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BPI vs.

Intermediate Appellate Court GR# L-66826,

August 19, 1988
Rizaldy T. Zshornack and his wife maintained in COMTRUST a dollar savings
account and a peso current account. An application for a dollar drat was
accomplished by Virgillo Garcia branch manager of COMTRUST payable to a
certain Leovigilda Dizon. In the PPLICtion, Garcia indicated that the amount was to
be charged to the dolar savings account of the Zshornacks. There wasa no
indication of the name of the purchaser of the dollar draft. Comtrust issued a check
payable to the order of Dizon. When Zshornack noticed the withdrawal from his
account, he demanded an explainaiton from the bank. In its answer, Comtrust
claimed that the peso value of the withdrawal was given to Atty. Ernesto Zshornack,
brother of Rizaldy. When he encashed with COMTRUST a cashiers check for P8450
issued by the manila banking corporation payable to Ernesto.
Issue: Whether the contract between petitioner and respondent bank is a deposit?
Held: The document which embodies the contract states that the US$3,000.00 was
received by the bank for safekeeping. The subsequent acts of the parties also show
that the intent of the parties was really for the bank to safely keep the dollars and to
return it to Zshornack at a later time. Thus, Zshornack demanded the return of the
money on May 10, 1976, or over five months later.
The above arrangement is that contract defined under Article 1962, New Civil Code,
which reads:
Art. 1962. A deposit is constituted from the moment a person receives a thing
belonging to another, with the obligation of safely keeping it and of returning the
same. If the safekeeping of the thing delivered is not the principal purpose of the
contract, there is no deposit but some other contract.
Quoted hereunder, for your information, is a resolution of this Court dated FEB 21

G.R. No. 160544 (Triple-V Food Services, Inc. vs. Filipino Merchants Insurance
Company, Inc.)
Assailed in this petition for review on certiorari is the decision [1] dated October 21, 2003
of the Court of Appeals in CA-G.R. CV No. 71223, affirming an earlier decision of the
Regional Trial Court at Makati City, Branch 148, in its Civil Case No. 98-838, an action
for damages thereat filed by respondent Filipino Merchants Insurance, Company, Inc.,
against the herein petitioner, Triple-V Food Services, Inc.

On March 2, 1997, at around 2:15 o'clock in the afternoon, a certain Mary Jo-Anne De
Asis (De Asis) dined at petitioner's Kamayan Restaurant at 15 West Avenue, Quezon
City. De Asis was using a Mitsubishi Galant Super Saloon Model 1995 with plate number
UBU 955, assigned to her by her employer Crispa Textile Inc. (Crispa). On said date, De
Asis availed of the valet parking service of petitioner and entrusted her car key to
petitioner's valet counter. A corresponding parking ticket was issued as receipt for the
car. The car was then parked by petitioner's valet attendant, a certain Madridano, at the
designated parking area. Few minutes later, Madridano noticed that the car was not in
its parking slot and its key no longer in the box where valet attendants usually keep the
keys of cars entrusted to them. The car was never recovered. Thereafter, Crispa filed a
claim against its insurer, herein respondent Filipino Merchants Insurance Company, Inc.
(FMICI). Having indemnified Crispa in the amount of P669.500 for the loss of the
subject vehicle, FMICI, as subrogee to Crispa's rights, filed with the RTC at Makati City
an action for damages against petitioner Triple-V Food Services, Inc., thereat docketed
as Civil Case No. 98-838 which was raffled to Branch 148.
In its answer, petitioner argued that the complaint failed to aver facts to support the
allegations of recklessness and negligence committed in the safekeeping and custody of
the subject vehicle, claiming that it and its employees wasted no time in ascertaining
the loss of the car and in informing De Asis of the discovery of the loss. Petitioner
further argued that in accepting the complimentary valet parking service, De Asis
received a parking ticket whereunder it is so provided that "[Management and staff will
not be responsible for any loss of or damage incurred on the vehicle nor of valuables
contained therein", a provision which, to petitioner's mind, is an explicit waiver of any
right to claim indemnity for the loss of the car; and that De Asis knowingly assumed the
risk of loss when she allowed petitioner to park her vehicle, adding that its valet parking
service did not include extending a contract of insurance or warranty for the loss of the
During trial, petitioner challenged FMICI's subrogation to Crispa's right to file a claim for
the loss of the car, arguing that theft is not a risk insured against under FMICI's
Insurance Policy No. PC-5975 for the subject vehicle.
In a decision dated June 22, 2001, the trial court rendered judgment for respondent
FMICI, thus:

