Mamaril vs. BSP, G.R. No.

179382, January 14, 2013

Facts:

Spouses Mamaril are jeepney operators since 1971. They would park their 6 jeepneys every night at the BSP
compound for a fee of ₱300.00 per month for each unit. Though all 6 jeepneys were parked inside the
compound, the following morning, one of the vehicles was missing and was never recovered. According to the
security guards, a male person who looked familiar to them took the subject vehicle out of the compound.

Spouses Mamaril filed a complaint damages before the RTC against BSP, AIB, Peña and Gaddi. In support
thereof, Sps. Mamaril averred that the loss of the subject vehicle was due to the gross negligence of the above-
named security guards on-duty who allowed the subject vehicle to be driven out by a stranger despite their
agreement that only authorized drivers duly endorsed by the owners could do so. They therefore prayed that
Peña and Gaddi, together with AIB and BSP, be held liable for: (a) the value of the subject vehicle and its
accessories in the aggregate amount of ₱300,000.00; (b) ₱275.00 representing daily loss of income/boundary
reckoned from the day the vehicle was lost; (c) exemplary damages; (d) moral damages; (e) attorney's fees; and
(f) cost of suit.

BSP denied any liability contending that not only did Sps. Mamaril directly deal with AIB with respect to the
manner by which the parked vehicles would be handled, but the parking ticket itself expressly stated that the
"Management shall not be responsible for loss of vehicle or any of its accessories or article left therein." It also
claimed that Sps. Mamaril erroneously relied on the Guard Service Contract. Apart from not being parties
thereto, its provisions cover only the protection of BSP's properties, its officers, and employees.

RTC: in favor of Sps. Mamaril

CA: affirmed the finding of negligence on the part of security guards Peña and Gaddi. However, it absolved
BSP from any liability, holding that the Guard Service Contract is purely between BSP and AIB and that there
was nothing therein that would indicate any obligation and/or liability on the part of BSP in favor of third
persons, such as Sps. Mamaril. Nor was there evidence sufficient to establish that BSP was negligent. It further
ruled that the agreement between Sps. Mamaril and BSP was substantially a contract of lease whereby the
former paid parking fees to the latter for the lease of parking slots.

Issues: I.THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED IN ABSOLVING

RESPONDENT BOY SCOUT OF THE PHILIPPINES FROM ANY LIABILITY.

II.THE HONORABLE COURT OF APPEALS COMMITTED SERIOUS MISTAKE WHEN IT RULED

THAT THE GUARD SERVICE CONTRACT IS PURELY BETWEEN BSP AND AIB, AND IN HOLDING
THAT THERE IS ABSOLUTELY NOTHING IN THE SAID CONTRACT THAT WOULD INDICATE ANY
OBLIGATION AND/OR LIABILITY ON THE PART OF THE PARTIES THEREIN IN FAVOR OF THIRD
PERSONS, SUCH AS PETITIONERS HEREIN.

III. THE HONORABLE COURT OF APPEALS COMMITTED SERIOUS ERROR IN THE

INTERPRETATION OF LAW WHEN IT CONSIDERED THE AGREEMENT BETWEEN BOY SCOUT OF
THE PHILIPPINES AND PETITIONERS A CONTRACT OF LEASE, WHEREBY THE BOY SCOUT IS
NOT DUTY BOUND TO PROTECT OR TAKE CARE OF PETITIONERS' VEHICLES.

IV.THE HONORABLE COURT OF APPEALS SERIOUSLY ERRED WHEN IT RULED THAT

PETITIONERS ARE NOT ENTITLED TO DAMAGES AND ATTORNEY'S FEES.

Held:

Petition’s denied. CA’s resolution is affirmed.

Article 20 of the Civil Code provides that every person, who, contrary to law, willfully or negligently causes
damage to another, shall indemnify the latter for the same. Similarly, Article 2176 states: Whoever by act or
omission causes damage to another, there being fault or negligence, is obliged to pay for the damage done.
Such fault or negligence, if there is no preexisting contractual relation between the parties, is called a quasi-
delict and is governed by the provisions of this Chapter.

