Professional Documents
Culture Documents
FERNANDEZ, J.:
The defendant, Jose M. Aruego, appealed to the Court of Appeals from
the order of the Court of First Instance of Manila, Branch XIII, in Civil
Case No. 42066 denying his motion to set aside the order declaring
him in default, 1and from the order of said court in the same case
denying his motion to set aside the judgment rendered after he was
declared in default. 2 These two appeals of the defendant were
docketed as CA-G.R. NO. 27734-R and CA-G.R. NO. 27940-R,
respectively.
Upon motion of the defendant on July 25, 1960, 3 he was allowed by
the Court of Appeals to file one consolidated record on appeal of CAG.R. NO. 27734-R and CA-G.R. NO. 27940-R. 4
In a resolution promulgated on March 1, 1966, the Court of Appeals,
First Division, certified the consolidated appeal to the Supreme Court
on the ground that only questions of law are involved. 5
On December 1, 1959, the Philippine Bank of Commerce instituted
against Jose M. Aruego Civil Case No. 42066 for the recovery of the
total sum of about P35,000.00 with daily interest thereon from
November 17, 1959 until fully paid and commission equivalent to 3/8%
for every thirty (30) days or fraction thereof plus attorney's fees
equivalent to 10% of the total amount due and costs. 6 The complaint
filed by the Philippine Bank of Commerce contains twenty-two (22)
causes of action referring to twenty-two (22) transactions entered into
by the said Bank and Aruego on different dates covering the period
from August 28, 1950 to March 14, 1951. 7 The sum sought to be
recovered represents the cost of the printing of "World Current
Events," a periodical published by the defendant. To facilitate the
payment of the printing the defendant obtained a credit
accommodation from the plaintiff. Thus, for every printing of the "World
Current Events," the printer, Encal Press and Photo Engraving,
collected the cost of printing by drawing a draft against the plaintiff,
said draft being sent later to the defendant for acceptance. As an
added security for the payment of the amounts advanced to Encal
Press and Photo-Engraving, the plaintiff bank also required defendant
Aruego to execute a trust receipt in favor of said bank wherein said
defendant undertook to hold in trust for plaintiff the periodicals and to
sell the same with the promise to turn over to the plaintiff the proceeds
of the sale of said publication to answer for the payment of all
obligations arising from the draft. 8
Aruego received a copy of the complaint together with the summons
on December 2, 1959. 9 On December 14, 1959 defendant filed an
urgent motion for extension of time to plead, and set the hearing on
December 16, 1959. 10 At the hearing, the court denied defendant's
motion for extension. Whereupon, the defendant filed a motion to
dismiss the complaint on December 17, 1959 on the ground that the
complaint states no cause of action because:
a) When the various bills of exchange were presented to the defendant
as drawee for acceptance, the amounts thereof had already been paid
by the plaintiff to the drawer (Encal Press and Photo Engraving),
without knowledge or consent of the defendant drawee.
2
default. 27 Upon opposition of the plaintiff filed on June 3, 1960, 28 the
trial court denied the defendant's motion to set aside the judgment by
default in an order of June 11, 1960. 29 On June 20, 1960, the
defendant filed his notice of appeal from the order of the court denying
his motion to set aside the judgment by default, his appeal bond, and
his record on appeal. The defendant's record on appeal was approved
by the trial court on June 25, 1960. 30 Thus, the defendant had two
appeals with the Court of Appeals: (1) Appeal from the order of the
lower court denying his motion to set aside the order of default
docketed as CA-G.R. NO. 27734-R; (2) Appeal from the order denying
his motion to set aside the judgment by default docketed as CA-G.R.
NO. 27940-R.
In his brief, the defendant-appellant assigned the following errors:
I
THE LOWER COURT ERRED IN HOLDING
THAT THE DEFENDANT WAS IN DEFAULT.
II
THE LOWER COURT ERRED IN
ENTERTAINING THE MOTION TO DECLARE
DEFENDANT IN DEFAULT ALTHOUGH AT THE
TIME THERE WAS ALREADY ON FILE AN
ANSWER BY HIM WITHOUT FIRST DISPOSING
OF SAID ANSWER IN AN APPROPRIATE
ACTION.
III
THE LOWER COURT ERRED IN DENYING
DEFENDANT'S PETITION FOR RELIEF OF
ORDER OF DEFAULT AND FROM JUDGMENT
BY DEFAULT AGAINST DEFENDANT. 31
It has been held that to entitle a party to relief from a judgment taken
against him through his mistake, inadvertence, surprise or excusable
neglect, he must show to the court that he has a meritorious
defense. 32 In other words, in order to set aside the order of default, the
defendant must not only show that his failure to answer was due to
fraud, accident, mistake or excusable negligence but also that he has a
meritorious defense.
The record discloses that Aruego received a copy of the complaint
together with the summons on December 2, 1960; that on December
17, 1960, the last day for filing his answer, Aruego filed a motion to
dismiss; that on December 22, 1960 the lower court dismissed the
complaint; that on January 23, 1960, the plaintiff filed a motion for
reconsideration and on March 7, 1960, acting upon the motion for
reconsideration, the trial court issued an order setting aside the order
of dismissal; that a copy of the order was received by the defendant on
March 11, 1960 at 5:00 o'clock in the afternoon as shown in the
affidavit of the deputy sheriff; and that on the following day, March 12,
1960, the defendant filed his answer to the complaint.
The failure then of the defendant to file his answer on the last day for
pleading is excusable. The order setting aside the dismissal of the
complaint was received at 5:00 o'clock in the afternoon. It was
therefore impossible for him to have filed his answer on that same day
because the courts then held office only up to 5:00 o'clock in the
afternoon. Moreover, the defendant immediately filed his answer on
the following day.
However, while the defendant successfully proved that his failure to
answer was due to excusable negligence, he has failed to show that
he has a meritorious defense. The defendant does not have a good
and substantial defense.
3
parties involved, but not in the determination of whether a commercial
paper is a bill of exchange or not.
It is evident then that the defendant's appeal can not prosper. To grant
the defendant's prayer will result in a new trial which will serve no
purpose and will just waste the time of the courts as well as of the
parties because the defense is nil or ineffective. 37
WHEREFORE, the order appealed from in Civil Case No. 42066 of the
Court of First Instance of Manila denying the petition for relief from the
judgment rendered in said case is hereby affirmed, without
pronouncement as to costs.
"Used" Allis Crawler Tractors which were being offered were fit for the
job, and gave the corresponding warranty of ninety (90) days
performance of the machines and availability of parts. (t.s.n., May 28,
1980, pp. 59-66).
With said assurance and warranty, and relying on the seller-assignor's
skill and judgment, petitioner-corporation through petitioners Wee and
Vergara, president and vice- president, respectively, agreed to
purchase on installment said two (2) units of "Used" Allis Crawler
Tractors. It also paid the down payment of Two Hundred Ten
Thousand Pesos (P210,000.00).
On April 5, 1978, the seller-assignor issued the sales invoice for the
two 2) units of tractors (Exh. "3-A"). At the same time, the deed of sale
with chattel mortgage with promissory note was executed (Exh. "2").
SO ORDERED.
Teehankee (Chairman), Makasiar, Guerrero and Melencio-Herrera JJ.,
concur.
Republic of the Philippines
SUPREME COURT
Manila
SECOND DIVISION
Barely fourteen (14) days had elapsed after their delivery when one of
the tractors broke down and after another nine (9) days, the other
tractor likewise broke down (t.s.n., May 28, 1980, pp. 68-69).
On April 25, 1978, petitioner Rodolfo T. Vergara formally advised the
seller-assignor of the fact that the tractors broke down and requested
for the seller-assignor's usual prompt attention under the warranty (E
exh. " 5 ").
In response to the formal advice by petitioner Rodolfo T. Vergara,
Exhibit "5," the seller-assignor sent to the job site its mechanics to
conduct the necessary repairs (Exhs. "6," "6-A," "6-B," 16 C," "16-C-1,"
"6-D," and "6-E"), but the tractors did not come out to be what they
should be after the repairs were undertaken because the units were no
longer serviceable (t. s. n., May 28, 1980, p. 78).
Because of the breaking down of the tractors, the road building and
simultaneous logging operations of petitioner-corporation were delayed
and petitioner Vergara advised the seller-assignor that the payments of
the installments as listed in the promissory note would likewise be
delayed until the seller-assignor completely fulfills its obligation under
its warranty (t.s.n, May 28, 1980, p. 79).
4
per annum, attorney's fees of Two Hundred Forty Nine Thousand
Eighty One Pesos & 71/100 (P249,081.7 1) and costs of suit.
The petitioners filed their amended answer praying for the dismissal of
the complaint and asking the trial court to order the respondent to pay
the petitioners damages in an amount at the sound discretion of the
court, Twenty Thousand Pesos (P20,000.00) as and for attorney's
fees, and Five Thousand Pesos (P5,000.00) for expenses of litigation.
The petitioners likewise prayed for such other and further relief as
would be just under the premises.
In a decision dated April 20, 1981, the trial court rendered the following
judgment:
WHEREFORE, judgment is hereby rendered:
1. ordering defendants to pay jointly and severally
in their official and personal capacities the
principal sum of ONE MILLION NINETY THREE
THOUSAND SEVEN HUNDRED NINETY EIGHT
PESOS & 71/100 (P1,093,798.71) with accrued
interest of ONE HUNDRED FIFTY ONE
THOUSAND SIX HUNDRED EIGHTEEN PESOS
& 86/100 (P151,618.,86) as of August 15, 1979
and accruing interest thereafter at the rate of 12%
per annum;
2. ordering defendants to pay jointly and severally
attorney's fees equivalent to ten percent (10%) of
the principal and to pay the costs of the suit.
Defendants' counterclaim is disallowed. (pp. 4546, Rollo)
On June 8, 1981, the trial court issued an order denying the motion for
reconsideration filed by the petitioners.
Thus, the petitioners appealed to the Intermediate Appellate Court and
assigned therein the following errors:
I
THAT THE LOWER COURT ERRED IN FINDING THAT THE SELLER
ATLANTIC GULF AND PACIFIC COMPANY OF MANILA DID NOT
APPROVE DEFENDANTS-APPELLANTS CLAIM OF WARRANTY.
II
THAT THE LOWER COURT ERRED IN FINDING THAT PLAINTIFFAPPELLEE IS A HOLDER IN DUE COURSE OF THE PROMISSORY
NOTE AND SUED UNDER SAID NOTE AS HOLDER THEREOF IN
DUE COURSE.
On July 17, 1985, the Intermediate Appellate Court issued the
challenged decision affirming in toto the decision of the trial court. The
pertinent portions of the decision are as follows:
xxx xxx xxx
From the evidence presented by the parties on the
issue of warranty, We are of the considered
opinion that aside from the fact that no provision of
warranty appears or is provided in the Deed of
Sale of the tractors and even admitting that in a
contract of sale unless a contrary intention
appears, there is an implied warranty, the defense
of breach of warranty, if there is any, as in this
5
dated October 17, 1985, a copy of which was received by the
petitioners on October 21, 1985.
