Republic of the
Supreme Court
THIRD DIVISION
|
FAR EAST BANK AND TRUST COMPANY (now
Bank of the Philippine Petitioner, - versus - TENTMAKERS
GROUP, INC., GREGORIA PILARES Respondents. |
|
G.R. No. 171050 Present: VELASCO, JR., J., Chairperson, PERALTA, REYES,* and PERLAS-BERNABE, JJ. Promulgated: July 4, 2012 |
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D E C I S I O N
MENDOZA, J.:
This is a petition for review on
certiorari under Rule 45 of the Rules of Court assailing the
THE FACTS
The
signatures of respondents, Gregoria Pilares Santos (Gregoria) and Rhoel
P. Santos (Rhoel), President and Treasurer of respondent Tentmakers
Group, Inc. (TGI) respectively, appeared on the three (3) promissory
notes for loans contracted with petitioner Far East Bank and Trust Company (FEBTC),
now known as Bank of the Philippine Islands (BPI). The first two (2) promissory notes were signed
by both of them on
On
After
a futile demand, FEBTC filed a Complaint[6]
before the RTC for the payment of the principal of the promissory notes which
amounted to a total of ₱887,613.37 inclusive of interest, penalty charges
and attorneys fees. In the said
complaint, Gregoria and Rhoel were impleaded to be jointly and severally liable
with TGI for the unpaid promissory notes.
In defense, the respondents alleged
that FEBTC had no right at all to demand from them the amount being claimed;
that records would show the absence of any resolution coming from the Board of
Directors of TGI, authorizing the signatories to receive the proceeds and the FEBTC
to release any loan; that FEBTC violated the rules and regulations of the
Central Bank as well as its own policy when it failed to require the
respondents to submit the said board resolution, it allegedly being a condition
sine qua non before granting a loan to a corporate entity, for the
protection of the depositors/borrowers; that
it was FEBTCs branch manager, a certain Liza Liwanag, who represented to
Gregoria and Rhoel that they could avail of additional working capital for TGI
by having them sign the promissory notes in advance, which were blank at the
time, so they would be ready for future use; that Liza Liwanags act of not requiring
the aforesaid board resolution was against bank policy; that this irregularity
caused damage to FEBTC with its own employee defrauding the bank; that the respondents
had no knowledge that a loan had been taken out in its name; and that FEBTC
could not present any proof that the respondents duly received the various
amounts reflected in the three (3) promissory notes.[7]
In the Answer with Counterclaim and
Cross-claim,[8] the respondents
alleged that Salvador Bernardo, Jr. and Luisa Bernardo of Eliezer Crafts, who
were erroneously impleaded as cross-defendants,[9] were
the ones who received the proceeds of the promissory notes.
The
respondents failed to appear during the pre-trial. Thereafter, FEBTC was allowed to present
evidence ex-parte. The respondents filed their motion for
reconsideration, but the same was denied by the RTC. A subsequent attempt to
have their pre-trial brief admitted was also denied.[10]
After trial, the RTC rendered its
decision[11] in
favor of FEBTC, the dispositive portion of which states:
WHEREFORE, in view of the foregoing, the
Complaint filed is herein GRANTED.
Defendants Tentmakers Group, Inc., Gregoria P. Santos and Rhoel P.
Santos are held jointly and severally liable to pay plaintiff Far East Bank and
Trust Co. in the amount of ₱1,181,764.68
plus attorneys fees equivalent to 10% of the total amount claimed.
SO ORDERED.[12]
The RTC found sufficient basis to
award FEBTCs claim. It ruled that the
liability of the individual respondents, Gregoria and Rhoel, was based on their
having assumed personal and solidary liability for the amounts represented
under the promissory notes as shown by their respective signatures appearing in
the aforesaid documents. It upheld the
validity and binding effect of the said promissory notes as the respondents did
not deny the due execution thereof or their signatures appearing therein.
As earlier
stated, in its
WHEREFORE, premises
considered, the Regional Trial Court of Makati, Branch 60s
SO ORDERED.[13]
The CA,
taking judicial notice of the usual banking practice involving loan agreements,
held that although there were promissory notes, there was no board
resolution/corporate secretarys certificate designating the signatories for
the corporation, and there was no disclosure that the signatories acted as
agents thereof. There were no
collaterals either to ensure the payment of the loan. In the conferment of such unsecured loans, FEBTC,
its bank manager in particular, also failed to comply with the guidelines set
forth under the Manual of Regulations for Banks,[14]
when it allegedly approved and released the subject loans to Gregoria and
Rhoel. These deficiencies, according to the CA, cast doubt on the loan
transaction which appeared more like an inside job with the branch manager or
bank employee securing the signatures of Gregoria and Rhoel, after which the
said manager/employee simply filled in the blanks.[15]
The CA held that [b]anks should
always have adequate audit mechanisms to make sure that their employees follow
accepted banking rules and practices to safeguard the interest of the investing
public and preserve the public confidence on banks.[16]
Further, the
CA found that there was no evidence presented to prove that Gregoria and Rhoel
or TGI received the proceeds of the three (3) promissory notes.
