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IV.

Best Evidence Rule barred from questioning BPIs error even after the lapse of the period given in the
notice.
BPI vs.Casa Montessorie Internationale
Villa Rey Transit, Inc. vs. Ferrer
Facts: CASA Montessori International opened an account with BPI, with CASAs
President as one of its authorized signatories. It discovered that 9 of its checks had Facts: [preceding case] Prior to 1959, Jose M. Villarama was an operator of a bus
been encashed by a certain Sonny D. Santos whose name turned out to be fictitious, transportation, under the business name of Villa Rey Transit, pursuant to certificates of
and was used by a certain Yabut, CASAs external auditor. He voluntarily admitted that public convenience granted him by the Public Service Commission (PSC) in Cases
he forged the signature and encashed the checks. 44213 and 104651, which authorized him to operate a total of 32 units on various
routes or lines from Pangasinan to Manila, and vice-versa. On 8 January 1959, he sold
RTC granted the Complaint for Collection with Damages against BPI ordering to the two certificates of public convenience to the Pangasinan Transportation Company,
reinstate the amount in the account, with interest. CA took account of CASAs Inc. (Pantranco), for P350,000.00 with the condition, among others, that the seller
contributory negligence and apportioned the loss between CASA and BPI, and ordred (Villarama) "shall not for a period of 10 years from the date of this sale, apply for any
Yabut to reimburse both. TPU service identical or competing with the buyer."

BPI contends that the monthly statements it issues to its clients contain a notice Barely 3 months thereafter, or on 6 March 1959: a corporation called Villa Rey Transit,
worded as follows: If no error is reported in 10 days, account will be correct and as Inc. (the Corporation) was organized with a capital stock of P500,000.00 divided into
such, it should be considered a waiver. 5,000 shares of the par value of P100.00 each; P200,000.00 was the subscribed stock;
Natividad R. Villarama (wife of Jose M. Villarama) was one of the incorporators, and
Issue:Whether or not waiver or estoppel results from failure to report the error in the she subscribed for P1,000.00; the balance of P199,000.00 was subscribed by the
bank statement brother and sister-in-law of Jose M. Villarama; of the subscribed capital stock,
P105,000.00 was paid to the treasurer of the corporation, who was Natividad R.
Held: Such notice cannot be considered a waiver, even if CASA failed to report the Villarama. In less than a month after its registration with the Securities and Exchange
error. Neither is it estopped from questioning the mistake after the lapse of the ten- Commission (10 March 1959), the Corporation, on 7 April 1959, bought 5 certificates
day period. of public convenience, 49 buses, tools and equipment from one Valentin Fernando, for
the sum of P249,000.00, of which P100,000.00 was paid upon the signing of the
This notice is a simple confirmation or "circularization" -- in accounting parlance -- that contract; P50,000.00 was payable upon the final approval of the sale by the PSC;
requests client-depositors to affirm the accuracy of items recorded by the banks. Its P49,500.00 one year after the final approval of the sale; and the balance of
purpose is to obtain from the depositors a direct corroboration of the correctness of P50,000.00 "shall be paid by the BUYER to the different suppliers of the SELLER."
their account balances with their respective banks.