Hence, this petition was filed on the following grounds:
I.
ON ITS FACE, THE PROMISSORY NOTE IS CLEARLY NOT A
NEGOTIABLE INSTRUMENT AS DEFINED UNDER THE LAW SINCE
IT IS NEITHER PAYABLE TO ORDER NOR TO BEARER.
II
THE RESPONDENT IS NOT A HOLDER IN DUE COURSE: AT BEST,
IT IS A MERE ASSIGNEE OF THE SUBJECT PROMISSORY NOTE.
III.
SINCE THE INSTANT CASE INVOLVES A NON-NEGOTIABLE
INSTRUMENT AND THE TRANSFER OF RIGHTS WAS THROUGH A
MERE ASSIGNMENT, THE PETITIONERS MAY RAISE AGAINST
THE RESPONDENT ALL DEFENSES THAT ARE AVAILABLE TO IT
AS AGAINST THE SELLER- ASSIGNOR, INDUSTRIAL PRODUCTS
MARKETING.
IV.
THE PETITIONERS ARE NOT LIABLE FOR THE PAYMENT OF THE
PROMISSORY NOTE BECAUSE:
A) THE SELLER-ASSIGNOR IS GUILTY OF BREACH OF
WARRANTY UNDER THE LAW;
B) IF AT ALL, THE RESPONDENT MAY RECOVER ONLY FROM
THE SELLER-ASSIGNOR OF THE PROMISSORY NOTE.
V.
THE ASSIGNMENT OF THE CHATTEL MORTGAGE BY THE
SELLER- ASSIGNOR IN FAVOR OF THE RESPONDENT DOES NOT
CHANGE THE NATURE OF THE TRANSACTION FROM BEING A
SALE ON INSTALLMENTS TO A PURE LOAN.
VI.
THE PROMISSORY NOTE CANNOT BE ADMITTED OR USED IN
EVIDENCE IN ANY COURT BECAUSE THE REQUISITE
DOCUMENTARY STAMPS HAVE NOT BEEN AFFIXED THEREON
OR CANCELLED.
The petitioners prayed that judgment be rendered setting aside the
decision dated July 17, 1985, as well as the resolution dated October
17, 1985 and dismissing the complaint but granting petitioners'
counterclaims before the court of origin.
On the other hand, the respondent corporation in its comment to the
petition filed on February 20, 1986, contended that the petition was
filed out of time; that the promissory note is a negotiable instrument
and respondent a holder in due course; that respondent is not liable for
any breach of warranty; and finally, that the promissory note is
admissible in evidence.
The core issue herein is whether or not the promissory note in question
is a negotiable instrument so as to bar completely all the available
defenses of the petitioner against the respondent-assignee.
6
Secondly, it likewise cannot be denied that as soon as the tractors
broke down, the petitioner-corporation notified the seller-assignor's
sister company, AG & P, about the breakdown based on the sellerassignor's express 90-day warranty, with which the latter complied by
sending its mechanics. However, due to the seller-assignor's delay and
its failure to comply with its warranty, the tractors became totally
unserviceable and useless for the purpose for which they were
purchased.
Thirdly, the petitioner-corporation, thereafter, unilaterally rescinded its
contract with the seller-assignor.
Articles 1191 and 1567 of the Civil Code provide that:
ART. 1191. The power to rescind obligations is
implied in reciprocal ones, in case one of the
obligors should not comply with what is incumbent
upon him.
The injured party may choose between the
fulfillment and the rescission of the obligation with
the payment of damages in either case. He may
also seek rescission, even after he has chosen
fulfillment, if the latter should become impossible.
xxx xxx xxx
ART. 1567. In the cases of articles 1561, 1562,
1564, 1565 and 1566, the vendee may elect
between withdrawing from the contract and
demanding a proportionate reduction of the price,
with damages in either case. (Emphasis supplied)
Petitioner, having unilaterally and extrajudicially rescinded its contract
with the seller-assignor, necessarily can no longer sue the sellerassignor except by way of counterclaim if the seller-assignor sues it
because of the rescission.
In the case of the University of the Philippines v. De los Angeles (35
SCRA 102) we held:
In other words, the party who deems the contract
violated may consider it resolved or rescinded,
and act accordingly, without previous court action,
but it proceeds at its own risk. For it is only the
final judgment of the corresponding court that will
conclusively and finally settle whether the action
taken was or was not correct in law. But the law
definitely does not require that the contracting
party who believes itself injured must first file suit
and wait for adjudgement before taking
extrajudicial steps to protect its interest.
Otherwise, the party injured by the other's breach
will have to passively sit and watch its damages
accumulate during the pendency of the suit until
the final judgment of rescission is rendered when
the law itself requires that he should exercise due
diligence to minimize its own damages (Civil
Code, Article 2203). (Emphasis supplied)
Going back to the core issue, we rule that the promissory note in
question is not a negotiable instrument.
The pertinent portion of the note is as follows:
FOR VALUE RECEIVED, I/we jointly and severally
promise to pay to the INDUSTRIAL PRODUCTS
MARKETING, the sum of ONE MILLION NINETY
THREE THOUSAND SEVEN HUNDRED EIGHTY
7
promissory note which is as
testified to by the witness was
indorsed? (Counsel for
Plaintiff nodding his head.)
Then we have no further
questions on cross,
COURT:
You confirm his
manifestation? You are
nodding your head? Do you
confirm that?
ATTY. ILAGAN:
The Deed of Sale cannot be
assigned. A deed of sale is a
transaction between two
persons; what is assigned are
rights, the rights of the
mortgagee were assigned to
the IFC Leasing &
Acceptance Corporation.
COURT:
He puts it in a simple way as
one-deed of sale and chattel
mortgage were assigned; . . .
you want to make a
distinction, one is an
assignment of mortgage right
and the other one is
indorsement of the promissory
note. What counsel for
defendants wants is that you
stipulate that it is contained in
one single transaction?
ATTY. ILAGAN:
We stipulate it is one single
transaction. (pp. 27-29, TSN.,
February 13, 1980).
Secondly, even conceding for purposes of discussion that the
promissory note in question is a negotiable instrument, the respondent
cannot be a holder in due course for a more significant reason.
The evidence presented in the instant case shows that prior to the sale
on installment of the tractors, there was an arrangement between the
seller-assignor, Industrial Products Marketing, and the respondent
whereby the latter would pay the seller-assignor the entire purchase
price and the seller-assignor, in turn, would assign its rights to the
respondent which acquired the right to collect the price from the buyer,
herein petitioner Consolidated Plywood Industries, Inc.
A mere perusal of the Deed of Sale with Chattel Mortgage with
Promissory Note, the Deed of Assignment and the Disclosure of
Loan/Credit Transaction shows that said documents evidencing the
sale on installment of the tractors were all executed on the same day
by and among the buyer, which is herein petitioner Consolidated
Plywood Industries, Inc.; the seller-assignor which is the Industrial
Products Marketing; and the assignee-financing company, which is the
respondent. Therefore, the respondent had actual knowledge of the
fact that the seller-assignor's right to collect the purchase price was not
unconditional, and that it was subject to the condition that the tractors sold were not defective. The respondent knew that when the tractors
8
It may be that our holding
here will require some
changes in business methods
and will impose a greater
burden on the finance
companies. We think the
buyer-Mr. & Mrs. General
Public-should have some
protection somewhere along
the line. We believe the
finance company is better
able to bear the risk of the
dealer's insolvency than the
buyer and in a far better
position to protect his
interests against
unscrupulous and insolvent
dealers. . . .
If this opinion imposes great
burdens on finance
companies it is a potent
argument in favor of a rule
which win afford public
protection to the general
buying public against
unscrupulous dealers in
personal property. . . . (Mutual
Finance Co. v. Martin, 63 So.
2d 649, 44 ALR 2d 1 [1953])
(Campos and Campos, Notes
and Selected Cases on
Negotiable Instruments Law,
Third Edition, p. 128).
In the case of Commercial Credit Corporation v. Orange Country
Machine Works (34 Cal. 2d 766) involving similar facts, it was held that
in a very real sense, the finance company was a moving force in the
transaction from its very inception and acted as a party to it. When a
finance company actively participates in a transaction of this type from
its inception, it cannot be regarded as a holder in due course of the
note given in the transaction.
In like manner, therefore, even assuming that the subject promissory
note is negotiable, the respondent, a financing company which actively
participated in the sale on installment of the subject two Allis Crawler
tractors, cannot be regarded as a holder in due course of said note. It
follows that the respondent's rights under the promissory note involved
in this case are subject to all defenses that the petitioners have against
the seller-assignor, Industrial Products Marketing. For Section 58 of
the Negotiable Instruments Law provides that "in the hands of any
holder other than a holder in due course, a negotiable instrument is
subject to the same defenses as if it were non-negotiable. ... "
Prescinding from the foregoing and setting aside other peripheral
issues, we find that both the trial and respondent appellate court erred
in holding the promissory note in question to be negotiable. Such a
ruling does not only violate the law and applicable jurisprudence, but
would result in unjust enrichment on the part of both the assignerassignor and respondent assignee at the expense of the petitionercorporation which rightfully rescinded an inequitable contract. We note,
however, that since the seller-assignor has not been impleaded herein,
there is no obstacle for the respondent to file a civil Suit and litigate its
claims against the seller- assignor in the rather unlikely possibility that
it so desires,
WHEREFORE, in view of the foregoing, the decision of the respondent
appellate court dated July 17, 1985, as well as its resolution dated
October 17, 1986, are hereby ANNULLED and SET ASIDE. The
complaint against the petitioner before the trial court is DISMISSED.
SO ORDERED.
REGALADO, J.:
This petition for review on certiorari impugns and seeks the reversal of
the decision promulgated by respondent court on March 8, 1991 in CAG.R. CV No. 23615 1 affirming with modifications, the earlier decision
of the Regional Trial Court of Manila, Branch XLII, 2 which dismissed
the complaint filed therein by herein petitioner against respondent
bank.
The undisputed background of this case, as found by the court a
quo and adopted by respondent court, appears of record:
1. On various dates, defendant, a commercial
banking institution, through its Sucat Branch
issued 280 certificates of time deposit (CTDs) in
favor of one Angel dela Cruz who deposited with
herein defendant the aggregate amount of
P1,120,000.00, as follows: (Joint Partial
Stipulation of Facts and Statement of Issues,
Original Records, p. 207; Defendant's Exhibits 1 to
280);
CTD CTD
Dates Serial Nos. Quantity Amount
22 Feb. 82 90101 to 90120 20 P80,000
26 Feb. 82 74602 to 74691 90 360,000
2 Mar. 82 74701 to 74740 40 160,000
4 Mar. 82 90127 to 90146 20 80,000
5 Mar. 82 74797 to 94800 4 16,000
5 Mar. 82 89965 to 89986 22 88,000
5 Mar. 82 70147 to 90150 4 16,000
8 Mar. 82 90001 to 90020 20 80,000
9 Mar. 82 90023 to 90050 28 112,000
9 Mar. 82 89991 to 90000 10 40,000
9 Mar. 82 90251 to 90272 22 88,000
Total 280 P1,120,000
===== ========
2. Angel dela Cruz delivered the said certificates
of time (CTDs) to herein plaintiff in connection with
his purchased of fuel products from the latter
(Original Record, p. 208).
