Central Bank Board of Liquidators Vs.

Banco Filipino Savings and Mortgage Bank

G.R. No. 173399
February 21, 2017

FACTS:

The MB of the then CB issued MB Resolution No. 223 allowing respondent Banco
Filipino to operate as a savings bank. Respondent began formal operations, the CB
issued MB Resolution No. 955 placing Banco Filipino under conservatorship after
granting the latter's loan applications worth billions of pesos. Respondent bank filed with
the RTC Makati a Complaint against the CB for the annulment of MB Resolution No.
955.

On 6 July 1993, during the pendency of the three consolidated cases, Republic Act
(R.A.) No. 7653, or the New Central Bank Act of 1993, took effect. Under the new law,
the CB was abolished and, in its stead, the BSP was created. The new law also created
the CB-BOL for the purpose of administering and liquidating the CB's assets and
liabilities, not all of which had been transferred to the BSP. Pursuant to the Decision of
this Court in G.R. No. 70054, the BSP reopened Banco Filipino and allowed it to resume
business on 1 July 1994.

On 29 May 1995, pursuant to the recent development, Banco Filipino filed a Motion to
Admit Attached Amended/Supplemental Complaint in the three consolidated cases —
Civil Case Nos. 8108, 9675, and 10183 —before the RTC. In its
Amended/Supplemental Complaint, respondent bank sought to substitute the CB-BOL
for the defunct CB and its MB. Respondent also aimed to recover at least P18 billion in
actual damages, litigation expenses, attorney's fees, interests, and costs of suit against
petitioner and individuals who had allegedly acted with malice and evident bad faith m
placing the bank under conservatorship and eventually closing it down in 1985.

The trial court, through an Order dated 29 March 1996, granted the Motion to Admit filed
by Banco Filipino and accordingly admitted the latter's Amended/Supplemental
Complaint

ISSUE:

The crucial issue to be resolved here is whether the RTC erred in admitting Banco
Filipino's Second Amended/Supplemental Complaint in the consolidated civil cases
before it.

RULING:
It must be noted at this point that the BSP and its MB are not yet required to answer the
RTC Complaint, as the issue of their addition as parties is yet to be settled.
Nevertheless, whether or not the BSP and its MB are transferees or successors-in-
interest of the CB and its MB, the former's addition or substitution as parties to this case
must comply with the correct procedure and form prescribed by law. As mentioned at
the outset, the Court will confine its ruling on this Petition to procedural issues pertaining
to the propriety of the admission of the Second Amended/Supplemental Complaint. We
will not address the issues raised by petitioner with regard the findings of the trial and
the appellate court that the BSP is the successor-in-interest of the defunct CB65 and is
considered a transferee pendente lite66 in the civil cases. These findings relate to the
BSP's potential liability for the causes of action alleged in the original Complaint. At
issue here is Banco Filipino's attempt, through the Second Amended/Supplemental
Complaint, to hold the BSP and its MB liable for causes of action that arose in 1994.
Respondent is not without any relief. If the RTC finds that the BSP was indeed a
transferee pendente lite, the failure to implead it would not prevent the trial court from
holding the BSP liable, should liability now attach for acts alleged in the original
Complaint.

WHEREFORE, the Petition of the CB-BOL is GRANTED, and the Decision of the Court
of Appeals dated 27 January 2006 and Resolution dated 27 June 2006 in CA-G.R. SP
No. 86697 are hereby REVERSED and SET ASIDE.
LISAM ENTERPRISES V. BANCO DE ORO
G.R. NO. 143264, 23 APRIL 2012

FACTS:

Sometime in 1993, petitioner Lisam Enterprises, Inc. (LEI), in the course of its business
operation, acquired by purchase a parcel of residential land with improvement situated
at Legaspi City. On or about 28 March 1996, defendant Lilian S. Soriano and the late
Leandro A. Soriano, Jr., (Spouses Soriano), in their personal capacity and for their own
use and benefit, obtained a loan from defendant PCIB (now BDO) the amount of P20
Million. As security for the payment of the aforesaid credit accommodation, Spouses
Soriano, as president and treasurer, respectively of plaintiff LEI, without authority and
consent of the board of said plaintiff and with the use of a falsified board resolution,
executed a real estate mortgage over the above-described property of plaintiff LEI in
favor of defendant PCIB, and had the same registered with the Office of the Registry of
Deeds, Legaspi City.

