Professional Documents
Culture Documents
exclusively upon the uncontrolled will of respondent bank and is PETITION for review on certiorari of a decision of the
therefore void. In the present case, the promissory note gives re- Regional Trial Court of Cagayan de Oro City, Br. 39.
The facts are stated in the opinion of the Court.
45 Sabacajan, Barbaso, Sagrado, Fortesa Law Office for
petitioner.
Francisco T. Del Castillo for private respondent.
VOL. 532, SEPTEMBER 3, 2007 45 46
“The rate of interest and/or bank charges herein stipulated, during the Prior thereto or on August 11, 1998, petitioner filed with the
term of this Promissory Note, its extension, renewals or other RTC, Branch 39, same city, a complaint for reformation of real
modifications, may be increased, decreased, or otherwise changed from estate mortgage contract and promissory note, docketed as Civil
time to time by the Bank without advance notice to me/us in the event Petitioner’s Case No. 98-476. Referring to the real estate mortgage and the
of changes in the interest rate prescribed by law allegations promissory note as “contracts of adhesion,” petitioner alleged
that the increased interest rates unilaterally imposed by
_______________ respondent bank are scandalous, immoral, illegal and
unconscionable. He also alleged that the terms and conditions
1 Annex “J” of the petition, Rollo, pp. 86-95.
of the real estate mortgage and the promissory note are such
2 Annex “O” of the petition, Id., p. 112.
that they could be interpreted by respondent bank in whatever
manner it wants, leaving petitioner at its mercy. Petitioner thus
47
prayed for reformation of these documents and the issuance of a
temporary restraining order (TRO) and a writ of preliminary
VOL. 532, SEPTEMBER 3, 2007 47 injunction to enjoin the foreclosure and sale at public auction of
Floirendo, Jr. vs. Metropolitan Bank and Trust Company his four (4) parcels of land.
48
or the Monetary Board of the Central Bank of the Philippines, in the
rediscount rate of member banks with the Central Bank of the
Philippines, in the interest rates on savings and time deposits, in the 48 SUPREME COURT REPORTS ANNOTATED
interest rates on the bank’s borrowings, in the reserve requirements, or
Floirendo, Jr. vs. Metropolitan Bank and Trust Company
in the overall costs of funding or money;
I/We hereby expressly consent to any extension and/or renewal
hereof in whole or in part and/or partial payment on account which On August 14, 1998, the RTC issued a TRO and on September
may be requested by and/or granted to anyone of us for the payment of 3, 1998, a writ of preliminary injunction.
this note upon payment of the corresponding renewal or extension In its answer to the complaint, respondent bank asserted that
fee.” the interest stipulated by the parties in the promissory note is
not per annum but on a month to month basis. The 15.446%
On July 11, 1997, respondent bank started imposing higher interest appearing therein was good only for the first 30 days of
interest rates on petitioner’s loan which varied through the the loan, subject to upward and downward adjustment every 30
months, in fact, as high as 30.244% in October 1997. As a days thereafter. The terms of the real estate mortgage and
result, petitioner could no longer pay the high interest rates promissory note voluntarily entered into by petitioner are clear
charged by respondent bank. Thus, he negotiated for the and unequivocal. There is, therefore, no legal and factual basis
renewal of his loan. Respondent bank agreed provided for an action for reformation of instruments.
petitioner would pay the arrears in interest amounting to the RTC ruling On February 22, 2001, the RTC rendered a Judgment (1)
total sum of P163,138.33. Despite payment by petitioner, dismissing the complaint for reformation of instruments, (2)
respondent bank, instead of renewing the loan, filed with the dissolving the writ of preliminary injunction and (3) directing
Office of the Clerk of Court and Provincial Sheriff, RTC, the sale at public auction of petitioner’s mortgaged properties.
Foreclosure of Cagayan de Oro City a petition for foreclosure of mortgage The RTC ruled:
the mortgage
which was granted. On August 17, 1998, the auction sale was
“In order that an action for reformation of an instrument may prosper,
set.
the following requisites must occur:
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1.) There must have been a meeting of the minds upon the “It is a settled rule that in a real estate mortgage when the obligation is
contract; not paid when due, the mortgagee has the right to foreclose the
2.) The instrument or document evidencing the contract does not mortgage and to have the property seized and sold in view of applying
express the true agreement between the parties; and the proceeds to the payment of the obligation (Estate Investment House
3.) The failure of the instrument to express the agreement must be v. CA, 215 SCRA 734).”
due to mistake, fraud, inequitable conduct or accident.
On May 2, 2001, petitioner filed a motion for reconsideration
(National Irrigation Administration v. Gamit, G.R. No. 85869,
but it was denied for lack of merit.
November 5, 1992)
Hence, the instant petition.