9
3. Sometime in March 1982, Angel dela Cruz
informed Mr. Timoteo Tiangco, the Sucat Branch
Manger, that he lost all the certificates of time
deposit in dispute. Mr. Tiangco advised said
depositor to execute and submit a notarized
Affidavit of Loss, as required by defendant bank's
procedure, if he desired replacement of said lost
CTDs (TSN, February 9, 1987, pp. 48-50).
4. On March 18, 1982, Angel dela Cruz executed
and delivered to defendant bank the required
Affidavit of Loss (Defendant's Exhibit 281). On the
basis of said affidavit of loss, 280 replacement
CTDs were issued in favor of said depositor
(Defendant's Exhibits 282-561).
5. On March 25, 1982, Angel dela Cruz negotiated
and obtained a loan from defendant bank in the
amount of Eight Hundred Seventy Five Thousand
Pesos (P875,000.00). On the same date, said
depositor executed a notarized Deed of
Assignment of Time Deposit (Exhibit 562) which
stated, among others, that he (de la Cruz)
surrenders to defendant bank "full control of the
indicated time deposits from and after date" of the
assignment and further authorizes said bank to
pre-terminate, set-off and "apply the said time
deposits to the payment of whatever amount or
amounts may be due" on the loan upon its
maturity (TSN, February 9, 1987, pp. 60-62).
6. Sometime in November, 1982, Mr. Aranas,
Credit Manager of plaintiff Caltex (Phils.) Inc.,
went to the defendant bank's Sucat branch and
presented for verification the CTDs declared lost
by Angel dela Cruz alleging that the same were
delivered to herein plaintiff "as security for
purchases made with Caltex Philippines, Inc." by
said depositor (TSN, February 9, 1987, pp. 54-68).
7. On November 26, 1982, defendant received a
letter (Defendant's Exhibit 563) from herein plaintiff
formally informing it of its possession of the CTDs
in question and of its decision to pre-terminate the
same.
8. On December 8, 1982, plaintiff was requested
by herein defendant to furnish the former "a copy
of the document evidencing the guarantee
agreement with Mr. Angel dela Cruz" as well as
"the details of Mr. Angel dela Cruz" obligation
against which plaintiff proposed to apply the time
deposits (Defendant's Exhibit 564).
9. No copy of the requested documents was
furnished herein defendant.
10
payable, not to whoever purports to be the
"bearer" but only to the specified person indicated
therein, the depositor. In effect, the appellee bank
acknowledges its depositor Angel dela Cruz as the
person who made the deposit and further engages
itself to pay said depositor the amount indicated
thereon at the stipulated date. 6
We disagree with these findings and conclusions, and hereby hold that
the CTDs in question are negotiable instruments. Section 1 Act No.
2031, otherwise known as the Negotiable Instruments Law,
enumerates the requisites for an instrument to become negotiable, viz:
(a) It must be in writing and signed by the maker
or drawer;
(b) Must contain an unconditional promise or order
to pay a sum certain in money;
(c) Must be payable on demand, or at a fixed or
determinable future time;
(d) Must be payable to order or to bearer; and
(e) Where the instrument is addressed to a
drawee, he must be named or otherwise indicated
therein with reasonable certainty.
The CTDs in question undoubtedly meet the requirements of the law
for negotiability. The parties' bone of contention is with regard to
requisite (d) set forth above. It is noted that Mr. Timoteo P. Tiangco,
Security Bank's Branch Manager way back in 1982, testified in open
court that the depositor reffered to in the CTDs is no other than Mr.
Angel de la Cruz.
xxx xxx xxx
Atty. Calida:
q In other words Mr. Witness,
you are saying that per books
of the bank, the depositor
referred (sic) in these
certificates states that it was
Angel dela Cruz?
witness:
a Yes, your Honor, and we
have the record to show that
Angel dela Cruz was the one
who cause (sic) the amount.
Atty. Calida:
q And no other person or
entity or company, Mr.
Witness?
witness:
a None, your Honor. 7
xxx xxx xxx
Atty. Calida:
q Mr. Witness, who is the
depositor identified in all of
these certificates of time
deposit insofar as the bank is
concerned?
witness:
a Angel dela Cruz is the
depositor. 8
xxx xxx xxx
On this score, the accepted rule is that the negotiability or nonnegotiability of an instrument is determined from the writing, that is,
from the face of the instrument itself. 9 In the construction of a bill or
note, the intention of the parties is to control, if it can be legally
ascertained. 10 While the writing may be read in the light of surrounding
circumstances in order to more perfectly understand the intent and
meaning of the parties, yet as they have constituted the writing to be
the only outward and visible expression of their meaning, no other
words are to be added to it or substituted in its stead. The duty of the
court in such case is to ascertain, not what the parties may have
secretly intended as contradistinguished from what their words
express, but what is the meaning of the words they have used. What
the parties meant must be determined by what they said. 11
Contrary to what respondent court held, the CTDs are negotiable
instruments. The documents provide that the amounts deposited shall
be repayable to the depositor. And who, according to the document, is
the depositor? It is the "bearer." The documents do not say that the
depositor is Angel de la Cruz and that the amounts deposited are
repayable specifically to him. Rather, the amounts are to be repayable
to the bearer of the documents or, for that matter, whosoever may be
the bearer at the time of presentment.
If it was really the intention of respondent bank to pay the amount to
Angel de la Cruz only, it could have with facility so expressed that fact
in clear and categorical terms in the documents, instead of having the
word "BEARER" stamped on the space provided for the name of the
depositor in each CTD. On the wordings of the documents, therefore,
the amounts deposited are repayable to whoever may be the bearer
thereof. Thus, petitioner's aforesaid witness merely declared that Angel
de la Cruz is the depositor "insofar as the bank is concerned," but
obviously other parties not privy to the transaction between them would
not be in a position to know that the depositor is not the bearer stated
in the CTDs. Hence, the situation would require any party dealing with
the CTDs to go behind the plain import of what is written thereon to
unravel the agreement of the parties thereto through facts aliunde. This
need for resort to extrinsic evidence is what is sought to be avoided by
the Negotiable Instruments Law and calls for the application of the
elementary rule that the interpretation of obscure words or stipulations
in a contract shall not favor the party who caused the obscurity. 12
The next query is whether petitioner can rightfully recover on the
CTDs. This time, the answer is in the negative. The records reveal that
Angel de la Cruz, whom petitioner chose not to implead in this suit for
reasons of its own, delivered the CTDs amounting to P1,120,000.00 to
petitioner without informing respondent bank thereof at any time.
Unfortunately for petitioner, although the CTDs are bearer instruments,
a valid negotiation thereof for the true purpose and agreement
between it and De la Cruz, as ultimately ascertained, requires both
delivery and indorsement. For, although petitioner seeks to deflect this
fact, the CTDs were in reality delivered to it as a security for De la
Cruz' purchases of its fuel products. Any doubt as to whether the CTDs
were delivered as payment for the fuel products or as a security has
been dissipated and resolved in favor of the latter by petitioner's own
authorized and responsible representative himself.
11
In a letter dated November 26, 1982 addressed to respondent Security
Bank, J.Q. Aranas, Jr., Caltex Credit Manager, wrote: ". . . These
certificates of deposit were negotiated to us by Mr. Angel dela Cruz to
guarantee his purchases of fuel products" (Emphasis ours.) 13 This
admission is conclusive upon petitioner, its protestations
notwithstanding. Under the doctrine of estoppel, an admission or
representation is rendered conclusive upon the person making it, and
cannot be denied or disproved as against the person relying
thereon. 14 A party may not go back on his own acts and
representations to the prejudice of the other party who relied upon
them. 15 In the law of evidence, whenever a party has, by his own
declaration, act, or omission, intentionally and deliberately led another
to believe a particular thing true, and to act upon such belief, he
cannot, in any litigation arising out of such declaration, act, or
omission, be permitted to falsify it. 16
If it were true that the CTDs were delivered as payment and not as
security, petitioner's credit manager could have easily said so, instead
of using the words "to guarantee" in the letter aforequoted. Besides,
when respondent bank, as defendant in the court below, moved for a
bill of particularity therein 17 praying, among others, that petitioner, as
plaintiff, be required to aver with sufficient definiteness or particularity
(a) the due date or dates ofpayment of the alleged indebtedness of
Angel de la Cruz to plaintiff and (b) whether or not it issued a receipt
showing that the CTDs were delivered to it by De la Cruz
as payment of the latter's alleged indebtedness to it, plaintiff
corporation opposed the motion. 18 Had it produced the receipt prayed
for, it could have proved, if such truly was the fact, that the CTDs were
delivered as payment and not as security. Having opposed the motion,
petitioner now labors under the presumption that evidence willfully
suppressed would be adverse if produced. 19
Under the foregoing circumstances, this disquisition in Intergrated
Realty Corporation, et al. vs. Philippine National Bank, et al. 20 is
apropos:
. . . Adverting again to the Court's
pronouncements in Lopez, supra, we quote
therefrom:
The character of the
transaction between the
parties is to be determined by
their intention, regardless of
what language was used or
what the form of the transfer
was. If it was intended to
secure the payment of money,
it must be construed as a
pledge; but if there was some
other intention, it is not a
pledge. However, even
though a transfer, if regarded
by itself, appears to have
been absolute, its object and
character might still be
qualified and explained by
contemporaneous writing
declaring it to have been a
deposit of the property as
collateral security. It has been
said that a transfer of property
by the debtor to a creditor,
even if sufficient on its face to
make an absolute
conveyance, should be
treated as a pledge if the debt
continues in inexistence and
is not discharged by the
transfer, and that accordingly
the use of the terms ordinarily
importing conveyance of
absolute ownership will not be
12
Respondent bank duly complied with this statutory requirement.
Contrarily, petitioner, whether as purchaser, assignee or lien holder of
the CTDs, neither proved the amount of its credit or the extent of its
lien nor the execution of any public instrument which could affect or
bind private respondent. Necessarily, therefore, as between petitioner
and respondent bank, the latter has definitely the better right over the
CTDs in question.
