SECOND DIVISION

[G.R. No. 109373. March 20, 1995.]

PACIFIC BANKING CORPORATION EMPLOYEES

ORGANIZATION, PAULA S. PAUG, and its officers and
members, petitioners, v s . THE HONORABLE COURT OF
APPEALS and VITALIANO N. NAÑAGAS II, as Liquidator of
Pacific Banking Corporation, respondents.

[G.R. No. 112991. March 20, 1995.]

THE PRESIDENT OF THE PHILIPPINE DEPOSIT INSURANCE

CORPORATION, as Liquidator of the Pacific Banking
Corporation, petitioner, vs. COURT OF APPEALS, HON. JUDGE
REGINO T. VERIDIANO II, DEPUTY SHERIFF RAMON
ENRIQUEZ and ANG ENG JOO, ANG KEONG LAN and E.J. ANG
INT'L. LTD., represented by their Attorney-in-fact,
GONZALO C. SY, respondents.

Puruganan Chato Tan & Geronimo for petitioner in G.R. No. 112991.
Potenciano A. Flores for petitioners in G.R. No. 109373.
Marbibi Law Office for private respondent.
The Solicitor General for public respondent.

SYLLABUS

1. REMEDIAL LAW; ACTIONS; DISTINCTION BETWEEN AN ORDINARY

ACTION AND A SPECIAL PROCEEDING. — Elucidating the crucial distinction
between an ordinary action and a special proceeding, Chief Justice Moran
states: Action is the act by which one sues another in a court of justice for the
enforcement or protection of a right, or the prevention or redress of a wrong
while special proceeding is the act by which one seeks to establish the status
or right of a party, or a particular fact. Hence, action is distinguished from
special proceeding in that the former is a formal demand of a right by one
against another, while the latter is but a petition for a declaration of a status,
right or fact. Where a party-litigant seeks to recover property from another, his
remedy is to file an action. Where his purpose is to seek the appointment of a
guardian for an insane, his remedy is a special proceeding to establish the fact
or status of insanity calling for an appointment of guardianship.
2. ID.; ID.; ID.; PETITION FOR LIQUIDATION OF AN INSOLVENT
CORPORATION UNDER REPUBLIC ACT NO. 265 (CENTRAL BANK ACT), A
SPECIAL PROCEEDING. — Considering this distinction, a petition for
liquidation of an insolvent corporation should be classified a special
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 proceeding and not an ordinary action. Such petition does not seek the
enforcement or protection of a right nor the prevention or redress of a wrong
against a party. It does not pray for affirmative relief for injury arising from a
party's wrongful act or omission nor state a cause of action that can be
enforced against any person. What it seeks is merely a declaration by the
trial court of the corporation's insolvency so that its creditors may be able to
file their claims in the settlement of the corporation's debts and obligations.
Put in another way, the petition only seeks a declaration of the corporation's
state of insolvency and the concomitant right of creditors and the order of
payment of their claims in the disposition of the corporation's assets.
3 . ID.; ID.; ID.; ID.; DOES NOT RESEMBLE PETITION FOR
INTERPLEADER. — Contrary to the rulings of the Court of Appeals' Fourteenth
Division, liquidation proceedings do not resemble petitions for interpleader.
For one, an action for interpleader involves claims on a subject matter
against a person who has no interest therein. This is not the case in a
liquidation proceeding where the Liquidator, as representative of the
corporation, takes charge of its assets and liabilities for the benefit of the
creditors. He is thus charged with insuring that the assets of the corporation
are paid only to rightful claimants and in the order of payment provided by
law.
4. ID.; ID.; ID.; ID.; RESEMBLES A PROCEEDING FOR SETTLEMENT
OF ESTATE OF DECEASED PERSONS. — Rather, a liquidation proceeding
resembles the proceeding for the settlement of estate of deceased persons
under Rules 73 to 91 of the Rules of Court. The two have a common purpose:
the determination of all the assets and payment of all the debts and
liabilities of the insolvent corporation or the estate. The Liquidator and the
administrator or executor are both charged with the assets for the benefit of
