Republic of the
Supreme Court
THIRD DIVISION
|
INSULAR INVESTMENT AND TRUST CORPORATION, Petitioner, - versus - CAPITAL ONE EQUITIES CORP. (now known as CAPITAL
ONE HOLDINGS CORP.) and PLANTERS DEVELOPMENT BANK, Respondents. |
|
G.R. No. 183308 Present: VELASCO, JR., J., Chairperson, PERALTA,
ABAD,
PERLAS-BERNABE, JJ. Promulgated: April
25, 2012 |
x
----------------------------------------------------------------------------------------
x
D E C I S I O
N
MENDOZA, J.:
This is a petition
for review on certiorari under Rule 45 of the 1997 Revised Rules of Civil
Procedure assailing the June 6, 2008 Decision[1]
of the Court of Appeals (CA) in C.A.-G.R. CV No. 79320 entitled Insular
Investment and Trust Corporation v. Capital One Equities Corporation (now known
as Capital One Holdings Corporation) and Planters Development Bank.
THE FACTS
Based on the records
of the case and on the
Petitioner
Insular Investment and Trust Corporation (IITC) and respondents Capital
One Equities Corporation (COEC) and Planters Development Bank (PDB)
are regularly engaged in the trading, sale and purchase of Philippine treasury
bills.
On various dates
in 1994, IITC purchased from COEC treasury bills with an aggregate face value
of P260,683,392.51 (the IITC T-Bills), as evidenced by the
confirmations of purchase issued by IITC.
The purchase price for the said treasury bills were fully paid by IITC
to COEC which was able to deliver P121,050,000.00 worth of treasury
bills to IITC.
On P186,774,739.49 (the COEC
T-Bills). IITC issued confirmations
of sale in favor of COEC covering the said transaction. COEC paid the purchase price by issuing the
following checks:
|
Check No. |
Payee |
Amount |
|
(1) City Trust Managers Check No. 001180 |
Planters
Development Bank |
|
|
(2)
UCPB-Ayala Managers Check No. AYLO43841 |
Planters
Development Bank |
|
|
(3)
UCPB-Ayala Managers Check No. AYLO43840 |
Planters
Development Bank |
|
|
(4)
UCPB-Ayala Check No. AYL213346 |
Insular
Investment and Trust Corporation |
|
Both IITC and
PDB received the proceeds of the checks.
On P186,790,000.00.
Thereafter, PDB
sent a letter[3]
dated P186,790,000.00,
which IITC purchased from PDB on
On
In its May 18,
1994 Letter[4]
to PDB, IITC requested, on behalf of COEC, the delivery to IITC of treasury
bills worth P186,790,000.00 which had been paid in full by COEC. COEC was furnished with a copy of the said
letter.
On
IITC sent COEC a
letter[5]
dated P139,833,392.00 worth of
treasury bills or return the full purchase price. In either case, it also demanded that COEC (1)
pay IITC the amount of P1,729,069.50 representing business opportunity
lost due to the non-delivery of the treasury bills, and (2) deliver treasury
bills worth P121,050,000 with the same maturity dates originally
purchased by IITC.
COEC sent a
letter-reply[6]
dated P139,833,392.00[7]
which it sold to IITC and formally demanded the delivery of the treasury bills
worth P186,774,739.49 which it purchased from IITC. COEC also demanded the payment of lost
profits in the amount of P3,253,250.00.
Considering that COEC and IITC both have claims against each other for
the delivery of treasury bills, COEC proposed that a legal set-off be effected,
which would result in IITC owing COEC the difference of P46,941,446.49.
In its
On
On P50,000,000.00. These assignments were made in consideration
of (a) IITC relinquishing all its rights to claim delivery under the confirmation
of sale issued by PDB to IITC to the extent of P50,000,000.00 (face
value) and (b) COEC relinquishing all its rights to claim delivery of the COEC
T-Bills under the IITC confirmations of sale to COEC to the extent of P50,000,000.00
(face value).
On the same day,
COEC and IITC entered into an Agreement[9]
(the COEC-IITC Agreement) whereby COEC reassigned to IITC the Central
Bank bills subject of the Tripartite Agreement to the extent of P20,000,000.00
in consideration of which IITC relinquished all its rights to claim from COEC
the IITC T-Bills covered by the COEC confirmation of sale to the extent of an
aggregate P20,000,000.00 face value.
Despite
repeated demands, however, PDB failed to deliver the balance of P136,790,000.00
worth of treasury bills which IITC purchased from PDB allegedly for COEC. COEC was likewise unable to deliver the
remaining IITC T-Bills amounting to P119,633,392.00. Neither PDB and COEC returned the purchase
price for the duly paid treasury bills.[10]
This prompted IITC
to file the Amended Complaint[11]
dated March 20, 1995 before the Regional Trial Court, Branch 138, Makati City (RTC),
praying that COEC be ordered to deliver treasury bills worth P119,633,392.00
to IITC or pay the monetary equivalent plus legal interests; and, in the
alternative, that PDB be ordered to comply with its obligations under the
conduit transaction involving treasury bills worth P136,790,000.00 by
delivering the treasury bills to IITC, in addition to actual and exemplary
damages and attorneys fees.
COEC
filed its Answer to Amended Complaint[12]
dated P119,633,392.00. It countered, however, that IITC had an
outstanding obligation to deliver to COEC treasury bills worth P136,774,739.49.[13] COEC prayed that IITC be required to deliver P17,141,347.49
(the amount IITC still owed COEC after a legal off-setting of their debts
against each other) to COEC in addition to moral and exemplary damages and
attorneys fees.[14]
PDB, for its
part, insisted in its Answer Ad Cautelam[15]
that it had no knowledge or
participation in the sale by IITC of treasury bills to COEC. It admitted that it sent a letter dated P186,790,000.00 which IITC
purchased from PDB. PDB posited,
however, that IITC was not entitled to the delivery of the said treasury bills
because IITC did not remit payment to PDB.
Neither did the subject securities become available to PDB.
