SECOND DIVISION
|
TALA
REALTY SERVICES CORPORATION, ADD INTERNATIONAL SERVICES, INC., PEDRO AGUIRRE,
REMEDIOS DUPASQUIER, ELIZABETH PALMA, PILAR ONGKING, DOLLY LIM, and RUBENCITO
DEL MUNDO, Petitioners, - versus - THE
HON. COURT OF APPEALS and BANCO FILIPINO SAVINGS AND MORTGAGE BANK, Respondents. x--------------------------------------x TALA
REALTY SERVICES CORPORATION, ADD INTERNATIONAL SERVICES, INC., PEDRO AGUIRRE,
REMEDIOS DUPASQUIER, ELIZABETH PALMA, PILAR ONGKING, DOLLY LIM, and RUBENCITO
DEL MUNDO,
Petitioners, - versus - HON.
ALICIA B. GONZALES-DECANO, in her capacity as Presiding Judge, Regional Trial
Court of Pangasinan, Branch 48 and BANCO FILIPINO SAVINGS AND MORTGAGE BANK, Respondents. x--------------------------------------x NANCY L. TY,
Petitioner, - versus - HON.
WENCESLAO E. IBABAO, Presiding Judge of the Regional Trial Court of Davao
City, Branch 33 and BANCO FILIPINO SAVINGS AND MORTGAGE BANK, Respondents. x--------------------------------------x TALA
REALTY SERVICES, INC., PEDRO AGUIRRE, REMEDIOS A. DUPASQUIER, DOLLY LIM,
RUBENCITO DEL MUNDO and
Petitioners, - versus - BANCO
FILIPINO SAVINGS AND MORTGAGE BANK, Respondent. x--------------------------------------x
TALA
REALTY SERVICES CORP., INC., PEDRO B. AGUIRRE, REMEDIOS A. DUPASQUIERE, DOLLY
LIM, RUBENCITO M. DEL MUNDO and ELIZABETH H. PALMA,
Petitioners, - versus - BANCO FILIPINO SAVINGS
AND MORTGAGE BANK, Respondent. |
G.R.
No. 130088 Present: QUISUMBING, J., Chairperson, CARPIO MORALES, TINGA,
VELASCO,
JR., and PERALTA,* JJ.
G.R. No. 131469 Promulgated: April 7, 2009
G.R. No. 155171
G.R. No. 155201
G.R. No. 166608 |
x- - -- - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x
D E C I S I O N
CARPIO MORALES, J.:
From 1995-1996, Banco Filipino Savings and Mortgage
Bank (Banco Filipino) which is a respondent in these five consolidated cases,
filed before 17 Regional Trial Courts (RTC) nationwide 17 complaints for
reconveyance of different properties against petitioners Tala Realty Services
Corporation (Tala Realty), Nancy L. Ty (
Banco
Filipino’s complaints commonly alleged that in 1979, expansion of its operations required the
purchase of real properties for the purpose of acquiring sites for more
branches; that as Sections 25(a) and 34 of the General Banking Act[1] limit a bank’s allowable investments in real
estate to 50% of its capital assets,[2] its
board of directors decided to warehouse some of its existing properties and
branch sites. Thus, Nancy, a major
stockholder and director, persuaded Pedro Aguirre and his brother Tomas Aguirre,
both major stockholders of Banco Filipino, to organize and incorporate Tala Realty
to hold and purchase real properties in trust for Banco Filipino; that after
the transfer of Banco Filipino properties to Tala Realty, the Aguirres’ sister
Remedios prodded her brother Tomas to, as he did, endorse to her his shares in
Tala Realty and registered them in the name of her controlled corporation, Add
International.
Thus,
Nancy, Remedios, and Pedro Aguirre controlled Tala Realty, with
In
implementation of their trust agreement, Banco Filipino sold to Tala Realty
some of its properties. Tala Realty simultaneously
leased to Banco Filipino the properties for 20 years, renewable for another 20
years at the option of Banco Filipino with a right of first refusal in the
event Tala Realty decided to sell them.
In
August 1992, Tala Realty repudiated the trust, claimed the titles for itself,
and demanded payment of rentals, deposits, and goodwill, with a threat to eject
Banco Filipino.