FEBTC filed
a motion for reconsideration[17]
of the said decision. The CA, however,
in its
Hence,
FEBTC interposes the present petition before this Court anchored on the
following
GROUNDS
(A)
IN ITS 28 JULY 2005 DECISION, THE COURT OF APPEALS, ERRED IN RULING
THAT PETITIONER DID NOT COMPLY WITH THE GUIDELINES UNDER THE MANUAL OF
REGULATION FOR BANKS, THAT THERE WAS NO BOARD RESOLUTION/CORPORATE SECRETARYS
CERTIFICATE DESIGNATING THE SIGNATORIES FOR THE CORPORATION; THERE WAS NO
DISCLOSURE THAT THE SIGNATORIES ACTED AS AGENTS; THAT THERE WERE NO
COLLATERALS/CHATTEL MORTGAGE/REAL ESTATE MORTGAGE/PLEDGES TO ENSURE PAYMENT OF
THE LOAN. THIS FACTUAL FINDING EXPRESSLY
CONFLICTS WITH THE FINDING OF THE TRIAL COURT AND CONTRADICTED BY THE EVIDENCE
ON RECORD.
(B)
IN ITS 28 JULY 2005 DECISION, THE COURT OF APPEALS, MADE A CONCLUSION
THAT IS GROUNDED ENTIRELY ON SPECULATIONS, SURMISES, OR CONJECTURES. THERE IS
NO EVIDENCE ON RECORD THAT WARRANTS AN INFERENCE OF AN INSIDE JOB WITH THE
BRANCH MANAGER OR BANK EMPLOYEE HAVING SECURED THE SIGNATURES OF RESPONDENTS
[DEFENDANTS-APPELLANTS] GREGORIA AND RHOEL AFTER WHICH THE MANAGER AND EMPLOYEE
SIMPLY FILLED IN THE BLANKS THIS FACTUAL FINDING, EXPRESSLY CONFLICTS WITH
THE FINDING OF THE TRIAL COURT AND CONTRADICTED BY THE EVIDENCE ON RECORD,
EXHIBITS, G H AND I BEFORE THE TRIAL COURT.
(C)
IN ITS 28 JULY 2005 DECISION, THE COURT OF
APPEALS, MADE A CONCLUSION THAT IS GROUNDED ENTIRELY ON SPECULATIONS, SURMISES,
OR CONJECTURES. THERE IS NO EVIDENCE ON RECORD THAT WARRANTS AN INFERENCE THAT
THE BANK [HEREIN PETITIONER, THEN PLAINTIFF-APPELLEE], IN FACT, DID NOT DENY
NOR DISPROVE THAT THIRD PERSONS HAD RECEIVED THE PROCEEDS OF THE THREE
PROMISSORY NOTES; NAMELY,
The issue
to be resolved is whether the CA rendered a decision that is grounded entirely
on speculations, surmises, or conjectures when it ruled in favor of the respondents.
FEBTC
contends that the evidence on record showed its compliance with the banking
rules and regulations through board resolutions issued by TGI fully authorizing
Gregoria and Rhoel to transact business with it. It submits that the
materiality of the said board resolutions was already ruled upon by the RTC. It asserts that Gregoria and Rhoel were
solidarily liable for the amounts represented under the three promissory notes
having signed the same. It adds that there was no specific denial, under oath,
of the genuineness and due execution of the said documents as required under
Section 8, Rule 8 of the Rules of Court.
According to FEBTC, it merely acted within its rights as creditor in
demanding payment of the overdue obligation from the solidary creditors, which
included Gregoria and Rhoel. It argues
that the inference of an inside job by the CA was a mere speculation not
supported by any credible evidence. It
further argues that the CA erred when it gave weight to the allegation that
third persons had received the proceeds of the promissory notes because the
proceeds were credited to the account of TGI.
There was no evidence on record that such proceeds were credited to the
account of an entity called Eliezer Crafts.
In their Comment,[19] the
respondents counter that they did not receive the proceeds of the three
promissory notes. The same argument was
reiterated in their Memorandum.[20] The respondents posit that it is true that
they signed the Promissory Notes, but they vehemently deny having received the
amounts reflected thereon. They aver that
FEBTC miserably failed to present any check, voucher, or any document to show
actual receipt by them of the aforementioned amounts from the bank. They argue that the RTC gravely erred in
finding Gregoria and Rhoel personally liable for the amounts under the
promissory notes, they being mere signatories of the companys account, acting
in behalf of TGI, which was the one principally transacting business with
FEBTC. This, the respondents say, was
very clear from the wordings of the Certificate of Board Resolution of TGI
submitted to FEBTC.