In its Judgment[16]
dated P119,633,392.00 worth of
treasury bills, pursuant to their transaction in early 1994. As regards the sale of treasury bills by IITC
to COEC, however, the RTC determined that IITC was not merely a conduit in the
purchase a sale of treasury bills between PDB and COEC. Rather, IITC acted as a principal in two
transactions: as a buyer of treasury bills from PDB and as a seller to COEC. Taking into consideration the Tripartite
Agreement, IITC was still liable to pay COEC the sum of P136,790,000.00.
Since IITC and COEC were both debtors
and creditors of each other, the RTC off-set their debts, resulting in a
difference of ₱17,056,608.00 in favor of COEC. As to PDBs liability, it
ruled that PDB had the obligation to pay P136,790,000.00 to IITC. Thus, the trial court ordered (a) IITC to pay
COEC P17,056,608.00 with interest at the rate of 6% from P136,790,000.00 with interest at the
rate of 6% from
Aggrieved,
all parties appealed to the CA which promulgated its decision on P186,790,000.00 to IITC as soon as they are
available.[19] But, the said treasury bills did not become
available. Neither did IITC remit
payment to PDB. As such, PDB incurred no
obligation to deliver P186,790,000.00 worth of treasury bills to IITC.
Hence,
this petition.
THE ISSUES
IITC raises the
following grounds for the grant of its petition:
A. The
petition is not dismissible. The issue
of whether IITC acted as a conduit is a question of law. Assuming for the sake of argument that the
petition involves questions of fact, the Supreme Court may take cognizance of
the petition under exceptional circumstances.
B. The Court
of Appeals gravely erred and acted contrary to law and jurisprudence and the
evidence on record in holding that IITC did not act as a conduit of Capital One
and Plantersbank in the
C. The Court
of Appeals erred and acted contrary to law and the evidence on record in ruling
that Plantersbank did not have any obligation to delivery the COEC T-Bills to
IITC under IITCs alternative cause of action.
D. The Court
of Appeals erred and acted contrary to law in holding that Capital One could
validly set off its claims for the undelivered COEC T-Bills against the fully
paid IITC T-Bills.
E. The Court
of Appeals further erred and acted contrary to law in holding that Capital One
and Plantersbank were not guilty of fraud.
F. The Court
of Appeals violated IITCs right to due process in affirming, without citing
any basis whatsoever, the erroneous holding of the trial court that there was
insufficient evidence to prove the actual and consequential damages sustained
by IITC.[20]
COEC puts forth
the following issues:
Whether the
Court of Appeals correctly held that IITC did not act as a conduit of Capital
One and Plantersbank in the
Whether the
Court of Appeals correctly held that Capital One may validly set off its claim
for the undelivered COEC T-Bills against the balance of the IITC T-Bills.
Whether the
Court of Appeals correctly affirmed the holding of the trial court that Capital
One and Plantersbank are not guilty of fraud.
Whether the
Petition raises questions of fact, and whether it is defective.
Whether
Capital One is entitled to the correction of the mathematical error in the
computation of the money judgment in its favor.[21]
For its part, PDB
identifies the principal issue to be whether it was obliged to deliver to
petitioner Insular the treasury bills which the latter sold, as principal, to
Capital One, and/or pay the value thereof.[22] The following are stated as corollary issues:
Whether
petitioner Insular was acting as facilitator or conduit in the
Whether
petitioner Insular may raise in this petition the issue of it being merely as
facilitator or conduit after the Trial Court and Court of Appeals found
that petitioner Insular was not a facilitator or conduit.
Whether
respondents Plantersbank and Capital One were guilty of fraud in their
transactions with petitioner Insular.
Whether
petitioner Insular was entitled to actual and consequential damages.[23]
The numerous issues
can be simplified as follows:
(1) Whether IITC acted as a conduit in the
transaction between COEC and PDB;
(2) Whether COEC can set-off its obligation to
IITC as against the latters obligation to it; and
(3) Whether PDB has the obligation to deliver
treasury bills to IITC.
THE COURTS
RULING
The
petition is partly meritorious.
Question of fact;
IITC did not act as conduit
Petitioner
IITC insists that the issue of whether it acted as a conduit is a question of
law which can properly be the subject of a petition for review before this
Court. Because the parties already
entered into a stipulation of facts and documents, the facts are no longer at
issue; rather, the court must now determine the applicable law based on the
admitted facts, thereby making it a question of law. Even assuming that the determination of
IITCs role in the two transactions is a pure question of fact, it falls under
the exceptions when the Court may decide to review a question of fact.[24]
Respondent
COEC, on the other hand, argues that IITC raises questions of fact. An issue is one of fact when: (a) there is a
doubt or difference as to the truth or falsehood of the alleged facts, (b) the
issues raised invite a calibration, assessment, re-examination and
re-evaluation of the evidence presented, (c) it questions the probative value
of evidence presented or the proofs presented by one party are clear,
convincing and adequate. Because the question
of whether IITC was merely a conduit satisfies all the conditions enumerated,
then it is a question of fact which this Court cannot pass upon. In addition, COEC calls attention to the
principle that findings of fact of the trial court, especially when approved by
the Court of Appeals, are binding and conclusive on the Supreme Court.[25]
PDB
also maintains that the finding of the RTC that IITC did not act as a conduit
between PDB and COEC was supported by substantial evidence and was sustained by
the CA. Thus, it is already binding and
conclusive upon this Court, whose jurisdiction is limited to reviewing only
errors of law and not of fact.[26]
Respondents are
correct.
The issue raised
by IITC is factual in nature as it requires the Court to delve into the records
and review the evidence presented by the parties to determine the validity of the
findings of both the RTC and the CA as to IITCs role in the transactions in
question. These are purely factual
issues which this Court cannot review.[27] Well-established is the principle that
factual findings of the trial court, when adopted and confirmed by the Court of
Appeals, are binding and conclusive on this Court and will
generally not be reviewed on appeal.[28]
As
discussed in The Insular Life Assurance Company, Ltd. v. Court of Appeals:[29]
It is a
settled rule that in the exercise of the Supreme Courts power of review, the
Court is not a trier of facts and does not normally undertake the
re-examination of the evidence presented by the contending parties during the
trial of the case considering that the findings of facts of the CA are
conclusive and binding on the Court.