Finally, petitioner faults respondent court for refusing to delve into the
question of whether or not private respondent observed the
requirements of the law in the case of lost negotiable instruments and
the issuance of replacement certificates therefor, on the ground that
petitioner failed to raised that issue in the lower court. 28
The use of the word "may" in said provision shows that it is not
mandatory but discretionary on the part of the "dispossessed owner" to
apply to the judge or court of competent jurisdiction for the issuance of
a duplicate of the lost instrument. Where the provision reads "may,"
this word shows that it is not mandatory but discretional. 34 The word
"may" is usually permissive, not mandatory. 35 It is an auxiliary verb
indicating liberty, opportunity, permission and possibility. 36
Moreover, as correctly analyzed by private respondent, 37 Articles 548
to 558 of the Code of Commerce, on which petitioner seeks to anchor
respondent bank's supposed negligence, merely established, on the
one hand, a right of recourse in favor of a dispossessed owner or
holder of a bearer instrument so that he may obtain a duplicate of the
same, and, on the other, an option in favor of the party liable thereon
who, for some valid ground, may elect to refuse to issue a replacement
of the instrument. Significantly, none of the provisions cited by
petitioner categorically restricts or prohibits the issuance a duplicate or
replacement instrument sans compliance with the procedure outlined
therein, and none establishes a mandatory precedent requirement
therefor.
WHEREFORE, on the modified premises above set forth, the petition
is DENIED and the appealed decision is hereby AFFIRMED.
SO ORDERED.
Narvasa, C.J., Padilla and Nocon, JJ., concur.
Republic of the Philippines
SUPREME COURT
Manila
THIRD DIVISION
13
FELICIANO, J.:
On 9 February 1981, petitioner Raul Sesbreo made a money market
placement in the amount of P300,000.00 with the Philippine
Underwriters Finance Corporation ("Philfinance"), Cebu Branch; the
placement, with a term of thirty-two (32) days, would mature on 13
March 1981, Philfinance, also on 9 February 1981, issued the following
documents to petitioner:
TO Raul Sesbreo
14
We further certify that these securities may be
inspected by you or your duly authorized
representative at any time during regular banking
hours.
Upon your written instructions we shall undertake
physical delivery of the above securities fully
assigned to you should this Denominated
Custodianship Receipt remain outstanding in your
favor thirty (30) days after its maturity.
15
Unfortunately for plaintiff,
Philfinance was not
impleaded as one of the
defendants in this case at bar;
hence, this Court is without
jurisdiction to pronounce
judgement against it. (p. 11,
Decision)
WHEREFORE, finding no reversible error in the
decision appealed from, the same is hereby
affirmed in toto. Cost against plaintiff-appellant.
Petitioner moved for reconsideration of the above Decision, without
success.
Hence, this Petition for Review on Certiorari.
After consideration of the allegations contained and issues raised in
the pleadings, the Court resolved to give due course to the petition and
required the parties to file their respective memoranda. 7
Petitioner reiterates the assignment of errors he directed at the trial
court decision, and contends that respondent court of Appeals gravely
erred: (i) in concluding that he cannot recover from private respondent
Delta his assigned portion of DMC PN No. 2731; (ii) in failing to hold
private respondent Pilipinas solidarily liable on the DMC PN No. 2731
in view of the provisions stipulated in DCR No. 10805 issued in favor r
of petitioner, and (iii) in refusing to pierce the veil of corporate entity
between Philfinance, and private respondents Delta and Pilipinas,
considering that the three (3) entities belong to the "Silverio Group of
Companies" under the leadership of Mr. Ricardo Silverio, Sr. 8
There are at least two (2) sets of relationships which we need to
address: firstly, the relationship of petitioner vis-a-visDelta; secondly,
the relationship of petitioner in respect of Pilipinas. Actually, of course,
there is a third relationship that is of critical importance: the relationship
of petitioner and Philfinance. However, since Philfinance has not been
impleaded in this case, neither the trial court nor the Court of Appeals
acquired jurisdiction over the person of Philfinance. It is, consequently,
not necessary for present purposes to deal with this third relationship,
except to the extent it necessarily impinges upon or intersects the first
and second relationships.
I.
We consider first the relationship between petitioner and Delta.
Delta adduced the "Letter of Agreement" which it had entered into with
Philfinance and which should be quoted in full:
16
8
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Philippine Underwriters Finance Corp.
Benavidez St., Makati,
Metro Manila.
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GENTLEMEN:
This refers to our outstanding placement of
P4,601,666.67 as evidenced by your Promissory
Note No. 143-A, dated April 10, 1980, to mature
on April 6, 1981.
As agreed upon, we enclose our non-negotiable
Promissory Note No. 2730 and 2731 for
P2,000,000.00 each, dated April 10, 1980, to be
offsetted [sic] against your PN No. 143-A upon coterminal maturity.
Please deliver the proceeds of our PNs to our
representative, Mr. Eric Castillo.
17
explicit prohibition of transfer upon Philfinance, such a prohibition
cannot be invoked against an assignee or transferee of the Note who
parted with valuable consideration in good faith and without notice of
such prohibition. It is not disputed that petitioner was such an assignee
or transferee. Our conclusion on this point is reinforced by the fact that
what Philfinance and Delta were doing by their exchange of their
promissory notes was this: Delta invested, by making a money market
placement with Philfinance, approximately P4,600,000.00 on 10 April
1980; but promptly, on the same day, borrowed back the bulk of that
placement, i.e., P4,000,000.00, by issuing its two (2) promissory notes:
DMC PN No. 2730 and DMC PN No. 2731, both also dated 10 April
1980. Thus, Philfinance was left with not P4,600,000.00 but only
P600,000.00 in cash and the two (2) Delta promissory notes.
Apropos Delta's complaint that the partial assignment by Philfinance of
DMC PN No. 2731 had been effected without the consent of Delta, we
note that such consent was not necessary for the validity and
enforceability of the assignment in favor of petitioner. 14 Delta's
argument that Philfinance's sale or assignment of part of its rights to
DMC PN No. 2731 constituted conventional subrogation, which
required its (Delta's) consent, is quite mistaken. Conventional
subrogation, which in the first place is never lightly inferred, 15 must be
clearly established by the unequivocal terms of the substituting
obligation or by the evident incompatibility of the new and old
obligations on every point. 16 Nothing of the sort is present in the instant
case.
It is in fact difficult to be impressed with Delta's complaint, since it
released its DMC PN No. 2731 to Philfinance, an entity engaged in the
business of buying and selling debt instruments and other securities,
and more generally, in money market transactions. In Perez v. Court of
Appeals, 17 the Court, speaking through Mme. Justice Herrera, made
the following important statement:
There is another aspect to this case. What is
involved here is a money market transaction. As
defined by Lawrence Smith "the money market is
a market dealing in standardized short-term credit
instruments (involving large amounts) where
lenders and borrowers do not deal directly with
each other but through a middle manor a dealer in
the open market." It involves "commercial papers"
which are instruments "evidencing indebtness of
any person or entity. . ., which are issued,
endorsed, sold or transferred or in any manner
conveyed to another person or entity, with or
without recourse". The fundamental function of the
money market device in its operation is to match
and bring together in a most impersonal manner
both the "fund users" and the "fund suppliers." The
money market is an "impersonal market", free from
personal considerations. "The market mechanism
is intended to provide quick mobility of money and
securities."
The impersonal character of the money market
device overlooks the individuals or entities
concerned. The issuer of a commercial paper in
the money market necessarily knows in advance
that it would be expenditiously transacted and
transferred to any investor/lender without need of
notice to said issuer. In practice, no notification is
given to the borrower or issuer of commercial
paper of the sale or transfer to the investor.
xxx xxx xxx
There is need to individuate a money market
transaction, a relatively novel institution in the
Philippine commercial scene. It has been intended
to facilitate the flow and acquisition of capital on
an impersonal basis. And as specifically required
18
Art. 1285. The debtor who has consented to the
assignment of rights made by a creditor in favor of
a third person, cannot set up against the assignee
the compensation which would pertain to him
against the assignor, unless the assignor was
notified by the debtor at the time he gave his
consent, that he reserved his right to the
compensation.
If the creditor communicated the cession to him
but the debtor did not consent thereto, the
latter may set up the compensation of
debts previous to the cession, but not of
subsequent ones.
If the assignment is made without the knowledge
of the debtor, he may set up the compensation of
all credits prior to the same and also later ones
until he had knowledge of the assignment.
(Emphasis supplied)
Article 1626 of the same code states that: "the debtor who, before
having knowledge of the assignment, pays his creditor shall be
released from the obligation." In Sison v. Yap-Tico, 21 the Court
explained that:
[n]o man is bound to remain a debtor; he may pay
to him with whom he contacted to pay; and if he
pay before notice that his debt has been assigned,
the law holds him exonerated, for the reason that it
is the duty of the person who has acquired a title
by transfer to demand payment of the debt, to give
his debt or notice. 22
At the time that Delta was first put to notice of the assignment in
petitioner's favor on 14 July 1981, DMC PN No. 2731 had already been
discharged by compensation. Since the assignor Philfinance could not
have then compelled payment anew by Delta of DMC PN No. 2731,
petitioner, as assignee of Philfinance, is similarly disabled from
collecting from Delta the portion of the Note assigned to him.
It bears some emphasis that petitioner could have notified Delta of the
assignment or sale was effected on 9 February 1981. He could have
notified Delta as soon as his money market placement matured on 13
March 1981 without payment thereof being made by Philfinance; at
that time, compensation had yet to set in and discharge DMC PN No.
2731. Again petitioner could have notified Delta on 26 March 1981
when petitioner received from Philfinance the Denominated
Custodianship Receipt ("DCR") No. 10805 issued by private
respondent Pilipinas in favor of petitioner. Petitioner could, in fine, have
notified Delta at any time before the maturity date of DMC PN No.
2731. Because petitioner failed to do so, and because the record is
bare of any indication that Philfinance had itself notified Delta of the
assignment to petitioner, the Court is compelled to uphold the defense
of compensation raised by private respondent Delta. Of course,
Philfinance remains liable to petitioner under the terms of the
assignment made by Philfinance to petitioner.
II.
We turn now to the relationship between petitioner and private
respondent Pilipinas. Petitioner contends that Pilipinas became
solidarily liable with Philfinance and Delta when Pilipinas issued DCR
No. 10805 with the following words:
Upon your written instruction, we [Pilipinas] shall
undertake physical delivery of the above
securities fully assigned to you . 23
19
agreement was equivalent to constructive delivery of the Note (to the
extent it had been sold or assigned to petitioner) to petitioner. It will be
seen that custodianship agreements are designed to facilitate
transactions in the money market by providing a basis for confidence
on the part of the investors or placers that the instruments bought by
them are effectively taken out of the pocket, as it were, of the vendors
and placed safely beyond their reach, that those instruments will be
there available to the placers of funds should they have need of them.