the claimants. The court's concern is with the declaration of creditors and
their rights and the determination of their order of payment. Furthermore, as
in the settlement of estates, multiple appeals are allowed in proceedings for
liquidation of an insolvent corporation.
5. ID.; ID.; ID.; ID.; APPEALS; RECORD OF APPEAL, JURISDICTIONAL.
— In G.R. No. 112991, the Liquidator's notice of appeal was filed on time,
having been filed on the 23rd day of receipt of the order granting the claims
of the Stockholders/Investors. However, the Liquidator did not file a record
on appeal with the result that he failed to perfect his appeal. As already
stated, a record on appeal is required under the Interim Rules and Guidelines
in special proceedings and for cases where multiple appeals are allowed. The
reason for this is that the several claims are actually separate ones and a
decision or final order with respect to any claim can be appealed.
Necessarily the original record on appeal must remain in the trial court
where other claims may still be pending.
6. ID.; ID.; ID.; ID.; ID.; FAILURE TO PERFECT APPEAL RENDERS
ORDER GRANTING CLAIMS OF STOCKHOLDERS/INVESTORS FINAL. —
Because of the Liquidator's failure to perfect his appeal, the order granting
the claims of the Stockholders/Investors became final.
7. ID.; ID.; ID.; ID.; ID.; FILING OF RECORD ON APPEAL WITHIN
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 EXTENSION SOUGHT, WITHIN PERIOD. — On the other hand, in G.R. No.
109373, we find that the Fifth Division correctly granted the Liquidator's
Petition for Certiorari, Prohibition and Mandamus. As already noted, the
Liquidator filed a notice of appeal and a motion for extension to file a record
on appeal on December 10, 1991, i.e., within 30 days of his receipt of the
order granting the Union's claim. Without waiting for the resolution of his
motion for extension, he filed on December 20, 1991 within the extension
sought a record on appeal. Respondent judge thus erred in disallowing the
notice on appeal and denying the Liquidator's motion for extension to file a
record on appeal.
8 . ID.; ID.; ID.; ID.; FUNCTION OF THE TRIAL COURT. — In
liquidation proceedings, the function of the trial court is not limited to
assisting in the implementation of the orders of the Monetary Board. Under
the same Section (S29) of the law invoked by the Union, the court has
authority to set aside the decision of the Monetary Board "if there is a
convincing proof that the action is plainly arbitrary and made in bad faith."
9. MERCANTILE LAW; REPUBLIC ACT NO. 265 (CENTRAL BANK
ACT); LIQUIDATION OF INSOLVENT BANK; LIQUIDATOR; NOT ONLY THE
REPRESENTATIVE OF CENTRAL BANK BUT ALSO OF THE INSOLVENT BANK. —
In truth, the Liquidator is the representative not only of the Central Bank but
also of the insolvent bank. Under Sections 28A-29 of Rep. Act No. 265 he
acts in behalf of the bank "personally or through counsel as he may retain,
in all actions or proceedings for or against the corporation" and he has
authority "to do whatever may be necessary for these purposes." This
authority includes the power to appeal from the decisions or final orders of
the court which he believes to be contrary to the interest of the bank.
10. REMEDIAL LAW; SPECIAL PROCEEDINGS; LIQUIDATION OF
INSOLVENT BANK; APPEAL; NOTICE OF APPEAL AND MOTION FOR
ADDITIONAL TIME TO SUBMIT RECORD ON APPEAL, FILED JOINTLY BY THE
OFFICE OF THE SOLICITOR GENERAL AND LAWYERS OF PDIC. — Finally the
Union contends that the notice of appeal and motion for extension of time to
file the record on appeal filed in behalf of the Central Bank was not filed by
the Office of the Solicitor General as counsel for the Central Bank. This
contention has no merit. On October 22, 1992, as Assistant Solicitor General
Cecilio O. Estoesta informed the trial court on March 27, 1992, the OSG had
previously authorized lawyers of the PDIC to prepare and sign pleadings in
the case. Conformably thereto the Notice of Appeal and the Motion for
Additional Time to Submit Record on Appeal filed were jointly signed by
Solicitor Reynaldo I. Saludares in behalf of the OSG and by lawyers of the
PDIC.

