8/18/2019 Tankeh vs.

Dbp (Digest)

G.R. No. 171428 November 11, 2013

ALEJANDRO V. TANKEH, Petitioner, vs.

DEVELOPMENT ANK O! THE PH"L"PP"NE#, #TERL"NG #H"PP"NG L"NE#, "N$., R%PERTO V. TANKEH, V"$ENTE
ARENA#, &'( A##ET PR"VAT")AT"ON TR%#T, Respondents.

Facts:

Sometime in 1980, Alejandro was approached b his brother, R!perto "president o# SS$% in#ormin& him that the
latter was operatin& a new shippin& line b!siness and o##ered him 1000 shares worth P1' to be a director o# the b!siness.
 Alejandro accepted the o##er based on the promised that he be part o# the admin sta## so that he can oversee the
operation o# the b!siness pl!s his son, who is a practicin& lawer wo!ld be &iven a position in the compan.

 A loan was applied #rom ()P #or #inancin& o# an ocean*&oin& vessel with the conditions that the #irst mort&a&e is
obtained over the vessel, the #!t!re earnin&s o# the mort&a&e incl!din& proceeds sho!ld be assi&ned to ()P and ()P is
assi&ned to no less than +- o# the votin& shares o# the compan. Alejandro si&ned the Assi&nment o# Shares o# Stoc
with /otin& Ri&hts and the promissor note main& him liable jointl and severall #or the amo!nt o# the loan. A#ter the
vessel is ac!ired, a deed o# assi&nment was eec!ted in #avor o# ()P. 2n 1983, !pon reali4in& that he was onl bein&
made a tool to reali4e the p!rposes o# R!perto, Alejandro o##iciall in#ormed the compan b means o# letter that he has
severed his connection with the compan and asin& the board to pass a resol!tion to released him #rom his liabilities with
()P and noti# the latter abo!t this.

2n 198+, the acco!nt o# SS$ in the ()P were trans#erred to Asset Privati4ation 5r!st b virt!e o# Presidential

Proclamation
(espite 6o. 70. 5he
the assi&nment asset
and cashincl!din& loan in #avor
e!it contrib!tion o# o#
SS$()P were ordered
to cover to be
part o# the trans#erred
ac!isition too#
cost the national
the vessel &overnment.
and the lie,
the promissor note still s!bsisted. ence, Alejandro is still bo!nd as a debtor beca!se o# the promissor note.

A*e+&'(ro- o'/e'/o' 5he promisorr note m!st be declared as n!ll and void and he be absolved #rom an liabilit.
R!perto eercised deceit and #ra!d in ca!sin& him to bind himsel# jointl and severall to pa ()P the amo!nt o# the
mort&a&e loan. All the mone s!pposedl invested b him were p!t b R!perto, hence he had never invested an mone.
e was invited to attend the board meetin& onl once and he was never compensated b SS$ #or bein& called director 
and stocholder. 6one o# the promises o# R!perto was complied with.

ss!e: 26 the #ra!d perpetrated b R!perto is serio!s eno!&h to warrant ann!lment o# the contract;

R!lin&: 6o. 2nl incidental #ra!d eists in this case. 5here#ore it is not s!##icient to warrant the ann!lment o# the contracts
petitioner entered into b!t respondent R!perto is liable to pa him dama&es. 5he distinction between #ra!d as a &ro!nd #or 
renderin& a contract voidable or as basis #or an award o# dama&es is provided in Article 13<<: n order that #ra!d ma
mae a contract voidable, it sho!ld be serio!s and sho!ld not have been emploed b both contractin& parties. ncidental
#ra!d onl obli&es the person emploin& it to pa dama&es.

5here are two tpes o# #ra!d contemplated in the per#ormance o# contracts: dolo incidente or incidental #ra!d and dolo
ca!sante or #ra!d serio!s eno!&h to render a contract voidable. # there is #ra!d in the per#ormance o# the contract, then
this #ra!d will &ive rise to dama&es. # the #ra!d did not compel the imp!tin& part to &ive his or her consent, it ma not
serve as the basis to ann!l the contract, which ehibits dolo ca!sante. owever, the part alle&in& the eistence o# #ra!d
ma prove the eistence o# dolo incidente. 5his ma mae the part a&ainst whom #ra!d is alle&ed liable #or dama&es.
 Article 13<0 o# the =ivil =ode reco&ni4es the realit o# some ea&&erations in trade which ne&ates #ra!d. t reads: 5he
!s!al ea&&erations in trade, when the other part had an opport!nit to now the #acts, are not in themselves #ra!d!lent.

>iven the standin& and stat!re o# the petitioner, he was in a position to ascertain more in#ormation abo!t the contract.
5he #ollowin& #acts show that petitioner was #!ll aware o# the ma&nit!de o# his !ndertain&: !r-/, petitioner was #!ll
aware o# the #inancial reverses that SS$ had been !nder&oin&, and he too &reat pains to release himsel# #rom the
obli&ation. #eo'(, his bac&ro!nd as a doctor, as a ban or&ani4er, and as a b!sinessman with eperience in the tetile
b!siness and real estate sho!ld have apprised him o# the irre&!larit in the contract that he wo!ld be !ndertain&. 5his
meant that at the time petitioner &ave his consent to become a part o# the corporation, he had been #!ll aware o# the
circ!mstances and the riss o# his participation. ntent is determined b the acts. !'&**, the records showed that
petitioner had been #!ll aware o# the e##ect o# his si&nin& the promissor note. 5he bare assertion that he was not priv to
the records cannot co!nteract the #act that petitioner himsel# had admitted that a#ter he had severed ties with his brother,
he had written a letter seein& to reach an amicable settlement with respondent R!pert. Petitioner?s actions de#ied his
claim o# a complete lac o# awareness re&ardin& the circ!mstances and the contract he had been enterin&.

5he re!ired standard o# proo# @ clear and convincin& evidence @ was not met. 5here was no dolo ca!sante or #ra!d !sed
to obtain the petitioner?s consent to enter into the contract. Petitioner had the opport!nit to become aware o# the #acts
that attended the si&nin& o# the promissor note. e even admitted that he has a lawer*son who the petitioner had hoped
wo!ld assist him in the administration o# Sterlin& Shippin& $ines, nc. 5he totalit o# the #acts on record belies petitioner?s
claim that #ra!d was !sed to obtain his consent to the contract &iven his personal circ!mstances and the applicable law.

owever, in re#!sin& to allow petitioner to participate in the mana&ement o# the b!siness, respondent R!perto /. 5aneh
was liable #or the commission o# incidental #ra!d. n >eralde4, this =o!rt de#ined incidental #ra!d as those which are not
serio!s in character and witho!t which the other part wo!ld still have entered into the contract. Altho!&h there was no
#ra!d that had been !ndertaen to obtain petitioner?s consent, there was #ra!d in the per#ormance o# the contract.

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