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[No. L-9262. July 10, 1959] It appears that in accordance with the contract Exhibit "A" and the Job O
MARINO S. UMALI, petitioner, vs. EFRAIN Y. MICLAT, respondent. prepared posters, a theater show board display, a theater display standee, a
advertisement for the showing of the film "LAGRIMAS";; that for the work spe
agreed to pay the sum of P900, of which appellee was paid P225 in advance
1. CORPORATION;; LlABILITY OF PRESIDENT AND MANAGER;; CONTRACT IN His PERSONAL CAPACITY.—
Exhibit "D", Umali agreed to pay the sum of P344.50;; that the work covered by
If the President and General Manager of a corporation contracted for work to be done in his personal above mentioned were completely done and the articles called for therein de
capacity although he described himself as such, signing the contract as "party of the second part" without notwithstanding several demands made upon Umali, he refused to pay withou
stating that he was acting in behalf of the corporation, and there is no showing that he entered into such
contract in behalf of the corporation or was authorized to do so by its Board of Directors, he is held The first defense set up by appellant is that the contracts which appellee's act
personally liable for the said transaction. by and between the appellee and the Maharlika Pictures, Inc., of which app
General Manager, and so the action should have been directed against the c
him in his personal capacity. Appellant does not dispute the correctness of t
2. PENALTY;; LIABILITY FOR DAMAGES AND INTEREST IN ADDITION TO PENALTY.—Under the law, a
complaint.
penalty takes the place of interests only if there is no stipulation to the contrary, and even then, damages
may still be collected if the obligor refuses to pay the penalty. The Court of Appeals, in meeting this contention, made the following observa
PETITION for review by certiorari of a decision of the Court of Appeals. We have gone carefully over the evidence of record, and we have ar
the decision appealed from should be affirmed. As the contract (Exh
The facts are stated in the opinion of the Court. signed the same in his personal capacity. While it is mentioned ther
and General Manager of Maharlika Pictures, Inc., it is not stated t
Zavalla, Bautista & Nuevas for petitioner.
authorized to enter into the contract for and on behalf of the corpor
Domingo F. de Guzman for respondent. was the intention of the contracting parties to hold Maharlika Pictures,
liable, it was not explained why Umali allowed Maharlika Pictures, In
BAUTISTA ANGELO, J.: Officer at the time of trial of this case, to be declared in default by
third-party complaint filed by him. Neither did Umali present in e
This is an action to recover certain sums of money, plus damages and attorney's fees, for some work minutes of meeting of Maharlika Pictures, Inc., which Umali adm
done by plaintiff for defendant Marino S. Umali. Defendant Antonio M. Tiongco was included in his capacity organized and existing under and by virtue of the laws of the Phi
as guarantor of Umali but he was never served with summons. With leave of Court, defendant Umali filed Directors, ratifying the action of Umali and confirming the contract (
a third party complaint against Maharlika Pictures, Inc., a corporation duly organized under the laws of corporation. As President and General Manager of the corporation a
the Philippines, but because the latter failed to file its answer, it was declared in default. be solely and personally liable under the contract (Exhibit A), Umali
enable the Board of Directors of the corporation to adopt a resolutio
Defendant Umali set up the defense that the work done by the plaintiff was not complete or satisfactorily;; by him of Exhibit A as an act of the corporation because this was for
that the contract upon which the action is based was executed by the Maharlika Pictures, Inc., of which
he is the President and General Manager, and so plaintiff's action should be directed against said We find the above observation supported by evidence. Indeed it appears in th
corporation. the one who contracted for the work to be done is appellant in his perso
described himself therein as President and General Manager of the Maharlika
After trial, the lower court rendered judgment ordering defendant Umali to pay plaintiff the sum of the contract as "party of the second part" without stating that he was acting in
P675.00, plus 10% surcharge thereon as stipulated, and the sum of P200.00 as attorney's fees;; and with And from what may be gathered from the decision both of the lower court
respect to the second claim, to pay the sum of P344.50. The Court ordered that the sums of P675.00 and Umali never explained that when he entered into such a contract he acted in b
P344.50 shall bear 6% interest per annum for the date of the filing of the complaint until paid. The was authorized to do so by its Board of Directors. It is strange that, after br
complaint with respect to defendant Tiongco and the third party complaint against the corporation were this case as party-defendant, Umali allowed it to be declared in default being
dismissed. Costs were taxed against defendant Umali. manager as he claims to be, which gives rise to the suspicion that his claim is
to the corporation the responsibility for the transaction. The same consideratio
Umali took the case on appeal to the Court of Appeals, and the decision of the lower court was affirmed in to the job order Exhibit "D". It is true that on its face it appears that the articl
toto, with costs against appellant. Hence the present petition for review. delivered to the corporation, but apparently the requisition of said articles was
for which reason he was made personally responsible by the trial court and th
a question of fact which we cannot now look into.
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The next question refers to the surcharge of 10% which was agreed upon in the contract Exhibit "A". It
appears therein that if appellant should fail to pay the balance of P675 after the lapse of 30 days from
the date exhibition of the film "LAGRIMAS" has started, he should pay a surcharge of 10% every 30 days
thereafter until the amount has been fully paid. It is claimed that this surcharged is unconscionable and
unreasonable, because it is tantamount to imposing an interest of 10% a month, or 120% a year on the
balance of the obligation until the same is paid in full.
There is merit in this contention. While this surcharge partakes of the nature of a penal clause which the
parties may stipulate under the law,1 however, one cannot deny that the same is unreasonable, for if that
is to be maintained, we would have that on the basis of P675 which is the balance that remains
outstanding, appellant would pay P67.50 a month, or P810 a year, which considering the time that has
already elapsed since appellant defaulted, would amount to P3,420. This is indeed a case where equity
demands that the penalty be reduced in fairness to the debtor. And so, making use of the discretion that
the law grants us on the matter, we are of the opinion that a surcharge of 20% per annum would be
reasonable. We therefore hold that the penalty should be reduced accordingly.2
The last claim of appellant refers to the portion of the decision which orders the payment of 6% interest
per annum from the date of the filing of the complaint until full payment of the obligation due, which is
also considered unreasonable considering that appellant was already ordered to pay the penalty agreed
upon.
This claim is untenable in the light of the law and the contract of the parties. Thus, Article 1226 of the
new Civil Code provides that "in obligations with a penal clause, the penalty shall substitute the indemnity
for damages and the payment of interests in case of non-compliance, if there is no stipulation to the
contrary. Nevertheless, damages shall be paid if the obligor refuses to pay the penalty. . . .". In other
words, the penalty takes the place of the interests only if there is no stipulation to the contrary, and even
then, damages may still be collected if the obligor refuses to pay the penalty. In this case not only is
there an express stipulation to pay damages in addition to the penalty, but appellant has failed to pay his
obligation as well as the penalty. This appears in paragraph (f) of the contract Exhibit "A". The imposition
of 6% interest per annum is, therefore, justified.
Modified with regard to the amount of the surcharge to be imposed on appellant as above indicated, we
hereby affirm the decision appealed from in all other respects, without pronouncement as to costs.
Paras, C.J., Bengzon, Padilla, Montemayor, Concepcion, Endencia and Barrera, JJ., concur.
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Nos. L-82282-83. November 24, 1988.* Same;; Same;; Same;; Same;; Argument that Dynetics' execution of the indemni
ANTONIO M. GARCIA, DYNETICS, INC, and MATRIX MANAGEMENT CORPORATION, its purposes and therefore ultra vires and unenforceable does not tender a gen
petitioners, vs. COURT OF APPEALS and SECURITY BANK AND TRUST COMPANY, as to whether or not Dynetics' execution of the indemnity agreement is co
respondents. therefore ultra vires and unenforceable against it does not tender a genuine is
Dynetics was authorized to execute the indemnity agreements evidenced by
Civil Procedure;; Summary Judgment;; Court may render summary judgment when there is no genuine certificate (p. 38, 264 Original Records). This was not rebutted.
issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.—A
Summary Judgment may be rendered by a court upon motion of a party before trial and after submission Same;; Interest;; No reversible error In the award of interest.—The increased
of pleadings, admissions, documents and/or affidavits and counter affidavits when it is clear that "except provided for in the amended credit line agreement and in the two promissory n
as to the amount of damages, there is no genuine issue as to any material fact and that the moving party in favor of Security Bank & Trust Co. We find no reversible error in the award
is entitled to a judgment as a matter of law." (Rule 34, Rules of Court). By genuine issue is meant an
issue of fact which calls for the presentation of evidence (Cadirao v. Estenzo, 132 SCRA 93) as Same;; Same;; Penalty charges are excessive and unconscionable.—Penalty in
distinguished from an issue which is sham, fictitious, contrived, set up in bad faith, or patently liquidated damages (Cumagun v. Philippine American Insurance Co., Inc., et
unsubstantial as not to constitute a genuine issue for trial. (Vergara, Sr. v. Suelto, et al., G.R. No. 74766 15, 1988, Lambert v. Fox, 26 Phil. 588) and may be equitably reduced by the
December 21, 1987;; Cadiraso v. Estenzo supra;; Mercado, et al. v. Court of Appeals, G.R. No. L-44001 or unconscionable. (See Articles 1229, 2227, New Civil Code). We agree w
June 10,1988) This can be determined by the court on the basis of the pleadings, admissions, documents, penalty charges are excessive and unconscionable. The interest charges are e
affidavits and/or counter-affidavits submitted by the parties to the court. petitioners' failure to comply with their obligations.
Same;; Same;; Same;; Obligations of petitioners to respondents are clearly defined in the pleadings, PETITION to review the decision and resolution of the Court of Appeals.
admissions and the unrebutted affidavit of Mrs. Marquez.—Undoubtedly, the obligations of the petitioners
to the respondents are clearly defined in the pleadings, admissions and the unrebutted affidavit of Ms. The facts are stated in the opinion of the Court.
Marquez who handles the Chemark account. Sycip, Salazar, Hernandez & Gatmaitan for petitioners.
Bengzon, Zarraga, Narciso, Cudala, Pecson & Bengson for private respond
Same;; Same;; Same;; Same;; No material questions of facts tendered by the defenses as to the main
issue.—We find no material questions of facts tendered by these defenses as to the main issue on whether GUTIERREZ, JR., J.:
or not the petitioners can be held liable to the respondent bank under their indemnity agreements.
In a summary judgment rendered by the Regional Trial Court of Makati in
Same;; Same;; Same;; Same;; Same;; Issue tendered in the first and second defense is sham and fictitious.— complaint was dismissed for lack of merit and the petitioners were ordered to
The issue tendered in the first defense is "sham and fictitious" in the light of the terms of the indemnity the following: (a) the unpaid principal sum of P15 million remaining unpaid o
of the P20 million credit line, plus 18% interest per annum and 36% as penalty
agreements. Thus, under the indemnity agreements, the petitioners bound themselves jointly and
Note No. DLS/74/540/83 from March 23, 1984 until fully paid;; and plus 24% in
severally with Chemark in favor of the respondent bank for the payment, upon demand and without as penalty per annum for Promissory Note No. DLS/74/1358/83 from August
benefit of excussion, of whatever amount or amounts Chemark may be indebted to the respondent bank attorney's fees equivalent to 10% of the total amount of plaintiffs' obligations
under and by virtue of the credit accommodations. (Italics supplied) The economic conditions of the
country are immaterial to the issue on the liability of the petitioners under their indemnity agreements. The summary judgment was affirmed by the Court of Appeals. The appella
The issue raised in the second defense, on whether or not the indemnity agreements were intended as resolution denying a motion for reconsideration are now challenged by the
collaterals for future Chemark loans is likewise sham and fictitious. Under the indemnity agreements, the petition.
petitioners bound themselves to pay whatever amount Chemark may be indebted to the bank "under and
The antecedent facts relevant to the instant petition are as follows:
by virtue of aforesaid credit accommodation(s) including the substitutions, renewals, extensions,
increases, amendments, conversions and revivals of the aforesaid credit accommodation(s) x x x. On April 23, 1985 petitioners Dynetics, Inc., Matrix Management and Trading C
Garcia filed a complaint for declaratory relief and/or injunction with damages a
Bank and Trust Company (SBTC). The plaintiffs sought a judicial declaration t
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the defendant bank under certain Indemnity Agreements they executed in favor of Chemark Electric Code;; Hospicio de San Jose v. Fidelity and Surety Co., 52 Phil. 926;;
Motors, Inc. which had been extended a credit accommodation of about P20,000,000.00 by the defendant G.R. No. 8801-R, June 20, 1956). The debtor in obligations to do s
bank. They also prayed for payment of attorney's fees and costs of suit. Thus, they alleged in their the prestation becomes legally impossible without the fault of the o
complaint: New Civil Code);;
xxx xxx xxx h) Assuming, without conceding, that the plaintiffs are liable under
instruments, they are not liable for the amounts being claimed by
a) There is no valid consideration for the execution of the said instruments;; that the said amounts include the payment of exorbitant interest
amounts imputed to be due which are not, in fact, due. (Rollo, pp. 1
b) The said instruments had become invalid and ineffective at the time the defendant finally
extended the loan accommodation to Chemark and that the parties to the said instruments did On June 11, 1985 the respondent bank filed its Answer and Counterclaim w
not intend the said instruments to cover Chemark's obligations to the defendant which were attachment. The defendant alleged in its counter claim:
subsequently granted under separate and independent transactions;;
ALLEGATIONS COMMON TO ALL DEFENDANTS
c) Assuming, without conceding, that there is a valid consideration for the execution of the
aforesaid instruments and that the said instruments continued to be valid and effective when 21. Sometime in August, 1981, Chemark was granted by plaintiff a
the defendant extended a credit accommodation to Chemark, said instruments are null and void consisting of an import LC-TR line of P2.0 million and an export loan
insofar as Dynetics is concerned as it is ultra vires, being contrary to the purposes of Dynetics,
its powers, licenses and franchise;; 22. Said credit line was increased in February, 1982 from P4.0 millio
d) Assuming, without conceding, that the Indemnity Agreement instruments are valid and Export loan line—from P2.0 million to P15.0 million
enforceable, the obligations of the plaintiffs thereunder have been extinguished, either by Import LC-TR—from P2.0 million to P5.0 million
novation or by the acts and conduct of the defendant, who, under the circumstances, in refusing
the valid and legitimate plea of Chemark for a reasonable restructuring plan of its obligations The terms and conditions of this P20.0 million credit are reflected in
has practically rendered it impossible for Chemark to pay its obligations to its creditors and to Agreement dated February 8, 1982 attached as Annex "1" hereof,
the plaintiffs in the event plaintiffs are legally obligated to pay Chemark's obligations to the
defendant;; 23. Chemark availed of said credit line and as evidence of said avai
several promissory notes covering the following amounts drawn aga
e) In the light of present economic conditions, in general, and the condition of Chemark in
particular, as well as the financial condition of the plaintiffs, the demand of the defendant for a) The sum of P6,350,750.00 drawn on March 23, 1983 with i
the plaintiffs to pay the Chemark obligations would constitute an abuse of right as defined in rate indicated in promissory Note No. DLS/74/540/83 to mature
the New Civil Code;; is attached as Annex "3";;
f) Considering the present adverse economic conditions plaguing the entire country, the terms b) The sum of P8,649,250.00 drawn on August 9, 1983 with inte
and conditions of the credit accommodation and the Indemnity Agreement instruments, indicated in Promissory Note No. DLS/74/1358/83 to mature on
assuming that the latter are valid and enforceable, have become so manifestly difficult as to be of which is hereto attached as Annex "4".
beyond the contemplation of the parties. Under the provisions of Human Relations of the New
Civil Code, as well as the general principles of equity, especially the doctrine of the "rebus sic 24. Chemark defaulted in paying its obligations under the aforesaid pr
stantibus" and "the frustration of the commercial object or frustration of enterprise" and under became due. Despite repeated demands, Chemark failed and refuse
Article 1267 of the New Civil Code, when the service has become so difficult as to be manifestly obligations to the defendant which, as of December 11, 1984, am
beyond the contemplation of the parties, the obligor may be released therefrom;; under Promissory Note No. DLS/74/540/83 and P17,357,117.51 unde
g) In addition to the reasons stated in paragraphs e and f hereof, Chemark, the principal obligor, CAUSE OF ACTION AGAINST ANTONIO M. GARCIA
is not liable for its obligations under the credit accommodations extended to it by the defendant
because it has been prohibited from complying therewith by a lawful authority. Under the law 25. Plaintiff Garcia personally bound himself jointly and severally with
on guaranty and surety, the guarantor or the surety, not being a principal debtor, is not liable upon demand and without benefit of excussion of whatever amount
for the obligations unless the principal obligor is likewise liable. (Article 2054 of the New Civil be indebted to defendant under and by virtue of the aforesaid c
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including the substitutions, renewals, extensions, increases and other amendments of the amounts Chemark may be indebted to defendant under and by virtue
aforesaid credit accommodations, as well as all other obligations that Chemark may owe the accommodation including the substitutions, renewals, extensio
defendant. amendments of the aforesaid credit accommodations, as well a
obligations that Chemark may owe the defendant.
26. Accordingly, plaintiff Garcia executed two (2) Indemnity Agreements, one dated January 20,
1982, a copy of which is attached hereto and made integral part hereof as Annex "E" and the 36. Dynetics executed an indemnity agreement dated February 8
other, an Indemnity Agreement dated February 8, 1982, as Annex "B" of the Complaint;; attached as annex "A" of the Complaint.
27. Under the terms of the foregoing Indemnity Agreements executed by plaintiff Garcia, he 37. Under the terms of the foregoing Indemnity Agreement execu
further bound himself solidarily with Chemark in favor of defendant for the faithful compliance bound itself solidarily with Chemark in favor of defendant for the fa
of all the terms and conditions contained in the Amended Credit Line Agreement (Annex "l "). terms and conditions contained in the Amended Credit Line Agreeme
28. Defendant demanded from plaintiff Garcia the payment of the outstanding obligation of 38. Defendant demanded from Dynetics the payment of the outstan
Chemark in a letter dated October 26, 1984, a copy of which is made Annex "5" to form part in a letter dated October 26, 1984, a copy of which is made Anne
hereof. Defendant reiterated said demand on April 15, 1985. Defendant reiterated said demand on April 25, 1985.
29. Notwithstanding said demands, plaintiff Garcia failed and refused, as he still fails and refuses 39. Notwithstanding said demands, Dynetics failed and refused, as it
to pay his obligation pursuant to the indemnity agreements he executed. its obligation pursuant to the indemnity agreement it executed in de
108-111)
CAUSES OF ACTION AGAINST MATRIX MANAGEMENT & TRADING CORPORATION
On August 21, 1985, the petitioners manifested that ... they are adopting all al
30. Plaintiff Matrix bound itself jointly and severally with Chemark in favor of the defendant for as their answer to the respective counterclaim against each of them." (Origin
the payment, upon demand and without benefit of excussion, of whatever amount or amounts
Chemark may be indebted to defendant under and by virtue of the aforesaid credit line On September 18, 1985, the respondent bank filed a motion for summary jud
accommodation including the substitutions, renewals, extensions, increases and other the answer to the counterclaim "tenders no genuine issue as to any mat
amendments of the aforesaid credit accommodations, as well as of the amount of such other mere conclusions of law and fact, and in paragraph 4 thereof, plaintiffs exp
obligations that Chemark may owe the defendant. obligation to defendant and indemnity agreements dated February 8, 1982 w
said instruments, it was basically provided that for and in consideration of th
31. Accordingly, Matrix through its duly authorized officers, executed an Indemnity Agreement the total amount of Twenty Million (20,000,000.00) Pesos, granted by defe
dated February 8, 1982, a copy of which is attached hereto as Annex "A" and incorporated herein Electric Motors, Inc., a corporation duly organized and existing under the laws
by reference. agreed to indemnify defendant in the event Chemark should fail to comply wit
Records, p. 248) In support of the motion, the respondent bank attached the
32. Under the terms of the foregoing indemnity agreement executed by Matrix, it further bound 17, 1985 of Ms. Charis Marquez, Senior Assistant Manager, corporate banking
itself solidarily with Chemark in favor of defendant for the faithful compliance of all the terms annexes.
and conditions contained in the Credit Line Agreement (Annex "B").<äre||anº•1àw>
The petitioners filed an opposition to the motion for summary judgment but t
33. Defendant demanded from Matrix the payment of the outstanding obligation of Chemark in rendered a decision granting the motion for summary judgment. The petitioner
a letter dated October 26, 1984, a copy of which is made Annex "5" to form part hereof. and they were ordered to pay the respondent bank under the indemnity agre
Defendant reiterated said demand on April 25, 1985.
The petitioners then filed with the Court of Appeals: 1) an appeal from the su
34. Notwithstanding said demands, Matrix failed and refused, as it still fails and refuses, to pay special civil action for certiorari and prohibition with a prayer for preliminary inj
its obligation pursuant to the indemnity agreement it executed in plaintiffs favor. of the lower, court granting motion for summary judgment and granting mo
appeal. The two cases were consolidated.
CAUSE OF ACTION AGAINST DYNETICS, INC.
