Escolar Documentos
Profissional Documentos
Cultura Documentos
L-20583
January 23, 1967
REPUBLIC OF THE PHILIPPINES, petitioner,
vs.
SECURITY CREDIT AND ACCEPTANCE CORPORATION,
ROSENDO T. RESUELLO, PABLO TANJUTCO, ARTURO
SORIANO, RUBEN BELTRAN, BIENVENIDO V. ZAPA,
PILAR G. RESUELLO, RICARDO D. BALATBAT, JOSE
SEBASTIAN and VITO TANJUTCO JR., respondents.
Office of the Solicitor General Arturo A. Alafriz and
Solicitor E. M. Salva for petitioner.Sycip, Salazar, Luna,
Manalo & Feliciano for respondents.Natalio M. Balboa
and F. E. Evangelista for the receiver.
337.
That the illegal transactions thus undertaken by
defendant corporation warrant its dissolution is
apparent from the fact that the foregoing misuser of
the corporate funds and franchise affects the essence
of its business, that it is willful and has been repeated
59,463 times, and that its continuance inflicts injury
upon the public, owing to the number of persons
affected thereby.
It is urged, however, that this case should be
remanded to the Court of First Instance of Manila upon
the authority of Veraguth vs. Isabela Sugar Co. (57
Phil. 266). In this connection, it should be noted that
this Court is vested with original jurisdiction,
concurrently with courts of first instance, to hear and
decide quo warranto cases and, that, consequently, it
is discretionary for us to entertain the present case or
to require that the issues therein be taken up in said
Civil Case No. 52342. The Veraguth case cited by
herein defendants, in support of the second
alternative, is not in point, because in said case there
were issues of fact which required the presentation of
evidence, and courts of first instance are, in general,
better equipped than appellate courts for the taking of
testimony and the determination of questions of fact.
In the case at bar, there is, however, no dispute as to
the principal facts or acts performed by the
corporation in the conduct of its business. The main
issue here is one of law, namely, the legal nature of
said facts or of the aforementioned acts of the
corporation. For this reason, and because public
interest demands an early disposition of the case, we
have deemed it best to determine the merits thereof.
Wherefore, the writ prayed for should be, as it is
hereby granted and defendant corporation is,
accordingly, ordered dissolved. The appointment of
receiver herein issued pendente lite is hereby made
permanent, and the receiver is, accordingly, directed
to administer the properties, deposits, and other
assets of defendant corporation and wind up the
affairs thereof conformably to Rules 59 and 66 of the
Rules of Court. It is so ordered.
Reyes, J.B.L., Dizon, Regala, Makalintal, Bengzon, J.P.,
Zaldivar, Sanchez and Castro, JJ., concur.
Footnotes
1
Which, as amended on May 8, 1961, authorized it:
"1. To extend credit facilities for home building and
agricultural, commercial and industrial projects;
2. To extend credit, give loans, mortgages and
pledges, either as principal, agent, broker or attorneyin-fact, upon every and all kind and classes of
products, materials, goods, merchandise, and other
properties, real or personal of every kind and nature;
3. To draw, accept, endorse, purchase, own, sell,
discount, mortgage, assign or otherwise dispose of,
negotiate or collect accounts or notes receivables,
negotiable instruments, letters of credit and other
evidence of indebtedness;
4. To purchase, acquire, and take over, all or any part
DECISION
CARPIO, J.:
The Case
Before us is a petition for review of the Decisio of the
Court of Appeals in CA-G.R. CV No. 34382 dated 10
December 1996 modifying the Decision of the
Regional Trial Court, Fourth Judicial Region, Assisting
Court, Bian, Laguna in Civil Case No. B-3148 entitled
Leonilo Marcos v. Philippine Banking Corporation.
The Antecedent Facts
On 30 August 1989, Leonilo Marcos (Marcos) filed with
the trial court a Complaint for Sum of Money with
Damage
against petitioner
Philippine Banking
Corporation (BANK Marcos alleged that sometime in
1982, the BANK through Florencio B. Pagsaligan
(Pagsaligan), one of the officials of the BANK and a
close friend of Marcos, persuaded him to deposit
money with the BANK. Marcos yielded to Pagsaligans
persuasion and claimed he made a time deposit with
the BANK on two occasions. The first was on 11 March
1982 for P664,897.67. The BANK issued Receipt No.
635734 for this time deposit. On 12 March 1982,
Marcos claimed he again made a time deposit with the
BANK for P764,897.67. The BANK did not issue an
official receipt for this time deposit but it
acknowledged a deposit of this amount through a
letter-certification Pagsaligan issued. The time
deposits earned interest at 17% per annum and had a
maturity period of 90 days.
