CASE NO.

3 FIGUERA V ANG

G.R. NO. 204264, JUNE 29, 2016

Petitioner: Jennefer Figuera, As Substituted By Enhance Visa Services, Inc

Respondent: Maria Remedios Ang

FACTS:  Petitioner Ang is the owner of a business named "Enhance Immigration and Documentation
Consultants" (EIDC). In 2004, Ang executed a Deed transferring all of her business rights over the EIDC to
Figuera for ₱150,000.00, and that Ang shall pay the bills for electricity, telephone, office rentals, and the
employees’ salaries up to the month of December 2004.

Without Ang’s consent, Figuera paid all the utility bills amounting to ₱107,903.21. In 2005, Figuera
tendered only the amount of ₱42,096.79 to Ang, after deducting the amount of ₱107,903.21 from the
₱150,000.00. Ang refused to accept the payment. Thus, Figuera filed a complaint for specific
performance before the RTC of Cebu City against Ang. Figuera consigned the amount of ₱42,096.79 to
the RTC. Ang maintained that the amount due pursuant to the Deed is ₱150,000.00 and not just
₱42,096.79.

On May 19, 2005, Figuera conveyed all her rights and causes of action over EIDC in favor of the Enhance
Visa Services, Inc. (EVSI). The petitioner’s contention:  Figuera’s contention that legal subrogation and
compensation had taken place even without requiring her to present further evidence.

The respondent’s contention: Ang contends that the CA correctly dismissed Figuera’s argument that her
debt amounting to ₱107,903.21 is extinguished through legal subrogation and compensation. The RTC
and CA ruled that for the tender of payment and consignation to be valid, Figuera must tender the full
amount of ₱150,000.00 rather than just ₱42,096.79. Ang is not obliged to accept an amount less than
what is agreed upon in the Deed.

ISSUES: 

1) Whether or not legal subrogation took place despite the absence of Ang’s consent to Figuera’s
payment of the EIDC bills.

2) Whether or not there was a valid tender of payment and consignation.

Article 1298 (3), Article 1302 and Article 1278 – Applicable articles
RULINGS: 1) Yes, there was legal subrogation. 

There is legal subrogation when a person interested in the fulfilment of the obligation pays, even
without the knowledge of the debtor. There is compensation when (1) each one of the debtors is bound
principally, and that the debtor is at the same time a principal creditor of the other; (2) both debts
consist of a sum of money, or if the things due be consumable, they be of the same kind and also of the
same quality if the latter has been stated; (3) both debts are due; (4) both debts are liquidated and
demandable; and (5) there be no retention or controversy over both debts commenced by third persons
and communicated in due time to the debtor. When all these elements are present, compensation takes
effect by operation of law and extinguishes both debts to the corresponding amount, even though both
parties are without knowledge of the compensation.

All the elements of legal compensation are present in this case.

First, in the assignment of business rights, Figuera stood as Ang’s debtor for the consideration
amounting to ₱150,000.00. Figuera, on the other hand, became Ang’s creditor for the amount of ₱107,
903.21 through Figuera’s subrogation to the rights of Ang’s creditors against the latter.

Second, both debts consist of a sum of money, which are both due, liquidated, and demandable.

Finally, neither party alleged that there was any claim raised by third persons against said obligation. In
effect, even without the knowledge and consent of Ang or Figuera, their obligation as to the amount of
₱107,903.21 had already been extinguished. Consequently, Figuera owes Ang the remaining due
amount of ₱42,096.79.

2. Yes, the tender of payment and consignation were valid. 

To be valid, the tender of payment must be absolute and must cover the amount due. In this case, the
remaining amount due in Figuera's obligation is P42,096.79. Due to the creditor's refusal, without any
just cause, to the valid tender of payment, the debtor is released from her obligation by the
consignation of the thing or sum due.
Ration Decidendi: The consent or approval of the debtor is required only if a third person who is not
interested in the fulfilment of the obligation pays such. On the other hand, no such requirement exists in
cases of payment by a person interested in the fulfilment of the obligation.