Plaintiff Lolita A. Soriano as Corporate Secretary of plaintiff LEI, had never signed a
board resolution nor issued a Secretary’s Certificate to the effect that a resolution was
passed and approved by plaintiff LEI, LEI authorizing the Spouses Soriano as president
and treasurer, respectively, to mortgage the above-described property of plaintiff LEI
neither did she appear personally before a notary public to acknowledge or attest to the
issuance of a supposed board resolution issued by plaintiff LEI. That immediately upon
discovery, said plaintiff, for herself and on behalf and for the benefit of plaintiff LEI,
made demands upon defendants by paying in full their personal indebtedness to
defendant However, said defendants continued to ignore said demands, to the damage
and prejudice of plaintiffs.

Plaintiffs commenced a derivative suit against defendants Lilian S. Soriano and the
Estate of Leandro A. Soriano, Jr., before the Securities and Exchange Commission, for
“Fraudulent Scheme and Unlawful Machination with Damages” in order to protect and
preserve the rights of plaintiffs, That plaintiffs, in order to seek complete relief from the
unauthorized mortgage transaction between the Spouses Soriano and defendant PCIB,
were further compelled to institute this instant case to seek the nullification of the real
estate mortgage before the RTC.

ISSUE:

Whether petitioner Lolita Soriano, corporate Secretrary, has a legal capacity to file a
derivative suit.
RULING:

Yes.

In Hi-Yield Realty, Incorporated v. Court of Appeals, the Court enumerated the

requisites for filing a derivative suit, as follows:

a) the party bringing the suit should be a shareholder as of the time of the act or
transaction complained of, the number of his shares not being material;
b) he has tried to exhaust intra-corporate remedies, i.e., has made a demand on the
board of directors for the appropriate relief but the latter has failed or refused to heed
his plea; and
c) the cause of action actually devolves on the corporation, the wrongdoing or harm
having been, or being caused to the corporation and not to the particular stockholder
bringing the suit.

The amended complaint reveal that all the foregoing requisites had been alleged
therein. The amended complaint states “that plaintiff Lolita A. Soriano likewise made
demands upon the Board of Directors of Lisam Enterprises, Inc., to make legal steps to
protect the interest of the corporation from said fraudulent transaction, but unfortunately,
until now, no such legal step was ever taken by the Board, hence, this action for the
benefit and in behalf of the corporation,”. The amended complaint remedied the defect
in the original complaint and now sufficiently states a cause of action.
ASIAN CONSTRUCTION AND DEVELOPMENT CORPORATION, Petitioner, v.
LOURDES K. MENDOZA, Respondent.

G.R. No. 176949, 27 June 2012.

DEL CASTILLO, J.:

FACTS:

Lourdes K. Mendoza (Mendoza), sole proprietor of Highett Steel Fabricators (Highett), a

Complaint for a sum of money against Asian Construction and Development
Corporation (ACDC), a duly registered domestic corporation.

Mendoza alleged that ACDC purchased from Highett various fabricated steel materials
and supplies amounting to P1,206,177.00, exclusive of interests; that despite demand,
ACDC failed and/or refused to pay.

Petitioner moved for a bill of particulars on the ground that no copies of the purchase
orders and invoices were attached to the complaint to enable petitioner to prepare a
responsive pleading to the complaint, which motion was denied by the court.
Accordingly, ACDC filed its Answer with Counterclaim denying liability for the claims
and interposing the defense of lack of cause of action.

Mendoza presented the testimonies her salesman Artemio Tejero who confirmed the
delivery of the supplies and materials to ACDC.