In this case, it is undisputed that the proximate cause of the loss of Sps. Mamaril's vehicle was the negligent act
of security guards Peña and Gaddi in allowing an unidentified person to drive out the subject vehicle. Moreover,
Peña and Gaddi failed to refute Sps. Mamaril's contention that they readily admitted being at fault during the
investigation that ensued.

On the other hand, the records are bereft of any finding of negligence on the part of BSP. Hence, no reversible
error was committed by the CA in absolving it from any liability for the loss of the subject vehicle based on
fault or negligence. Neither will the vicarious liability of an employer apply in this case for BSP is not the true
employer of the guards but AIB.

Liability for illegal or harmful acts committed by the security guards attaches to the employer agency, and not
to the clients or customers of such agency. (Soliman Jr vs Tuazon)

Article 1311 of the Civil Code states: Contracts take effect only between the parties, their assigns and
heirs, except in case where the rights and obligations arising from the contract are not transmissible by
their nature, or by stipulation or by provision of law. The heir is not liable beyond the value of the
property he received from the decedent.

If a contract should contain some stipulation in favor of a third person, he may demand its fulfillment
provided he communicated his acceptance to the obligor before its revocation. A mere incidental benefit
or interest of a person is not sufficient. The contracting parties must have clearly and deliberately
conferred a favor upon a third person.

Thus, in order that a third person benefited by the second paragraph of Article 1311, referred to as a stipulation
pour autrui, may demand its fulfillment, the following requisites must concur:

(1) There is a stipulation in favor of a third person;

(2) The stipulation is a part, not the whole, of the contract;

(3) The contracting parties clearly and deliberately conferred a favor to the third person - the favor is not merely
incidental;

(4) The favor is unconditional and uncompensated;

(5) The third person communicated his or her acceptance of the favor before its revocation; and

(6) The contracting parties do not represent, or are not authorized, by the third party.

However, none of the foregoing elements obtains in this case.

It is undisputed that Sps. Mamaril are not parties to the Guard Service Contract. Neither did the subject
agreement contain any stipulation pour autrui. And even if there was, Sps. Mamaril did not convey any
acceptance thereof. Thus, under the principle of relativity of contracts, they cannot validly claim any
rights or favor under the said agreement.

As correctly found by the CA:

BSP sought the services of defendant AIB Security Agency for the purpose of the security and protection of its
properties, as well as that of its officers and employees, so much so that in case of loss of damage suffered by it
as a result of any act or negligence of the guards, the security agency would then be held responsible therefor.
There is absolutely nothing in the said contract that would indicate any obligation and/or liability on the part of
the parties therein in favor of third persons such as Sps. Mamaril.

The contract between the parties herein was one of lease  as defined under Article 1643 of the Civil Code.
It has been held that the act of parking a vehicle in a garage, upon payment of a fixed amount, is a lease.

In the instant case, the owners parked their 6passenger jeepneys inside the BSP compound for a monthly fee of
₱300.00 for each unit and took the keys home with them. Hence, a lessor-lessee relationship indubitably existed
between them and BSP.

Article 1654 of the Civil Code provides that "the lessor (BSP) is obliged: (1) to deliver the thing which is the
object of the contract in such a condition as to render it fit for the use intended; (2) to make on the same during
the lease all the necessary repairs in order to keep it suitable for the use to which it has been devoted, unless
there is a stipulation to the contrary; and (3) to maintain the lessee in the peaceful and adequate enjoyment of
the lease for the entire duration of the contract." In relation thereto, Article 1664 of the same Code states that
"the lessor is not obliged to answer for a mere act of trespass which a third person may cause on the use of the
thing leased; but the lessee shall have a direct action against the intruder."

The mishandling of the parked vehicles that resulted in herein complained loss should be recovered only from
the the guards and their employer, AIB; and not against the lessor, BSP.