The appellate court sustained the summary judgment. Both petitions were di
35. Plaintiff Dynetics bound itself jointly and severally with Chemark in favor of the defendant the petitioners. A motion for reconsideration thereto was denied.
for the payment, upon demand and without benefit of excussion, of whatever amount or
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Hence, this petition. KNOW ALL MEN BY THESE PRESENTS: That—
On March 30, 1988, we issued a temporary restraining order to enjoin the enforcement of the questioned DYNETICS, INC., a corportion duly organized and existing under and
decision of the appellate court. In a Resolution dated June 6, 1988, we gave due course to the petition. Philippines, with offices at the FTI Complex, Taguig, Metro Manila
the credit accommodation in the total amount of TWENTY MILLION
The issue raised in the petition is whether or not the appellate court committed reversible error when it granted by the SECURITY BANK & TRUST COMPANY, a commercia
sustained the trial court's summary judgment. organized and existing under and by virtue of the laws of the Philip
Ayala Avenue, Makati, Metro Manila, hereinafter referred to as the B
The petitioners submit that the appellate court committed such an error, to wit: ELECTRIC MOTORS, INC., ... a corporation duly organized and exist
the laws of the Philippines, with offices at the 2nd Floor, Princess
a. The rendition of Judge Mendoza's Summary Judgment was improper because petitioners' Legaspi Village, Makati, Metro Manila, hereinafter referred to as the C
Complaint and SBTC's Answer with Counterclaim raise triable issues of fact. The Court of interests and charges thereon, evidenced by that/those certain
Appeals, therefore, erred when it sustained Judge Mendoza's Summary Judgment. AGREEMENT made and executed by and between the CLIENT and the
bind(s) himself/themselves jointly and severally with the CLIENT in
b. Assuming (the untrue) that there were no "genuine issues as to any material fact," the awards payment, upon demand and without benefit of excussion, of whatev
set out in Judge Mendoza's Summary Judgment were rendered in violation of rules of evidence CLIENT may be indebted to the BANK under and by virtue of aforesa
and laws and jurisprudence on interest, penalties and attorney's fees. The appellate court, including the substitutions, renewals, extensions, increases, amen
therefore, committed the same violation when it upheld Judge Mendoza's Summary Judgment. revivals of the aforesaid credit accommodation(s), as well as of the a
(Rollo, p. 325). other obligations that the CLIENT may owe the BANK, whether dir
secondary, as appears in the accounts, books and records of the
A Summary Judgment may be rendered by a court upon motion of a party before trial and after submission expenses arising from any agreement or agreements that may have
of pleadings, admissions, documents and/or affidavits and counter affidavits when it is clear that "except may hereafter be executed by and between the parties thereto, i
as to the amount of damages, there is no genuine issue as to any material fact and that the moving party renewals, extensions, increases, amendments, conversions and revi
is entitled to a judgment as a matter of law." (Rule 34, Rules of Court). By genuine issue is meant an accommodation(s), and further bind(s) himself/themselves with the C
issue of fact which calls for the presentation of evidence Cadirao v. Estenzo, 132 SCRA 93) as for the faithful compliance of all the aforesaid credit accommod
distinguished from an issue which is sham, fictitious, contrived, set up in bad faith, or patently incorporated herein and made part hereof by reference.
unsubstantial as not to constitute a genuine issue for trial. (Vergara, Sr. v. Suelto, et al., G.R. No. 74766
December 21, 1987, Cadirao v. Estenzo supra;; Mercado, et al. v. Court of Appeals, G.R. No. L-44001 June IN WITNESS WHEREOF, these presents are signed at Makati, Metro
10, 1988) This can be determined by the court on the basis of the pleadings, admissions, documents, February, 1982. ... and/or its trust accounts funding this loan—
affidavits and/or counter-affidavits submitted by the parties to the court. (Section 3, Rule 34, Revised
Rules of Court;; Vergara v. Suelto supra;; Cadirao v. Estenzo supra). DYNETICS, INC.
The pleadings, admissions and affidavits submitted in court in this case reveal the following facts: (SGD.) ANTONIO M. GARCIA (SGD.) DOMINADOR GAMEZ
Signed in the Presence of.
In August 1981, Chemark was granted by respondent bank a credit line of P4.0 million which was
increased in February 1982 to P20.0 million, to wit;; Export loan line from P2.0 million to P15.00 million;; (SGD.) JONA C. CAJUYONG (SGD.) TERESITA A. DE GUZMAN
Import LC/TR-from P2.0 million to P5.0 million. The terms and conditions of this P20 million credit are (Original Records, pp. 306-307)
stated in the Credit Line Agreement dated February 8, 1982 (p. 254, Records). On this same day, February
8, 1982 the petitioners executed separate, but with similar terms, indemnity agreements whereby they Both Dynetics and Matrix were authorized by their respective board
bound themselves jointly and severally with Chemark to pay respondent bank upon demand and without indemnity agreements. In the case of Dynetics, Corporate Secretary
excussion of whatever amount Chemark may be indebted to said bank by virtue of said credit line that during a meeting of the Board of Directors held on December 29
accommodation including the substitution, renewals, extensions, increases and other amendments it was unanimously adopted that the corporation "... undertake to join
thereof;; and that upon default of Chemark, proper demands to pay were made on the petitioners to the credit line of CHEMARK ELECTRIC MOTORS, INC. in favor of the
comply with their obligations. The three indemnity agreements binding each of the petitioners contain COMPANY, in an amount not to exceed TWENTY MILLION (20,000
the following provisions: Original Records). In the case of MATRIX, Corporate Secretary Rene
the meeting of the Board of Directors held on December 28, 1981, a r
INDEMNITY AGREEMENT adopted to have the corporation "... jointly and severally guarantee
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ELECTRIC MOTORS, INC. in favor of the SECURITY BANK & TRUST COMPANY, in an amount including its obligations to the defendant, except that its liquidity p
not to exceed TWENTY MILLION (P20,000,000.00) PESOS. (Original Records, p. 262) paying its creditors.
Chemark then availed of the P20.0 million credit line and executed two (2) promissory notes covering the 8. Chemark started negotiating with the defendant for the restructur
following amounts drawn against the Export Loan Line, to wit: latter. For this purpose, it submitted several proposed courses o
whereby in time all of its obligations to the defendant would be paid
a) The sum of P6,350,750.00 drawn on March 23, 1983 with interest and penalty at the rate
indicated in Promissory Note No. DLS/74/540/83 to mature on June 21, 1983 (p. 255, Original 9. In the meantime, the defendant demanded payment from the pla
Records) Chemark. Although plaintiffs are not legally liable for the paymen
nonetheless, proposed to the defendant that the latter allow Chem
b) The sum of P8,649,250.00 drawn on August 9, 1983 with interest and penalty ac the rate until such time that it shall have recovered its ability to pay its ob
indicated in Promissory Note No. DLS/74/1358/83 to mature on September 8, 1983 (p. 256, principle was reached on this proposal and the defendant committed
Original Records) recover from its liquidity problems and to refrain from demanding
Chemark from the plaintiffs. (Emphasis supplied). (Rollo, pp. 328-32
These obligations were not paid by Chemark when they became due. Hence, the respondent bank
demanded from the petitioners under the indemnity agreements the payment of the outstanding xxx xxx xxx
obligations of Chemark.
11.2 Second Defense: that SBTC and the petitioners did not intend to
Undoubtedly, the obligations of the petitioners to the respondents are clearly defined in the pleadings, Agreements as collateral security for Chemark's loans and that SBT
admissions and the unrebutted affidavit of Ms. Marquez who handles the Chemark account. on Chemark's viability as a business enterprise.
Nevertheless, the petitioners insist that their complaint for declaratory relief tenders genuine issues which 11.2A The Complaint pleads this defense in the following paragraphs
should be threshed out in a full-blown trial, to wit:
5. ... when the defendant finally extended the loan to Chemark, it
xxx xxx xxx aforesaid instruments (referring to the Indemnity Agreements) p
(petitioners) which, in the meantime, were no longer valid and effe
11.1 First Defense: that the principal obligation has not yet matured because SBTC, agreed to parties as collateral security for future Chemark loans, but because
allow Chemark a grace period within which to recover its liquidity and pay the debt. of the viability of Chemark's business operations and interest income
from the loans to Chemark. (Emphasis supplied) (Rollo, pp. 329-330
11.1A This defense is pleaded in the following allegations of the Complaint:
xxx xxx xxx
6. In the aftermath of the assassination of Senator Benigno S. Aquino, Jr., on August 21, 1983,
the Philippine economy was plunged into a deep crisis. There was a massive flight of capital;; 11.3 Third Defense: that Dynetic's execution of the Indemnity Ag
the country's balance of payments deteriorated;; business and industry practically stood still;; and purposes and is therefore ultra vires and unenforceable against it.
the foreign debts of the country could not be serviced;; banks collapsed, the exchange rate
between the Philippine Peso and US Dollar tripled and there was practically no foreign exchange 11.3A This defense is pleaded in the Complaint as follows:
available in the country. The resultant extremely adverse economic conditions were not foreseen
or contemplated by persons or entities who became parties to a contract. None of the parties to 13. Plaintiffs are not liable to the defendant under the Indemnity Agre
a contract expected nor did they intend that the terms and conditions they agreed upon would the following reasons:
operate under extreme adverse economic conditions.
xxx xxx xxx
7. Because of the recent economic developments here and abroad, the failure of one of the
stockholders of Chemark to comply with its commitments and Chemark's inability to collect (c) Assuming, without, conceding, that there is a valid consideratio
substantial receivables from its marketing representatives in the United States, Chemark started aforesaid instruments and that said instruments continued to be va
to suffer liquidity problems. As a consequence, it was unable to pay its creditors, among whom defendant extended a credit accommodation to Chemark, said inst
is the defendant. However, Chemark had more than sufficient assets to pay all its obligations insofar as Dynetics is concerned as it is ultra vires, being contrary t
its powers, licenses and franchise: (Emphasis supplied) (Rollo, pp. 3
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We find no material questions of facts tendered by these defenses as to the main issue on whether or Then Dynetics argues that it has raised the issue of novation in ligh
not the petitioners can be held liable to the respondent bank under their indemnity agreements. between Security Bank and Chemark. Again, the alleged new contrac
need not be the subject of trial. Upon their basis, the court can
The issue tendered in the first defense is "sham and fictitious" in the light of the terms of the indemnity novation of contract. (Rollo, P. 125)
agreements. Thus, under the indemnity agreements, the petitioners bound themselves jointly and
severally with Chemark in favor of the respondent bank for the payment, upon demand and without The petitioners also assail the awards of penalty charges at 36% per annum
benefit of excussion, of whatever amount or amounts Chemark may be indebted to the respondent bank 24% per annum respectively on the loans. They contend that the interests
under and by virtue of the credit accommodations. (Emphasis supplied) The economic conditions of the sustained by the evidence because the rate of interest stipulated in the prom
country are immaterial to the issue on the liability of the petitioners under their indemnity agreements. per annum.
The issue raised in the second defense, on whether or not the indemnity agreements were intended as The lower courts based the computation of interests and penalty charges
collaterals for future Chemark loans is likewise sham and fictitious. Under the indemnity agreements, the Marquez, Assistant Manager of the Corporate Banking Group of Security Bank
petitioners bound themselves to pay whatever amount Chemark may be indebted to the bank "under and the account officer who handled the account of Chemark. The pertinent porti
by virtue of aforesaid credit accommodation(s) including the substitutions, renewals, extensions, follows:
increases, amendments, conversions and revivals of the aforesaid credit accommodation(s) ... (Emphasis
supplied) 22. As per statements of Accounts dated June l5, 1985, under
(Annexes "2" and "3" hereof) covered by the subject Indemnity Agr
The argument as to whether or not Dynetics' execution of the indemnity agreement is contrary to its and "8" hereof), the total outstanding obligation of Dynetics, Inc., Ma
purposes and therefore ultra vires and unenforceable against it does not tender a genuine issue. The Corporation and Antonio M. Garcia to Security Bank & Trust Co. was
record shows that Dynetics was authorized to execute the indemnity agreements evidenced by the interest and charges. Attached hereto as Annexes "9" and "l0" are co
Corporate Secretary's certificate (p. 38, 264 Original Records). Accounts dated June 15, 1985;;
This was not rebutted. 23. In the said Statements of Accounts dated June 15, 1985, we c
annum, respectively, because the subject loans (Annexes "2" and "3
Indeed, we find no genuine issues raised in the complaint which can not be resolved by the pleadings, be rediscounted at the Central Bank at 11% per annum. Howeve
admissions and the affidavit of Charis Marquez submitted to the court. As the appellate court said: Motors, Inc. failed to give us the required letter of credit which was a
Bank, we charged them 18% and 24% instead of 11% interest per an
Dynetics, Garcia and Matrix attempted to avoid liability by trying hard to create factual issues fit charges were based on and authorized under our Credit Proposal,
for trial. The attempt is but a hodgepodge of legal arguments and conclusions which can be attached as Annexes "11" to "11-B". (Original Records, p. 252)
resolved without the rituals of trial. Thus, Dynetics urges that there is need for trial to determine
whether it can be compelled to pay considering that SEC by its Order of September 27, 1984 The increased interest rates are expressly provided for in the amended credit
has prohibited Chemark from paying its creditors. The issue is strictly legal and can be decided two promissory notes executed by Chemark in favor of Security Bank & Trus
by determining the character of liability of Dynetics as joint and solidary debtor. Dynetics also error in the award of interests.
argues that it raised the issue of lack of consideration which must be tried on the merits. The
issue deserves scant consideration for the parties' Indemnity Agreement specifies the The penalty of 36% per annum is provided in the promissory notes (Annexes "3
consideration to be the grant of credit accommodation to Chemark in the sum of P20 M. Also
what is posed is a legal issue resolvable in light of the character of Dynetics as a joint and If this note is not fully paid when due, the undersigned shall pay, in
solidary debtor. Dynetics also asseverates that it did not intend its Indemnity Agreement as interest, a penalty of 3% per month on the total outstanding prin
collaterals for future Chemark loans. This is a clear pretense considering that again under its unpaid. ... (Original Records, p. 256)
Indemnity Agreement, Dynetics clearly bound itself to pay whatever amount Chemark may be
indebted to Security Bank "under and by virtue of the aforesaid credit accommodation(s) The affidavit and supporting documents were attached to the respondent b
including the substitutions, renewals, extensions, increases, amendments, conversions and judgment. The petitioners failed to oppose Marquez' affidavit in their "Oppo
revivals of aforesaid credit accommodation(s.)" There is nothing on record to substantiate the summary judgment. Neither did they submit counter- affidavits, as was th
pretense of mistake of Dynetics. (Rollo, p. 121) amounts due from them including the increased interests and penal
circumstances, the respondent bank was entitled to summary judgment (Philip
xxx xxx xxx Leather Co., Inc., et al. 105 Phil. 400;; See also Mercado, et al. v. Court of
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stated, the lower court committed no reversible error in awarding the questioned interests. We cannot, Notes.—Relief of summary judgment is intended to expedite or promptly dispo
however, agree with the appellate court as regards the award of penalty charges at 36% per annum. appear undisputed and certain from the pleadings, dispositions, admissions
Estenzo, 89 SCRA 684).
Penalty interests are in the nature of liquidated damages (Cumagun v. Philippine American Insurance Co.,
Inc., et al. G.R. No. 81453 August 15, 1988;; Lambert v. Fox, 26 Phil. 588) and may be equitably reduced
by the courts if they are iniquitous or unconscionable. (See Articles 1229, 2227, New Civil Code). There is no basis for issuance of Summary Judgment for failure to observe guid
89 SCRA 684).
The records show that on the first loan, the principal of which is P6,350,750.00, the penalty charges as
of June 15, 1986 are already equivalent to P6,774,378.06 (p. 265, Original Records) and that on the ——o0o——
second loan, the principal of which is P8,649,250.00 the penalty charges as of June 15, 1985 are
equivalent to P8,662,008.53. (p. 266, Original Records) The P6,774,378.06 penalty charges in the first
loan would have been earned by the private respondent after only 725 days (1 year and 360 days) of
delay in the payment of the loan while the P8,662,008.53 penalty charges would have been earned by
the private respondent after only 646 days (1 year and 281 days) of delay in the payment of the loan.
The figures from 1985 to 1988 would amount to several times the principal loans.
We agree with the petitioner that the penalty charges are excessive and unconscionable. The interest
charges are enough punishment for the petitioners' failure to comply with their obligations.
Finally, the petitioners question the amount for attorney's fees equivalent to 10% of their obligation.
Again, Chemark's promissory notes provide for the award of attorney's fees in case of default to pay the
loans, to wit:
xxx xxx xxx
If this note is not fully paid when due, the undersigned shall pay, in addition to the stipulated
interest, a penalty of 3% per month on the total outstanding principal and interest due and
unpaid. The undersigned shall also pay, as and for attorney's fee, a sum equivalent to 20% of
the total amount due under this note plus expenses and costs of collection, in case this note is
placed in the hands of an attorney for collection. (See Annexes "2", "3", Affidavit of Charis
Marquez) (Original Records, p. 255)
The award for attorney's fees is justified and, in fact, is even lower than that agreed upon by the parties.
WHEREFORE, the instant petition is DISMISSED. The questioned decision and resolution of the Court of
Appeals are AFFIRMED except for the award of penalty charges which is stricken from the judgment. The
Temporary Restraining Order issued on March 30, 1988 is LIFTED. Costs against the petitioners.
SO ORDERED.
Fernan C.J., Bidin and Cortes, JJ., concur.
Feliciano, J., took no part.
Petition dismissed. Decision and resolution affirmed.
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G.R. Nos. 128833, 128834, and 128866. April 20, 1998.* Same;; Same;; For an insurance company to be held liable for unreasonably
RIZAL COMMERCIAL BANKING CORPORATION, UY CHUN BING AND ELI D. LAO, petitioners, payment of insurance proceeds, the delay must be wanton, oppressive, or ma
vs. COURT OF APPEALS and GOYU & SONS, INC., respondents. company to be held liable for unreasonably delaying and withholding payment
delay must be wanton, oppressive, or malevolent (Zenith Insurance Corpora
RIZAL COMMERCIAL BANKING CORPORATION, petitioner, vs. COURT OF APPEALS, ALFREDO [1990]). It is generally agreed, however, that an insurer may in good fait
C. SEBASTIAN, GOYU & SONS, INC., GO SONG HIAP, SPOUSES GO TENG KOK and BETTY CHIU difference of opinion as to its liability. Accordingly, the statutory penalty for vex
SUK YING alias BETTY GO, respondents. to pay a claim should not be inflicted unless the evidence and circumstances
willful and without reasonable cause as the facts appear to a reasonable and
MALAYAN INSURANCE, INC., petitioner, vs. GOYU & SONS, INC., respondent. Co. vs. Bommarito [CCA 8th] 42 F [2d] 53, 70 ALR 1211;; Phoenix Ins. Co. vs
853, 65 Am St Rep 307;; Kusnetsky vs. Security Ins. Co., 313 Mo. 143, 281 SW
Civil Law;; Insurance Law;; Mortgages;; It is settled that a mortgagor and a mortgagee have separate and at bar does not show that MICO wantonly and in bad faith delayed the releas
distinct insurable interests in the same mortgaged property, such that each one of them may insure the
same property for his own sole benefit;; The intentions of the parties as shown by their contemporaneous Same;; Same;; Interests;; The essence or rationale for the payment of interest o
acts, must be given due consideration in order to better serve the interest of justice and equity.—It is and distinct from that of surcharges and penalties;; Court fails to find justificati
settled that a mortgagor and a mortgagee have separate and distinct insurable interests in the same outright deletion of the payment of interest as agreed upon in the respecti
mortgaged property, such that each one of them may insure the same property for his own sole benefit. essence or rationale for the payment of interest or cost of money is separat
There is no question that GOYU could insure the mortgaged property for its own exclusive benefit. In the surcharges and penalties. What may justify a court in not allowing the credito
present case, although it appears that GOYU obtained the subject insurance policies naming itself as the penalties despite express stipulation therefor in a valid agreement, may not e
sole payee, the intentions of the parties as shown by their contemporaneous acts, must be given due of interest. The charging of interest for loans forms a very essential and fu
consideration in order to better serve the interest of justice and equity. banking business, which may truly be considered to be at the very core of i
inconceivable for a bank to grant loans for which it will not charge any inte
Same;; Same;; Same;; It is basic and fundamental that the first mortgagee has superior rights over junior justification for the Court of Appeals’ outright deletion of the payment of inte
mortgagees or attaching creditors.—Anent the right of RCBC to intervene in Civil Case No. 1073, before respective promissory notes. This constitutes gross error.
the Zamboanga Regional Trial Court, since it has been determined that RCBC has the right to the
insurance proceeds, the subject matter of intervention is rendered moot and academic. Respondent PETITIONS for review on certiorari of a decision of the Court of Appeals.
Sebastian must, however, yield to the preferential right of RCBC over the MICO insurance policies. It is
basic and fundamental that the first mortgagee has superior rights over junior mortgagees or attaching The facts are stated in the opinion of the Court.
creditors. Siguion Reyna, Montecillo & Ongsiako for petitioner RCBC.
Rodolfo P. del Prado for private respondent Goyu & Sons, Inc.
Same;; Same;; Section 53 of the Insurance Code ordains that the insurance proceeds of the endorsed Manuel Melotindos for private respondent Go Song Hiap, Spouses Go Ten
policies shall be applied exclusively to the proper interest of the person for whose benefit it was made.— Betty Go, Jr.
The proceeds of the 8 insurance policies endorsed to RCBC aggregate to P89,974,488.36. Being Linda Eustaquio-Lim for private respondent Alfredo C. Sebastian.
exclusively payable to RCBC by reason of the endorsement by Alchester to RCBC, which we already ruled
to have the force and effect of an endorsement by GOYU itself, these 8 policies can not be attached by MELO, J.:
GOYU’s other creditors up to the extent of the GOYU’s outstanding obligation in RCBC’s favor. Section 53
of the Insurance Code ordains that the insurance proceeds of the endorsed policies shall be applied The issue relevant to the herein three consolidated petitions revolve arou
exclusively to the proper interest of the person for whose benefit it was made. In this case, to the extent respondent Goyu & Sons, Inc. (GOYU) with petitioner Malayan Insurance
of GOYU’s obligation with RCBC, the interest of GOYU in the subject policies had been transferred to connection with the mortgage contracts entered into by and between
Corporation (RCBC) and GOYU.
RCBC effective as of the time of the endorsement.
