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SAMPAGUITA BUILDERS v PNB

Mini digest: Sampaguita loaned money from PNB. PNB unilaterally increased rates of interest in the loan w/o
informing Sampaguita. PNB claimed they were authorized to do it as there was a clause in the agreement that they
may do so. Besides, Usury law was no longer in force = SC said NO! PNB cannot do so; it will violate mutuality of
contracts under 1308. Besides, SC may intervene when amount of interest is unconscionable.
Facts:
Sampaguita secured a loan from PNB in an aggregate amount of 8M pesos, mortgaging the properties of
Sampaguita’s president and chairman of the board. Sampaguita also executed several promissory notes due on
different dates (payment dates). The first promissory note had 19.5% interest rate. The 2 nd and 3rd had 21.5%. a
uniform clause therein permitted PNB to increase the rate “within the limits allowed by law at any time depending on
whatever policy it may adopt in the future x x x,” without even giving prior notice to petitioners. There was also a
clause in the promissory note that stated that if the same is not paid 2 years after release then it shall be converted to
a medium term loan – and the interest rate for such loan would apply.

Later on, Sampaguita defaulted on its payments and failed to comply with obligations on promissory notes.
Sampaguita thus requested for a 90 day extension to pay the loan. Again they defaulted, so they asked for loan
restructuring. It partly paid the loan and promised to pay the balance later on. AGAIN they failed to pay so PNB
extrajudicially foreclosed the mortgaged properties. It was sold for 10M. PNB claimed that Sampaguita owed it 12M
so they filed a case in court asking sampaguita to pay for deficiency.

RTC found that Sampaguita was automatically entitled to the debt relief package of PNB and ruled that the latter had
no cause of action against the former. CA reversed, saying Sampaguita was not entitled, thus ordered them to pay the
deficiency – Appeal = Went to SC. Sampaguita claims the loan was bloated so they don’t really owe PNB anymore, but
it just overcharged them!

Issues/Ruling:
W/N the loan accounts are bloated: YES. There is no deficiency; there is actually an overpayment of more than 3M
based on the computation of the SC.
Whether PNB could unilaterally increase interest rates: NO

Ratio:
Sampaguita’s accessory duty to pay interest did not give PNB unrestrained freedom to charge any rate other than that
which was agreed upon. No interest shall be due, unless expressly stipulated in writing. It would be the zenith of
farcicality to specify and agree upon rates that could be subsequently upgraded at whim by only one party to the
agreement.

The “unilateral determination and imposition” of increased rates is “violative of the principle of mutuality of contracts
ordained in Article 1308 of the Civil Code.” One-sided impositions do not have the force of law between the parties,
because such impositions are not based on the parties’ essential equality.

Although escalation clauses are valid in maintaining fiscal stability and retaining the value of money on long-term
contracts, giving respondent an unbridled right to adjust the interest independently and upwardly would completely
take away from petitioners the “right to assent to an important modification in their agreement” and would also
negate the element of mutuality in their contracts. The clause cited earlier made the fulfillment of the contracts
“dependent exclusively upon the uncontrolled will” of respondent and was therefore void. Besides, the pro forma
promissory notes have the character of a contract d’adhésion, “where the parties do not bargain on equal footing, the
weaker party’s [the debtor’s] participation being reduced to the alternative ‘to take it or leave it.’”

Circular that lifted the ceiling of interest rates of usury law did not authorize either party to unilaterally raise the
interest rate without the other’s consent.

the interest ranging from 26 percent to 35 percent in the statements of account -- “must be equitably reduced for
being iniquitous, unconscionable and exorbitant.” Rates found to be iniquitous or unconscionable are void, as if it
there were no express contract thereon. Above all, it is undoubtedly against public policy to charge excessively for the
use of money.

It cannot be argued that assent to the increases can be implied either from the June 18, 1991 request of petitioners
for loan restructuring or from their lack of response to the statements of account sent by respondent. Such request
does not indicate any agreement to an interest increase; there can be no implied waiver of a right when there is no
clear, unequivocal and decisive act showing such purpose. Besides, the statements were not letters of information
sent to secure their conformity; and even if we were to presume these as an offer, there was no acceptance. No one
receiving a proposal to modify a loan contract, especially interest -- a vital component -- is “obliged to answer the
proposal.”

Besides, PNB did not comply with its own stipulation that should the loan not be paid 2 years after release of money
then it shall be converted to a medium term loan.

*Court applied 12% interest rate instead for being a forbearance of money

(there were some pieces of evidence presented by PNB in court that sampaguita objected to. Lower courts overruled
the objections but SC said the objections were correct and the evidence should not have been admitted. i.e. contract
wasn’t signed by the parties, a part of the contract wasn’t properly annexed/no reference was made in the main
contract.)

In addition to the preceding discussion, it is then useless to labor the point that the increase in rates violates the
impairment clause of the Constitution, because the sole purpose of this provision is to safeguard the integrity of valid
contractual agreements against unwarranted interference by the State in the form of laws. Private individuals’
intrusions on interest rates is governed by statutory enactments like the Civil Code