The depositary in a contract of deposit is obliged to return the security
or the thing deposited upon demand of the depositor (or, in the
presented case, of the beneficiary) of the contract, even though a term
for such return may have been established in the said
contract. 26 Accordingly, any stipulation in the contract of deposit or
custodianship that runs counter to the fundamental purpose of that
agreement or which was not brought to the notice of and accepted by
the placer-beneficiary, cannot be enforced as against such beneficiaryplacer.
We believe that the position taken above is supported by
considerations of public policy. If there is any party that needs the
equalizing protection of the law in money market transactions, it is the
members of the general public whom place their savings in such
market for the purpose of generating interest revenues. 27 The
custodian bank, if it is not related either in terms of equity ownership or
management control to the borrower of the funds, or the commercial
paper dealer, is normally a preferred or traditional banker of such
borrower or dealer (here, Philfinance). The custodian bank would have
every incentive to protect the interest of its client the borrower or dealer
as against the placer of funds. The providers of such funds must be
safeguarded from the impact of stipulations privately made between
the borrowers or dealers and the custodian banks, and disclosed to
fund-providers only after trouble has erupted.
In the case at bar, the custodian-depositary bank Pilipinas refused to
deliver the security deposited with it when petitioner first demanded
physical delivery thereof on 2 April 1981. We must again note, in this
connection, that on 2 April 1981, DMC PN No. 2731 had not yet
matured and therefore, compensation or offsetting against Philfinance
PN No. 143-A had not yet taken place. Instead of complying with the
demand of the petitioner, Pilipinas purported to require and await the
instructions of Philfinance, in obvious contravention of its undertaking
under the DCR to effect physical delivery of the Note upon receipt of
"written instructions" from petitioner Sesbreo. The ostensible term
written into the DCR (i.e., "should this [DCR] remain outstanding in
your favor thirty [30] days after its maturity") was not a defense against
petitioner's demand for physical surrender of the Note on at least three
grounds: firstly, such term was never brought to the attention of
petitioner Sesbreo at the time the money market placement with
Philfinance was made; secondly, such term runs counter to the very
purpose of the custodianship or depositary agreement as an integral
part of a money market transaction; and thirdly, it is inconsistent with
the provisions of Article 1988 of the Civil Code noted above. Indeed, in
principle, petitioner became entitled to demand physical delivery of the
Note held by Pilipinas as soon as petitioner's money market placement
matured on 13 March 1981 without payment from Philfinance.
We conclude, therefore, that private respondent Pilipinas must respond
to petitioner for damages sustained by arising out of its breach of duty.
By failing to deliver the Note to the petitioner as depositor-beneficiary
of the thing deposited, Pilipinas effectively and unlawfully deprived
petitioner of the Note deposited with it. Whether or not Pilipinas itself
benefitted from such conversion or unlawful deprivation inflicted upon
petitioner, is of no moment for present purposes.Prima facie, the
damages suffered by petitioner consisted of P304,533.33, the portion
of the DMC PN No. 2731 assigned to petitioner but lost by him by
reason of discharge of the Note by compensation, plus legal interest of
six percent (6%) per annum containing from 14 March 1981.
The conclusion we have reached is, of course, without prejudice to
such right of reimbursement as Pilipinas may havevis-a-vis Philfinance.
PADILLA, J.:
Petitioners, spouses Norberto Tibajia, Jr. and Carmen Tibajia, are
before this Court assailing the decision * of respondent appellate court
dated 24 April 1991 in CA-G.R. SP No. 24164 denying their petition
for certiorariprohibition, and injunction which sought to annul the order
of Judge Eutropio Migrio of the Regional Trial Court, Branch 151,
Pasig, Metro Manila in Civil Case No. 54863 entitled "Eden Tan vs.
Sps. Norberto and Carmen Tibajia."
Stated briefly, the relevant facts are as follows:
III.
20
Case No. 54863 was a suit for collection of a sum of money filed by
Eden Tan against the Tibajia spouses. A writ of attachment was issued
by the trial court on 17 August 1987 and on 17 September 1987, the
Deputy Sheriff filed a return stating that a deposit made by the Tibajia
spouses in the Regional Trial Court of Kalookan City in the amount of
Four Hundred Forty Two Thousand Seven Hundred and Fifty Pesos
(P442,750.00) in another case, had been garnished by him. On 10
March 1988, the Regional Trial Court, Branch 151 of Pasig, Metro
Manila rendered its decision in Civil Case No. 54863 in favor of the
plaintiff Eden Tan, ordering the Tibajia spouses to pay her an amount
in excess of Three Hundred Thousand Pesos (P300,000.00). On
appeal, the Court of Appeals modified the decision by reducing the
award of moral and exemplary damages. The decision having become
final, Eden Tan filed the corresponding motion for execution and
thereafter, the garnished funds which by then were on deposit with the
cashier of the Regional Trial Court of Pasig, Metro Manila, were levied
upon.
On 14 December 1990, the Tibajia spouses delivered to Deputy Sheriff
Eduardo Bolima the total money judgment in the following form:
Cashier's Check P262,750.00
Cash 135,733.70
Total P398,483.70
contention, cite the case of New Pacific Timber and Supply Co., Inc. v.
Seeris 3 where this Court held through Mr. Justice Hermogenes
Concepcion, Jr. that "It is a well-known and accepted practice in the
business sector that a cashier's check is deemed as cash".
The provisions of law applicable to the case at bar are the following:
a. Article 1249 of the Civil Code which provides:
Art. 1249. The payment of debts in money shall be
made in the currency stipulated, and if it is not
possible to deliver such currency, then in the
currency which is legal tender in the Philippines.
The delivery of promissory notes payable to order,
or bills of exchange or other mercantile documents
shall produce the effect of payment only when
they have been cashed, or when through the fault
of the creditor they have been impaired.
In the meantime, the action derived from the
original obligation shall be held in abeyance.;
b. Section 1 of Republic Act No. 529, as amended, which provides:
21
The ruling in these two (2) cases merely applies the statutory
provisions which lay down the rule that a check is not legal tender and
that a creditor may validly refuse payment by check, whether it be a
manager's, cashier's or personal check.
Petitioners erroneously rely on one of the dissenting opinions in
the Philippine Airlines case 6 to support their cause. The dissenting
opinion however does not in any way support the contention that a
check is legal tender but, on the contrary, states that "If the PAL
checks in question had not been encashed by Sheriff Reyes, there
would be no payment by PAL and, consequently, no discharge or
satisfaction of its judgment obligation." 7 Moreover, the circumstances
in the Philippine Airlines case are quite different from those in the case
at bar for in that case the checks issued by the judgment debtor were
made payable to the sheriff, Emilio Z. Reyes, who encashed the
checks but failed to deliver the proceeds of said encashment to the
judgment creditor.
In the more recent case of Fortunado vs. Court of Appeals, 8 this Court
stressed that, "We are not, by this decision, sanctioning the use of a
check for the payment of obligations over the objection of the creditor."
WHEREFORE, the petition is DENIED. The appealed decision is
hereby AFFIRMED, with costs against the petitioners.
SO ORDERED.
Narvasa, C.J., Regalado and Nocon, JJ., concur.
Republic of the Philippines
SUPREME COURT
Manila
SECOND DIVISION
22
writing, the latest of which is hereto attached as
Annex "E" and made an integral part hereof;
11. The express provisions governing the transfer
of the CBCI were substantially complied with the
petitioner's request for registration, to wit:
"No transfer thereof shall be
valid unless made at said
office (where the Certificate
has been registered) by the
registered owner hereof, in
person or by his attorney duly
authorized in writing, and
similarly noted hereon, and
upon payment of a nominal
transfer fee which may be
required, a new Certificate
shall be issued to the
transferee of the registered
holder thereof."
and, without a doubt, the Detached Assignments
presented to respondent were sufficient
authorizations in writing executed by the
registered owner, Filriters, and its transferee,
PhilFinance, as required by the above-quoted
provision;
12. Upon such compliance with the aforesaid
requirements, the ministerial duties of registering a
transfer of ownership over the CBCI and issuing a
new certificate to the transferee devolves upon the
respondent;
Upon these assertions, TRB prayed for the registration by the Central
Bank of the subject CBCI in its name.
On December 4, 1984, the Regional Trial Court the case took
cognizance of the defendant Central Bank of the Philippines' Motion for
Admission of Amended Answer with Counter Claim for
Interpleader 6 thereby calling to fore the respondent Filriters Guaranty
Assurance Corporation (Filriters), the registered owner of the subject
CBCI as respondent.
For its part, Filriters interjected as Special Defenses the following:
11. Respondent is the registered owner of CBCI
No. 891;
12. The CBCI constitutes part of the reserve
investment against liabilities required of
respondent as an insurance company under the
Insurance Code;
13. Without any consideration or benefit
whatsoever to Filriters, in violation of law and the
trust fund doctrine and to the prejudice of
policyholders and to all who have present or future
claim against policies issued by Filriters, Alfredo
Banaria, then Senior Vice-President-Treasury of
Filriters, without any board resolution, knowledge
or consent of the board of directors of Filriters, and
without any clearance or authorization from the
Insurance Commissioner, executed a detached
assignment purportedly assigning CBCI No. 891 to
Philfinance;
xxx xxx xxx
14. Subsequently, Alberto Fabella, Senior VicePresident-Comptroller are Pilar Jacobe, VicePresident-Treasury of Filriters (both of whom were
holding the same positions in Philfinance), without
any consideration or benefit redounding to Filriters
and to the grave prejudice of Filriters, its policy
holders and all who have present or future claims
against its policies, executed similar detached
assignment forms transferring the CBCI to plaintiff;
xxx xxx xxx
15. The detached assignment is patently void and
inoperative because the assignment is without the
knowledge and consent of directors of Filriters,
and not duly authorized in writing by the Board, as
requiring by Article V, Section 3 of CB Circular No.
769;
16. The assignment of the CBCI to Philfinance is a
personal act of Alfredo Banaria and not the
corporate act of Filriters and such null and void;
a) The assignment was executed without
consideration and for that reason, the assignment
is void from the beginning (Article 1409, Civil
Code);
b) The assignment was executed without any
knowledge and consent of the board of directors of
Filriters;
c) The CBCI constitutes reserve investment of
Filriters against liabilities, which is a requirement
under the Insurance Code for its existence as an
insurance company and the pursuit of its business
operations. The assignment of the CBCI is illegal
act in the sense of malum in se or malum
prohibitum, for anyone to make, either as
corporate or personal act;
d) The transfer of dimunition of reserve
investments of Filriters is expressly prohibited by
law, is immoral and against public policy;
e) The assignment of the CBCI has resulted in the
capital impairment and in the solvency deficiency
of Filriters (and has in fact helped in placing
Filriters under conservatorship), an inevitable
result known to the officer who executed
assignment.