DECISION

MENDOZA, J : p

These cases have been consolidated because the principal question

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 involved is the same: whether a petition for liquidation under 29 of Rep. Act
No. 265, otherwise known as the Central Bank Act, is a special proceeding or
an ordinary civil action. The Fifth and the Fourteenth Divisions of the Court of
Appeals reached opposite results on this question and consequently applied
different periods for appealing. cdphil

The facts are as follows:

I.
Proceedings in the CB and the RTC
On July 5, 1985, the Pacific Banking Corporation (PaBC) was placed
under receivership by the Central Bank of the Philippines pursuant to
Resolution No. 699 of its Monetary Board. A few months later, it was placed
under liquidation 1 and a Liquidator was appointed. 2
On April 7, 1986, the Central Bank filed with the Regional Trial Court of
Manila, Branch 31, a petition entitled "Petition for Assistance in the
Liquidation of Pacific Banking Corporation." 3 The petition was approved,
after which creditors filed their claims with the court.
On May 17, 1991, a new Liquidator, Vitaliano N. Nañagas, 4 President of
the Philippine Deposit Insurance Corporation (PDIC), was appointed by the
Central Bank. prcd

On March 13, 1989 the Pacific Banking Corporation Employees

Organization (Union for short), petitioner in G.R. No. 109373, filed a
complaint-in-intervention seeking payment of holiday pay, 13th month pay
differential, salary increase differential, Christmas bonus, and cash
equivalent of Sick Leave Benefits due its members as employees of PaBC. In
its order dated September 13, 1991, the trial court ordered payment of the
principal claims of the Union. 5
The Liquidator received a copy of the order on September 16, 1991. On
October 16, 1991, he filed a Motion for Reconsideration and Clarification of
the order. In his order of December 6, 1991, the judge modified his
September 13, 1991 6 but in effect denied the Liquidator's Motion for
reconsideration. This order was received by the Liquidator on December 9,
1991. The following day, December 10, 1991, he filed a Notice of Appeal and
a Motion for Additional Time to Submit Record on Appeal. On December 20,
1991, he filed the Record on Appeal. On December 23, 1991, another Notice
of Appeal was filed by the Office of the Solicitor General in behalf of
Nañagas.
In his order of February 10, 1992, respondent judge disallowed the
Liquidator's Notice of Appeal on the ground that it was late, i.e., more than
15 days after receipt of the decision. The judge declared his September 13,
1991 order and subsequent orders to be final and executory and denied
reconsideration. On March 27, 1992 he granted the Union's Motion for
Issuance of a Writ of Execution.
Ang Keong Lan and E.J. Ang Int'l., private respondents in G.R. No.
112991, likewise filed claims for the payment of investment in the PaBC
allegedly in the form of shares of stocks amounting to US$2,531,632.18. The
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 shares of stocks, consisting of 154,462 common shares, constituted 11% of
the total subscribed capital stock of the PaBC. They alleged that their claim
constituted foreign exchange capital investment entitled to preference in
payment under the Foreign Investments Law. cdll

In his order dated September 11, 1992, respondent judge of the RTC
directed the Liquidator to pay private respondents the total amount of their
claim as preferred creditors. 7
The Liquidator received the order on September 16, 1992. On
September 30, 1992 he moved for reconsideration, but his motion was
denied by the court on October 2, 1992. He received the order denying his
Motion for Reconsideration on October 5, 1992. On October 14,1992 he filed
a Notice of Appeal from the orders of September 16, 1992 and October 2,
1992. As in the case of the Union, however, the judge ordered the Notice of
Appeal stricken off the record on the ground that it had been filed without
authority of the Central Bank and beyond 15 days. In his order of October 28,
1992, the judge directed the execution of his September 11, 1992 order
granting the Stockholders/Investors' claim.
II.
Proceedings in the Court of Appeals
The Liquidator filed separate Petitions for Certiorari, Prohibition and
Mandamus in the Court of Appeals to set aside the orders of the trial court
denying his appeal from the orders granting the claims of Union and of the
Stockholders/Investors. The two Divisions of the Court of Appeals, to which
the cases were separately raffled, rendered conflicting rulings.
In its decision of November 17, 1992 in CA-G.R. SP No. 27751 (nowG.R.
No. 109373) the Fifth Division 8 held in the case of the Union that the
proceeding before the trial court was a special proceeding and, therefore,
the period for appealing from any decision or final order rendered therein is
30 days. Since the notice of appeal of the Liquidator was filed on the 30th
day of his receipt of the decision granting the Union's claims, the appeal was
brought on time. The Fifth Division, therefore, set aside the orders of the
lower court and directed the latter to give due course to the appeal of the
Liquidator and set the Record on Appeal he had filed for hearing. llcd