However, the Court had recognized several exceptions to this rule, to wit:
(1) when the findings are grounded entirely on speculation, surmises or
conjectures; (2) when the inference made is manifestly mistaken, absurd or
impossible; (3) when there is grave abuse of discretion; (4) when the judgment
is based on a misapprehension of facts; (5) when the findings of facts are
conflicting; (6) when in making its findings the Court of Appeals went beyond
the issues of the case, or its findings are contrary to the admissions of both
the appellant and the appellee; (7) when the findings are contrary to the trial
court; (8) when the findings are conclusions without citation of specific
evidence on which they are based; (9) when the facts set forth in the petition
as well as in the petitioners main and reply briefs are not disputed by the
respondent; (10) when the findings of fact are premised on the supposed absence
of evidence and contradicted by the evidence on record; and (11) when the Court
of Appeals manifestly overlooked certain relevant facts not disputed by the
parties, which, if properly considered, would justify a different conclusion.[30]
Contrary
to IITCs claim, the circumstances surrounding the case at bench do not justify
the application of any of the exceptions.
At any rate, even if the Court would be willing to disregard this
time-honored principle, the inevitable conclusion would be the same as that
made by the RTC and the CA that IITC did not act as a conduit but rather as a
principal in two separate transactions, one as the purchaser of treasury bills
from PDB and, in another, as the seller of treasury bills to COEC.
The
evidence against IITC cannot be denied.
The
confirmations of sale issued by IITC to COEC unmistakably show that the former,
as principal, sold the treasury bills to the latter:[31]
Gentlemen:
As
principal,
we confirm having sold to you on a
without recourse basis the following securities against which you shall pay us
clearing funds on value date.
IITCs confirmations of purchase to
PDB likewise reflect that it acted as the principal in the transaction:[32]
Gentlemen:
As
principal,
we confirm having
purchased
from you on a without recourse basis the following securities against which we
shall pay you clearing funds on value date.
There
is nothing in these documents which mentions that IITC merely acted as a
conduit in the sale and purchase of treasury bills between PDB and COEC. On the contrary, the confirmations of sale and
of purchase all clearly and expressly indicate that IITC acted as a principal
seller to COEC and as a principal buyer from PDB.
IITC
then tries to shift the blame to PDB and COEC by alleging that it was the two
parties which conceptualized the two-step or conduit transaction and dictated
the documents to be used. As such, they
cannot be allowed to take advantage of the ambiguity created by the
documentation which it, in conspiracy with Plantersbank, concocted to render
IITC, an innocent party, liable.[33]
This
argument is far-fetched and borders on the incredible. At the outset, it should be pointed out that
there is no ambiguity whatsoever in the language of the documents used. The
confirmations of sale and purchase unequivocally state that IITC acted as a
principal buyer and seller of treasury bills.
The language used is as clear as day and cannot be more explicit. Thus, because the words of the documents in
question are clear and readily understandable by any ordinary reader, there is
no need for the interpretation or construction thereof.[34] This was emphasized in the case of Pichel
v. Alonzo:[35]
Xxx. To begin
with, We agree with petitioner that construction or interpretation of the
document in question is not called for. A
perusal of the deed fails to disclose any ambiguity or obscurity in its
provisions, nor is there doubt as to the real intention of the contracting
parties. The terms of the agreement are
clear and unequivocal, hence the literal and plain meaning thereof should be
observed. Such is the mandate of the Civil Code of the
Art.
1370. If the terms of a contract are
clear and leave no doubt upon the intention of the contracting parties, the
literal meaning of its stipulation shall control
Pursuant
to the aforequoted legal provision, the first and fundamental duty of the
courts is the application of the contract according to its express terms,
interpretation being resorted to only when such literal application is
impossible.[36] (Emphases
supplied)
COEC
and PDB did not take advantage of any vagueness in the documents in
question. They only seek to enforce the
intention of the parties, in accordance with the terms of the confirmations of
sale and purchase voluntarily entered into by the parties.
The Court also finds
it hard to believe that an entity would carelessly and imprudently expose
itself to liability in the amount of millions of pesos by failing to ensure
that the documents used in the transaction would be a faithful account of its
true nature. It is important to note that the confirmations of sale were issued
by IITC itself using its own documents.
Therefore, it defies imagination how COEC and PDB could have foisted off
these forms on IITC against its will.
In addition, a
comparison of the confirmations of sale issued by IITC in favor of COEC as
against the confirmations of sale issued by PDB in favor of IITC indicates that
there is a difference in the interest rates of the treasury bills and in the
face values:
PDB
Confirmations of
|
Maturity Date |
Yield |
Face Value |
Total Price |
|
|
17.150% |
|
|
|
|
17.150% |
142,620,000.00 |
139,193,100.56 |
|
|
|
|
|
IITC
Confirmations of
|
Maturity Date |
Yield |
Face Value |
Total Price |
|
|
17.0% |
|
|
|
|
17.0% |
142,613,039.05 |
139,215,385.70 |
|
|
|
|
|
IITC offered a
lower interest rate of 17% to COEC, in contrast to the 17.15% interest rate
given to it by PDB. There is also a
notable difference in the face value of the treasury bills and in the total
price paid for each set. If, as IITC
insists, it only acted as a conduit to the sale between PDB and COEC, then
there should be no disparity in the terms (the interest rate, the face value
and the total price) of the sale of the treasury bills. Obviously, this is not the case. The figures lead to no other conclusion but
that there were two separate transactions in both of which IITC played a
principal role as a buyer from PDB of treasury bills with an aggregate face
value of P186,790,000.00 at an interest rate of 17.15% and as a seller
to COEC of treasury bills with an aggregate face value of P186,774,739.49
at an interest rate of 17%.
Again,
IITC attempts to hold PDB and COEC responsible for this questionable variation,
alleging that it was PDB and COEC which dictated the details of the purchase and
sale of the treasury bills. IITC heavily
relies on the fact that COEC directly paid PDB the amount of P182,191,269.26
representing the amount covered in the confirmations of sale issued by PDB to
strengthen its position that it merely acted as a conduit between PDB and COEC.[39]
This was further supported by the internal trading sheets of IITC where the
following handwritten notations were made: (1) in Purchase Trading Sheet No.
