SECOND
DIVISION
|
ASSET
POOL A (SPV-AMC), INC., Petitioner, - versus - COURT
OF APPEALS, LEPANTO CERAMICS, INC. and GUOCO INDUSTRIES, INC., Respondents. |
G.R. No.
176669 Present:
QUISUMBING, J., Chairperson, CARPIO
MORALES, TINGA, VELASCO, JR., and BRION, JJ. Promulgated: February
4, 2009 |
x - - - - - - - - - - - - - -
- -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x
D E C I S I O N
CARPIO MORALES, J.:
The
present petition is one for Certiorari, filed by ASSET POOL A (SPV-AMC), INC.
(petitioner), which assails the June 21, 2006[1] Resolution
of the Court of Appeals in CA G.R. CV No. 84170, “Far East Bank and Trust
Company (now merged with Bank of the Philippine Islands), Plaintiff-Appellee, v.
Lepanto Ceramics, Inc. and Guoco Industries, Inc.,Defendants-Appellants,”
denying its MOTION FOR 1) SUBSTITUTION OF B[ANK OF] P[HILIPPINE] I[SLANDS] AS
PLAINTIFF-APPELLEE and 2) EXTENSION OF TIME TO FILE APPELLEE’S BRIEF.
The antecedent facts of the petition
are as follows:
On P29,800,000.00.
BPI subsequently assigned PN No.
2800980920 (the subject PN) to petitioner via a Deed of Assignment. In light of the assignment, petitioner filed
the above-said Motion before the appellate court before which the
defendants-herein private respondents appealed the trial court’s decision.
Private
respondents, however, countered that BPI was not a party to the Deed of
Assignment as it was BPI Asset Management and Trust Group (BPI-AMTG) which has a
separate personality from BPI, hence, the Deed of Assignment did not bind BPI. They added that the signatories to the Deed of
Assignment had not shown that they were duly authorized since there were no
corporate secretary’s certificates to prove that their respective Boards of Directors
had adopted resolutions authorizing them to execute the Deed of Assignment.
The
Court of Appeals denied petitioner’s above-said motion by the challenged Resolution
upon a finding that petitioner is a Special Purpose Vehicle (SPV) created
pursuant to Republic Act No. 9182 (An Act Granting Tax Exemptions And Fee
Privileges To Special Purpose Vehicles Which Acquire Or Invest In
Non-Performing Assets, Setting The Regulatory Framework Therefor, And For Other
Purposes) or the SPV law, and since the notice requirement under said law was not complied with, the assignment
was ineffective.
x x x x
As defined under the law, there is
no question that BPI is a financial institution [FI] and that the loan under
Promissory Note No. 2800980920 is considered as a non-performing asset [NPA] or
non-performing loan [NPL] since the principal amount thereof (P29,800,000.00)
has remained unpaid for more than 180 days after it has become past due [Roll,
p. 79].
As to the fact that [herein petitioner Asset Pool A] is a special purpose vehicle [SPV] created pursuant to the provisions of Republic Act No. 9182, it should be noted that in its pleadings, [it] did not specifically deny that it is an SPV created under the said law. In fact, in its pleadings and in the Deed of Assignment, APA consistently referred to itself as SPV-AMC. Ergo, the provisions of Republic Act No. 9182 are applicable.
x x x x
Based on the foregoing, the effectivity of the transfer of non-performing loans to an SPV depends upon the financial institution’s compliance with the notice requirement mandated by Republic Act No. 9182. In the case at bench, APA did not adduce any evidence to prove that defendants-appellants [-herein private respondents] were notified prior to or after the execution of the Deed of Assignment by and between the BPI Asset Management and Trust Group and the APA. Moreover, APA failed to prove that BPI filed an application for eligibility of Lepanto Ceramics’ loan as a non-performing asset or that BPI had given Lepanto Ceramics a period of 90 days to restructure or renegotiate the loan.[2] (Emphasis and underscoring supplied)
Petitioner’s
Motion for Reconsideration was likewise denied by Resolution of
Arguing
that the appellate court erred in denying its Motion, petitioner asserts that
the assignment to it of the subject PN was done under the provisions of the Civil
Code which require no notice to the debtor prior to the assignment; and that,
in any event, Republic Act No. 9343 which extended to May 14, 2006 the period
for availment of the SPV law did not provide for retroactivity.[5]
Additionally, petitioner asserts that
the notarized certification of BPI that assignor BPI AMTG is its mere division shows
that there was a valid assignment of credit by BPI.[6]
RA
No. 9343 amended Sections 6 (Period for filing of applications) and 15 (Tax
Exemptions and Fee Privileges) of the SPV law.
As the notice requirement under Section 12 of Article III of the SPV Law
was not amended, the same was still necessary to effect transfer of Non-Performing
Loans to an SPV, like petitioner, to be effective. There being no compliance with such notice
requirement at the time of the assignment to petitioner of the subject PN
during the effectivity of the SPV law, as amended, it could not substitute BPI as
party plaintiff-appellee. The appellate
court’s denial of petitioner’s Motion was thus not attended with grave abuse of
discretion.
WHEREFORE, the petition is DISMISSED.
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 |
ARTURO D. BRION 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
[1] Rollo, pp. 34-43. Penned by Justice Edgardo F. Sundiam with the concurrence of Justices Rodrigo V. Cosico and Japar B. Dimaampao.
[2] Rollo, pp. 39-41.
[3]
[4]
[5]
[6]