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BPI FAMILY SAVINGS v.

ST MICHAEL MEDICAL CENTER The failure of the rehabilitation to set forth the said items means that
the Rehabilitation Plan was unsubstantiated – insufficient to decree
SPOUSES RODIL – owner of St. Michael Hospital; sole proprietor SMMCI’s rehabilitation
• Purchased 2 parcels of land, incorporated SMMCI
o They planned to eventually consolidate St. Not only has the petitioning debtor failed to show that it has formally
Michael Hospital’s operations began its operations, but also it has failed to show compliance with
• SMMCI – loaned 35M from BPI to finance costs of the key requirements under the Rules
construction of the new hospital building (building
estimated to cost 100M)
o Secured by a REM over 3 parcels of land WONDER BOOK CORP. v. PH BANK OF COMMUNICATIONS
belonging to Sps. Rodil
• SMMCI and Sps. Rodil agreed to be co-borrowers on the Wonder book – domestic corp, engaged in business of retailing
loan, executed & signed a promissory note books and school and office supplies and other related items
• BPI – filed for foreclosure; auction sale was postponed § Together with 8 other corporations, collectively known as
• 2010 – SMMCI filed a petition for Corporate Rehabilitation Limtong Group of Companies (LGC) – filed a petition for
• SMMCI claims: rehabilitation
o Had to defer construction due to problems with o Approved
contractor and rise of cost of materials
o More than 66M had been spent for the Wonder book filed its own petition for rehabilitation because of:
construction; amount came from personal funs § High interest rates and charges imposed by creditors
of Sps. Rodil and/or income generated by St. § Low demand for gift items and greeting cards due to
Michael cellular phones and economic recession
§ Since SMMCI was neither operational § Competition posed by other stores
nor earning revenues, it can only pay § Fire that destroyed its inventories worth 246M, insured but
interest on the BPI family loan not yet collected
o St. Michael was saddled with the burden of
paying the loan obligation to BPI PBCOM filed opposition
• SMMCI sought to defer foreclosure and agree to a § Wonder Book is insolvent and cannot be rehabilitated
moratorium of at least 2 years § No guaranty that the insurance claim will be paid
• RTC: approved rehabilitation plan – ordered 5 year § Sales and marketing plan does not discuss how sales and
moratorium, restructuring and payment of obligations, marketing will be carried out that strategies might not
programmed spending, use of fresh capital produce profits
• CA: affirmed RTC
RTC: approved plan; PBCOM filed petition for review
ISSUE: W/N CA correctly affirmed SMMCI’s Rehabilitation Plan
CA: granted petition for review
HELD: § Total assets of Wonderbook is 144.9M while liabilities
Rehabilitation assumes that the corporation has been operational but totaled to 306M – Wonderbook was in terrible financial
for some reasons had become distressed or insolvent. In this case it condition; it has 2.11 pesos debt for every peso of asset
cannot be said that SMMCI had been in a position of successful
operation and solvency at the time the Rehabilitation Petition was ISSUE: W/N the CA was correct in dismissing
filed. SMMCI admits that it has not formally operated nor earned any
income since its incorporation – This means that THERE IS NO HELD:
VIABLE BUSINESS TO BE RESTORED – REMEDY OF
REHABILITATION IS IMPROPER. Yes, Rehabilitation is not the proper remedy for Wonder Book’s dire
financial condition. Rehabilitation contemplates a continuance of
SMMCI did not comply with the form and substance of a proper corporate life in an effort to restore and reinstate it to its former
rehabilitation petition – did not submit the required financial position of successful operation. Rehabilitation is available to a
statements. While SMMCI claims that it would absorb St. Michael’s corporation who, while illiquid, has assets that can generate more
operations – there was no evidence that a merger was already cash if used in its daily operations than sold.
agreed upon. The petition should not have been given due course. § Liquidity issues can be addressed by a practicable
SMMCI failed to comply with the fundamental requisites of a business plan
MATERIAL FINANCIAL COMMITMENT TO SUPPORT THE
REHABILITATION PLAN AND A LIQUIDATION ANALYSIS. This remedy should be denied to corporations whose insolvency
§ Material financial commitment – includes voluntary seems to be irreversible and whose sole purpose is to delay the
undertakings of the stockholders or the would-be investors enforcement of any rights of the creditors which is obvious in the
of the debtor– corporation INDICATING THEIR following:
READINESS, WILLINGNESS AND ABILITY TO § Absence of (sound and workable) business plan