10856 covering the purchase of treasury bills by IITC from PDB: dont prepare any
check; payment will come from Capital One (See STS 10811), and (2) in Sale
Trading Sheet No. 10811 covering the sale of treasury bills by IITC to COEC:
for STS 10810 and 10811 will receive 2 checks payable to the ff: 1. Planters
Devt Bank - P182,191,269.59 2.
IITC - 24,116.11
The Court is not
convinced. That COEC directly paid PDB
is of no moment and does not necessarily mean that COEC recognized IITCs
conduit role in the transaction. Neither
does it disprove the findings of both the RTC and the CA that IITC acted as
principal in the two transactions the purchase of treasury bills from PDB and
the subsequent sale thereof to COEC. The
Court agrees with the explanation of the RTC:
The
Court is aware that in the trading business, agreements are concluded even
before the goods being traded are received by the would be seller. Buyers in turn conclude their transactions
even before they are paid. For this
reason, the mere fact that in document for internal use, the instruction that
payment will come from Capital One will not, by itself, prove that plaintiff
was a mere conduit. Neither could it be
considered as circumstantial to establish the fact in issue. At most, the instructions merely identified
the source of funds but whether those funds are to be received by the plaintiff
as purchase price or for remittance to whoever is entitled to it, none was
indicated. The Court may look at the
instruction differently if the entries were no payment required; COEC to pay
PDB directly or this is a conduit transaction; servicing to be done by COEC
or COEC to pay PDB directly.[40]
IITC also
insists that the fact that the P24,116.11 which it claims to be a facilitation
fee is exactly the difference between the principal amounts of the treasury bills
purchased from PDB and the treasury bills sold to COEC constitutes the smoking
gun or the veritable elephant in the living room.[41] To IITC, it is apparent that the amount is a
facilitation fee, adding credence to its contention that it only acted as a
conduit.
The Court cannot
sustain that view. There is nothing to
prove that the amount of P24,116.11 received by IITC from COEC was a
facilitation fee. As explained by COEC,
the amount could easily have been the margin or spread earned by IITC in the
buy-and-sell transaction.[42]
This is, however, not for the Court to determine. As such, the Court relies on the findings of
the RTC on this matter:
Plaintiffs
other evidence to prove its conduit role was the delivery to it by COEC by way
of its corporate check of P24,116.11 in payment of plaintiffs conduit
fee. The Court is hesitant to give
probative value to this proof because nowhere does it appear in the trading
sheets or any other document that it was collected by plaintiff and received by
it from COEC in that concept. Business
practice is to issue an official receipt because it is an income, but none was
presented. The testimonial evidence was
refuted. COEC presented controverting
evidence on the original mode of payment which was requested to be changed by
witness Bombaes. COEC presented the
unsigned check and voucher. The latter
was duly accomplished and bears the signatures or initials of the approving
officers. On this particular issue,
COECs evidence deserves more weight.[43]
Finally,
as correctly observed by the RTC, the actions of IITC after the transaction
were not those of a conduit but of a principal:
The
Court notes with particular interest the events which transpired on
Plaintiff
failed to explain the reason for demanding delivery of the treasury bills when
it was not the buyer as it so claims. It
also failed to object to the use by PDB of the words purchase[d] from us,
something which it could easily do or should do considering the amount
involved.
The
conduct of the plaintiff after concluding the
From
the foregoing, it is clear that IITC acted as principal purchaser from PDB and
principal seller to COEC, and not simply as a conduit between PDB and COEC.
Set-off allowed
IITC argues that
the RTC and the CA erred in holding that COEC can validly set off its claims
for the undelivered IITC T-Bills against the COEC T-Bills.[45] IITC reiterates that COEC did not become a
creditor of IITC because the former did not pay the latter for the purchased
treasury bills. Rather, it was PDB which
received the proceeds of the payment from COEC.[46] In addition, their obligations do not consist
of a sum or money. Neither are they of
the same kind because the obligations call for the delivery of specific
determinate things treasury bills with specific maturity dates and various
interest rates. Thus, legal compensation
cannot take place.[47]
COEC,
on the other hand, points out that it has already unquestionably proven that
IITC acted as a principal, and not as a conduit, in the sale of treasury bills
to COEC.[48] Furthermore, it asserts that the treasury
bills in question are generic in nature because the confirmations of sale and
purchase do not mention specific treasury bills with serial numbers.[49] The securities were sold as indeterminate
objects which have a monetary equivalent, as acknowledged by the parties in the
Tripartite Agreement.[50] As such, because both IITC and COEC are principal
creditors of the other over debts which consist of consumable things or a sum
of money, the RTC correctly ruled that COEC may validly set-off its claims for
undelivered treasury bills against that of IITCs claims.[51]
The Court finds
in favor of respondent COEC.
The applicable
provisions of law are Articles 1278, 1279 and 1290 of the Civil Code of the
Art.
1278. Compensation shall take place when
two persons, in their own right, are creditors and debtors of each other.
Art.
1279. In order that compensation may be
proper, it is necessary:
(1)
That each one of the obligors be bound
principally, and that he be at the same time a principal creditor of the other;
(2)
That both debts consist in a sum of money, or if the things due are consumable,
they be of the same kind, and also of the same quality if the latter has been
stated;
(3)
That the two debts be due;
(4)
That they be liquidated and demandable;
(5)
That over neither of them there be any retention or controversy, commenced by
third persons and communicated in due time to the debtor.
xxx
Art.
1290. When all the requisites mentioned
in Article 1279 are present, compensation takes effect by operation of law, and
extinguishes both debts to the concurrent amount, even though the creditors and
debtors are not aware of the compensation.
Based
on the foregoing, in order for compensation to be valid, the five requisites
mentioned in the abovequoted Article 1279 should be present, as in the case at
bench. The lower courts have already
determined, to which this Court concurs, that IITC acted as a principal in the
purchase of treasury bills from PDB and in the subsequent sale to COEC of the COEC
T-Bills. Thus, COEC and IITC are
principal creditors of each other in relation to the sale of the COEC T-Bills
and IITC T-Bills, respectively.
