. September 30.262. and the principal does not ratify the contract. at a price of P95. However. On the contrary. respondent Rowena cannot deny that she was aware of the limits of Reynalda’s power under the SPA because she (Rowena) was the one who testified that the agreed price for the subject land was P800. therefore. by itself.. the fact that petitioners continued to receive the aforesaid monthly installments tended to establish that they had yet to discover the covert transfer of title in the name of respondent Rowena. 1997. As stated earlier. did not. may cure the defect in the contract entered into between the agent and a third person. the agent is liable if he undertook to secure the principal’s ratification. ruled that whatever defect attended the sale of the subject land should be deemed impliedly ratified by petitioners’ acceptance of the monthly installments paid by respondent Rowena. the agreed price of P800. October 31. We disagree. .00 (which may be treated as the approved price) was not yet fully paid because respondent Rowena at the time had paid only P260. establish that petitioners ratified such sale. In this case.52 Reynalda. it shall be void if the party with whom the agent contracted is aware of the limits of the powers granted by the principal.000. acted beyond the scope of her authority because she signed the subject deed of sale. through the deed of sale dated July 23. 1997) respondent Rowena paid to petitioners which the latter presumably received and accepted even after the execution of the deed of sale dated July 23. Although the SPA was executed four years prior to the contract to sell. when Reynalda.00.
1âwphi1 3. The Register of Deeds of Malaybalay City is ordered to cancel TCT No. the acts of Reynalda. T-62674 in the name of respondent Rowena and to reinstate TCT No. and conveyed the subject land to respondent Rowena at a price not approved by petitioners.00 with legal interest of 6% per annum from May 19. the Petition is GRANTED. as buyer. The May 19. Based on the foregoing. The January 6. represented by Reynalda as her attorney-infact. covered by TCT No.000. is declared rescinded. therefore. Petitioners are ordered to pay respondent Rowena the sum of P327. 2. between petitioners. 5. 1998 until finality of this Decision. We. impliedly or expressly. thus.R. The deed of sale dated July 23. between petitioner Aurora. The contract to sell over the subject land.00 as attorney’s fees. 1997 over the subject land. we rule that (1) Reynalda. To rule otherwise would be to reward respondent Rowena for the fraud that she committed on petitioners. as buyer. Under Article 1898 of the Civil Code. 2003 Decision of the Regional Trial Court of Malaybalay City. find that petitioners’ claim that they did not ratify the subject sale. they shall pay legal interest thereon at the rate of 12% per annum until fully paid. 4. as agent. the sale is void and petitioners are. T-25334. 2759-98 is REINSTATED and MODIFIED to read as follows: 1. 79029 are ANNULLED and SET ASIDE.00 as moral damages andP50. covered by TCT No. .In a contract to sell. WHEREFORE. 2006 Resolution of the Court of Appeals in CA-G. and (3) petitioners did not ratify. Respondent Rowena is ordered to pay petitioners the sum of P100. entitled to the reconveyance of the subject land. 1997 in favor of respondent Rowena.442. Branch 9 in Civil Case No. as principals and sellers. it would be unusual for the seller to consent to the transfer of ownership of the property to the buyer prior to the full payment of the purchase price because the reservation of the ownership in the seller is precisely intended to protect the seller from the buyer. T-25334 in the name of petitioner Aurora. without the knowledge and consent of petitioners. CV No. and respondent Rowena. (2) respondent Rowena was aware of the limits of the authority of Reynalda under the SPA. acted beyond the scope of her authority under the SPA when she executed the deed of sale dated July 23. In case petitioners fail to pay the amount due upon finality of this Decision. No costs. as sellers. and that the subsequent discovery of the aforesaid fraudulent sale led them to promptly file this case with the courts to be more credible and in accord with the evidence on record.000. T-62674. and respondent Rowena is declared void. 2005 Decision and February 10. which was done without their knowledge and consent. SO ORDERED.
2010 and the Resolution2 dated July 20. 1984. MALLARI. Respondent.7 million as evidenced by PN No. assailing the Decision1 dated June 17. 1992. but was renewed up to February 17.: Before us is a Petition for Review on Certiorari under Rule 45.Republic of the Philippines SUPREME COURT Manila THIRD DIVISION G.a. vs. 1990. 1985.R. 197861 June 5. PRUDENTIAL BANK (now BANK OF THE PHILIPPINE ISLANDS). The antecedent facts are as follows: On December 11.. thus. On December 22. a loan in the amount of P300. Petitioner Florentino executed a Deed of Assignment4 wherein he authorized the respondent bank to pay his loan with his time deposit with the latter in the amount ofP300.218.00. 2013 SPOUSES FLORENTINO T. The loan had a maturity date of January 10. Mallari (Florentino) obtained from respondent Prudential Bank-Tarlac Branch (respondent bank).). in case of default. No. . 65993. Petitioners executed a Deed of Real Estate Mortgage6 in favor of respondent bank covering petitioners' property under Transfer Certificate of Title (TCT) No.a. petitioner Florentino T. of the total amount due. CV No. 2011 of the Court of Appeals (CA) in CA-G.a.000.294.991. of the total amount due. which when computed up to January 31.00 and. T-215175 of the Register of Deeds of Tarlac to answer for the said loan.3 Under the promissory note.00 as evidenced by Promissory Note (PN) No. MALLARI and AUREA V. the loan was subject to an interest rate of 21% per annum (p. the latter.000. a penalty and collection charges of 12% p. DECISION PERALTA. petitioners spouses Florentino and Aurea Mallari (petitioners) obtained again from respondent bank another loan of P1. amounted to P571. J. They stipulated that the loan will bear 23% interest p.54 for PN No. attorney's fees equivalent to 15% of the total amount due but not less than P200. sent a demand letter to the former for them to pay their obligations. and penalty and collection charges of 12% p. BDS 606-89. 1985. BDS 606-895 with a maturity date of March 22. Petitioners failed to settle their loan obligations with respondent bank. 1989.00. BD 84-055 and P2.R. attorney's fees equivalent to 15% p. through its lawyer.a.82 for PN No. BD 84-055. but not less than P200.a. Petitioners.
836. On April 20. 1998.00 loan to the P1. and (3) they realized that there were onerous terms and conditions imposed by respondent bank when it tried to unilaterally increase the charges and interest over and above those stipulated. among others. (2) respondent bank still added theP300.7 million covered by PN No. 1992. which were used in computing for interest charges. a Certificate of Sale was issued to respondent bank being the highest bidder in the amount ofP3.00 secured by such mortgage. On July 7.7 On April 10. and not the P300. Respondent bank then proceeded with the extrajudicial foreclosure of the mortgaged property.e. the RTC denied the Application for a Writ of Preliminary Injunction. BDS 606-89 and the real estate mortgage. respondent bank filed with the Regional Trial Court (RTC) of Tarlac. Respondent bank filed its Answer with counterclaim arguing that: (1) the interest rates were clearly provided in the promissory notes. the RTC reversed itself and issued the restraining order in its Order9 dated January 14. deeds. the loan of P300.000. that: (1) the P300. respondent bank's Assistant Manager sent petitioners two (2) separate Statements of Account as of April 23. preliminary injunction. 1993. (2) as early as January 1986.00 was increased to P594.043. 1993. which the RTC granted in its Order10 dated March 9.18. 284051 had already been assigned to respondent bank. 84-055. while the P1. 1992.700. Respondent bank also claimed that petitioners were fully apprised of the bank's terms and conditions. In an Order8 dated November 10. respondent bank filed a Motion to Dismiss Complaint11 for failure to prosecute action for unreasonable length of time to which petitioners filed their Opposition. because the time deposit with the same amount under Certificate of Time Deposit No.00 loan obligation should have been considered paid. and (3) the statement of account as of April 10.000. 1992.00. temporary restraining order and damages claiming. 1993. petitioners filed a complaint for annulment of mortgage. 1989.000. .000. a petition for the extrajudicial foreclosure of petitioners' mortgaged property for the satisfaction of the latter's obligation ofP1. 1992. since the proceeds of petitioners' time deposit was applied to the payment of interest and penalty charges for the preceding period.00 loan was already P3. in petitioners' Supplemental Motion for Issuance of a Restraining Order and/or Preliminary Injunction to enjoin respondent bank and the Provincial Sheriff from effecting or conducting the auction sale. injunction.000. However.000. 1992. the auction sale was set by the Provincial Sheriff on April 23.000. Petitioners asked the court to restrain respondent bank from proceeding with the scheduled foreclosure sale.000.500.On February 25. Subsequently.54.7 million loan obligation for purposes of applying the proceeds of the auction sale.700. petitioners' time deposit was made to apply for the payment of interest of their P300. Respondent bank filed its Motion to Lift Restraining Order. the RTC issued its Order13 denying respondent bank's Motion to Dismiss Complaint.12 On November 19.. and that the extrajudicial foreclosure was sought for the satisfaction of the second loan in the amount of P1. i.00 loan covered by another PN No. 1992.171. thus. 1992 provided for a computation of interest and penalty charges only from May 26.00 loan.