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The Court of Appeals ordered MICO to pay GOYU its claims in the total amount of P74,040,518.58, plus In the meantime, another notice of garnishment was handed down by anoth
37% interest per annum commending July 27, 1992. RCBC was ordered to pay actual and compensatory 28) for the amount of P8,696,838.75 (Exhibit "22-Malayan").
damages in the amount of P5,000,000.00. MICO and RCBC were held solidarily liable to pay GOYU
P1,500,000.00 as exemplary damages and P1,500,000.00 for attorney's fees. GOYU's obligation to RCBC After trial, Branch 3 of the Manila RTC rendered judgment in favor of GOYU, d
was fixed at P68,785,069.04 as of April 1992, without any interest, surcharges, and penalties. RCBC and
MICO appealed separately but, in view of the common facts and issues involved, their individual petitions WHEREFORE, judgment is hereby rendered in favor of the plaintiff a
were consolidated. Malayan Insurance Company, Inc. and Rizal Commercial Banking Corp
as follows:
The undisputed facts may be summarized as follows:
1. For defendant Malayan Insurance Co., Inc.:
GOYU applied for credit facilities and accommodations with RCBC at its Binondo Branch. After due
evaluation, RCBC Binondo Branch, through its key officers, petitioners Uy Chun Bing and Eli D. Lao, a. To pay the plaintiff its fire loss claims in the total amount
recommended GOYU's application for approval by RCBC's executive committee. A credit facility in the amount of P50,000,000.00 which is deposited with this Cou
amount of P30 million was initially granted. Upon GOYU's application and Uy's and Lao's recommendation,
RCBC's executive committee increased GOYU's credit facility to P50 million, then to P90 million, and finally b. To pay the plaintiff damages by was of interest for the
to P117 million. July 27, 1992 (ninety days after defendant insurer's receip
loss and notice of loss) at the rate of twice the ceiling p
As security for its credit facilities with RCBC, GOYU executed two real estate mortgages and two chattel Board, on the following amounts:
mortgages in favor of RCBC, which were registered with the Registry of Deeds at Valenzuela, Metro
Manila. Under each of these four mortgage contracts, GOYU committed itself to insure the mortgaged 1) P50,000,000.00 — from July 27, 1992 up to the time
property with an insurance company approved by RCBC, and subsequently, to endorse and deliver the with this Court on January 7, 1994;;
insurance polices to RCBC.
2) P24,040,518.58 — from July 27, 1992 up to the
GOYU obtained in its name a total of ten insurance policies from MICO. In February 1992, Alchester attachments were received by defendant Malayan;;
Insurance Agency, Inc., the insurance agent where GOYU obtained the Malayan insurance policies, issued
nine endorsements in favor of RCBC seemingly upon instructions of GOYU (Exhibits "1-Malayan" to "9- 2. For defendant Rizal Commercial Banking Corporation:
Malayan").
a. To pay the plaintiff actual and compensatory dam
On April 27, 1992, one of GOYU's factory buildings in Valenzuela was gutted by fire. Consequently, GOYU P2,000,000.00;;
submitted its claim for indemnity on account of the loss insured against. MICO denied the claim on the
ground that the insurance policies were either attached pursuant to writs of attachments/garnishments 3. For both defendants Malayan and RCBC:
issued by various courts or that the insurance proceeds were also claimed by other creditors of GOYU
alleging better rights to the proceeds than the insured. GOYU filed a complaint for specific performance a. To pay the plaintiff, jointly and severally, the following am
and damages which was docketed at the Regional Trial Court of the National Capital Judicial Region
(Manila, Branch 3) as Civil Case No. 93-65442, now subject of the present G.R. No. 128833 and 128866. 1) P1,000,000.00 as exemplary damages;;
2) P1,000,000.00 as, and for, attorney's fees;;
RCBC, one of GOYU's creditors, also filed with MICO its formal claim over the proceeds of the insurance 3) Costs of suit.
policies, but said claims were also denied for the same reasons that MICO denied GOYU's claims.
and on the Counterclaim of defendant RCBC, ordering the plainti
In an interlocutory order dated October 12, 1993 (Record, pp. 311-312), the Regional Trial Court of with defendant RCBC in the amount of P68,785,069.04, as of A
Manila (Branch 3), confirmed that GOYU's other creditors, namely, Urban Bank, Alfredo Sebastian, and thereon at the rate stipulated in the respective promissory note
Philippine Trust Company obtained their respective writs of attachments from various courts, covering an penalties) per computation, pp. 14-A, 14-B & 14-C.
aggregate amount of P14,938,080.23, and ordered that the proceeds of the ten insurance policies be
deposited with the said court minus the aforementioned P14,938,080.23. Accordingly, on January 7, FURTHER, the Clerk of Court of the Regional Trial Court of Manila is
1994, MICO deposited the amount of P50,505,594.60 with Branch 3 of the Manila RTC. immediately to the plaintiff the amount of P50,000,000.00 deposited w
Malayan, together with all the interest earned thereon.
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(Record, pp. 478-479.) action between Alfredo C. Sebastian (the creditor) and GOYU (the debtor), w
policies were attached in favor of Sebastian.
From this judgment, all parties interposed their respective appeals. GOYU was unsatisfied with the amount
awarded in its favor. MICO and RCBC disputed the trial court's findings of liability on their part. The Court After a careful reviews of the material facts as found by the two courts below
of Appeals party granted GOYU's appeal, but sustained the findings of the trial court with respect to MICO and applicable laws, we find merit in the submission of RCBC and MICO.
and RCBC's liabilities, thusly:
The several causes of action pursued below by GOYU gave rise to several re
WHEREFORE, the decision of the lower court dated June 29, 1994 is hereby modified as follows: submitted in the petitions before us. This Court, however, discerns one prim
this is, whether or not RCBC, as mortgagee, has any right over the insurance p
1. FOR DEFENDANT MALAYAN INSURANCE CO., INC: mortgagor, in case of the occurrence of loss.
a) To pay the plaintiff its fire loss claim in the total amount of P74,040,518.58 less the As earlier mentioned, accordant with the credit facilities extended by RCBC to
amount of P50,505,594.60 (per O.R. No. 3649285) plus deposited in court and several mortgage contracts in favor of RCBC. It was expressly stipulated in the
damages by way of interest commencing July 27, 1992 until the time Goyu receives GOYU shall insure the mortgaged property with any of the insurance comp
the said amount at the rate of thirty-seven (37%) percent per annum which is twice GOYU indeed insured the mortgaged property with MICO, an insurance com
the ceiling prescribed by the Monetary Board. Bases on their stipulations in the mortgage contracts, GOYU was supposed t
policies in favor of, and deliver them, to RCBC. Alchester Insurance Agency
2. FOR DEFENDANT RIZAL COMMERCIAL BANKING CORPORATION;; from whom GOYU obtained the subject insurance policies, prepared the nine e
Malayan" to "9-Malayan";; also Exh. "51-RCBC" to "59-RCBC"), copies of whic
a) To pay the plaintiff actual and compensatory damages in the amount of RCBC, and MICO. However, because these endorsements do not bear the
P5,000,000.00. GOYU, the trial court, as well as the Court of Appeals, concluded that the end
3. FOR DEFENDANTS MALAYAN INSURANCE CO., INC., RIZAL COMMERCIAL BANKING We do not quite agree.
CORPORATION, UY CHUN BING AND ELI D. LAO:
It is settled that a mortgagor and a mortgagee have separated and distinc
a) To pay the plaintiff jointly and severally the following amounts: same mortgaged property, such that each one of them may insure the same
benefit. There is no question that GOYU could insure the mortgaged property fo
1. P1,500,000.00 as exemplary damages;; In the present case, although it appears that GOYU obtained the subject insu
2. P1,500,000.00 as and for attorney's fees. as the sole payee, the intentions of the parties as shown by their contempora
due consideration in order to better serve the interest of justice and equity.
4. And on RCBC's Counterclaim, ordering the plaintiff Goyu & Sons, Inc. to pay its loan
obligation with RCBC in the amount of P68,785,069.04 as of April 27, 1992 without any It is to be noted that nine endorsement documents were prepared by Alche
interest, surcharges and penalties. Court is in a quandary how Alchester could arrive at the idea of endorsing an
in favor of any particular beneficiary or payee other than the insured had
The Clerk of the Court of the Regional Trial Court of Manila is hereby ordered to immediately beneficiary been specifically disclosed by the insured itself. It is also significant
release to Goyu & Sons, Inc. the amount of P50,505,594.60 (per O.R. No. 3649285) deposited purposely took the insurance policies from MICO, a sister company of RCBC, a
with it by Malayan Insurance Co., Inc., together with all the interests thereon. insurance company. Alchester would not have found out that the subjec
mortgaged to RCBC had not such information been voluntarily disclosed by G
(Rollo, p. 200.) for GOYU, Alchester would not have known of GOYU's intention of obtain
compliance with its undertaking in the mortgage contracts with RCBC, and
RCBC and MICO are now before us in G.R. No. 128833 and 128866, respectively, seeking review and have endorsed the policies to RCBC had it not been so directed by GOYU.
consequent reversal of the above dispositions of the Court of Appeals.
On equitable principles, particularly on the ground of estoppel, the Court is c
In G.R. No. 128834, RCBC likewise appeals from the decision in C.A. G.R. No. CV-48376, which case, by of mortgagor RCBC. The basis and purpose of the doctrine was explained i
virtue of the Court of Appeals' resolution dated August 7, 1996, was consolidated with C.A. G.R. No. CV- vs. Court of Appeals (94 SCRA 357 [1979]), to wit:
46162 (subject of herein G.R. No. 128833). At issue in said petition is RCBC's right to intervene in the
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The doctrine of estoppel is based upon the grounds of public, policy, fair dealing, good faith and 3. Endorsement documents were prepared by MICO's underwriter, Alchester I
justice, and its purpose is to forbid one to speak against his own act, representations, or copies thereof were sent to GOYU, MICO, and RCBC. GOYU did not assail, unti
commitments to the injury of one to whom they were directed and who reasonably relied endorsements.
thereon. The doctrine of estoppel springs from equitable principles and the equities in the case.
It is designed to aid the law in the administration of justice where without its aid injustice might 4. GOYU continued until the occurrence of the fire, to enjoy the benefits of th
result. It has been applied by this Court wherever and whenever special circumstances of a case by RCBC which was conditioned upon the endorsement of the insurance polic
so demand. cover the mortgaged properties.
(p. 368.) This Court cannot over stress the fact that upon receiving its copies of the
prepared by Alchester, GOYU, despite the absence of its written conformity th
Evelyn Lozada of Alchester testified that upon instructions of Mr. Go, through a certain Mr. Yam, she said endorsement to be sufficient compliance with its obligation under the mor
prepared in quadruplicate on February 11, 1992 the nine endorsement documents for GOYU's nine accordingly continued to extend the benefits of its credits facilities and G
insurance policies in favor of RCBC. The original copies of each of these nine endorsement documents therefrom. Just as plain too is the intention of the parties to constitute RCB
were sent to GOYU, and the others were sent to RCBC and MICO, while the fourth copies were detained various insurance policies obtained by GOYU. The intention of the parties will
for Alchester's file (tsn, February 23, pp. 7-8). GOYU has not denied having received from Alchester the and effect particular case. The insurance proceeds may, therefore, be exclusiv
originals of these documents. under the factual circumstances of the case, is truly the person or entity for
were clearly intended.
RCBC, in good faith, relied upon the endorsement documents sent to it as this was only pursuant to the
stipulation in the mortgage contracts. We find such reliance to be justified under the circumstances of Moreover, the law's evident intention to protect the interests of the mortg
the case. GOYU failed to seasonably repudiate the authority of the person or persons who prepared such property is expressed in Article 2127 of the Civil Code which states:
endorsements. Over and above this, GOYU continued, in the meantime, to enjoy the benefits of the credit
facilities extended to it by RCBC. After the occurrence of the loss insure against, it was too late for GOYU Art. 2127. The mortgage extends to the natural accessions, to the imp
to disown the endorsements for any imagined or contrived lack of authority of Alchester to prepare and and the rents or income not yet received when the obligation becom
issue said endorsements. If there had not been actually an implied ratification of said endorsements by of the indemnity granted or owing to the proprietor from the insurers
virtue of GOYU's inaction in this case, GOYU is at the very least estopped from assailing their operative or in virtue of expropriation for public use, with the declarations, am
effects. To permit GOYU to capitalize on its non-confirmation of these endorsements while it continued established by law, whether the estate remains in the possession of
to enjoy the benefits of the credit facilities of RCBC which believed in good faith that there was due into the hands of a third person.
endorsement pursuant to their mortgage contracts, is to countenance grave contravention of public
policy, fair dealing, good faith, and justice. Such an unjust situation, the Court cannot sanction. Under Significantly, the Court notes that out of the 10 insurance policies subject o
the peculiar circumstances obtaining in this case, the Court is bound to recognize RCBC's right to the appear to have been subject of the endorsements prepared and delivered
proceeds of the insurance polices if not for the actual endorsement of the policies, at least on the basis instructions of GOYU as shown below:
of the equitable principle of estoppel.
INSURANCE POLICY PARTICULARS ENDORSEMENT
GOYU cannot seek relief under Section 53 of the Insurance Code which provides that the proceeds of
insurance shall exclusively apply to the interest of the person in whose name or for whose benefit it is a. Policy Number F-114-07795 None
made. The peculiarity of the circumstances obtaining in the instant case presents a justification to take Issue Date March 18, 1992
exception to the strict application of said provision, it having been sufficiently established that it was the Expiry Date April 5, 1993
intention of the parties to designate RCBC as the party for whose benefit the insurance policies were Amount P9,646,224.92
taken out. Consider thus the following:
b. Policy Number ACIA/F-174-07660 Exhibit "1-Malayan"
1. It is undisputed that the insured pieces of property were the subject of mortgage contracts entered Issue Date January 18, 1992
into between RCBC and GOYU in consideration of and for securing GOYU's credit facilities from RCBC. Expiry Date February 9, 1993
The mortgage contracts contained common provisions whereby GOYU, as mortgagor, undertook to have Amount P4,307,217.54
the mortgaged property properly covered against any loss by an insurance company acceptable to RCBC.
c. Policy Number ACIA/F-114-07661 Exhibit "2-Malayan"
2. GOYU voluntarily procured insurance policies to cover the mortgaged property from MICO, no less than Issue Date January 18, 1992
a sister company of RCBC and definitely an acceptable insurance company to RCBC. Expiry Date February 15, 1993
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Amount P6,603,586.43 to have the force and effect of an endorsement by GOYU itself, these 8 polic
GOYU's other creditors up to the extent of the GOYU's outstanding obligation
d. Policy Number ACIA/F-114-07662 Exhibit "3-Malayan" of the Insurance Code ordains that the insurance proceeds of the endorse
Issue Date January 18, 1992 exclusively to the proper interest of the person for whose benefit it was made
Expiry Date (not legible) of GOYU's obligation with RCBC, the interest of GOYU in the subject policie
Amount P6,603,586.43 RCBC effective as of the time of the endorsement. These policies may no long
creditors of GOYU, like Alfredo Sebastian in the present G.R. No. 128834
e. Policy Number ACIA/F-114-07663 Exhibit "4-Malayan" forthwith be dismissed for being moot and academic in view of the results re
Issue Date January 18, 1992 other policies amounting to P19,646,224.92 may be validly attached, garn
Expiry Date February 9, 1993 GOYU's other creditors. To the extent of GOYU's outstanding obligation with
Amount P9,457,972.76 other insurance policies above-listed which were endorsed to RCBC, are, ther
attachment, garnishment, and levy by the other creditors of GOYU.
f. Policy Number ACIA/F-114-07623 Exhibit "7-Malayan"
Issue Date January 13, 1992 This brings us to the next issue to be resolved, which is, the extent of GOYU's
Expiry Date January 13, 1993 RCBC which the proceeds of the 8 insurance policies will discharge and liquid
Amount P24,750,000.00 actual amount of GOYU's liability to RCBC.
g. Policy Number ACIA/F-174-07223 Exhibit "6-Malayan" The Court of Appeals simply echoed the declaration of the trial court finding t
Issue Date May 29, 1991 to RCBC was only P68,785,060.04 as of April 27, 1992, thus sanctioning th
Expiry Date June 27, 1992 Promissory Note No. 421-92 (renewal of Promissory Note No. 908-91) and P
Amount P6,000,000.00 (renewal of Promissory Note No. 952-91) on the ground that their execution
not only are these dated after the fire, but also because the signatures
h. Policy Number CI/F-128-03341 None representative are conspicuously absent. Accordingly, the Court of Appeals sp
Issue Date May 3, 1991
Expiry Date May 3, 1992 . . . Hence, this Court is inclined to conclude that said promissory
Amount P10,000,000.00 plaintiff in bank terms, as averred by plaintiff, in contemplation of
loans, for the same practice of procedure has always been adopted i
i. Policy Number F-114-07402 Exhibit "8-Malayan" the bank.
Issue Date September 16, 1991
Expiry Date October 19, 1992 (Rollo, pp. 181-182.)
Amount P32,252,125.20
The fact that the promissory notes bear dates posterior to the fire does not
j. Policy Number F-114-07525 Exhibit "9-Malayan" documents are spurious, for it is presumed that the ordinary course of bu
Issue Date November 20, 1991 (Metropolitan Bank and Trust Company vs. Quilts and All, Inc., 22 SCRA 486 [1
Expiry Date December 5, 1992 the holder of the negotiable instrument has the burden of proof of showing t
Amount P6,603,586.43 obligee any amount (Travel-On, Inc. vs. Court of Appeals, 210 SCRA 351 [199
(pp. 456-457, Record;; Folder of Exhibits for MICO.) Even casting aside the presumption of regularity of private transactions, receip
P121,966,058.67 (Exhibits 1-29, RCBC) was admitted by GOYU as indicated in
Policy Number F-114-07795 [(a) above] has not been endorsed. This fact was admitted by MICO's Hiap when he answered the queries of the trial court.
witness, Atty. Farolan (tsn, February 16, 1994, p. 25). Likewise, the record shows no endorsement for
Policy Number CI/F-128-03341 [(h) above]. Also, one of the endorsement documents, Exhibit "5- ATTY. NATIVIDAD
Malayan", refers to a certain insurance policy number ACIA-F-07066, which is not among the insurance
policies involved in the complaint. Q: But insofar as the amount stated in Exhibits 1 to 29-RCBC, you
stated therein?
The proceeds of the 8 insurance policies endorsed to RCBC aggregate to P89,974,488.36. Being
excessively payable to RCBC by reason of the endorsement by Alchester to RCBC, which we already ruled A: Yes, sir, I received the amount.
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COURT It should, however, be quickly added that whatever amount RCBC may have
He is asking if he received all the amounts stated in Exhibits 1 to 29-RCBC? insurers of the mortgage property will, nonetheless, have to be applied as
obligation. But, contrary to the lower courts' findings, payments effected by
WITNESS: 1993 should no longer be deducted. Such payments had obviously been duly
Yes, Your Honor, I received all the amounts. aforequoted letter date March 9, 1993, wherein it admitted that its p
P116,301,992.60 as of January 21, 1993.
COURT
Indicated in the Promissory Notes? The net obligation of GOYU, after deductions, is thus reduced to P107,246,887
to wit:
WITNESS Total Obligation as admitted by GOYU
A. The promissory Notes they did not give to me but the amount I asked which is correct, Your as of January 21, 1993:
Honor.
Broken down as follows:
COURT Principal 1 Interest
Regular 80,535,946.32
Q Your mean to say the amounts indicated in Exhibits 1 to 29-RCBC is correct? FDU 27,548,025.17
____________
A Yes, Your Honor. Total 108,083,971.49
(tsn, Jan. 14, 1994, p. 26.) LESS:
1) Proceeds from
Furthermore, aside from its judicial admission of having received all the proceeds of the 29 promissory Seaboard Eastern
notes as hereinabove quotes, GOYU also offered and admitted to RCBC that is obligation be fixed at Insurance Company 6,095,145.81
P116,301,992.60 as shown in its letter date March 9, 1993, which pertinently reads:
2) Proceeds from
We wish to inform you, therefore that we are ready and willing to pay the current past due Equitable Insurance
account of this company in the amount of P116,301,992.60 as of 21 January 1993, specified in Company 2,756,373.00
pars. 15, p. 10, and 18, p. 13 of your affidavits of Third Party Claims in the Urban case at Makati, 3) Payment from
Metro Manila and in the Zamboanga case at Zamboanga city, respectively, less the total of foreign department
P8,851,519.71 paid from the Seaboard and Equitable insurance companies and other legitimate negotiation: 203,584.89
deductions. We accept and confirm this amount of P116,301,992.60 as stated as true and
correct.
NET AMOUNT as of January 21, 1993
(Exhibit BB.)
The need for the payment of interest due the principal amount of the oblig
The Court of Appeals erred in placing much significance on the fact that the excluded promissory notes money to RCBC, the primary end and the ultimate reason for RCBC's exist
are dated after the fire. It failed to consider that said notes had for their origin transactions recognized by the trial court when it ruled favorably on RCBC's counterclaim,
consummated prior to the fire. Thus, careful attention must be paid to the fact that Promissory Notes No. loan obligation with RCBC in the amount of P68,785,069.04, as of April 27, 1
420-92 and 421-92 are mere renewals of Promissory Notes No. 908-91 and 952-91, loans already availed at the rate stipulated in the respective promissory notes (without surch
of by GOYU. computation, pp. 14-A, 14-B 14-C" (Record, p. 479). Inexplicably, the Cour
laying down the factual or legal justification for its ruling, modified the trial
The two courts below erred in failing to see that the promissory notes which they ruled should be excluded GOYU "to pay the principal amount of P68,785,069.04 without any interest,
for bearing dates which are after that of the fire, are mere renewals of previous ones. The proceeds of (Rollo, p. 200).
the loan represented by these promissory notes were admittedly received by GOYU. There is ample factual
and legal basis for giving GOYU's judicial admission of liability in the amount of P116,301,992.60 full force It is to be noted in this regard that even the trial court hedgingly and with mu
and effect. payment of additional interest, penalties, and charges, in this manner:
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Regarding defendant RCBC's commitment not to charge additional interest, penalties and 3. When the judgment of the court awarding a sum of money becom
surcharges, the same does not require that it be embodied in a document or some form of rate of legal interest, whether the case falls under paragraph 1 or pa
writing to be binding and enforceable. The principle is well known that generally a verbal 12% per annum from such finality until its satisfaction, this interim
agreement or contract is no less binding and effective than a written one. And the existence of by then an equivalent to a forbearance of credit.
such a verbal agreement has been amply established by the evidence in this case. In any event,
regardless of the existence of such verbal agreement, it would still be unjust and inequitable for (pp. 95-97).
defendant RCBC to charge the plaintiff with surcharges and penalties considering the latter's
pitiful situation. (Emphasis supplied). There being written stipulations as to the rate of interest owing on each s
summarized and tabulated by the trial court in its decision (pp. 470 and 471, R
(Record, p. 476) rates must be followed. This is very clear from paragraph II, sub-paragraph 1
The essence or rationale for the payment of interest or cost of money is separate and distinct from that On the issue of payment of surcharges and penalties, we partly agree that G
of surcharges and penalties. What may justify a court in not allowing the creditor to charge surcharges be taken into account. We do not agree, however, that payment of any a
and penalties despite express stipulation therefor in a valid agreement, may not equally justify non- penalties should altogether be deleted. Even assuming that RCBC, through its
payment of interest. The charging of interest for loans forms a very essential and fundamental element petitioners Eli Lao and Uy Chun Bing, may have relayed its assurance for assist
of the banking business, which may truly be considered to be at the very core of its existence or being. after the occurrence of the fire, we cannot accept the lower courts' finding t
It is inconceivable for a bank to grant loans for which it will not charge any interest at all. We fail to find facto effectively waived collection of any additional interests, surcharges,
justification for the Court of Appeal's outright deletion of the payment of interest as agreed upon in the Assurances of assistance are one thing, but waiver of additional interests, su
respective promissory notes. This constitutes gross error. another.