CONTRIBUTE FUNDS OR PROPERTY TO GUARANTEE § Baseless assumptions
THE CONTINUES SUCCESSFUL OPERATION OF THE § Speculative capital infusion or complete lack thereof for
DEBTOR CORPORATION DURING THE PERIOD OF the execution of business plan
REHABILITATION § Cash flow cannot sustain daily operations
§ Liquidation analysis – With no SMMCI financial statement § Negative net worth and assets near full depreciation
of record, it is unclear to the Court what assets it
possesses in order to determine the values to be derived if Wonder book financial statues:
liquidation had to be had. This prevents the court from 1. Assets 144M; liabilities 306M
ascertaining if the petitioning debtor’s creditors can 2. 72% of current assets turnover rate is 73 days; cannot be
recover by way of present value of payments projected in relied on for quick cash flow
the plan, more if the debtor continues as going concern 3. 77% of current assets comprised of deferred tax assets –
than if its immediately liquidated. may only be used to decrease tax liability not increase of
capital
4. Property and equipment only 2% of non-current assets
a. Consist largely of personal properties – certain to AO-AS v. CA
depreciate over time
Ao-As group filed for accounting and damages with prayer for
VIVA SHIPPING LINES v. KEPPEL PH MARINE preliminary injunction and appointment of a management committee
– it strongly pointed to evidence, which clearly showed dissipation,
Viva Shipping lines filed a petition for CORPORATE wastage and loss of LCP funds and assets:
REHABILITATION before the RTC of Lucena City § Anomaly concerning the sale of the land and the purchase
of another land in La Trinidad
In its amended petition – o Proceeds were unliquidated
§ Viva claimed to own and operate 19 maritime vessels and § Unliquidated cash advances and unaccounted funds
Ocean Palace Mall § Purchase of Leyte Land in the name of respondent
§ Total properties’ assessed value at about 45M Saquilayan with LCP funds
These allegations were contrary to the attached documents § Severance of partner0church relationship between the LCP
§ Only 2 maritime vessels and the Lutheran Church
§ FMV or assets amounted to 447M § Taking of LCP Books of Account
§ Some properties already encumbered o Respondnet Batong, members of the LCP Board
§ Only 147M were free assets and about 15 armed guards barged into the
§ Declared debts amounting to 220M premises of the LCP in Sta. Mesa Manila and
removed all official records and documents of
Viva stated that – LCP
§ Devaluation of peso
§ Increased competition SEC –
§ Mismanagement of business Sept: 1992: issued an order creating a management committee
Made it difficult to pay its debts as they become due. Oct 1992: ordered issuance of a writ of preliminary injunction
prohibiting the Batong group from acting as board of directors or
RTC: found petition sufficient in form and substance officers of LCP & from holding any convention or membership
October 2006 – RTC lifted the stay order and dismissed the amended meeting as well as election of members of the board.
petition for failure to show the company’s viability and feasibility
of rehabilitation The Batong group alleges that the management committee carried
out ultra vires acts.
CA: dismissed Viva’s petition for review –
§ Viva failed to implead its creditors as respondents ISSUE: W/N the creation of a management committee is warranted
§ Impleaded only the presiding judge
§ Did not serve a copy of the petition to its former employees HELD:
or their counsels No, all the grounds relied upon pertain to past delinquencies for
ISSUE: Whether the denial of the petition for review was proper which there are other available remedies such as accounting and
reconveyance.
HELD:
When rehabilitation will not result in a better value recovery for the The Ao-As group did not allege any present or imminent loss or
creditors, the more appropriate remedy is liquidation. Liquidation is destruction of LSP properties and assets. It merely expresses a
diametrically opposed to rehabilitation. Both cannot be undertaken at general apprehension for possible mismanagement by respondent on
the same time. In liquidation, corporations preserve their assets in the basis of the past transactions.
order to sell them. The proceeds of the sale are distributed equitable
among creditors, and surplus is divided or losses are re-allocated. WHERE THE CORPORATION IS SOLVENT, A RECEIVER WILL
NOT BE APPOINTED BECAUSE OF PAST MISCONDUCT AND
Since the RTC acted on Viva’s amended petition before FRIA was APPREHENSION OF A FUTURE MISDOING – WHERE THE
enacted, PD 902-A and the Interim Rules of Procedure on Corporate PRESENT SITUATION AND THE PROSPECTS FOR THE FUTURE
Rehabilitation were applied to this case. ARE NOT SUCH AS TO WARRANT A RECEIVERSHIP