17. Plaintiff had acted in bad faith and with
knowledge of the illegality and invalidity of the
assignment.
a) The CBCI No. 891 is not a negotiable
instrument and as a certificate of indebtedness is
not payable to bearer but is a registered in the
name of Filriters;
b) The provision on transfer of the CBCIs provides
that the Central Bank shall treat the registered
owner as the absolute owner and that the value of
the registered certificates shall be payable only to
the registered owner; a sufficient notice to plaintiff
that the assignments do not give them the
registered owner's right as absolute owner of the
CBCI's;
23
c) CB Circular 769, Series of 1980 (Rules and
Regulations Governing CBCIs) provides that the
registered certificates are payable only to the
registered owner (Article II, Section 1).
In the appellate court, petitioner argued that the subject CBCI was a
negotiable instrument, and having acquired the said certificate from
Philfinance as a holder in due course, its possession of the same is
thus free fro any defect of title of prior parties and from any defense
available to prior parties among themselves, and it may thus, enforce
payment of the instrument for the full amount thereof against all parties
liable thereon. 12
In ignoring said argument, the appellate court that the CBCI is not a
negotiable instrument, since the instrument clearly stated that it was
payable to Filriters, the registered owner, whose name was inscribed
thereon, and that the certificate lacked the words of negotiability which
serve as an expression of consent that the instrument may be
transferred by negotiation.
Obviously, the assignment of the certificate from Filriters to Philfinance
was fictitious, having made without consideration, and did not conform
to Central Bank Circular No. 769, series of 1980, better known as the
"Rules and Regulations Governing Central Bank Certificates of
Indebtedness", which provided that any "assignment of registered
certificates shall not be valid unless made . . . by the registered owner
thereof in person or by his representative duly authorized in writing."
Petitioner's claimed interest has no basis, since it was derived from
Philfinance whose interest was inexistent, having acquired the
certificate through simulation. What happened was Philfinance merely
borrowed CBCI No. D891 from Filriters, a sister corporation, to
guarantee its financing operations.
SO ORDERED. 9
Said the Court:
The petitioner assailed the decision of the trial court in the Court of
Appeals 10, but their appeals likewise failed. The findings of the fact of
the said court are hereby reproduced:
The records reveal that defendant Filriters is the
registered owner of CBCI No. D891. Under a deed
of assignment dated November 27, 1971, Filriters
transferred CBCI No. D891 to Philippine
Underwriters Finance Corporation (Philfinance).
Subsequently, Philfinance transferred CBCI No.
24
Philippines, Inc. vs. Commissioner of Internal
Revenue, 165 SCRA 778).
In sum, Philfinance acquired no title or rights
under CBCI No. D891 which it could assign or
transfer to Traders Royal Bank and which the
latter can register with the Central Bank.
WHEREFORE, the judgment appealed from is
AFFIRMED, with costs against plaintiff-appellant.
SO ORDERED. 13
Petitioner's present position rests solely on the argument that
Philfinance owns 90% of Filriters equity and the two corporations have
identical corporate officers, thus demanding the application of the
doctrine or piercing the veil of corporate fiction, as to give validity to the
transfer of the CBCI from registered owner to petitioner TRB. 14 This
renders the payment by TRB to Philfinance of CBCI, as actual
payment to Filriters. Thus, there is no merit to the lower court's ruling
that the transfer of the CBCI from Filriters to Philfinance was null and
void for lack of consideration.
Admittedly, the subject CBCI is not a negotiable instrument in the
absence of words of negotiability within the meaning of the negotiable
instruments law (Act 2031).
25
transfer (People vs. Que Po Lay, 94 Phil. 640; 3M
Philippines, Inc. vs. Commissioner of Internal
Revenue, 165 SCRA 778).
In sum, Philfinance acquired no title or rights
under CBCI No. D891 which it could assign or
transfer to Traders Royal Bank and which the
latter can register with the Central Bank
Petitioner now argues that the transfer of the subject CBCI to TRB
must upheld, as the respondent Filriters and Philfinance, though
separate corporate entities on paper, have used their corporate fiction
to defraud TRB into purchasing the subject CBCI, which purchase now
is refused registration by the Central Bank.
Says the petitioner;
Since Philfinance own about 90% of Filriters and
the two companies have the same corporate
officers, if the principle of piercing the veil of
corporate entity were to be applied in this case,
then TRB's payment to Philfinance for the CBCI
purchased by it could just as well be considered a
payment to Filriters, the registered owner of the
CBCI as to bar the latter from claiming, as it has,
that it never received any payment for that CBCI
sold and that said CBCI was sold without its
authority.
xxx xxx xxx
We respectfully submit that, considering that the
Court of Appeals has held that the CBCI was
merely borrowed by Philfinance from Filriters, a
sister corporation, to guarantee its (Philfinance's)
financing operations, if it were to be consistent
therewith, on the issued raised by TRB that there
was a piercing a veil of corporate entity, the Court
of Appeals should have ruled that such veil of
corporate entity was, in fact, pierced, and the
payment by TRB to Philfinance should be
construed as payment to Filriters. 17
We disagree with Petitioner.
Petitioner cannot put up the excuse of piercing the veil of corporate
entity, as this merely an equitable remedy, and may be awarded only
in cases when the corporate fiction is used to defeat public
convenience, justify wrong, protect fraud or defend crime or where a
corporation is a mere alter ego or business conduit of a person. 18
Peiercing the veil of corporate entity requires the court to see through
the protective shroud which exempts its stockholders from liabilities
that ordinarily, they could be subject to, or distinguished one
corporation from a seemingly separate one, were it not for the existing
corporate fiction. But to do this, the court must be sure that the
corporate fiction was misused, to such an extent that injustice, fraud, or
crime was committed upon another, disregarding, thus, his, her, or its
rights. It is the protection of the interests of innocent third persons
dealing with the corporate entity which the law aims to protect by this
doctrine.
The corporate separateness between Filriters and Philfinance remains,
despite the petitioners insistence on the contrary. For one, other than
the allegation that Filriters is 90% owned by Philfinance, and the
identity of one shall be maintained as to the other, there is nothing else
which could lead the court under circumstance to disregard their
corporate personalities.
Though it is true that when valid reasons exist, the legal fiction that a
corporation is an entity with a juridical personality separate from its
stockholders and from other corporations may be disregarded, 19 in the
absence of such grounds, the general rule must upheld. The fact that
Filfinance owns majority shares in Filriters is not by itself a ground to
disregard the independent corporate status of Filriters. In Liddel &
Co., Inc. vs. Collector of Internal Revenue, 20 the mere ownership by a
single stockholder or by another corporation of all or nearly all of the
capital stock of a corporation is not of itself a sufficient reason for
disregarding the fiction of separate corporate personalities.
In the case at bar, there is sufficient showing that the petitioner was not
defrauded at all when it acquired the subject certificate of indebtedness
from Philfinance.
On its face the subject certificates states that it is registered in the
name of Filriters. This should have put the petitioner on notice, and
prompted it to inquire from Filriters as to Philfinance's title over the
same or its authority to assign the certificate. As it is, there is no
showing to the effect that petitioner had any dealings whatsoever with
Filriters, nor did it make inquiries as to the ownership of the certificate.
The terms of the CBCI No. D891 contain a provision on its
TRANSFER. Thus:
TRANSFER. This Certificate shall pass by delivery
unless it is registered in the owner's name at any
office of the Bank or any agency duly authorized
by the Bank, and such registration is noted
hereon. After such registration no transfer thereof
shall be valid unless made at said office (where
the Certificates has been registered) by the
registered owner hereof, in person, or by his
attorney, duly authorized in writing and similarly
noted hereon and upon payment of a nominal
transfer fee which may be required, a new
Certificate shall be issued to the transferee of the
registered owner thereof. The bank or any agency
duly authorized by the Bank may deem and treat
the bearer of this Certificate, or if this Certificate is
registered as herein authorized, the person in
whose name the same is registered as the
absolute owner of this Certificate, for the purpose
of receiving payment hereof, or on account hereof,
and for all other purpose whether or not this
Certificate shall be overdue.
This is notice to petitioner to secure from Filriters a written
authorization for the transfer or to require Philfinance to submit such an
authorization from Filriters.
Petitioner knew that Philfinance is not registered owner of the CBCI
No. D891. The fact that a non-owner was disposing of the registered
CBCI owned by another entity was a good reason for petitioner to
verify of inquire as to the title Philfinance to dispose to the CBCI.
Moreover, CBCI No. D891 is governed by CB Circular No. 769, series
of 1990 21, known as the Rules and Regulations Governing Central
Bank Certificates of Indebtedness, Section 3, Article V of which
provides that:
Sec. 3. Assignment of Registered Certificates.
Assignment of registered certificates shall not be
valid unless made at the office where the same
have been issued and registered or at the
Securities Servicing Department, Central Bank of
the Philippines, and by the registered owner
thereof, in person or by his representative, duly
authorized in writing. For this purpose, the
transferee may be designated as the
representative of the registered owner.
26
Petitioner, being a commercial bank, cannot feign ignorance of Central
Bank Circular 769, and its requirements. An entity which deals with
corporate agents within circumstances showing that the agents are
acting in excess of corporate authority, may not hold the corporation
liable. 22 This is only fair, as everyone must, in the exercise of his rights
and in the performance of his duties, act with justice, give everyone his
due, and observe honesty and good faith. 23
The transfer made by Filriters to Philfinance did not conform to the
said. Central Bank Circular, which for all intents, is considered part of
the law. As found by the courts a quo, Alfredo O. Banaria, who had
signed the deed of assignment from Filriters to Philfinance, purportedly
for and in favor of Filriters, did not have the necessary written
authorization from the Board of Directors of Filriters to act for the latter.
As it is, the sale from Filriters to Philfinance was fictitious, and
therefore void and inexistent, as there was no consideration for the
same. This is fatal to the petitioner's cause, for then, Philfinance had
no title over the subject certificate to convey the Traders Royal
Bank. Nemo potest nisi quod de jure potest no man can do anything
except what he can do lawfully.
Concededly, the subject CBCI was acquired by Filriters to form part of
its legal and capital reserves, which are required by law 24 to be
maintained at a mandated level. This was pointed out by Elias Garcia,
Manager-in-Charge of respondent Filriters, in his testimony given
before the court on May 30, 1986.
government securities or
government binds. This is
how this CBCI came to be
purchased by the company.
It cannot, therefore, be taken out of the said funds, without violating the
requirements of the law. Thus, the anauthorized use or distribution of
the same by a corporate officer of Filriters cannot bind the said
corporation, not without the approval of its Board of Directors, and the
maintenance of the required reserve fund.
Consequently, the title of Filriters over the subject certificate of
indebtedness must be upheld over the claimed interest of Traders
Royal Bank.
ACCORDINGLY, the petition is DISMISSED and the decision
appealed from dated January 29, 1990 is hereby AFFIRMED.
SO ORDERED.
Regalado, Romero and Mendoza, JJ., concur.
Puno, J., took no part.
Republic of the Philippines
SUPREME COURT
Manila
THIRD DIVISION
G.R. No. 138588
A Yes, sir.