For the computation of the interest due to be paid to RCBC, the following rules of thumb laid down by Surcharges and penalties agreed to be paid by the debtor in case of defau
this Court in Eastern Shipping Lines, Inc. vs. Court of Appeals (234 SCRA 78 [1994]), shall apply, to wit: liquidated damages, covered by Section 4, Chapter 3, Title XVIII of the Civil
provides:
I. When an obligation, regardless of its source, i.e., law, contracts, quasi-contracts, delicts or quasi-
delicts is breached, the contravenor can be held liable for damages. The provisions under Title XVIII on Art. 2227. Liquidated damages, whether intended as a indemnity or
"Damages" of the Civil Code govern in determining the measure of recoverable damages. reduced if they are iniquitous and unconscionable.
II. With regard particularly to an award of interest in the concept of actual and compensatory damages, In exercising this vested power to determine what is iniquitous and uncon
the rate of interest, as well as the actual thereof, is imposed, as follows: consider the circumstances of each case. It should be stressed that the Court w
ruling that surcharges and penalties imposed by banks for non-payment of th
1. When the obligation is breached, and it consists in the payment of a sum of money, i.e., a are generally iniquitous and unconscionable. What may be iniquitous and un
loan or forbearance of money, the interest due should be that which may have been stipulated may be totally just and equitable in another. This provision of law will have to b
in writing. Furthermore, the interest due shall itself earn legal interest from the time it is judicially facts of any given case. Given the circumstance under which GOYU found its
demanded. In the absence of stipulation, the rate of interest shall be 12% per annum to be the fire, the Court rules the surcharges rates ranging anywhere from 9% to 27%
computed from default, i.e., from judicial or extrajudicial demand under and subject to the of 36%, to be definitely iniquitous and unconscionable. The Court tempers t
provisions of Article 1169 of the Civil Code. respectively. Furthermore, in the light of GOYU's offer to pay the amount of P1
March 1993 (See: Exhibit "BB"), which RCBC refused, we find it more in keep
2. When an obligation, not constituting a loan or forbearance of money, is breached, an interest for RCBC not to charge additional interest, surcharges, and penalties from tha
on the amount of damages awarded may be imposed at the discretion of the court at the rate
of 6% per annum. No interest, however, shall be adjudged on unliquidated claims or damages Given the factual milieu hereover, we rule that it was error to hold MICO liab
except when or until the demand can be established with reasonable certainty. Accordingly, or withholding the proceeds of the insurance claim to GOYU.
where the demand is established with reasonable certainty, the interest shall begin to run from
the time the claim is made judicially or extrajudicially (Art. 1169, Civil Code) but when such Firstly, by virtue of the mortgage contracts as well as the endorsements of th
certainty cannot be so reasonably established at the time the demand is made, the interest shall has the right to claim the insurance proceeds, in substitution of the prope
begin to run only from the date of the judgment of the court is made (at which time the assigned its rights, GOYU lost its standing as the beneficiary of the said insura
quantification of damages may be deemed to have been reasonably ascertained). The actual
base for the computation of legal interest shall, in any case, be on the amount finally adjudged.
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Secondly, for an insurance company to be held liable for unreasonably delaying and withholding payment WHEREFORE, the petitions are hereby GRANTED and the decision and resolu
of insurance proceeds, the delay must be wanton, oppressive, or malevolent (Zenith Insurance and April 3, 1997 in CA-G.R. CV No. 46162 are hereby REVERSED and SET ASID
Corporation vs. CA. 185 SCRA 403 [1990]). It is generally agreed, however, that an insurer may in good
faith and honesty entertain a difference of opinion as to its liability. Accordingly, the statutory penalty for 1. Dismissing the Complaint of private respondent GOYU in Civil C
vexatious refusal of an insurer to pay a claim should not be inflicted unless the evidence and Branch 3 of the Manila Trial Court for lack of merit;;
circumstances show that such refusal was willful and without reasonable cause as the facts appear to a
reasonable and prudent man (Bufallo Ins. Co. vs. Bommarito [CCA 8th] 42 F [2d] 53, 70 ALR 1211;; 2. Ordering Malayan Insurance Company, Inc. to deliver to R
Phoenix Ins. Co. vs. Clay, 101 Ga. 331, 28 SE 853, 65 Am St. Rep 307;; Kusnetsky vs. Security Ins. Co., Corporation the proceeds of the insurance policies in the amount of P
313 Mo. 143, 281 SW 47, 45 ALR 189). The case at bar does not show that MICO wantonly and in bad of adjuster Toplis & Harding (Far East), Inc., Exhibits "2" and "
faith delayed the release of the proceeds. The problem in the determination of who is the actual P50,505,594.60 (per O.R. No. 3649285);;
beneficiary of the insurance policies, aggravated by the claim of various creditors who wanted to partake
of the insurance proceeds, not to mention the importance of the endorsement to RCBC, to our mind, and 3. Ordering the Clerk of Court to release the amount of P50,505,594
as now borne out by the outcome herein, justified MICO in withholding payment to GOYU. earned to Rizal Commercial Banking Corporation;;
In adjudging RCBC liable in damages to GOYU, the Court of Appeals said that RCBC cannot avail itself of 4. Ordering Goyu & Sons, Inc. to pay its loan obligation with
two simultaneous remedies in enforcing the claim of an unpaid creditor, one for specific performance and Corporation in the principal amount of P107,246,887.90, with inter
the other for foreclosure. In doing so, said the appellate court, the second action is deemed barred, RCBC stipulated in each promissory note from January 21, 1993 until fin
having split a single cause of action (Rollo, pp. 195-199). The Court of Appeals was too accommodating surcharges at 2% and penalties at 3% from January 21, 1993 to Marc
in giving due consideration to this argument of GOYU, for the foreclosure suit is still pending appeal made by Malayan Insurance Company, Inc. and the proceeds of the
before the same Court of Appeals in CA G.R. CV No. 46247, the case having been elevated by RCBC. trial court and its earned interest. The total amount due RCBC at the
judgment shall earn interest at the legal rate of 12% in lieu of all oth
In finding that the foreclosure suit cannot prosper, the Fifteenth Division of the Court of Appeals pre- charges until fully paid.
empted the resolution of said foreclosure case which is not before it. This is plain reversible error if not
grave abuse of discretion. The petition of Rizal Commercial Banking Corporation against the respondent
is DISMISSED for being moot and academic in view of the results here
As held in Peña vs. Court of Appeals (245 SCRA 691 [1995]): Sebastian's right as attaching creditor must yield to the preferential rights of
Corporation over the Malayan insurance policies as first mortgagee.
It should have been enough, nonetheless, for the appellate court to merely set aside the
questioned ordered of the trial court for having been issued by the latter with grave abuse of SO ORDERED.
discretion. In likewise enjoining permanently herein petitioner "from entering in and interfering
with the use or occupation and enjoyment of petitioner's (now private respondent) residential Regalado, Puno, Mendoza and Martinez, JJ., concur.
house and compound," the appellate court in effect, precipitately resolved with finality the case
for injunction that was yet to be heard on the merits by the lower court. Elevated to the appellate Petitions granted, decision and resolution reversed and set aside.
court, it might be stressed, were mere incidents of the principal case still pending with the trial
court. In Municipality of Biñan, Laguna vs. Court of Appeals, 219 SCRA 69, we ruled that the
Note.—Where both parties offer a conflicting interpretation of a contract the
Court of Appeals would have "no jurisdiction in a certiorari proceeding involving an incident in a
case to rule on the merits of the main case itself which was not on appeal before it. the parties’ intention is inevitable. (China Banking Corporation vs. Court of App
(pp. 701-702.) ——o0o——
Anent the right of RCBC to intervene in Civil Case No. 1073, before the Zamboanga Regional Trial Court,
since it has been determined that RCBC has the right to the insurance proceeds, the subject matter of
intervention is rendered moot and academic. Respondent Sebastian must, however, yield to the
preferential right of RCBC over the MICO insurance policies. It is basic and fundamental that the first
mortgagee has superior rights over junior mortgagees or attaching creditors (Alpha Insurance & Surety
Co. vs. Reyes, 106 SCRA 274 [1981];; Sun Life Assurance Co. of Canada vs. Gonzales Diaz, 52 Phil. 271
[1928]).
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G.R. No. 138677. February 12, 2002.* below. In any event, the interest stipulation, on its face, does not appear as
TOLOMEO LIGUTAN and LEONIDAS DE LA LLANA, petitioners, vs. HON. COURT OF APPEALS essence or rationale for the payment of interest, quite often referred to as co
& SECURITY BANK & TRUST COMPANY, respondents. the same as that of a surcharge or a penalty. A penalty stipulation is not neces
if there is an agreement to that effect, the two being distinct concepts
Obligations and Contracts;; Penalty Clauses;; Words and Phrases;; A penalty clause, expressly recognized demanded. What may justify a court in not allowing the creditor to impose ful
by law, is an accessory undertaking to assume greater liability on the part of an obligor in case of breach despite an express stipulation therefor in a valid agreement, may not equally
of an obligation;; Although a court may not at liberty ignore the freedom of the parties to agree on such reduction of interest. Indeed, the interest prescribed in loan financing arran
terms and conditions as they see fit that contravene neither law nor morals, good customs, public order part of the banking business and the core of a bank’s existence.
or public policy, a stipulated penalty, nevertheless, may be equitably reduced by the courts if it is
iniquitous or unconscionable or if the principal obligation has been partly or irregularly complied with.— Same;; Attorney’s Fees;; Where the rate of attorney’s fees has been agreed to b
A penalty clause, expressly recognized by law, is an accessory undertaking to assume greater liability on to answer not only for litigation expenses but also for collection efforts as well,
the part of an obligor in case of breach of an obligation. It functions to strengthen the coercive force of fees is reasonable.—Petitioners next assail the award of 10% of the total amou
the obligation and to provide, in effect, for what could be the liquidated damages resulting from such a of attorney’s fees for being grossly excessive, exorbitant and unconscionable v
breach. The obligor would then be bound to pay the stipulated indemnity without the necessity of proof the extent of services rendered by counsel for the bank and the nature of the
on the existence and on the measure of damages caused by the breach. Although a court may not at the rate of attorney’s fees has been agreed to by the parties and intended to a
liberty ignore the freedom of the parties to agree on such terms and conditions as they see fit that expenses but also for collection efforts as well, the Court, like the appellate
contravene neither law nor morals, good customs, public order or public policy, a stipulated penalty, 10% attorney’s fees to be reasonable.
nevertheless, may be equitably reduced by the courts if it is iniquitous or unconscionable or if the principal
obligation has been partly or irregularly complied with. Same;; Novation;; Requisites;; In order that an obligation may be extinguished b
the same, it is imperative that it be so declared in unequivocal terms, or
Same;; Same;; The question of whether a penalty is reasonable or iniquitous can be partly subjective and obligation be on every point incompatible with each other;; When not expressed
partly objective.—The question of whether a penalty is reasonable or iniquitous can be partly subjective so as to ensure that the parties have indeed intended such novation despite
and partly objective. Its resolution would depend on such factors as, but not necessarily confined to, the categorical terms.—Extinctive novation requires, first, a previous valid obligati
type, extent and purpose of the penalty, the nature of the obligation, the mode of breach and its of all the parties to the new contract;; third, the extinguishment of the obligati
consequences, the supervening realities, the standing and relationship of the parties, and the like, the of the new one. In order that an obligation may be extinguished by another w
application of which, by and large, is addressed to the sound discretion of the court. In Rizal Commercial it is imperative that it be so declared in unequivocal terms, or that the old an
Banking Corp. vs. Court of Appeals, just an example, the Court has tempered the penalty charges after every point incompatible with each other. An obligation to pay a sum of money
taking into account the debtor’s pitiful situation and its offer to settle the entire obligation with the creditor by a new instrument which merely changes the terms of payment or addin
bank. The stipulated penalty might likewise be reduced when a partial or irregular performance is made where the old contract is merely supplemented by the new one. When not e
by the debtor. The stipulated penalty might even be deleted such as when there has been substantial required so as to ensure that the parties have indeed intended such novat
performance in good faith by the obligor, when the penalty clause itself suffers from fatal infirmity, or express it in categorical terms. The incompatibility, to be sure, should take p
when exceptional circumstances so exist as to warrant it. elements of the obligation, i.e., (1) the juridical relation or tie, such as from a m
of things, or from negotiorum gestio to agency, or from a mortgage to antich
Same;; Same;; Interests;; The essence or rationale for the payment of interest, quite often referred to as of loan;; (2) the object or principal conditions, such as a change of the nature o
cost of money, is not exactly the same as that of a surcharge or a penalty, and a penalty stipulation is subjects, such as the substitution of a debtor or the subrogation of the credito
not necessarily preclusive of interest, if there is an agreement to that effect, the two being distinct not necessarily imply that the new agreement should be complete by itself;; ce
concepts which may separately be demanded;; What may justify a court in not allowing the creditor to may be carried, expressly or by implication, over to the new obligation.
impose full surcharges and penalties, despite an express stipulation therefor in a valid agreement, may
not equally justify the non-payment or reduction of interest.—Anent the stipulated interest of 15.189% PETITION for review on certiorari of a decision of the Court of Appeals.
per annum, petitioners, for the first time, question its reasonableness and prays that the Court reduce
the amount. This contention is a fresh issue that has not been raised and ventilated before the courts
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The facts are stated in the opinion of the Court. Petitioners interposed an appeal with the Court of Appeals, questioning the re
Florimond C. Rous for petitioners. their motion to present evidence and assailing the imposition of the 2% service
Castro, Biñas, Samillano & Mangrobang for Security Bank & Trust Co. penalty charge and 10% attorney's fees. In its decision3 of 7 March 1996, th
the judgment of the trial court except on the matter of the 2% service charge w
to Central Bank Circular No. 783. Not fully satisfied with the decision of the a
VITUG, J.: filed their respective motions for reconsideration.4 Petitioners prayed for
stipulated penalty for being unconscionable. The bank, on the other hand,
Before the Court is a petition for review on certiorari under Rule 45 of the Rules of Court, assailing the interest and penalty be commenced not from the date of filing of complaint b
decision and resolutions of the Court of Appeals in CA-G.R. CV No. 34594, entitled "Security Bank and as so stipulated in the contract of the parties.
Trust Co. vs. Tolomeo Ligutan, et al."
On 28 October 1998, the Court of Appeals resolved the two motions thusly:
Petitioners Tolomeo Ligutan and Leonidas dela Llana obtained on 11 May 1981 a loan in the amount of
P120,000.00 from respondent Security Bank and Trust Company. Petitioners executed a promissory note "We find merit in plaintiff-appellee’s claim that the principal sum of P114,41
binding themselves, jointly and severally, to pay the sum borrowed with an interest of 15.189% per must commence not on the date of filing of the complaint as we have previou
annum upon maturity and to pay a penalty of 5% every month on the outstanding principal and interest on the date when the obligation became due.
in case of default. In addition, petitioners agreed to pay 10% of the total amount due by way of attorney’s
fees if the matter were indorsed to a lawyer for collection or if a suit were instituted to enforce payment. "Default generally begins from the moment the creditor demands the perfo
The obligation matured on 8 September 1981;; the bank, however, granted an extension but only up until However, demand is not necessary to render the obligor in default when th
29 December 1981. provides.
Despite several demands from the bank, petitioners failed to settle the debt which, as of 20 May 1982, "In the case at bar, defendants-appellants executed a promissory note where
amounted to P114,416.10. On 30 September 1982, the bank sent a final demand letter to petitioners obligation on its maturity date 'without necessity of demand.' They also agreed
informing them that they had five days within which to make full payment. Since petitioners still defaulted of non-payment from the date of default.
on their obligation, the bank filed on 3 November 1982, with the Regional Trial Court of Makati, Branch
143, a complaint for recovery of the due amount. "x x x x x x x x x
After petitioners had filed a joint answer to the complaint, the bank presented its evidence and, on 27 "While we maintain that defendants-appellants must be bound by the contrac
March 1985, rested its case. Petitioners, instead of introducing their own evidence, had the hearing of and signed, we take cognizance of their plea for the application of the provisi
the case reset on two consecutive occasions. In view of the absence of petitioners and their counsel on
28 August 1985, the third hearing date, the bank moved, and the trial court resolved, to consider the "Considering that defendants-appellants partially complied with their obligation
case submitted for decision. by the reduction of the original amount of P120,000.00 to P114,416.00 and in
settle their obligation, it is our view and we so hold that in the interest of
Two years later, or on 23 October 1987, petitioners filed a motion for reconsideration of the order of the penalty of 3% per month or 36% per annum would suffice.
trial court declaring them as having waived their right to present evidence and prayed that they be allowed
to prove their case. The court a quo denied the motion in an order, dated 5 September 1988, and on 20 "x x x x x x x x x
October 1989, it rendered its decision,1 the dispositive portion of which read:
"WHEREFORE, the decision sought to be reconsidered is hereby MODIFIED.
"WHEREFORE, judgment is hereby rendered in favor of the plaintiff and against the defendants, ordering Tolomeo Ligutan and Leonidas dela Llana are hereby ordered to pay the plain
the latter to pay, jointly and severally, to the plaintiff, as follows: and Trust Company the following:
"1. The sum of P114,416.00 with interest thereon at the rate of 15.189% per annum, 2% service "1. The sum of P114,416.00 with interest thereon at the rate of 15
charge and 5% per month penalty charge, commencing on 20 May 1982 until fully paid;; per month penalty charge commencing May 20, 1982 until fully paid
"2. To pay the further sum equivalent to 10% of the total amount of indebtedness for and as "2. The sum equivalent to 10% of the total amount of the indebted
attorney’s fees;; and fees."5
"3. To pay the costs of the suit."2
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On 16 November 1998, petitioners filed an omnibus motion for reconsideration and to admit newly nevertheless, may be equitably reduced by the courts if it is iniquitous or uncon
discovered evidence,6 alleging that while the case was pending before the trial court, petitioner Tolomeo obligation has been partly or irregularly complied with.13
Ligutan and his wife Bienvenida Ligutan executed a real estate mortgage on 18 January 1984 to secure
the existing indebtedness of petitioners Ligutan and dela Llana with the bank. Petitioners contended that The question of whether a penalty is reasonable or iniquitous can be partly sub
the execution of the real estate mortgage had the effect of novating the contract between them and the Its resolution would depend on such factors as, but not necessarily confine
bank. Petitioners further averred that the mortgage was extrajudicially foreclosed on 26 August 1986, purpose of the penalty, the nature of the obligation, the mode of breach
that they were not informed about it, and the bank did not credit them with the proceeds of the sale. The supervening realities, the standing and relationship of the parties, and the lik
appellate court denied the omnibus motion for reconsideration and to admit newly discovered evidence, by and large, is addressed to the sound discretion of the court. In Rizal Com
ratiocinating that such a second motion for reconsideration cannot be entertained under Section 2, Rule Court of Appeals,14 just an example, the Court has tempered the penalty charg
52, of the 1997 Rules of Civil Procedure. Furthermore, the appellate court said, the newly-discovered the debtor’s pitiful situation and its offer to settle the entire obligation w
evidence being invoked by petitioners had actually been known to them when the case was brought on stipulated penalty might likewise be reduced when a partial or irregular pe
appeal and when the first motion for reconsideration was filed.7 debtor.15 The stipulated penalty might even be deleted such as when th
performance in good faith by the obligor,16 when the penalty clause itself suf
Aggrieved by the decision and resolutions of the Court of Appeals, petitioners elevated their case to this when exceptional circumstances so exist as to warrant it.17
Court on 9 July 1999 via a petition for review on certiorari under Rule 45 of the Rules of Court, submitting
thusly - The Court of Appeals, exercising its good judgment in the instant case, has re
from 5% a month to 3% a month which petitioner still disputes. Given the circ
"I. The respondent Court of Appeals seriously erred in not holding that the 15.189% interest the repeated acts of breach by petitioners of their contractual obligation, the C
and the penalty of three (3%) percent per month or thirty-six (36%) percent per annum imposed to modify the ruling of the appellate court..
by private respondent bank on petitioners’ loan obligation are still manifestly exorbitant,
iniquitous and unconscionable. Anent the stipulated interest of 15.189% per annum, petitioners, for th
reasonableness and prays that the Court reduce the amount. This contention i
"II. The respondent Court of Appeals gravely erred in not reducing to a reasonable level the ten been raised and ventilated before the courts below. In any event, the inter
(10%) percent award of attorney’s fees which is highly and grossly excessive, unreasonable and does not appear as being that excessive. The essence or rationale for the paym
unconscionable. referred to as cost of money, is not exactly the same as that of a surchar
stipulation is not necessarily preclusive of interest, if there is an agreement to
"III. The respondent Court of Appeals gravely erred in not admitting petitioners’ newly distinct concepts which may separately be demanded.18 What may justify a
discovered evidence which could not have been timely produced during the trial of this case. creditor to impose full surcharges and penalties, despite an express stipu
agreement, may not equally justify the non-payment or reduction of inte
"IV. The respondent Court of Appeals seriously erred in not holding that there was a novation prescribed in loan financing arrangements is a fundamental part of the bankin
of the cause of action of private respondent’s complaint in the instant case due to the subsequent a bank's existence.19
execution of the real estate mortgage during the pendency of this case and the subsequent
foreclosure of the mortgage."8 Petitioners next assail the award of 10% of the total amount of indebtedness
for being grossly excessive, exorbitant and unconscionable vis-a-vis the tim
Respondent bank, which did not take an appeal, would, however, have it that the penalty sought to be services rendered by counsel for the bank and the nature of the case. Bearin
deleted by petitioners was even insufficient to fully cover and compensate for the cost of money brought attorney’s fees has been agreed to by the parties and intended to answer not
about by the radical devaluation and decrease in the purchasing power of the peso, particularly vis-a- but also for collection efforts as well, the Court, like the appellate court,
vis the U.S. dollar, taking into account the time frame of its occurrence. The Bank would stress that only attorney’s fees to be reasonable.
the amount of P5,584.00 had been remitted out of the entire loan of P120,000.00.9
Neither can the appellate court be held to have erred in rejecting petitioner
A penalty clause, expressly recognized by law,10 is an accessory undertaking to assume greater liability admit newly discovered evidence. As the appellate court so held in its resolut
on the part of an obligor in case of breach of an obligation. It functions to strengthen the coercive force
of the obligation11 and to provide, in effect, for what could be the liquidated damages resulting from such "Under Section 2, Rule 52 of the 1997 Rules of Civil Procedur
a breach. The obligor would then be bound to pay the stipulated indemnity without the necessity of proof reconsideration of a judgment or final resolution by the same p
on the existence and on the measure of damages caused by the breach.12 Although a court may not at Considering that the instant motion is already a second motion for
liberty ignore the freedom of the parties to agree on such terms and conditions as they see fit that must therefore be denied.
contravene neither law nor morals, good customs, public order or public policy, a stipulated penalty,
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"Furthermore, it would appear from the records available to this court that the newly-discovered Notes.—There can be no novation unless two distinct and successive binding
evidence being invoked by defendants-appellants have actually been existent when the case the later one designed to replace the preceding convention. Modifications in
was brought on appeal to this court as well as when the first motion for reconsideration was becomes obligatory can in no sense constitute novation in law. (Montelibano v
filed. Hence, it is quite surprising why defendants-appellants raised the alleged newly-discovered
5 SCRA 36 [1962])
evidence only at this stage when they could have done so in the earlier pleadings filed before
this court.
