PHILIPPINE COMMERCIAL G.R. No. 121989
INTERNATIONAL BANK,
Petitioner,
Present:
QUISUMBING, J.,
Chairman,
-
versus -
CARPIO,
CARPIO-MORALES, and
TINGA, JJ.
COURT OF APPEALS, ATLAS
CONSOLIDATED MINING
&
Promulgated:
DEVELOPMENT CORPORATION,
Respondents. January 31, 2006
x------------------------------------------------------------------------------------x
Tinga, J.:
In
this Petition for Review on Certiorari, Philippine Commercial International
Bank (PCIB) impugns the Decision[1] of
the Court of Appeals dated
The
antecedents follow.
PCIB and, Manila Banking Corporation
(MBC) were joint bidders in a foreclosure sale held on
Four (4) years later, Atlas agreed to
purchase some of these properties owned jointly at that time by PCIB and
MBC. The sale was evidenced by a Deed of
Sale dated P12,000,000.00 and the balance of P18,000,000.00
payable in six (6) monthly installments.
It was also stipulated that the total purchase price would be finally
adjusted to exclude items to be retained by the Bureau of Mines. The contract contained provisions expressly
warranting the following: (1) full and sufficient title to the properties, (2)
freeing the properties from all liens and encumbrances, (3) freeing Atlas from
all claims and incidental actions of the National Mines and Allied Workers
Union (NAMAWU), and (4) full rights and capacity of the seller to convey title
to and effect peaceful delivery of the properties to Atlas.[4]
The NAMAWU claim stemmed from a labor
dispute docketed as RB-VI-3322-75 of the National Labor Relations Commission
(NLRC), where it obtained a favorable judgment against PIM in the amount of P4,298,307.77. This award was affirmed by the Court.[5] After the judgment became final and
executory, a writ of execution was duly issued.
In compliance with the contract, on P12,000,000.00
as downpayment, payable to both PCIB and MBC.
In
a letter-agreement[6] dated 7
March 1979 between PCIB and MBC bearing the conformity of Atlas that was made a
supplement to the Deed of Sale, the final purchase price was adjusted to P29,630,000.00.
On the following day, PCIB and MBC
wrote Atlas requesting that subsequent installment payments of the balance be
made in the following proportions: PCIB – 63.1579% and MBC - 36.8421%. The request was expressed through a letter[7] signed
by Ruben G. Asedillo and Porfirio Q. Cabalu, Vice Presidents respectively of MBC
and PCIB.
On
P4,298,307.77. This payment was made in compliance with the
writ of garnishment issued on the same date against Atlas to satisfy the final
judgment in favor of NAMAWU and against PIM.
PCIB
and MBC filed on
. . . Atlas had the right to receive the properties
free from any lien and encumbrance, and when the garnishment was served on it,
it was perfectly in the right in slashing the P4,298,307.77 from the P30M
it had to pay petitioners (PCIB, MBC) in order to satisfy the long existing and
vested right of the laborers of financially moribund PIM, without any liability
to petitioners for reimbursement thereof.”[8]
In the meantime, Atlas had made six
(6) monthly payments in 1979 totaling P13,696,692.22, of which P8,650,543.18
or 63.1579% was received by PCIB.
According to Atlas, apart from the
downpayment of P12,000,000.00 and installment payments of P13,696,692.22, it should be credited
with its payment of P4,298,307.77 to NAMAWU as a consequence of the
garnishment with which the latter had secured together with corresponding P5,000.00
sheriff’s fee. Thus, Atlas claims to
have paid a total of P30,000,000.00, of which P370,000.00 was an overpayment. Following the payment allocations between
PCIB and MBI, Atlas claimed that PCIB should reimburse it to the tune of P233,684.23.
When PCIB refused to pay, Atlas sued PCIB to obtain reimbursement of the
alleged overpayment.
On the other hand, PCIB contended
that Atlas still owed it a total of P908,398.75. It also alleged that
even before the writ of garnishment was served on Atlas, the judgment in favor
of NAMAWU had already been partially satisfied in the amount of P601,260.00.
On account of this earlier payment, PCIB argued that the total payments NAMAWU
had received exceeded what it was entitled to by reason of the final judgment
and, therefore, Atlas could not credit the full amount received by NAMAWU in
satisfaction of the Atlas obligation to PCIB.