respondent bank did not. It also found that Article 1229 of the Civil Code invoked by petitioners for the reduction of the interest was not applicable. 1993. and allowed the loan interest to accumulate reaching the amount of P594. On November 15. A Comment was filed by respondent bank and petitioners filed their Reply thereto.7 million loan obligation for purposes of applying the proceeds of the auction sale. which maturity coincided with petitioners' loan maturity. the CA issued its assailed Decision. As to the P1. Petitioners appealed the RTC decision to the CA. Petitioner Florentino was presented as the lone witness for the plaintiffs. 1992 to July 7. Considering there is no evidence of bad faith. 1985.294. after the restraining order was lifted. 1993. which was computed based on the 23% interest rate and 12% penalty charge agreed upon by the parties.7 million and respondent bank's bid price was P3. but the certificate of sale was executed by the sheriff only on July 7. since petitioners had not paid any single centavo of the P1.171. Subsequently. It found that since petitioners' obligation had reached P2. 1993 added to the loan already amounted to P3.18 per Statement of Account dated April 27. it had reached the amount of P3. if the loan was unpaid. the latter should return to petitioners the difference of P1. the Court need not order the plaintiffs to pay damages under the general concept that there should be no premium on the right to litigate. On June 17.043. the stipulated interest and penalty charges from January 31.836. the amount of P292. petitioners had assigned petitioner Florentino's time deposit in the amount of P300.600.00 loan to the P1. However.7 million loan which petitioners obtained from respondent bank after the P300.991.000. respondent bank filed a Demurrer to Evidence. 2010. respondent bank did not add the P300. since banks are not hospitable or equitable institutions but are entities formed primarily for profit. which was later extended to February 17. SO ORDERED. 1992. The RTC found no legal basis for petitioners' claim that since the total obligation was P1.5 million.00 as penalty charges was unjust and without basis.00 loan.00 in favor of respondent bank. the RTC issued its Order14 granting respondent's demurrer to evidence.5 million as of the auction sale.000. 1999.. this case is hereby ordered DISMISSED.Trial thereafter ensued.82 as of January 31. the dispositive portion of which reads: . The RTC found that the 23% interest rate p. hence.000.00 loan.54 as of April 10. and that contrary to petitioners' claim. which was then the prevailing loan rate of interest could not be considered unconscionable.15 The RTC found that as to the P300. respondent bank should had just applied the time deposit to the loan.7 million loan which showed they had not complied with any part of the obligation.000. the dispositive portion of which reads: WHEREFORE.a. Thus.8 million. 1992. NO COSTS.
" Hence.21 we found the stipulated interest rate of 66% p.a. which the CA denied in a Resolution dated July 20. hence.700.23 where the stipulated interest rates were 7% and 5% a month.000. penalty charge on petitioners'P1. In Medel v.043. Spouses Ganzon-Olan. Branch 64.000.17 The issue for resolution is whether the 23% p. but such freedom is not absolute. interest rate on the P1. clauses. 1999. In this case. imposed by respondent bank is excessive or unconscionable. we had reduced the same to 1% per month or 12% p.16 The CA found that the time deposit of P300. Timan.5% per month on aP500. good customs. contrary to morals if not against the law and declared such stipulation void.20 We are not persuaded. petitioners and respondent bank agreed upon on a 23% p.000.00 loan excessive. the outstanding balance of petitioners' loan was P594.a. As Article 1306 of the Civil Code provides. public order.. invoking our ruling in Medel v. 7550 is hereby AFFIRMED. DESPITE THE FACT THAT THE SAME IS CONTRARY TO SETTLED JURISPRUDENCE ON THE MATTER.a. in Civil Case No. collection charges and attorney's fees agreed upon. or public policy. thus. 1992.54. provided they are not contrary to law. Parties are free to enter into agreements and stipulate as to the terms and conditions of their contract.00 was equivalent only to the principal amount of the loan ofP300.a. Petitioners filed their Motion for Reconsideration.00 loan was added to the P1. respectively. TARLAC CITY. "The contracting parties may establish such stipulations.7 million loan. the instant appeal is hereby DENIED. The CA. 1999 issued by the Regional Trial Court (RTC). Spouses Ganzon-Olan. Tarlac City.000.a.000. 2011.22 the stipulated interest rates involved were 3% and 3.19 and Chua v. petitioners filed this petition for review arguing that: THE HON. Hence. The Order dated November 15. However.00 and would not be sufficient to cover the interest. which are equivalent to 84% and 60% p. since such contract is the law between the parties.18 Toring v.a. likewise. It also found not persuasive petitioners' claim that the P300. morals. found that the interest rates and penalty charges imposed were not unconscionable and adopted in toto the findings of the RTC on the matter. Timan. Court of Appeals. petitioners now contend that the interest rate of 23% p. In Toring v. While in Chua v. Court of Appeals.00 loan to which they agreed upon is excessive or unconscionable under the circumstances.81% per month on a P10 million loan. which we find under the circumstances excessive and reduced the same to 1% per month. COURT OF APPEALS ERRED IN AFFIRMING THE ORDER OF THE RTCBRANCH 64. the parties thereto are bound to comply with them. if the stipulations in the contract are valid. interest rate and the 12% p. or a 5. DATED NOVEMBER 15.WHEREFORE.a. in the Statement of Account dated April 10. terms and conditions as they may deem convenient.7 million loan. penalty. unconscionable and exorbitant. We said that we .
00 loan finding the same to be reasonable and clearly evidenced by the amended credit line agreement entered into by the parties as well as two promissory notes executed by the borrower in favor of the lender. may not be considered unconscionable. Court of Appeals. in Garcia v. or less than 2% per month. it is expressly recognized by law.1âwphi1 This surcharge or penalty stipulated in a loan agreement in case of default partakes of the nature of liquidated damages under Art. provided for in the subject mortgage contracts for a loan of P225. Moreover.25 where the issue raised was whether the 24% p. considering that the mortgage agreement was freely entered into by both parties. As such. the Court ruled that the borrowers cannot renege on their obligation to comply with what is incumbent upon them under the contract of loan as the said contract is the law between the parties and they are bound by its stipulations. Dagupan City Branch. unconscionable and exorbitant. jurisprudence establish that the 24% p.000.a.00.a. the 23% p. the same is the law between them and they are bound to comply with the provisions contained therein.24 In this case. Also referred to as a penalty clause. there is no similarity of factual milieu for the application of those cases. we answered in the negative and held: In Spouses Zacarias Bacolor and Catherine Bacolor v. 2227 of the New Civil Code. the interest rate agreed upon by the parties was only 23% p. may not be considered as unconscionable and excessive. We do not consider the interest rate of 23% p. Court of Appeals. Thus. stipulated interest rate was not considered unconscionable. In Villanueva v.a. and is separate and distinct from interest payment. interest rate imposed on petitioners' loan in this case can by no means be considered excessive or unconscionable. Banco Filipino Savings and Mortgage Bank. CA. agreed upon by the parties. In Ruiz v..649. the Court finds that the 24% per annum interest rate. penalty charge excessive or unconscionable. It is an accessory undertaking to assume greater liability on the part of an obligor in case of breach of an obligation. thus. this Court sustained the agreement of the parties to a 24% per annum interest on an P8. hence.26 Clearly. the stipulation was void for being contrary to morals. agreed upon by petitioners and respondent bank to be unconscionable. We also do not find the stipulated 12% p.00.a. this Court held that the interest rate of 24% per annum on a loan of P244. Based on the above jurisprudence.27 we held: The 1% surcharge on the principal loan for every month of default is valid.250. stipulated interest rate is unreasonable under the circumstances. Also.a.need not unsettle the principle we had affirmed in a plethora of cases that stipulated interest rates of 3% per month and higher are excessive.000. which are much lower than those interest rates agreed upon by the parties in the above-mentioned cases. The obligor would then be bound to pay .a.