Thus
arose Banco Filipino’s 17 complaints for reconveyance against Tala Realty,
docketed and raffled to the branches of the courts to which they were filed, viz:
|
Case No. |
Regional
Trial Court (RTC) |
|
Civil Case No. 95-127 |
Branch 57, Lucena |
|
Civil Case No. 22493 |
Branch 28, |
|
Civil Case No. 545-M-95 |
Branch 84, |
|
Civil Case No. U-6026 |
Branch 48, Urdaneta, Pangasinan |
|
Civil Case No. 4992 |
Branch 66, La |
|
Civil Case No. 3036 |
Branch 13, Cotabato |
|
Civil Case No.
Q-95-24830 |
Branch 91, |
|
Civil Case No. 2506-MN |
Branch 72, Malabon, Metro |
|
Civil Case No. 95-230 |
Branch 274, Parañaque |
|
Civil Case No.
95-170-MK |
Branch 272, |
|
Civil Case No. 95-75212 |
Branch 45, |
|
Civil Case No. 95-75213 |
Branch 46, |
|
Civil Case No. 95-75214 |
Branch 47, |
|
Civil Case No.
23,821-95 |
Branch 33 |
|
Civil Case No. 96-0036 |
Branch 255, Las Piñas |
|
Civil Case No. 2176-AF |
Branch 86, |
Petitioners
filed motions to dismiss all the complaints on the grounds of forum shopping,
lack of cause of action, and pari
delicto.[3]
The
present petitions (G.R. Nos. 130088, 131469, 166608, 155201, 155171) originated
from Civil Case Nos. 2176-AF (the
G.R. No. 130088
In the
By
Resolution[7] of
Petitioners
filed a motion to recall the appellate court’s
Upon [Banco Filipino’s] own admission, x x x its instant petition is a plea for the annulment of a lower court order granting a motion to dismiss. At the same time, [Banco Filipino] admits to have received the said order “on 17 January 1997,” or, to be precise, twenty one (21) days prior to the institution of its instant petition with this Court (assuming the same to have been filed on its given date, Febraury 2, 1997).
On the foregoing considerations alone, therefore, the mandatory, legal duty of this Court is to deny, not to grant, due course to this special civil action. x x x
x x x x
In
the case on hand, [Banco Filipino] itself alleges that it received a copy of
the Order dismissing its complaint on
And petitioners brought
to the attention of the Court of Appeals the pendency of G.R. No. 12711 before
this Court, questioning the denial of their motion to dismiss in Civil Case No.
545-M-95 (the Batangas case), contending as follows:
[Banco Filipino] tenders one and only one issue in its instant petition, to wit: Did or did not Respondent Judge gravely abuse his discretion when he dismissed its complaint with him under Civil Case No. 2176-AF as violative of the Supreme Court’s Administrative Circular on “forum shopping?”
The
instant petition was filed with this Court on
x x x x
[Banco Filipino] received its service copy of
the above petition on
The Court of Appeals denied the Motion
to Recall by Resolution of
Respondent Court issued its two assailed Resolutions in knowing disregard of the prior jurisdiction much earlier assumed by this Court over the matters subject of its said Resolutions.[13]
x x x x
In
undisguised disdain and defiance of This Court’s doctrinal instructions,
x x x x
Respondent Court’s determination that [Banco Filipino’s] subject petition was “sufficient [in form] and substance” was in fact a mere cover of its whimsical prejudgment of the said petition as meritorious.[15]
x x x x
Respondent Court issued its two Resolutions subject of this petition knowing that it was effectively undoing, or at least putting to ridicule and disrepute an earlier judgment of its co-equal Division of the Court of Appeals.[16]
In its
Comment,[17] Banco
Filipino argued that certiorari is not the appropriate remedy.[18]
G.R. No. 131469
In the Urdaneta
case, the RTC denied petitioners’ Motion to Dismiss by Order of
In the
meantime, as the 1997 Rules of Civil Procedure were promulgated, effective July
1, 1997, petitioners filed a motion[21] urging
the RTC to resolve the issues raised in the Motion to Dismiss, citing Rule 16,
Section 3 of 1997 Rules of Civil Procedure which provides that “The court shall
not defer the resolution of the motion for the reason that the ground relied
upon is not indubitable.” The RTC denied
the motion, the orders denying the Motion to Dismiss and the Motion for