The presentation of evidence for petitioner, however, was deemed waived and
terminated due to the repeated non-appearance of ACDC and counsel.

The Court ruled in favor of Mendoza, finding ACDC liable for purchase price of the
materials it ordered.

On appeal before the Supreme Court, ACDC argues that a charge or sales invoice is
not an actionable document; thus, its failure to deny under oath its genuineness and
due execution does not constitute an admission thereof. ACDC likewise insists that
respondent was not able to prove her claim as the invoices offered as evidence were
not properly authenticated by her witnesses.

ISSUE:

Whether ACDC is liable for the materials ordered.

RULING:
Yes.

A document is actionable when an action or defense is grounded upon such written

instrument or document. In the instant case, the Charge Invoices are not actionable
documents per se as these only provide details on the alleged transactions. These
documents need not be attached to or stated in the complaint as these are evidentiary
in nature. In fact, Mendoza’s cause of action is not based on these documents but on
the contract of sale between the parties.

Although the Charge Invoices are not actionable documents, these, along with the
Purchase Orders, are sufficient to prove that ACDC indeed ordered supplies and
materials from Highett and that these were duly delivered.

Moreover, contrary to the claim of ACDC, the Charge Invoices were properly identified
and authenticated by witness Tejero who was present when the supplies and materials
were delivered to ACDC and when the invoices were stamped received by its
employee.
ALFONSO SINGSON CORTAL v. INAKI A. LARRAZABAL ENTERPRISES, GR No.
199107, 2017-08-30

FACTS:

Inaki A. Larrazabal Enterprises (Larrazabal Enterprises) owned three (3) parcels of land
in Sitio Coob, Barangay Libertad, Ormoc City... these three (3) parcels were placed
under the Compulsory Acquisition Scheme of Presidential Decree No. 27, as amended
by Executive Order No. 228. Pursuant to the Scheme, Emancipation Patents and new
transfer certificates of title were issued to farmer-beneficiaries, petitioners included.

Larrazabal Enterprises filed its Action for Recovery of these parcels against the
Department of Agrarian Reform and the petitioners before the Office of the Regional
Adjudicator, Department of Agrarian Reform Adjudication Board (DARAB).

In their Answer, petitioners denied non-payment of just compensation.Regional

Adjudicator Felixberto M. Diloy (Regional Adjudicator Diloy) noted that there was
nothing in the records to show that just compensation was fixed or paid for the parcels.
Hence, he ruled in favor of Larrazabal Enterprises and ordered that it be restored to
ownership of the lots.

Petitioners appealed to the DARAB.

The DARAB reversed the Decision of Regional Adjudicator Diloy.

Petitioners then filed a Petition for Review before the Court of Appeal w/c dismissed
their Petitionfor the following formal errors... the name of Raymundo Claros Codilla was
indicated in the Motion for Extension of Time to File Petition for Review as one

Following the dismissal of their Petition for Review, petitioners filed a Motion for
Reconsideration. the Court of Appeals denied petitioners' Motion for Reconsideration.

Thus, this Petition was filed.

ISSUE:

whether the dismissal of petitioners' appeal was justified by the errors noted by the
Court of Appeals.

RULING:
It was not.

Procedural rules "are tools designed to facilitate the adjudication of cases [so] [c]ourts
and litigants alike are thus enjoined to abide strictly by the rules." They provide a system
for forestalling arbitrariness, caprice, despotism, or whimsicality in dispute settlement.
Thus, they are not to be ignored to suit the interests of a party.

Rule 43, Section 7 stipulates that failure to comply with these requisites may be
sufficient ground for dismissing the appeal

Contrary to the Court of Appeals' conclusion, this Court does not consider these defects
to have been so fatal as to peremptorily deny petitioners the opportunity to fully ventilate
their case on appeal.