.. petitioners defaulted in the payment of their loan obligation with respondent bank and their contract provided for the payment of 12% p.. Family Foods Manufacturing Co. petitioners cannot now back out on their obligation to pay the penalty charge. The Decision dated June 17.a. penalty charge. the debtor has the burden of proving an excuse .29 we held that: x x x The enforcement of the penalty can be demanded by the creditor only when the non-performance is due to the fault or fraud of the debtor.the stipulated amount of indemnity without the necessity of proof on the existence and on the measure of damages caused by the breach. SO ORDERED. the petition for review is DENIED. in order to avoid the payment of the penalty. The non-performance gives rise to the presumption of fault.the failure of the performance was due to either force majeure or the acts of the creditor himself. 2011 of the Court of Appeals are hereby AFFIRMED. x x x28 And in Development Bank of the Philippines v. 2010 and the Resolution dated July 20. and since there was no showing that petitioners' failure to perform their obligation was due to force majeure or to respondent bank's acts. Ltd. A contract is the law between the parties and they are bound by the stipulations therein. WHEREFORE.30 Here.
through then Mayor Ismael Mathay. SY. 2012 Resolution3of the Court of Appeals (CA) in CA-G. 1996." the City deposited the amount of P241. No. 2013 HENRY L. Subsequently. CV No. Sy (Sy) just compensation set as P5.090. Victor Salinas (Commissioner Salinas) and Atty. Commissioners Ostaco and Alcantara. vs. recommended the payment .R. otherwise known as the "Local Government Code of 1991. playground and community activity center for the benefit of the residents of Barangay Balingasa. Q-96-29352. ordering respondent Local Government of Quezon City (the City) to pay petitioner Henry L. was enacted on April 12. representing 15% of the fair market value of the subject property based on its tax declaration. filed a complaint for expropriation with the RTC in order to acquire a 1.000. m. pursuant to Section 198 of Republic Act No. 2008. 91964 which affirmed with modification the August 22. Balintawak. 1997. m.R.Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G. Engr.00 as exemplary damages and attorney’s fees equivalent to one percent (1%) of the total amount due. Petitioner. Respondent. DECISION PERLAS-BERNABE. only the amount of just compensation remained at issue. The Facts On November 7.000 sq.00 per square meter (sq.. the City. 2008 Order4 of the Regional Trial Court of Quezon City. in a Report dated February 11. 2012 Decision2 and July 16. Branch 80 (RTC) in Civil Case No. parcel of land. owned and registered under the name of Sy (subject property). s-94. Jr.6 The requisite ordinance to undertake the aforesaid expropriation namely.9 During the preliminary conference on November 8. Carlo Alcantara (Commissioner Alcantara) as commissioners to determine the proper amount of just compensation to be paid by the City for the subject property. 2006. Sp-181. including P200.: Assailed in this petition for review on certiorari1 are the January 20. J. Ordinance No. Sy did not question the City’s right to expropriate the subject property. Thus.5 which was intended to be used as a site for a multi-purpose barangay hall.500. 1994.7 On March 18. 7160 (RA 7160). Quezon City. LOCAL GOVERNMENT OF QUEZON CITY. 2006.00 with the Office of the Clerk of Court.). 202690 June 5. the RTC appointed Edgardo Ostaco (Commissioner Ostaco). day-care center.10 On July 6.
500. held that the just compensation for the subject property should be set at P5. it awarded six percent (6%) legal interest. 1996 until full payment of just compensation.18 (b) the market value of the subject lot in the amount of P2. citing the principle that just compensation must be fair not only to the owner but to the expropriator as well. Likewise.19 and (c) Sy’s own tax declaration for 1996.000.of P5. 2012.23 it awarded exemplary damages in the amount of P200. ordering the City to pay Sy the amount of P200.13 Further.00 per sq. as just compensation.20 stating that the subject property has a total market value of P2. based on the September 4.00 and attorney’s fees equivalent to one percent (1%) of the amount due because of the City’s taking of the subject property without even initiating expropriation proceedings. 2008. m.00 per sq. m.000.00 per sq. finding no sufficient evidence to support the same. while legal interest was not claimed. for the 1. to be computed from the date of the filing of the expropriation complaint. m. m.500. m.000. however. it held that the fair market value ofP5. denied Sy’s claim of back rentals considering that the RTC had already granted legal interest in his favor. Rodriguez (MIAA). It found the appraisal of Commissioners Ostaco and Alcantara for the subject property to be more believable than the P13. recommending the higher amount ofP13.000. m. m.22 Nonetheless. considering that it was arrived at after taking into account: (a) the fair market value of the subject property in the amount of P4. 1996.11 The RTC Ruling In the Order dated August 22. 1996 recommendation of the City Appraisal Committee.25 . citing the case of Manila International Airport Authority v. respectively. it found no basis for the award of damages and back rentals in favor of Sy. m. Accordingly.24 It.000.00 per sq.272.500. or P5.000.17 the CA affirmed the RTC’s ruling but modified the same. for equity considerations. computed from November 7. On the other hand. it observed that the expropriation would not leave the rest of Sy’s properties useless as they would still be accessible through a certain Lot 8 based on the Property Identification Map.500.00 as exemplary damages and attorney’s fees equivalent to one percent (1%) of the total amount due.16 The CA Ruling In the Decision dated January 20.14 Finally.00 in total. 2008. Sy filed an appeal with the CA. Commissioner Salinas filed a separate Report dated March 7. or on November 7. subject property arrived at by Commissioners Ostaco and Alcantara was more than fair and reasonable. adopted the findings of Commissioners Ostaco and Alcantara and thus.00 per sq.00 per sq.12 the RTC...21 The CA also denied Sy’s assertion that he should be entitled to damages on account of the purported shelving of his housing project.00 per sq.15 Dissatisfied.00.050. based on several sworn statements made by Sy himself.000 sq. valuation made by independent appraisers Cuervo and Asian Appraisers in 1995 and 1996.500.
The Court’s Ruling The petition is partly meritorious. 2012 and as such. (b) upheld the amount of just compensation as determined by the RTC as well as its grant of six percent (6%) legal interest. this petition. Meris’ misstep based on his proffered reasons. any motion for reconsideration therefrom should have been filed not later than fifteen (15) days from receipt. claims that his secretary’s inadvertent placing of the date January 27. Sy filed his motion for reconsideration (subject motion) a day late. Meris).35 In this accord. Sy moved for reconsideration which was denied in the Resolution dated July 16. 2012.30 However. excusable negligence.Aggrieved. The assertion is untenable. the party invoking such should be able to show that the procedural oversight or lapse is attended by a genuine miscalculation or unforeseen fortuitousness which ordinary prudence could not have guarded against so as to justify the relief sought.27 The City also filed a motion for reconsideration which was equally denied for lack of merit. Records show that. renders the CA decision final and executory. 2012 Decision was received by Sy on January 26. as per the Postmaster’s Certification. the Court observes that Sy’s motion for reconsideration was filed out of time and thus. instead of January 26. it is apt to mention that Sy’s counsel. on the Notice of Decision33 constitutes excusable negligence which should therefore. the Court cannot excuse Atty. the erroneous stamping of the Notice of Decision could have been averted if only he had instituted a credible filing system in his office to . and (c) awarded exemplary damages and attorney’s fees. was properly dismissed by the CA. Meris (Atty. A. 2012.29 or on February 10. Atty. Evidently.32 In this regard. A claim of excusable negligence does not loosely warrant a relaxation of the rules.28 Hence.36 Applying these principles. Issues Before The Court The present controversy revolves around the issue of whether the CA correctly: (a) dismissed Sy’s motion for reconsideration for being filed out of time.34 The standard of carerequired is that which an ordinarily prudent man bestows upon his important business. Tranquilino F. the duty rests on every counsel to see to adopt and strictly maintain a system that will efficiently take into account all court notices sent to him. 2012. or on February 13. relaxation of procedural rules At the outset. justify a relaxation of the rules. 2012.31 which thus. the CA’s January 20. 201226 for being filed out of time. Failure to seasonably move for reconsideration. Verily.