Reconsideration having already become final and, in any event, petitioners had
already filed their Answers.[22] Petitioners filed a Motion for
Reconsideration of the denial of their Motion for Reconsideration, contending
that as the orders were interlocutory, they could not have gained
finality. The motion was denied.[23] Hence, the second above-captioned petition
for certiorari, prohibition, and mandamus (G.R. No. 131469), contending that:
RESPONDENT COURT GRAVELY ABUSED ITS DISCRETION IN ISSUING THE ASSAILED ORDERS AS THEY ARE FOUNDED ON RESPONDENT COURT’S AVOIDANCE OR EVASION OF A MANDATORY OBLIGATION FRESHLY LEGISLATED BY NO LESS THAN THIS COURT, AND ARE THEREFORE, VOID[;]
RESPONDENT COURT GRAVELY ABUSED ITS DISCRETION AMOUNTING TO A LACK OR EXCESS OF JURISDICTION IN DENYING PETITIONERS’ MOTION ON THE GROUND THAT INTERLOCUTORY ORDERS ATTAIN FINALITY.[24]
G.R. No. 166608
In the Lucena case, the RTC denied
petitioners’ Motion to Dismiss as well as their Motion to Resolve Pending
Motions with Supplemental Motion to Dismiss.[25] Petitioners’
subsequent Motion for Reconsideration was denied, prompting them to file a
petition for certiorari before the Court of Appeals, docketed as CA G.R. SP No.
73558.[26]
In the meantime or on November 22,
2002, this Court, in Tala Realty Services
Corporation v. Banco Filipino Savings and Mortgage Bank originating from an
ejectment case filed by Tala Realty against Banco Filipino concerning
properties in Malolos, Bulacan, found that the trust agreement between Banco
Filipino and Tala Realty is contrary to law, and as both parties are in pari delicto, no affirmative relief
should be given to one against the other.[27]
By Decision[28]
of
A.
x x x FAILED TO
APPLY THE CATEGORICAL AND BINDING PRONOUNCEMENT BY THIS HONORABLE COURT IN G.R.
No. 137533, ARTICULATED IN ITS EN BANC
DECISION DATED
B.
x x x VIOLATED THE PRINCIPLE OF ADHERENCE TO JUDICIAL PRECEDENTS WHEN IT FAILED TO APPLY TO THE CASE AT BENCH THE DEFINITIVE AND BINDING DECISION BY NO LESS THAN THIS HONORABLE COURT, SITTING EN BANC, IN G.R. NO. 137533.
C.
x x x WANTONLY DISREGARDED THE PROSCRIPTION AGAINST FORUM-SHOPPING AND SPLITTING A SINGLE CAUSE OF ACTION RESULTING EITHER TO RES JUDICATA OR LITIS PENDENTIA AS THEY FIND APPLICABLE AGAINST THE RECONVEYANCE COMPLAINT SUBJECT OF THE INSTANT PETITION VIS A VIS THE SIXTEEN [16] OTHER RECONVEYANCE COMPLAINTS OF RESPONDENT BANCO FILIPINO.[30]
G.R. Nos. 155201 and
155171
By Resolution[31] of
WHEREFORE, in view of all the foregoing, the Court hereby:
1. GRANTS the motion to dismiss filed by the defendant Nancy L. Ty and the other defendants, namely: Pedro B. Aguirre, Remedios A. Dupasquier, Pilar D. Ongking, Elizabeth H. Palma, Dolly W. Lim, Rubencito M. Del Mundo, and Add International Services, Inc., and accordingly, the complaint as against them is ordered DISMISSED;
2. DENIES the motion to dismiss as far as defendant Tala Realty is concerned. Accordingly, defendant Tala Realty is directed to file its responsive pleading within fifteen (15) days from receipt of this Order; and
3. DENIES the motion for reconsideration of the Order dropping defendant Cynthia Mesina as party defendant. (Underscoring supplied)
SO ORDERED.[32]
Both Banco Filipino and Tala Realty
filed Motions for Partial
Reconsideration. Tala Realty raised the
issue of forum shopping as a result of a
derivative suit filed with the Securities and Exchange Commission (SEC) by
Banco Filipino’s minority stockholders “to recover its properties/branches,
also proceeds of sales of some properties, funds and receivables which have
been ‘warehoused’ and all put under trust in the name of defendant Tala, as
well as for damages against all defendants xxx who criminally, unlawfully, and
immorally covet ownership of properties and misappropriate funds/receivables
pertaining and belonging to and owned by Banco Filipino.”[33]
(Underscoring in the original)
Subsequently, in an
Banco Filipino thereupon filed a
Petition for Certiorari and Mandamus before the Court of Appeals, docketed as CA-GR
SP No. 42301.