The
petition is bereft of merit.
It should be noted that the questions
raised in this petition involve the correctness of the factual findings of the
CA. In petitions for review on certiorari under Rule 45, only
questions of law may be raised by the parties and passed upon by this Court. An
inquiry into the veracity of the factual findings and conclusions of the CA is
not the function of this Court, for this Court is not a trier of facts. Neither is it its function to reexamine and
weigh anew the respective evidence of the parties.[21]
The factual findings of the CA are
generally binding on this Court.[22] There are recognized exceptions[23]
to this rule. FEBTC, however, has failed
to satisfactorily show the applicability of any of those exceptions in this case
to warrant a reexamination of the findings.
In any case, even granting that
factual issues may be considered, the facts would not make a good case for
FEBTC because there was no evidence adduced to prove that the respondents
received the amount demanded in its complaint.
Contrary to the claim of FEBTC, nowhere in the records of this case can
one find a document evidencing that Gregoria and Rhoel, or TGI for that matter,
received the proceeds of the three (3) promissory notes. Moreover, FEBTC violated the rules and
regulations of the Bangko Sentral ng Pilipinas (BSP) by its failure to
strictly follow the guidelines in the conferment of unsecured loans set forth
under the Manual of Regulations for Banks (MORB), to quote:
Sec. X319 Loans Against Personal Security. The following regulations shall govern credit
accommodations against personal security granted by banks.[24]
X319.1 General
guidelines. Before granting credit accommodations against personal security, banks
must exercise proper caution by ascertaining that the borrowers, co-makers,
endorsers, sureties and/or guarantors possess good credit standing and are
financially capable of fulfilling their commitments to the bank. For this
purpose, banks shall keep records containing information on the credit standing
and financial capacity of credit applicants.
X319.2 Proof of financial capacity of borrower. In addition to the usual
personal information sheet about the borrower, banks shall require that an
application for a credit accommodation against personal security be accompanied
by:
a. A copy of the latest income tax returns of the borrower and his
co-maker duly stamped as received by the BIR; and
b. If the credit accommodation exceeds ₱500,000.00, a copy of the borrowers balance sheet duly certified by an
Independent Certified Public Accountant (CPA), and in case he is engaged in
business, also a copy of the profit and loss statement duly certified by a CPA.
The above documents shall be required to be submitted annually for as
long as the credit accommodation is outstanding.
A perusal
of the evidentiary records discloses that none of the above-enumerated
guidelines was complied with by FEBTC, particularly the bank manager. As the CA
stated, banking institutions usually require the following documentations
involving loan agreements to be presented before approving any loan or release
of the proceeds thereof:
1) Promissory Notes duly
signed by the parties;
2) Evidence of
Receipt of Proceeds of the Promissory Notes;
3) If a corporation is
involved, the appropriate copy of the Board Resolution and a duly notarized
Corporate Secretarys Certificate is required to indicate who the authorized
signatories are;
4) If agents
sign, they must disclose their principal; and
5) Real Estate
Mortgage/Chattel Mortgage/Pledges to secure the payment of the loan.
In this
case, although there were promissory notes, there was no proof of receipt by the
respondents of the same amounts reflected in the said promissory notes. There
was no Board Resolution/Corporate Secretarys Certificate either, designating
the authorized signatories for the corporation specifically for the loan
covered by the Promissory Notes. Even
granting arguendo that the two Board Resolutions (Exhibits A and B)
dated March 3, 1995 and April 11, 1995, respectively, authorizing Gregoria and
Rhoel to transact business with FEBTC, were binding, still the petition would not
prosper as there was no evidence of crediting of the proceeds of the promissory
notes. Further, there were no collaterals, real estate mortgage, chattel
mortgage or pledges to ensure the payment of the loan. The Court is in accord with the CA when the
latter wrote:
The bank was
remiss in the surveillance of its people because the bank auditors could have
easily spotted the anomaly that the loan transaction: (1) did not have any
Board Resolution/Corporate Secretarys Certificate; (2) did not have
collateral/Real Estate Mortgage/Chattel Mortgage/Pledge and was given clean;
and (3) there was no disclosure that TGI was the principal involved as borrower
all in violation of accepted banking rules and practices.
Time and
again, the Supreme Court has stressed that banking business is so impressed
with public interest where the trust and confidence of the public in general is
of paramount importance such that the appropriate standard of diligence must be
very high, if not the highest degree of diligence. A banks liability as obligor is not merely
vicarious but primary, wherein the defense of exercise of due diligence in the
selection and supervision of its employees is of no moment.