broadly described to be the price fixed by the seller in open market in the usual and ordinary course of legal action and competition or the fair value of the property as between one who receives. nonetheless. In the case of Republic v. viz: The constitutional limitation of "just compensation" is considered to be the sum equivalent to the market value of the property. in its 1979 decision. CA. The Bulacan trial court. which states that the mistakes of counsel bind the client. the Court finds that the procedural consequence of the abovediscussed one-day delay in the filing of the subject motion – which. This is in line with the Court’s observation that the amount of just compensation. should render the CA’s January 20.39 the Court ruled that the debt incurred by the government on account of the taking of the property subject of an expropriation constitutes an effective forbearance which therefore. owing to the nature of the City’s obligation as an effective forbearance. between the taking of the property and the actual payment. the Court holds that the correct rate of legal interest to be applied is twelve percent (12%) and not six percent (6%) per annum. were incorrectly adjudged by both the RTC and the CA. be relaxed for the most persuasive of reasons in order to relieve a litigant of an injustice not commensurate with the degree of his thoughtlessness in not complying with the procedure prescribed.37 Corollarily. was correct in imposing interests on the zonal value of the property to be computed from the time petitioner instituted condemnation proceedings and "took" the property in September 1969. the final compensation must include interests on its just value to be computed from the time the property is taken to the time when compensation is actually paid or deposited with the court. as well as the time of its accrual. at 12% per annum should help . the rule. proceed to resolve these substantive issues. ordinary prudence could have prevented such mistake. Be that as it may.38 As applied in this case. B.account for oversights such as that committed by his secretary. contrary to existing jurisprudence. being an effective forbearance. Rate of legal interest and time of accrual Based on a judicious review of the records and application of jurisprudential rulings. if property is taken for public use before compensation is deposited with the court having jurisdiction over the case. Thus. it fixed at the time of the actual taking by the government. or where the interest of justice so requires. In this respect. the rate of legal interest. procedural rules may. bar the instant petition – is incommensurate to the injustice which Sy may suffer. legal interests accrue in order to place the owner in a position as good as (but not better than) the position he was in before the taking occurred. as a matter of course. warrants the application of the 12% legal interest rate. Indeed. In fine. This allowance of interest on the amount found to be the value of the property as of the time of the taking computed. 2012 Decision already final and executory and hence. the Court deems it proper to relax the rules of procedure and thus. and one who desires to sell. may not be strictly followed where observance of it would result in the outright deprivation of the client’s liberty or property.
the legal character of the City’s action as one of "taking" did not change.41 it has been repeated time and again that the award of 12% interest is imposed in the nature of damages for delay in payment which in effect makes the obligation on the part of the government one of forbearance."44 Notably. as of the date of the taking. interest must run from such time. in Land Bank of the Philippines v.. Case law dictates that there is "taking" when the owner is actually deprived or dispossessed of his property.eliminate the issue of the constant fluctuation and inflation of the value of the currency over time. "a burden was already imposed upon the owner of the subject property x x x. i. the lack of proper authorization.e. however. only on April 12.47 wherein the Court said: . Accordingly. considering that the expropriated property was already being used as Barangay day care and office. The MIAA ruling was applied in the more recent case of City of Iloilo v. exemplary damages and attorney’s fees should be awarded to the landowner if the government takes possession of the property for a prolonged period of time without properly initiating expropriation proceedings. proceed without any consequence. the Court. (Emphasis and underscoring supplied) As to the reckoning point on which the legal interest should accrue. citing as basis the MIAA case. legal interest should have already accrued. as it previously admitted. 1996.45 did not affect the character of the City’s taking of the subject property in 1986 as the CA. x x x (Emphasis supplied) This is based on the principle that interest "runs as a matter of law and follows from the right of the landowner to be placed in as good position as money can accomplish. the Court has held that:43 x x x [T]he final compensation must include interests on its just value to be computed from the time the property is taken to the time when compensation is actually paid or deposited with the court. Sp-181. x x x (Emphasis and underscoring supplied) In similar regard. Rivera. in its January 20. Records show that the City itself admitted in its Appellee’s Brief filed before the CA that as early as 1986. 2012 Decision. when there is a practical destruction or a material impairment of the value of his property or when he is deprived of the ordinary use thereof. resolution to effect expropriation. 1994 and filed its expropriation complaint on November 7. Judge Lolita Contreras-Besana . This irregularity does not. the same should be computed from the time of the taking of the subject property in 1986 and not from the filing of the complaint for expropriation on November 7. s-94. This is to ensure prompt payment of the value of the land and limit the opportunity loss of the owner that can drag from days to decades.40 pronounced that: In many cases decided by this Court. the property was actually taken during that time and from thereon. it already commenced with the taking of the subject property as early as 1986.1âwphi1 As correctly observed by the CA. However. the CA noted that the City enacted Ordinance No."42 Thus. notwithstanding the lack of proper authorization. In this light. suggests. 1996.46 Therefore. In this relation.
Sy's property with dispatch and report to the Court its compliance. The January 20.We stress. Rodriguez. square as it is with existing jurisprudence.00/sq. Accordingly. (b) several sworn statements made by Sy himself. its valuation in 1996. the trial court is hereby ordered to fix the just compensation for petitioner Henry L. m. The said valuation was actually arrived at after considering: (a) the September 4. the Court cannot sustain the amount of P5. the Court held that a government agency’s prolonged occupation of private property without the benefit of expropriation proceedings undoubtedly entitled the landowner to damages: Such pecuniary loss entitles him to adequate compensation in the form of actual or compensatory damages. the above-stated documents do not reflect the value of the subject property at the time of its taking in 1986 but rather. Hence. the case must be remanded to the RTC in order to properly determine the amount of just compensation during such time the subject property was actually taken. 91964 are hereby SET ASIDE.R. respondent Local Government of Quezon City is ordered to PAY exemplary damages in the amount ofP200. as of the date of the taking x x x. (Emphasis and underscoring supplied. xxxx For more than twenty (20) years. 2012 Decision and July 16. and (c) Sy’s own tax declaration for 1996. CV No. WHEREFORE. which in this case should be the legal interest (6%) on the value of the land at the time of taking. the MIAA occupied the subject lot without the benefit of expropriation proceedings and without the MIAA exerting efforts to ascertain ownership of the lot and negotiating with any of the owners of the property. as just compensation which was set by the RTC and upheld by the CA. In Manila International Airport Authority v.00 as well as attorney’s fees equivalent to 1% of the total amount due amply justified. that the City of Iloilo should be held liable for damages for taking private respondent’s property without payment of just compensation. x x x. C.49 However.500. To our mind. the case is REMANDED to the trial court for the proper determination of the amount of just compensation in accordance with this Decision. Amount of just compensation Finally. citations omitted) All told. however. from said point up to full payment by the MIAA.000. Finally. Consequently. the petition is PARTLY GRANTED. these are wanton and irresponsible acts which should be suppressed and corrected. To forestall any further delay in the resolution of this case. This is based on the principle that interest "runs as a matter of law and follows from the right of the landowner to be placed in as good position as money can accomplish.00 and attorney's . 2012 Resolution of the Court of Appeals in CA-G.000. 1996 recommendation of the City Appraisal Committee. the award of exemplary damages and attorneys fees is in order.48 It is well-settled that the amount of just compensation is to be ascertained as of the time of the taking. the Court finds the grant of exemplary damages in the amount of P200.
SO ORDERED. . after final determination of the amount of just compensation.fees equivalent to one percent (1%) of the amount due.
R. 2013 PHILIPPINE NATIONAL CONSTRUCTION CORPORATION. and (iii) after making deliveries pursuant to the purchase orders and despite demands by plaintiff-appellee. APAC MARKETING CORPORATION. ONG. or "Check Before Delivery. vs. 1999 until the full obligation is completely settled and paid." but prior to the implementation of the said payment agreement. Petitioner. defendants-appellants requested from plaintiff-appellee a 30-day term from the delivery date within which to pay. we hereby adopt the CA’s findings. 190957 June 5. On August 17. as the Court of Appeals (CA) adopted the findings of fact of the Regional Trial Court (RTC) of Quezon City.80 "plus legal interest at the rate of not less than 6% monthly. and plaintiff-appellee APAC. Ong.296. plaintiff-appellee filed with the trial court a complaint against defendants-appellees for collection of sum of money with damages. The complaint prayed for payment of the amount of P782. to start in April. JR.. alleging that (i) in March 1998.Republic of the Philippines SUPREME COURT Manila FIRST DIVISION G. defendants-appellants engaged the services of plaintiff-appellee by buying aggregates materials from plaintiff-appellee. defendants appellants failed and refused to pay and settle their overdue accounts. as follows: The present case involves a simple purchase transaction between defendant-appellant Philippine National Construction Corporation (PNCC). (ii) the parties had initially agreed on the terms of payment. DECISION SERRENO. Respondents. represented by Cesar M. . represented by defendantsappellants Rogelio Espiritu and Rolando Macasaet. for which the latter had delivered and supplied good quality crushed basalt rock. Branch 96.. 1999. the primordial issue to be resolved is whether the Court of Appeals (CA)1 correctly affirmed the court a quo2 in holding petitioner liable to respondent for attorney’s fees. CJ. whereby defendants-appellants would issue the check corresponding to the value of the materials to be delivered. which plaintiff-appellee accepted. represented by CESAR M." among others. No. The Antecedent Facts Considering that there are no factual issues involved. Jr. involving crushed basalt rock delivered by plaintiffappellee to defendant-appellant PNCC.: In this Petition for Review on Certiorari under Rule 45 of the Revised Rules on Civil Procedures.