Marcos alleged that Pagsaligan kept the various time
deposit certificates on the assurance that the BANK
would take care of the certificates, interests and
renewals. Marcos claimed that from the time of the
deposit, he had not received the principal amount or
its interest.
Sometime in March 1983, Marcos wanted to withdraw
from the BANK his time deposits and the accumulated
interests to buy materials for his construction
business. However, the BANK through Pagsaligan
convinced Marcos to keep his time deposits intact and
instead to open several domestic letters of credit. The
BANK required Marcos to give a marginal deposit of
30% of the total amount of the letters of credit. The
time deposits of Marcos would secure 70% of the
letters of credit. Since Marcos trusted the BANK and
Pagsaligan, he signed blank printed forms of the
application for the domestic letters of credit, trust
receipt agreements and promissory notes.
Marcos executed three Trust Receipt Agreements
totalling P851,250, broken down as follows: (1) Trust
Receipt No. CD 83.7 dated 8 March 1983 for P300,000;
(2) Trust Receipt No. CD 83.9 dated 15 March 1983 for
P300,000; and (3) Trust Receipt No. CD 83.10 dated 15
March 1983 for P251,250. Marcos deposited the
required 30% marginal deposit for the trust receipt
agreements. Marcos claimed that his obligation to the
BANK was therefore only P595,875 representing 70%
of the letters of credit.
Marcos believed that he and the BANK became
of a criminal complaint.
The BANK alleged that as of 12 March 1982, the total
amount of the various time deposits of Marcos was
only P764,897.67 and not P1,428,795.35 as alleged in
the complaint. The P764,897.67 included the
P664,897.67 that Marcos deposited on 11 March 1982.
The BANK pointed out that Marcos delivered to the
BANK the time deposit certificates by virtue of the
Deed of Assignment dated 2 June 1989. Marcos
executed the Deed of Assignment to secure his various
loan obligations. The BANK claimed that these loans
are covered by Promissory Note No. 20-756-82 dated 2
June 1982 for P420,000 and Promissory Note No. 20979-83 dated 24 October 1983 for P500,000. The
BANK stressed that these obligations are separate and
distinct from the trust receipt agreements.
When Marcos defaulted in the payment of Promissory
Note No. 20-979-83, the BANK debited his time
deposits and applied the same to the obligation that is
now considered fully paid. The BANK insisted that the
Deed of Assignment authorized it to apply the time
deposits in payment of Promissory Note No. 20-97983.
In March 1982, the wife of Marcos, Consolacion
Marcos, sought the advice of Pagsaligan. Consolacion
informed Pagsaligan that she and her husband needed
to finance the purchase of construction materials for
their business, L.A. Marcos Construction Company.
Pagsaligan suggested the opening of the letters of
credit and the execution of trust receipts, whereby the
BANK would agree to purchase the goods needed by
the client through the letters of credit. The BANK
would then entrust the goods to the client, as
entrustee, who would undertake to deliver the
proceeds of the sale or the goods themselves to the
entrustor within a specified time.
The BANK claimed that Marcos freely entered into the
trust receipt agreements. When Marcos failed to
account for the goods delivered or for the proceeds of
the sale, the BANK filed a complaint for violation of
Presidential Decree No. 115 or the Trust Receipts Law.
Instead of initiating negotiations for the settlement of
the account, Marcos filed this suit.
The BANK denied falsifying Promissory Note No. 20979-83. The BANK claimed that the promissory note is
supported by documentary evidence such as Marcos
application for this loan and the microfilm of the
cashiers check issued for the loan. The BANK insisted
that Marcos could not deny the agreement for the
payment of interest and penalties under the trust
receipt agreements. The BANK prayed for the
dismissal of the complaint, payment of damages,
attorneys fees and cost of suit.
On 15 December 1989, the trial court on motion of
Marcos counsel issued an order declaring the BANK in
default for filing its answer five days after the 15-day
period to file the answer had lapsed. The trial court
also held that the answer is a mere scrap of paper
because a copy was not furnished to Marcos. In the
DECISION
TINGA, J.:
Before this Court is a Rule 45 petition assailing the
Decision[1] dated 29 September 1994 of the Court of
Appeals that reversed the Decision[2] dated 30 April
1991 of the Regional Trial Court (RTC) of Bulacan,
Branch 6, Malolos. The trial court declared Transfer
Certificates of Title (TCTs) No. T-9326-P(M) and No. T9327-P(M) as void ab initio and ordered the restoration
of Original Certificate of Title (OCT) No. P-153(M) in the
name of Eduardo Manlapat (Eduardo), petitioners
predecessor-in-interest.