Issue The fundamental issue for our resolution is whether the
xxx
mortgage contract and the promissory note express the true
A perusal further of the complaint and the evidences submitted by
agreement between the parties herein.
the parties convinced the court that there was certainly a meeting of the
Petitioner’s Petitioner contends that the “escalation clause” in the
minds between the parties. Plaintiff and defendant bank entered into a
contention: promissory note imposing 15.446% interest on the loan “for the
contract of loan, the terms and conditions of which, especially on the
first 30 days subject to upward/downward adjustment every
rates of interest, are clearly and unequivocally spelled out in the
30 days thereafter” is illegal, excessive and arbitrary. The
promissory note. The court believes that there was absolutely no
determination to increase or decrease such interest rate is
mistake, fraud or anything that could have prevented a meeting of the
primarily left to the discretion of respondent bank.
minds between the parties.”
Ruling: We agree.
49
50
The RTC upheld the validity of the escalation clause, thus: Unilateral increases of We hold that the increases of interest rate unilaterally imposed
interest rate are by respondent bank without petitioner’s assent are violative of
Escalation clauses are valid stipulations in commercial contract to
violative of the principle the principle of mutuality of contracts ordained in Article 1308
maintain fiscal stability and to retain the value of money in loan term
of Mutuality of 3
of the Civil Code which provides:
contracts (Llorin v. CA, G.R. No. 103592, February 4, 1993). Contracts under Article
x x x x x x x x x 1308 “Article 1308. The contract must bind both contracting parties; its
x x x the Court has no other alternative to resolve Issue No. 1 that validity or compliance cannot be left to the will of one of them.”
defendant bank is allowed to impose the interest rate questioned by
plaintiff considering that Exhibit “B” and “B-1,” which is Exhibit “1” The binding effect of any agreement between the parties to a
and “1-A” of defendant bank is very clear that the rate of interest is contract is premised on two settled principles: (1) that
15.446% per annum for the first 30 days subject to upward/downward obligations arising from contracts have the force of law between
adjustment every 30 days thereafter.” the contracting parties; and (2) that there must be mutuality
between the parties based on their essential equality to which is
On the issue of the validity of the foreclosure of the real estate repugnant to have one party bound by the contract leaving the
mortgage, the RTC ruled that: 4
other free therefrom. Any contract which appears to be heavily
weighed in favor of one of the parties so as to lead to an million loan agreement between the PNB and the private respondent
unconscionable result is void. Any stipulation regarding t.he gave the PNB a license (although in fact there was none) to increase
validity or compliance of the contract which5 is left solely to the the interest rate at will during the term of the loan, that license would
will of one of the parties is likewise invalid. have been null and void for being violative of the principle of
The provision in the promissory note authorizing respondent mutuality essential in contracts. It would have invested the loan
bank to increase, decrease or otherwise change from time to agreement with the character of a contract of adhesion, where the
time the rate of interest and/or bank charges “without advance parties do not bargain on equal footing, the weaker party’s (the debtor)
notice” to petitioner, “in the event of change in the interest rate participation being reduced to the alternative “to take it or leave it”
prescribed by law or the Monetary Board of the Central Bank of (Qua v. Law Union & Rock Insurance Co., 95 Phil. 85). Such a
the Philippines,” does not give respondent bank unrestrained contract is a veritable trap for the weaker party whom the courts of
freedom to charge any rate other than that which was agreed justice must protect against abuse and imposition.”
upon. Here, the monthly upward/downward
In New Sampaguita Builders Construction, Inc. (NSBCI) v.
8
Philippine National Bank, we ruled that while it is true that
_______________
escalation clauses are valid in maintaining fiscal stability and
3 Spouses Florendo v. Court of Appeals, G.R. No. 101771, December 17, retaining the value of money on long term contracts, however,
1996, 265 SCRA 678, citing Philippine National Bank v. Court of Appeals, 196
SCRA 536 (1991). _______________
4 Garcia v. Rita Legarda, Inc., No. L-20175, October 30, 1967, 21 SCRA
555, citing 8 Manresa 556; Almeda v. Court of Appeals, G.R. No. 113412, April 6 Supra, at footnote 4.
17, 1996, 256 SCRA 292; Philippine National Bank v. Court of Appeals, G.R. 7 Philippine National Bank v. Court of Appeals, G.R. No. 107569, November
No. 88880, April 30, 1991, 196 SCRA 536. 8, 1994, 238 SCRA 20; Philippine National Bank v. Court of Appeals, G.R No.
5 Almeda v. Court of Appeals, supra. 109563, July 9, 1996, 258 SCRA 549; Spouses Florendo v. Court of Appeals,
supra, at footnote 3.
51 8 G.R. No. 148753, July 20, 2004, 435 SCRA 565, citing Polo-tan, Sr. v.