Anent Sps. Mamaril's claim that the exculpatory clause: "Management shall not be responsible for loss of
vehicle or any of its accessories or article left therein" contained in the BSP issued parking ticket was void for
being a contract of adhesion and against public policy, suffice it to state that contracts of adhesion are not void
per se. It is binding as any other ordinary contract and a party who enters into it is free to reject the stipulations
in its entirety. If the terms thereof are accepted without objection, as in this case, where sps. Mamaril have been
leasing BSP's parking space for more or less 20 years, then the contract serves as the law between
them. Besides, the parking fee for each unit is too minimal an amount to even create an inference that BSP
undertook to be an insurer of the safety of plaintiffs-appellants' vehicles.

Discussion: there’s a change of possession, but not of control. Therefore, there’s no bailment.

-Take note of the difference of contract of bailment or contract of lease.

Tolentino vs. Gonzales, G.R. No. 107372, January 23, 1997

Facts:

Gonzales sold to Tolentino 2 parcels of registered for P35,000.00 and P20,000.00, respectively. The first deed
of absolute sale provides that for P35,000.00, receipt of which in full is hereby acknowledged, we have sold,
transferred and conveyed, as we hereby sell, transfer and convey, that subdivided portion of the property in
favor of RAFAEL S. ORTAÑEZ, whose marriage is under a regime of complete separation of property, his
heirs or assigns. While the second deed of absolute sale provides that for P20,000.00 receipt of which in full is
hereby acknowledged, we have sold, transferred and conveyed, as we hereby sell, transfer and convey, the
property in favor of RAFAEL S. ORTANEZ, whose marriage is under a regime of complete separation of
property, his heirs or assigns.

Private respondents received the payments for the lots, but failed to deliver the titles to petitioner. Tolentino
demanded for the delivery of said titles. Private respondents refused on the ground that the title of the first lot is
in the possession of another person, and petitioner's acquisition of the title of the other lot is subject to certain
conditions.

Offshoot, petitioner sued private respondents for specific performance before the RTC. In their answer with
counterclaim private respondents merely alleged the existence of the following oral conditions which were
never reflected in the deeds of sale:

Title remains with the defendants (private respondents) until plaintiff shows proof that all the following
requirements have been met: (i) Plaintiff will cause the segregation of his right of way amounting;

(ii) Plaintiff will submit to the defendants the approved plan for the segregation;

(iii) Plaintiff will put up a strong wall between his property and that of defendants' lot to
segregate his right of way;

(iv)Plaintiff will pay the capital gains tax and all other expenses that may be incurred by reason
of sale.

During trial, private respondent Oscar Inocentes, a former judge, orally testified that the sale was subject to the
above conditions, although such conditions were not incorporated in the deeds of sale. Despite petitioner's
timely objections on the ground that the introduction of said oral conditions was barred by the parol evidence
rule.

RTC: dismissed the complaint as well as the counterclaim.

CA: affirmed the court a quo.

Issue: WON parol evidence is admissible to establish the alleged oral conditions-precedent to a contract of sale,
when the deeds of sale are silent on such conditions.

Held: The parol evidence herein introduced is inadmissible. Spoken words could be notoriously unreliable
unlike a written contract which speaks of a uniform language. Thus, under the general rule in Section 9 of
Rule 130 of the Rules of Court, when the terms of an agreement were reduced to writing, as in this case, it
is deemed to contain all the terms agreed upon and no evidence of such terms can be admitted other than
the contents thereof.

Considering that the written deeds of sale were the only repository of the truth, whatever is not found in said
instruments must have been waived and abandoned by the parties.  Examining the deeds of sale, we cannot even
make an inference that the sale was subject to any condition. As a contract, it is the law between the parties.

