Lirag Textile Mills, Inc. (Litex) opened an irrevocable
commercial letter of credit with Prudential an! for "#$%&',(((. o In connection with its importation of ),((( spindles for spinning machiner* These were released to Litex under covering +trust receipts+ it executed in favor of Prudential an!. Litex installed and used the items in its textile mill located in Montalban, ,i-al. .P granted a foreign currenc* loan to Litex o In the amount of "#$%,'(/,))0. To secure the loan, o Litex executed real estate and chattel mortgages o 1n its plant site in Montalban, ,i-al, o Including the buildings and other improvements, machineries and e2uipment there covered b* the +trust receipts.+ Prudential an! learned about .P3s plan for the overall rehabilitation of Litex. Prudential an! noti4ed .P of its claim over the various items covered b* the +trust receipts+. Prudential an! informed .P that it was the absolute and 5uridical owner of the said items and o The* were thus not part of the mortgaged assets o That could be legall* ceded to .P. Litex failed to pa* its obligation, o .P extra65udiciall* foreclosed on the real estate and chattel mortgages, o .P ac2uired the foreclosed properties as the highest bidder. .P caused to be published public sale Prudential an! wrote .P reasserting its claim over the items covered b* +trust receipts+ and o 7dvising .P not to include them in the auction. o It also demanded The turn6over of the articles or The pa*ment of their value. 7n exchange of correspondences ensued between Prudential an! and .P. .P informed Prudential an! that its claim had been referred to .P3s legal department. Prudential an! made a 4nal demand on .P for the turn6over of the articles or the pa*ment of their value. 8ithout the !nowledge of Prudential an!, .P sold the textile mill, machineries and e2uipments, to L*on Textile Mills. Prudential an! 4led a complaint for a sum of mone* with damages against .P with the ,egional Trial 9ourt of Ma!ati, ,T9: o .ecided in favor of Prudential an!. o 7ppl*ing the provisions of P. 00), it ruled: P,".;<TI7L 7<= holds absolute title to the sub5ect properties ,eleased possession of the sub5ect properties to LIT;> LIT;> upon execution of the trust receipts, was bound to hold said properties in trust for the former, and (a) To sell or otherwise dispose of the same and to turn over to P,".;<TI7L 7<= the amount still owing? or (b) To return the goods if unsold. #ince LIT;> was allowed to sell, all the more was it authori-ed to mortgage the same, Provided LIT;> turns over to P,".;<TI7L all amounts owing. 8hen .P, well aware of the status of the properties, ac2uired the same in the public auction, it was bound b* the terms of the trust receipts .P held no better right than LIT;>, and is thus bound to turn over whatever amount was due P,".;<TI7L 7<=. eing a trustee ex male4cio of P,".;<TI7L 7<=, .P is necessaril* liable therefor. 9ourt of 7ppeals o .ismissed the appeal and a@rmed the decision of the trial court in toto. o ;ven if Litex mortgaged the items to .P and .P foreclosed on such mortgage, .P was dut*6bound to turn over the proceeds to Prudential an!, being the part* that advanced the pa*ment for them. o 1n .P3s argument that the disputed articles were not proper ob5ects of a trust receipt agreement, 9ourt of 7ppeals ruled that the items were part of the trust agreement The agreement was not contrar* to law, morals, public polic*, customs and good order, It was binding on the parties. o 7ppellate court found that .P was not a mortgagee in good faith. "pheld the 4nding that .P was a trustee ex male4cio of Prudential an! RULING P. 00) which de4nes such a transaction as follows: Section 4. What constitutes a trust receipt transaction o Is an* transaction b* and between an entruster, and entrustee o The entruster, who owns or holds absolute title or securit* interests over certain speci4ed goods, documents or instruments, releases the same to the possession of the entrustee o ;ntrustee executes and delivers to the entruster a signed document called a +trust receipt+ wherein ;ntrustee binds himself To hold the designated goods, documents or instruments in trust for the entruster and To sell or otherwise dispose of the goods, documents or instruments 8ith the obligation to turn over to the entruster The proceeds to the extent of the amount owing to the entruster or as appears in the trust receipt or the goods, documents or instruments themselves or Aor other purposes substantiall* e2uivalent to an* of the following: In the case of goods or documents, (a) to sell the goods or procure their sale? or (b) to manufacture or process the goods with the purpose of ultimate sale: Provided, That the entruster shall retain its title over the goods whether in its original or processed form? or Page 1 of 2 (c) to load, unload, ship or tranship or otherwise deal with them in a manner preliminar* or necessar* to their sale? or In the case of instruments, (a) to sell or procure their sale or exchange? or (b) to deliver them to a principal? or (c) to eBect the consummation of some transactions involving deliver* to a depositor* or register? or (d) to eBect their presentation, collection or renewal. 7greements between Prudential an! and Litex commonl* denominated as +trust receipts+ were valid. o Their provisions did not contravene the law, morals, good customs, public order or public polic*. The articles were owned b* Prudential an! and the* were onl* held b* Litex in trust. o 7rticle C(') (C) of the 9ivil 9ode In a contract of pledge or mortgage, it is essential that the pledgor or mortgagor should be the absolute owner of the thing pledged or mortgaged. o 7rticle C(') (D) Person constituting the pledge or mortgage must have the free disposal of his propert*, and In the absence thereof, that he be legall* authori-ed for the purpose. Litex had neither absolute ownership, free disposal nor the authorit* to freel* dispose of the articles. Litex could not have sub5ected them to a chattel mortgage. Their inclusion in the mortgage was void. o There being no valid mortgage, there could also be no valid foreclosure or valid auction sale. o .P could not be considered as a mortgagee or as a purchaser in good faith. <o one can transfer a right to another greater than what he himself has. Litex could not transfer a right that it did not have over the disputed items. .P could not ac2uire a right greater than what its predecessor6in6interest had. .P merel* stepped into the shoes of Litex as trustee of the imported articles with an obligation to pa* their value or to return them on Prudential an!3s demand. 8E;,;A1,;, the petition is hereb* .;<I;.. The decision of the 9ourt of 7ppeals 7AAI,M;.. Page 2 of 2