P220. but still it ordered them to pay legal interest of twelve per cent (12%) per annum. the principal obligation was fully paid and hence. alleging that the obligation of defendantappellant PNCC was only with respect to the balance of the principal obligation that had not been fully paid which. P50.00 per court appearance. P782. On July 10. In an Order dated October 6.80 as actual damages. defendants-appellants were deemed to have waived the presentation of their evidence.095.00 per court appearance. Cost of Suit. plus P3. 3.00 as attorney’s fees. In an Order dated January 17. to wit: 1. After the submission of the respective pre-trial briefs of the parties. P50. the trial court denied the motion to dismiss.083 2. defendants-appellants filed a motion to dismiss." . Cost of suit.234. based on the latest liquidation report. plus P3. 2. Thus: "WHEREFORE. the award by the trial court of actual damages in the amount ofP782.80 was without factual and legal bases.000. the trial court considered defendants-appellants’ claim of full payment of the principal obligation. the decision dated July 10. as can be seen from the substantial reduction of its overdue account as of August 1999. amounted to onlyP474. Defendants-appellants filed a motion for reconsideration. However. defendants-appellants filed their answer. SO ORDERED. 2006.00 as attorney’s fees.000. For their repeated failure to attend the hearings. trial was held. the trial court rendered a Decision.269. the dispositive portion of which reads: WHEREFORE. 2000. alleging that the complaint was premature considering that defendant-appellant PNCC had been faithfully paying its obligations to plaintiff-appellee. 1999. judgment is hereby rendered in favor of the plaintiff. by ordering defendants jointly and solidarily to pay plaintiff as follows.92. 3.On November 16.296. Thus. ordering defendants jointly and solidarily to pay: 1. SO ORDERED. 2006. alleging that during the pendency of the case. 2006 is hereby modified. only plaintiff-appellee presented its evidence.000.000.
to wit: . CV No.Defendants-appellants filed the present appeal which is premised on the following assignment of errors: I. computed from January 8.234. In the absence on such stipulation. the appealed Order dated October 6. THE RULING OF THE COURT OF APPEALS On 9 July 2009. On 29 July 2009. the parties may stipulate the recovery of attorney’s fees. petitioner fully agreed with the CA Decision imposing 6% legal interest per annum on the principal obligation and absolving Rogelio Espiritu and Rolando Macasaet from any liability as members of the board of directors of PNCC. affirming with modification the assailed Decision of the court a quo. herein petitioner filed a Motion for Reconsideration. The dispositive portion of the CA Decision reads as follows: WHEREFORE.R. 2006 is affirmed in all other respects. THE REGIONAL TRIAL COURT GRAVELY ERRED IN AWARDING INTEREST AT THE RATE OF 12% PER ANNUM AMOUNTING TO P220. However. the Special Fourth Division of the CA promulgated a Decision3 in CAG. II. As a general rule. 88827.4 It should be noted that in said motion. Article 2208 of the New Civil Code of the Philippines states the policy that should guide the courts when awarding attorney’s fees to a litigant.6 THE SOLE ISSUE Aggrieved. subject to the modification that defendant-appellant PNCC is ordered to pay legal interest at six per cent (6%) per annum on the principal obligation. which raised the lone issue of the propriety of the award of attorney’s fees in favor of respondent.083 AND ATTORNEY’S FEES IN FAVOR OF PLAINTIFF-APPELLEE. THE COURT’S RULING The Petition is impressed with merit. the main focus of the Motion for Reconsideration was on the CA’s affirmation of the court a quo’s Decision awarding attorney’s fees in favor of respondent. this article restrictively enumerates the instances when these fees may be recovered. Thus. THE REGIONAL TRIAL COURT GRAVELY ERRED IN HOLDING DEFENDANTS ROGELIO ESPIRITU AND ROLANDO MACASAET JOINTLY AND SOLIDARILY LIABLE WITH DEFENDANT PNCC. petitioner now assails before us the 9 July 2009 Decision of the CA by raising the sole issue of whether the CA gravely erred in awarding attorney’s fees to respondent. 1999 until its full payment in January 2001. the appellate court’s Former Special Fourth Division denied petitioner’s Motion for Reconsideration in a Resolution dated 18 January 2010. Defendants-appellants Rogelio Espiritu and Rolando Macasaet are absolved from liability. The Order dated October 6. 2006 is affirmed.
2208. (5) Where the defendant acted in gross and evident bad faith in refusing to satisfy the plaintiff's plainly valid. They are not to be awarded every time a party wins a suit. the attorney's fees and expenses of litigation must be reasonable. CA.Art. (4) In case of a clearly unfounded civil action or proceeding against the plaintiff. In ABS-CBN Broadcasting Corp. The power of the court to award attorney’s fees under Article 2208 demands factual. legal. In all cases. In the absence of stipulation. (10) When at least double judicial costs are awarded. laborers and skilled workers. and equitable justification. cannot be recovered. just and demandable claim. still attorney’s fees may not be awarded where no sufficient showing of bad faith could be reflected in a party’s persistence in a case other than an erroneous conviction of the righteousness of his cause. (3) In criminal cases of malicious prosecution against the plaintiff. The general rule is that attorney’s fees cannot be recovered as part of damages because of the policy that no premium should be placed on the right to litigate.7 this Court had the occasion to expound on the policy behind the grant of attorney’s fees as actual or compensatory damages: (T)he law is clear that in the absence of stipulation. other than judicial costs. v. attorney's fees and expenses of litigation. attorney’s fees may be recovered as actual or compensatory damages under any of the circumstances provided for in Article 2208 of the Civil Code. (11) In any other case where the court deems it just and equitable that attorney's fees and expenses of litigation should be recovered. (8) In actions for indemnity under workmen's compensation and employer's liability laws. Even when a claimant is compelled to litigate with third persons or to incur expenses to protect his rights. . (7) In actions for the recovery of wages of household helpers. (2) When the defendant's act or omission has compelled the plaintiff to litigate with third persons or to incur expenses to protect his interest. except: (1) When exemplary damages are awarded. (6) In actions for legal support. (9) In a separate civil action to recover civil liability arising from a crime.
which in this case we find to be sorely inadequate. As such. Attorney's fees.11 It bears reiteration that the award of attorney’s fees is an exception rather than the general rule.12 We have perused the assailed CA’s Decision. or equitable justification for applying paragraph 11 of Article 2208 as basis the latter’s exercise of discretion in holding petitioner liable for attorney’s fees. We do not put a premium on the right to litigate. The CA merely adopted the RTC’s rational for the award. or equitable justification for the award of attorney’s fees in favor of respondent. Villaflores. are not necessarily equated to the amount paid by a litigant to a lawyer. Further. There was no elaboration on the basis. legal. legal. thus.In Benedicto v. .8 we explained the reason behind the need for the courts to arrive upon an actual finding to serve as basis for a grant of attorney’s fees. It is not enough that they merely state the amount of the grant in the dispositive portion of their decisions.1âwphi1 Petitioner contends that the RTC’s Decision has no finding that would fall under any of the exceptions enumerated in Article 2208 of the new Civil Code. counsel's fees are not awarded every time a party prevails in a suit because of the policy that no premium should be placed on the right to litigate. We can glean from the above ruling that attorney’s fees are not awarded as a matter of course every time a party wins. it alleges that the court a quo has not given any factual. while in its extraordinary concept. the basis for the grant must be clearly expressed in the decision of the court. Hence. a rigid standard is imposed on the courts before these fees could be granted. it is necessary for the court to make findings of fact and law that would bring the case within the ambit of these enumerated instances to justify the grant of such award.9 We agree with petitioner on these points. and in all cases it must be reasonable. On occasions that those fees are awarded. it is imperative that they clearly and distinctly set forth in their decisions the basis for the award thereof. legal. but cannot find any factual. they may be awarded by the court as indemnity for damages to be paid by the losing party to the prevailing party. there must be compelling legal reason to bring the case within the exceptions provided under Article 2208 of the Civil Code to justify the award. considering the dual concept of these fees as ordinary and extraordinary: It is settled that the award of attorney's fees is the exception rather than the general rule. The appellate court simply quoted the portion of the RTC Decision that granted the award as basis for the affirmation thereof. attorney's fees represent the reasonable compensation paid to a lawyer by his client for the legal services he has rendered to the latter. Attorney's fees as part of damages are awarded only in the instances specified in Article 2208 of the Civil Code. There is therefore an absence of an independent CA finding of the factual circumstances and legal or equitable basis to justify the grant of attorney’s fees. In the ordinary sense. as part of damages.10 Due to the special nature of the award of attorney’s fees. We have consistently held that an award of attorney’s fees under Article 2208 demands factual. and equitable justification to avoid speculation and conjecture surrounding the grant thereof.