Novation is never presumed—it must be proven as a fact either by express s
"The propriety or acceptability of such a second motion for reconsideration is not contingent by implication derived from an irreconcilable incompatibility between old and n
upon the averment of 'new' grounds to assail the judgment, i.e., grounds other than those (Uraca vs. Court of Appeals, 278 SCRA 702 [1997])
theretofore presented and rejected. Otherwise, attainment of finality of a judgment might be
stayed off indefinitely, depending on the party’s ingenuousness or cleverness in conceiving and There is no novation where the obligation to pay a sum of money remained a
formulating 'additional flaws' or 'newly discovered errors' therein, or thinking up some injury or
served as security for the loans covered by the promissory notes. (Developm
prejudice to the rights of the movant for reconsideration."20
vs. Court of Appeals, 284 SCRA 14 [1998])
At any rate, the subsequent execution of the real estate mortgage as security for the existing loan would
not have resulted in the extinguishment of the original contract of loan because of novation. Petitioners ——o0o——
acknowledge that the real estate mortgage contract does not contain any express stipulation by the
parties intending it to supersede the existing loan agreement between the petitioners and the
bank.21 Respondent bank has correctly postulated that the mortgage is but an accessory contract to
secure the loan in the promissory note.
Extinctive novation requires, first, a previous valid obligation;; second, the agreement of all the parties to
the new contract;; third, the extinguishment of the obligation;; and fourth, the validity of the new one.22 In
order that an obligation may be extinguished by another which substitutes the same, it is imperative that
it be so declared in unequivocal terms, or that the old and the new obligation be on every point
incompatible with each other.23 An obligation to pay a sum of money is not extinctively novated by a new
instrument which merely changes the terms of payment or adding compatible covenants or where the
old contract is merely supplemented by the new one.24 When not expressed, incompatibility is required
so as to ensure that the parties have indeed intended such novation despite their failure to express it in
categorical terms. The incompatibility, to be sure, should take place in any of the essential elements of
the obligation, i.e., (1) the juridical relation or tie, such as from a mere commodatum to lease of things,
or from negotiorum gestio to agency, or from a mortgage to antichresis,25 or from a sale to one of
loan;;26 (2) the object or principal conditions, such as a change of the nature of the prestation;; or (3) the
subjects, such as the substitution of a debtor27 or the subrogation of the creditor. Extinctive novation
does not necessarily imply that the new agreement should be complete by itself;; certain terms and
conditions may be carried, expressly or by implication, over to the new obligation.
WHEREFORE, the petition is DENIED.
SO ORDERED.
Melo, (Chairman), Panganiban, Sandoval-Gutierrez, and Carpio, JJ., concur.
Petition denied.
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G.R. No. 73345. April 7, 1993.* The facts as found by the Appellate Court are as follows:
SOCIAL SECURITY SYSTEM, petitioner, vs. MOONWALK DEVELOPMENT & HOUSING
CORPORATION, ROSITA U. ALBERTO, ROSITA U. ALBERTO, JMA HOUSE, INC., MILAGROS "On February 20, 1980, the Social Security System, SSS for brevity, filed a com
Instance of Rizal against Moonwalk Development & Housing Corporation, M
SANCHEZ SANTIAGO, in her capacity as Register of Deeds for the Province of Cavite, ARTURO
that the former had committed an error in failing to compute the 12% interes
SOLITO, in his capacity as Register of Deeds for Metro Manila District IV, Makati, Metro on the loan of Moonwalk — resulting in a chain of errors in the application of pa
Manila and the INTERMEDIATE APPELLATE COURT, respondents. and, in an unpaid balance on the principal loan agreement in the amount of
reflecting in its statement or account an unpaid balance on the said penaltie
Contracts;; Penal Clause;; Function.—A penal clause is an accessory undertaking to assume greater liability the amount of P7,517,178.21 as of October 10, 1979.
in case of breach. It has a double function: (1) to provide for liquidated damages, and (2) to strengthen
the coercive force of the obligation by the threat of greater responsibility in the event of breach. From Moonwalk answered denying SSS' claims and asserting that SSS had the op
truth but failed to do so.
the foregoing, it is clear that a penal clause is intended to prevent the obligor from defaulting in the
performance of his obligation. Thus, if there should be default, the penalty may be enforced. The trial court set the case for pre-trial at which pre-trial conference, the co
both parties thirty (30) days within which to submit a stipulation of facts.
Obligations;; Requisites in order that debtor may be in default;; Necessity of demand.—To be in default “x
x x is different from mere delay in the grammatical sense, because it involves the beginning of a special The Order of October 6, 1980 dismissing the complaint followed the sub
condition or status which has its own peculiar effects or results.” In order that the debtor may be in September 19, 1980 of the following stipulation of Facts:
default it is necessary that the following requisites be present: (1) that the obligation be demandable and
"1. On October 6, 1971, plaintiff approved the application of defendant Moon
already liquidated;; (2) that the debtor delays performance;; and (3) that the creditor requires the
the amount of THIRTY MILLION PESOS (P30,000,000.00) for the purpose of d
performance judicially and extrajudicially. Default generally begins from the moment the creditor a housing project in the provinces of Rizal and Cavite;;
demands the performance of the obligation. Nowhere in this case did it appear that SSS demanded from
Moonwalk the payment of its monthly amortizations. Neither did it show that petitioner demanded the "2. Out of the approved loan of THIRTY MILLION PESOS (P30,000,000.00),
payment of the stipulated penalty upon the failure of Moonwalk to meet its monthly amortization. What was released to defendant Moonwalk as of November 28, 1973;;
the complaint itself showed was that SSS tried to enforce the obligation sometime in September, 1977
"3. A third Amended Deed of First Mortgage was executed on December 18,
by foreclosing the real estate mortgages executed by Moonwalk in favor of SSS. But this foreclosure did
for restructuring of the payment of the released amount of P9,595,000.00.
not push through upon Moonwalk’s requests and promises to pay in full. The next demand for payment
happened on October 1, 1979 when SSS issued a Statement of Account to Moonwalk And in accordance "4. Defendants Rosita U. Alberto and Rosita U. Alberto, mother and dau
with said statement, Moonwalk paid its loan in full. What is clear, therefore, is that Moonwalk was never paragraph 5 of the aforesaid Third Amended Deed of First Mortgage substitut
in default because SSS never compelled performance. and Surveys Corporation, Philippine Model Homes Development Corporation
Eusebio T. Ramos, as solidary obligors;;
PETITION for review on certiorari of the decision of the then Intermediate Appellate Court.
"5. On July 23, 1974, after considering additional releases in the amount o
defendant Moonwalk, defendant Moonwalk delivered to the plaintiff a pro
The facts are stated in the opinion of the Court. MILLION TWO HUNDRED FIFTY FOUR THOUSAND SEVEN HUNDRED PESOS (P
The Solicitor General for petitioner. signed by Eusebio T. Ramos, and the said Rosita U. Alberto and Rosita U. Alb
K.V. Faylona & Associates for private respondents.
"6. Moonwalk made a total payment of P23,657,901.84 to SSS for the loan p
CAMPOS, JR., J.: released to it. The last payment made by Moonwalk in the amount of P15,004
Statement of Account, Annex "F" prepared by plaintiff SSS for defendant;;
Before Us is a petition for review on certiorari of decision 1 of the then Intermediate Appellate Court
"7. After settlement of the account stated in Annex 'F' plaintiff issued to defend
affirming in toto the decision of the former Court of First Instance of Rizal, Seventh Judicial District,
of Mortgage for Moonwalk's mortgaged properties in Cavite and Rizal, Annexe
Branch XXIX, Pasay City.
1979 and October 11, 1979 respectively.
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"8. In letters to defendant Moonwalk, dated November 28, 1979 and followed up by another letter dated to pay on time the amortization. What is sought to be enforced therefore
December 17, 1979, plaintiff alleged that it committed an honest mistake in releasing defendant. contract entered into between the parties.
"9. In a letter dated December 21, 1979, defendant's counsel told plaintiff that it had completely paid its Now, what is a penal clause. A penal clause has been defined as
obligations to SSS;;
"an accessory obligation which the parties attach to a principal obligation for
"10. The genuineness and due execution of the documents marked as Annex (sic) 'A' to 'O' inclusive, of performance thereof by imposing on the debtor a special presentation (g
the Complaint and the letter dated December 21, 1979 of the defendant's counsel to the plaintiff are payment of a sum of money) in case the obligation is not fulfilled or is irregular
admitted. (3 Castan 8th Ed. p. 118).
"Manila for Pasay City, September 2, 1980." 2 Now an accessory obligation has been defined as that attached to a princ
complete the same or take its place in the case of breach (4 Puig Peña Part 1
On October 6, 1990, the trial court issued an order dismissing the complaint on the ground that the an accessory obligation is dependent for its existence on the existence of a prin
obligation was already extinguished by the payment by Moonwalk of its indebtedness to SSS and by the obligation may exist without an accessory obligation but an accessory obliga
latter's act of cancelling the real estate mortgages executed in its favor by defendant Moonwalk. The principal obligation. For example, the contract of mortgage is an accessory
Motion for Reconsideration filed by SSS with the trial court was likewise dismissed by the latter. performance of the main obligation of indebtedness. An indebtedness can exis
a mortgage cannot exist without the indebtedness, which is the principal oblig
These orders were appealed to the Intermediate Appellate Court. Respondent Court reduced the errors the principal obligation is the loan between the parties. The accessory obliga
assigned by the SSS into this issue: ". . . are defendants-appellees, namely, Moonwalk Development and enforce the main obligation of payment of the loan. If therefore the principa
Housing Corporation, Rosita U. Alberto, Rosita U. Alberto, JMA House, Inc. still liable for the unpaid the penalty being accessory cannot exist.
penalties as claimed by plaintiff-appellant or is their obligation extinguished?" 3 As We have stated earlier,
the respondent Court held that Moonwalk's obligation was extinguished and affirmed the trial court. Now then when is the penalty demandable? A penalty is demandable in case
performance of the main obligation. In other words in order that the penalty
Hence, this Petition wherein SSS raises the following grounds for review: breach of the obligation either by total or partial non fulfillment or there is non
which is called mora or delay. The debtor therefore violates the obligation in p
"First, in concluding that the penalties due from Moonwalk are "deemed waived and/or barred," the or delay. Now, there is no mora or delay unless there is a demand. It is note
appellate court disregarded the basic tenet that waiver of a right must be express, made in a clear and case during all the period when the principal obligation was still subsisting
unequivocal manner. There is no evidence in the case at bar to show that SSS made a clear, positive amortizations there was no demand made by the creditor, plaintiff-appella
waiver of the penalties, made with full knowledge of the circumstances. penalty. Therefore up to the time of the letter of plaintiff-appellant there was n
of the penalty, hence the debtor was no in mora in the payment of the penalt
Second, it misconstrued the ruling that SSS funds are trust funds, and SSS, being a mere trustee, cannot
perform acts affecting the same, including condonation of penalties, that would diminish property rights However, on October 1, 1979, plaintiff-appellant issued its statement of accou
of the owners and beneficiaries thereof. (United Christian Missionary Society v. Social Security total obligation of Moonwalk as P15,004,905.74, and forthwith demanded
Commission, 30 SCRA 982, 988 [1969]). appellee. Because of the demand for payment, Moonwalk made several pa
October 9 and 19, 1979 respectively, all in all totalling P15,004,905.74 which w
Third, it ignored the fact that penalty at the rate of 12% p.a. is not inequitable. its obligation as stated in Exhibit F. Because of this payment the obligation of
extinguished, and pursuant to said extinguishment, the real estate mortgage
Fourth, it ignored the principle that equity will cancel a release on the ground of mistake of fact." 4 released on October 9, 1979 and October 10, 1979 (Exhibits G and H). For
principal obligation of defendant-appellee was deemed extinguished as well
The same problem which confronted the respondent court is presented before Us: Is the penalty of real estate mortgage;; and that is the reason for the release of all the Real Es
demandable even after the extinguishment of the principal obligation? 9 and 10, 1979 respectively.
The former Intermediate Appellate Court, through Justice Eduard P. Caguioa, held in the negative. It Now, besides the Real Estate Mortgages, the penal clause which is also an acc
reasoned, thus: be deemed extinguished considering that the principal obligation was consid
penal clause being an accessory obligation. That being the case, the demand
"2. As we have explained under No. 1, contrary to what the plaintiff-appellant states in its Brief, what is clause made by plaintiff-appellant in its demand letter dated November 28, 1
sought to be recovered in this case is not the 12% interest on the loan but the 12% penalty for failure dated December 17, 1979 (which parenthetically are the only demands for pa
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therefore ineffective as there was nothing to demand. It would be otherwise, if the demand for the damages shall be paid if the obligor refuses to pay the penalty or is guilty o
payment of the penalty was made prior to the extinguishment of the obligation because then the the obligation.
obligation of Moonwalk would consist of: 1) the principal obligation 2) the interest of 12% on the principal
obligation and 3) the penalty of 12% for late payment for after demand, Moonwalk would be in mora and The penalty may be enforced only when it is demandable in accordance with t
therefore liable for the penalty. (Emphasis Ours.)
Let it be emphasized that at the time of the demand made in the letters of November 28, 1979 and A penal clause is an accessory undertaking to assume greater liability in case o
December 17, 1979 as far as the penalty is concerned, the defendant-appellee was not in default since function: (1) to provide for liquidated damages, and (2) to strengthen the coe
there was no mora prior to the demand. That being the case, therefore, the demand made after the by the threat of greater responsibility in the event of breach. 7 From the foreg
extinguishment of the principal obligation which carried with it the extinguishment of the penal clause clause is intended to prevent the obligor from defaulting in the performance
being merely an accessory obligation, was an exercise in futility. there should be default, the penalty may be enforced. One commentator of th
3. At the time of the payment made of the full obligation on October 10, 1979 together with the 12% "Now when is the penalty deemed demandable in accordance with the provis
interest by defendant-appellee Moonwalk, its obligation was extinguished. It being extinguished, there must make a distinction between a positive and a negative obligation. With r
was no more need for the penal clause. Now, it is to be noted that penalty at anytime can be modified are positive (to give and to do), the penalty is demandable when the deb
by the Court. Even substantial performance under Art. 1234 authorizes the Court to consider it as necessity of demand by the debtor unless the same is excused . . ." 8
complete performance minus damages. Now, Art, 1229 Civil Code of the Philippines provides:
When does delay arise? Under the Civil Code, delay begins from the tim
"ART. 1229. The judge shall equitably reduce the penalty when the principal obligation has been partly extrajudicially demands from the obligor the performance of the obligation.
or irregularly complied with by the debtor. Even if there has been no performance, the penalty may also
be reduced by the courts if it is iniquitous or unconscionable." "Art. 1169. Those obliged to deliver or to do something incur in delay from the
or extrajudicially demands from them the fulfillment of their obligation."
If the penalty can be reduced after the principal obligation has been partly or irregularly complied with
by the debtor, which is nonetheless a breach of the obligation, with more reason the penal clause is not There are only three instances when demand is not necessary to render the o
demandable when full obligation has been complied with since in that case there is no breach of the the following:
obligation. In the present case, there has been as yet no demand for payment of the penalty at the time
of the extinguishment of the obligation, hence there was likewise an extinguishment of the penalty. "(1) When the obligation or the law expressly so declares;;
Let Us emphasize that the obligation of defendant-appellee was fully complied with by the debtor, that (2) When from the nature and the circumstances of the obligation it appears
is, the amount loaned together with the 12% interest has been fully paid by the appellee. That being so, time when the thing is to be delivered or the service is to be rendered was a
there is no basis for demanding the penal clause since the obligation has been extinguished. Here there establishment of the contract;; or
has been a waiver of the penal clause as it was not demanded before the full obligation was fully paid
and extinguished. Again, emphasis must be made on the fact that plaintiff-appellant has not lost anything (3) When the demand would be useless, as when the obligor has rendere
under the contract since in got back in full the amount loan (sic) as well as the interest thereof. The same perform." 9
thing would have happened if the obligation was paid on time, for then the penal clause, under the terms
of the contract would not apply. Payment of the penalty does not mean gain or loss of plaintiff-appellant This case does not fall within any of the established exceptions. Hence, d
since it is merely for the purpose of enforcing the performance of the main obligation has been fully promissory note that "(a)ll amortization payments shall be made every first fi
complied with and extinguished, the penal clause has lost its raison d' entre." 5 month until the principal and interest on the loan or any portion thereof actu
paid," 10 petitioner is not excused from making a demand. It has been esta
We find no reason to depart from the appellate court's decision. We, however, advance the following payment of the full obligation, private respondent Moonwalk has long been
reasons for the denial of this petition. monthly arrears and in paying the full amount of the loan itself as the obliga
January, 1977. But mere delinquency in payment does not necessarily mean
Article 1226 of the Civil Code provides: To be in default ". . . is different from mere delay in the grammatical sens
beginning of a special condition or status which has its own peculiar effects o
"Art. 1226. In obligations with a penal clause, he penalty shall substitute the indemnity for damages and the debtor may be in default it is necessary that the following requisites be pre
the payment of interests in case of noncompliance, if there is no stipulation to the contrary. Nevertheless, be demandable and already liquidated;; (2) that the debtor delays performanc
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requires the performance judicially and extrajudicially. 12 Default generally begins from the moment the The case at bar does not refer to any penalty provided for by law nor does it
creditor demands the performance of the obligation. 13 of premium. The case at bar refers to a contract of loan entered into betwe
Moonwalk Development and Housing Corporation. Note, therefore, that no pr
Nowhere in this case did it appear that SSS demanded from Moonwalk the payment of its monthly this case, nor is there any penalty imposed by law nor a case about non-remit
amortizations. Neither did it show that petitioner demanded the payment of the stipulated penalty upon by law. The present case refers to a contract of loan payable in installments n
the failure of Moonwalk to meet its monthly amortization. What the complaint itself showed was that SSS by agreement of the parties. Therefore, the ratio decidendi of the case of U
tried to enforce the obligation sometime in September, 1977 by foreclosing the real estate mortgages Society vs. Social Security Commission which plaintiff-appellant relies is not app
executed by Moonwalk in favor of SSS. But this foreclosure did not push through upon Moonwalk's the Social Security Commission, which is a creature of the Social Security Act ca
requests and promises to pay in full. The next demand for payment happened on October 1, 1979 when provision of law providing for the payment of premiums and for penalties for
SSS issued a Statement of Account to Moonwalk. And in accordance with said statement, Moonwalk paid the Social Security Act is in the premiums because these are the funds from w
its loan in full. What is clear, therefore, is that Moonwalk was never in default because SSS never gets the money for its purposes and the non-remittance of the premiums is
compelled performance. Though it tried to foreclose the mortgages, SSS itself desisted from doing so Security Commission but by law.
upon the entreaties of Moonwalk. If the Statement of Account could properly be considered as demand
for payment, the demand was complied with on time. Hence, no delay occurred and there was, therefore, xxx xxx xxx
no occasion when the penalty became demandable and enforceable. Since there was no default in the
performance of the main obligation — payment of the loan — SSS was never entitled to recover any It is admitted that when a government created corporation enters into a c
penalty, not at the time it made the Statement of Account and certainly, not after the extinguishment of concerning a loan, it descends to the level of a private person. Hence, the rule
the principal obligation because then, all the more that SSS had no reason to ask for the penalties. Thus, private parties are applicable to it. The argument therefore that the Social S
there could never be any occasion for waiver or even mistake in the application for payment because waive or condone the penalties which was applied in the United Christian Missi
there was nothing for SSS to waive as its right to enforce the penalty did not arise. in this case. First, because what was not paid were installments on a loan but
to be paid by the parties covered by the Social Security Act. Secondly, what is
SSS, however, in buttressing its claim that it never waived the penalties, argued that the funds it held waived are penalties not imposed by law for failure to remit premiums require
were trust funds and as trustee, the petitioner could not perform acts affecting the funds that would non payment provided for by the agreement of the parties in the contract bet
diminish property rights of the owners and beneficiaries thereof. To support its claim, SSS cited the case
of United Christian Missionary Society v. Social Security Commission. 14 WHEREFORE, in view of the foregoing, the petition is DISMISSED and the
court is AFFIRMED. LLpr
We looked into the case and found out that it is not applicable to the present case as it dealt not with the
right of the SSS to collect penalties which were provided for in contracts which it entered into but with SO ORDERED.
its right to collect premiums and its duty to collect the penalty for delayed payment or non-payment of
premiums. The Supreme Court, in that case, stated: Narvasa, C .J ., Padilla, Regalado and Nocon, JJ ., concur.