The
trial court, in a Decision[9]
dated P908,398.75, plus interest at the legal rate from the time
of demand until payment of said amount.[10] It ruled:
After
a thorough analysis and evaluation of the evidence thus far adduced and
remaining unrebutted, the Court is convinced that defendant only received the
amount of P6,819,766.10, as its share out of the P12,000,000.00
downpayment, provided in the Deed of Sale, not P7,578,948.00 as claimed
by plaintiff. The Court is furthermore convinced
that plaintiff erroneously paid the amount of P4,298,307.77 to NAMAWU
which payment was made pursuant to the writ of garnishment in NLRC Case No.
RB-VI-3322-75. Before the service of the writ of garnishment on April 18, 1979,
the judgment in NLRC Case had already been satisfied in the amount of P601,260.00
on account of several execution sales held on February 28, 1976 and October 20,
1976 and the remaining balance thereto at the time of the service of the writ
of garnishment on plaintiff was only P3,697,[047].77. Certainly, this is the only amount which can
be credited to plaintiff by defendant because 63.1579% of P3,697,047.77
is P2,334,977.74, according to letter-request of defendant PCIB and MBC
to plaintiff dated P3,697,047.77 which is the correct amount,
plaintiff paid the amount of P4,298,307.77.
The
Court of Appeals reversed the lower court by ordering PCIB to pay Atlas the sum
of P233,654.23, plus interest at
the legal rate from the date of the first demand on 3 September 1984, until
fully paid, as well as the sum of P20,000.00 as attorney’s fees and
costs of suit. The appellate court disposed
of the case as follows:
A
careful examination of the evidences presented in the case, though, evidently
show that appellee PCIB has no cause to blame appellant Atlas for its failure
to receive what it maintains was a shortchange in the share of P12
Million downpayment. It must be
emphasized that at the time the downpayment check was paid, the Deed of Sale
did not mention any proportionate sharing of the proceeds thereof between PCIB
and MBC implying a 50-50 sharing between the two (2) sellers. The 63.1579% for PCIB and 36.8421% was only
made known and relayed to Atlas in a letter dated P6,819,766.10 to PCIB, properly receipted under
Official Receipt No. 466652 of PCIB. In
other words, what the appellee herein receipted was the share given to it by
Manilabank. Whether the same was short
of what is legally entitled becomes an internal matter between MBC and PCIB,
with Atlas having nothing to do with it.
Legally, Atlas had effectively paid the P12 Million downpayment
to both PCIB and MBC.
As regard the second item, the
propriety of the P4,298,307.77 paid by Atlas to NAMAWU and incidental
amount of P5,000.00 to the Sheriff by virtue of the Notice of
Garnishment in the labor dispute NLRC Case No. RB-VI-331-75, had already been
judicially settled in the case of “PCIB and MBC versus NAMAWU-IMF, L-50402,
August 1982, 115 SCRA 873.” Said
case is a Petition for Certiorari praying, inter-alia that the High Court
orders [sic] the NLRC to stop delivery of the check of P4,298,307.77
(same check in this case) of private respondent Atlas and/or to stop payment to
NAMAWU.
. . . .
Rightfully so, with the above
discussion and the conceded fact that Atlas made a P370,000.00
overpayment to PCIB and MBC, said amount should be ordered returned. And since mathematically, 63.1579% of P370,000.00
is P233,684.23, appellee PCIB should be ordered to pay back Atlas said
amount with interest at the legal rate, being a forbearance of money, from the
first demand until fully paid.
Reasonable attorney’s [fees] of P20,000.00 is likewise award[ed]
to appellant Atlas for having been forced to litigate after its several prior
lawful demands to collect from PCIB the overpayment, were obstinately and
unjustly refused.[11]
(Emphasis not ours.)
PCIB moved for a reconsideration of the decision but the same
was denied by the Court of Appeals in a Resolution
dated
PCIB is now before us.
The instant petition is anchored on two grounds, namely: (1) the Court
of Appeals erred in reversing the trial court by disturbing the latter’s
factual findings and conclusions despite the absence of strong and cogent
reasons: and (2) the Court of Appeals erred in finding that Atlas had complied
with its obligation to PCIB.[12]
Prefatorily, findings of facts of the Court of Appeals are
final and conclusive and cannot be reviewed on appeal to this Court.[13] A deviation from this rule, however, is
justified where the findings of fact of the Court of Appeals contradict those
of the trial court.[14] In the case at bar, the contradictory
findings of the courts below necessitate our review of the factual issues.