we hold that the award of attorney’s fees by the court a quo. WHEREFORE.000 as acceptance fee and P3.000. 88827 is MODIFIED. to litigate and to protect his interest by reason of an unjustified act of the other party. was forced to litigate to protect the latter’s interest.00 which it paid as acceptance fee and P3. The assailed Decision dated 9 July 2009 of the Court of Appeals in CA-G. as sustained by the appellate court. the foregoing Petition is GRANTED.R. plaintiff is entitled to recover attorney’s fees in the amount of P50. in favor of respondent APAC Marketing Incorporated. Republic of the Philippines SUPREME COURT Manila . we find that there is an obvious lack of a compelling legal reason to consider the present case as one that falls within the exception provided under Article 2208 of the Civil Code. SO ORDERED. No pronouncement as to costs.The RTC found as follows: x x x since it is clear that plaintiff was compelled to hire the services of a counsel.000 as appearance fee. Absent such finding. Thus. was improper and must be deleted.13 The only discernible reason proffered by the trial court in granting the award was that respondent. is hereby DELETED.000. CV No. as complainant in the civil case.00 as appearance fee. in that the award of attorney’s fees in the amount of P50.
INC.R.00).. FELI replied.4 THE FACTS FEGDI is a stock corporation whose primary business is the development of golf courses. in turn. Vertex wrote FEDGI a letter demanding the issuance of a stock certificate in its name. the share remained in the name of FEGDI. Respondent. FEGDI was the developer of the Forest Hills Golf and Country Club (Forest Hills) and. During the pendency of the rescission action (or on . (FEGDI) and Fil-Estate Land. Vertex filed on January 7. 2012 and the resolution3 dated May 31.R. in consideration for its financing support and construction efforts. Although Vertex complied with the request. (FELl). in Civil Case No.000. FELI and Forest Hills. As the demand went unheeded. on February 11. 2000). INC. on installment.100.100. filed by petitioners Fil-Estate Golf and Development. instructed Forest Hills to recognize Vertex as a shareholder. Inc. For this reason. Inc. and FILESTATE LAND.. 1999. 2001. Despite Vertex’s full payment. Sometime in August 1997. This prompted Vertex to make a final demand on March 17. INC. 89296.000. 2012 of the Court of Appeals (CA) in CA-G. Vertex enjoyed membership privileges in Forest Hills. 2007 of the Regional Trial Court (RTC) of Pasig City. DECISION BRION. Branch 161.5 the Class "C" Common Share to respondent Vertex Sales and Trading. It averred that the petitioners defaulted in their obligation as sellers when they failed and refused to issue the stock certificate covering the subject share despite repeated demands. RSACC sold. J. 202079 June 10. was issued several shares of stock of Forest Hills. The assailed CA rulings reversed the decision dated March 1. On the basis of its rights under Article 1191 of the Civil Code. FELI is also a stock corporation.00. Vertex prayed for the rescission of the sale and demanded the reimbursement of the amount it paid (or P1.SECOND DIVISION G. vs. No. Prior to the full payment of the purchase price. to RS Asuncion Construction Corporation (RSACC) one Class "C" Common Share of Forest Hills for P1. 2002 a Complaint for Rescission with Damages and Attachment against FEGDI. 68791. VERTEX SALES AND TRADING. CV No. plus interest. Seventeen (17) months after the sale (or on July 28.: Before the Court is the petition for review on certiorari1 under Rule 45 of the Rules of Court. initially requested Vertex to first pay the necessary fees for the transfer. 2013 FIL-ESTATE GOLF AND DEVELOPMENT. Inc. assailing the decision2 dated February 22. (Vertex). no certificate was issued. RSACC advised FEGDI of the sale to Vertex and FEGDI. Petitioners. but is engaged in real estate development. FEGDI sold.
The first was when their counsel used the letterhead of FELI instead of FEGDI in its reply-letter to Vertex. then it should be considered a substantial breach warranting the rescission of the sale."6 RULING OF THE CA Vertex appealed the dismissal of its complaint. the second was when they used the receipt of FELI for receipt of the documentary stamp tax paid by Vertex. 2002). In its comment to the petition. RULING OF THE RTC The RTC dismissed the complaint for insufficiency of evidence. It also observed that notwithstanding the delay in the issuance of the stock certificate. but Vertex refused to accept it. THE ISSUE . It ruled that delay in the issuance of stock certificates does not warrant rescission of the contract as this constituted a mere casual or slight breach. Vertex’s nominees became members of Forest Hills and fully enjoyed and utilized all its facilities. In light of these circumstances. It considered the prolonged issuance of the stock certificate a substantial breach that served as basis for Vertex to rescind the sale.8 Vertex alleged that the fulfillment of its obligation to pay the purchase price called into action the petitioners’ reciprocal obligation to deliver the stock certificate. For its part. Citing Section 63 of the Corporation Code. the sale had already been consummated. FEGDI argued that the delay cannot be considered a substantial breach because Vertex was unequivocally recognized as a shareholder of Forest Hills. 7 The CA ordered the petitioners to return the amounts paid by Vertex by reason of the sale. In fact.January 23. declaring that the delay in the issuance of a stock certificate constituted as substantial breach that warranted a rescission. a certificate of stock was issued in Vertex’s name. They contend that the CA erred when it reversed the RTC’s dismissal of Vertex’s complaint. FELI stated that it is not a party to the contract sought to be rescinded. Since there was delay in the issuance of a certificate for more than three years. the CA held that there can be no valid transfer of shares where there is no delivery of the stock certificate. In its decision. It argued that it was just recklessly dragged into the action due to a mistake committed by FEGDI’s staff on two instances. delay in the issuance of a stock certificate cannot be considered a substantial breach. the CA reversed the RTC and rescinded the sale of the share. Vertex further alleged that its use and enjoyment of Forest Hills’ facilities cannot be considered delivery and transfer of ownership. THE PARTIES’ ARGUMENTS FEGDI and FELI filed the present petition for review on certiorari to assail the CA rulings. the issuance of the stock certificate is just a collateral matter to the sale and the stock certificate is not essential to "the creation of the relation of shareholder. It added that RSACC also used its shareholder rights and eventually sold its share to Vertex despite the absence of a stock certificate.
Certificate of stock and transfer of shares. No shares of stock against which the corporation holds any unpaid claim shall be transferable in the books of the corporation. the date of the transfer. 63.. (Trans-Phil) and Roland Garcia bought Piltel shares from Finvest Securities Co.9 where the Court held that in "a sale of shares of stock. and sealed with the seal of the corporation shall be issued in accordance with the by-laws. (Finvest Securities) in February 1997. until the transfer is recorded in the books of the corporation showing the names of the parties to the transaction.. Physical delivery is necessary to transfer ownership of stocks The factual backdrop of this case is similar to that of Raquel-Santos v. the number of the certificate or certificates and the number of shares transferred. FEGDI clearly failed to deliver the stock certificates. In this case.1âwphi1 No transfer. – The capital stock of stock corporations shall be divided into shares for which certificates signed by the president or vice-president. shall be valid. Vertex fully paid the purchase price by February 11. Section 63 of the Corporation Code provides: SEC. Inc. Since Finvest Securities failed to deliver the stock certificates. 2002 after Vertex filed an action for rescission against FEGDI. within a reasonable time from the point the shares should have been delivered. It is not entirely correct to say that a sale had . This was a substantial breach of their contract that entitles Vertex the right to rescind the sale under Article 1191 of the Civil Code. THE COURT’S RULING The petition lacks merit." In that case. Inc. 1999 but the stock certificate was only delivered on January 23. except as between the parties. Under these facts. considered in relation to the governing law. The Court ruled that Finvest Securities’ failure to deliver the shares of stock constituted substantial breach of their contract which gave rise to a right on the part of Trans-Phil and Garcia to rescind the sale. the sole issue for the Court to resolve is whether the delay in the issuance of a stock certificate can be considered a substantial breach as to warrant rescission of the contract of sale.Given the parties’ arguments. Shares of stock so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer. physical delivery of a stock certificate is one of the essential requisites for the transfer of ownership of the stocks purchased. Trans-Phil Marine Ent. representing the shares of stock purchased by Vertex. however. which was later on amended to an action for rescission. Trans-Phil and Garcia filed an action first for specific performance. countersigned by the secretary or assistant secretary. Court of Appeals.