On the other hand, on December 16, 1993, the Fourteenth Division 9

ruled in CA-G.R. SP No. 29351 (now G.R. No. 112991) in the case of the
Stockholders/Investors that a liquidation proceeding is an ordinary action.
Therefore, the period for appealing from any decision or final order rendered
therein is 15 days and that since the Liquidator's appeal notice was filed on
the 23rd day of his receipt of the order appealed from, deducting the period
during which his motion for reconsideration was pending, the notice of
appeal was filed late. Accordingly, the Fourteenth Division dismissed the
Liquidator's petition.
III.
Present Proceedings
The Union and the Liquidator then separately filed petitions before this
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 Court.
In G.R. No. 109373 the Union contends that:
1. The Court of Appeals acted without jurisdiction over the subject
matter or nature of the suit.

2. The Court of Appeals gravely erred in taking cognizance of the

petition for certiorari filed by Nañagas who was without any legal
authority to file it.
3. The Court of Appeals erred in concluding that the case is a
special proceeding governed by Rules 72 to 109 of the Revised
Rules of Court.
4. The Court of Appeals erred seriously in concluding that the
notice of appeal filed by Nañagas was filed on time.
5. The Court of Appeals erred seriously in declaring that the second
notice of appeal filed on December 23, 1991 by the Solicitor
General is a superfluity.

On the other hand, in G.R. No. 112991 the Liquidator contends that:
1. The Petition for Assistance in the Liquidation of the Pacific
Banking Corporation is a Special Proceeding case and/or one
which allows multiple appeals, in which case the period of appeal
is 30 days and not 15 days from receipt of the order/judgment
appealed from.
2. Private respondents are not creditors of PaBC but are plain
stockholders whose right to receive payment as such would
accrue only after all the creditors of the insolvent bank have
been paid.
3. The claim of private respondents in the amount of
US$22,531,632.18 is not in the nature of foreign investment as it
is understood in law.
4. The claim of private respondents has not been clearly
established and proved.
5. The issuance of a writ of execution against the assets of PaBC
was made with grave abuse of discretion.

The petitions in these cases must be dismissed.

First. As stated in the beginning, the principal question in these cases
is whether a petition for liquidation under §29 of Rep. Act No. 265 is in the
nature of a special proceeding. If it is, then the period of appeal is 30 days
and the party appealing must, in addition to a notice of appeal, file with the
trial court a record on appeal in order to perfect his appeal. Otherwise, if a
liquidation proceeding is an ordinary action, the period of appeal is 15 days
from notice of the decision or final order appealed from. cdphil

BP Blg. 129 provides:

§39. Appeals. — The period for appeal from final orders,
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 resolutions, awards, judgments, or decisions of any court in all cases
shall be fifteen (15) days counted from the notice of the final order,
resolution, award, judgment or decision appealed from: Provided,
however, that in habeas corpus cases the period for appeal shall be
forty-eight (48) hours from the notice of the judgment appealed from.
No record on appeal shall be required to take an appeal. In lieu
thereof, the entire record shall be transmitted with all the pages
prominently numbered consecutively, together with an index of the
contents thereof.
This section shall not apply in appeals in special proceedings and
in other cases wherein multiple appeals are allowed under applicable
provisions of the Rules of Court.