The RTC already observed the liberality contemplated by the Interim A management committee should not be created when there was an
Rules. Viva was not penalized for its non-compliance with the court’s adequate remedy available to private respondents for the liquidation
order to produce relevant documents. On appeal, Viva still did not of unaccounted funds. Refusal to allow stockholders to examine
comply with some of the requirements. The CA correctly dismissed books of the company is not a ground for appointing a receiver since
Viva’s petition as a consequence of non-compliance with procedural there are other adequate remedies, such as a writ of mandamus.
rules.
Appointment of a receiver for a going corporation is a last remedy
A corporate rehabilitation cannot be decided without the creditors’ and should not be employed when another remedy is available.
participation. The courts will not be able to balance the interests if
the creditors are not parties to the case. Liberality in corporate LINGKOD MANGGAGAWA SA RUBBERWORLD v.
rehabilitation generally refers to the trial court and not to the RUBBERWORLD PH
proceedings before the appellate court.

The RTC correctly dismissed the amended petition for corporate


Lingkod Manggagawa (LM) – labor union; employees of Rubberworld
rehabilitation – finding that rehabilitation is no longer viable for Viva.
PH
Proceedings are deemed terminated upon the trial court’s
disapproval of a rehabilitation plan.
August 1994: Rubberworld filed with DOLE a notice of temporary
partial shutdown due to severe financial crisis – announcing
FRIA emphasizes on rehabilitation that provides for better present
actual shutdown to take effect on September 1994
value recovery for its creditors. It is unfair if the creditor merely
receives the face value of the debt. Present value takes into account
the interest that the amount of money would have earned.
KM filed a complaint for ULP, illegal shutdown and non-payment of § NNC’s M/V St. Peter was levied upon by the Sheriff by
salaries & separation pay virtue of the attachment granted by the RTC Cebu

While the complaint was pending with the Labor Arbiter 17 days after the levy, NCC filed a petition for Corporate
§ Rubberworld filed with the SEC a petition for declaration Rehabilitation with Prayer for Suspension of Payments (Manila
of a state of suspension of payments with proposed RTC)
rehabilitation plan § Granted with a corresponding Stay Order
§ Granted § NNC filed a motion to suspend proceedings and to lift
§ Notwithstanding the grant, Labor Arbiter went ahead with PA
the ULP case and rendered his decision in favor of the
union THI filed amended complaint – impleading more of the vessels to be
attached
Rubberworld appealed to the NLRC § RTC admitted the complaint
§ Posted appeal bond of 500K but the bond was fixed at
27.5M NNC’s receiver filed a motion for clarification to confirm if the claims
o Despite opposition, the NLRC required the sought to be enforced are covered by the Stay Order
corporation to upgrade its bond § Since the law did not distinguish which claims would be
o With a warning that failure to do so shall result in stayed, all claims are stayed
the dismissal of its appeal for non-perfection § NNC filed a motion to suspend proceedings of Cebu RTC
§ CA: ordered suspension of the orders of the Manila RTC
April 1998: SEC declared Rubberworld as dissolved and lifted its
suspension order ISSUE: W/N CA erred in restraining the orders of the Manila RTC