The laxity of
the bank cannot be allowed to prejudice the clients of the bank who may
unsuspectingly become victims of fraud most likely perpetrated by insiders or
employees of the bank, which is made possible when the bank did not follow
accepted banking rules and practices and prescribed requirements by the Bangko
Sentral in dealing with loan transactions.[25]
The CA was, thus, correct
when it dismissed FEBTCs complaint against the respondents.
As to the
allegation that there is no evidence on record that warrants an inference that
the transaction was attended by irregularities purely orchestrated by FEBTCs
branch manager, the Court gives credence to the respondents stance that:
xxx. Those are
material facts which have not been refuted by the petitioner especially the
issue of irregularities orchestrated by the petitioners Branch Manager Liza
Liwanag. Not even an Affidavit of Denial was adduced by the petitioner. The
banks silence on this point is tantamount to acquiescence to respondents
position, more so on the sudden disappearance of the said Bank Manager which
under the law and jurisprudence that flight being an evidence/indication of
guilt.[26]
Evidently, this is a case
where the respondents are being used as a scapegoat to answer for the damage
and prejudice brought about by the negligence of FEBTCs own employees. The branch manager should have appeared and
explained the circumstances. Thus, the
CA cannot be faulted for making such a ruling.
The bottom
line is that FEBTC miserably failed to present any document that would serve as
basis for its claim that the proceeds of the three promissory notes were indeed
credited to the account of the respondents. Indeed, the Court finds no evidentiary
basis to sustain the RTCs finding of actual receipt by TGI of the amounts
stated in the promissory notes.
Accordingly, the Court affirms the CA decision for being more in accord
with the facts and evidence on record.
On a final note, FEBTC should have been more circumspect in dealing with its clients. It cannot be over emphasized that the banking business is impressed with public interest. Of paramount importance is the trust and confidence of the public in general in the banking industry. Consequently, the diligence required of banks is more than that of a Roman pater familias or a good father of a family. The highest degree of diligence is expected.[27] In handling loan transactions, banks are under obligation to ensure compliance by the clients with all the documentary requirements pertaining to the approval and release of the loan applications. For failure of its branch manager to exercise the requisite diligence in abiding by the MORB and the banking rules and practices, FEBTC was negligent in the selection and supervision of its employees. In Equitable PCI Bank v. Tan,[28] the Court ruled:
xxx. Banks handle daily transactions involving millions of pesos. By the very nature of their works the degree of responsibility, care and trustworthiness expected of their employees and officials is far greater than those of ordinary clerks and employees. Banks are expected to exercise the highest degree of diligence in the selection and supervision of their employees.[29]
For the loss suffered by FEBTC due to its laxity
and carelessness to police its own personnel, the bank has no one to blame but
itself. As correctly concluded by the CA, this situation partakes of the nature
of damnum absque injuria.
WHEREFORE,
the petition is DENIED.
The Decision of the Court of Appeals dated
SO ORDERED.
JOSE
CATRAL
WE CONCUR:
PRESBITERO
J. VELASCO, JR.
Associate Justice
Chairperson
DIOSDADO M.
PERALTA BIENVENIDO L.
REYES
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.
ANTONIO
T. CARPIO
Senior Associate Justice
(Per Section 12, R.A. No. 296,
The Judiciary Act of 1948, as amended)
*
Designated Acting Member in lieu of Associate Justice Roberto A. Abad, per
Special Order No. 1244 dated
[1] Annex A of Petition, rollo,
pp. 33-41. Penned by Associate Justice
Vicente Q. Roxas with Associate Justice Portia Alino-Hormachuelos and Associate
Justice Juan Q. Enriquez, Jr., concurring.
[2] Annex B of Petition, id. at
43-44.
[3] Rollo, p. 34.
[4]
[5]
[6]
[7]
[8] Records, p. 34.
[9] They were not impleaded as party defendants.
[10] Rollo, p. 36.
[11] Dated
[12] Rollo, p. 51.
[13]
[14] 95 O.G. No. 8, Supplement.
[15] Rollo, p. 39.
[16]
[17] Dated
[18] Rollo, pp. 16-17.
[19] Dated June 26, 2006, id. at 102.
[20] Dated
[21] Eterton Multi-Resources Corporation v. Filipino Pipe and Foundry Corporation, G.R. No. 179812, July 6, 2010, 624 SCRA 148, 152, citing Development Bank of the Philippines v. Licuanan, G.R. No. 150097, February 26, 2007, 516 SCRA 644, 651.
[22] Republic
of the
[23] See
Asian Terminals, Inc. v. Malayan Insurance, Co. Inc., G.R. No. 171406,
[24] This provision of Section X319 of
the Manual of Regulations for Banks has been amended by Circular No. 622 Series
of 2008.
[25] Rollo, p. 40.
[26]
[27] Citibank, N.A. v. Dinopol, G.R. No.
188412,
[28] G.R. No. 165339,
[29]