IITC
also claims that the COEC T-Bills cannot be set-off against the IITC T-Bills
because the latter are specific determinate things which consist of treasury
bills with specific maturity dates and various interest rates.[52]
IITCs actions belie its own
assertion. The fact that IITC accepted
the assignment by COEC of Central Bank Bills with an aggregate face value of P20,000,000.00
as payment of part of the IITC T-Bills is evidence of IITCs willingness to
accept other forms of security as satisfaction of COECs obligation. It should be noted that the second requisite
only requires that the thing be of the same kind and quality. The COEC T-Bills and the IITC T-Bills are
both government securities which, while having differing interest rates and
dates of maturity, have each been assigned a certain face value to determine
their monetary equivalent. In fact, in
the Tripartite Agreement, the COEC-IITC Agreement and in the memoranda of the
parties, the parties recognized the monetary value of the treasury bills in
question, and, in some instances, treated them as sums of money.[53] Thus, they are of the same kind and are
capable of being subject to compensation.
The
third, fourth and fifth requirements are clearly present and are not denied by
the parties. Both debts are due and
demandable because both remain unsatisfied, despite payment made by IITC for
the IITC T-Bills and by COEC for the COEC T-Bills. Moreover, COEC readily admits that it has an
outstanding balance in favor of IITC.[54] Conversely, IITC has been found by the lower
courts to be liable, as principal seller, for the delivery of the COEC T-Bills.[55] The debts are also liquidated because their
existence and amount are determined.[56] Finally, there exists no retention or
controversy over the COEC T-Bills and the IITC T-Bills.
Because
all the stipulations under Article 1279 are present in this case, compensation
can take place. COEC is allowed to
set-off its obligation to deliver the IITC T-Bills against IITCs obligation to
deliver the COEC T-Bills.
Correction of the amount due
Having
established that compensation or set-off is allowed between COEC and IITC, the
Court will now delve into the proper amount of the award and the applicable
interest rates.
The RTC, in its
Judgment, ordered IITC to pay COEC the amount of P17,056,608 with
interest at the rate of 6% per annum until full payment. In arriving at the said amount, the trial
court used, as its basis, COECs claim against IITC for P186,790,000
worth of treasury bills less P50,000,000 which it received under the
Tripartite Agreement. Then it deducted
from this the P139,633,392.00 face value of the undelivered treasury
bills by COEC to IITC less the P20,000,000 which COEC assigned to IITC
pursuant to the COEC-IITC Agreement.[57]
As correctly
pointed out by COEC, there was a mistake in the arithmetic subtraction made by
the RTC. Using the figures provided by
the lower court, the correct result should have been P17,156,608.00, P100,000.00
more than what was adjudged in favor of COEC.
To illustrate:
|
The trial courts computation |
|
|
|
COECs counterclaim against IITC |
|
|
|
Amount assigned by IITC to COEC |
(50,000,000.00) |
|
|
Subtotal |
|
|
|
IITCs claim against COEC |
|
|
|
Amount reassigned by COEC to IITC |
(20,000,000.00) |
|
|
Subtotal |
|
|
|
TOTAL |
|
|
Aside from the
error in the RTCs mathematical computation, a review of the records,
particularly the March 20, 1995 Amended Complaint filed by IITC, the April 10,
1995 Answer to Amended Complaint (With Counterclaim) filed by COEC and the
September 2, 1999 Partial Stipulation of Facts and Documents submitted by IITC,
COEC and PDB to the trial court, reveals that there was some confusion as to the
correct basis to be used for calculating the amount due to COEC. In COECs Answer and in the Partial
Stipulation, it explicitly stated that it purchased from IITC treasury bills
with a face value of P186,774,739.49, as evidenced by the Confirmations
of Sale issued by IITC. If this figure is
used in computing COECs award, the resulting amount would be P17,141,347.49,
which is consistent with COECs counterclaim.
|
The revised computation |
|
|
|
COECs counterclaim against IITC |
|
|
|
Amount assigned by IITC to COEC |
(50,000,000.00) |
|
|
Subtotal |
|
|
|
IITCs claim against COEC |
|
|
|
Amount reassigned by COEC to IITC |
(20,000,000.00) |
|
|
Subtotal |
|
|
|
TOTAL |
|
|
Lastly, as
regards the legal interest which should be imposed on the award, the Court
directs the attention of the parties to the case of Eastern Shipping Lines
v. Court of Appeals,[58]
1. When the
obligation is breached, and it consists in the payment of a sum of money, i.e.,
a loan or forbearance of money, the interest due should be that which may have
been stipulated in writing. Furthermore,
the interest due shall itself earn legal interest from the time it is
judicially demanded. In the absence of
stipulation, the rate of interest shall be 12% per annum to be computed from
default, i.e., from judicial or extrajudicial demand under and subject to the
provisions of Article 1169 of the Civil Code.
2. When
an obligation, not constituting a loan or forbearance of money, is breached, an
interest on the amount of damages awarded may be imposed at the discretion of
the court at the rate of 6% per annum. No interest, however, shall be adjudged on
unliquidated claims or damages except when or until the demand can be
established with reasonable certainty.
Accordingly, where the demand is established with reasonable certainty,
the interest shall begin to run from the time the claim is made judicially or
extrajudicially (Art. 1169, Civil Code) but when such certainty cannot be so
reasonably established at the time the demand is made, the interest shall begin
to run only from the date the judgment of the court is made (at which time the
quantification of damages may be deemed to have been reasonably ascertained).
The actual base for the computation of legal interest shall, in any case, be on
the amount finally adjudged.
3. When
the judgment of the court awarding a sum of money becomes final and executory,
the rate of legal interest, whether the case falls under paragraph 1 or
paragraph 2, above, shall be 12% per annum from such finality until its
satisfaction, this interim period being deemed to be by then an
equivalent to a forbearance of credit.[59] (Emphases
supplied)
Because
the obligation arose from a contract of sale and purchase of government
securities, and not from a loan or forbearance of money, the applicable
interest rate is 6% from
In
sum, the Court finds that after compensation is effected, IITC still owes COEC P17,141,347.49
worth of treasury bills, subject to the interest rate of 6% per annum from June
10, 1994, then subsequently to the increased interest rate of 12% from the date
of finality of this decision until full payment.