By Decision[36]
of
Petitioners filed a motion for
reconsideration, with
I
x x x IN GIVING DUE COURSE TO THIS SPECIAL CIVIL ACTION FOR CERTIORARI UNDER RULE 65 WHEN THE PETITIONER SHOULD HAVE FILED AN ORDINARY APPEAL UNDER RULE 45 OF THE SAME RULES OF CIVIL PROCEDURE.
II
x x x IN NOT FINDING THAT THE ALLEGATIONS IN THE COMPLAINT FOR RECOVERY DID NOT CONSTITUTE ULTIMATE FACTS.
III
x x x IN THE APPLICATION OF THE RULE ON PIERCING THE CORPORATE VEIL IN THE CASE AT BAR.
IV
x x x IN NOT FINDING THAT THE RESPONDENT IS GUILTY OF SPLITTING ITS CAUSE OF ACTION WHEN IT INSTITUTED THE VARIOUS COMPLAINTS FOR RECOVERY IN DIFFERENT PARTS OF THE COUNTRY WHICH CAUSE OF ACTION IS PREDICATED UPON THE ALLEGED VIOLATION OF A SINGLE TRUST/WAREHOUSING AGREEMENT.
V
x x x IN FINDING THAT THE RESPONDENT DID NOT ENGAGE IN FORUM-SHOPPING IN FILING THE SEVENTEEN (17) COMPLAINTS FOR RECOVERY AND MORESO SINCE THE SEC CASE FOR RECOVERY WAS STILL PENDING RECONSIDERATION AT THE TIME.[40]
I
THE ORIGINAL ACTION OF CERTIORARI AND MANDAMUS IS NOT THE PROPER REMEDY TO QUESTION AN ORDER DISMISSING A COMPLAINT.
II
NO WAREHOUSING AGREEMENT BETWEEN BANCO FILIPINO AND TALA WAS REFLECTED OR COULD BE DEDUCED FROM THE 17 APRIL 1979 MINUTES OF THE BOARD MEETING. MOREOVER, THE EXISTENCE OF THIS ALLEGED WAREHOUSING AGREEMENT WAS DISPUTED BY PETITIONER.
III
THE COURT OF APPEALS ERRED IN REINSTATING THE COMPLAINT WHICH FAILED TO STATE A CAUSE OF ACTION AS AGAINST PETITIONER.
IV
THE COURT OF APPEALS ERRED IN RULING OUT THE CHALLENGE ON BANCO FILIPINO’S FORUM SHOPPING AND OF ITS SPLITTING OF ITS CAUSE OF ACTION CONSIDERING THAT:
A. THE ALLEGATIONS IN ALL ITS SEVENTEEN (17) COMPLAINTS PLEAD A VIOLATION OF THE SAME SINGLE TRUST AGREEMENT AND CONSTITUTE ONLY ONE CAUSE OF ACTION.
B. THE EXECUTION OF VARIOUS DEEDS OF CONVEYANCE DID NOT GIVE RISE TO VARIOUS TRUST AGREEMENTS BUT WAS, AS ALLEGED IN ALL THE SEVENTEEN (17) COMPLAINTS OF BANCO FILIPINO, MERELY IN IMPLEMENTATION OF THE SINGLE TRUST AGREEMENT.
C. ALL SEVENTEEN (17) COMPLAINTS FILED BY BANCO FILIPINO REQUIRE THE PRESENTATION OF ESSENTIALLY THE SAME, IF NOT IDENTICAL, EVIDENCE IN ORDER TO ESTABLISH THE EXISTENCE OF THE PURPORTED TRUST RELATIONSHIP BETWEEN BANCO FILIPINO AND TALA UPON WHICH THE FORMER RELIES ON RECONVEYANCE OF THE PROPERTIES.