In Land Settlement Development, Co. vs. Garcia Plantation, the material facts of that case are different from
this case. In the former, the contract sought to be enforced expressly stated that it is subject to an agreement
containing the conditions-precedent which were proven through parol evidence. Whereas, the deeds of sale in
this case, made no reference to any pre-conditions or other agreement. In fact, the sale is denominated as
absolute in its own terms.
Parol evidence herein sought to be introduced would vary, contradict or defeat the operation of a valid
instrument, hence, contrary to the rule that: “The parol evidence rule forbids any addition to . . . the
terms of a written instrument by testimony purporting to show that, at or before the signing of the
document, other or different terms were orally agreed upon by the parties. Although parol evidence is
admissible to explain the meaning of a contract, "it cannot serve the purpose of incorporating into the
contract additional contemporaneous conditions which are not mentioned at all in the writing unless
there has been fraud or mistake." No such fraud or mistake exists in this case.”

We disagree with private respondents' argument that their parol evidence is admissible under the exceptions
provided by the Rules, specifically, the alleged failure of the agreement to express the true intent of the parties.
In this case, the deeds of sale are clear, without any ambiguity, mistake or imperfection, much less obscurity or
doubt in the terms thereof.

Private respondents merely alleged that the sale was subject to 4 conditions which they tried to prove during
trial by parol evidence. Obviously, this cannot be done, because they did not plead any of the exceptions
mentioned in the parol evidence rule. Their case is covered by the general rule that the contents of the
writing are the only repository of the terms of the agreement. Considering that private respondent Inocentes
is a lawyer (and former judge) he was "supposed to be steeped in legal knowledge and practices" and was
"expected to know the consequences" of his signing a deed of absolute sale.

Assuming arguendo that the parol evidence is admissible, it should nonetheless be disbelieved as no other

evidence appears from the record to sustain the existence of the alleged conditions. Not even the other seller,
Asuncion Inocentes, was presented to testify on such conditions.

Appealed decision is REVERSED and the records of this case REMANDED to the trial court for proper
disposition in accordance with this ruling.
Chee Kiong Yam vs. Hon. Malik, GR No. L-50550-52, October 31, 1979
Facts:

This is a petition for certiorari, prohibition, and mandamus with preliminary injunction. Petitioners alleged that
Hon. Malik acted without jurisdiction, in excess of jurisdiction and with grave abuse of discretion because the
facts recited in the complaints did not constitute the crime of estafa, and assuming they did, they were not
within the jurisdiction of the respondent judge.

In Criminal Case No. M-111, respondent Amin charges petitioners Yam Chee Kiong and Yam Yap Kieng with
estafa through misappropriation of the amount of P50,000.00. But the complaint states on its face that said
petitioners received the amount from respondent Amin "as a loan." Moreover, the complaint in Civil Case No.
N-5, an independent action for the collection of the same amount filed by respondent Amin with the CFI,
likewise states that the P50,000.00 was a "simple business loan" which earned interest and was originally
demandable.

In Criminal Case No. M-183, respondent Tan Chu Kao charges petitioners Yam Chee Kiong, Jose Y.C. Yam,
Ampang Mah and Anita Yam, alias Yong Tay, with estafa through misappropriation of the amount of
P30,000.00. Likewise, the complaint states on its face that the P30,000.00 was "a simple loan." So does the
complaint in Civil Case No. N-8 filed by respondent Tan Chu Kao with the CFI for the collection of the same
amount.

In Criminal Case No. M-208, respondent Sajor charges petitioners Jose, Anita, Chee Kiong, and Richard Yam
with estafa through misappropriation of the amount of P20,000.00. Unlike the complaints in the other 2 cases,
this complaint does not state that the amount was received as loan. However, in a sworn statement, submitted to
respondent judge to support the complaint, respondent Sajor states that the amount was a "loan."

Held:

We agree with the petitioners that the facts alleged in the 3 criminal complaints do not constitute estafa through
misappropriation. In order that a person can be convicted under Article 315, it must be proven that he has
the obligation to deliver or return the same money, goods or personal property that he received.
Petitioners had no such obligation to return the same money, which they received from private
respondents. This is so because as clearly stated in criminal complaints, the related civil complaints and
the supporting sworn statements, the sums of money that petitioners received were loans.