CV No. such restitution is necessary to bring back the parties to their original situation prior to the inception of the contract. as buyer. Thus FELl should be absolved from any liability.R.1âwphi1 The Civil Code upholds the spirit over the form. by its express terms. FELl was only dragged into the action when its staff used the wrong letterhead in replying to Vertex and issued the wrong receipt for the payment of transfer taxes. "As a general rule. the parties are only FEGDI. requires a specific form to transfer ownership. 89296 are AFFIRMED with the MODIFICATION that Fil-Estate Land. The enjoyment of these rights cannot suffice where the law. [the contract] is perfected.10 Accordingly. As can be seen from the records. On the amount of damages. provided the essential requisites are present. and Vertex. Regarding the involvement of FELI in this case. From the moment there is a meeting of minds between the parties. Inc. Moreover. we hereby DENY the petition. it deems an agreement to exist. the CA is correct in not awarding damages since Vertex failed to prove by sufficient evidence that it suffered actual damage due to the delay in the issuance of the certificate of stock. 2012 and the resolution dated May 31. no privity of contract exists between Vertex and FELI. 2012 of the Court of Appeals in CA-G. the amount paid to FEGDI by reason of the sale should be returned to Vertex. WHEREFORE. thus. is ABSOLVED from any liability. it is generally obligatory in whatever form it may have been entered into. The decision dated February 22. SO ORDERED. A contract is upheld as long as there is proof of consent. a contract is a meeting of minds between two persons.already been consummated as Vertex already enjoyed the rights a shareholder can exercise. subject matter and cause. "Mutual restitution is required in cases involving rescission under Article 1191" of the Civil Code."11 In the sale of the Class "C" Common Share. as seller. .
claiming that this represented his unpaid separation benefits. As a result. Before the sale could push through. however. DECISION CARPIO. However. INC..9 also in blank. When Mendoza retired in April 1995. No. Nine years later. Mendoza endorsed the Club Share Certificate8 in blank and executed a Deed of Assignment.363. or sometime in July 2004. (Sime Darby) employed Jesus B. J.7 As part of the arrangement.000. the sale did not push through and Sime Darby was compelled to return the payment to the prospective buyer. and distribution of the company's tires and rubber products. Sime Darby claimed that it was the practice of the company to extend to its senior managers and executives the privilege of using and enjoying the facilities of . CV No. Petitioner.101. Sime Darby found an interested buyer of the club share for P1. Sime Darby filed a complaint10 for damages with writ of preliminary injunction against Mendoza with the Regional Trial Court (RTC) of Makati City. was placed under the name of Mendoza in trust for Sime Darby since the By-Laws6 of ACC state that only natural persons may own a club share. MENDOZA. Mendoza refused to sign the required authority to sell or special power of attorney unless Sime Darby paid him the amount ofP300.: The Case Before us is a petition for review on certiorari1 assailing the Decision2 dated 30 March 2012 and Resolution3dated 6 June 2012 of the Court of Appeals in CA-G. 89178. and handed over the documents to Sime Darby. vs. From the time of purchase in 1987. On 3 July 1987.000. the broker required Sime Darby to secure an authorization to sell from Mendoza since the club share was still registered in Mendoza’s name. Respondent. On 13 September 2005.Republic of the Philippines SUPREME COURT Manila SECOND DIVISION G. Sime Darby fully paid Mendoza his separation pay amounting to more thanP3.R. Sime Darby bought a Class "A" club share4 in Alabang Country Club (ACC) from Margarita de Araneta as evidenced by a Deed of Absolute Sale. Sime Darby paid for the monthly dues and other assessments on the club share. Mendoza (Mendoza) as sales manager to handle sales.R.64. 2013 SIME DARBY PILIPINAS.000.5 The share. 202247 June 19. Branch 132. The Facts Petitioner Sime Darby Pilipinas. JESUS B. marketing. Inc.
Mendoza also alleged that when he retired in 1995. as required by Sime Darby. Sime Darby added that during Mendoza’s employment with the company until his retirement in April 1995. Thereafter. enjoining Mendoza from availing of the club’s facilities and privileges as if he is the owner of the club share.e. to the damage and prejudice of Sime Darby. Mendoza filed an Answer alleging ownership of the club share. ACC’s Membership Department Supervisor. On 15 November 2005.various club memberships. who testified that the club share was registered under the name of Mendoza since ACC’s By-Laws prohibits juridical persons from acquiring a club share and attested that Sime Darby paid for the monthly dues of the share since it was purchased in 1987. who testified that she asked Mendoza to endorse ACC Stock Certificate No. Sime Darby’s Treasurer since 1998. Sime Darby’s VicePresident for Legal Affairs and Corporate Secretary. Despite having retired from Sime Darby for less than 10 years and long after the employment contract of Mendoza with the company has been severed. Sime Darby then filed a Motion for Summary Judgment explaining that a trial was no longer necessary since there was no issue as to any material fact. trial on the merits ensued. he only started paying . On 13 March 2006. who testified that Mendoza refused to give Sime Darby his authorization to sell the club share unless he was paid P300. On the other hand. In his testimony. Cascon. Quezon City Sports Club. and Baguio Golf and Country Club. Manila Golf and Country Club. Mendoza stated that Sime Darby purchased the Class "A" club share and placed it under his name as part of his employee benefits and bonus for past exemplary service. Javier. and (3) Ira F. Wack Wack Golf Club. Mendoza presented two witnesses: (1) himself. and (2) Ranel Villar.000 as additional retirement benefit and that Sime Darby was compelled to institute the case and incurred legal expenses of P200. Mendoza admitted endorsing in blank the stock certificate covering the club share and signing a blank assignment of rights only for the purpose of securing Sime Darby’s right of first refusal in case he decides to sell the club share. the trial court denied the motion.000. Sime Darby presented three witnesses: (1) Atty. Sime Darby prayed that a restraining order be issued. Thus. (2) Ranel A. (2) Sime Darby allowed him to personally choose the share that he liked as part of his benefits. Ronald E. Sime Darby regularly paid for the monthly dues and other assessments on the ACC Class "A" club share. (3) as a condition for membership in ACC. he had to personally undergo an interview with regard to his background and not the company’s. Mendoza filed a separate Opposition to Sime Darby’s application for restraining order and preliminary injunction stating that there was no showing of grave and irreparable injury warranting the relief demanded. Further. Mendoza testified that (1) he owns the disputed club share. the same employee of ACC who also testified for Sime Darby. Makati Sports Club. Villar. Mendoza resumed using the facilities and privileges of ACC. (4) though he retired in 1995. Sime Darby failed to give some of his retirement benefits amounting to P300. A-1880 at the back and to sign the assignment of rights. the RTC denied Sime Darby’s prayer for restraining order and preliminary injunction.000. pending the hearing on the issuance of a writ of preliminary injunction. who confirmed that the club share could not be sold to a corporation like Sime Darby. On 3 January 2006. i. Sime Darby alleged that Mendoza sent a letter11 dated 9 August 2004 to ACC and requested all billings effective September 2004 be sent to his personal address.
13 The appellate court ruled that Sime Darby failed to prove that it has a clear and unmistakable right over the club share of ACC. Rule 58 of the Rules of Court. and P250. and ordering defendant Jesus B. Inc. Mendoza to pay the plaintiff P100. the trial court rendered a Decision in favor of Sime Darby. The dispositive portion states: WHEREFORE. is hereby DISMISSED. The Issues The issues for our resolution are: (1) whether Sime Darby is entitled to damages and injunctive relief against Mendoza. states: SEC. from making use of Stock Certificate No. and (2) whether the appellate court erred in declaring that Mendoza is the owner of the club share. in view of all the foregoing. which provides for the grounds for the issuance of a preliminary injunction.00 as temperate damages. Ronald E.12 Mendoza filed an appeal with the Court of Appeals.the club share dues in 2004 because after his retirement. On 30 April 2007. On 30 March 2012. Section 3. SO ORDERED.000. premises considered. – A preliminary injunction may be granted when it is established: . to discuss the supposed selling of the club share which he refused since there were still unpaid retirement benefits due him.000. 05821. (5) in May 2004.. the appealed decision of the Regional Trial Court is REVERSED and SET ASIDE. Grounds for issuance of preliminary injunction. the appellate court reversed the ruling of the trial court. Sime Darby’s representative. The Court’s Ruling The petition has merit.00 as attorney’s fees and litigation expenses. 3. he migrated to the United States until he came back in 1999 and since then he had been going back and forth to the United States. judgment is hereby rendered enjoining defendant Jesus B.14 Sime Darby filed a Motion for Reconsideration which the Court of Appeals denied in a Resolution15 dated 6 June 2012. its former employee. Mendoza. Hence. and (6) ACC recognizes him as the owner of the club share. the Complaint in Civil Case No. 1880 of the Alabang Golf and Country Club. Javier. the instant petition. Resultantly. The dispositive portion of the Decision states: WHEREFORE. he met with Atty. SO ORDERED.