D. BY SPLITTING A CAUSE OF ACTION, BANCO FILIPINO HAS VIOLATED THE RULE AGAINST FORUM SHOPPING.
V
BANCO FILIPINO WAS LIKEWISE GUILTY OF DELIBERATE AND WILLFUL FORUM SHOPPING IN HAVING FILED THIS CIVIL CASE BEFORE THE COURT A QUO DURING THE PENDENCY OF THE DERIVATIVE SUIT FILED BY ITS MINORITY STOCKHOLDERS BEFORE THE SECURITIES AND EXCHANGE COMMISSION AND EXPRESSLY SUPPORTED BY IT.
VI
BANCO FILIPINO’S CLAIM HAS CLEARLY PRESCRIBED.
VII
THE PETTION BEFORE THE COURT OF APPEALS IS FATALLY DEFECTIVE FOR FAILURE TO ATTACH PROOF THAT THE PURPORTED REPRESENTATIVE OF BANCO FILIPINO HAS LEGAL CAPACITY TO EXECUTE THE AFFIDAVIT AND CERTIFICATION ON NON-FORUM SHOPPING ATTACHED THERETO. FOR THE SAME REASON, EQUALLY DEFECTIVE IS THE COMPLAINT BEFORE THE COURT A QUO.[42]
By Resolution of
Respecting G.R. No. 130088, the Court
finds that certiorari is not the appropriate remedy. One of the conditions for certiorari to lie
is that “there is no appeal or any other plain, speedy, and adequate remedy in
the ordinary course of law.”[44] Petitioners in G.R. No. 130088 could have
filed their answer in CA-G.R. S.P. No. 43344 after the Court of Appeals ordered
them to file the same within ten days from notice.
Likewise, certiorari does not lie in
G.R. No. 131469, as petitioners had the
remedy of proceeding with the trial of the case on the merits.
NEVERTHELESS, in view of the merits
of petitioners’ Motions to Dismiss filed before the respective trial courts, the
Court relaxes the application of procedural rules and passes upon their merits.[45]
In Tala Realty Services Corporation v. Banco Filipino Savings and Mortgage
Bank,[46] this
Court, by Decision dated November 22, 2002, ruling on one of several ejectment
cases filed by Tala Realty against Banco Filipino arising from the same
trust agreement in the reconveyance cases subject of the present petitions,
held that the trust agreement is void and cannot thus be enforced. The relevant portion of the Court’s ruling in
said case reads:
The Bank alleges that the sale and twenty-year lease of the disputed property were part of a larger implied trust “warehousing agreement.” Concomitant with this Court’s factual finding that the 20-year contract governs the relations between the parties, we find the Bank’s allegation of circumstances surrounding its execution worthy of credence; the Bank and Tala entered into contracts of sale and lease back of the disputed property and created an implied trust “warehousing agreement” for the reconveyance of the property. In the eyes of the law, however, this implied trust is inexistent and void for being contrary to law.[47]
x x x x
An implied trust could not have been formed between the Bank and Tala as this Court has held that “where the purchase is made in violation of an existing statute and in evasion of its express provision, no trust can result in favor of the party who is guilty of the fraud.”[48]
x x x x
x x
x [T]he bank cannot use the defense of nor seek enforcement of its alleged
implied trust with Tala since its purpose was contrary to law. As admitted by the Bank, it “warehoused” its
branch site holdings to Tala to enable it to pursue its expansion program and
purchase new branch sites including its main branch in
Clearly, the Bank was well aware of the limitations on its real estate holdings under the General Banking Act and that its “warehousing agreement” with Tala was a scheme to circumvent the limitation. Thus, the Bank opted not to put the agreement in writing and call a spade a spade, but instead phrased its right to reconveyance of the subject property at any time as a “first preference to buy” at the “same transfer price.” This agreement which the Bank claims to be an implied trust is contrary to law. Thus, while we find the sale and lease of the subject property genuine and binding upon the parties, we cannot enforce the implied trust even assuming the parties intended to create it. In the words of the Court in the Ramos case, “the courts will not assist the payor in achieving his improper purpose by enforcing a resultant trust for him in accordance with the ‘clean hands’ doctrine.” The Bank cannot thus demand reconveyance of the property based on its alleged implied trust relationship with Tala.[49]
x x x x
The
Bank and Tala are in pari delicto,
thus, no affirmative relief should be given to one against the other. The Bank should not be allowed to dispute the
sale of its lands to Tala nor should Tala be allowed to further collect rent
from the Bank. The clean hands doctrine
will not allow the creation nor the use of a juridical relation such as a trust
to subvert, directly or indirectly, the law.