The nature of simple loan is defined in Articles 1933 and 1953 of the Civil Code.

Art. 1933. — By the contract of loan, one of the parties delivers to another, either something not
consumable so that the latter may use the same for a certain time and return it, in which case the
contract is called a commodatum; or money or other consumable thing upon the condition that
the same amount of the same kind and quality shall be paid, in which case the contract is simply
called a loan or mutuum.

Commodatum is essentially gratuitous.

Simple loan may be gratuitous or with a stipulation to pay interest.

In commodatum the bailor retains the ownership of the thing loaned, while in simple loan
ownership passes to the borrower.

Art. 1953. — A person who receives a loan of money or any other fungible thing acquires the
ownership thereof, and is bound to pay to the creditor an equal amount of the same kind and
quality.

In simple loan (mutuum), as contrasted to commodatum, the borrower acquires ownership of the money,
goods or personal property borrowed. Being the owner, the borrower can dispose of the thing borrowed
(Article 248, Civil Code) and his act will not be considered misappropriation thereof.
In U.S. vs. Ibañez, this Court held that it is not estafa for a person to refuse to pay his debt or to deny its
existence.

It appears that respondent judge failed to appreciate the distinction between the two types of loan, mutuum and
commodatum, when he performed the questioned acts, He mistook the transaction between petitioners and
respondents Amin, Tan Chu Kao and Sajor to be commodatum wherein the borrower does not acquire
ownership over the thing borrowed and has the duty to return the same thing to the lender..

The petition is hereby granted; the TRO previously issued is hereby made permanent; the criminal complaints
against petitioners are hereby declared null and void; respondent judge is ordered to dismiss said criminal cases
and to recall the warrants of arrest he had issued in connection therewith. Moreover, respondent judge is hereby
rebuked for manifest ignorance of elementary law.
Quintos vs. Beck, G.R. No. L-46240, November 3, 1939

Facts:

Quintos brought this action to compel Beck to return her certain furniture which she lent him for his use. She
appealed from the judgment of CFI which ordered that the defendant return to her the 3 heaters and the 4
electric lamps found in the possession of the Sheriff, that she call for the other furniture from the said sheriff at
her own expense, and that the fees which the Sheriff may charge for the deposit of the furniture be paid pro
rata (proportionally)  by both parties.

Beck was a tenant of the Quintos and as such occupied the latter's house, upon the novation of the contract of
lease between them, Quintos gratuitously granted to the Beck the use of the furniture, subject to the condition
that Beck would return them to Quintos upon the latter's demand. Quintos sold the property to Maria and
Rosario Lopez and they notified Beck of the conveyance, giving him 60 days to vacate the premises under one
of the clauses of the contract of lease. There after Quintos required Beck to return all the furniture transferred to
him for them in the house where they were found. Beck, through another person, wrote to Quintos reiterating
that she may call for the furniture in the ground floor of the house. Beck wrote another letter to Quintos
informing her that he could not give up the 3 gas heaters and the 4 electric lamps because he would use them
until the lease expires. Quintos refused to get the furniture in because Beck had declined to make delivery of all
of them. Beck, before vacating the house, deposited with the Sheriff all the furniture belonging to Quintos and
they are now on deposit in the warehouse, in the custody of the said sheriff.

Issue: whether Beck complied with his obligation to return the furniture upon Quintos’ demand; whether the
latter is bound to bear the deposit fees thereof, and whether she is entitled to the costs of litigation.lawphi1.net

Held:

The contract entered into between the parties is one of  commadatum, because under it the plaintiff
gratuitously granted the use of the furniture to the defendant, reserving for herself the ownership
thereof; by this contract the defendant bound himself to return the furniture to the plaintiff, upon the
latters demand. The obligation voluntarily assumed by the defendant to return the furniture upon the
plaintiff's demand, means that he should return all of them to the plaintiff at the latter's residence or
house. The defendant did not comply with this obligation when he merely placed them at the disposal of
the plaintiff, retaining for his benefit the furnitures.