The controversy involves Lot No. 2204, a parcel of land
with an area of 1,058 square meters, located at
Panghulo, Obando, Bulacan. The property had been
originally in the possession of Jose Alvarez, Eduardos
grandfather, until his demise in 1916. It remained
unregistered until 8 October 1976 when OCT No. P153(M) was issued in the name of Eduardo pursuant to
a free patent issued in Eduardos name [3] that was
entered in the Registry of Deeds of Meycauayan,
Bulacan.[4] The subject lot is adjacent to a fishpond
owned by one
Ricardo Cruz (Ricardo), predecessor-in-interest of
respondents Consuelo Cruz and Rosalina Cruz-Bautista
(Cruzes).[5]
On 19 December 1954, before the subject lot was
titled, Eduardo sold a portion thereof with an area of
553 square meters to Ricardo. The sale is evidenced
by a deed of sale entitled Kasulatan ng Bilihang
Tuluyan ng Lupang Walang Titulo (Kasulatan) [6] which
was signed by Eduardo himself as vendor and his wife
Engracia Aniceto with a certain Santiago Enriquez
signing as witness. The deed was notarized by Notary
Public Manolo Cruz.[7] On 4 April 1963, the Kasulatan
was registered with the Register of Deeds of Bulacan. [8]
On 18 March 1981, another Deed of Sale[9] conveying
another portion of the subject lot consisting of 50
square meters as right of way was executed by
Eduardo in favor of Ricardo in order to reach the
portion covered by the first sale executed in 1954 and
to have access to his fishpond from the provincial
road.[10] The deed was signed by Eduardo himself and
his wife Engracia Aniceto, together with Eduardo
Manlapat, Jr. and Patricio Manlapat. The same was also
duly notarized on 18 July 1981 by Notary Public
Arsenio Guevarra.[11]
HEIRS OF MANLAPAT VS CA
the
original
petition
or
application, any subsequent
registration procured by the
presentation
of
a
forged
duplicate certificate of title, or
a forged deed or instrument,
shall be null and
void.
(emphasis supplied)
Petitioners argue that the issuance of the TCTs violated
the third paragraph of Section 53 of P.D. No. 1529. The
argument is baseless. It must be noted that the
provision speaks of forged duplicate certificate of title
and forged deed or instrument. Neither instance
obtains in this case. What the Cruzes presented before
the Register of Deeds was the very genuine owners
duplicate certificate earlier deposited by Banaag,
Eduardos attorney-in-fact, with RBSP. Likewise, the
instruments of conveyance are authentic, not forged.
Section 53 has never been clearer on the point that as
long as the owners duplicate certificate is presented to
the Register of Deeds together with the instrument of
conveyance, such presentation serves as conclusive
authority to the Register of Deeds to issue a transfer
certificate or make a memorandum of registration in
accordance with the instrument.
The records of the case show that despite the efforts
made by the Cruzes in persuading the heirs of
Eduardo to allow them to secure a separate TCT on the
claimed portion, their ownership being amply
evidenced by the Kasulatan and Sinumpaang Salaysay
where Eduardo himself acknowledged the sales in
favor of Ricardo, the heirs adamantly rejected the
notion of separate titling. This prompted the Cruzes to
approach the bank manager of RBSP for the purpose
of protecting their property right. They succeeded in
persuading the latter to lend the owners duplicate
certificate. Despite the apparent irregularity in
allowing the Cruzes to get hold of the owners
duplicate certificate, the bank officers consented to
the Cruzes plan to register the deeds of sale and
secure two new separate titles, without notifying the
heirs of Eduardo about it.
Further, the law on the matter, specifically P.D. No.
1529, has no explicit requirement as to the manner of
acquiring the owners duplicate for purposes of issuing
a TCT. This led the Register of Deeds of Meycauayan
as well as the Central Bank officer, in rendering an
opinion on the legal feasibility of the process resorted
to by the Cruzes. Section 53 of P.D. No. 1529 simply
requires the production of the owners duplicate
certificate, whenever any voluntary instrument is
presented for registration, and the same shall be
conclusive authority from the registered owner to the
Register of Deeds to enter a new certificate or to make
a memorandum of registration in accordance with
in
Section 53. Such act constitutes manifest negligence
on the part of the bank which would necessarily hold it
liable for damages under Article 1170 and other
relevant provisions of the Civil Code.[56]
In the absence of evidence, the damages that may be
awarded may be in the form of nominal damages.
Nominal damages are adjudicated in order that a right
of the plaintiff, which has been violated or invaded by
the defendant, may be vindicated or recognized, and
not for the purpose of indemnifying the plaintiff for
any loss suffered by him.[57] This award rests on the
mortgagors right to rely on the banks observance of
the highest diligence in the conduct of its business.
