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8. BPI Investment Corp v.

CA (2002)
Lessons Applicable: Simple Loan

Facts:
Frank Roa obtained a loan with interest rate of 16 1/4%/annum from Ayala Investment and Development
Corporation (AIDC), the predecessor of BPI Investment Corp. (BPIIC), for the construction of a house on
his lot in New Alabang Village, Muntinlupa.
He mortgaged the house and lot to AIDC as security for the loan.
1980: Roa sold the house and lot to ALS Management & Development Corp. and Antonio Litonjua for
P850K who paid P350K in cash and assumed the P500K indebtness of ROA with AIDC.
o AIDC proposed to grant ALS and Litonjua a new loan for P500K with interested rate of
20%/annum and service fee of 1%/annum on the outstanding balance payable within 10 years
through equal monthly amortization of P9,996.58 and penalty interest of 21%/annum/day from the
date the amortization becomes due and payable.
March 1981: ALS and Litonjua executed a mortgage deed containing the new stipulation with the provision
that the monthly amortization will commence on May 1, 1981
August 13, 1982: ALS and Litonjua paid BPIIC P190,601.35 reducing the P500K principal loan to
P457,204.90.
September 13, 1982: BPIIC released to ALS and Litonjua P7,146.87, purporting to be what was left of their
loan after full payment of Roas loan
June 1984: BPIIC instituted foreclosure proceedings against ALS and Litonjua on the ground that they
failed to pay the mortgage indebtedness which from May 1, 1981 to June 30, 1984 amounting
to P475,585.31
August 13, 1984: Notice of sheriff's sale was published
February 28, 1985: ALS and Litonjua filed Civil Case No. 52093 against BPIIC alleging that they are not
in arrears and instead they made an overpayment as of June 30, 1984 since the P500K loan was only
released September 13, 1982 which marked the start of the amortization and since only P464,351.77 was
released applying legal compensation the balance of P35,648.23 should be applied to the monthly
amortizations
RTC: in favor of ALS and Litonjua and against BPIIC that the loan granted by BPI to ALS and Litonjua
was only in the principal sum of P464,351.77 and awarding moral damages, exemplary damages and
attorneys fees for the publication
CA: Affirmed reasoning that a simple loan is perfected upon delivery of the object of the contract which is
on September 13, 1982
ISSUE: WHETHER OR NOT A CONTRACT OF LOAN IS A CONSENSUAL CONTRACT IN THE LIGHT OF THE RULE LAID
DOWN IN BONNEVIE VS. COURT OF APPEALS, 125 SCRA 122.

HELD: No, A loan contract is not a consensual contract but a real contract. It is perfected only upon the delivery of
the object of the contract. Petitioner misapplied Bonnevie. The contract in Bonnevie declared by this Court as a
perfected consensual contract falls under the first clause of Article 1934, Civil Code. It is an accepted promise to
deliver something by way of simple loan.

A perfected consensual contract can give rise to an action for damages. However, said contract does not constitute
the real contract of loan which requires the delivery of the object of the contract for its perfection and which gives
rise to obligations only on the part of the borrower.

obligation to pay commenced only on October 13, 1982, a month after the perfection of the contract
contract of loan involves a reciprocal obligation, wherein the obligation or promise of each party is the
consideration for that of the other. It is a basic principle in reciprocal obligations that neither party incurs
in delay, if the other does not comply or is not ready to comply in a proper manner with what is incumbent
upon him. Consequently, petitioner could only demand for the payment of the monthly amortization after
September 13, 1982 for it was only then when it complied with its obligation under the loan contract.
BPIIC was negligent in relying merely on the entries found in the deed of mortgage, without checking and
correspondingly adjusting its records on the amount actually released and the date when it was
released. Such negligence resulted in damage for which an award of nominal damages should be given
SSS where we awarded attorneys fees because private respondents were compelled to litigate, we sustain
the award of P50,000 in favor of private respondents as attorneys fees
Art. 1934. An accepted promise to deliver something by way of commodatum or simple loan is binding upon the
parties, but the commodatum or simple loan itself shall not be perfected until the delivery of the object of the
contract.