The Interim Rules and Guidelines to implement BP Blg. 129 provides:

19. Period of Appeals. —
(a) All appeals, except in habeas corpus cases and in the
cases referred to in paragraph (b) hereof, must be taken within fifteen
(15) days from notice of the judgment, order, resolution or award
appealed from.
(b) In appeals in special proceedings in accordance with Rule
109 of the Rules of Court and other cases wherein multiple appeals are
allowed, the period of appeals shall be thirty (30) days, a record on
appeal being required.

The Fourteenth Division of the Court of Appeals held that the

proceeding is an ordinary action similar to an action for interpleader under
Rule 63. 10 The Fourteenth Division stated:
The petition filed is akin to an interpleader under Rule 63 of the
Rules of Court where there are conflicting claimants or several claims
upon the same subject matter, a person who claims no interest thereon
may file an action for interpleader to compel the claimants to
"interplead" and litigate their several claims among themselves.
(Section 1, Rule 63).
An interpleader is in the category of a special civil action under
Rule 62 which, like an ordinary action, may be appealed only within
fifteen (15) days from notice of the judgment or order appealed from.
Under Rule 62, the preceding rules covering ordinary civil actions
which are not inconsistent with or may serve to supplement the
provisions of the rule relating to such civil actions are applicable to
special civil actions. This embraces Rule 41 covering appeals from the
regional trial court to the Court of Appeals.
...

Thus, under Section 1, Rule 2 of the Rules of Court, an action is

defined as "an ordinary suit in a court of justice by which one party
prosecutes another for the enforcement or protection of a right or the
prevention or redress of a wrong." On the other hand, Section 2 of the
same Rule states that "every other remedy including one to establish
the status or right of a party or a particular fact shall be by special
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 proceeding."
To our mind, from the aforequoted definitions of an action and a
special proceeding, the petition for assistance of the court in the
liquidation of an asset of a bank is not "one to establish the status or
right of a party or a particular fact." Contrary to the submission of the
petitioner, the petition is not intended to establish the fact of
insolvency of the bank. The insolvency of the bank had already been
previously determined by the Central Bank in accordance with Section
9 of the CB Act before the petition was filed. All that needs to be done
is to liquidate the assets of the bank and thus the assistance of the
respondent court is sought for that purpose. LLphil

It should be pointed out that this petition filed is not among the
cases categorized as a special proceeding under Section 1, Rule 72 of
the Rules of Court, nor among the special proceedings that may be
appealed under Section 1, Rule 109 of the Rules.

We disagree with the foregoing view of the Fourteenth Division. Rule 2

of the Rules of Court provide:
§1. Action defined. — Action means an ordinary suit in a court
of justice, by which one party prosecutes another for the enforcement
or protection of a right, or the prevention or redress of a wrong.
§2. Special proceeding distinguished. — Every other remedy,
including one to establish the status or right of a party or a particular
fact, shall be by special proceeding.

Elucidating the crucial distinction between an ordinary action and a

special proceeding, Chief Justice Moran states: 11
Action is the act by which one sues another in a court of justice
for the enforcement or protection of a right, or the prevention or
redress of a wrong while special proceeding is the act by which one
seeks to establish the status or right of a party, or a particular fact.
Hence, action is distinguished from special proceeding in that the
former is a formal demand of a right by one against another, while the
latter is but a petition for a declaration of a status, right or fact. Where
a party-litigant seeks to recover property from another, his remedy is
to file an action. Where his purpose is to seek the appointment of a
guardian for an insane, his remedy is a special proceeding to establish
the fact or status of insanity calling for an appointment of guardianship.