Neither the Bank nor Tala came to court with clean hands; neither will
obtain relief from the court as the one who seeks equity and justice must come
to court with clean hands. x x x[50] (Emphasis and underscoring supplied)
Under the doctrine of stare decisis, once a court has laid
down a principle of law as applicable to a certain state of facts, it will
adhere to that principle and apply it to all future cases where the facts are
substantially the same.[51] This Court’s ruling quoted in the immediately
preceding paragraph on the nullity of the trust agreement which Banco Filipino
seeks to enforce thus applies to the present petitions.
WHEREFORE, the petitions are GRANTED. The Court of Appeals Resolutions dated
SO ORDERED.
CONCHITA CARPIO MORALES
Associate Justice
WE CONCUR:
|
LEONARDO A. QUISUMBING Associate Justice Chairperson |
DANTE O. TINGA Associate Justice |
|
PRESBITERO J. VELASCO, JR. Associate Justice |
DIOSDADO M. PERALTA Associate Justice |
ATTESTATION
I attest
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.
LEONARDO
A. QUISUMBING
Associate
Justice
Chairperson
CERTIFICATION
Pursuant to
Section 13, Article VIII of the Constitution, and the Division Chairperson’s
Attestation, I certify 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.
REYNATO
S. PUNO
Chief Justice
* Additional
member per Special Order No. 587 dated
[1] Republic Act No. 337.
[2] Section 51 of the General Banking Law of 2000 contains a similar provision.
[3] Vide rollo (G.R. No. 130088), pp. 104-121; rollo (G.R. No. 131469), pp. 47-62; rollo, (G.R. No. 155201), pp. 459-474.
[4] Rollo (G.R. No. 130088), pp. 186-187.
[5]
[6]
[7]
[8]
[9]
[10]
[11]
[12]
[13]
[14]
[15]
[16]
[17]
[18]
[19] Rollo (G.R. No. 131469), p. 66.
[20]
[21]
[22]
[23]
[24]
[25] Rollo (G.R. No. 166608), pp. 442-449.
[26]
[27]
G.R. No. 137533,
[28] Rollo (G.R. No. 166608), pp. 71-82.
[29]
[30]
[31] Rollo (G.R. No. 155201), pp. 522-528.
[32]
[33] Records (Civil Case No. 23,821-95), p. 706.
[34] Rollo (G.R. No. 155201), pp. 552-557.
[35] Rollo (G.R. No. 155171), pp. 184-204.
[36] Penned by Court of Appeals Associate Justice Buenaventura J. Guerrero, with the concurrences of Associate Justices Rodrigo V. Cosico and Eliezer R. De Los Santos, Rollo (G.R. No. 155201), pp. 66-89.
[37] Rollo (G.R. No. 155717), pp. 135-183; rollo (G.R. No. 155201), pp. 88-116.
[38]
[39] Rollo (G.R. No. 155201), pp. 11-64.
[40]
[41] Rollo (G.R. No. 155171), pp. 9-66.
[42]
[43] Rollo (G.R. No. 130088), p. 506.
[44] Rule 65, Section 1, Rules of Court.
[45] Vide Springfield Development Corporation, Inc. v. Presiding Judge, RTC, Misamis Oriental, Br. 40, Cagayan de Oro City, G.R. No. 142628, February 6, 2007, 514 SCRA 326, 345.
[46] G.R. No. 137533,
[47]
[48]
[49]
[50]
[51] Banco
Filipino Savings and Mortgage Bank v. Tala Realty Corporation, G.R. No. 142672,