"No discretion or alternative is granted respondent Commission in the enforcement of the law's mandate Petition dismissed. Decision affirmed.
that the employer who fails to comply with his legal obligation to remit the premiums to the System within
the prescribed period shall pay a penalty of three (3%) per month. The prescribed penalty is evidently of
Note.—Default generally begins from the moment the creditor demands the pe
a punitive character, provided by the legislature to assure that employers do not take lightly the State's
exercise of the police power in the implementation of the Republic's declared policy "to develop, establish without such demand, the effect of default will not arise (Rose Packing Co.,
gradually and perfect a social security system which shall be suitable to the needs of the people 167 SCRA 309).
throughout the Philippines and (to) provide protection to employers against the hazards of disability,
sickness, old age and death . . ." ——o0o——
Thus, We agree with the decision of the respondent court on the matter which We quote, to wit:
"Note that the above case refers to the condonation of the penalty for the non remittance of the premium
which is provided for by Section 22(a) of the Social Security Act . . . In other words, what was sought to
be condoned was the penalty provided for by law for non remittance of premium for coverage under the
Social Security Act.
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G.R. No. 190512. June 20, 2018.* the duration of its possession from the termination of the lease until he vaca
D.M. RAGASA ENTERPRISES, INC., petitioner, vs. BANCO DE ORO, INC. (formerly Equitable in effect the ruling of the Court in Manila Bay Club Corp. when it affirmed the a
PCI Bank, Inc.), respondent. equivalent to P250,000.00, which was the valuation of the trial court as affirm
Civil Law;; Obligations;; Obligations arising from contracts have the force of law between the contracting Same;; Obligations;; Penal Clauses;; A penal clause is an accessory obligation w
parties and should be complied with in good faith.—At the outset, it is well to remember that a contract principal obligation for the purpose of insuring the performance thereof by
is the law between the parties. Obligations arising from contracts have the force of law between the special prestation (generally consisting in the payment of a sum of money) in
contracting parties and should be complied with in good faith. The parties are allowed by law to enter fulfilled or is irregularly or inadequately fulfilled.—A penal clause is an acce
into stipulations, clauses, terms and conditions they may deem convenient which bind the parties as long parties attach to a principal obligation for the purpose of insuring the perform
as they are not contrary to law, morals, good customs, public order or public policy. on the debtor a special prestation (generally consisting in the payment of a
obligation is not fulfilled or is irregularly or inadequately fulfilled. Quite comm
Same;; Lease;; Rescission;; Termination of Lease;; Damages;; Generally, if the lessor or lessee should not clause functions to strengthen the coercive force of the obligation and to p
comply with their obligations, the aggrieved party may ask for either the rescission of the contract and would be the liquidated damages resulting from a breach. A penal clause has
indemnification for damages, or only the latter, allowing the contract to remain in force.—Article 1170 of coercive purpose or one of guarantee — this is to urge the debtor to the fulfillm
the Civil Code mandates that those who, in the performance of their obligations, are guilty of fraud, under pain of paying the penalty;; (2) to serve as liquidated damages — this is
negligence, or delay, and those who, in any manner, contravene the tenor thereof, are liable for damages. damages that may be occasioned by the noncompliance of the obligation;; and
Thus, having contravened the tenor of the Lease Contract regarding its term or period, the bank should — this is to punish the debtor for nonfulfillment of the main obligation. While
be liable for damages. However, how much in damages should the bank be liable? Generally, if the lessor present, the second purpose is presumed and the third purpose must be expr
or the lessee should not comply with their obligations, the aggrieved party may ask for either the
rescission of the contract and indemnification for damages, or only the latter, allowing the contract to Same;; Same;; Same;; The penal clause may be considered either a reparation,
remain in force. for damages, on one hand, or as a punishment in case of breach of the
Evidently, the penal clause may be considered either reparation, compensation
Same;; Same;; Same;; Same;; Same;; To force either party to continue with a contract that is automatically on one hand, or as a punishment in case of breach of the obligation, on the
terminated in case of its breach by either party (pursuant to its express provision) is not in furtherance reparation or compensation, the question as to the appropriate amount of dam
of or sanctioned by the contract.—Pursuant to the automatic termination clause of the Lease Contract, for all because the stipulated indemnity represents a legitimate estimate made
which is in furtherance of the autonomy characteristic of contracts, the Lease Contract was terminated of the damages caused by the nonfulfillment or breach of the obligation. P
upon its unauthorized pre-termination by the bank on June 30, 2001. Ragasa is, thus, precluded from consequently, not necessary in order that the stipulated penalty may be dema
availing of the second option which is to claim damages by reason of the breach and allow the lease to a punishment, the question of damages is not yet resolved inasmuch as the
remain in force. With the lease having been automatically resolved or terminated by agreement of the the penalty, still subsists. Thus, if the injured party desires to recover the da
parties, Ragasa is entitled only to indemnification for damages. To force either party to continue with a him in addition to the penalty, he must prove such damages.
contract that is automatically terminated in case of its breach by either party (pursuant to its express
provision) is not in furtherance of or sanctioned by the contract. Rather, it is a contravention thereof and Same;; Damages;; Liquidated Damages;; Liquidated damages are those agree
it negates the autonomy characteristic of contracts. contract, to be paid in case of breach thereof.—Penal clause may be classi
source: (a) legal (when it is provided by law) and (b) conventional (when it is
Same;; Same;; Same;; Same;; Rentals;; Damages;; Entitlement to rentals after the termination of the lease of the parties);; (2) according to demandability: (a) subsidiary (when only the
pursuant to an automatic rescission or termination clause is possible in the case where the lessor invokes and (b) complementary (when both the principal obligation and the penalty
the clause and the lessee refuses to vacate the leased premises. The lessee will be liable for damages according to purpose: (a) cumulative (when damages may be collected in a
equivalent to the rentals for the duration of its possession from the termination of the lease until he reparatory (when the penalty substitutes indemnity for damages). Item 8(m)
vacates the premises.—Entitlement to rentals after the termination of the lease pursuant to an automatic accessory obligation or prestation to the principal obligation of lease. It spec
rescission or termination clause is possible in the case where the lessor invokes the clause and the lessee of liquidated damages — the full deposit — to be awarded to the injured par
refuses to vacate the leased premises. The lessee will be liable for damages equivalent to the rentals for Term or period of the principal obligation. Hence, as to source, it is conventio
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damages are those agreed upon by the parties to a contract, to be paid in case of breach thereof. The the requisites for the demandability of the penal clause are present in this ca
amount of the liquidated damages is purely contractual between the parties;; and the courts will intervene total nonfulfillment of the obligation or the defective fulfillment is chargeable
only to equitably reduce the liquidated damages, whether intended as an indemnity or a penalty, if they and (2) that the penalty may be enforced in accordance with the provision
are iniquitous or unconscionable, pursuant to Articles 2227 and 1229 of the Civil Code. requisite, the penalty is demandable when the debtor is in mora in regard to o
(to give and to do) where demand may be necessary unless it is excused;; a
Same;; Same;; Actual Damages;; Penal Clauses;; Proof of actual damages suffered by the creditor is not obligations, when an act is done contrary to that which is prohibited.
necessary in order that the penalty may be demanded.—Proof of actual damages suffered by the creditor
is not necessary in order that the penalty may be demanded. Item 8(m) seeks to insure or guarantee the Same;; Diligence of Good Father of the Family;; Article 2203 of the Civil Code
completion of the lease period since its noncompliance shall be met with a penalty. The degree of the suffering loss or injury must exercise the diligence of a good father of a famil
coercive effect or impact of the penalty to insure or guarantee the performance of the principal obligation resulting from the act or omission.”—Article 2203 of the Civil Code provides
depends largely on the stipulated amount of the liquidated damages. If the amount is substantial, then loss or injury must exercise the diligence of a good father of a family to minim
the compulsion to perform may be greater. The obligor may not, however, be willing to accept a very from the act or omission.’’ Ragasa likewise failed in this respect.
stiff penalty. As expressed earlier, the amount is purely discretionary on the parties provided that it will
pass the test of unconscionability or excessiveness. Since the herein parties have agreed on a specific PETITION for review on certiorari of the decision and resolution of the Court of
amount of penalty, P367,821.00 or the full deposit, the Court will not even second guess whether it is Division and Former Special Thirteenth Division.
substantial enough to insure the compliance of the lease period. The Court will simply rule that it is
reasonable. The facts are stated in the opinion of the Court.
Tomas Carmelo T. Araneta for petitioner.
Same;; Penal Clauses;; From the first paragraph of Article 1226, it is evident that, as a rule, the penalty is BDO Unibank, Inc. Legal Services Group for respondent.
fixed by the contracting parties as a compensation or substitute for damages in case of breach of the
obligation;; and it is, therefore, clear that the penalty in its compensatory aspect is the general rule, while CAGUIOA, J.:
the penalty in its strictly penal aspect is the exception.—From the first paragraph of Article 1226, it is
evident that, as a rule, the penalty is fixed by the contracting parties as a compensation or substitute for Before the Court is a Petition for Review[1] on Certiorari (Petition) under Rul
damages in case of breach of the obligation;; and it is, therefore, clear that the penalty in its compensatory (Rules) filed by petitioner D.M. Ragasa Enterprises, Inc., (Ragasa) against
aspect is the general rule, while the penalty in its strictly penal aspect is the exception. Inc.,[2] formerly Equitable PCI Bank, Inc. (bank), assailing the Decision[
(questioned Decision) and Resolution[4] dated November 25, 2009, both of
Special Thirteenth (13th) Division and Former Special Thirteenth Division, re
Same;; Same;; Obligations;; Contracts;; It is clear from paragraph 1 of Article 1226 that when an obligation No. 88322.
or a contract contains a penal clause, the penalty shall substitute the indemnity for damages and the
payment of interests in case of noncompliance with or breach of the principal obligation.—It is also clear The CA reversed and set aside the rulings in favor of Ragasa of the Regional T
from paragraph 1 of Article 1226 that when an obligation or a contract contains a penal clause, the City, Branch 216, in its Decision dated April 4, 2006[5] and Order dated Octob
penalty shall substitute the indemnity for damages and the payment of interests in case of noncompliance corresponding Motion for Reconsideration) in Civil Case No. Q-02-46341.
with or breach of the principal obligation. This general rule, however, admits three exceptions, namely:
The Facts
(1) when there is a stipulation to the contrary;; (2) when the obligor or debtor is sued for refusal to pay
the agreed penalty;; and (3) when the obligor or debtor is guilty of fraud. In these exceptions, it is evident On January 30, 1998, Ragasa and then Equitable Banking Corporation (Eq
that the purpose of the penalty is to punish since the obligee or creditor can recover from the obligor or Contract of Lease[7] (Lease Contract), as lessor and lessee, respectively, ov
debtor not only the penalty, but also the damages or interests resulting from the breach of the principal floors of a commercial building located at 175 Tomas Morato Avenue corner
obligation. (subject premises), for a period of five years, commencing on February 1,
2003[9], with a monthly rental of P122,607.00.[10] The pertinent provisio
Same;; Same;; The requisites for the demandability of the penal clause are present in this case. These are: state, viz.:
(1) that the total nonfulfillment of the obligation or the defective fulfillment is chargeable to the fault of
2. The TERM of this Lease shall be for a period of five (5) years, commencing
the debtor;; and (2) that the penalty may be enforced in accordance with the provisions of law.—Clearly,
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3. The TENANT shall pay a monthly rental of ONE HUNDRED TWENTY TWO THOUSAND SIX HUNDRED x x x x
SEVEN (122,607) pesos based on P463.16 per square meter per month inclusive of Value Added Tax and
withholding tax and payable in advance in the first five days of the month, that is 1st to 5th of every 10. In the event that a Court Litigation has been resorted to by the LESSO
month. An annual increase of 10% shall be applied during the term of the lease. compliance of any of the foregoing provisions, the aggrieved party shall be p
less than fifteen thousand (P15,000) pesos, Philippine Currency, for Attorney
4. The failure to pay two consecutive monthly rentals within the first five (5) days of any month, as stated that the honorable court may allow;; the cost of litigations shall be born[e] or
in No. 3, shall automatically terminate this Contract, without need of any further notice to the TENANT. or in default. All unpaid accounts and obligations of the TENANT shall earn inte
The LESSOR is hereby authorized, and has the right to show the premises to prospective tenants, and rate of 14% per annum or at the allowable rate of interest from the date of d
within five (5) days following the last day of the grace period stated in No. 3, the TENANT shall vacate be brought in the town of Quezon City.[11]
the premises without the need of the usual judicial proceedings, and/or the LESSOR shall padlock the
premises until the TENANT settles his obligations. The TENANT agrees to this padlocking as a sign of his Pursuant to the Lease Contract, Equitable Bank paid the amounts of P367,
good faith in his compliance with No. 3 of this Contract and the LESSOR is not liable or answerable for months advance rentals, and P367,821.00 representing three months rentals
any damage that the TENANT may incur or suffer due to his non-entrance to the premises, or the LESSOR
may confiscate any property found in the premises equivalent to the unpaid rental, penalty, and interests Meanwhile, Equitable Bank entered into a merger with Philippine Commerc
thereto, as guaranty and/or pledge, and can be retrieved anytime upon full payment of his accounts but Bank) thereby forming Equitable PCI Bank, Inc.[13] The latter would eventually
must not be for more than three (3) months from the date of default [;;] otherwise, the confiscated merge with Banco de Oro, Inc. to form the respondent bank.[14]
property or properties shall become permanently owned by the LESSOR as partial payment of his unpaid
rentals, penalties and interests, and in case of any unpaid balance, the TENANT is still liable. As a result of the merger, the bank closed and joined the branches of its con
in close proximity with each other as maintaining said branches would be
x x x x branches which had to be closed is the branch located in the subject premise
7. The parties hereby covenant and agree upon the signing of this Contract of Lease that [the] TENANT For this reason, the bank sent a notice dated May 28, 2001, informing Ragas
shall pay to the LESSOR or his representative, the amount of SEVEN HUNDRED THIRTY FIVE THOUSAND terminating their Lease Contract effective June 30, 2001 (Notice of Pr
SIX HUNDRED FORTY TWO (P735,642) pesos, Philippine Currency, P367,821 as three months advanced responded with a demand letter dated June 20, 2001[18] for payment of month
rental, and P367,821 as three months deposit, which deposit shall be refunded to the TENANT only upon term of the Lease Contract from July 1, 2001 to January 31, 2003 totaling P
termination of this Lease, that is, after expiration of the lease, paid occupancy of the said premises, and there is no express provision in the Lease Contract allowing pre-terminatio
after vacating the same and also after deducting the unpaid water bills[,] if any, electric bills, through a letter dated June 26, 2001,[20] that its only liability for pre-term
extraordinary wear and tear of the premises, losses and breakages of the premises, and other damages forfeiture of its security deposit pursuant to item 8(m) of the Lease Contract
sustained by the LESSOR. bank vacated the subject premises without heeding Ragasa's demand for pay
8. The TENANT voluntarily binds himself and agrees to the following without any coercion or force by the After sending two more reiterative demand letters,[22] which were both ign
LESSOR;; finally filed on March 11, 2002 with the RTC the Complaint for Collection of Su
P3,146,596.42 representing the monthly rentals under the Lease Contract for
x x x x January 31, 2003) and Damages. Ragasa argued that under the Lease Con
bank's security deposit does not exempt it from payment of the rentals for
m) The full deposit shall be forfeited in favor of the LESSOR upon non-compliance of the Term of the lease because the bank's act of pre-terminating the contract was a major bre
Contract of Lease by the TENANT, and cannot be applied to Rental;; item 8(m) expressly provides that the security deposit shall not be applied to
n) To pay a penalty of 3% of the monthly rental, for every month of delay of payment of the monthly In its Answer filed on April 26, 2002, the bank argued, in gist, that item 8(m
rental, [with] a fraction of the month x x x considered [as] one month;; actually a penalty clause which, in line with Article 1226[23] of the Civil Code, t
and interests in case of breach. Hence, for breaching the Lease Contract by
p) Breach or non-compliance of any of the provisions of this Contract, especially non-payment of two the bank is liable to forfeit its security deposit in favor of Ragasa but wou
consecutive monthly rentals on time, shall mean the termination of this Contract, and within five (5) days corresponding to the remaining life of the Contract. Moreover, the bank is n
from the date of breach, non-compliance, or default, the TENANT shall vacate the premises quietly and the rate of 3% under item 8(n) of the Lease Contract because the bank paid
peacefully without need of the required judicial proceedings. If he does not vacate the premises, the time it pre-terminated the same.[24]
TENANT has agreed that the LESSOR has no liability whatsoever due to the padlocking of the same;;
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Ruling of the RTC the bank is liable to forfeit its security deposit pursuant to the penalty clau
contract. The CA ruled that to allow Ragasa to collect the value of the unexp
The RTC ruled in Ragasa's favor in a Decision dated April 4, 2006, the dispositive portion of which reads: penalty would constitute unjust enrichment.
WHEREFORE, the Court finds that plaintiff has established its case against defendant by preponderance Ragasa filed a Motion for Reconsideration of the questioned Decision, which
of evidence and judgment is hereby rendered ordering defendant Equitable PCI Bank, Inc. to pay plaintiff merit, in its Resolution dated November 25, 2009.[29]
the following:
Refusing to concede, Ragasa filed the present Petition on January 21, 2010
1. The amount of Php 3,146,596.42 Philippine Currency, representing the monthly rentals from namely:
July 1, 2001 to January 31, 2003;;
2. A penalty of 3% of the monthly rental for every month of delay;; Issues
3. An interest of 14% per annum on the full amount due until fully paid;;
4. Attorney's fees in the amount of Php 30,000.00;; and 1.) WHETHER OR NOT THE COURT OF APPEALS SERIOUSLY ERRED IN LAW
5. Costs of litigation. OF RESPONDENT BANK AND IN DENYING THE MOTION FOR RECONSIDERA
WHICH IS CONTRARY TO ARTICLES 1170 AND 1308 OF THE NEW CIVIL COD
Defendant's Counterclaim is dismissed.
2.) WHETHER OR NOT THE COURT OF APPEALS SERIOUSLY ERRED IN LA
SO ORDERED.[25] PENALTY CLAUSE APPLICABLE IN THE CASE IS ITEM NO. 8(m) OF THE CONT
OF THE SAME CONTRACT[.]
The RTC held that the bank may not unilaterally pre-terminate the Lease Contract;; hence, it is still liable
to pay the rentals for the remaining duration of the said contract. Likewise, in addition to item 8(m) of 3.) WHETHER OR NOT THE COURT OF APPEALS SERIOUSLY ERRED IN LA
the Lease Contract providing for the forfeiture of the bank's security deposit, item 8(n), another penalty SUBJECT CONTRACT HAD BEEN TERMINATED[.]
clause providing for additional 3% of the monthly rental for each month of delay in payment, also applies.
Finally, pursuant to Section 10, an interest of 14% per annum on the amount due was awarded. 4.) WHETHER OR NOT THE COURT OF APPEALS SERIOUSLY ERRED IN LA
PETITIONER IS GUILTY OF UNJUST ENRICHMENT[.][30]
The bank filed a Motion for Reconsideration which was denied by the RTC in its Order dated October 3,
2006.[26] The fundamental issue that the Court is called upon to resolve is: What is the
for its act of pre-terminating the Lease Contract?