The controversy boils down into whether Atlas overpaid or
underpaid PCIB. To resolve the
conflicting claims, we must dispose of two
issues: whether PCIB should settle for only P6,819,766.10 which it
received out of the P12,000,000.00 downpayment or it is entitled to more
than that, specifically 63.1579% of the downpayment; and whether Atlas should
be fully credited for the amount of P4,298,307.77 it had paid to
NAMAWU.
Let us briefly recall the pertinent
antecedents to appreciate the issues in a better light. There is no dispute that the total purchase
price of the properties bought by Atlas
was P29,630,000.00. Of this amount, PCIB claims that it is entitled to
receive from Atlas the total of P18,713,685.77 or 63.1579% of the
purchase price, pursuant to the letter dated 7 March 1979 of the P12,000,000.00 down payment made by
Atlas to PCIB and MBC, and PCIB acknowledged that it had received P6,819,766.10. PCIB also
admitted having received P8,650,543.18
as its share from the subsequent installment payments made by Atlas.
On the first issue, the Court of
Appeals rejected PCIB’s claim that it should received 63.1579% of the
downpayment. It ruled in essence that PCIB cannot demand from Atlas more than
what it got from MBC out of the downpayment remitted by Atlas to both PCIB and
MBC.
We uphold the appellate court on this
issue.
This case concerns a joint obligation, which is defined as an
obligation where there is a concurrence of several creditors, or of several
debtors, or of several debtors, or of several creditors and debtors, by virtue
of which each of the creditors has a right to demand, and each of the debtors
is bound to render, compliance with his proportionate part of the prestation
which constitutes the object of the
obligation.[15] Article 1208[16]
of the Civil Code mandates the equal sharing of creditors in the payment of
debt in the absence of any law or stipulation to the contrary.
PCIB is adamant in claiming that it only received P6,819,766.10
as its share in the downpayment. To
prove its allegation, PCIB presented its own receipt[17] wherein
it was clearly stated that PCIB received from Atlas the amount of P6,819,766.10.
It is beyond dispute that Atlas issued Hongkong Shanghai Bank
Check No. 003842 in the sum of P12,000,000.00 with PCIB and MBC as joint payees as downpayment of the purchase
price on
Apparently, after the check was
deposited in the account of MBC, the latter issued its MBC Check No. 1652661 in the amount of P6,819,766.10
to PCIB, properly receipted under Official Receipt No. 466652 of PCIB. In other words, what the appellee herein
receipted was the share given to it by Manilabank.
Undeniably, there was yet no agreement as of that date
concerning the corresponding share of each creditor. It was only on
Thus, we agree with the appellate court’s conclusion that
whatever deficiency PCIB is entitled from the P12,000,000.00 down payment had become an internal matter
between it and MBC.[19] The obligation was deemed fulfilled to the
extent of P12,000,000.00 on the part of Atlas when the check was
received by a representative of PCIB and eventually deposited in the account of
MBC.
On the second issue, PCIB posits that Atlas cannot be
credited with the payment of the full amount of P4,298,307.77 because
the remaining outstanding balance with respect to the NAMAWU judgment claim at
the time of the service of the writ of garnishment on Atlas was only P3,697,047.77. Atlas, on the other hand, insists that the
creditable payment to NAMAWU was P4,298,307.77, as upheld by the Supreme
Court in NAMAWU v. PCIB. Accordingly, it is this amount which should
be the basis in extracting the 63.1579% share of PCIB, which amounts to P2,714,720.92
and not P2,334,977.74 as erroneously asserted by PCIB.[20]
The appellate court upheld the position of Atlas on the
second issue. We reverse the appellate
court.
While the original amount sought to be garnished was P4,298,307.77,
the partial payment of P601,260.00 naturally reduced it to P3,697,047.77. Clearly, Atlas overpaid NAMAWU. It will be recalled that upon receipt of the
writ of garnishment, Atlas immediately paid NAMAWU, without making any investigation
or consultation with PCIB.