Considering this distinction, a petition for liquidation of an insolvent

corporation should be classified a special proceeding and not an ordinary
action. Such petition does not seek the enforcement or protection of a right
nor the prevention or redress of a wrong against a party. It does not pray for
affirmative relief for injury arising from a party's wrongful act or omission
nor state a cause of action that can be enforced against any person.
What it seeks is merely a declaration by the trial court of the
corporation's insolvency so that its creditors may be able to file their claims
in the settlement of the corporation's debts and obligations. Put in another
way, the petition only seeks a declaration of the corporation's debts and
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 obligations. Put in another way, the petition only seeks a declaration of the
corporation's state of insolvency and the concomitant right of creditors and
the order of payment of their claims in the disposition of the corporation's
assets.
Contrary to the rulings of the Fourteenth Division, liquidation
proceedings do not resemble petitions for interpleader. For one, an action
for interpleader involves claims on a subject matter against a person who
has no interest therein. 12 This is not the case in a liquidation proceeding
where the Liquidator, as representative of the corporation, takes charge of
its assets and liabilities for the benefit of the creditors. 13 He is thus charged
with insuring that the assets of the corporation are paid only to rightful
claimants and in the order of payment provided by law.
Rather, a liquidation proceeding resembles the proceeding for the
settlement of estate of deceased persons under Rules 73 to 91 of the Rules
of Court. The two have a common purpose: the determination of all the
assets and the payment of all the debts and liabilities of the insolvent
corporation or the estate. The Liquidator and the administrator or executor
are both charged with the assets for the benefit of the claimants. In both
instances, the liability of the corporation and the estate is not disputed. The
court's concern is with the declaration of creditors and their rights and the
determination of their order of payment. LexLib

Furthermore, as in the settlement of estates, multiple appeals are

allowed in proceedings for liquidation of an insolvent corporation. As the
Fifth Division of the Court of Appeals, quoting the Liquidator, correctly noted:
A liquidation proceeding is a single proceeding which consists of
a number of cases properly classified as "claims." It is basically a two-
phased proceeding. The first phase is concerned with the approval and
disapproval of claims. Upon the approval of the petition seeking the
assistance of the proper court in the liquidation of a closed entity, all
money claims against the bank are required to be filed with the
liquidation court. This phase may end with the declaration by the
liquidation court that the claim is not proper or without basis. On the
other hand, it may also end with the liquidation court allowing the
claim. In the latter case, the claim shall be classified whether it is
ordinary or preferred, and thereafter included Liquidator. In either
case, the order allowing or disallowing a particular claim is final order,
and may be appealed by the party aggrieved thereby.
The second phase involves the approval by the Court of the
distribution plan prepared by the duly appointed liquidator. The
distribution plan specifies in detail the total amount available for
distribution to creditors whose claim were earlier allowed. The Order
finally disposes of the issue of how much property is available for
disposal. Moreover, it ushers in the final phase of the liquidation
proceeding — payment of all allowed claims in accordance with the
order of legal priority and the approved distribution plan.
Verily, the import of the final character of an Order of allowance
or disallowance of a particular claim cannot be overemphasized. It is
the operative fact that constitutes a liquidation proceeding a "case
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 where multiple appeals are allowed by law." The issuance of an Order
which, by its nature, affects only the particular claims involved, and
which may assume finality if no appeal is made therefrom, ipso facto
creates a situation where multiple appeals are allowed.
A liquidation proceeding is commenced by the filing of a single
petition by the Solicitor General with a court of competent jurisdiction
entitled, "Petition for Assistance in the Liquidation" of e.g., Pacific
Banking Corporation. All claims against the insolvent are required to be
filed with the liquidation court. Although the claims are litigated in the
same proceeding, the treatment is individual. Each claim is heard
separately. And the Order issued relative to a particular claim applies
only to said claim, leaving the other claims unaffected, as each claim is
considered separate and distinct from the others. Obviously, in the
event that an appeal from an Order allowing or disallowing a particular
claim is made, only said claim is affected, leaving the others to
proceed with their ordinary course. In such case, the original records of
the proceeding are not elevated to the appellate court. They remain
with the liquidation court. In lieu of the original record, a record of
appeal is instead required to be prepared and transmitted to the
appellate court.
Inevitably, multiple appeals are allowed in liquidation
proceedings. Consequently, a record on appeal is necessary in each
and every appeal made. Hence, the period to appeal therefrom should
be thirty (30) days, a record on appeal being required. (Record, pp.
162-164).