On October 23, 2006, the bank filed a Notice of Appeal to the CA, arguing that the Lease Contract was
automatically terminated by the act of the bank in pre-terminating the lease or based on the provisions At the outset, it is well to remember that a contract is the law between the pa
of the Lease Contract, and that upon termination of the lease, the bank has been released from its future from contracts have the force of law between the contracting parties and s
contractual obligations including the payment of "future rentals."[27] good faith.[32] The parties are allowed by law[33] to enter into stipulations, cla
they may deem convenient which bind the parties as long as they are not con
Ruling of the CA customs, public order or public policy.[34]
In the questioned Decision dated March 27, 2009, the CA granted the bank's appeal and reversed and The pertinent provisions of the Lease Contract are as follows:
set aside the RTC's ruling, disposing of the case as follows:
2. The TERM of this Lease shall be for a period of five (5) years, commencing
WHEREFORE, the appeal is hereby GRANTED. The ruling of the trial court is hereby REVERSED and SET
ASIDE. The complaint is dismissed for lack of legal basis. x x x x
SO ORDERED.[28] 7. The parties hereby covenant and agree upon the signing of this Contract o
shall pay to the LESSOR or his representative, the amount of SEVEN HUNDRED
The CA ruled that the bank's failure to continue the Lease Contract until its expiration constituted a breach SIX HUNDRED FORTY TWO (P735,642) pesos, Philippine Currency, P367,821
of its provision. As such, the Lease Contract was automatically terminated by virtue of item 8(p) thereof rental, and P367,821 as three months deposit, which deposit shall be refunde
providing for its outright termination in case of breach of any of its provisions. Hence, there is no legal termination of this Lease, that is, after expiration of the lease, paid occupanc
basis to hold the bank liable for payment of rentals for the unexpired period of the contract. However, after vacating the same and also after deducting the unpaid water bil
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extraordinary wear and tear of the premises, losses and breakages of the premises, and other damages m) The full deposit shall be forfeited in favor of the LESSOR upon non-com
sustained by the LESSOR. Contract of Lease by the TENANT, and cannot be applied to Rental;;[37]
8. The TENANT voluntarily binds himself and agrees to the following without any coercion or force by the The word "term" appears only in three instances, but in three forms, in the
LESSOR;; Firstly, "TERM" (a defined word as the letters are all capitalized) is used in it
indicate the five-year period of the lease. Secondly, "Term" is used in item 8
x x x x being with a capitalized initial letter it also indicates that it is a defined word. L
8(g) that the lessee voluntarily binds itself and agrees: "To pay from time to ti
m) The full deposit shall be forfeited in favor of the LESSOR upon non-compliance of the Term of the Lease, all expenses such as salaries, wages, etc., if for business, all charges f
Contract of Lease by the TENANT, and cannot be applied to Rental;; any such other services in the Leased Premises."[38]
x x x x Given the fact that in item 2 and item 8(g), the words "TERM" and "term" defi
the lease, the word "Term" in item 8(m) should likewise be understood to hav
p) Breach or non-compliance of any of the provisions of this Contract, especially non-payment of two
consecutive monthly rentals on time, shall mean the termination of this Contract, and within five (5) days The word "Term" could not mean stipulation, provision, condition, covenant o
from the date of breach, non-compliance, or default, the TENANT shall vacate the premises quietly and can also be understood. In the default clauses of the Lease Contract, i.e., ite
peacefully without need of the required judicial proceedings. If he does not vacate the premises, the employed is "provisions." It is the word "provisions" which the parties intended
TENANT has agreed that the LESSOR has no liability whatsoever due to the padlocking of the same;; condition, covenant or clause and not the word "term."
x x x x Consequently, the correct interpretation of the word "Term" in item 8(m) is th
the lease, and not to any other provision of the Lease Contract.
10. In the event that a Court Litigation has been resorted to by the LESSOR or LESSEE, due to non-
compliance of any of the foregoing provisions, the aggrieved party shall be paid by the other party, no Article 1170 of the Civil Code mandates that those who, in the performance of
less than fifteen thousand (P15,000) pesos, Philippine Currency, for Attorney's fees, and other damages of fraud, negligence, or delay, and those who, in any manner, contravene th
that the honorable court may allow;; the cost of litigations shall be born[e] or paid by the party in fault, for damages.
or in default. All unpaid accounts and obligations of the TENANT shall earn interest or bear interest at the
rate of 14% per annum or at the allowable rate of interest from the date of default. The legal suits shall Thus, having contravened the tenor of the Lease Contract regarding its term
be brought in the town of Quezon City.[35] (Underscoring supplied) be liable for damages. However, how much in damages should the bank be li
The foregoing stipulations are clear and show no contravention of law, morals, good customs, public Generally, if the lessor or the lessee should not comply with their obligations
order or public policy. As such, they are valid, and the parties' rights shall be adjudicated according to ask for either the rescission of the contract and indemnification for damages,
them, being the primary law between them. When the terms of the contract are clear and leave no doubt the contract to remain in force.[39]
as to the intention of the contracting parties, the rule is settled that the literal meaning of its stipulations
should control.[36] In the present case, there is an express stipulation in item 8(p) of the Lease
non-compliance of any of the provisions of this Contract, especially non-pa
In the case at bar, there is no question that the bank breached the Lease Contract. When it served upon monthly rentals on time, shall mean the termination of this Contract."[40]
Ragasa the Notice of Pre-termination effective June 30, 2001 and when it, indeed, vacated the subject
premises on said date, the bank, in effect, breached item 2 of the Lease Contract, providing for a five- The validity of an automatic termination clause such as the one quoted above
year term. It must be noted that the Lease Contract does not contain a pre-termination clause.
In Manila Bay Club Corp. v. Court of Appeals[41] (Manila Bay Club Corp.), the
The Lease Contract has a specific provision in case of non-compliance of its "Term" — "a period of five was from March 4, 1988 to March 4, 1998 but was short-lived because the p
(5) years, commencing on February 1, 1998," to wit: unilaterally terminated the lease with the request that petitioner therein vaca
peacefully surrender its possession for the failure, among others, to insure the
8. The TENANT voluntarily binds himself and agrees to the following without any coercion or force by the of paragraph 22 of the lease contract between the parties therein.[42] The p
LESSOR;; invoked the "Special Clause" as found in paragraph 19 of the said lease cont
to wit:
x x x x
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19. If the rental herein stipulated or any part thereof at any time, shall be in arrears or unpaid, or if the Pursuant to the automatic termination clause of the Lease Contract, whic
tenant shall at any time fail or neglect to perform or comply with any of the covenants, conditions, autonomy characteristic of contracts, the Lease Contract was terminated u
agreements or restrictions stipulated or if the tenant shall become bankrupt or insolvent or shall termination by the bank on June 30, 2001. Ragasa is, thus, precluded from av
compound with his creditors, then and in any of such above cases, this lease contract shall become which is to claim damages by reason of the breach and allow the lease to rem
automatically terminated and cancelled and the said premises shall be peacefully vacated by the LESSEE having been automatically resolved or terminated by agreement of the parties
for the LESSOR to hold and enjoy henceforth as if these presents have not been made and it shall be indemnification for damages.
lawful for the LESSOR or any person duly authorized in his behalf, without any formal notice or demand
to enter into and upon said leased premises or any part thereof without prejudice on the part of the To force either party to continue with a contract that is automatically termina
LESSOR to exercise all rights on the contract of lease and those given by law. And upon such cancellation either party (pursuant to its express provision) is not in furtherance of or s
of the contract, the LESSEE hereby grants the LESSOR the legal right to enter into and take possession Rather, it is a contravention thereof and it negates the autonomy characterist
of the leased premises as though the term of the leased contract has expired.[43]
Is the claim of Ragasa that it is entitled to damages in the amount of P3,14
The Court justified the validity of the above automatic termination clause, thus: monthly rentals from July 1, 2001 to January 31, 2003, or the unexpired perio
Certainly, there is nothing wrong if the parties to the lease contract agreed on certain mandatory Entitlement to rentals after the termination of the lease pursuant to an automa
provisions concerning their respective rights and obligations, such as the procurement of the insurance clause is possible in the case where the lessor invokes the clause and the le
and rescission clause. For it is well to recall that contracts are respected as the law between the leased premises. The lessee will be liable for damages equivalent to the ren
contracting parties, and may establish such stipulations, clauses, terms and conditions as they may want possession from the termination of the lease until he vacates the premises. T
to include. As long as such agreements are not contrary to law, morals, good customs, public policy or of the Court in Manila Bay Club Corp. when it affirmed the award of the mon
public order they shall have the force of law between them.[44] 250,000.00, which was the valuation of the trial court as affirmed by the CA,
In Riesenbeck v. Spouses Silvino Maceren, Jr. and Patricia Maceren[45] (Riesenbeck), the Court observed: Petitioner in its third assignment of error assails the P250,000.00 monthly re
the trial court and as affirmed by respondent Court of Appeals, claiming that t
The Contract of Lease was called off by respondents in virtue of Clauses No. 10[46] and No. 13[47] thereof finding.
to which the parties voluntarily bound themselves. In Manila Bay Club Corp. v. Court of Appeals,[48] this
Court interpreted as requiring mandatory compliance by the parties a provision in a lease contract that Again, we disagree. In reaching that amount, the trial court took into consider
failure or neglect to perform or comply with any of the covenants, conditions, agreements or restrictions 1) prevailing rates in the vicinity;; 2) location of the property;; 3) use of the pro
stipulated shall result in the automatic termination and cancellation of the lease. 5) the testimony of private respondent Modesta Sabeniano that she was offe
investor a monthly rental of P400,000.00 for the leased premises then occupied
In accord with this ruling is Peoples Industrial and Commercial Corp. v. Court of Appeals[49] where the for its part should have presented its controverting evidence below to suppor
Court held that there is nothing wrong if the parties to a lease contract agreed on certain mandatory fair rental value of the leased building since the burden of proof to show th
provisions concerning their respective rights and obligations, such as the procurement of insurance and unconscionable or exorbitant rests upon the lessee.[53] But petitioner failed to
the rescission clause. Thus – by the trial court, as affirmed by respondent Court of Appeals, stands.
[I]t is well to recall that contracts are respected as the law between the contracting parties, and they It is worth stressing at this juncture that the trial court had the authority to f
may establish such stipulations, clauses, terms and conditions as they may want to include. As long as the continued use and occupancy of the leased premises after the termination
such agreements are not contrary to law, morals, good customs, public policy or public order they shall that it was not bound by the stipulated rental in the contract of lease since it
have the force of law between them. termination or expiration of the contract of lease, the rental stipulated ther
reasonable value for the use and occupation of the premises as a result or b
The foregoing legal truism finds equal potency in the case at bar. No doubt, the pre-termination was rise in values.[54] Moreover, the trial court can take judicial notice of the genera
properly resorted to by respondents pursuant to Clause 10 of the Contract of Lease. Indeed, the law on estate especially of business establishments[55] like the leased building owned
obligations and contracts does not prohibit parties from entering into agreement providing that a violation
of the terms of the contract would cause its cancellation even without judicial intervention.[50] This is what That is, however, not the situation here. The bank did not continue to possess
petitioner and respondents entered into, a lease contract with a stipulation that the contract is rescinded its automatic termination, as it vacated the same on June 30, 2001.
upon violation of its substantial provisions, which petitioner, does not deny having violated.[51]
As explained above, the provision or clause that is applicable in case of non-
period of the Lease Contract is item 8(m) which mandates that the full dep
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equivalent of three months rentals shall be forfeited with the proviso that the deposit cannot be applied damages may be collected in addition to penalty) and (b) reparatory (wh
to rental. This proviso as to non-application to rental of the deposit means that the forfeiture is without indemnity for damages).[64]
prejudice to the payment of any unpaid rental at the time of the non-compliance or breach of the Term
or period of the Lease Contract. Since the bank had no unpaid rental as of June 30, 2001, the proviso finds Item 8(m) of the Lease Contract is an accessory obligation or prestation to
no application in the present case. lease. It specifies the stipulated amount of liquidated damages — the full depo
injured party in case of breach of the Term or period of the principal obligatio
What is the nature of item 8(m) of the Lease Contract: "The full deposit shall be forfeited in favor of the conventional.
LESSOR upon non-compliance of the Term of the Contract of Lease by the TENANT, and cannot be applied
to Rental"? As defined, liquidated damages are those agreed upon by the parties to a con
breach thereof.[65] The amount of the liquidated damages is purely contractua
The Court believes and so holds that item No. 8(m) is a penalty or penal clause. the courts will intervene only to equitably reduce the liquidated damages
indemnity or a penalty, if they are iniquitous or unconscionable, pursuant to A
A penal clause is an accessory obligation which the parties attach to a principal obligation for the purpose the Civil Code.
of insuring the performance thereof by imposing on the debtor a special prestation (generally consisting
in the payment of a sum of money) in case the obligation is not fulfilled or is irregularly or inadequately Also, proof of actual damages suffered by the creditor is not necessary in ord
fulfilled.[57] Quite common in lease contracts, this clause functions to strengthen the coercive force of the demanded.[67]
obligation and to provide, in effect, for what would be the liquidated damages resulting from a breach.[58]
Item 8(m) seeks to insure or guarantee the completion of the lease period sin
A penal clause has a three-fold purpose: (1) a coercive purpose or one of guarantee — this is to urge the be met with a penalty. The degree of the coercive effect or impact of the pen
debtor to the fulfillment of the main obligation under pain of paying the penalty;; (2) to serve as liquidated the performance of the principal obligation depends largely on the stipulated
damages — this is to evaluate in advance the damages that may be occasioned by the non-compliance damages. If the amount is substantial, then the compulsion to perform may b
of the obligation;; and (3) a strictly penal purpose — this is to punish the debtor for non-fulfillment of the not, however, be willing to accept a very stiff penalty. As expressed ear
main obligation.[59] While the first purpose is always present, the second purpose is presumed and the discretionary on the parties provided that it will pass the test of unconscionabi
third purpose must be expressly agreed upon.[60] the herein parties have agreed on a specific amount of penalty, P367,821.00 o
will not even second guess whether it is substantial enough to insure the com
Stated otherwise, the purposes of penalty or penal clause are: (1) funcion coercitiva o de guarantia or to The Court will simply rule that it is reasonable.
insure the performance of the obligation;; (2) funcion liquidatoria or to liquidate the amount of damages
to be awarded to the injured party in case of breach of the principal obligation;; and (3) funcion As to the effect of the penal clause, Article 1226 of the Civil Code provides:
estrictamente penal or to punish the obligor in case of breach of the principal obligation, in certain
exceptional cases.[61] The second is evidently compensatory and the third is punitive in character, while Art. 1226. In obligations with a penal clause, the penalty shall substitute the i
the first is the general purpose regardless of whether the penalty is compensatory or punitive.[62] the payment of interests in case of noncompliance, if there is no stipulation to
damages shall be paid if the obligor refuses to pay the penalty or is guilty o
Evidently, the penal clause may be considered either reparation, compensation or substitute for damages, the obligation.
on one hand, or as a punishment in case of breach of the obligation, on the other. When considered as
reparation or compensation, the question as to the appropriate amount of damages is resolved once and The penalty may be enforced only when it is demandable in accordance with
for all because the stipulated indemnity represents a legitimate estimate made by the contracting parties
of the damages caused by the nonfulfillment or breach of the obligation. Proof of actual damages is, From the first paragraph of Article 1226, it is evident that, as a rule, the penalt
consequently, not necessary in order that the stipulated penalty may be demanded. When considered as parties as a compensation or substitute for damages in case of breach of
a punishment, the question of damages is not yet resolved inasmuch as the right to damages, besides therefore, clear that the penalty in its compensatory aspect is the general ru
the penalty, still subsists. Thus, if the injured party desires to recover the damages actually suffered by strictly penal aspect is the exception.[68]
him in addition to the penalty, he must prove such damages.[63]
It is also clear from paragraph 1 of Article 1226 that when an obligation or a
Penal clause may be classified into: (1) according to source: (a) legal (when it is provided by law) and clause, the penalty shall substitute the indemnity for damages and the paym
(b) conventional (when it is provided for by stipulation of the parties);; (2) according to demandability: noncompliance with or breach of the principal obligation. This general ru
(a) subsidiary (when only the penalty may be enforced) and (b) complementary (when both the principal exceptions, namely: (1) when there is a stipulation to the contrary;; (2) when t
obligation and the penalty may be enforced);; and (3) according to purpose: (a) cumulative (when for refusal to pay the agreed penalty;; and (3) when the obligor or debtor
exceptions, it is evident that the purpose of the penalty is to punish since t
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recover from the obligor or debtor not only the penalty, but also the damages or interests resulting from positive (to give and to do) where demand may be necessary unless it is ex
the breach of the principal obligation.[69] negative obligations, when an act is done contrary to that which is prohibited
Is item 8(m) intended by the parties for a strictly penal purpose or a punishment on the guilty party? If In the present case, the bank pre-terminated the Lease Contract which is not
it is, then item 8(m) is both complementary and cumulative. If it is not, then it is subsidiary and reparatory. For not complying with its Term or period, the bank did an act contrary to
Lease Contract.
As earlier observed, the third purpose of a penal clause, which is strictly penal, must be expressly agreed
upon. This is in consonance with the first sentence of Article 1226 — "the penalty shall substitute the Additionally, the bank cannot insist on paying only the penalty. This is proscr
indemnity for damages and interests in case of noncompliance, if there is no stipulation to the contrary." wit:
Thus, the contract must expressly provide that in addition to the penalty, the guilty party shall be liable
for damages or interests resulting from the breach of the principal obligation. Art. 1227. The debtor cannot exempt himself from the performance of the
penalty, save in the case where this right has been expressly reserved for him
Item 8(m) does not expressly make a reservation for an additional claim for damages and interests demand the fulfillment of the obligation and the satisfaction of the penalty at
occasioned by the breach of the lease period. There is, however, another provision of the Lease Contract right has been clearly granted him. However, if after the creditor has decided
that is triggered by a default in item 8(m), to wit: the obligation, the performance thereof should become impossible without hi
enforced.
10. In the event that a Court Litigation has been resorted to by the LESSOR or LESSEE, due to non-
compliance of any of the foregoing provisions, the aggrieved party shall be paid by the other party, no There is nothing in the Lease Contract which provides that the bank ca
less than fifteen thousand (P15,000) pesos, Philippine Currency, for Attorney's fees, and other damages performance of any provision therein, including the Term or period, by simply
that the honorable court may allow;; the cost of litigations shall be born[e] or paid by the party in fault, 8(m) and 10 do not contain any such exemption.
or in default. All unpaid accounts and obligations of the TENANT shall earn interest or bear interest at the
rate of 14% per annum or at the allowable rate of interest from the date of default. The legal suits shall As discussed above, Ragasa cannot insist on the performance of the lease, i.e
be brought in the town of Quezon City.[70] (Underscoring supplied) until expiration of its term, because the lease has been automatically terminate
it by pre-terminating its terms. Thus, Ragasa is only entitled to damages.
Being provisions on default, item 8(m) and item 10 must be applied jointly and simultaneously. Thus,
aside from the forfeiture of the full deposit, the party at fault or in default is liable, pursuant to item 10 That said, that is, even as items 8(m) and 10 are considered strictly penal or p
of the Lease Contract, for the payment of attorney's fees in an amount which is not less than P15,000.00, injured party, is nonetheless required to prove the "other damages" that it act
other damages that the court may allow, cost of litigation, and 14% interest per annum on unpaid be entitled thereto. However, a review of the records shows that Ragasa p
accounts and obligations. simply insisted that the bank should be liable for the amount representing the
1, 2001 up to January 31, 2003 or the unexpired term of the Lease Contract, eq
Can item 10 pass as the "stipulation to the contrary" or the express agreement required in Article 1226? Ragasa did not adduce any evidence to support its claim that it actually suffere
A careful reading of all the pertinent provisions leads the Court to believe that when item 10 provides in terms of lost income. In this regard, it must be emphasized that Ragasa co
that "other damages that the court may allow" are recoverable in case of noncompliance of any provision Premises as early as July 1, 2001 because the bank had completely vacated
of the Lease Contract, this only means what it says, that the aggrieved party can be awarded damages 2001. That Ragasa chose not to lease the Leased Premises and not earn a
in addition to the forfeiture of the deposit that is provided in item 8(m). In fine, item 8(m) and item 10, meantime that its complaint for damages against the bank was being litigate
construed together, form a complementary and cumulative penal clause;; and it is a punishment or strictly doing.
penal.
Article 2203 of the Civil Code provides that "[t]he party suffering loss or injury
From the foregoing, the Court accordingly rules that the bank is liable for the forfeiture of the deposit of a good father of a family to minimize the damages resulting from the act or
and attorney's fees in the amount of P15,000.00 and such other damages which Ragasa suffered by failed in this respect.
reason of the breach of the lease period by the bank.
In conclusion, the Court rules that Ragasa is not entitled to the rental for th
Clearly, the requisites for the demandability of the penal clause are present in this case. These are: (1) Lease Contract, and it is only entitled to the forfeiture of the full deposit p
that the total non-fulfillment of the obligation or the defective fulfillment is chargeable to the fault of the P15,000.00 as attorney's fees pursuant to item 10.
debtor;; and (2) that the penalty may be enforced in accordance with the provisions of law. As to the
second requisite, the penalty is demandable when the debtor is in mora in regard to obligations that are WHEREFORE, premises considered, the instant petition for review is here
Decision dated March 27, 2009 and the Resolution dated November 25, 2009
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WITH MODIFICATION, awarding attorney's fees in the amount of P15,000.00 in favor of petitioner
D.M. Ragasa Enterprises, Inc.
SO ORDERED.
Carpio (Chairperson),[*] Peralta, Perlas-Bernabe, and A. Reyes, Jr., JJ., concur.
Petition granted, judgment and resolution affirmed with modification.
Notes.—A penal clause is an accessory undertaking attached to a principal obligation. (Buenaventura vs.
Metropolitan Bank and Trust Company, 799 SCRA 239 [2016])
Section 17 of the Omnibus Rules implementing the Civil Service Law states that if the respondent judge
is found guilty of two (2) or more charges or counts, the penalty imposed should be that corresponding
to the most serious charge or counts and the rest may be considered aggravating circumstances. (Re:
Findings on the Judicial Audit Conducted in Regional Trial Court, Branch 8, La Trinidad, Benguet, 819
SCRA 274 [2017])
——o0o——
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G.R. No. 185765. September 28, 2016.* As petitioner notes, by the time respondent made its offer, the Complaint for r
PHILIPPINE ECONOMIC ZONE AUTHORITY, petitioner, vs. PILHINO SALES CORPORATION, already been filed before the Regional Trial Court of Pasay City. If at all, the o
respondent. a belated reaction to undercut litigation. By the time respondent made it
petitioner was no longer capable of accommodating contractual modific
Civil Law;; Sales;; Contract of Sale;; Reciprocal Obligations;; A contract of sale entails reciprocal established the impropriety of modifying awarded contracts that were prev
obligations.—A contract of sale, such as that entered into by petitioner and respondent, entails reciprocal bidding, such as that between petitioner and respondent: An essential ele
obligations. As explained in Spouses Velarde v. Court of Appeals, 361 SCRA 56 (2001), “[i]n a contract of contract is that all bidders must be on equal footing. Not simply in terms of ap
sale, the seller obligates itself to transfer the ownership of and deliver a determinate thing, and the buyer rules and regulations imposed by the relevant government agency, but more i
to pay therefor a price certain in money or its equivalent.” bidded upon. Each bidder must be able to bid on the same thing. The rational
bidder is allowed to later include or modify certain provisions in the contra
Same;; Contracts;; Rescission;; Jurisprudence has long settled that the restoration of the contracting parties contract is altered in any material respect, then the essence of fair competit
to their original state is the very essence of rescission.—Respondent correctly notes that rescission under destroyed. A public bidding would indeed be a arce if after the contract is aw
Article 1911 results in mutual restitution. Jurisprudence has long settled that the restoration of the may modify the contract and include provisions which are favorable to it that
contracting parties to their original state is the very essence of rescission. In Spouses Velarde v. Court of available to the other bidders.