WHEREFORE, premises considered, judgment is hereby rendered in favor of the plaintiff

(FMICI) and against the defendant Triple V (herein petitioner) and the latter is hereby
ordered to pay plaintiff the following:
1. The amount of P669,500.00, representing actual damages plus compounded (sic);
2. The amount of P30,000.00 as acceptance fee plus the amount equal to 25% of the
total amount due as attorney's fees;
3. The amount of P50,000.00 as exemplary damages;
4. Plus, cost of suit.
Defendant Triple V is not therefore precluded from taking appropriate action against
defendant Armando Madridano.
Obviously displeased, petitioner appealed to the Court of Appeals reiterating its
argument that it was not a depositary of the subject car and that it exercised due
diligence and prudence in the safe keeping of the vehicle, in handling the car-napping
incident and in the supervision of its employees. It further argued that there was no
valid subrogation of rights between Crispa and respondent FMICI.
In a decision dated October 21, 2003, [2] the Court of Appeals dismissed petitioner's
appeal and affirmed the appealed decision of the trial court, thus:

WHEREFORE, based on the foregoing premises, the instant appeal is hereby

DISMISSED. Accordingly, the assailed June 22, 2001 Decision of the RTC of Makati City
- Branch 148 in Civil Case No. 98-838 is AFFIRMED.
In so dismissing the appeal and affirming the appealed decision, the appellate court
agreed with the findings and conclusions of the trial court that: (a) petitioner was a
depositary of the subject vehicle; (b) petitioner was negligent in its duties as a
depositary thereof and as an employer of the valet attendant; and (c) there was a valid
subrogation of rights between Crispa and respondent FMICI.
Hence, petitioner's present recourse.
We agree with the two (2) courts below.

When De Asis entrusted the car in question to petitioners valet attendant while eating
at petitioner's Kamayan Restaurant, the former expected the car's safe return at the
end of her meal. Thus, petitioner was constituted as a depositary of the same car.
Petitioner cannot evade liability by arguing that neither a contract of deposit nor that of
insurance, guaranty or surety for the loss of the car was constituted when De Asis
availed of its free valet parking service.
In a contract of deposit, a person receives an object belonging to another with the
obligation of safely keeping it and returning the same. [3] A deposit may be constituted
even without any consideration. It is not necessary that the depositary receives a fee
before it becomes obligated to keep the item entrusted for safekeeping and to return it
later to the depositor.

Specious is petitioner's insistence that the valet parking claim stub it issued to De Asis
contains a clear exclusion of its liability and operates as an explicit waiver by the
customer of any right to claim indemnity for any loss of or damage to the vehicle.
The parking claim stub embodying the terms and conditions of the parking, including
that of relieving petitioner from any loss or damage to the car, is essentially a contract
of adhesion, drafted and prepared as it is by the petitioner alone with no participation
whatsoever on the part of the customers, like De Asis, who merely adheres to the
printed stipulations therein appearing. While contracts of adhesion are not void in
themselves, yet this Court will not hesitate to rule out blind adherence thereto if they
prove to be one-sided under the attendant facts and circumstances. [4]

Hence, and as aptly pointed out by the Court of Appeals, petitioner must not be allowed
to use its parking claim stub's exclusionary stipulation as a shield from any
responsibility for any loss or damage to vehicles or to the valuables contained therein.
Here, it is evident that De Asis deposited the car in question with the petitioner as part
of the latter's enticement for customers by providing them a safe parking space within
the vicinity of its restaurant. In a very real sense, a safe parking space is an added
attraction to petitioner's restaurant business because customers are thereby somehow
assured that their vehicle are safely kept, rather than parking them elsewhere at their
own risk. Having entrusted the subject car to petitioner's valet attendant, customer De
Asis, like all of petitioner's customers, fully expects the security of her car while at
petitioner's premises/designated parking areas and its safe return at the end of her visit
at petitioner's restaurant.
Petitioner's argument that there was no valid subrogation of rights between Crispa and
FMICI because theft was not a risk insured against under FMICI's Insurance Policy No.
PC-5975 holds no water.
Insurance Policy No. PC-5975 which respondent FMICI issued to Crispa contains, among
others things, the following item: "Insured's Estimate of Value of Scheduled