The very same day that the contract of sale was executed, the parties thereto
Every right has subjects -- active and passive. While the active subject is entitled to immediately applied with the PSC for its approval, with a prayer for the issuance of a
demand its enforcement, the passive one is duty-bound to suffer such enforcement. provisional authority in favor of the vendee Corporation to operate the service therein
On the one hand, BPI could not have been an active subject, because it could not have involved. On 19 May 1959, the PSC granted the provisional permit prayed for, upon
demanded from CASA a response to its notice. CASA, on the other hand, could not the condition that "it may be modified or revoked by the Commission at any time, shall
have been a passive subject, either, because it had no obligation to respond. It could -- be subject to whatever action that may be taken on the basic application and shall be
as it did -- choose not to respond. valid only during the pendency of said application." Before the PSC could take final
action on said application for approval of sale, however, the Sheriff of Manila, on 7 July
Estoppel precludes individuals from denying or asserting, by their own deed or 1959, levied on 2 of the five certificates of public convenience involved therein,
representation, anything contrary to that established as the truth, in legal namely, those issued under PSC cases 59494 and 63780, pursuant to a writ of
contemplation. Our rules on evidence even make a juris et de jure presumption that execution issued by the Court of First Instance of Pangasinan in Civil Case 13798, in
whenever one has, by ones own act or omission, intentionally and deliberately led favor of Eusebio E. Ferrer against Valentin Fernando. The Sheriff made and entered the
another to believe a particular thing to be true and to act upon that belief, one cannot levy in the records of the PSC. On 16 July 1959, a public sale was conducted by the
-- in any litigation arising from such act or omission -- be permitted to falsify that Sheriff of the said two certificates of public convenience. Ferrer was the highest
supposed truth. bidder, and a certificate of sale was issued in his name. Thereafter, Ferrer sold the two
certificates of public convenience to Pantranco, and jointly submitted for approval
In the instant case, CASA never made any deed or representation that misled BPI. The their corresponding contract of sale to the PSC. Pantranco therein prayed that it be
formers omission, if any, may only be deemed an innocent mistake oblivious to the authorized provisionally to operate the service involved in the said two certificates.
procedures and consequences of periodic audits. Since its conduct was due to such
ignorance founded upon an innocent mistake, estoppel will not arise. A person who The applications for approval of sale, filed before the PSC, by Fernando and the
has no knowledge of or consent to a transaction may not be estopped by it. "Estoppel Corporation, Case 124057, and that of Ferrer and Pantranco, Case 126278, were
cannot be sustained by mere argument or doubtful inference x x x." CASA is not scheduled for a joint hearing. In the meantime, to wit, on 22 July 1959, the PSC issued
an order disposing that during the pendency of the cases and before a final resolution
on the aforesaid applications, the Pantranco shall be the one to operate provisionally Where the Corporation is substantially the alter ego of the covenantor to the
the service under the two certificates embraced in the contract between Ferrer and restrictive agreement, it can be enjoined from competing with the covenantee.
Pantranco. The Corporation took issue with this particular ruling of the PSC and
elevated the matter to the Supreme Court, which decreed, after deliberation, that until V. Parole Evidence Rule
the issue on the ownership of the disputed certificates shall have been finally settled
by the proper court, the Corporation should be the one to operate the lines Robles vs. Hermanos
provisionally.
Doctrine:
[present case] On 4 November 1959, the Corporation filed in the Court of First
Instance of Manila, a complaint for the annulment of the sheriff's sale of the aforesaid The lessee may prove an independent verbal agreement on the part of the landlord
two certificates of public convenience (PSC Cases 59494 and 63780) in favor of Ferrer, to put the leased premises in asafe condition.
and the subsequent sale thereof by the latter to Pantranco, against Ferrer, Pantranco
and the PSC. The Corporation prayed therein that all the orders of the PSC relative to The appraised value of the property may be used to determine the price.
the parties' dispute over the said certificates be annulled. The CFI of Manila declared
the sheriff's sale of two certificates of public convenience in favor of Ferrer and the Facts:
subsequent sale thereof by the latter to Pantranco null and void; declared the
Corporation to be the lawful owner of the said certificates of public convenience; and A parcel of land was originally owned by the parents of the present plaintiff, Zacarias
ordered Ferrer and Pantranco, jointly and severally, to pay the Corporation, the sum of Robles. Upon the death of his father, plaintiff leased the parcel of land from the
P5,000.00 as and for attorney's fees. The case against the PSC was dismissed. All administrator with the stipulation that any permanent improvements necessary to the
parties appealed. cultivation and exploitation of the hacienda should be made at the expense of the
lessee without right to indemnity at the end of the term. As the place was in a run-
Issue: Whether the stipulation, "SHALL NOT FOR A PERIOD OF 10 YEARS FROM THE down state, and it was foreseen that the lessee would be put to much expense in
DATE OF THIS SALE, APPLY FOR ANY TPU SERVICE IDENTICAL OR COMPETING WITH bringing the property to its productive capacity, the annual rent was fixed at the
THE BUYER" in the contract between Villarama and Pantranco, binds the Corporation moderate amount of P2,000 per annum.