August 1995: a writ of execution was issued in favor of petitioner HELD:


§ Rubberworld filed an Urgent Omnibus Motion to declare The maritime lien of THI was not impaired by the stay order and the
null and void the execution/garnishment made pursuant to rehabilitation NNC was going through
the writ § Rehabilitation being a process undertaken to rescue the
§ CA admitted the petition and supplement thereto debtor company, necessitates that all debts be first
suspended to give way to rehabilitation
Petitioners’ arguments: § The preferred status of the maritime lien is not diminished,
§ Decision of the Labor Arbiter, affirmatory decision of the it is merely suspended during the rehabilitation
NLRC and the dismissal of Rubberworld’s appeal, as well proceedings
as writ of execution – can no longer be annulled – final and
executory There is no error since no conflict arises between the law on the
§ No appeal from the decision of the Labor Arbiter was ever maritime lien and the law on rehabilitation of companies
perfected due to failure to upgrade bond § The Manila RTC merely suspended the proceedings of the
§ Hence, CA acted with grave abuse of discretion admiralty case in Cebu – it did not divest the RTC of Cebu
§ It was also contended that the suspension order will not of its jurisdiction –Maritime lien may still be enforced upon
apply because the proceedings were no longer pending as the termination of rehabilitation
they have attained finality by failure of respondents to
perfect an appeal
THI’s argument is without merit since it cited cases upholding the
ISSUE: W/N the suspension order applies to pending proceedings in preference of maritime liens in cases of bankruptcy and
the NLRC reorganization – which is not the case in rehabilitation
§ Allowing enforcement of the lien while rehabilitation is
HELD: ongoing is in direct violation of PD 902-A
Upon the creation of a management committee, ALL CLAIMS FOR
ACTIONS SHALL BE SUSPENSED ACCORDINGLY no exception in GARCIA v. PAL
favor of labor claims.
Dumago & Garcia – ees of PAL assigned in PAL Technical Center
The Labor Arbiter violated PD 902-A which mandates the suspension § 1995 – Pal Security & NBI raided the Toolroom of PAL
of all actions for claims against a corporation placed under a Technical Center – found petitioners, with 4 others
management committee by the SEC – thus, the proceedings before § They found shabu inside the locker of Broas, who was also
the Labor Arbiter and the order and writ subsequently issued by the within the vicinity
NLRC are null and void. The decision of the Labor Arbiter & NLRC § 6 ees were brought to the NBI – charged administratively
could not have achieved a final and executory status.
Petitioners denied the allegations
NEGROS NAVIGATION v. CA § Dumago – he was there to request for an allen wrench
§ Garcia – he was there to inquire where he can take a tire
Negros Navigation Co. (NNC) – engaged in transporting through its for vulcanizing
shipping vessels, persons and cargo within the country. o Both were dismissed
Tsuneishi Heavy Industries (THI) – builds ships and repairs § Filed a case for illegal dismissal and
damages

NNC engaged the services of THI for the repair of its vessels SEC placed PAL under an Interim Rehabilitation Receiver due to
§ NNC did not pay upon completion of the work severe financial losses
§ THI filed a case for collection of sum of money and
damages Labor Arbiter – ruled in favor of petitioners; found respondents guilty
o + Writ of preliminary attachment on the basis of of illegal dismissal and ordered them to reinstate complainants and
its repairman’s lien pay backwages and damages