Vehicle- P800.000".[5] On the basis of such item, the trial court concluded that the
coverage includes a full comprehensive insurance of the vehicle in case of damage or
loss. Besides, Crispa paid a premium of P10,304 to cover theft. This is clearly shown in
the breakdown of premiums in the same policy.[6] Thus, having indemnified CRISPA for
the stolen car, FMICI, as correctly ruled by the trial court and the Court of Appeals, was
properly subrogated to Crispa's rights against petitioner, pursuant to Article 2207 of the
New Civil Code[7].


Anent the trial court's findings of negligence on the part of the petitioner, which findings
were affirmed by the appellate court, we have consistently ruled that findings of facts of
trial courts, more so when affirmed, as here, by the Court of Appeals, are conclusive on
this Court unless the trial court itself ignored, overlooked or misconstrued facts and
circumstances which, if considered, warrant a reversal of the outcome of the case.
This is not so in the case at bar. For, we have ourselves reviewed the records and
find no justification to deviate from the trial court's findings.

WHEREFORE, petition is hereby DENIED DUE COURSE.



CA Agro (through its President, Aguirre) and spouses Pugao

entered into an agreement whereby the former purchased two parcels of land
for P350, 525 with a P75, 725 down payment while the balance was covered by
three (3) postdated checks. Among the terms embodied in a Memorandum of
True and Actual Agreement of Sale of Land were that titles to the lots shall be
transferred to the petitioner upon full payment of the purchase price and that
the owners copies of the certificates of titles thereto shall be deposited in a
safety deposit box of any bank. The same could be withdrawn only upon the
joint signatures of a representative of the petitioner upon full payment of the
purchase price. They then rented Safety Deposit box of private respondent
Security Bank and Trust Company (SBTC). For this purpose, both signed a
contract of lease which contains the following conditions:
13. The bank is not a depositary of the contents of the safe and it has
neither the possession nor control of the same.
14. The bank has no interest whatsoever in said contents, except herein
expressly provided, and it assumes absolutely no liability in connection

After the execution of the contract, two (2) renters key were given to Aguirre,
and Pugaos. A key guard remained with the bank. The safety deposit box has
two key holes and can be opened with the use of both keys. Petitioner claims
that the CTC were placed inside the said box.
Thereafter, a certain Mrs. Ramos offered to buy from the petitioner the two (2)
lots at a price of P225 per sqm. Mrs. Ramose demanded the execution of a deed
of sale which necessarily entailed the production of the CTC. Aguirre and
Pugaos then proceeded to the bank to open the safety deposit box. However,
when opened in the presence of banks representative, the box yielded no
certificates. Because of the delay in reconstitution of title, Mrs. Ramos
withdrew her earlier offer and as a consequence petitioner failed to realize the
expected profit of P280 , 500. Hence, the latter filed a complaint for damages.
RTC: Dismissed the complaint
CA: Affirmed

Whether or not the contractual relation between a commercial bank and

another party in the contract of rent of a safety deposit box is one of bailor and
The contract in the case at bar is a special kind of deposit. It cannot be
characterized as an ordinary contract of lease under Article 1643 because the
full and absolute possession and control of the safety deposit box was not given
to the joint renters the petitioner and Pugaos.
American Jurisprudence:
The prevailing rule is that the relation between a bank renting out safedeposit boxes and its customer with respect to the contents of the box is that of
a bail or bailee, the bailment being for hire and mutual benefit.
Our provisions on safety deposit boxes are governed by Section 72 (a) of
the General Banking Act, and this primary function is still found within the
parameters of a contract of deposit like the receiving in custody of funds,
documents and other valuable objects for safekeeping. The renting out of the
safety deposit boxes is not independent from, but related to or in conjunction
with, this principal function. Thus, depositarys liability is governed by our civil
code rules on obligation and contracts, and thus the SBTC would be liable if, in

performing its obligation, it is found guilty of fraud, negligence, delay or

contravention of the tenor of the agreement.