PDB
has an obligation to deliver
the
treasury bills to IITC
The
CA, in absolving PDB from all liability, reasoned that: (1) PDB was not
involved in the transactions for the purchase and sale of treasury bills
between IITC and COEC; (2) IITC failed to allege in its Amended Complaint and
prove during the trial that PDB directly and principally sold to IITC P186,790,000
worth of treasury bills; (3) while PDB undertook, in its May 4, 1994 letter to
deliver to IITC the said treasury bills, the obligation did not ripen because
the bills did not become available to PDB and IITC did not remit any payment to
PDB; (4) IITC did not demand delivery of the treasury bills; (5) IITC merely
sued PDB as an alternative defendant, implying that IITC did not have a
principal and direct cause of action against PDB on the treasury bills; and (6)
there was nothing in the records to support the trial courts finding that PDB owed
IITC P186,790,000 worth of treasury bills.[61]
PDB
essentially echoes the reasons set forth by the CA and reiterated that because
IITC did not pay for the treasury bills subject of its (PDB) May 4 undertaking,
then IITC had no right to demand delivery of the said securities from PDB. Moreover, the check payments made by COEC to
PDB were not in payment of the treasury bills purchased by IITC from PDB, but
for COECs other obligations with PDB. The total amount of the checks P182,191,269.26
did not correspond to the treasury bills worth P186,790,000 which COEC
allegedly purchased from PDB with IITC acting as conduit. PDB also points out that COEC did not interpose
a cross-claim against it precisely because COEC was aware that it had no claim
against PDB.[62] Also, the checks clearly indicated that they
were made in payment for the account of COEC.[63]
IITC insists
that it alleged in its Amended Complaint (by way of alternative cause of
action) that PDB directly and principally sold to IITC treasury bills worth P186,790,000.00. By suing PDB as an alternative defendant,
IITC did not acknowledge that PDB could not be held principally liable. On the contrary, by bringing suit against PDB
under an alternative cause of action, IITC set forth a claim against PDB as the
principal seller of the treasury bills. In
addition, IITC categorically refuted PDBs allegation that the former did not
pay for the treasury bills purchased from the latter. The judicial admissions of PDB during the
course of the trial and in the Partial Stipulation, that PDB received the
proceeds of the managers checks issued by COEC as payment for COECs purchase
of treasury bills from IITC, contradict PDBs defense that no payment was made
by IITC for the said treasury bills.
Payment by COEC to PDB, upon IITCs instructions, should be treated as a
payment by a third person with the knowledge of the debtor, under Article 1236
of the Civil Code. Thus, when PDB
accepted COECs checks, it became duty bound to deliver the treasury bills sold
to IITC as the principal buyer.[64]
Lastly, IITC
points out the absurdity of the CA decision in allowing COEC to offset its
liability to IITC against its liability to deliver the treasury bills purchased
by COEC. The parties do not deny that
COEC paid for the purchase price of the subject treasury bills by issuing
managers checks in the name of PDB and IITC.
As such, unless COECs payment to PDB is credited as payment by IITC to
PDB for the securities purchased by IITC, under that theory that IITC acted as
a principal buyer, there would be no obligation on the part of IITC against
which a set-off can be effected by COEC.[65]
On
this point, the Court agrees with IITC.
First,
while it is true that PDB was not involved in the sale of the COEC T-Bills, it
is irrelevant to the issue because it is IITC which interposed a claim, albeit
an alternative one, against PDB for having sold to IITC treasury bills worth P186,790,000.00. This was alleged in IITCs Amended Complaint
and was deemed by the RTC to have been successfully proven.[66] The findings of the RTC are supported by the
confirmations of sale issued by PDB in favor of IITC and PDBs letter dated P186,790,000.00 to IITC.[67] The due execution and the veracity of the
contents of the aforesaid documents have been admitted by the parties.[68]
Second,
it is erroneous to say that IITC never made any demand upon PDB. IITCs letter dated
Third,
the CA ruling that IITC impliedly did not have a principal cause of action
because it merely sued PDB as an alternative defendant is an extremely flawed
and baseless supposition which runs counter to established law and
jurisprudence. The filing of a suit
against an alternative defendant and under an alternative cause of action
should not be taken against IITC.
Section 13, Rule 3 and Section 2, Rule 8 of the Rules of Civil Procedure
explicitly allows such filing:
Rule 8, Section 2: Alternative causes of action or defenses.
A party may set forth two or more statements of a claim or defense
alternatively or hypothetically, either in one cause of action or defense or in
separate causes of action or defenses.
When two or more statements are made in the alternative and one of them
if made independently would be sufficient, the pleading is not made
insufficient by the insufficiency of one or more of the alternative statements.
As
discussed earlier, the Court is not granting IITCs primary cause of action
against COEC because IITC acted, not as a mere conduit for the sale of shares
by PDB to COEC as alleged by IITC, but rather as a principal purchaser of securities
from PDB and then later as a principal seller to COEC. By reason of this determination, COEC is
allowed to offset its outstanding obligation to deliver the remaining IITC
T-Bills against the latters obligation to deliver the COEC T-Bills. Consequently, IITCs alternative action
against the alternative defendant PDB should be considered in order for IITC to
be able to recover from PDB the P186,790,000.00 worth of treasury bills
which had already been fully paid for.
To ascertain
whether IITC was able to adequately state an alternative cause of action
against PDB in its Amended Complaint, the Court refers to Perpetual Savings
Bank v. Fajardo[70]
where the test for determining the existence of a cause of action was
extensively discussed:
The familiar test for determining whether a
complaint did or did not state a cause of action against the defendants is
whether or not, admitting hypothetically the truth of the allegations of fact
made in the complaint, a judge may validly grant the relief demanded in the
complaint.
In Rava Development Corporation v. Court of Appeals, the Court
elaborated on this established standard in the following manner:
The rule is that a defendant moving to dismiss a complaint
on the ground of lack of cause of action is regarded as having hypothetically
admitted all the averments thereof. The test of the sufficiency of the facts
found in a petition as constituting a cause of action is whether or not,
admitting the facts alleged, the court can render a valid judgment upon the
same in accordance with the prayer thereof (Consolidated Bank and Trust
Corp. v. Court of Appeals, 197 SCRA 663 [1991]).