Q Why do you know this?
A Well, this was CBCI of the
company sought to be
examined by the Insurance
Commission sometime in
early 1981 and this CBCI No.
891 was among the CBCI's
that were found to be missing.
Q Let me take you back
further before 1981. Did you
have the knowledge of this
CBCI No. 891 before 1981?
27
'2. The parties to negotiate for a new lease over
the subject premises; and
'3. The defendant to pay the plaintiff the sum of
fifteen thousand (P15,000.00) pesos as and for
attorney's fees plus the costs of litigation.
"All other claims of the parties against each other are
DENIED."4
Likewise assailed is the May 4, 1999 CA Resolution, 5 which denied
petitioner's Motion for Reconsideration.
The Facts
28
'IN VIEW WHEREOF, the decision rendered last
August 6, is modified, accordingly, to wit:
'1. The plaintiff and defendant shall jointly compute
the interest due on the P1,167,000.00 loan from
April 18, 1985 until November 14, 1988 at 12% per
annum.
'2. That the parties shall then add the result of the
joint computation mentioned in paragraph one
above to the P1,067,000.00 principal.
'3. The result of the addition of the
P1,067,000.00 principal and the interests arrived
at shall then be compared with the
P1,450,000.00 money market placement put up by
the plaintiff with the defendant bank if the same is
still existing or has not yet matured.
'4. The defendant shall cancel the mortgage.
'5. Paragraph eight of the lease contract between
Allied Bank and the plaintiff in which the
defendant['s predecessor], Pacific Banking gave
its conformity (Exh. 'H') is hereby cancelled and
deleted, so that the rental should now be paid to
the plaintiff.
"A.
"'Whether or not the Court of Appeals correctly ruled that the
validity of the tender of payment was not properly raised in
the trial court and could not thus be raised in the appeal.
"B.
"'Whether or not the Court of Appeals erred in failing to apply
settled jurisprudential principles militating against the private
respondent's contention that a valid tender of payment had
been made by it.
"C.
"Whether or not the Court of Appeals correctly found that the
transaction between petitioner and PaBC was an 'ineffective
novation' and that the consent of private respondent was
necessary therefor.
"D.
"Whether or not the Court of Appeals erred in refusing to
apply the rate of interest freely stipulated upon by the parties
to the respondent's obligation.
"E.
The CA Ruling
The CA sustained the trial court's finding that there was a valid tender
of payment in the sum of P1,450,000, made by Diaz Realty Inc. in
favor of Far East Bank and Trust Company. The appellate court
reasoned that petitioner failed to effectively rebut respondent's
evidence that it so tendered the check to liquidate its indebtedness,
and that petitioner had unilaterally treated the same as a deposit
instead.
The CA further ruled that in the computation of interest charges, the
legal rate of 12 percent per annum should apply, reckoned from July 9,
1988, until full and final payment of the whole indebtedness. It
explained that while petitioner's purchase of respondent's account from
Pacific Banking Corporation (PaBC) was valid, the 20 percent interest
stipulated in the Promissory Note should not apply, because the
account transfer was without the knowledge and the' consent of
respondent -obligor.
29
of P1,450,000, with the notation "Re: Full Payment of Pacific Bank
Account now turn[ed] over to Far East Bank."10 The check was
subsequently cleared and honored by Interbank, as shown by the
Certification it issued on January 20, 1992.11
True, jurisprudence holds that, in general, a check does not constitute
legal tender, and that a creditor may validly refuse it.12 It must be
emphasized, however, that this dictum does not prevent a creditor from
accepting a check as payment. In other words, the creditor has
the option and the discretion of refusing or accepting it.
"In the present case, petitioner bank did not refuse respondent's check.
On the contrary, it accepted the check which, it insisted, was a deposit.
As earlier stated, the check proved to be fully funded and was in fact
honored by the drawee bank. Moreover, petitioner was in possession
of the money for several months.
In further contending that there was no valid tender of payment,
petitioner emphasizes our pronouncement inRoman Catholic Bishop of
Malolos, Inc. v. Intermediate Appellate Court,13 as follows:
"Tender of payment involves a positive and unconditional act
by the obligor of offering legal tender currency as payment to
the obligee for the former's obligation and demanding that
the latter accept the same.
xxx
xxx
xxx
30
Status of Mortgage Contract
The Real Estate Mortgage executed between respondent and PaBC to
secure the former's principal obligation, as well as the provision in the
Contract of Lease between respondent and Allied Bank with regard to
the application of rent payment to the former's indebtedness, should
subsist until full and final settlement of such obligation pursuant to the
guidelines set forth in this Decision. Thereafter, the parties are free to
negotiate a renewal of either or both contracts, or to end any and all of
their contractual relations.
WHEREFORE, the Petition is hereby DENIED. The assailed Decision
of the Court of Appeals is AFFIRMED with the following modifications:
Respondent Diaz Realty Inc. is ORDERED to pay Far East Bank and
Trust Co. its principal loan obligation in the amount of P1,067,000, with
interest thereon computed at 20 percent per annum until November 14,
1988, less any interest payments made to PaBC, petitioner's assignor.
Thereafter, interest shall be computed at 12 percent per annum until
fully paid.1wphi1.nt
SO ORDERED.
Melo, Vitug, Gonzaga-Reyes, Sandoval-Gutierrez., JJ., concur.
Republic of the Philippines
SUPREME COURT
Manila
SECOND DIVISION
G.R. No. 141278
On March 16, 1992, the trial court declared Frank Tan in default for
failure to file his answer.7 On June 10, 1992, the pre-trial conference
was concluded without the parties reaching an amicable
settlement.8 Hence, trial on the merits ensued.
As culled from the records, the appeal at bench stemmed from the
following factual backdrop:
After evaluating the evidence adduced by the parties, the trial court
resolved that the preponderance of evidence supports the claim of the
petitioner as against respondent Frank Tan only but not against
respondents Banks. Hence, on February 21, 1995, the trial court
rendered judgment in favor of the petitioner and against respondent
Frank Tan. The complaints against the respondents Banks were
dismissed. The dispositive portion of the decision reads:
DECISION
On February 22, 1991, the petitioner filed with the Regional Trial Court
of Makati an action for damages against the respondents Citibank,
N.A. and Associated Bank.3 The case was docketed as Civil Case No.
91-538. The complaint materially alleged that, on or about August 25,
1989, the petitioner purchased from the Citibank Managers Check No.
20-015301 (the check for brevity) in the amount of P1,545,000 payable
to respondent Frank Tan; the petitioner later received information that
the aforesaid managers check was deposited with the respondent
Associated Bank, Rosario Branch, to the account of a certain Julius
Dizon under Savings Account No. 19877; the clearing and/or payment
by the respondents of the check to an improper party and the absence
of any indorsement by the payee thereof, respondent Frank Tan, is a
31
interest thereon at 12% per annum from January 1990, date
of extra-judicial demand until the full amount is paid;
2. Dismissing the complaint against defendants Citibank and
Associated Bank;
3. Dismissing the counter-claims and the cross-claim of
Citibank against Associated Bank for lack of merit.
With costs against defendant Frank Tan.9
The petitioner appealed the decision,10 while respondent Frank Tan did
not. On November 26, 1999, the appellate court rendered judgment
affirming in toto the decision of the trial court. Aggrieved, the petitioner
assailed the decision in his petition at bar.
The petitioner contends that:
I. RESPONDENT COURT ERRED IN NOT HOLDING
CITIBANK AND ASSOCIATED BANK LIABLE TO
PETITIONER FOR THE ENCASHMENT OF CITIBANK
MANAGERS CHECK NO. 20015301 BY JULIUS DIZON.
II. RESPONDENT COURT ERRED IN HOLDING THAT
FRANK TAN AND JULIUS DIZON ARE ONE AND THE
SAME PERSON.
III. THE IDENTITY OF FRANK TAN AS JULIUS DIZON
WAS KNOWN ONLY TO ASSOCIATED BANK AND WAS
NOT BINDING ON PETITIONER.11
The petition is denied.
The petitioner asserts that the check was payable to the order of
respondent Tan. However, the respondent Associated Bank ordered
the check to be deposited to the account of one Julius Dizon, although
the check was not endorsed by respondent Tan. As Julius Dizon was
not a holder of the check in due course, he could not validly negotiate
the check. The latter was not even a transferee in due course because
respondent Tan, the payee, did not endorse the said check. The
position of the respondent Bank is akin to that of a bank accepting a
check for deposit wherein the signature of the payee or endorsee has
been forged.
The contention of the petitioner does not hold water.
The fact of the matter is that the check was endorsed by "Julius Dizon"
and was deposited and credited to Savings Account No. 19877 with
the respondent Associated Bank. But the evidence on record shows
that the said account was in the name of Frank Tan Guan Leng, which
is the Chinese name of the respondent Frank Tan, who also uses the
alias "Julius Dizon." As correctly ruled by the Court of Appeals:
On the other hand, Associated satisfactorily proved that Tan
is using and is also known by his alias of Julius Dizon. He
signed the Agreement On Bills Purchased (Exh. "1")
and Continuing Suretyship Agreement (Exh. "2) both
acknowledged on January 16, 1989, where his full name is
stated to be "FRANK Tan Guan Leng (aka JULIUS DIZON)."
Exh. "1" also refers to his "Account No. SA#19877," the very
same account to which the P1,545,000.00 from the
managers check was deposited. Osmea countered that
such use of an alias is illegal. That is but an irrelevant
casuistry that does not detract from the fact that the payee
Tan as Julius Dizon has encashed and deposited the
P1,545,000.00.12
32
agreed upon, and to inquire why the check had not been delivered to
him. The petitioner and respondent Tan saw each other during social
gatherings but they never took the chance to discuss details on the
loan or the check.27 Their actuations are not those to be usually
expected of friends of 15 years who, as the petitioner would want to
impress upon this Court, were transacting business on the basis of
confidence.28 In fact, the first time that the petitioner attempted to
communicate with respondent Tan was on January or February 1990,
almost five or six months after the expected delivery of the check, for
the purpose of demanding payment for the loan. And it was only on
that occasion that respondent Tan, as the petitioner insinuates,
informed him that he (Frank Tan) had not received the proceeds of the
check and refused to pay his loan.29 All told, the petitioners allegation
that respondent Tan did not receive the proceeds of the check30 is
belied by the evidence on record and attendant circumstances.
of
Appeals,
Cagayan
de
Oro (CA-CDO), in
CA
G.R.
CV
[2]
Conversely, the records would disclose that even the petitioner himself
had misgivings about the truthfulness of his allegation that respondent
Tan did not receive the amount of the check. This is made implicit by
respondent Tans being made a party-defendant to the case when the
petitioner filed his amended complaint. In his memorandum in the case
below, the petitioner averred inter alia that:
THE FACTS:
been her supplier of poultry meat.[3] In 1995, however, her account was
transferred to the newly opened Vitarich branch inGeneral Santos City.