Court of Appeals, 296 SCRA 247 (1998); Philippine National Bank v. Court of
Appeals, supra, at footnote 7; Garcia v. Rita Legarda, Inc., supra, at footnote 4;
VOL. 532, SEPTEMBER 3, 2007 51
Qua Chee Gan v. Law Union and Rock Insurance Co. Ltd., 98 Phil. 85 (1955);
Floirendo, Jr. vs. Metropolitan Bank and Trust Company and Imperial v. Jaucian, supra, at footnote 10.
52
adjustment of interest rate is left to the will of respondent bank
alone. It violates the essence of mutuality of the contract.
6
In Philippine National Bank v. Court of Appeals, and in 52 SUPREME COURT REPORTS ANNOTATED
7
later cases, we held:
Floirendo, Jr. vs. Metropolitan Bank and Trust Company
“In order that obligations arising from contracts may have the force of
law between the parties, there must be mutuality between the parties giving respondent an unbridled right to adjust the interest
based on their essential equality. A contract containing a condition independently and upwardly would completely take away from
which makes its fulfillment dependent exclusively upon the petitioner the right to assent to an important modification in
uncontrolled will of one of the contracting parties, is void (Garcia v. their agreement, hence, would negate the element of mutuality
Rita Legarda, Inc., 21 SCRA 555). Hence, even assuming that the P1.8 in their contracts. Such escalation clause would make the
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fulfillment of the contracts dependent exclusively upon the Similarly, contract changes must be made with the consent of the
uncontrolled will of respondent bank and is therefore void. In contracting parties. The minds of all the parties must meet as to the
the present case, the promissory note gives respondent bank proposed modification, especially when it affects an important aspect
authority to increase the interest rate at will during the term of of the agreement. In the case of loan contracts, it cannot be gainsaid
the loan. This stipulation violates the principle of mutuality that the rate of interest is always a vital component, for it can make or
between the parties. It would be converting the loan agreement break a capital venture. Thus, any change must be mutually agreed
into a contract of adhesion where the parties do not bargain on upon, otherwise, it is bereft of any binding effect.
equal footing, the weaker party’s (petitioner’s) participation We cannot countenance petitioner bank’s posturing that that
9
being reduced to the alternative “to take it or leave it. While the escalation clause at bench gives it unbridled right to unilaterally
Usury Law ceiling on interest rate was lifted by Central Bank upwardly adjust the interest on private respondents’ loan. That would
Circular No. 905, nothing therein could possibly be read as completely take away from private respondents the right to assent to an
granting respondent bank carte blanche authority to raise important modification in their agreement, and would negate the
interest rate to levels which would either enslave its borrower element of mutuality in contracts.”
10
(petitioner herein) or lead to hemorrhaging of his assets.
11
In Philippine National Bank v. Court of Appeals, we Under Article 1310 of the Civil Code, courts are granted
declared void the escalation clause in the Credit Agreement authority to reduce/increase interest rates equitably, thus:
between petitioner bank and private respondents whereby the “Article 1310. The determination shall not be obligatory if it is
“Bank reserves the right to increase the interest rate within the evidently inequitable. In such case, the courts shall decide what is
limit allowed by law at any time depending on whatever policy equitable under the circumstances.”
it may adopt in the future x x x.” We held:
12
In the other Philippine National Bank v. Court of Appeals
“It is basic that there can be no contract in the true sense in the absence
case, we disauthorized petitioner bank from unilaterally raising
of the element of agreement, or of mutual assent of the parties. If this
the interest rate on the loan of private respondent from 18% to
assent is wanting on the part of one who contracts, 13
32%, 41% and 48%. In Almeda v. Court of Appeals, where the
interest rate was increased from 21% to as high as 68% per
_______________
annum, we declared arbitrary “the galloping increases in
9 Ibid., citing Philippine National Bank v. Court of Appeals, supra, at footnote 4. interest rate imposed by respondent bank on petitioners’ loan,
10 Ibid., citing Imperial v. Jaucian, 427 SCRA 517 (2004); Spouses Solangon v. over the14 latter’s vehement protests.” In Medel v. Court of
Salazar, 360 SCRA 379 (2001) and Almeda v. Court of Appeals, supra, at footnote 4. Appeals, the stipulated interest of 5.5% per month or 66% per
11 Supra, at footnote 7. annum on a loan amounting to P500,000.00 was equitably
reduced for being iniquitous, unconscionable and
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_______________
VOL. 532, SEPTEMBER 3, 2007 53
12 Supra, at footnote 4.
Floirendo, Jr. vs. Metropolitan Bank and Trust Company 13 Supra, at footnote 4.
14 G.R. No. 131622, November 27, 1998, 299 SCRA 481.
his act has no more efficacy than if it had been done under duress or by
a person of unsound mind. 54
15 G.R. No. 125944, June 29, 2001, 360 SCRA 379. ——o0o——
16 Supra, at footnote 10.
56
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