In determining the existence of a cause
of action, only the statements in the complaint may properly be considered. It is error
for the court to take cognizance of external facts or hold preliminary hearings
to determine their existence. If the allegation in a complaint furnish
sufficient basis by which the complaint may be maintained, the same should not
be dismissed regardless of the defenses that may be assessed by the defendants
(supra).
A careful review of the records of this case reveals that
the allegations set forth in the complaint sufficiently establish a cause of
action. The
following are the requisites for the existence of a cause of action: (1) a
right in favor of the plaintiff by whatever means and under whatever law it
arises or is created; (2) an obligation on the part of the named defendant to
respect, or not to violate such right; and (3) an act or omission on the part
of the said defendants constituting a violation of the plaintiff's right or a
breach of the obligation of the defendant to the plaintiff (Heirs of
Ildefonso Coscolluela, Sr., Inc. v. Rico General Insurance Corporation, 179
SCRA 511 [1989]).[71] (Emphases supplied)
Following the
disquisition above, IITCs Amended Complaint, while not a model of superb
draftsmanship in its struggle to maintain IITCs conduit theory, adequately
sets forth a cause of action against PDB.
Under its claim against PDB as alternative defendant, IITC alleged that,
even if it acted as a direct buyer from PDB, (1) IITC is entitled to the
delivery of the treasury bills worth P186,790,000.00 covered by the
confirmations of sale issued by PDB, (2) PDB has an obligation to deliver the
same to IITC, and (3) PDB failed to deliver the said securities to IITC.[72]
It would be the
height of injustice to hold IITC accountable for the delivery of the COEC
T-Bills to COEC without similarly holding PDB liable for the release of the
treasury bills worth P186,790,000.00 to IITC, which cannot be
accomplished without allowing IITCs alternative cause of action against PDB to
prosper.
The
Court now tackles the main argument of PDB for sustaining the ruling of the CA
absolving it from liability that IITC allegedly failed to make the required
payment for the purchase. PDB claims
that the managers checks which it received from COEC were payment by the latter
for its other obligations to the former.
Conspicuously, PDB failed to elaborate on the supposed obligations of
COEC.
This
flimsy allegation is patently untrue. In
its Memorandum,[73]
COEC denied that the checks were payment for an account which it had
with PDB, as PDB so desperately alleges.
COEC clarified that the managers checks payable to PDB were issued by
COEC upon the instructions of IITC in payment for the COEC T-Bills. PDBs theory was negated by COEC itself as
the issuer of the checks. Moreover, PDB
already judicially admitted, through the Partial Stipulation, that the checks
were given by COEC as payment for the COEC T-Bills. Section 4, Rule 129 of the Revised Rules of
Evidence provides that:
Sec. 4.
Judicial admissions. An admission, verbal or written, made by a party in the
course of the proceedings in the same case, does not require proof. The
admission may be contradicted only by showing that it was made through palpable
mistake or that no such admission was made.
As such, PDB
cannot now gainsay itself by claiming that the checks were payment by COEC for
certain unidentified obligations to PDB.
It is well-settled that judicial admissions cannot be contradicted by
the admitter who is the party himself and binds the person who makes the same,
and absent any showing that this was made thru palpable mistake, no amount of
rationalization can offset it.[74]
Since it has
been sufficiently established that it was IITC which instructed that payment be
made to PDB, it is apparent that the said checks were delivered to PDB in
consideration of a transaction between PDB and IITC. On P186,790,000.00 from
PDB for the total price of P182,191,269.56. The Court notes that the P182,191,269.26
aggregate amount of the checks issued by COEC to PDB is almost exactly equal to
the total price of the treasury bills which IITC purchased from PDB.[75] The payment by COEC on behalf of IITC can be
considered as payment made by a third-party to the transaction between IITC and
PDB which is allowed under Article 1236 of the Civil Code of the
The
Court finds no logical reason either for PDB to execute the May 4, 1994 Letter
to IITC undertaking to deliver treasury bills worth P186,790,000.00 if
it had not received the payment from IITC.
Especially so because there is nothing in the letter to indicate that
PDB was still awaiting payment for the said securities. There is no other reasonable conclusion but
that PDB received payment, in the form of three managers checks issued by
COEC, for the treasury bills purchased by IITC, and that having failed to
promptly deliver the treasury bills despite having encashed the checks, PDB
then executed the foregoing letter of undertaking.
Also
telling is PDBs participation in the Tripartite Agreement with IITC and COEC
where it assigned P50,000,000 worth of Central Bank Bills to IITC, in
consideration of which, IITC relinquished its right to claim delivery under the
confirmations of sale issued by PDB to the extent of P50,000,000. While the agreement stipulated that it was
not in any way an admission of any liability by any one of them against
another, the fact that PDB agreed to execute such an agreement is indicative of
the existence of its obligation to IITC.
In its Answer Ad Cautelam filed before the RTC, PDB explained that it
gave up P50,000,000 worth of Central Bank Bills simply to assist COEC
and IITC meet their financial difficulties.
The Court finds this allegation highly inconceivable, preposterous and
even ludicrous because no company in its right mind would willingly part with
such a huge amount of bank bills for no consideration whatsoever except for solely
altruistic reasons.
Finally,
PDBs argument that it had no obligation to deliver the treasury bills
purchased by IITC because the same did not become available to PDB is evidently
a frantic last ditch attempt to evade liability. That the subject securities did not become
available to PDB should not be the concern of IITC. For as long as payment was made, PDB was
obliged to deliver the securities subject of its confirmations of sale.
PDBs
adroit maneuvering coupled with IITCs poorly conceived conduit theory led the CA
to reach an erroneous conclusion. This
Court, however, will not be similarly blinded.