(the Villa Rey Transit, Inc.).
The plaintiff made various improvements and additions to the plant. The firm of
Held: Villarama supplied the organization expenses and the assets of the Corporation, Lizarraga Hermanos was well aware of the nature and extent of these improvements.
such as trucks and equipment; there was no actual payment by the original
subscribers of the amounts of P95,000.00 and P100,000.00 as appearing in the books; When the plaintiffs mother died, defendant came forward with a proposal to buy the
Villarama made use of the money of the Corporation and deposited them to his private heirs portion of the property. In consideration that the plaintiff should shorten the
accounts; and the Corporation paid his personal accounts. Villarama himself admitted term of his lease to the extent stated, the defendant agreed to pay him the value of all
that he mingled the corporate funds with his own money. These circumstances are betterments that he had made on the land and furthermore to purchase from him all
strong persuasive evidence showing that Villarama has been too much involved in the that belonged to him personally on the land. The plaintiff agreed to this.
affairs of the Corporation to altogether negative the claim that he was only a part-time
general manager. They show beyond doubt that the Corporation is his alter ego. The On the ensuing instrument made, no reference was made to the surrender of the
interference of Villarama in the complex affairs of the corporation, and particularly its plaintiffs rights as lessee, except in fixing the date when the lease should end; nor is
finances, are much too inconsistent with the ends and purposes of the Corporation anything said concerning the improvements which the plaintiff had placed. At the
law, which, precisely, seeks to separate personal responsibilities from corporate same time the promise of the defendant to compensate for him for the improvements
undertakings. It is the very essence of incorporation that the acts and conduct of the was wanting. Accordingly, the representative of the defendant explained that this was
corporation be carried out in its own corporate name because it has its own unnecessary in view of the confidence existing between the parties.
personality. The doctrine that a corporation is a legal entity distinct and separate from
the members and stockholders who compose it is recognized and respected in all On the part of the defendant it was claimed that the agreement with respect to
cases which are within reason and the law. When the fiction is urged as a means of compensating the plaintiff for improvements and other things was never in fact made.
perpetrating a fraud or an illegal act or as a vehicle for the evasion of an existing
obligation, the circumvention of statutes, the achievement or perfection of a monopoly Issue:
or generally the perpetration of knavery or crime, the veil with which the law covers
and isolates the corporation from the members or stockholders who compose it will be 1. Whether or not the lessee may contest the validity of a written contract with oral
lifted to allow for its consideration merely as an aggregation of individuals. Hence, the evidence
Villa Rey Transit, Inc. is an alter ego of Jose M. Villarama, and that the restrictive clause
in the contract entered into by the latter and Pantranco is also enforceable and 2. Whether or not the appreciation value can be used to determine the price
binding against the said Corporation. For the rule is that a seller or promisor may not
make use of a corporate entity as a means of evading the obligation of his covenant. Held:
1. Yes. In case of a written contract of lease, the lessee may prove an independent 2. Yes. The stipulation with respect to the appraisal of the property did not create a
verbal agreement on the part of the landlord to put the leased premises in a safe suspensive condition. The true sense of the contract evidently was that the defendant
condition. The verbal contract which the plaintiff has established in this case is would take over the movables and the improvements at an appraised valuation, and
therefore clearly independent of the main contract of conveyance, and evidence of the defendant obligated itself to promote the appraisal in good faith. As the defendant
such verbal contract is admissible under the doctrine above stated. In the case before partially frustrated the appraisal, it violated a term of the contract and made itself
us the written contract is complete in itself; the oral agreement is also complete in liable for the true value of the things contracted about, as such value may be
itself, and it is a collateral to the written contract, notwithstanding the fact that it established in the usual course of proof. Furthermore, an unjust enrichment of the
deals with related matters. defendant would result from allowing it to appropriate the movables without
compensating the plaintiff thereof.