FIRST DIVISION
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UNION BANK OF THE |
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G.R. No. 171569 |
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Petitioner, |
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Present: |
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- versus- |
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LEONARDO-DE
CASTRO, |
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BERSAMIN, |
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ALAIN⃰ JUNIAT, WINWOOD APPAREL, INC.,
WINGYAN APPAREL, INC., NONWOVEN FABRIC |
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VILLARAMA, JR. JJ. Promulgated: |
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Respondents. |
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August 1, 2011 |
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D E C I S I O N
To have a
binding effect on third parties, a contract of pledge must appear in a public
instrument.[1]
This Petition
for Review on Certiorari[2]
under Rule 45 of the Rules of Court assails the June 23, 2005 Decision[3]
and the February 9, 2006 Resolution[4]
of the Court of Appeals (CA) in CA-G.R. CV No. 66392.
Factual
Antecedents
Petitioner Union Bank
of the
banking
corporation organized and existing under Philippine laws.[5]
Respondents
Winwood Apparel, Inc. (Winwood) and Wingyan Apparel, Inc. (Wingyan) are
domestic corporations engaged in the business of apparel manufacturing.[6]
Both respondent corporations are owned and operated by respondent Alain Juniat
(Juniat), a French national based in Hongkong.[7]
Respondent Nonwoven Fabric Philippines, Inc. (Nonwoven) is a Philippine
corporation engaged in the manufacture and sale of various types of nonwoven
fabrics.[8]
On September 3,
1992, petitioner filed with the Regional Trial Court (RTC) of P1,131,134.35;[13]
that as additional security for the obligation, Juniat executed a Continuing
Surety Agreement[14]
dated April 11, 1992 in favor of petitioner;[15]
that the loan remains unpaid;[16]
and that the mortgaged motorized sewing machines are insufficient to answer for the obligation.[17]
On September 10,
1992, the RTC issued writs of preliminary attachment and replevin in favor of petitioner.[18] The writs were served by the Sheriff upon
Nonwoven as it was in possession of the motorized sewing machines and
equipment.[19]
Although Nonwoven was not impleaded in the complaint filed by petitioner, the
RTC likewise served summons upon Nonwoven since it was in possession of the
motorized sewing machines and equipment.[20]
On September 28,
1992, Nonwoven filed an Answer,[21] contending that the unnotarized Chattel
Mortgage executed in favor of petitioner has no binding effect on Nonwoven and
that it has a better title over the motorized sewing machines and equipment
because these were assigned to it by Juniat pursuant to their Agreement[22]
dated May 9, 1992.[23]
Juniat, Winwood, and Wingyan, on the
other hand, were declared in default for failure to file an answer within the
reglementary period.[24]
On November 23,
1992, petitioner filed a Motion to Sell Chattels Seized by Replevin,[25]
praying that the motorized sewing machines and equipment be sold to avoid
depreciation and deterioration.[26]
However, on May 18, 1993, before the RTC
could act on the motion, petitioner sold the attached properties for the amount
of P1,350,000.00.[27]
Nonwowen moved
to cite the officers of petitioner in contempt for selling the attached
properties, but the RTC denied the same on the ground that Union Bank acted in
good faith.[28]
Ruling of the
Regional Trial Court
On May 20, 1999, the RTC of Makati, Branch 145,[29]
rendered a Decision[30]
in favor of petitioner. The RTC ruled
that both the Chattel Mortgage dated March 27, 1992 in favor of petitioner and
the Agreement dated May 9, 1992 in favor of Nonwoven have no obligatory effect
on third persons because these documents were not notarized.[31] However, since the Chattel Mortgage in favor
of petitioner was executed earlier, petitioner has a better right over the
motorized sewing machines and equipment under the doctrine of first in time,
stronger in right (prius tempore, potior
jure).[32] Thus, the RTC disposed of the case in this
wise:
WHEREFORE, above premises considered, judgment is
hereby rendered as follows:
1.] Declaring the [petitioner] UNION BANK OF THE PHILIPPINES, as
having the better right to the goods and/or machineries subject of the Writs of
Preliminary Attachment and Replevin issued by this Court on September 10, 1992.
2.] Declaring the [petitioner] as entitled to the
proceeds of the sale of the subject machineries in the amount of P1,350,000.00;
3.] Declaring [respondents] Allain Juniat, Winwood Apparel, Inc. and Wingyan Apparel, Inc. to be jointly and
severally liable to the [petitioner], for the deficiency between the proceeds
of the sale of the machineries subject of this suit [P1,350,000.00] and
original claim of the plaintiff [P1,919,907.03], in the amount of P569,907.03,
with legal interest at the rate of 12% per annum from date of this judgment
until fully paid; and
4.] Declaring [respondents] Allain Juniat, Winwood
Apparel, Inc. and Wingyan Apparel, Inc. to be jointly and severally liable to
the [petitioner] for the amount of P50,000.00 as reasonable attorneys fees; and
5.] Cost of this suit against the [respondents].