As the defendant had voluntarily undertaken to return all the furniture to the plaintiff, upon the latter's demand,
the Court could not legally compel her to bear the expenses occasioned by the deposit of the furniture at the
defendant's behest. The latter, as bailee, was not entitled to place the furniture on deposit; nor was the plaintiff
under a duty to accept the offer to return the furniture, because the defendant wanted to retain the furniture.

As to the value of the furniture, we do not believe that the plaintiff is entitled to the payment thereof by the
defendant in case of his inability to return some of the furniture because the defendant has neither agreed to nor
admitted the correctness of the said value. Should the defendant fail to deliver some of the furniture, the value
thereof should be latter determined by the trial Court through evidence which the parties may desire to present.

The costs in both instances should be borne by the defendant because the plaintiff is the prevailing party
(section 487 of the Code of Civil Procedure). The defendant was the one who breached the contract
of commodatum, and without any reason he refused to return and deliver all the furniture upon the plaintiff's
demand. In these circumstances, it is just and equitable that he pay the legal expenses and other judicial costs
which the plaintiff would not have otherwise defrayed.

The appealed judgment is modified and the defendant is ordered to return and deliver to the plaintiff, in the
residence to return and deliver to the plaintiff, in the residence or house of the latter, all the furniture. The
expenses which may be occasioned by the delivery to and deposit of the furniture with the Sheriff shall be for
the account of the defendant.
Serrano vs. Central Bank, G.R. No. L-30511, February 14, 1980

Facts:

Petition for mandamus and prohibition, with preliminary injunction, that seeks the establishment of joint and
solidary liability to the amount of 350k, with interest, against respondent Central Bank of the Philippines and
Overseas Bank of Manila and its stockholders, on the alleged failure of the Overseas Bank of Manila to return
the time deposits made by petitioner and assigned to him, on the ground that respondent Central Bank failed in
its duty to exercise strict supervision over respondent Overseas Bank of Manila to protect depositors and the
general public. Petitioner also prays that both respondent banks be ordered to execute the proper and necessary
documents to constitute all properties into a trust fund in favor of Serrano and all other depositors of respondent
Overseas Bank. It is also prayed that the Central Bank be prohibited permanently from honoring, implementing,
or doing any act predicated upon the validity or efficacy of the deeds of mortgage, assignment. and/or
conveyance or transfer of whatever nature of the properties listed in Annex "7" of the Answer of respondent
Central Bank in G.R. No. 29352. .

Respondent Central Bank admits that it is charged with the duty of administering the banking system of the
Republic and it exercises supervision over all doing business in the Philippines, but denies the petitioner's
allegation that the Central Bank has the duty to exercise a most rigid and stringent supervision of banks,
implying that respondent Central Bank has to watch every move or activity of all banks, including respondent
Overseas Bank. Central Bank claims that the Overseas Bank, while operating, was only on a limited degree of
banking operations since the Monetary Board decided to prohibit the Overseas Bank from making new loans
and investments in view of its chronic reserve deficiencies against its deposit liabilities.

Respondent Central Bank also denied that it is guarantor of the permanent solvency of any banking institution
as claimed by petitioner. It claims that neither the law nor sound banking supervision requires respondent
Central Bank to represent to the public any remedial measures it may impose upon chronic delinquent banks as
such action may inevitably result to panic or bank "runs".