RTC: ruled in favor THI – granted the attachment NLRC – reversed LA; dismissed the case for lack of merit
• CA: Approval by the SEC of the rehabilitation plan and
LA issued a writ of execution on the REINSTATEMENT ASPECT of appointment of receiver caused the suspension of the
his decision and issued a notice of garnishment addressed to the proceedings
President of Allied Bank o Complaint for rescission and damages is a claim
§ PAL moved to lift the Notice of Garnishment wile under the SEC Reorganization Act or Interim
petitioners moved for the release of the garnished amount Rules of Procedure on Corporate Rehabilitation
o Writ of Execution and Notice of Garnishment – because it sought to enforce a pecuniary
valid demand, therefore:
o Instant action is suspended & referred to § Jurisdiction lies with the SEC
Receiver of PAL § ASBDC was obliged to deliver the
property in December 1999 but its
CA: LA issued writ of execution and the notice of garnishment financial reverses warranted the
without jurisdiction extension of the period
§ NLRC erred in upholding its validity
§ Since PAL was under receivership, it could not have ISSUES:
possible reinstated petitioners • W/N SEC has jurisdiction over the petitioner’s complaint –
§ Stay of execution warranted by the fact that PAL was YES
under rehabilitation • W/N the corporate rehabilitation plan and appointment of
receiver had the effect of suspending the proceeding in the
ISSUE: Are petitioners entitled to execution of the LA’s order? NO HLURB – YES
• W/N CA committed reversible error in ruling that
Upon appointment by SEC of a rehabilitation receiver, ALL ACTIONS respondent is justified in extending the date of delivery due
FOR CLAIMS AGAINST THE CORPORATION PENDING BEFORE to financial constraints. – NO
ANY COURT ARE SUSPENDED
§ To enable the receiver to effectively exercise his powers HELD:
free from any judicial or extra-judicial interference • Purpose of suspension: prevent a creditor from obtaining
§ Suspension embraces all phases of the suit, be it before an advantage or preference over another and to protect
the trial court or any tribunal and preserve rights of party litigants as well the interest of
§ No action may be taken including the rendition of judgment the investing public or creditors
during the state of suspension o Suspension is intended to give enough breathing
§ The actions that are suspended cover all claims against the space for the rehabilitation receiver to make the
corporation – no exception in favor of labor claims business viable again
o Suspension enables the rehabilitation receiver to
The LA, NLRC as well as CA should have abstained from resolving exercise his powers free from any judicial or
petitioner’s case for illegal dismissal and should instead have extra-judicial interference that might hinder the
directed them before PAL’s receiver rescue of the company
• It is necessary to determine whether the complaint is a
SOBREJUANITE v. ASBDC claim within the contemplation of PD 902-A
o The interim rules define a claim as referring
• Sps. Sobrejuanite filed against ASBDC before the HLURB to all claims or demands, of whatever nature or
a complaint for: character against a debtor or its property,
o Rescission of contract whether for money or otherwise. The definition is
o Refund of payments all-encompassing as it refers to all actions
o Damages whether for money or otherwise. There are no
• Sobrejuanite alleged that they entered into a CONTRACT distinctions or exemptions
TO SELL with ASBDC over a Condominium unit and a • Clearly then, the complaint is a claim as defined under the
parking space Interim Rules of Procedure on Corporate Rehabilitation
• Despite full payment, ABSDC failed to deliver the property o As such, HLURB arbiter should have suspended
on the date agreed the proceedings upon approval by the SEC of
• ABSDC filed a motion to dismiss or suspend proceedings the rehabilitation plan
in view of the approval by the SEC of the REHABILITAION o Even execution of final judgments may be held in
PLAN of the ASB group of Companies abeyance when a corporation is under
o HLURB denied the motion rehabilitation
• Arbiter fouund that: o By allowing the proceedings to proceed, the
o ABSDC should have delivered the property to HLURB arbiter unwittingly gave undue
Sobrejuanitie in Dec 1999 preference to Sobrejuanite over the other
o The latter had fully paid their obligations except creditors and claimants of ASBDC
the 50K which should be paid upon completion • Finally, although ASBDC was obliged to deliver the
of the construction property to Sobrejuanite on or before December 1999., the
o Rescission of the contract with damages is same was deemed extended due to the financial reverses
proper experienced by the company. Section 7 of the Contract to
• HLURB Board of Commissioners: affirmed the ruling of the Sell allows the developer to extend the period of delivery
arbiter – The approval of the rehabilitation plan and the on account of causes beyond its control, such as financial
appointment of a rehabilitation receiver by the SEC did not reverses
have the effect of suspending the proceedings before the
HLURB
o It also held that HLURB could properly take MWSS v. DAWAY
cognizance of the case since whatever monetary
award that may be granted by it will be filed as a Feb 1997 – MWSS granted Maynilad under a concession agreement
claim before the rehabilitation receiver
§ A 20 year period to manage, operate, repair, Being solidary, the claims against them can be pursued separately
decommission & refurbish existing MWSS water delivery & from and independently of the rehabilitation case
sewerage services in the West Zone Service Area § Terms of the Irrevocable Standby Letter of Credit do not
