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Vda. De Jayme, et al.

, vs CA, Cebu
Asiancars et al

Subject: Obligations & Contracts

Dexter Gary P. Flores
I Statement of the Legal Problem
Petitioner Graciano and Mamerta Jayme wants to redeem the mortgaged property
leased to Asiancars and was foreclosed by Metrobank by way of “dacion en pago”.
Metrobank, on the other hand, by way of Real Estate Mortgage foreclosed the
mortgage because the lessee failed to pay their obligations with Metrobank and
therefore giving the ownership of the building and the lot to Metrobank.

II Legal Concepts relevant to the Case

Article 1255 - the debtor may cede or assign his property to his creditors in payments
of his debts. This cession, unless there is stipulation to the contrary, shall only
release the debtor from responsibility for the net proceeds of the thing assigned. The
agreements which, on the effect of the cession, are made between the debtor and his
creditors shall be governed by special laws.
Article 2076 -2077 – the obligation of the guarantor is extinguished at the same timeas
that of the debtor, and for the same causes as all other obligations, if the creditor
voluntarily accepts immovable or other property in payment of the debt, even if he
should afterwards lose the same through eviction, the guarantor is released.
Article 2058 – the guarantor cannot be compelled to pay the creditor unless the latter
has exhausted all the property of the debtor, and has resorted to all the legal remedies
against the debtor.
Article 1312 – In contracts creating real rights, third persons who come into position of
the object of the contract are bound thereby, subject to the provisions of the Mortgage
Law and the Land Registration law.
Article 1245 – Dation in payment, whereby property is alienated to the creditor in
satisfaction of a debt in money, shall be governed by the law of sales.
Article 2085 – the following requisites are essential to the contracts of pledge and
1. That they be constituted to secure the fulfillment of a principal obligation.
2. That the pledgor or mortgagor be the absolute owner of the thing pledged or
3. That the persons constituting the pledge or mortgage have the free disposal
of their property, and in the absence thereof , that they be legally authorized
for the purpose.
Third persons who are not parties to the principal obligation may secure the latter
by pledging or mortgaging their own property.
Dacion en Pago – is the delivery and transmission of ownership of a thing by the
debtor to the creditor as an accepted equivalent of the performance of the obligation.
3 essential elements of a contract: consent, object certain and cause or consideration
must be present.

III Highlights of the Case
Spouses Graciano and Mamerta Jayme are the registered owners of lot 2700, situated
in the Municipality of Mandaue, Cebu, consisting of 2,568 sq. m. and covered by
Transfer Certificate of Title No. 8290.
On January 8, 1973, hey entered into a Contract of Lease with George Neri, the
president of Airland Motors Corporation (now Cebu Asiancars Inc.) covering half of lot
2700. The lease was for twenty years.
The contract stipulates that Asiancars may used the leased premises as a collateral to
secure payment of a loan which Asiancars may obtain from any bank, provided that the
proceeds of the loan be used solely for the construction of a building which upon
termination of the lease shall automatically become the property of the Jayme spouses.
A Special Power of Attorney was then executed dated January 26,1974 in favor of
George Neri, who used the lot to secure a loan from the General Bank and Trust
Company. The loan was paid fully on August 14, 1977.
In October 1977, Asiancars obtained a loan of P6,000,000 from Metrobank. The entire
lot 2700 was offered as one of the several properties given as a collateral for the loan.
As mortgagors, the spouses signed a Deed of Real Estate Mortgage dated November
21, 1977, in favor of Metrobank. It stated that the deed was to secure the payment of a
loan obtained by Asiancars from the bank.
To assure the Jayme spouses, Neri and the other officers of Asiancars, executed an
undertaking. The undertaking states that Neri promised, in their personal capacities
and/or in representation of Cebu Asiancars, inc., to compensate Mr. & Mrs. Graciano
Jayme for any and all or whatever damage they may sustain or suffer by virtue and
arising out of the mortgage to Metrobank of the aforestated parcel of land. Neri also
wrote a letter dated September 1, 1981 addressed to Mamerta Jayme acknowledging
her “confidence and help” extended to him, his family and Asiancars. He promised to
pay the loan to Metrobank before it was due.
Asiancars have financial difficulties paying the loan and incurred an outstanding
balance on the loan. By way of Dacion en Pago, Asiancars conveyed ownership of the
building on the leased premises.
Eventually, Metrobank extrajudicially foreclosed the mortgage. A Certificate of Sale was
issued and was registered with the Registry of Deeds on February 23, 1981 in favor of
Metrobank who won the public auction.

IV Case Analysis and the Supreme Court Resolution

The Regional Trial court based on the definition of the contract declared that the Real
Estate Mortgage executed by the Jaymes in favor of Metrobank is valid and binding of
the partners because the three essential elements where present in the said
agreement namely: consent, object certain and cause or consideration .
The undertaking executed by Neri and the officers of Asiancars in favor of the true
owner of Lot 2700 is also valid and binding of the two parties.
The court also decided that the Jaymes can redeem the mortgaged property for the
amount of P2,942,448.66 plus 6% interest per annum within 90 days from the date of
finality of this judgement. Plaintiffs failed to redeem the property and therefore the Deed
of Sale was awarded in favor of Metrobank. However, the spouses are not without
recourse for their loss of their property since they can claim the damages to Neri and
Asiancars based on the said undertaking executed by the latter making it the source of
obligation of Asiancars. Therefore, Asiancars is liable for whatever amount and
damages the owner is due plus interest of the aforementioned leased property.

It is also decided by the court that the alienation of the building by Asiancars in favor
Metrobank is also valid by virtue of Dacion en Pago which is the delivery and
transmission of ownership of a thing by the debtor to the creditor as an accepted
equivalent of the performance of the obligation.

V Critique of the Supreme Court Decision

I agree with the court’s decision that the property be turned over to Metrobank since the
Jayme executed a Real Estate Mortgage contract and therefore agree to the terms and
conditions the agreement stipulated in the contract. Metrobank has all the right to claim
the property brought about by the indebtedness of Asiancars where the latter has
consent from the true owner of Lot 2700.
Asiancars and all its officers are also liable to the Jaymes since they have executed a
valid and binding contract in the form of an undertaking where Asiancars promised to
fulfill all their obligations to the said owner of the lot. The three essential elements of a
contract is present: consent, object and consideration.

VI Conclusion and Recommendation

Metrobank holds a very special document that protected it from the Jaymes
redeeming the lot the Asiancars owed them and that is the Real estate mortgage
agreement where the two parties agreed on all conditions stipulated in the contract
including the foreclosure of the said mortgaged property and gaining ultimately the right
to the property. However, the spouses are not without recourse since they also have
the undertaking executed by Neri and the rest of the officers of Asiancars making the
latter liable for damages it cost the spouses for the transfer of ownership of the said
leased property. The spouses should have consulted a lawyer first before entering into
a contract and signing the REM since this mistakes can cost a person its property.
Conditions and regulations of the said contract should be carefully studied and
evaluated so that everyone agrees on what is stipulated. In this case, the petitioner
should therefore concentrate their attention in getting the damages from Asiancars
since this is the most logical thing to do because claiming the building and property to
Metrobank would just be a waste of time and money since the court declared that the
Real Estate Mortgage Agreement executed was ruled valid and binding.