SO ORDERED.[33]
Nonwoven moved for
reconsideration[34] but the RTC denied the same in its
Order[35]
dated July 14, 1999.
Ruling of the
Court of Appeals
On appeal, the
CA reversed the ruling of the RTC. The
CA ruled that the contract of pledge entered into between Juniat and Nonwoven
is valid and binding, and that the motorized sewing machines and equipment were
ceded to Nonwoven by Juniat by virtue of a dacion en pago.[36]
Thus, the CA declared Nonwoven entitled
to the proceeds of the sale of the attached properties.[37] The fallo reads:
WHEREFORE, premises considered, the assailed decision is
hereby REVERSED and SET ASIDE. [Petitioner] Union Bank of the Philippines is
hereby DIRECTED to pay Nonwoven
Fabric Philippines, Inc. P1,350,000.00,
the amount it holds in escrow, realized from the May 18, 1993 sale of
the machineries to avoid deterioration during pendency of suit. No pronouncement as to costs.
SO
ORDERED.[38]
Petitioner
sought reconsideration[39]
which was denied by the CA in a Resolution[40]
dated February 9, 2006.
Issues
Hence, the
present recourse where petitioner interposes the following issues:
1. Whether
x x x the Court of Appeals committed serious reversible error in setting aside
the Decision of the trial court holding that Union Bank of the Philippines had
a better right over the machineries seized/levied upon in the proceedings
before the trial court and/or the proceeds of the sale thereof;
2. Whether
x x x the Court of Appeals seriously erred in holding that [Nonwoven] has a
valid claim over the subject sewing machines.[41]
Petitioners
Arguments
Echoing the
reasoning of the RTC, petitioner insists that it has a better title to the
proceeds of the sale.[42] Although the Chattel Mortgage executed in its
favor was not notarized, petitioner insists that it is nevertheless valid, and
thus, has preference over a subsequent unnotarized agreement.[43]
Petitioner further claims that except for the said agreement, no other evidence
was presented by Nonwoven to show that the motorized sewing machines and
equipment were indeed transferred to them by Juniat/Winwood/Wingyan.[44]
Respondent
Nonwovens Arguments
Nonwoven,
on the other hand, claims ownership over the proceeds of the sale under Article
1544[45] of the Civil Code on
double sale, which it claims can be applied by analogy in the instant case.[46] Nonwoven contends that since its prior
possession over the motorized sewing machines and equipment was in good faith,
it has a better title over the proceeds of the sale.[47] Nonwoven likewise maintains that petitioner
has no right over the proceeds of the sale because the Chattel Mortgage
executed in its favor was unnotarized, unregistered, and without an affidavit
of good faith.[48]
Our Ruling
The petition has
merit.
Nonwoven lays
claim to the attached motorized sewing machines and equipment pursuant to the
Agreement it entered into with Juniat, to wit:
With reference to talks held this morning at the
Holiday Inn Golden Mile Coffee Shop, among the following parties:
a.
Redflower
Garments Inc. Mrs. Maglipon
b.
Nonwoven
Fabrics Phils. Inc. Mr. J. Tan
c.
Winwood
Apparel Inc./Wing Yan Apparel, Inc. Mr. A. Juniat, Mrs. S. Juniat
IT WAS AGREED THAT:
a. Settlement of the accounts between Nonwoven
Fabrics Phils. Inc. and Winwood Apparel Inc./Wing Yan Apparel, Inc. should be
effected as agreed through partial payment by L/C with the balance to be settled at a later date for which Winwood
Apparel, Inc. agrees to consign 94 sewing machines, 3 snap machines and 2
boilers, presently in the care of
Redflower Garments Inc., to the care of Nonwoven Fabrics Phils., Inc. as
guarantee. Meanwhile, Nonwoven will resume delivery to Winwood/Win Yang as
usual.
x x x x[49] (Emphasis supplied.)
It insists that
since the attached properties were assigned or ceded to it by Juniat, it has a
better right over the proceeds of the sale of the attached properties than
petitioner, whose claim is based on an unnotarized Chattel Mortgage.
We do not agree.
Indeed, the
unnotarized Chattel Mortgage executed by Juniat, for and in behalf of Wingyan
and Winwood, in favor of petitioner does not bind Nonwoven.[50]
However, it must be pointed out that
petitioners primary cause of action is for a sum of money with prayer for the
issuance of ex-parte writs of attachment and replevin against Juniat, Winwood,
Wingyan, and the person in possession of the motorized sewing machines and
equipment.[51] Thus, the fact that the Chattel Mortgage
executed in favor of petitioner was not notarized does not affect petitioners
cause of action. Petitioner only needed
to show that the loan of Juniat, Wingyan and Winwood remains unpaid and that it
is entitled to the issuance of the writs prayed for. Considering that writs of attachment and
replevin were issued by the RTC,[52]
Nonwoven had to prove that it has a better right of possession or ownership
over the attached properties. This it failed to do.