Article 1236 of the Civil Code applies in this instance. It provides that whoever pays for another may
demand from the debtor what he has paid, except that if he paid without the
knowledge or against the will of the debtor, he can recover only insofar as the
payment has been beneficial to the debtor.
PCIB is the debtor in this case, it having purchased along
with MBC legally garnished properties, while Atlas is the third person who paid
the obligation of the debtor without the latter’s knowledge and consent. Since Atlas readily paid NAMAWU without the
knowledge and consent of PCIB, Atlas may only recover from PCIB or, more
precisely charge to PCIB, only the amount of payment which has benefited the
latter.
Generally, the third person who paid another’s debt is
entitled to recover the full amount he had paid. The law, however, limits his recovery to the
amount by which the debtor has been benefited, if the debtor has no knowledge of,
or has expressed his opposition to such payment. Where the defenses that could have been set up by the debtor against
the creditor were existing and perfected, a payment by a third person without
the knowledge of the debtor cannot
obligate the
debtor
to such third person to an amount more than what he could have been compelled
by the creditor to pay. Thus, if the
debt has been remitted, paid, compensated or prescribed, a payment by a third
person would constitute a payment of what is not due; his remedy would be
against the person who received the payment under such conditions, and not
against the debtor who did not benefit from the payment.[21]
The trial court correctly ruled that the overpayment
amounting to P601,260.00 should be recovered from NAMAWU. The remedy of
Atlas in this case would be to proceed, not against PCIB, but against NAMAWU
who was paid in excess, applying the principle that no person can unjustly
enrich himself at the expense of another.[22]
Having established that there has been partial satisfaction
of the judgment in the amount of P601,260.00, the remaining obligation of
PCIB in the judgment account stood at P2,334,977.74. Consequently, this is the only amount which
must be credited to Atlas.
As it stands, the total payments by Atlas amounted to only P29,398,739.99.
Therefore, Atlas must settle P231,260.00, the balance of the purchase
price, of which PCIB is entitled to receive P146,058.96 as its
proportionate share.
WHEREFORE, based on the foregoing, the petition is GRANTED in PART. The Decision of the
Court of Appeals is REVERSED and SET ASIDE and in lieu thereof Atlas is ORDERED to pay PCIB the sum of P146,058.96,
with legal interest commencing from the time of first demand on 22 August 1985.
No costs.
SO ORDERED.
DANTE O. TINGA Associate Justice
WE CONCUR:
LEONARDO A. QUISUMBING
Associate Justice
Chairman
ANTONIO T. CARPIO CONCHITA CARPIO-MORALES
Associate Justice Associate Justice
ATTESTATION
I attest that the conclusions in the above
Decision had been in consultation before the case was assigned to the writer of
the opinion of the Court’s Division.
LEONARDO A. QUISUMBING
Associate Justice
Chairman, Third Division
CERTIFICATION
Pursuant to Section 13, Article VIII
of the Constitution, and the Division Chairman’s Attestation, it is hereby
certified that the conclusions in the above Decision had been reached in
consultation before the case was assigned to the writer of the opinion of the
Court’s Division.
ARTEMIO V. PANGANIBAN
Chief Justice
[3]
[5]Philippine
Commercial and Industrial Bank and The Manila Banking Corporation v. NAMAWU, 201
Phil. 441 (1982).
[13]Vibram
Manufacturing Corporation v. Manila Electric Company, G.R. No. 149052,
[14]Resuena
v. Court of Appeals, G.R. No. 128338, 28 March 2005, 454 SCRA 42, citing Gloria Changco v. Court of Appeals,
et al., 429 Phil. 226 (2002); Yason v. Arciaga, G.R. No. 145017, 28 January
2005, citing Go v. Court of Appeals, G.R. No. 112550, 5 February 2001, 351 SCRA 145 citing Reyes vs. Court of Appeals, 258 SCRA 651 (1996).
[16]Art.
1208. If from the law, or the nature of
the wording of the obligations to which the preceding articles refers the
contrary does not appear, the credit or debt shall be presumed to be divided
into as many equal shares as there are creditors or debtors, the credits or
debts being considered distinct from one another, subject to the Rules of Court
governing the multiplicity of suits.
[21]A. Tolentino, Commentaries and Jurisprudence
on the Civil Code of the