§ To secure the concessionaire’s performance, Maynilad was show that the obligations of the banks are not solidary with
required to put up a bond, bank guarantee Maynilad – on the contrary, it issued a bond in favor of
o Maynilad arranged for a 3 year facility with a MWSS a bond for the full and prompt performance of the
number of foreign banks for the issuance of an obligations by the concessionaire
IRREVOCABLE STANDBY LETTER OF CREDIT
§ $120M Except when a letter of credit specifically stipulates otherwise, the
obligation of banks issuing letters of credit are solidary with that of
Maynilad then requested MWSS for a mechanism which would the person requesting for its issuance – being solidary, the letter of
recover the losses incurred and will be incurring as result of the credit is excluded from the jurisdiction of the rehabilitation court
depreciation of the PH peso against US dollar
§ Failing to get such mechanism, Maynilad issued a Force PANLILIO v. RTC
Majeure notice and unilaterally suspended the payment of
the concession fees Petitioners – corporate officers of Silahis International Hotel (SIHI)
§ Filed a petition for suspension of payments and
Parties entered into a MOA rehabilitation
§ Maynilad was allowed to recover foreign exchange losses § RTC – issued an order to stay all the claims against SIHI
under a formula agreed upon o At the time of filing of the petition, there were a
number of criminal charges against the
Maynilad again filed another Force Majeure Notice and since MWSS petitioners – violation of Social Security Act in
could not agree – an amendment of the Concession Agreement was relation to Estafa
made
Petitioners filed a manifestation and motion to suspend pleadings in
November 2002: Maynilad served upon a MWSS a Ntocie of Event of the criminal case
Termination § Stay order should apply to criminal cases
§ Claimed that MWSS failed to comply with its obligations
ISSUE: W/N the stay order issued in Rehabilitation cases applies to
MWSS thereafter submitted a written notice to one of the criminal cases
participating banks that by virtue of Maynilad’s failure to perform its
obligations under the Concession Agreement – it was drawing on the HELD:
Irrevocable Standby Letter of Credit – thereby demanded payment No. The term claim refers to DEBTS OR DEMANDS OF A
§ Prior to this event, Maynilad filed a petition for rehabilitation PECUNIARY NATURE, or the assertion to have money paid. There
which resulted to a STAY ORDER is no reason why criminal proceedings should be suspended during
corporate rehabilitation – since the prime purpose of the criminal
MWSS arguments: action is to punish the offender in order to deter him and others
§ Letter of credit and performance bond – not subject to from committing the same or similar offense, to isolate him from
rehabilitation jurisdiction society, reform and rehabilitate him or in general to maintain
§ Does not involve any asset of Maynilad but only assets of social order
the banks
Maynilad arguments: The prosecution of officers has not bearing on the pending
§ Jurisdiction of the public respondent extends not only to rehabilitation of the corporation especially since they are charged in
the assets of Maynilad but also over persons and assets of their individual capacities. Such being the case, the purpose of the
all those affected by the proceedings law for the issuance of the stay order is not compromised – the
§ Obligations under the Standby Letter of Credit are not rehabilitation receiver is not charged to defend the officers of
solidary & are not exempt from the coverage of the stay the corporation
order
FRIA expressly provides that criminal actions against an
individual officer are not subject to the Stay/Suspension order
ISSUE: W/N the stay order applies to letters of credit
VICTORIO-AQUINO v. PACIFIC PLANS
HELD:
The prohibition does not apply to petitioner as the prohibition is on
enforcement of claims against guarantors or sureties of debtors Pacific Plans – engaged in the business of selling PRE-NEED PLANS
whose obligations are NOT solidary with the debtor – the and educational plans – including PEPTrads (guaranty to pay the
participating banks’ obligation is SOLIDARY with Maynilad planholder the full amount of tuition and other school fees of a
§ The claim is against an entity that Maynilad procured to beneficiary)
answer for its non-performance, not against Maynilad § Petitioner holder of 2 units of Peptrads
§ Respondent’s claim that the banks are not solidarily liable
with the debtor does not find support in jurisprudence Foreseeing the impossibility of meeting its obligations, Pacific Plans
o In an irrevocable letter of credit, the bank filed a Petition for Rehabilitation – praying that it be placed under
undertakes a primary obligation rehabilitation & suspension of payments pursuant to PD 902-A
§ Had more or less 32 peptrads
Letters of credit – developed for the purpose of insuring to a seller § Rehabilitation Court issues a Stay order
payment of a definite amount upon presentation of documents – they o Directing suspension of payments of the
are in effect, absolute undertakings to pay the money advanced or obligations of respondent
the amount for which credit is given on the faith of the instrument o Ordering all creditors and interested parties to
§ They are PRIMARY OBLIGATIONS not accessory file their oppositions
§ Definite undertakings to pay at sight once the documents o Appointed Marcelo as rehabilitation receiver
are presented
Respondent submitted its proposed rehabilitation plan
§ SWAP – essentially give the planholder a means to exit the
Peptrad at terms and conditions relative to a termination
value
§ Rehabilitation Receiver submitted an Alternative
Rehabilitation Plan (ARP_
o Respondent commenced with the
implementation of its ARP