Rodrigo Directo (Directo) and Allan Rosa (Rosa), both salesmen and
authorized collectors of Vitarich, and Arnold Baybay(Baybay), a supervisor of
SO ORDERED.
said corporation. Unfortunately, it was also during the same period that her
Quisumbing, (Acting Chairman), Austria-Martinez, and Tinga,
JJ., concur.
Puno, (Chairman), J., on leave.
SECOND DIVISION
VITARICH CORPORATION,
Petitioner,
- versus -
CHONA LOSIN,
Respondent.
x ----------------------------------------------------------------------------------------x
DECISION
MENDOZA, J.:
respectively. Just like Directo, they did not also turn over pertinent invoices
Promulgated:
November 15, 2010
covering Losins account.[5]
33
On February 12, 1997, demand letters were sent to Losin covering
her alleged unpaid account amounting to P921,083.10. Because of said
demands, she checked her records and discovered that she had an
overpayment to Vitarich in the amount of P500,000.00. She relayed this fact
to Vitarich and further informed the latter that checks were issued and the
ASSIGNMENT
OF
ERRORS:
It appears that Losin had issued three (3) checks amounting
to P288,463.30 which were dishonored either for reasons - Drawn Against
I.
II.
THE LOWER
COURT ERRED
IN
ORDERING THE PAYMENT OF THE
THREE (3) CHECKS WITH STOP
PAYMENT ORDERS AND WITHOUT
ANY ANTECEDENT DOCUMENTARY
EVIDENCES FOR THE TWO (2) CHECKS,
NAMELY: RCBC CHECK NO. CX 046324
AND RCBC CHECK NO. CX 046327 ; AND
2.
P297,462.50 representing
the three checks which
had
been
stopped
payment with interest at
12% per annum from the
date of this Decision until
the whole amount is fully
paid;
P101,450.20 representing
the unpaid sales (Exhibits
L and M) with interest
at 12% from date of this
Decision until the whole
amount is fully paid;
3.
P20,000.00 in concept of
attorneys fees; and
4.
34
and (iv) the agent acts within the scope of his
authority.
The Civil Code defines a contract of agency
as follows:
Art. 1868. By the
contract of agency, a person
binds himself to render some
service or to do something in
representation or on behalf of
another, with the consent or
authority of the latter.
As far as Losin is concerned, Directo was
a
duly
authorized
agent
of
Vitarich
Corporation. As such, it fell upon Directo to place
her orders of dressed chicken and other related
products to their General Santos City branch. All
such orders were taken from the Vitarich bodega
by Directo as testified by Alona Calinawan, then
bookkeeper of Vitarich from March 1995 to
September 1998, who was responsible for all the
customers accounts, receivables and withdrawals
of dressed chicken from their bodega.
A perusal of the records would show that
Vitarich included in their list of collectibles from
Losin several amounts that were not supported by
their
Charge
Sales
Invoices
such
as P44,987.70, P3,300.00; P28,855.40; P98,166.2
0; P73,806.00; and P93,888.80 and which form
part
of
their
total
claim
of P912,083.10. Furthermore,
Vitarich
also
submitted Charge Sales Invoices showing the
amount of P70,000.00, P41,792.40, P104,137.40
and P158,522.80 as part of their exhibits but
which amounts are not included in its summary
statement of collectibles against Losin.
It is noted that the dressed chicken and
other related products as manifested by the Charge
Sales Invoices, were taken out of the bodega and
received by Directo, who is now at large. There
was no evidence presented by Vitarich to prove
that aforesaid stocks were delivered to
Losin. Contrary to what Vitarich claimed that
Directo resigned onAugust 24, 1996, exhibit X
shows that he was terminated. The fact can not
be put aside that Directo was the salesman and
authorized collector and by law, the agent of
Vitarich. Criminal acts committed by Directo by
his non-remittance of the proceeds of the checks
given by Losin, is his separate accountability with
Vitarich and should not be imputed to their client,
Losin. In fact, defendant Directo absconded when
plaintiff-appellee started to question his
collectibles. The totality of Directos acts clearly
indicated a deliberate attempt to escape liability.
The Civil Code provides:
Art. 1921. If the
agency has been entrusted for
the purpose of contracting
with specified persons, its
revocation shall not prejudice
the latter if they were not given
notice thereof.
xxx
Xxx
xxx
xxx
Xxx
xxx
xxx
xxx
35
and the burden of proof in civil cases, as explained
by the Supreme Court inJison v. Court of Appeals:
Employers shall be
liable for the damages caused
by
their
employees and
household
helpers acting
within the scope of their
assigned tasks, even though
the former are not engaged in
any business or industry.
Xxx
xxx
xxx.
xxx
xxx
36
boil down to whether or not Losin is liable to Vitarich and, if so, to what
SO ORDERED.[11]
extent.
Hence, this petition for review alleging that--The Court resolves the issues partly in favor of Vitarich.
AS THE FINDINGS OF FACTS OF THE
COURT OF APPEALS SQUARELY CONTRADICTS
THAT OF THE TRIAL COURT, PETITIONER
HUMBLY REQUESTS THE SUPREME COURT TO
INQUIRE INTO THE ERRONEOUS CONCLUSIONS
OF FACTS MADE BY THE COURT OF APPEALS.[12]
of defendants Directo, Baybay and Rosa and the sudden change of mind of
defendant Losin after previously acknowledging her accounts are part of an
elaborate and sinister scheme of defendants, acting singly or collectively, in
conspiracy or not, in defrauding plaintiff corporation xxx.[15]
been well defined. A question of law exists when the doubt or difference
centers on what the law is on a certain state of facts. A question of fact, on
The RTC ruled in favor of Vitarich, ordering Losin to pay the
the other hand, exists if the doubt centers on the truth or falsity of the alleged
following: (1) P297,462.50 representing the three (3) checks, the payment for
facts.[13]
which was stopped, with corresponding interest at 12% per annum from the
The rule, however, admits of exceptions, namely: (1) when the
date of the RTC decision until fully paid; (2) P101,450.20 for the unpaid sales
(2)
also with interest at 12% per annum from the date of the RTC decision until
fully paid; (3) P20,000.00 for attorneys fees; and (4) cost of suit.[16] It appears
when there is a grave abuse of discretion; (4) when the judgment is based on
that Vitarich did not challenge this part of the RTC decision anymore.[17]
misappreciation of facts; (5) when the findings of fact are conflicting; (6)
when in making its findings, the same are contrary to the admissions of both
After Losin obtained a favorable RTC decision, Vitarich now seeks
appellant and appellee; (7) when the findings are contrary to those of the
trial court; (8) when the findings are conclusions without citation of specific
evidence on which they are based; (9) when the facts set forth in the petition
as well as in the petitioners main and reply briefs are not disputed by the
respondent; and (10) when the findings of fact are premised on the supposed
and so holds that the CA erred in reversing the RTC decision. Losin is clearly
record.[14]
liable to Vitarich.
Records
bear
out
that
Losin
transacted
with
Vitarichs
finds relevance in the case at bench since the findings of the CA are clearly in
representative
Directo.[18] Vitarich
presented
several
charge
sales
conflict with that of the trial court. For this reason, the Court is constrained to
reevaluate the evidence adduced by both parties to resolve the issues which
37
Article 1249, paragraph 2 of the Civil Code provides:
her. Losin, on the other hand, presented a copy of the list of checks allegedly
issued to Vitarich through its agent Directo,[21] and a Statement of Payments
confirmed that the checks issued by Losin were actually encashed by Vitarich.
Thus, the Court cannot consider that payment, much less overpayment, made
claims.
by Losin.
proving it. In Jimenez v. NLRC,[23] the Court ruled that the burden rests on the
The debtor has the burden of showing with legal certainty that the obligation
Sales
wit, (1) P44,987.70; (2) P3,300.00; (3) P28,855.40; (4) P98,166.20; (5) P73,8
Invoice,
to
06.00; and (6) P93,888.80.[30] It bears noting that the Charge Sales Invoices
presented for the amounts listed as collectibles were undated and unsigned by
True, the law requires in civil cases that the party who alleges a
Losin, the supposed consignee of the goods (except Exh. L). Of the six
fact has the burden of proving it. Section 1, Rule 131 of the Rules of
Court[24] provides that the burden of proof is the duty of a party to prove the
truth of his claim or defense, or any fact in issue by the amount of evidence
disregard the fact that Losin issued a corresponding check for the following
required by law. In this case, however, the burden of proof is on Losin
amounts: (1) P93,888.96 (dated August
27,
30,
[32]
[33]
that Losin would not have issued those checks had she not received the goods
After examination of the evidence presented, this Court is of the
opinion that Losin failed to present a single official receipt to prove
payment.[25] This is contrary to the well-settled rule that a receipt, which is a
written and signed acknowledgment that money and goods have been
delivered, is the best evidence of the fact of payment although not
exclusive.[26] All she presented were copies of the list of checks allegedly
issued to Vitarich through its agent Directo,[27] a Statement of Payments Made
to Vitarich,[28] and apparently copies of the pertinent history of her checking
so delivered to her. The first two (2) checks were apparently received by the
Vitarich but were not encashed because of Losins instruction to
RCBC. Thus, Losin is liable to Vitarich but not for the total amount of the
three (3) mentioned checks but only for the amount of P93,888.96
and P50,265.00 corresponding to the first two (2) checks. Losin cannot be
held liable for the amount of the third checkP144,309.50 because Vitarich did
not claim for this amount. The amount of P144,309.50 for some reason, was
not among those listed in the list of collectibles of Vitarich.[34]
Aside from the earlier mentioned liabilitiesthe Court also holds Losin
liable for the amount of P78,281.00 which was also among those listed as
collectible by Vitarich. Although the Charge Sales Invoice[35] bearing this
38
amount was undated, it nevertheless, appears that the goods corresponding to
this amount were actually received by Losins mother. This was even testified
to by Rosa
[36]
[37]
the
Regional
Trial
Court
amounts corresponding to the two (2) checks discussed above and the amount
is REINSTATED subject
of
General
Santos
City,
to MODIFICATIONS. Thus,
Branch
the dispositive
WHEREFORE,
judgment
is
hereby
Regarding the grant of attorneys fees, the Court agrees with the RTC
that said award is justified. Losin refused to pay Vitarich despite the latters
repeated demands. It was left with no recourse but to litigate and protect its
(2)
P10,000.00
representing
attorneys fees; and
(3)
Cost of suit.
interest. We, however, opt to reduce the same to P10,000.00 from P20,000.00.
The claims against Rosa and Baybay who allegedly did not fully
account for their sales transactions have not been substantially proven by
evidence. In fact, it appears thatRosa and Baybay resigned. Resignation would
not have been possible unless accountabilities with Vitarich had been settled
first. It was only the services of Directo that was apparently terminated by
Vitarich.
[40]
SO ORDERED.
23,