The act of RBSP of entrusting to respondents the
owners duplicate certificate entrusted to it by the
mortgagor without even notifying the mortgagor and
absent any prior investigation on the veracity of
respondents claim and
character is a patent failure to foresee the risk created
by the act in view of the provisions of Section 53 of
P.D. No. 1529. This act runs afoul of every banks
mandate to observe the highest degree of diligence in
dealing with its clients. Moreover, a mortgagor has
also the right to be afforded due process before
deprivation or diminution of his property is effected as
the OCT was still in the name of Eduardo. Notice and
hearing are indispensable elements of this right which
the bank miserably ignored.
Under the circumstances, the Court believes the award
of P50,000.00 as nominal damages is appropriate.
Five-Year Prohibition against alienation
or encumbrance under the Public Land Act
CADIZ V CA
DECISION
TINGA, J.:
anomalous transactions.
Second, petitioners contend that they should be
relieved of any liability considering that respondent
bank did not suffer a pecuniary loss. This claim must
obviously fail.
There is jurisprudential support, as noted by the Court
of Appeals in citing University of the East v. NLRC[18]
that lack of material or pecuniary damages would not
in any way mitigate a persons liability nor obliterate
the loss of trust and confidence. In the case of
Etcuban v. Sulpicio Lines,[19] this Court definitively
ruled that:
. . . Whether or not the
respondent
bank
was
financially
prejudiced
is
immaterial. Also, what matters
is not the amount involved, be
it paltry or gargantuan; rather
the fraudulent scheme in
which the petitioner was
involved, which constitutes a
clear betrayal of trust and
confidence. . . .
Moreover, it cannot be discounted that as bank
employees, the responsibilities of petitioners are
impressed with a high degree of public interest.
Private persons entrust their fortunes to banks, and it
would cause a breakdown of the financial order if the
judicial system were to leave unsanctioned bank
employees who treat depositors accounts as their own
private kitty.
Still, petitioners insist that respondent bank never lost
trust and confidence in them as it did not place them
under preventive suspension, and more tellingly, it
even promoted them after the labor arbiter had
ordered their reinstatement. Preventive suspension,
which is never obligatory on the part of the employer,
may be resorted to only when the continued
employment of the employee poses a serious and
imminent threat to the life or property of the employer
or of his co-workers.[20] The bank points out that the
Alfiscar account, through which the anomalous
transactions were coursed, was no longer active at the
time the fraud was discovered. [21] Clearly, the bank
had reason to conclude that the imminence of the
threat posed by the employees was not as vital as it
would have been had the dubious account still been
open.
As to the alleged promotions, the original employer,
PCIB, admits that petitioners had been reinstated by
reason of the Decision, but such act was by no means
voluntary. PCIB however does not rebut the allegations
that Bongkingki and Cadiz were assigned to sensitive
Deposits:
and conditions.
10)
The Bank reserves the right to close an
account if the depositor frequently draws checks
against insufficient funds and/or uncollected deposits.
12) However, it is clearly understood that
the depositor is not entitled, as a matter of
right, to overdraw on this deposit and the
bank reserves the right at any time to
return checks of the depositor which are
drawn against insufficient funds or for any
other reason.
The facts, as found by the court a quo and
the appellate court, do not establish that,
in the exercise of this right, petitioner bank
committed an abuse thereof. Specifically,
the second and third elements for abuse of
rights are not attendant in the present
case.
The
evidence
presented
by
petitioner bank negates the existence of
bad faith or malice on its part in closing
the respondents account on April 4, 1988
because on the said date the same was
already overdrawn. The respondent issued
four checks, all due on April 4, 1988,
amounting to P7,410.00 when the balance
of his current account deposit was only
P6,981.43. Thus, he incurred an overdraft
of P428.57 which resulted in the dishonor
of his Check No. 2434886. Further,
petitioner bank showed that in 1986, the
current account of the respondent was
overdrawn 156 times due to his issuance
of checks against insufficient funds.[13] In
1987, the said account was overdrawn 117
times for the same reason.[14] Again, in
1988, 26 times.[15] There were also several
instances when the respondent issued
checks deliberately using a signature
different from his specimen signature on
file with petitioner bank.[16] All these
circumstances taken together justified the
petitioner
banks
closure
of
the
respondents account on April 4, 1988 for
improper handling.
It is observed that nowhere under its rules and
regulations is petitioner bank required to notify the
respondent, or any depositor for that matter, of the
closure of the account for frequently drawing checks
against insufficient funds. No malice or bad faith could
be imputed on petitioner bank for so acting since the
records bear out that the respondent had indeed been
improperly and irregularly handling his account not
just a few times but hundreds of times. Under the
circumstances, petitioner bank could not be faulted for
exercising its right in accordance with the express
rules and regulations governing the current accounts
of its depositors. Upon the opening of his account, the
respondent had agreed to be bound by these terms
SO ORDERED.