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First Phil. International Bank vs.

CA Issue:

Facts: Powers of the conservator

In the course of its banking operations, the defendant

Producer Bank of the Philippines acquired 6 parcels of
land with a total area of 101 hectares located at Don
Jose, Sta. Rosa, Laguna and covered by TCT No. T- While admittedly, the Central Bank law gives vast and
106932 to T-106937. The property used to be owned far-reaching powers to the conservator of a bank, it
by BYME Investment and Development Corporation must be pointed out that such powers must be related
which had them mortgaged with the bank as collateral to the "(preservation of) the assets of the bank (the
for a loan. The plaintiff originals, Demetrio Demetria reorganization of) the management thereof and (the
and Jose Janolo wanted to purchase the property and restoration of) its viability." Such powers, enormous
thus initiated negotiations for that purpose. In the early and extensive as they are, cannot extend to the post-
part of August 1987 said plaintiffs, upon the suggestion facto repudiation of perfected transactions, otherwise
of BYME investments legal counsel, Fajardo met with they would infringe against the non-impairment clause
defendant Mercurio Rivera, manager of the property of the Constitution. If the legislature itself cannot
management department of the defendant bank. The revoke an existing valid contract, how can it delegate
meeting was held in pursuant to plaintiffs plan to buy such non-existent powers to the conservator under
the property. After the meeting, plaintiff Janolo, Section 28-A of said law? Obviously, therefore, Section
following the advice of defendant Rivera made a formal 28-A merely gives the conservator power to revoke
purchase offer to the Bank through a letter dated contracts that are, under existing law, deemed to be
August 30, 1987. Negotiations took place and an offer defective i.e., void, voidable, unenforceable or
price was fixed at P5.5million. During the course of the rescissible. Hence, the conservator merely takes the
negotiations, the defendant bank was placed under place of a bank's board of directors. What the said board
conservatorship and a new conservator was appointed cannot do such as repudiating a contract validly
to which the name has been refused to recognize. A entered into under the doctrine of implied authority
derivative suit has been filed against Rivera for the the conservator cannot do either. Ineluctably, his power
damages suffered from the alleged perfect contract of is not unilateral and he cannot simply repudiate valid
sale involving the 6 parcels of land. obligations of the Bank. His authority would be only to
bring court actions to assail such contracts as he has
already done so in the instant case. A contrary
understanding of the law would simply not be permitted
by the Constitution. Neither by common sense. To rule
otherwise would be to enable a failing bank to become
solvent, at the expense of third parties, by simply
getting the conservator to unilaterally revoke all
previous dealings which had one way or another come
to be considered unfavorable to the Bank, yielding
nothing to perfected contractual rights nor vested
interests of the third parties who had dealt with the