I n G.R. No. 112991 (the case of the Stockholders/Investors), the

Liquidator's notice of appeal was filed on time, having been filed on the 23rd
day of receipt of the order granting the claims of the Stockholders/Investors.
However, the Liquidator did not file a record on appeal with the result that
he failed to perfect his appeal. As already stated, a record on appeal is
required under the Interim Rules and Guidelines in special proceedings and
for cases where multiple appeals are allowed. The reason for this is that the
several claims are actually separate ones and a decision or final order with
respect to any claim can be appealed. Necessarily the original record on
appeal must remain in the trial court where other claims may still be
pending.
Because of the Liquidator's failure to perfect his appeal, the order
granting the claims of the Stockholders/Investors became final.
Consequently, the Fourteenth Division's decision dismissing the Liquidator's
Petition for Certiorari, Prohibition and Mandamus must be affirmed albeit for
a different reason.
On the other hand, in G.R. No. 109373 (case of the Labor Union), we
find that the Fifth Division correctly granted the Liquidator's Petition for
Certiorari, Prohibition and Mandamus. As already noted, the Liquidator filed
a notice of appeal and a motion for extension to file a record appeal on
December 10, 1991, i.e., within 30 days of his receipt of the order granting
the Union's claim. Without waiting for the resolution of his motion for
extension, he filed on December 20, 1991 within the extension sought a
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 record on appeal. Respondent judge thus erred in disallowing the notice on
appeal and denying the Liquidator's motion for extension to file a record on
appeal. Cdpr

The Fifth Division of the Court of Appeals correctly granted the

Liquidator's Petition for Certiorari, Prohibition and Mandamus and its decision
should, therefore, be affirmed.
Second . In G.R. No. 109373, The Union claims that under §29 of Rep.
Act No. 265, the court merely assists in adjudicating the claims of creditors,
preserves the assets of the institution, and implements the liquidation plan
approved by the Monetary Board and that, therefore, as representative of
the Monetary Board, the Liquidator cannot question the order of the court or
appeal from it. It contends that since the Monetary Board had previously
admitted PaBC's liability to the laborers by in fact setting aside the amount
of P112,234,292.44 for the payment of their claims, there was nothing else
for the Liquidator to do except to comply with the order of the court.
The Union's contention is untenable. In liquidation proceedings, the
function of the trial court is not limited to assisting in the implementation of
the orders of the Monetary Board. Under the same section (§29) of the law
invoked by the Union, the court has authority to set aside the decision of the
Monetary Board "if there is a convincing proof that the action is plainly
arbitrary and made in bad faith." 14 As this Court held in Rural Bank of Buhi,
Inc. v. Court of Appeals: 15
There is no question that the action of the Monetary Board in this
regard may be subject to judicial review. Thus, it has been held that
the Court's may interfere with the Central Bank's exercise of discretion
in determining whether or not a distressed bank shall be supported or
liquidated. Discretion has its limits and has never been held to include
arbitrariness, discrimination or bad faith (Ramos v. Central Bank of the
Philippines, 41 SCRA 567 [1971]).
In truth, the Liquidator is the representative not only of the Central
Bank but also of the insolvent bank. Under §28A-§29 of Rep. Act No. 265 he
acts in behalf of the bank "personally or through counsel as he may retain,
in all actions or proceedings or against the corporation" and he has authority
"to do whatever may be necessary for these purposes." This authority
includes the power to appeal from the decisions or final orders of the court
which he believes to be contrary to the interest of the bank.
Finally the Union contends that the notice of appeal and motion for
extension of time to file the record on appeal filed in behalf of the Central
Bank was not filed by the Office of the Solicitor General as counsel for the
Central Bank. This contention has no merit. On October 22, 1992, as
Assistant Solicitor General Cecilio O. Estoesta informed the trial court on
March 27, 1992, the OSG had previously authorized lawyers of the PDIC to
prepare and sign pleadings in the case. 16 Conformably thereto the Notice
of Appeal and the Motion for Additional Time to Submit Record on Appeal
filed were jointly signed by Solicitor Reynaldo I. Saludares in behalf of the
OSG and by lawyers of the PDIC. 17
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 WHEREFORE, in G.R. No. 109373 and G.R. No. 112991, the decisions
appealed from are AFFIRMED.
SO ORDERED.
Narvasa, C.J., Bidin, Regalado and Puno, JJ., concur.