In G.R. No. L-29362, entitled " Ramos, et al. vs. Central Bank of the Philippines," a case was filed by the
Ramos, wherein respondent Overseas Bank sought to prevent respondent Central Bank from closing, declaring
the former insolvent, and liquidating its assets. Petitioner Manuel Serrano in this case, a motion to intervene in
G.R. No. L-29352, on the ground that Serrano had a real and legal interest as depositor of the Overseas Bank in
the matter in litigation in that case. Respondent Central Bank in G.R. No. L-29352 opposed petitioner Manuel
Serrano's motion to intervene in that case, on the ground that his claim as depositor of the Overseas Bank should
properly be ventilated in the CFI, and if this Court were to allow Serrano to intervene as depositor in G.R. No.
L-29352, thousands of other depositors would follow and thus cause an avalanche of cases in this Court. The
Court denied Serrano's, motion to intervene.

This Court rendered decision in G.R. No. L-29352 favorable to the respondent Overseas Bank, with the
dispositive portion to wit:

WHEREFORE, the writs prayed for in the petition are hereby granted and respondent Central
Bank's resolution Nos. 1263, 1290 and 1333 (that prohibit the Overseas Bank of Manila to
participate in clearing, direct the suspension of its operation, and ordering the liquidation of said
bank) are hereby annulled and set aside; and said respondent Central Bank is directed to comply
with its obligations under the Voting Trust Agreement, and to desist from taking action in
violation therefor. Costs against respondent Central Bank.

Issue: Whether or not the central bank is liable for the failure of encashment worth 350, ooo including interest.

Held:

Dismissed the petition for lack of merit.

By the very nature of the claims and causes of action against respondents, they in reality are recovery of time
deposits plus interest from respondent Overseas Bank, and recovery of damages against respondent Central
Bank for its alleged failure to strictly supervise the acts of the other respondent Bank and protect the interests of
its depositors by virtue of the constructive trust created when respondent Central Bank required the other
respondent to increase its collaterals for its overdrafts said emergency loans, said collaterals allegedly acquired
through the use of depositors money. These claims shoud be ventilated in the CFI as We already pointed out
when this Court denied petitioner's motion to intervene in G.R. No. L-29352. Claims of these nature are not
proper in actions for mandamus and prohibition as there is no shown clear abuse of discretion by the Central
Bank in its exercise of supervision over the other respondent Overseas Bank, and if there was, petitioner here is
not the proper party to raise that question, but rather the Overseas Bank, as it did in G.R. No. L-29352. Neither
is there anything to prohibit in this case, since the questioned acts of the respondent Central Bank (the acts of
dissolving and liquidating the Overseas Bank of Manila), which petitioner here intends to use as his basis for
claims of damages against respondent Central Bank, had been accomplished a long time ago.

Furthermore, both parties overlooked one fundamental principle in the nature of bank deposits when the
petitioner claimed that there should be created a constructive trust in his favor when the respondent Overseas
Bank increased its collaterals in favor of respondent Central Bank for the former's overdrafts and emergency
loans, since these collaterals were acquired by the use of depositors' money.

Bank deposits are in the nature of irregular deposits. They are really loans because they earn interest. All
kinds of bank deposits, whether fixed, savings, or current are to be treated as loans and are to be covered
by the law on loans.  Current and savings deposit are loans to a bank because it can use the same. The
petitioner here in making time deposits that earn interests with respondent Overseas Bank was in reality
a creditor of the respondent Bank and not a depositor. The respondent Bank was in turn a debtor of
petitioner. Failure of the respondent Bank to honor the time deposit is failure to pay s obligation as a
debtor and not a breach of trust arising from depositary's failure to return the subject matter of the
deposit.

*Mutuum/Loan- change of ownership; Deposit- not perfected until the delivery of the object of the obligation.
(real contract)

-Serrano filed a complaint for Breach of Trust against Central Bank/Overseas Bank.

-Bank is not liable for breach of trust, because it’s a loan and not a deposit (there’s no trust between parties).
Their relationship is only a creditor-debtor. If there’s failure to deliver the thing in equivalent value, Seerrano’s
cause of action is for specific performance of the delivery/payment.

-If you have deposit in the bank, you’re in a contract of loan/mutuum.

-In banks, the contract is not depositary but a loan you gave to the bank.