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Court in some cases did award certain corporations moral damages for besmirched
reputations, such is not applicable in this case because when the alleged wrongful
foreclosure was done, MMIC was already in bad standing hence it has no good
wholesome reputation to protect. So it could not be said that there was a reputation
besmirched by the act of foreclosure. Likewise, the award of moral damages in favor of
Cabarrus is invalid. He cannot have possibly suffered any moral damages because the
alleged wrongful act was committed against MMIC. It is a basic postulate that a
corporation has a personality separate and distinct from its stockholders. The properties
foreclosed belonged to MMIC, not to its stockholders. Hence, if wrong was committed in
the foreclosure, it was done against the corporation.
2. The FRP is not valid hence the foreclosure is valid. The mere presence of DBPs and
PNBs representatives during the drafting of FRP is not constitutive of the banks formal
approval of the FRP. The representatives are personalities distinct from PNB and DBP.
PNB and DBP have their own boards and officers who may have different decisions. The
representatives were not shown to have been authorized by the respective boards of the
two banks to enter into any agreement with MMIC.
3. Further, the proceeding is procedurally infirm. RTC Makati had already dismissed the
civil case when the parties opted for arbitration. Hence, it should have never took
cognizance of the Cabarrus motion to confirm the AC award. The same should have
been brought through a separate action not through a motion because RTC Makati
already lost jurisdiction over the case when it dismissed it to give way for the arbitration.
The arbitration was a not a continuation of the civil case filed in Makati RTC.