In the mean time, the value of the PH Peso strengthened


§ Respondent submitted manifestation that the continued
appreciation of the PH Peso has grossly affected the value
of the US Dollar NAPOCOR bonds – which stood as
security for the payment of the Net Translated Values of
the Peptrads
§ Rehabilitation receiver manifested to admit the Modified
Rehabilitation Plan (MRP):
o Suspension of tuition support
o Converting PH peso liabilities to US dollar
liabilities
o Payments of the trust fund assets in US dollars
at maturity

Rehabilitation court approved the MRP


§ In view of the cram down power of the rehabilitation court,
courts have the power to approve a rehabilitation plan over
the objection of creditors and even when such
rehabilitation plan involves impairment of contractual
obligations

Petitioner contends that the MRP is ultra vires – reduces original


claim and it was beyond the authority of the court to sanction a
rehabilitation plan or the medication thereof

ISSUE: W/N the rehabilitation court has the authority to sanction a


rehabilitation plan or modification, notwithstanding the objection/s of
creditors

HELD:
Yes, the cram down power maintains that the court may approve a
rehabilitation plan over the objection of creditors if, in its judgment,
the rehabilitation of the debtors is feasible and the opposition is
unreasonable

Criteria for unreasonableness (may objections despite):


1. Rehabilitation plan complies with the requirements
2. RP would provide the objecting class whose present value
projected in the plan would be greater than that which they
would have received if the assets were sold by a liquidator
3. RReceiver recommended approval

Cram down rule is necessary to curb the majority creditors’ tendency


to dictate their own terms and conditions to the rehabilitation, absent
due regard to greater longer benefit of all stakeholders

Notwithstanding rejection by creditors, court may confirm the RP if


all are present:
1. RP complies with requirements
2. RR recommends confirmation
3. Shareholders, owners or partners of the juridical debtor
lose at least their controlling interest as a result of RP
4. RP would likely provide the objecting class of creditors
with compensation which has net present value greater
than that which they would receive in liquidation

Interest of all stakeholders is the ultimate and prime consideration