Appeals, 361 SCRA 56 (2001): Considering that the rescission of the contract is based on Article 1191 of
the Civil Code, mutual restitution is required to bring back the parties to their original situation prior to Damages;; Liquidated Damages;; Words and Phrases;; By definition, liquidate
the inception of the contract. Accordingly, the initial payment of P800,000 and the corresponding meant to impress upon defaulting obligors the graver consequences of
mortgage payments . . . should be returned by private respondents, lest the latter unjustly enrich definition, liquidated damages are a penalty, meant to impress upon defa
themselves at the expense of the former. Rescission creates the obligation to return the object of the consequences of their own culpability. Liquidated damages must necessarily
contract. It can be carried out only when the one who demands rescission can return whatever he may cumbersome than compliance. Otherwise, contracts might as well make no
be obliged to restore. To rescind is to declare a contract void at its inception and to put an end to it as Liquidated damages are those that the parties agree to be paid in case of
though it never was. It is not merely to terminate it and release the parties from further obligations to amount agreed upon answers for damages suffered by the owner due to dela
each other, but to abrogate it from the beginning and restore the parties to their relative positions as if project. Under Philippine laws, these damages take the nature of penalties. A p
no contract has been made. undertaking to assume greater liability in case of a breach. It is attached t
ensure performance.
Same;; Same;; Same;; Liquidated Damages;; Mutual restitution under Article 1191 is no license for the
negation of contractually stipulated liquidated damages.—Contrary to respondent’s assertion, mutual PETITION for review on certiorari of the decision and resolution of the Court
restitution under Article 1191 is, however, no license for the negation of contractually stipulated liquidated
damages. Article 1191 itself clearly states that the options of rescission and specific performance come The facts are stated in the opinion of the Court.
with “with the payment of damages in either case.” The very same breach or delay in performance that Office of the Solicitor General for petitioner.
triggers rescission is what makes damages due. When the contracting parties, by their own free acts of Virgilio C. Gener for respondent.
will, agreed on what these damages ought to be, they established the law between themselves. Their
contemplation of the consequences proper in the event of a breach has been articulated. When courts LEONEN, J.:
are, thereafter, confronted with the need to award damages in tandem with rescission, courts must not
lose sight of how the parties have explicitly stated, in their own language, these consequences. To uphold Although the provisions of a contract are legally null and void, the stipula
both Article 1191 of the Civil Code and the parties’ will, contractually stipulated liquidated damages must, liquidated damages may be accepted as evidence of the intent of the parties.
as a rule, be maintained. can be basis for finding a factual anchor for liquidated damages. The liable part
better evidence to establish a more accurate basis for awarding damages. In
failed to do so.
Bids and Bidding;; Jurisprudence has established the impropriety of modifying awarded contracts that
were previously subjected to public bidding.—Respondent’s attempt at rectification came too late and This resolves a Petition for Review on Certiorari[1] praying that the assailed M
under such circumstances that petitioner was no longer even in a position to accept respondent’s offer. November 25, 2008 Resolution[3] of the Court of Appeals in CA G.R. CV No.
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aside and that the Decision[4] dated November 2, 2005 of Branch 108 of the Regional Trial Court of Pasay 1. Pay the plaintiff in liquidated damages a[t] the rate of 1/10 of 1% o
City in Civil Case No. 00-0343 be reinstated. Php 5,800,000.00 for each day of delay commencing from June 19,
The Regional Trial Court's November 2, 2005 Decision ruled in favor of petitioner Philippine Economic 2. Pay the plaintiff exemplary damages in the amount of Php 100,00[0]
Zone Authority, which, as plaintiff, brought an action for rescission of contract and damages against the
defendant, now respondent Pilhino Sales Corporation (Pilhino).[5] 3. That the contract be declared rescinded and the performance bond p
forfeited in favor of the plaintiff.
The assailed Court of Appeals Decision partly granted Pilhino's appeal by reducing the amount of
liquidated damages due from it to the Philippine Economic Zone Authority, and by deleting the forfeiture 4. For defendant to pay the cost of the suit.
of its performance bond.[6] The assailed Court of Appeals Resolution denied the Philippine Economic Zone
Authority's Motion for Reconsideration.[7] SO ORDERED.[23]
The facts are not disputed, and all that is in issue is the consequence of Pilhino's contractual breach. Pilhino then appealed before the Court of Appeals.
On October 4, 1997, the Philippine Economic Zone Authority published an invitation to bid in the Business In its assailed May 2, 2008 Decision,[24] the Court of Appeals partly granted P
Daily for its acquisition of two (2) brand new fire truck units "with a capacity of 4,000-5,000 liters [of] the forfeiture of Pilhino's performance bond and pegging the liquidated da
water and 500-1,000 liters [of chemical foam,] with complete accessories."[8] Philippine Economic Zone Authority in the amount of P1,400,000.00.
Three (3) companies participated in the bidding: Starbilt Enterprise, Inc., Shurway Industries, Inc., and The Court of Appeals debunked Pilhino's claim that there was no meeting of
Pilhino.[9] Pilhino secured the contract for the acquisition of the fire trucks.[10] The contract price was Pilhino "manifested its acquiescence . . . [to] the Purchase Order . . . when it s
initially at P3,000,000.00 per truck, but this was reduced after negotiation to P2,900,000.00 per truck.[11] Economic Zone Authority] a Performance Bond dated 02 June 1999 and Inde
June 1998 duly signed by its Vice President."[25] It added that in a subsequ
The contract awarded to Pilhino stipulated that Pilhino was to deliver to the Philippine Economic Zone 1999[26] "signed by [Pilhino's] Hino Division Manager Edgar R. Santiago an
Authority two (2) FF3HP brand fire trucks within 45 days of receipt of a purchase order from the Philippine Roberto R. Garcia, [Pilhino] admitted that it can no longer meet the re
Economic Zone Authority.[12] A further stipulation stated that "[i]n case of fail[u]re to deliver the . . . good specification on the two (2) units of fire truck[s]."[27]
on the date specified . . . , the Supplier agree[s] to pay penalty at the rate of 1/10 of 1% of the total
contract price for each days [sic] commencing on the first day after the date stipulated above."[13] In this March 29, 1999 letter, Pilhino not only acknowledged its inability to m
proposed a modified arrangement with the Philippine Economic Zone Authorit
The Philippine Economic Zone Authority furnished Pilhino with a purchase order dated November 6,
1997.[14] Pilhino failed to deliver the trucks as it had committed.[15] This prompted the Philippine Economic [P]lease allow us to submit our new proposal for your consideration (please s
Zone Authority to make formal demands on Pilhino on July 27, 1998[16] and on February 23, 1999.[17] As Our price for this new specification if P3,600,000.00/unit. However, we a
Pilhino still failed to comply, the Philippine Economic Zone Authority filed before the Regional Trial Court difference between the original price of P2,900,000.00/unit and P3,600,000.00
of Pasay City a Complaint[18] for rescission of contract and damages. This was docketed as Civil Case No. we also request your good office to stop the accumulation of the penalty [.][2
00-0343 and raffled to Branch 108.[19]
In calibrating the amount of liquidated damages, the Court of Appeals c
In its defense, Pilhino claimed that there was no starting date from which its obligation to deliver could 2227[30] of the Civil Code. It reasoned that through its March 29, 1999 letter,
be reckoned, considering that the Complaint supposedly failed to allege acceptance by Pilhino of the rectification or mitigation:
purchase order.[20] Pilhino suggested that there was not even a meeting of minds between it and the
Philippine Economic Zone Authority.[21] In the instant case, we consider the supervening reality that after appellant's f
the two (2) brand new units of fire trucks in accordance with the specificatio
In its November 2, 2005 Decision,[22] the Regional Trial Court ruled for the Philippine Economic Zone appellant nevertheless tried to remedy the situation by offering to appe
Authority. The dispositive portion of the Decision reads: P3,600,000.00 per unit;; and expressed willingness to shoulder the difference
(based on the contract) of P2,900,000.00 per unit and the price corresponding
WHEREFORE, judgment is hereby rendered in favor of the plaintiff and against the defendant ordering Further, it is undisputed that appellee has not paid any amount to appella
the latter to: undelivered two (2) brand new units of fire trucks. We thus equitably reduce
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P1,400,000.00, which is the difference between the contract price of P5,800,000.00 and P7,200,000.00 Article 1191. The power to rescind obligations is implied in reciprocal ones,
based on the new specifications for two (2) new units of fire trucks.[31] should not comply with what is incumbent upon him.
The Philippine Economic Zone Authority moved for reconsideration of the modifications to the Regional The injured party may choose between the fulfillment and the rescission o
Trial Court's award. As this Motion was denied in the Court of Appeals' assailed November 25, 2008 payment of damages in either case. He may also seek rescission, even after h
Resolution,[32] the Philippine Economic Zone Authority filed the present Petition. the latter should become impossible.
Petitioner asks for the reinstatement of the Regional Trial Court's award asserting that it already suffered The court shall decree the rescission claimed, unless there be just cause autho
damage when respondent Pilhino Sales Corporation failed to deliver the trucks on time;;[33] that the
contractually stipulated penalty of 1/10 of 1% of the contract price for every day of delay was neither This is understood to be without prejudice to the rights of third persons who
unreasonable[34] nor contrary to law, morals, or public order;;[35] that the stipulation on liquidated damages accordance with articles 1385 and 1388 and the Mortgage Law. (Emphasis su
was freely entered into by it and respondent;;[36] and that the Court of Appeals' computation had no basis Respondent correctly notes that rescission under Article 1911 results in mutua
in fact and law.[37] Regarding respondent's supposed attempt at mitigation, petitioner notes that by the has long settled that the restoration of the contracting parties to their origina
time the offer was made, the Complaint for rescission and damages had already been filed[38] and was, of rescission. In Spouses Velarde:
therefore, inconsequential and hardly a remedy.
Considering that the rescission of the contract is based on Article 1191 of the C
Commenting on petitioner's Petition,[39] respondent raises the question of: is required to bring back the parties to their original situation prior to the
Accordingly, the initial payment of P800,000 and the corresponding mortgag
Whether or not a contract can be rescinded and declared void ab initio, and then thus rescinded, can a returned by private respondents, lest the latter unjustly enrich themselves at
stipulation for liquidated damages or penalty contained in that very same contract be given separate life,
force and effect, that is, separate and distinct from the rescinded and voided contract itself?[40] Rescission creates the obligation to return the object of the contract. It can be
one who demands rescission can return whatever he may be obliged to resto
Therefore, respondent suggests that with the rescission of its contract with petitioner must have come a contract void at its inception and to put an end to it as though it never was. I
the negation of the contractual stipulation on liquidated damages and the obliteration of its liability for it and release the parties from further obligations to each other, but to abro
such liquidated damages.[41] and restore the parties to their relative positions as if no contract has been m
Laperal v. Solid Homes, Inc.[46] has explained how the restitution spoken of
We resolve the twin issues of: 1385 of the Civil Code equally holds true for rescission under Article 1191 of t
First, the propriety of an award based on contractually stipulated liquidated damages notwithstanding the Despite the fact that Article 1124 of the old Civil Code from whence Article
rescission of the same contract stipulating it;; and term "resolution", the amendment thereto (presently, Article 1191) explicitly
"rescission". Unless Article 1191 is subsequently amended to revert back to
Second, on the assumption that such award is proper, the propriety of the Court of Appeals' reduction of Court has no alternative but to apply the law, as it is written.
the liquidated damages due to petitioner.
Again, since Article 1385 of the Civil Code expressly and clearly states th
I obligation to return the things which were the object of the contract, togethe
price with its interest," the Court finds no justification to sustain petitioners' po
Respondent's intimation that with the rescission of a contract necessarily and inexorably follows the does not apply to rescission under Article 1191.
obliteration of liability for what the same contracts stipulates as liquidated damages[42] is entirely
misplaced. In Palay, Inc. vs. Clave, this Court applied Article 1385 in a case involving "res
thus:
A contract of. sale, such as that entered into by petitioner and respondent, entails reciprocal obligations.
As explained in Spouses Velarde v. Court of Appeals,[43] "[i]n a contract of sale, the seller obligates itself Regarding the second issue on refund of the installment payments made by
to transfer the ownership of and deliver a determinate thing, and the buyer to pay therefor a price certain 1385 of the Civil Code provides:
in money or its equivalent."[44]
"ART. 1385. Rescission creates the obligation to return the things which were
Rescission on account of breach of reciprocal obligations is provided for in Article 1191 of the Civil Code: together with their fruits, and the price with its interest;; consequently, it can
he who demands rescission can return whatever he may be obliged to restore
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"Neither shall rescission take place when the things which are the object of the contract are legally in the 1. Further to the stipulations on paragraph 10, upon default of performanc
possession of third persons who did not act in bad faith. compliance with the terms and conditions herein agreed upon by the DEVELOP
the DEVELOPER deliberately abandoned or discontinued the work on the proje
"In this case, indemnity for damages may be demanded from the person causing the loss." entitlement, if any, to any refund and/or advances it may have incurred in co
previous development works in the subdivision;; likewise, all improvements of
As a consequence of the resolution by petitioners, rights to the lot should be restored to private introduced by the DEVELOPER on the property, existing as of the date of
respondent or the same should be replaced by another acceptable lot. However, considering that the automatically belong to the OWNER without obligation on his part to pay for t
property had already been sold to a third person and there is no evidence on record that other lots are
still available, private respondent is entitled to the refund of installments paid plus interest at the legal 2. Similarly with the same condition of default or violation obtaining, as stat
rate of 12% computed from the date of the institution of the action. It would be most inequitable if agreement, all advances made and remittances of proceeds from reservatio
petitioners were to be allowed to retain private respondent's payments and at the same time appropriate DEVELOPER to the OWNER as provided for in this agreement shall be deem
the proceeds of the second sale to another. favor of the OWNER, resulting to waiver of DEVELOPER'S rights, if any, with r
Applying the clear language of the law and the consistent jurisprudence on the matter, therefore, the If this Court recognized the right of the parties to stipulate on an extrajudic
Court rules that rescission under Article 1191 in the present case, carries with it the corresponding 1191, there is no reason why this Court will not allow the parties to stipulate
obligation of restitution.[47] (Citations omitted) in case of such rescission under Book IV, Title VIII, Chapter 3, Section 2 o
liquidated damages.[49] (Citations omitted)
Contrary to respondent's assertion, mutual restitution under Article 1191 is, however, no license for the
negation of contractually stipulated liquidated damages. We see no reason for departing from this. It is true that Laperal involved ex
this case involves rescission through judicial action. The distinction betwee
Article 1191 itself clearly states that the options of rescission and specific performance come with "with rescission is in how extrajudicial rescission is possible only when the contract
the payment of damages in either case." The very same breach or delay in performance that triggers to that effect.[50] This distinction does not diminish the rights of a contracting
rescission is what makes damages due. the Civil Code and is immaterial for purposes of the availability of liquidated d
When the contracting parties, by their own free acts of will, agreed on what these damages ought to be, To sustain respondent's claim would be to sustain an absurdity and an injus
they established the law between themselves. Their contemplation of the consequences proper in the suggests that with rescission must necessarily come the obliteration of the pu
event of a breach has been articulated. When courts are, thereafter, confronted with the need to award to begin with, was the product of its own (along with the other contracting p
damages in tandem with rescission, courts must not lose sight of how the parties have explicitly stated, turns delinquency into a profitable enterprise, enabling contractual breach
in their own language, these consequences. To uphold both Article 1191 of the Civil Code and the parties' evading its own fallout. It is a position we cannot tolerate.
will, contractually stipulated liquidated damages must, as a rule,[48] be maintained.
II
What respondent purports to be the ensuing nullification of liquidated damages is not a novel question in
jurisprudence. This matter has been settled, and respondent's position has been rebuked. In Laperal: In calibrating the amount of liquidated damages, the Court of Appeals r
supposedly attempted to rectify things "by offering to [petitioner] new spec
This notwithstanding, the Court does not agree with the Court of Appeals that, as a consequence of the per unit;; and expressed willingness to shoulder the difference between the o
obligation of mutual restitution in this case, petitioners should return the amount of P5,200,833.27 to contract) of P2,900,000.00 per unit and the price corresponding to the new s
respondent.
As underscored by petitioner, however, this offer was inconsequential an
Article 1191 states that "the injured party may choose between fulfillment and rescission of the obligation, predicament it found itself in.
with the payment of damages in either case." In other words, while petitioners are indeed obliged to
return the said amount to respondent under Article 1385, assuming said figure is correct, respondent is Petitioner already suffered damage by respondent's mere delay. Philippine
at the same time liable to petitioners in the same amount as liquidated damages by virtue of the Director General Lilia B. De Lima's internal memorandum to its Board of Direc
forfeiture/penalty clause as freely stipulated upon by the parties in the Addendum, paragraphs 1 and 2 at the time, the specific urgency of obtaining fire trucks:
of which respectively read:
1. With the increase in the number of locator-enterprises at the regular z
WHEREAS, included as part of said agreement are the following: additional units of fire trucks to address any eventuality. The onset of the E
makes it imperative that PEZA be more prepared.
O B L I G A T I O N S
&
C O N T R A C T S
C a s e s
B a t c
2. At present, there are only six (6) units of serviceable fire trucks distributed as follows: Liquidated damages are those that the parties agree to be paid in case of
amount agreed upon answers for damages suffered by the owner due to dela
Bataan EZ 2 project. Under Philippine laws, these damages take the nature of penalties. A p
Baguio City EZ 1 undertaking to assume greater liability in case of a breach. It is attached t
Cavite EZ 1 ensure performance.[56] (Citations omitted)
Mactan EZ 2[52] (Emphasis supplied)
Respondent cannot now balk at the natural result of its own breach. As for th
The Court of Appeals itself recognized that "time was of the essence when the contract . . . was awarded it to be in error in frustrating the express terms of the contract that respond
to [respondent] and the non-compliance therewith exposed [petitioner's] operations [at] risk."[53] be awarded to it. The exigencies that impelled petitioner to obtain fire truc
respondent to act with dispatch. Instead, it dragged its feet, left petitioner w
Respondent's attempt at rectification came too late and under such circumstances that petitioner was no addressing the very emergencies that engendered the need for fire trucks, an
longer even in a position to accept respondent's offer. As petitioner notes, by the time respondent made enforce its rights.
its offer, the Complaint for rescission and damages had already been filed before the Regional-Trial Court
of Pasay City.[54] If at all, the offer was nothing more than a belated reaction to undercut litigation. WHEREFORE, the Petition is GRANTED. The assailed May 2, 2008 Decisio
Resolution of the Court of Appeals in CA G.R. CV No. 86406 are REVERS
By the time respondent made its attempt at rectification, petitioner was no longer capable of Decision dated November 2, 2005 of Branch 108 of the Regional Trial Court
accommodating contractual modifications. Jurisprudence has established the impropriety of modifying No. 00-0343 is REINSTATED.
awarded contracts that were previously subjected to public bidding, such as that between petitioner and
respondent: SO ORDERED.
An essential element of a publicly bidded contract is that all bidders must be on equal footing. Not simply Brion,** (Acting Chairperson), Del Castillo, and Men
in terms of application of the procedural rules and regulations imposed by the relevant government Carpio, J., on official leave.
agency, but more importantly, on the contract bidded upon. Each bidder must be able to bid on the same
thing. The rationale is obvious. If the winning bidder is allowed to later include or modify certain provisions Petition granted, judgment and resolution reversed and set aside.
in the contract awarded such that the contract is altered in any material respect, then the essence of fair
competition in the public bidding is destroyed. A public bidding would indeed be a farce if after the Notes.—A substantial breach of a reciprocal obligation like failure to pay
contract is awarded, the winning bidder may modify the contract and include provisions which are prescribed by the contract entitles the injured party to rescind the obligation. (
favorable to it that were not previously made available to the other bidders. Thus: vs. World Class Properties, Inc., 614 SCRA 75 [2010])
It is inherent in public biddings that there shall be a fair competition among the bidders. The specifications A case for rescission or annulment of contract is not susceptible of pecuniary
in such biddings provide the common ground or basis for the bidders. The specifications should, eventually result in the recovery of real property;; In determining whether a
accordingly, operate equally or indiscriminately upon all bidders. matter of which is not capable of pecuniary estimation, this Court has ad
ascertaining the nature of the principal action or remedy sought;; Determinatio
The same rule was restated by Chief Justice Stuart of the Supreme Court of Minnesota: to-case basis, depending on the facts and circumstances of each. (Home Gu
Builders, Inc., 652 SCRA 649 [2011])
The law is well settled that where, as in this case, municipal authorities can only let a contract for public
work to the lowest responsible bidder, the proposals and specifications therefore must be so framed as
to permit free and full competition. Nor can they enter into a contract with the best bidder containing
substantial provisions beneficial to him, not included or contemplated in the terms and specifications upon ——o0o——
which the bids were invited.[55] (Emphasis supplied)
By definition, liquidated damages are a penalty, meant to impress upon defaulting obligors
the graver consequences of their own culpability. Liquidated damages must necessarily make non-
compliance more cumbersome than compliance. Otherwise, contracts might as well make no threat of a
penalty at all: