phil bank vs ca

8/9/2019 phil bank vs ca

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THIRD DIVISION

[G.R. No. 115849. January 24, 1996]

FIRST PHILIPPINE INTERNATI NAL !AN" #For$%r&y Pro'u(%r) !an*o+ -% P- & // n%)0 an' ER 3RI RI ERA, petitioners , vs .

3RT F APPEALS, ARL S EJER IT , n )u ) u on o+ E ETRI E ETRIA, an' J SE JAN L , respondents .

E I S I NPANGANI!AN, J .7

In the absence of a formal deed of sale, may commitments given by bank officers inan exchange of letters and or in a meeting !ith the b"yers constit"te a #erfected andenforceable contract of sale over $%$ hectares of land in Sta& Rosa, 'ag"na( Does thedoctrine of )a##arent a"thority* a##ly in this case( If so, may the +entral ank-a##ointed conservator of .rod"cers ank /no! 0irst .hili##ine International ank1re#"diate s"ch )a##arent a"thority* after said contract has been deemed #erfected(D"ring the #endency of a s"it for s#ecific #erformance, does the filing of a )derivatives"it* by the majority shareholders and directors of the distressed bank to #revent theenforcement or im#lementation of the sale violate the ban against for"m-sho##ing(

Sim#ly stated, these are the ma2or 3"estions bro"ght before this +o"rt in the instant

.etition for revie! on certiorari "nder R"le 45 of the R"les of +o"rt, to set aside theDecision #rom"lgated 6an"ary $4, $774 of the res#ondent +o"rt of 8##eals 9$: in +8-;&R&+V No& and the Resol"tion #rom"lgated 6"ne $4, $774 denying the motion for reconsideration& The dis#ositive #ortion of the said Decision reads?

WHEREFORE, the decision of the lower court is MODIFIED by the elimination of thedamages awarded under aragra hs !, " and # of its dis ositi$e ortion and the reduction of theaward in aragra h % thereof to &'%,((()((, to be assessed against defendant ban*) In all otheras ects, said decision is hereby +FFIRMED)

+ll references to the original laintiffs in the decision and its dis ositi$e ortion are deemed,

herein and hereafter, to legally refer to the laintiff a ellee -arlos -) E.ercito)

-osts against a ellant ban*)/

The dis#ositive #ortion of the trial co"rt@s 9A: decision dated 6"ly $%, $77$, on the other hand, is as follo!s?
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WHEREFORE, remises considered, .udgment is hereby rendered in fa$or of the laintiffs andagainst the defendants as follows0

1) Declaring the e2istence of a erfected contract to buy and sell o$er the si2 3#4 arcels of landsituated at Don 5ose, 6ta) Rosa, 7aguna with an area of 1(1 hectares, more or less, co$ered by

and embraced in 8ransfer -ertificates of 8itle 9os) 8 1(#:!; to 8 1(#:!', inclusi$e, of the 7andRecords of 7aguna, between the laintiffs as buyers and the defendant &roducers


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Res#ondent +arlos F2ercito /res#ondent F2ercito, for brevity1 is of legal age and isthe assignee of original #laintiffs-a##ellees Demetrio Demetria and 6ose 6anolo&

Res#ondent +o"rt of 8##eals is the co"rt !hich iss"ed the Decision and Resol"tionso"ght to be set aside thro"gh this #etition&

T-% Fa( )

The facts of this case are s"mmari ed in the res#ondent +o"rt@s Decision, 9

lan to buy the ro erty 3869 of 5an) 1#, 1::(, ) ' 1(4) +fter the meeting, laintiff 5anolo,following the ad$ice of defendant Ri$era, made a formal urchase offer to the ban* through aletter dated +ugust !(, 1:A' 3E2h)


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M# offer is for P */*' T ! M(++(/ ( : %! % T /:*A % ;P3,400,000.00< P */*, in cash.

=indl# contact $e at Telephone u$)er 9 1 1366.

3!4 On 6e tember 1, 1:A', defendant Ri$era made on behalf of the ban* a formal re ly by letter which is hereunder ?uoted 3E2h) -/40

*epte$)er 1, 1987

> P M P &:T( !! ? T !P!(* * 16 -haris$a *t., %o@a Andres ((

!osario, Pasig, Metro Manila

Attention' >/* /. >A /+/ %ear *ir'

%ear *ir'

Thank #ou for #our letter offer to )u# our si ;2< parcels of ac5uired lots at *ta. !osa, +aguna;for$erl# o ned )# B#$e industrial -orp.


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3%4 8here was no re ly to 5anolo>s foregoing letter of 6e tember 1', 1:A') What too* lace wasa meeting on 6e tember ;A, 1:A' between the laintiffs and 7uis -o, the 6enior Bice &residentof defendant ban*) Ri$era as well as Fa.ardo, the


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demanded the e2ecution by the ban* of the documents on what was considered as a erfectedagreement)/ 8hus0

Mr. Mercurio !i"era Manager, Producers Bank

Paseo de !o as, Makati Metro Manila

%ear Mr. !i"era'

This is in connection ith the offer of our client, Mr. >ose /. >anolo, to purchase #our 101hectare lot located in *ta. !osa, +aguna, and hich are co"ered )# T-T o. T 10293 to102937.

ro$ the docu$ents at hand, it appears that #our counter offer dated *epte$)er 1, 1987 of this sa$e lot in the a$ount of P4.4 $illion as accepted )# our client thru a letter dated *epte$)er

30, 1987 and as recei"ed )# #ou on /cto)er 4, 1987.

(n "ie of the a)o"e circu$stances, e )elie"e that an agree$ent has )een perfected. Ce erealso infor$ed that despite repeated follo up to consu$$ate the purchase, #ou no refuse tohonor #our co$$it$ent. (nstead, #ou ha"e ad"ertised for sale the sa$e lot to others.

(n )ehalf of our client, therefore, e are $aking this for$al de$and upon #ou to consu$$ateand e ecute the necessar# actionsEdocu$entation ithin three ;3< da#s fro$ #our receipt hereofCe are read# to re$it the agreed a$ount of P4.4 $illion at #our ad"ice. /ther ise, e shall )econstrained to file the necessar# court action to protect the interest of our client.

Ce trust that #ou ill )e guided accordingl#.

3A4 Defendant ban*, through defendant Ri$era, ac*nowledged recei t of the foregoing letter andstated, in its communication of December ;, 1:A' 3E2h) I/4, that said letter has been referred 22 2 to the office of our -onser$ator for ro er dis osition)/ Howe$er, no res onse came from the+cting -onser$ator) On December 1", 1:A', the laintiffs made a second tender of ayment3E2hs) 7/ and 7 1/4, this time through the +cting -onser$ator, defendant Encarnacion)&laintiffs> letter reads0

P!/%:- !* BA = / T P (+(PP( *

Paseo de !o as, Makati, Metro Manila

Attn.' Att#. (%A -A! A-(/ -entral Bank -onser"ator

&entle$en'


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Ce are sending #ou here ith, in )ehalf of our client, Mr. >/* /. >A /+/, MBT- -heck o.48387 in the a$ount of P4.4 $illion as our agreed purchase price of the 101 hectare lot

co"ered )# T-T os. 10293 , 102933, 102936, 102934, 102932 and 102937 and registeredunder Producers Bank.

This is in connection ith the perfected agree$ent conse5uent fro$ #our offer of P4.4 Million asthe purchase price of the said lots. Please infor$ us of the date of docu$entation of the salei$$ediatel#.

=indl# ackno ledge receipt of our pa#$ent.

3:4 8he foregoing letter drew no res onse for more than four months) 8hen, on May !, 1:AA, laintiff, through counsel, made a final demand for com liance by the ban* with its obligationsunder the considered erfected contract of sale 3E2hibit 9/4) +s recounted by the trial court3Original Record, ) #%#4, in a re ly letter dated May 1;, 1:AA 3+nne2 "/ of defendant>s answer to amended com laint4, the defendants through +cting -onser$ator Encarnacion re udiated the

authority of defendant Ri$era and claimed that his dealings with the laintiffs, articularly hiscounter offer of &%)% Million are unauthori ed or illegal) On that basis, the defendants .ustifiedthe refusal of the tenders of ayment and the non com liance with the obligations under what the

laintiffs considered to be a erfected contract of sale)

31(4 On May 1#, 1:AA, laintiffs filed a suit for s ecific erformance with damages against the ban*, its Manager Ri$era and +cting -onser$ator Encarnacion) 8he basis of the suit was that thetransaction had with the ban* resulted in a erfected contract of sale) 8he defendants too* the

osition that there was no such erfected sale because the defendant Ri$era is not authori ed tosell the ro erty, and that there was no meeting of the minds as to the rice)/

On March 1", 1::1, Henry 7) -o 3the brother of 7uis -o4, through counsel 6yci 6ala arHernande and Catmaitan, filed a motion to inter$ene in the trial court, alleging that as owner ofA( of the s outstanding shares of stoc*, he had a substantial interest in resisting thecom laint) On 5uly A, 1::1, the trial court issued an order denying the motion to inter$ene on theground that it was filed after trial had already been concluded) It also denied a motion forreconsideration filed thereafter) From the trial court>s decision, the


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enforcing or im#lementing the sale&* 94: In his ans!er, 6anolo arg"ed that the Second+ase !as barred by litis pendentia by virt"e of the case then #ending in the +o"rt of

8##eals& D"ring the #re-trial conference in the Second +ase, #laintiffs filed a Eotion for 'eave of +o"rt to Dismiss the +ase Githo"t .re2"dice& ).rivate res#ondent o##osedthis motion on the gro"nd, among others, that #laintiff@s act of for"m sho##ing 2"stifies

the dismissal of both cases, !ith #re2"dice&*95:

.rivate res#ondent, in his memorand"m,averred that this motion is still #ending in the Eakati RT+&

In their .etition 9>: and Eemorand"m, 9=: #etitioners s"mmari ed their #osition asfollo!s?

I.

8he -ourt of + eals erred in declaring that a contract of sale was erfected between E.ercito3in substitution of Demetria and 5anolo4 and the ban*)

II.

8he -ourt of + eals erred in declaring the e2istence of an enforceable contract of sale betweenthe arties)

III.

8he -ourt of + eals erred in declaring that the conser$ator does not ha$e the ower too$errule or re$o*e acts of re$ious management)

I .

8he findings and conclusions of the -ourt of + eals do not conform to the e$idence on

record)/

On the other hand, #rivate res#ondents #rayed for dismissal of the instant s"it onthe gro"nd 9B: that?

I.

&etitioners ha$e engaged in forum sho ing)

II.

8he factual findings and conclusions of the -ourt of + eals are su orted by the e$idence onrecord and may no longer be ?uestioned in this case)

III.

8he -ourt of + eals correctly held that there was a erfected contract between Demetria and5anolo 3substituted by res ondent E.ercito4 and the ban*)

I .
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8he -ourt of + eals has correctly held that the conser$ator, a art from being esto ed fromre udiating the agency and the contract, has no authority to re$o*e the contract of sale)/

T-% I))u%)

0rom the foregoing #ositions of the #arties, the iss"es in this case may be s"mmed"# as follo!s?

$1 Gas there for"m-sho##ing on the #art of #etitioner ank(

A1 Gas there a #erfected contract of sale bet!een the #arties(


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14 In the earlier or First -ase/ from which this roceeding arose, the


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E$entually, howe$er, instead of actually ma*ing a choice of the forum of their actions, litigants,through the encouragement of their lawyers, file their actions in all a$ailable courts, or in$o*e allrele$ant remedies simultaneously) 8his ractice had not only resulted to 3sic4 conflictingad.udications among different courts and conse?uent confusion enimical 3sic4 to an orderlyadministration of .ustice) It had created e2treme incon$enience to some of the arties to the

action)

8hus, Gforum sho ing> had ac?uired a different conce t which is unethical rofessional legal ractice) +nd this necessitated or had gi$en rise to the formulation of rules and canonsdiscouraging or altogether rohibiting the ractice)/ 9$5:

Ghat therefore originally started both in conflicts of la!s and in o"r domestic la! asa legitimate device for solving #roblems has been ab"sed and mis"sed to ass"rescheming litigants of d"bio"s reliefs&

To avoid or minimi e this "nethical #ractice of s"bverting 2"stice, the S"#reme+o"rt, as already mentioned, #rom"lgated +irc"lar AB-7$& 8nd even before that, the+o"rt had #roscribed it in the Interim R"les and ;"idelines iss"ed on 6an"ary $$,$7B< and had str"ck do!n in several cases 9$>: the inveterate "se of this insidio"smal#ractice& 0or"m-sho##ing as )the filing of re#etitio"s s"its in different co"rts* hasbeen condemned by 6"stice 8ndres R& Narvasa /no! +hief 6"stice1 in Einister of Nat"ral Reso"rces, et al& vs& Heirs of Orval H"ghes, et al&, )as a re#rehensiblemani#"lation of co"rt #rocesses and #roceedings x x x&* 9$=: Ghen does for"m-sho##ingtake #lace(

8here is forum sho ing whene$er, as a result of an ad$erse o inion in one forum, a arty see*sa fa$orable o inion 3other than by a eal or certiorari4 in another) 8he rinci le a lies not onlywith res ect to suits filed in the courts but also in connection with litigations commenced in thecourts while an administrati$e roceeding is ending, as in this case, in order to defeatadministrati$e rocesses and in antici ation of an unfa$orable administrati$e ruling and afa$orable court ruling) 8his is s ecially so, as in this case, where the court in which the secondsuit was brought, has no .urisdiction 9$B:

The test for determining !hether a #arty violated the r"le against for"m-sho##inghas been laid do!n in the $7B> case of "an vs& 'o#e , 9$7: also by +hief 6"sticeNarvasa, and that is, for"m-sho##ing exists !here the elements of litis pendentia are#resent or !here a final 2"dgment in one case !ill amo"nt to res judicata in the other, asfollo!s?

8here thus e2ists between the action before this -ourt and R8- -ase 9o) A# !#%#! identity of arties, or at least such arties as re resent the same interests in both actions, as well as identityof rights asserted and relief rayed for, the relief being founded on the same facts, and theidentity on the two receding articulars is such that any .udgment rendered in the other action,will, regardless of which arty is successful, amount to res adFudicata in the action underconsideration0 all the re?uisites, in fine, of auter action pendant. /

xxx xxx xxx
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+s already obser$ed, there is between the action at bar and R8- -ase 9o) A# !#%#!, an identityas regards arties, or interests re resented, rights asserted and relief sought, as well as basisthereof, to a degree sufficient to gi$e rise to the ground for dismissal *nown as auter action

pendant or lis pendens ) 8hat same identity uts into o eration the sanction of twin dismissals .ustmentioned) 8he a lication of this sanction will re$ent any further delay in the settlement of the

contro$ersy which might ensue from attem ts to see* reconsideration of or to a eal from theOrder of the Regional 8rial -ourt in -i$il -ase 9o) A# !#%#! romulgated on 5uly 1%, 1:A#,which dismissed the etition u on grounds which a ear ersuasi$e)/

+onse3"ently, !here a litigant /or one re#resenting the same interest or #erson1s"es the same #arty against !hom another action or actions for the alleged violation of the same right and the enforcement of the same relief is are still #ending, the defense of litis pendencia in one case is a bar to the othersC and, a final 2"dgment in one !o"ldconstit"te res judicata and th"s !o"ld ca"se the dismissal of the rest& In either case,for"m sho##ing co"ld be cited by the other #arty as a gro"nd to ask for s"mmarydismissal of the t!o 9A%: /or more1 com#laints or #etitions, and for the im#osition of the

other sanctions, !hich are direct contem#t of co"rt, criminal #rosec"tion, anddisci#linary action against the erring la!yer&

8##lying the foregoing #rinci#les in the case before "s and com#aring it !ith theSecond +ase, it is obvio"s that there exist identity of #arties or interests re#resented,identity of rights or ca"ses and identity of reliefs so"ght&

Very sim#ly stated, the original com#laint in the co"rt a quo !hich gave rise to theinstant #etition !as filed by the b"yer /herein #rivate res#ondent and his #redecessors-in-interest1 against the seller /herein #etitioners1 to enforce the alleged #erfected sale of real estate& On the other hand, the com#laint 9A$: in the Second +ase seeks to declares"ch #"r#orted sale involving the same real #ro#erty )as "nenforceable as against the

ank,* !hich is the #etitioner herein& In other !ords, in the Second +ase, the ma2oritystockholders, in re#resentation of the ank, are seeking to accom#lish !hat the ankitself failed to do in the original case in the trial co"rt& In brief, the ob2ective or the relief being so"ght, tho"gh !orded differently, is the same, namely, to enable the #etitioner

ank to esca#e from the obligation to sell the #ro#erty to res#ondent& In DanvilleMaritime, Inc. vs. Commission on Audit ,9AA: this +o"rt r"led that the filing by a #arty of t!oa##arently different actions, b"t !ith the same objective , constit"ted for"m sho##ing?

In the attem t to ma*e the two actions a ear to be different, etitioner im leaded differentres ondents therein &9O- in the case before the lower court and the -O+ in the case beforethis -ourt and sought what seems to be different reliefs) &etitioner as*s this -ourt to set aside the?uestioned letter directi$e of the -O+ dated October 1(, 1:AA and to direct said body to a ro$ethe Memorandum of +greement entered into by and between the &9O- and etitioner, while inthe com laint before the lower court etitioner see*s to en.oin the &9O- from conducting arebidding and from selling to other arties the $essel 8 8 +ndres


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"essel in fa"or of petitioner, and to o"erturn the letter directi"e of the -/A of/cto)er 10,1988 disappro"ing the sale.G 3italics su lied4

In an earlier case, 9A


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In the face of the damaging admissions taken from the com#laint in the Second+ase, #etitioners, 3"ite strangely, so"ght to deny that the Second +ase !as a derivatives"it, reasoning that it !as bro"ght, not by the minority shareholders, b"t by Henry +o etal&, !ho not only o!n, hold or control over B% of the o"tstanding ca#ital stock, b"t alsoconstit"te the ma2ority in the oard of Directors of #etitioner ank& That being so, then

they really re#resent the ank& So, !hether they s"ed )derivatively* or directly, there is"ndeniably an identity of interests entity re#resented&

.etitioner also tried to seek ref"ge in the cor#orate fiction that the #ersonality of theank is se#arate and distinct from its shareholders& "t the r"lings of this +o"rt are

consistent? )Ghen the fiction is "rged as a means of #er#etrating a fra"d or an illegal actor as a vehicle for the evasion of an existing obligation, the circ"mvention of stat"tes,the achievement or #erfection of a mono#oly or generally the #er#etration of knavery or crime, the veil !ith !hich the la! covers and isolates the cor#oration from the membersor stockholders !ho com#ose it !ill be lifted to allo! for its consideration merely as anaggregation of individ"als&* 9A5:

In addition to the many cases9A>:

!here the cor#orate fiction has been disregarded,!e no! add the instant case, and declare here!ith that the cor#orate veil cannot be"sed to shield an other!ise blatant violation of the #rohibition against for"m-sho##ing&Shareholders, !hether s"ing as the ma2ority in direct actions or as the minority in aderivative s"it, cannot be allo!ed to trifle !ith co"rt #rocesses, #artic"larly !here, as inthis case, the cor#oration itself has not been remiss in vigoro"sly #rosec"ting or defending cor#orate ca"ses and in "sing and a##lying remedies available to it& To r"leother!ise !o"ld be to enco"rage cor#orate litigants to "se their shareholders as frontsto circ"mvent the stringent r"les against for"m sho##ing&

0inally, #etitioner ank arg"ed that there cannot be any for"m sho##ing, evenass"ming arguendo that there is identity of #arties, ca"ses of action and reliefs so"ght,)beca"se it /the ank1 !as the defendant in the /first1 case !hile it !as the #laintiff inthe other /Second +ase1,* citing as a"thority Victronics Computers, Inc. vs. Regional

rial Court, !ranc" #$, Ma%ati, etc. et al. ,9A=: !here the +o"rt held?

8he rule has not been e2tended to a defendant who, for reasons *nown only to him, commencesa new action against the laintiff instead of filing a responsi"e pleading in the other case setting forth therein, as causes of action, s ecific denials, s ecial and affirmati$e defenses ore$en counterclaims) 8hus, Belhagen>s and Jing>s motion to dismiss -i$il -ase 9o) :1 ;(#: byno means negates the charge of forum sho ing as such did not e2ist in the first lace)/ 3italicssu lied4

.etitioner #ointed o"t that since it !as merely the defendant in the original case, itco"ld not have chosen the for"m in said case&

Res#ondent, on the other hand, re#lied that there is a difference in fact"al settingbet!een Victronics and the #resent s"it& In the former, as "nderscored in the above-3"oted +o"rt r"ling, the defendants did not file any responsive pleading in the first case&In other !ords, they did not make any denial or raise any defense or co"nter-claim
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therein& In the case before "s ho!ever, #etitioners filed a responsive pleading to thecom#laint - as a res"lt of !hich, the iss"es !ere 2oined&

Indeed, by #raying for affirmative reliefs and inter#osing co"nter-claims in their res#onsive #leadings, the #etitioners became #laintiffs themselves in the original case,giving "nto themselves the very remedies they re#eated in the Second +ase&

Jltimately, !hat is tr"ly im#ortant to consider in determining !hether for"m-sho##ing exists or not is the vexation ca"sed the co"rts and #arties-litigant by a #arty!ho asks different co"rts and or administrative agencies to r"le on the same or relatedca"ses and or to grant the same or s"bstantially the same reliefs, in the #rocesscreating the #ossibility of conflicting decisions being rendered by the different fora "#onthe same iss"e& In this case, this is exactly the #roblem? a decision recogni ing the#erfection and directing the enforcement of the contract of sale !ill directly conflict !itha #ossible decision in the Second +ase barring the #arties from enforcing or im#lementing the said sale& Indeed, a final decision in one !o"ld constit"te res

judicata in the other &9AB:

The foregoing concl"sion finding the existence of for"m-sho##ing not!ithstanding,the only sanction #ossible no! is the dismissal of both cases !ith #re2"dice, as theother sanctions cannot be im#osed beca"se #etitioners@ #resent co"nsel entered their a##earance only d"ring the #roceedings in this +o"rt, and the .etition@sVFRI0I+8TION +FRTI0I+8TION contained s"fficient allegations as to the #endency of the Second +ase to sho! good faith in observing +irc"lar AB-7$& The la!yers !ho filedthe Second +ase are not before "sC th"s the r"diments of d"e #rocess #revent "sfrom motu propio im#osing disci#linary meas"res against them in this Decision&Ho!ever, #etitioners themselves /and #artic"larly Henry +o, et al&1 as litigants areadmonished to strictly follo! the r"les against for"m-sho##ing and not to trifle !ith co"rt#roceedings and #rocesses& They are !arned that a re#etition of the same !ill be dealt!ith more severely&

Having said that, let it be em#hasi ed that this #etition sho"ld be dismissed notmerely beca"se of for"m-sho##ing b"t also beca"se of the s"bstantive iss"es raised,as !ill be disc"ssed shortly&

T-% S%(on' I))u%7 Was The Contract Perfected?

The res#ondent +o"rt correctly treated the 3"estion of !hether or not there !as, onthe basis of the facts established, a #erfected contract of sale as the "ltimate iss"e&Holding that a valid contract has been established, res#ondent +o"rt stated?

8here is no dis ute that the ob.ect of the transaction is that ro erty owned by the defendant ban* as ac?uired assets consisting of si2 3#4 arcels of land s ecifically identified under 8ransfer-ertificates of 8itle 9os) 8 1(#:!; to 8 1(#:!') It is li*ewise beyond ca$il that the ban*intended to sell the ro erty) +s testified to by the s De uty -onser$ator, 5ose Entereso, the

ban* was loo*ing for buyers of the ro erty) It is definite that the laintiffs wanted to urchasethe ro erty and it was recisely for this ur ose that they met with defendant Ri$era, Manager
http://sc.judiciary.gov.ph/jurisprudence/1996/jan1996/115849.htm#_edn28http://sc.judiciary.gov.ph/jurisprudence/1996/jan1996/115849.htm#_edn28http://sc.judiciary.gov.ph/jurisprudence/1996/jan1996/115849.htm#_edn28


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of the &ro erty Management De artment of the defendant ban*, in early +ugust 1:A') 8he rocedure in the sale of ac?uired assets as well as the nature and sco e of the authority of Ri$eraon the matter is clearly delineated in the testimony of Ri$era himself, which testimony was reliedu on by both the ban* and by Ri$era in their a eal briefs) 8hus 3869 of 5uly !(, 1::() ) 1:;(40

+0 8he rocedure runs this way0 +c?uired assets was turned o$er to me and then I ublished it in the form of an inter office memorandum distributed to all branches that these areac?uired assets for sale) I was instructed to ad$ertise ac?uired assets for sale so on that basis, Iha$e to entertain offer= to acce t offer, formal offer and u on ha$ing been offered, I resent it tothe -ommittee) I ro$ide the -ommittee with necessary information about the ro erty such asoriginal loan of the borrower, bid rice during the foreclosure, total claim of the ban*, thea raised $alue at the time the ro erty is being offered for sale and then the information whichare relati$e to the e$aluation of the ban* to buy which the -ommittee considers and it is the-ommittee that e$aluate as against the e2 osure of the ban* and it is also the -ommittee thatsubmit to the -onser$ator for final a ro$al and once a ro$ed, we ha$e to e2ecute the deed of

sale and it is the -onser$ator that sign the deed of sale, sir)

8he laintiffs, therefore, at that meeting of +ugust 1:A' regarding their ur ose of buying the ro erty, dealt with and tal*ed to the right erson) 9ecessarily, the agenda was the rice of the ro erty, and laintiffs were dealing with the ban* official authori ed to entertain offers, toacce t offers and to resent the offer to the -ommittee before which the said official isauthori ed to discuss information relati$e to rice determination) 9ecessarily, too, it beinginherent in his authority, Ri$era is the officer from whom official information regarding the

rice, as determined by the -ommittee and a ro$ed by the -onser$ator, can be had) +nd Ri$eraconfirmed his authority when he tal*ed with the laintiff in +ugust 1:A') 8he testimony of

laintiff Demetria is clear on this oint 3869 of May !1, 1::(, ) ;' ;A40

K? Ghen yo" !ent to the .rod"cers ank and talked !ith Er& Eerc"rio Rivera, didyo" ask him #oint-blank his a"thority to sell any #ro#erty(

8? No, sir& Not #oint blank altho"gh it came from him& /G1hen I asked him ho! long it!o"ld take beca"se he !as saying that the matter of #ricing !ill be #assed "#onby the committee& 8nd !hen I asked him ho! long it !ill take for the committee todecide and he said the committee meets every !eek& If I am not mistakenGednesday and in abo"t t!o !eek@s /sic1 time, in effect !hat he !as saying he!as not the one !ho !as to decide& "t he !o"ld refer it to the committee and he!o"ld relay the decision of the committee to me&

K? .lease ans!er the 3"estion&

8? He did not say that he had the a"thority/&1 "t he said he !o"ld refer the matter tothe committee and he !o"ld relay the decision to me and he did 2"st like that&

&arenthetically, the -ommittee referred to was the &ast Due -ommittee of which 7uis -o wasthe Head, with 5ose Entereso as one of the members)

What trans ired after the meeting of early +ugust 1:A' are consistent with the authority and theduties of Ri$era and the ban*>s internal rocedure in the matter of the sale of ban*>s assets) +s


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ad$ised by Ri$era, the laintiffs made a formal offer by a letter dated +ugust ;(, 1:A' statingthat they would buy at the rice of &!)% Million in cash) 8he letter was for the attention ofMercurio Ri$era who was tas*ed to con$ey and acce t such offers) -onsidering an as ect of theofficial duty of Ri$era as some sort of intermediary between the laintiffs buyers with their

ro osed buying rice on one hand, and the ban* -ommittee, the -onser$ator and ultimately the

ban* itself with the set rice on the other, and considering further the discussion of rice at themeeting of +ugust resulting in a formal offer of &!)% Million in cash, there can be no otherlogical conclusion than that when, on 6e tember 1, 1:A', Ri$era informed laintiffs by letter thatthe ban*>s counter offer is at &%)% Million for more than 1(1 hectares on lot basis,/ suchcounter offer rice had been determined by the &ast Due -ommittee and a ro$ed by the-onser$ator after Ri$era had duly resented laintiffs> offer for discussion by the -ommittee ofsuch matters as original loan of borrower, bid rice during foreclosure, total claim of the ban*,and mar*et $alue) 8ersely ut, under the established facts, the rice of &%)% Million was, asclearly worded in Ri$era>s letter 3E2h) E/4, the official and definiti$e rice at which the ban*was selling the ro erty)

8here were a$erments by defendants below, as well as before this -ourt, that the &%)% Million rice was not discussed by the -ommittee and that it was merely ?uoted to start negotiationsregarding the rice) +s correctly characteri ed by the trial court, this is not credible) 8hetestimonies of 7uis -o and 5ose Entereso on this oint are at best e?ui$ocal and considering thegratuitous and self ser$ing character of these declarations, the ban*>s submission on this ointdoes not ins ire belief) s decision will be relayed to laintiffs) From the facts, the amount of &%)% Millionhas a definite significance) It is the official ban* rice) +t any rate, the ban* laced its official,Ri$era, in a osition of authority to acce t offers to buy and negotiate the sale by ha$ing the offer officially acted u on by the ban*) 8he ban* cannot turn around and later say, as it now does, thatwhat Ri$era states as the ban*>s action on the matter is not in fact so) It is a familiar doctrine, thedoctrine of ostensible authority, that if a cor oration *nowingly ermits one of its officers, or anyother agent, to do acts within the sco e of an a arent authority, and thus holds him out to the

ublic as ossessing ower to do those acts, the cor oration will, as against any one who has ingood faith dealt with the cor oration through such agent, he esto ed from denying his authority3Francisco $) C6I6, ' 6-R+ %'', %A! %A"= &9< $) -ourt of + eals, :" 6-R+ !%', !#: !'(=&rudential 77


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.etitioners allege that )there is no co"nter-offer made by the ank, and anys"##osed co"nter-offer !hich Rivera /or +o1 may have made is "na"thori ed& Sincethere !as no co"nter-offer by the ank, there !as nothing for F2ercito /in s"bstit"tion of Demetria and 6anolo1 to acce#t&* 9s truere resentation and the contract is considered as entered into between the rinci al and the third

erson 3citing 9ational Food +uthority $s) Intermediate + ellate -ourt, 1A" 6-R+ 1##4)

+ ban* is liable for wrongful acts of its officers done in the interests of the ban* or in the courseof dealings of the officers in their re resentati$e ca acity but not for acts outside the sco e oftheir authority 3: -)5)6), ) "1'4) + ban* holding out its officers and agents as worthy ofconfidence will not be ermitted to rofit by the frauds they may thus be enabled to er etrate inthe a arent sco e of their em loyment= nor will it be ermitted to shir* its res onsibility forsuch frauds, e$en though no benefit may accrue to the ban* therefrom 31( +m 5ur ;d, ) 11"4)+ccordingly, a ban*ing cor oration is liable to innocent third ersons where the re resentation ismade in the course of its business by an agent acting within the general sco e of his authoritye$en though, in the articular case, the agent is secretly abusing his authority and attem ting to

er etrate a fraud u on his rinci al or some other erson, for his own ultimate benefit3McIntosh $) Da*ota 8rust -o), %; 9D '%;, ;(" 9W A1A, "( +7R 1(;14)

+ lication of these rinci les is es ecially necessary because ban*s ha$e a fiduciaryrelationshi with the ublic and their stability de ends on the confidence of the eo le in theirhonesty and efficiency) 6uch faith will be eroded where ban*s do not e2ercise strict care in theselection and su er$ision of its em loyees, resulting in re.udice to their de ositors)/


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0rom the evidence fo"nd by res#ondent +o"rt, it is obvio"s that #etitioner Riverahas a##arent or im#lied a"thority to act for the ank in the matter of selling its ac3"iredassets& This evidence incl"des the follo!ing?

3a4 8he etition itself in ar) II 1 3 ) !4 states that Ri$era was at all times material to this case,

Manager of the &ro erty Management De artment of the


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res#ondent +o"rt@s findings, the evidence of act"al a"thority is immaterial insofar as theliability of a cor#oration is concerned& 9


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after 6anolo@s acce#tance& S"ch delay, and the absence of any circ"mstance !hichmight have 2"stifiably #revented the ank from acting earlier, clearly characteri es there#"diation as nothing more than a last-min"te attem#t on the ank@s #art to get o"t of abinding contract"al obligation&

Taken together, the fact"al findings of the res#ondent +o"rt #oint to an im#liedadmission on the #art of the #etitioners that the !ritten offer made on Se#tember $,$7B= !as carried thro"gh d"ring the meeting of Se#tember AB, $7B=& This is theconcl"sion consistent !ith h"man ex#erience, tr"th and good faith&

It also bears noting that this iss"e of exting"ishment of the ank@s offer of .5&5million !as raised for the first time on a##eal and sho"ld th"s be disregarded&

8his -ourt in se$eral decisions has re eatedly adhered to the rinci le that oints of law,theories, issues of fact and arguments not ade?uately brought to the attention of the trial courtneed not be, and ordinarily will not be, considered by a re$iewing court, as they cannot be raisedfor the first time on a eal 36antos $s) I+-, 9o) '";"!, 9o$ember 1", 1:A#, 1"% 6-R+ %:;4)/ 94%:

222 It is settled .uris rudence that an issue which was neither a$erred in the com laint norraised during the trial in the court below cannot be raised for the first time on a eal as it would

be offensi$e to the basic rules of fair lay, .ustice and due rocess 3 %ihiansan "s. -A , 1%! 6-R+'1! 1:A' = Anchuelo "s. (A- , 1"' 6-R+ "!" 1:A' = %ulos !ealt# H %e"elop$ent -orp. "s.-A , 1%' 6-R+ ";% 1:AA = !a$os "s. (A- , 1'% 6-R+ '( 1:A: = &e"ero "s. (A- , C)R) ''(;:,+ugust !(, 1::(4)/ 94$:

Since the iss"e !as not raised in the #leadings as an affirmative defense, #rivateres#ondent !as not given an o##ort"nity in the trial co"rt to controvert the samethro"gh o##osing evidence& Indeed, this is a matter of d"e #rocess& "t !e #assed

"#on the iss"e any!ay, if only to avoid deciding the case on #"rely #roced"ral gro"nds,and !e re#eat that, on the basis of the evidence already in the record and asa##reciated by the lo!er co"rts, the inevitable concl"sion is sim#ly that there !as a#erfected contract of sale&

T-% T- r' I))u%7 Is the Contract Enforceable?

The #etition alleged? 94A:

E$en assuming that 7uis -o or Ri$era did relay a $erbal offer to sell at &%)% million during themeeting of ;A 6e tember 1:A', and it was this $erbal offer that Demetria and 5anolo acce tedwith their letter of !( 6e tember 1:A', the contract roduced thereby would be unenforceable byaction there being no note, memorandum or writing subscribed by the


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2 2 2 Of course, the ban*>s letter of 6e tember 1, 1:A' on the official rice and the laintiffs>acce tance of the rice on 6e tember !(, 1:A', are not, in themsel$es, formal contracts of sale)8hey are howe$er clear embodiments of the fact that a contract of sale was erfected between the

arties, such contract being binding in whate$er form it may ha$e been entered into 3casecitations omitted4) 6tated sim ly, the ban*s> letter of 6e tember 1, 1:A', ta*en together with

laintiffs> letter dated 6e tember !(, 1:A', constitute in law a sufficient memorandum of a erfected contract of sale)/

The res#ondent +o"rt co"ld have added that the !ritten comm"nicationscommenced not only from Se#tember $, $7B= b"t from 6anolo@s 8"g"st A%, $7B= letter&Ge agree that, taken together, these letters constit"te s"fficient memoranda - since theyincl"de the names of the #arties, the terms and conditions of the contract, the #rice anda descri#tion of the #ro#erty as the ob2ect of the contract&

"t let it be ass"med arguendo that the co"nter-offer d"ring the meetingon Se#tember AB, $7B= did constit"te a )ne!* offer !hich !as acce#ted by 6anoloon Se#tember


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8 - He said in a day or t!o, he !ill make final acce#tance, sir&

K - Ghat is the res#onse of Er& '"is +o(

8 - He said he !ill !ait for the #osition of 8tty& Demetria, sir&

Direct testimony of +tty) 5ose Fa.ardo, 869, 5anuary 1#, 1::(, at ) 1A ;1)

----%----

K - Ghat trans#ired d"ring that meeting bet!een yo" and Er& '"is +o of the defendantank(

8 - Ge !ent straight to the #oint beca"se he being a b"sy #erson, I told him if theamo"nt of .5&5 million co"ld still be red"ced and he said that !as already #assed"#on by the committee& Ghat the bank ex#ects !hich !as contrary to !hat Er&Rivera stated& 8nd he told me that is the final offer of the bank .5&5 million and !esho"ld indicate o"r #osition as soon as #ossible&

K - Ghat !as yo"r res#onse to the ans!er of Er& '"is +o(

8 - I said that !e are going to give him o"r ans!er in a fe! days and he said that !asit& 8tty& 0a2ardo and I and Er& Eerc"rio 9Rivera: !as !ith "s at the time at his office&

K - 0or the record, yo"r Honor #lease, !ill yo" tell this +o"rt !ho !as !ith Er& +o inhis Office in .rod"cers ank "ilding d"ring this meeting(

8 - Er& +o himself, Er& Rivera, 8tty& 0a2ardo and I&

K - y Er& +o yo" are referring to(

8 - Er& '"is +o&

K - 8fter this meeting !ith Er& '"is +o, did yo" and yo"r #artner accede on /sic1 the

co"nter offer by the bank( 8 - Les, sir, !e did& T!o days thereafter !e sent o"r acce#tance to the bank !hich

offer !e acce#ted, the offer of the bank !hich is .5&5 million&*

Direct testimony of +tty) Demetria, 869, ;# + ril 1::(, at ) !" !#)

---- % ----

K - 8ccording to 8tty& Demetrio Demetria, the amo"nt of .5&5 million !as reached bythe +ommittee and it is not !ithin his #o!er to red"ce this amo"nt& Ghat can yo"say to that statement that the amo"nt of .5&5 million !as reached by the+ommittee(

8 - It !as not disc"ssed by the +ommittee b"t it !as disc"ssed initially by '"is +oand the gro"# of 8tty& Demetrio Demetria and 8tty& .a2ardo /sic1, in that Se#tember AB, $7B= meeting, sir&*

Direct testimony of Mercurio Ri$era, 869, !( 5uly 1::(, ) 1" 1%)


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T-% Four - I))u%7 May the Conservator Revokethe Perfected and Enforceable Contract?

It is not dis#"ted that the #etitioner ank !as "nder a conservator #laced by the+entral ank of the .hili##ines d"ring the time that the negotiation and #erfection of thecontract of sale took #lace& .etitioners energetically contended that the conservator hasthe #o!er to revoke or overr"le actions of the management or the board of directors of a bank, "nder Section AB-8 of Re#"blic 8ct No& A>5 /other!ise kno!n as the +entral

ank 8ct1 as follo!s?

Whene$er, on the basis of a re ort submitted by the a ro riate su er$ising or e2aminingde artment, the Monetary


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This pertains to #our letter dated Ma# 4, 1988 on )ehalf of Att#s. >anolo and %e$etria regarding the si ;2< parcels of land located at *ta. !osa, +aguna.

Ce den# that Producers Bank has e"er $ade a legal counter offer to an# of #our clients nor perfected a Jcontract to sell and )u# ith an# of the$ for the follo ing reasons.

(n the J(nter /ffice Me$orandu$ dated April 4, 1982 addressed to and appro"ed )# for$er Acting -onser"ator Mr. Andres (. !ustia, Producers Bank *enior Manager Perfecto M. Pascuadetailed the functions of Propert# Manage$ent %epart$ent ;PM%< staff and officers ;Anne A


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Obvio"sly, therefore, Section AB-8 merely gives the conservator #o!er to revokecontracts that are, "nder existing la!, deemed to be defective - i&e&, void, voidable,"nenforceable or rescissible& Hence, the conservator merely takes the #lace of a bank@sboard of directors& Ghat the said board cannot do - s"ch as re#"diating a contractvalidly entered into "nder the doctrine of im#lied a"thority - the conservator cannot do

either& Inel"ctably, his #o!er is not "nilateral and he cannot sim#ly re#"diate validobligations of the ank& His a"thority !o"ld be only to bring co"rt actions to assail s"chcontracts - as he has already done so in the instant case& 8 contrary "nderstanding of the la! !o"ld sim#ly not be #ermitted by the +onstit"tion& Neither by common sense&To r"le other!ise !o"ld be to enable a failing bank to become solvent, at the ex#enseof third #arties, by sim#ly getting the conservator to "nilaterally revoke all #revio"sdealings !hich had one !ay or another come to be considered "nfavorable to the ank,yielding nothing to #erfected contract"al rights nor vested interests of the third #arties!ho had dealt !ith the ank&

T-% F + - I))u%7 Were There Reversible Errors of Fact?

asic is the doctrine that in #etitions for revie! "nder R"le 45 of the R"les of +o"rt,findings of fact by the +o"rt of 8##eals are not revie!able by the S"#reme +o"rt& In

8ndres vs& Ean"fact"rers Hanover M Tr"st +or#oration, 945: !e held?

2 2 2) 8he rule regarding ?uestions of fact being raised with this -ourt in a etition for certiorariunder Rule "% of the Re$ised Rules of -ourt has been stated in Remalante $s) 8ibe, C)R) 9o)%:%1", February ;%, 1:AA, 1%A 6-R+ 1!A, thus0

JThe rule in this Furisdiction is that onl# 5uestions of la $a# )e raised in a petition forcertiorari under !ule 64 of the !e"ised !ules of -ourt. JThe Furisdiction of the *upre$e -ourtin cases )rought to it fro$ the -ourt of Appeals is li$ited to re"ie ing and re"ising the errors ofla i$puted to it, its findings of the fact )eing conclusi"e JL-han "s. -ourt of Appeals, &.!. o.

+ 7688, >une 30, 1970, 33 *-!A 737, reiterating a long line of decisions . This -ourt hase$phaticall# declared that Jit is not the function of the *upre$e -ourt to anal#Ke or eigh suche"idence all o"er again, its Furisdiction )eing li$ited to re"ie ing errors of la that $ight ha"e)een co$$itted )# the lo er court ;Tiongco ". %e la Merced, &.!. o. + 66 2, >ul# 4, 1976,48 *-!A 89N -orona "s. -ourt of Appeals, &.!. o. + 2 68 , April 8, 1983, 1 1 *-!A 824N

Bani5ued "s. -ourt of Appeals, &.!. o. + 67431, e)ruar# 0, 1986, 1 7 *-!A 492r. "s. ernandeK, &.!.

o. + 12396, %ece$)er 17, 1922, 18 *-!A 973 Lat pp. 166 164. G

'ike!ise, in ernardo vs& +o"rt of 8##eals, 94>: !e held?

8he resolution of this etition in$ites us to closely scrutini e the facts of the case, relating to thesufficiency of e$idence and the credibility of witnesses resented) 8his -ourt so held that it is not


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the function of the 6u reme -ourt to analy e or weigh such e$idence all o$er again) 8he6u reme -ourt>s .urisdiction is limited to re$iewing errors of law that may ha$e been committed

by the lower court) 8he 6u reme -ourt is not a trier of facts) 2 2 2/

8s held in the recent case of +h"a Tiong Tay vs& +o"rt of 8##eals and ;oldrock

+onstr"ction and Develo#ment +or#&?94=:

8he -ourt has consistently held that the factual findings of the trial court, as well as the -ourtof + eals, are final and conclusi$e and may not be re$iewed on a eal) +mong the e2ce tionalcircumstances where a reassessment of facts found by the lower courts is allowed are when theconclusion is a finding grounded entirely on s eculation, surmises or con.ectures= when theinference made is manifestly absurd, mista*en or im ossible= when there is gra$e abuse ofdiscretion in the a reciation of facts= when the .udgment is remised on a misa rehension offacts= when the findings went beyond the issues of the case and the same are contrary to theadmissions of both a ellant and a ellee) +fter a careful study of the case at bench, we findnone of the abo$e grounds resent to .ustify the re e$aluation of the findings of fact made by the

courts below)/

In the same vein, the r"ling of this +o"rt in the recent case of So"th Sea S"rety andIns"rance +om#any, Inc& vs& Hon& +o"rt of 8##eals, et al& 94B: is e3"ally a##licable to the#resent case?

We see no $alid reason to discard the factual conclusions of the a ellate court) 2 2 2 3I4t is notthe function of this -ourt to assess and e$aluate all o$er again the e$idence, testimonial anddocumentary, adduced by the arties, articularly where, such as here, the findings of both thetrial court and the a ellate court on the matter coincide)/ 3italics su lied4

.etitioners, ho!ever, assailed the res#ondent +o"rt@s Decision as )fra"ght !ithfindings and concl"sions !hich !ere not only contrary to the evidence on record b"thave no bases at all,* s#ecifically the findings that /$1 the ) ank@s co"nter-offer #rice of .5&5 million had been determined by the #ast d"e committee and a##roved byconservator Romey, after Rivera #resented the same for disc"ssion* and /A1 )themeeting !ith +o !as not to scale do!n the #rice and start negotiations ane!, b"t ameeting on the already determined #rice of .5&5 million&* Hence, citing .hili##ineNational ank vs& +o"rt of 8##eals, 947: #etitioners are asking "s to revie! and reverses"ch fact"al findings&

The first #oint !as clearly #assed "#on by the +o"rt of 8##eals, 95%: th"s?

8here can be no other logical conclusion than that when, on 6e tember 1, 1:A', Ri$erainformed laintiffs by letter that Gthe ban*>s counter offer is at &%)% Million for more than 1(1hectares on lot basis,> such counter offer rice had been determined by the &ast Due -ommitteeand a ro$ed by the -onser$ator after Ri$era had duly resented laintiffs> offer for discussion

by the -ommittee 2 2 2) 8ersely ut, under the established fact, the rice of &%)% Million was, asclearly worded in Ri$era>s letter 3E2h) GE>4, the official and definiti$e rice at which the ban*was selling the ro erty)/ 3 ) 11, -+ Decision4
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222 222 222

222) 8he argument deser$es scant consideration) +s ointed out by laintiff, during the meetingof 6e tember ;A, 1:A' between the laintiffs, Ri$era and 7uis -o, the senior $ice resident ofthe ban*, where the to ic was the ossible lowering of the rice, the ban* official refused it and

confirmed that the &%)% Million rice had been assed u on by the -ommittee and could nolonger be lowered 3869 of + ril ;', 1::(, ) !" !%4/ 3 ) 1%, -+ Decision4)

The res#ondent +o"rt did not believe the evidence of the #etitioners on this #oint,characteri ing it as )not credible* and )at best e3"ivocal, and considering the grat"ito"sand self-serving character of these declarations, the bank@s s"bmissions on this #oint donot ins#ire belief&*

To become credible and "ne3"ivocal, #etitioners sho"ld have #resented then+onservator Rodolfo Romey to testify on their behalf, as he !o"ld have been in the best#osition to establish their thesis& Jnder the r"les on evidence, 95$: s"ch s"##ression givesrise to the #res"m#tion that his testimony !o"ld have been adverse, if #rod"ced&

The second #oint !as s3"arely raised in the +o"rt of 8##eals, b"t #etitioners@evidence !as deemed ins"fficient by both the trial co"rt and the res#ondent +o"rt, andinstead, it !as res#ondent@s s"bmissions that !ere believed and became bases of theconcl"sions arrived at&

In fine, it is 3"ite evident that the legal concl"sions arrived at from the findings of fact by the lo!er co"rts are valid and correct& "t the #etitioners are no! asking this+o"rt to dist"rb these findings to fit the concl"sion they are es#o"sing& This !e cannotdo&

To be s"re, there are settled exce#tions !here the S"#reme +o"rt may disregard

findings of fact by the +o"rt of 8##eals&95A:

Ge have st"died both the records and the +8Decision and !e find no s"ch exce#tions in this case& On the contrary, the findings of the said +o"rt are s"##orted by a #re#onderance of com#etent and credible evidence&The inferences and concl"sions are reasonably based on evidence d"ly identified in theDecision& Indeed, the a##ellate co"rt #atiently traversed and dissected the iss"es#resented before it, lending credibility and de#endability to its findings& The best thatcan be said in favor of #etitioners on this #oint is that the fact"al findings of res#ondent+o"rt did not corres#ond to #etitioners@ claims, b"t !ere closer to the evidence as#resented in the trial co"rt by #rivate res#ondent& "t this alone is no reason to reverseor ignore s"ch fact"al findings, #artic"larly !here, as in this case, the trial co"rt and thea##ellate co"rt !ere in common agreement thereon& Indeed, concl"sions of fact of a

trial 2"dge - as affirmed by the +o"rt of 8##eals - are concl"sive "#on this +o"rt, absentany serio"s ab"se or evident lack of basis or ca#ricio"sness of any kind, beca"se thetrial co"rt is in a better #osition to observe the demeanor of the !itnesses and their co"rtroom manner as !ell as to examine the real evidence #resented&

E/ &o:u%


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In s"mmary, there are t!o #roced"ral iss"es involved - for"m-sho##ing and theraising of iss"es for the first time on a##eal 9vi &, the exting"ishment of the ank@s offer of .5&5 million and the conservator@s #o!ers to re#"diate contracts entered into by the

ank@s officers: - !hich #er se co"ld 2"stify the dismissal of the #resent case& Ge did notlimit o"rselves thereto, b"t delved as !ell into the s"bstantive iss"es - the #erfection of

the contract of sale and its enforceability, !hich re3"ired the determination of 3"estionsof fact& Ghile the S"#reme +o"rt is not a trier of facts and as a r"le !e are not re3"iredto look into the fact"al bases of res#ondent +o"rt@s decisions and resol"tions, !e did so

2"st the same, if only to find o"t !hether there is reason to dist"rb any of its fact"alfindings, for !e are only too a!are of the de#th, magnit"de and vigor by !hich the#arties, thro"gh their res#ective elo3"ent co"nsel, arg"ed their #ositions before this+o"rt&

Ge are not "nmindf"l of the tenacio"s #lea that the #etitioner ank is o#eratingabnormally "nder a government-a##ointed conservator and )there is need to rehabilitatethe ank in order to get it back on its feet x x x as many #eo#le de#end on /it1 for investments, de#osits and !ell as em#loyment& 8s of 6"ne $7B=, the ank@s overdraft!ith the +entral ank had already reached .$&%A< billion x x x and there !ere /other1offers to b"y the s"b2ect #ro#erties for a s"bstantial amo"nt of money&* 95


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9$: Fleventh Division, 6& Fmeterio +& +"i, +hairman and #onente, and 66& K"irino D& 8bad Santos, 6r& and"enavent"ra 6& ;"errero, members&

9A: Regional Trial +o"rt, National +a#ital Region, ranch 57, Eakati +ity, Hon& '"cia Violago-Isnani,#residing 2"dge&

9: Rollo , #& 4&

9B: Rollo , ##& $%74-$%75&97: Rollo , #& 7>&9$%: Eemorand"m for Res#ondent, ##& A$-AAC Rollo , ##& $%==-$%=B&

9$$: Eemorand"m for .etitioners, ##& S+R8 4=% 9December $$, $77A:CTan oon ee M +o&, Inc& vs. 6arencio, $>< S+R8 A%5 96"ne


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assets as #art of the estate of a decedent /+ease vs. +8, 7< S+R8 4B< 9October $B, $7=7:1C to avoidliability arising from debt /8rcilla vs. +8, A$5 S+R8 $A% 9October A, $77$:1C or to#romote "nfair ob2ectives or other!ise to shield them / Villan"eva vs. 8dre, $=A S+R8 B=> 98#ril A=,$7B7:1&

9A=: A$= S+R8 5$= /6an& A5, $77


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95%: +8 Decision, ##& $$ and $5&95$: Sec&

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