There is simply an incongruity in the CA decision. Accordingly, this Court rules that PDB should
be liable for the delivery of P186,790,000.00 worth of treasury bills to
IITC, or payment of the same, reduced by P50,000,000.00 which the former
assigned to the latter under the Tripartite Agreement. The total liability of PDB is P136,790,000.00,
computed as follows:
|
PDBs
Liability |
|
|
Amount of
treasury bills purchased by IITC |
|
|
Amount
assigned by PDB to IITC |
50,000,000.00 |
|
TOTAL |
|
This shall be subject to interest at
the rate of 6% per annum from the date of the filing of the Amended Complaint
on
To rule
otherwise would be to allow unjust enrichment on the part of PDB to the
detriment of IITC. Article 22 of the
Civil Code of the
Art. 22. Every person who through an act of
performance by another, or any other means, acquires or comes into possession
of something at the expense of the latter without just or legal ground, shall
return the same to him.
In
the recent case of Flores v. Spouses Lindo,[77]
this Court expounded on the subject matter:
There is
unjust enrichment when a person unjustly retains a benefit to the loss of
another, or when a person retains money or property of another against the
fundamental principles of justice, equity and good conscience. The principle of unjust enrichment requires
two conditions: (1) that a person is benefited without a valid basis or
justification, and (2) that such benefit is derived at the expense of another.
The main
objective of the principle against unjust enrichment is to prevent one from
enriching himself at the expense of another without just cause or
consideration.[78]
The
Court cannot condone a decision which is manifestly partial. Neither shall the Court be a party to the
perpetration of injustice. As the last
bastion of justice, this Court shall always rule pursuant to the precepts of fairness
and equity in order to dispel any doubt in the integrity and competence of the Judiciary.
WHEREFORE,
the petition is PARTIALLY GRANTED. The June 6, 2008 Decision of the Court of
Appeals in C.A.-G.R. CV No. 79320 is SET ASIDE. Accordingly, the
FOR THE REASONS GIVEN, judgment is
hereby rendered -
a] ordering Planters Development Bank to
pay plaintiff ₱136,790,000.00 with interest at the rate of six (6%)
percent per annum from
b] ordering Insular and Trust Investment
Corporation to pay Capital One Equities Corporation ₱17,156,608.00 with
legal interest at the rate of six (6%) percent per annum from June 10, 1994
until full payment; and
c] dismissing the counterclaim of
Planters Development Bank.
Any
amount not paid upon the finality of this decision shall be subject to interest
at the increased rate of twelve (12%) percent per annum reckoned from the date
of finality of this decision until full payment thereof.
No pronouncement as to costs.
SO
ORDERED.
JOSE CATRAL
Associate Justice
WE CONCUR:
PRESBITERO J. VELASCO, JR.
Associate
Justice
Chairperson
DIOSDADO M.
PERALTA ROBERTO A.
ABAD
Associate Justice Associate Justice
ESTELA M. PERLAS-BERNABE
Associate
Justice
A T T
E S T A T I O N
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 Courts Division.
PRESBITERO J.
VELASCO, JR.
Associate Justice
Chairperson, Third
Division
C E R
T I F I C A T I O N
Pursuant to
Section 13, Article VIII of the Constitution and the Division Chairpersons
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 Courts Division.
RENATO
C. CORONA
Chief Justice
[1] Rollo, pp. 249-276; penned by Associate Justice Agustin S. Dizon and concurred in by Associate Justice Regalado E. Maambong and Associate Justice Celia C. Librea-Leagogo of the Sixteenth Division of the Court of Appeals.
[2] Id. at 434-441.
[3] Id. at 309.
[4] Id. at 383.
[5]
[6]
[7] The correct amount is Php139,633,392 (based on COECs admission in
its Answer dated
[8] Rollo, pp. 314-318.
[9] Id. at 319-322.
[10] Id. at 182.
[11] Id. at 323-337.
[12] Id. at 421-427.
[13] Id. at 425.
[14] Id. at 426a.
[15]
[16]
[17] Id. at 268.
[18] Id. at 270.
[19] Id. at 271.
[20] Id. at 2587-2588.
[21] Id. at 2350.
[22] Id. at 2497.
[23] Id. at 2497-2498.
[24] Id. at 2588-2594.
[25]
[26]
[27] Dimaranan v. Heirs of Spouses Arayata,
G.R. No. 184193,
[28] Eterton
Multi-Resources Corporation v. Filipino Pipe and Foundry Corporation, G.R.
No. 179812,
[29]
G.R. No. 126850,
[30]
[31] Rollo, pp. 303-304.
[32] Id. at 301-302.
[33] Id. at 2609.
[34] Henson v. Intermediate Appellate Court, 232 Phil. 12 (1987), citing San Mauricio Mining Company v. Ancheta, 192 Phil. 624 (1981).
[35]
G.R. No. L-36902,
[36]
[37] Rollo, pp. 299-300.
[38] Id. at 303-304.
[39] Id. at 2604-2606.
[40] Id. at 454.
[41] Id. at 2617.
[42] Id. at 2393.
[43] Id. at 455.
[44] Id. at 458.
[45] Id. at 2637.
[46] Id. at 2637.
[47] Id. at 2638.
[48] Id. at 2406.
[49] Id. at 2408.
[50] Id. at 2409.
[51] Id. at 2410.
[52] Id. at 2638.
[53] Id. at 314, 319, 2304, 2481, 2560.
[54] Id. at 2304.
[55] Id. at 268.
[56] Montemayor
v. Millora, G.R. No. 168251,
[57] Rollo, p. 460.
[58] G.R.
No. 97412,
[59]
[60] Rollo, p. 388.
[61]
[62] Id. at 2538.
[63] Id. at 2534-2538.
[64] Id. at 2629-2635.
[65]
[66]
[67]
[68]
[69] Oceaneering Contractors (Phils.), Inc. v. Barretto,
G.R. No. 184215,
[70]
G.R. No. 79760,
[71] Id. at 728, citing Rava Development Corporation v. Court of Appeals, G.R. No. 96825, July 3, 1992, 211 SCRA 144.
[72] Rollo, p. 330.
[73]
[74] Landoil Resources Corporation v. Al Rabiah Lighting Company, G.R. No. 174720, September 7, 2011, citing Spouses Binarao v. Plus Builders, Inc., 524 Phil. 361 (2006).
[75] Rollo, pp. 299-302 and 305-308.
[76] Art. 1236. The creditor is not bound to accept payment or performance by a third person who has no interest in the fulfilment of the obligation, unless there is a stipulation to the contrary.
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.
[77]
G.R. No. 183984,
[78]