In the same vein, the inclusion of Raymundo Claros Codilla (Codilla) in the Motion for
Extension of Time to File Petition for Review but not in the Petition for Review and in the
verification and certificate of non-forum shopping should not have been fatal to
petitioners' appeal. The defective verification amounted to a mere formal defect that was
neither jurisdictional nor fatal and for which a simple correction could have been ordered
by the Court of Appeals. Petitioners here, too, are acting out of a common interest.
Even assuming that a strict application of the rules must be maintained, the Court of
Appeals could just as easily have merely dropped Codilla as a party instead of
peremptorily and indiscriminately foreclosing any further chance at relief to those who
had affixed their signatures.[75

Equally not fatal to petitioners' appeal was their supposed failure to show competent
evidence of identities in their petition's verification and certification of non-forum
shopping.

Here, petitioners' failure to attach a copy of the complaint originally filed by Larrazabal
Enterprises before the DARAB should not have been fatal to their Rule 43 petition. Its
inclusion was not absolutely required, as it was certainly not the award, judgment, final
order or resolution appealed from.[103] If, in the Court of Appeals' judgment, it was a
material document, the more prudent course of action would have been to afford
petitioners time to adduce it, not to make a justit1cation out of it for dispossessing
petitioners of relief.

The Court of Appeals was harsh in denying petitioners the opportunity to exhaustively
ventilate and arsue their case. Rather than dwelling on procedural minutiae, the Court of
Appeals should have been impelled by the greater interest of justice. It should have
enabled a better consideration of the intricate issues of the application of the
Comprehensive Agrarian Reform Law, social justice, expropriation, and just
compensation. The reversals of rulings at the level of the DARAB could have been
taken as an indication that the matters at stake were far from being so plain that they
should be ignored on mere technicalities

PBCOM VS. LIM AND CALDERON

GR. No. 158138

April 12, 2005

FACTS:

PBCom filed a complaint against respondents in the RTC of Manila for the collection of
a deficiency. Petitioner alleged therein that respondents obtained a loan from it and
executed a continuing surety agreement in favor of petitioner for all loans, credits, etc
that were extended or may be extended in the future to respondents. Petitioner granted
a renewal of said loan upon respondent’s request. It was expressly stipulated threrein
that the venue for any legal action that may arise out of said promissory note shall be
Makati City, “to the exclusion of all other courts…” Respondents allegedly failed to pay
said obligation upon maturity. Thus, petitioner foreclosed the real estate mortgage
executed by respondents, leaving a deficiency balance.

Respondents moved to dismiss the complaint on the ground of improper venue,

invoking the stipulation contained in the last paragraph of the promissory note with
respect to the restrictive/exclusive venue.

The trial court denied said motion asseverating that petitioner had separate causes of
action arising from the promissory note and the continuing surety agreement. Thus,
[under] Rule 4, Section 2, of the 1997 Rules of Civil Procedure, as amended, x x x
venue was properly laid in Manila. An MR of said order was likewise denied.

On appeal, the CA ruled that respondents’ alleged debt was based on the Promissory
Note, which had provided an exclusionary stipulation on venue “to the exclusion of all
other courts.” The parties’ Surety Agreement, though silent as to venue, was an
accessory contract that should have been interpreted in consonance with the
Promissory Note. Hence, this Petition

ISSUE:

Whether the action against the sureties is covered by the restriction on venue stipulated
in the PN

RULING:

YES; Since the cases pertaining to both causes of action are restricted to Makati City as
the proper venue, petitioner cannot rely on Section 5 of Rule 2 of the Rules of Court.
**

Section 2 of Rule 4 of the ROC provides that personal actions must be commenced and
tried

(1) in the place where the plaintiff resides, or

(2) where the defendant resides, or

(3) in case of non-resident defendants, where they may be found, at the choice of the
plaintiff.

This rule on venue does not apply when the law specifically provides otherwise, or when
— before the filing of the action — the contracting parties agree in writing on the
exclusive venue thereof. Venue is not jurisdictional and may be waived by the parties. A
stipulation as to venue does not preclude the filing of the action in other places, unless
qualifying or restrictive words are used in the agreement.