A perusal of the
Agreement dated May 9, 1992 clearly shows that the sewing machines, snap
machines and boilers were pledged to Nonwoven by Juniat to guarantee his
obligation. However, under Article 2096
of the Civil Code, [a] pledge shall not take effect against third persons if a
description of the thing pledged and the date of the pledge do not appear in a
public instrument. Hence, just like the
chattel mortgage executed in favor of petitioner, the pledge executed by Juniat
in favor of Nonwoven cannot bind petitioner.
Neither can we
sustain the finding of the CA that: The machineries were ceded to THIRD PARTY
NONWOVEN by way of dacion en pago, a
contract later entered into by WINWOOD/WINGYAN and THIRD PARTY NONWOVEN.[53]
As aptly pointed out by petitioner, no evidence was presented by Nonwoven to
show that the attached properties were subsequently sold to it by way of a dacion en pago. Also, there is nothing in the Agreement dated
May 9, 1992 to indicate that the motorized sewing machines, snap machines and
boilers were ceded to Nonwoven as payment for the Wingyans and Winwoods
obligation. It bears stressing that
there can be no transfer of ownership if the delivery of the property to the
creditor is by way of security.[54] In fact, in case of doubt as to whether a
transaction is one of pledge or dacion en
pago, the presumption is that it is a pledge as this involves a lesser
transmission of rights and interests.[55]
In view of the
foregoing, we are constrained to reverse the ruling of the CA. Nonwoven is not entitled to the proceeds of
the sale of the attached properties because it failed to show that it has a
better title over the same.
WHEREFORE, the petition is hereby GRANTED. The assailed June 23, 2005 Decision and the
February 9, 2006 Resolution of the Court of Appeals in CA-G.R. CV No. 66392 are
hereby REVERSED and SET ASIDE. The May 20, 1999 Decision of the Regional
Trial Court of Makati, Branch 145, is hereby REINSTATED and AFFIRMED.
SO
ORDERED.
MARIANO C.
Associate Justice
WE CONCUR:
RENATO
C. CORONA
Chairperson
Chief
Justice
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TERESITA
J. LEONARDO-DE CASTRO Associate
Justice |
LUCAS
P. BERSAMIN Associate
Justice |
MARTIN
S. VILLARAMA, JR.
Associate
Justice
C E R T I F I C A T I O N
Pursuant
to Section 13, Article VIII of the Constitution, 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 Courts Division.
RENATO C. CORONA
Chief Justice
⃰ Also
spelled as Allan and Allain in some parts of the records.
[1] Article 2096 of the Civil Code provides:
A pledge shall not take effect against third persons if a description of the thing pledged and the date of the pledge do not appear in a public instrument.
[2] Rollo, pp. 11-91 with Annexes A to E inclusive.
[3]
[4]
[5]
[6]
[7]
[8] CA rollo, p. 31.
[9] Records, pp. 1-9.
[10] Rollo, pp. 54-55.
[11] Records, pp. 749-750.
[12]
[13] Rollo, pp. 65-66.
[14] Records, pp. 755-758.
[15] Rollo, p. 66.
[16]
[17]
[18]
[19]
[20]
[21] Records, pp. 110-120.
[22]
[23]
[24] Rollo, p. 67.
[25] Records, pp. 357-359.
[26] Rollo, p. 56
[27]
[28]
[29] Id. at 70; The case was re-raffled to Branch 145 of the RTC of Makati as Presiding Judge Francisco X. Velez of Branch 57 inhibited himself from the case.
[30]
[31]
[32]
[33]
[34] Records, pp. 1081-1094.
[35] Rollo, p. 77.
[36]
[37]
[38]
[39]
[40]
[41]
[42]
[43]
[44]
[45] Art. 1544. If the same thing should have been sold to different vendees, the ownership shall be transferred to the person who may have first taken possession thereof in good faith, if it should be movable property.
Should it be immovable property, the ownership shall belong to the person acquiring it who in good faith first recorded it in the Registry of Property.
Should there be no inscription, the ownership shall pertain to the person who in good faith was first in the possession; and, in the absence thereof, to the person who presents the oldest title, provided there is good faith.
[46] Rollo, pp. 257.
[47]
[48]
[49] Records, p. 121.
[50] Civil Code, Art. 2125. In addition to the requisites stated in Article 2085, it is indispensable, in order that a mortgage may be validly constituted, that the document in which it appears be recorded in the Registry of Property. If the instrument is not recorded, the mortgage is nevertheless binding between the parties.
The persons in whose favor the law establishes a mortgage have no other right than to demand the execution and the recording of the document in which the mortgage is formalized.
[51] Records, pp. 1-9.
[52] Rollo, p. 66.
[53]
[54] Fort Bonifacio Development Corporation v.
Yllas Lending Corporation, G.R. No.
158997, October 6, 2008, 567 SCRA 454,
465.
[55] Lopez v. Court of Appeals, 200 Phil. 150, 164 (1982).