Footnotes

1. MB Resolution No. 1233 issued on November 22, 1985.

2. Renan V. Santos, Special Assistant to the Governor of the Central Bank of
the Philippines.

3. Docketed as SP Proc. No. 86-35313.

4. MB Resolution No. 537.

5. The dispositive portion of the order, dated September 13, 1991, reads:

WHEREFORE, the Court hereby directs the Liquidator to immediately

compute and pay the following monetary claims of the
plaintiffs/intervenors:
(a) Holiday pay covering the period from November 1, 1974 to
October 31, 1985;

(b) 13th month pay in 1985 and salary differential pay to

employees with permanent appointments as of January 1982 including the
28% salary increase under the 1982 CBA; and

(c) 1985 Christmas bonus;

(d) Commutation and payment of all unused sick leave credits;

and

(e) The payment of 10% of the total claims as computed, due and
paid to the plaintiffs/intervenors' counsel, Atty. Potenciano A. Flores, as
attorney's fees through the Branch Clerk of Court.
The Monetary Claims of the plaintiffs/intervenors for the Emergency
Leave credits, Hospital Assistance Funds, and Anniversary Increase are
DENIED unless supporting documents are presented by
claimants/intervenors as attested by PaBC's physician and/or responsible
officers of the PaBC that they are entitled to said claims.
SO ORDERED.

6. The dispositive portion of the order, dated December 6, 1991, reads:

WHEREFORE, the Order of this Court dated September 13, 1991 is

hereby modified and the Liquidator is ordered to immediately compute and
pay the following monetary claims of the plaintiffs/intervenors:

a) The claim for holiday pay covering the period from November 1,
1974 to October 31, 1985;
b) The claim for 28% salary differential pursuant to the CBA
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 increase;
c) The claim for Christmas Bonus which should be pro rated based
on the employees length of service rendered up to 1985 when the Pacific
Banking Corporation was placed under liquidation; and

d) The claim for unused sick leave benefits which should be

computed and paid accordingly.

Furthermore, this Court orders:

a) The prorata payment of 13th month pay in accordance with the

position taken by the Liquidator provided in the Implementing Rules of the
Department of Labor; and

b) Consistent with the previous orders of this Court payment of

10% attorney's fees should be deducted from the total claims afforded to
the plaintiffs/intervenors and other employees of the bank (PaBC).
7. The dispositive portion of the trial court's order, dated September 11, 1992
reads:

WHEREFORE, premises considered, the Liquidator of PaBC is ordered

to pay claimants, through their Attorney-In-Fact Gonzalo C. Sy, their total
investment of US$2,531,632.18 as preferred creditors. Dividends and/or
interest that accrued in favor of claimants is hereby deferred pending study
by the Liquidator who is hereby ordered to submit his report and
recommendation within thirty (30) days from receipt of this Order.

8. Justice Serafin E. Camilon, Chairman and ponente; Justices Serafin V.C.

Guingona and Cancio C. Garcia, Members, concurring.

9. Justice Antonio M. Martinez, Chairman and ponente; Justices Artemon D.

Luna and Ma. Alicia Austria-Martinez, Members, concurring.

10. §1. Interpleader when proper. — Whenever conflicting claims upon the
same subject matter are or may be made against a person, who claims no
interest whatever in the subject matter, or an interest which in whole or in
part is not disputed by the claimants, he may bring an action against the
conflicting claimants to compel them to interplead and litigate their several
claims among themselves.
11. 1 MORAN, COMMENTS ON THE RULE OF COURT 119-120 (1979), citing
Hagans v. Wislizenus, 42 Phil. 880, 882, (1922).
12. Alvarez v. Commonwealth, 65 Phil. 302 (1938).
13. Rep. Act No. 265, 29, as amended.
14. Salud v. Central Bank of the Philippines, 143 SCRA 590 (1986).
15. 162 SCRA 288 (1988).
16. Rollo , p. 41, G.R. No. 112991.
17. Annexes "H" and "I", Rollo , CA-G.R. S.P. No. 27751.

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