Sime Darby had the share registered under the name of respondent Mendoza. in connection with the application for membership. Mendoza admitted signing the club share certificate and the assignment of rights. Sime Darby sent a letter18 dated 17 September 1987 addressed to ACC confirming that "Mendoza. as Sime Darby’s Sales Manager. or in requiring the performance of an act or acts. threatening or is attempting to do. Greenfield Development Corp. Mendoza identified his signature over the printed words "name of assignee" as his own and when confronted with his Reply-Affidavit.19 Further. Sime Darby placed its name in full as the owner of the share and Mendoza as the assignee of the club share. Sime Darby has the burden of establishing the following requisites: (1) a right in esse or a clear and unmistakable right to be protected. Thus. at Mendoza’s cross-examination. Clearly. and tending to render the judgment ineffectual. Such fact was clearly proved when in the application form17 dated 17 July 1987 of the ACC for the purchase of the club share. these circumstances show that there existed a trust relationship between the parties." Even during the trial. Sime Darby presented evidence that it acquired the Class "A" club share of ACC in 1987 through a Deed of Sale. In Medina v. and turning it over to Sime Darby. either for a limited period or perpetually. Its sole aim is to preserve the status quo until the merits of the case can be heard fully. both in blank. some act or acts probably in violation of the rights of the applicant respecting the subject of the action or proceeding. or is procuring or suffering to be done.(a) That the applicant is entitled to the relief demanded.. (3) that there is an urgent and permanent act and urgent necessity for the writ to prevent serious damage. and the whole or part of such relief consists in restraining the commission or continuance of the act or acts complained of. he did not refute Sime Darby’s ownership of the club share as well as Sime Darby’s payment of the monthly billings from the time the share was purchased. (b) That the commission. or (c) That a party. petitioner Sime Darby has sufficiently established its right over the subject club share. . under a trust arrangement.16 we held that the purpose of a preliminary injunction is to prevent threatened or continuous irremediable injury to some of the parties before their claims can be thoroughly studied and adjudicated. agency or a person is doing. (2) a violation of that right. Being a corporation which is expressly disallowed by ACC’s By-Laws to acquire and register the club share under its name. to be entitled to an injunctive writ. In the present case. Also. is entitled to club membership benefit of the Company. continuance or non-performance of the act or acts complained of during the litigation would probably work injustice to the applicant. court. Sime Darby’s former sales manager.
the following requisites must be present: (a) invasion of the right sought to be protected is material and substantial. Mendoza refused to give an authorization to sell the club share unless he was paid P300. or the use and enjoyment of the club’s facilities and privileges while employed with the company. from the time the share was purchased in 1987 until 1995. Javier of Sime Darby’s plan to sell the share to an interested buyer. Sime Darby paid for the monthly bills pertaining to the share. In August 2004. not even an acknowledgment from Sime Darby that it actually intended the club share to be given to him as a reward for his performance and past service. long after he retired from the employ of the company. Mendoza’s contention of the right of first refusal is a self-serving statement. Mendoza continued to do so. the monthly bills were regularly sent to Sime Darby’s business address until Mendoza requested in August 2004. Third. Last. Mendoza turned over possession of the documents to Sime Darby.000 allegedly representing his unpaid retirement benefit. as the transferee. Mendoza. Despite being informed by Sime Darby to stop using the facilities and privileges of the club share. Ronald E. The burden then shifts to the transferee to show otherwise.While the share was bought by Sime Darby and placed under the name of Mendoza. claimed that he only signed the assignment of rights in blank in order to give Sime Darby the right of first refusal in case he decides to sell the share later on. It can be gathered then that Sime Darby did not intend to give up its beneficial interest and right over the share. Mendoza violated Sime Darby’s beneficial interest and right over the club share after he was informed by Atty. In Thomson v. in this case. as generously practiced by Sime Darby. Mendoza was given the legal title. Mendoza. He did not present any document to show that there was such an agreement between him and the company. Sime Darby properly sought injunction in this case. since 1987. would mean that Sime Darby has a right to match the purchase price offer of Mendoza’s prospective buyer of the club share and Sime Darby may buy back the share at that price. the circumstances which occurred after the purchase of the club share point to the opposite. Mendoza tried to appropriate the club share and demanded from ACC that he be recognized as the true owner of the share as the named member in the stock certificate as well as in the annual report issued by ACC.1âwphi1 At the same time. As correctly observed by the RTC in its Decision dated 30 April 2007: In order for a writ of preliminary injunction to issue. Thus. was extended the privilege of availing a club membership. However. as a senior manager of the company. A right of first refusal. as a corporation. First. While Sime Darby paid for the purchase price of the club share. that such bills be forwarded to his personal address starting September 2004. Second. However. in order to prevent further damage and prejudice to itself. In fact.20 we held that a trust arises in favor of one who pays the purchase price of a property in the name of another. (b) . Thus. Mendoza signed the share certificate and assignment of rights both in blank. because of the presumption that he who pays for a thing intends a beneficial interest for himself. a resulting trust is presumed as a matter of law. his title is only limited to the usufruct. cannot register a club share in its own name under the rules of the ACC. The company merely wanted Mendoza to hold the share in trust since Sime Darby. Court of Appeals.
and with plaintiff’s demand upon the defendant to desist from making use of the club facilities having been ignored. . attorney's fees are hereby awarded in the amount of P250. Additionally. Thirdly.000. it has interest and right over it. Hence. we grant the damages and injunctive relief sought by Sime Darby. and (c) there is an urgent and paramount necessity for the writ to prevent serious damage. With defendant’s continued use of the subject share despite that he is not anymore connected with plaintiff. This is because when the share was registered under the name of defendant. plaintiff having established its right to the relief being claimed and inasmuch as it was constrained to litigate in order to protect its interest as well as incurred litigation expenses.22 Thus. Sime Darby has the right to be protected from Mendoza's act of using the facilities and privileges of ACC. Plaintiff bought the subject share in 1987. plaintiff was forced to return the amount of P1. clearly defendant violated plaintiff’s right over the use and enjoyment thereof. plaintiff did not intend to relinquish its interest and right over the subject.100. plaintiff cannot make use of the facilities of the club because defendant insists on enjoying it despite the fact that he is no longer connected with the plaintiff.000 to the buyer.000 as temperate damages. plaintiff tried to sell the share but defendant refused to give the authority.21 In sum. it has three years to convey its property and close its affairs as a body corporate under the Corporation Code. Further. The twin requirements of a valid injunction are the existence of a right and its actual or threatened violations. until a new grantee is named. This can be inferred from plaintiff’s witness’ testimony that plaintiff required the defendant to sign the said documents so that the plaintiff can be assured that its ownership of the property is properly documented. as the true owner of the ACC Class "A" club share. With this. Thus. it was established that sometime in July 2004.the right of the complainant is clear and unmistakable. As the purchaser of the share. the latter signed the stock certificate in blank as well as the deed of assignment and placed the certificate under the possession of the plaintiff. All the elements are present in the instant case. the right of plaintiff over the share is clear and unmistakable. rather it intended to have the share held in trust by defendant. plaintiff’s payments of monthly billings of the subject share bolster defendant possession in trust rather than his ownership over the share. xxxx As to the second issue. Hence. plaintiff is entitled to its prayer for injunction. plaintiff claimed for temperate or moderate damages. Since the records show that Sime Darby was dissolved on 31 December 2011. who lost his right to use the club share when he retired from the company. Sime Darby may choose to dispose of the club share in any manner it sees fit without undue interference from Mendoza. With this. There is a presumption that the share was bought for the use of the defendant while the latter is still connected with the plaintiff. xxxx In the present case. the Court deems it proper to impose upon the defendant P100.
CV No. . SO ORDERED. We SET ASIDE the 30 March 20 I 2 Decision and 6 June 2012 Resolution of the Court of Appeals in CA-G.WHEREFORE. we GRANT the petition. 05-821. 89178.R. We REINSTATE the 30 April 2007 Decision of the Regional Trial Court of Makati City. Branch 132 in Civil Case No.
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