Professional Documents
Culture Documents
ROLANDO PASCUAL,
Plaintiff,
5 During trial, Pascual testified that sometime in early January of 2010, the
Company, through Casas, asked him for a loan to expand its business
operations. With Casas was a Board Resolution (Exhibit A) which
authorizes her to contract a loan on behalf of the Company.
7 On January 30, 2010, Pascual went to the Companys office and delivered a
check in the Companys favor in the amount of One Million Pesos
(P1,000,000.00).
8 On the same date, Pascual was handed over a Promissory Note, signed by
Santos, General Manager of the Company, (Exhibit B) evidencing this
FIRST LOAN of One Million Pesos (P1,000,000.00). The Promissory Note
indicated that this first loan was payable on demand, with a mutually-agreed
interest rate of 6% per month.
10 Similarly, Pascual agreed and issued a check in favor of the Company in the
amount of One Million Pesos (P1,000,000.00).
11 Regina Ruiz and Olivia Reyes, branch manager and teller of Banco de Oro -
Valero Branch, respectively, testified that the checks were honored and
deposited in the account of the Company with that bank.
12 Accordingly, from February 2010 to August 2012, the Company, has been
paying Pascual in the form of monthly checks in the amount of Fifty
Thousand Pesos (P50,000.00) each.
13 All these monthly checks in favor of Pascual were drawn from the corporate
account of the Company and signed by the Companys Corporate Secretary,
George Berdugo (Exhibits D-1 to D-36). This fact was undisputed by
defendant Company.
15 Thereafter, Pascual sent separate demand letters to the Company and Santos,
respectively, for the payment of the balance of the two loans (Exhibits F
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and G).
16 Alice Sara, clerk of the Company and an undisputed fact, testified that she
personally received the demand letter to the Company, as was her job, and
also personally handed that demand letter to the Board of Directors of the
Company.
17 At the time the Company stopped paying in August 2012, around P 2.9
Million Pesos remains unpaid by the Company to Pascual.
18 Despite the demand of Pascual, and several attempts to settle the loan for the
past three years, no further payments have been made by the Company
towards the loan.
20 On 1 September 2015, Pascual and the Company filed their Pre-Trial Briefs,
respectively. After which, Pascual and the Company proceeded to court-
annexed mediation. As there was no settlement, mediation and pre-trial was
thereafter declared terminated.
23 Juan Direktor, a director of the Company, also testified during trial that the
Board of Directors were informed about the loan, as it was admitted that
supervision of fiscal management is critical to the directors of the Company.
It was also admitted that a stop-payment order was, in fact, issued on August
2012, two (2) years and seven (7) months (!) after the loan was contracted
(Exhibit 5).
24 It was also not denied by any of Companys witnesses that Pascuals money
was indeed deposited in the corporate account of the Company, and that the
Company knew about this and even used the money to expand its
business operations.
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ISSUES
I
WHETHER PLAINTIFF IS ENTITLED TO THE
TOTAL UNPAID BALANCE OF THE LOAN
II
WHETHER THE LOAN WAS BINDING ON THE
COMPANY
IV
WHETHER THE INTEREST AGREED UPON WAS
EXCESSIVE AND UNCONSCIONABLE
ARGUMENTS AND DISCUSSION
I
PASCUAL IS ENTITLED TO THE UNPAID BALANCE OF THE
LOAN
27 Two valid contracts of loan were perfected in good faith between the
Company, through Casas, and Pascual in this case.
30 As per the Rules of Court, when an agreement has been reduced in writing,
there can be no evidence of its terms other than what is contained therein.2
3 .De Jesus v. Court of Appeals, G.R. No. 127857, June 20, 2006.
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34 By law, delay attaches from the time the obligee judicially or extra judicially
demands from the debtor the fulfillment of their obligation.7
35 Accordingly, Pascual sent demand letters not only to the Company but also
to its General Manager Santos (Exhibits F and G).
37 Most importantly, the fact that the company had already begun to pay
through monthly checks (ExhibitsD-1 to D-36) was a clear indication
that it acknowledged its obligation to plaintiff. It was even admitted by its
witnesses.10 cannot now be allowed to deny its liability.
38 As per the Rules of Court, it is presumed that money paid by one to another
was due to the latter; 11 that private transactions have been fair and
regular;12 that a person takes ordinary care of his concerns; 13 that the
10 . Id.
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39 The Company wasnt able to present any proof to disprove the evidence
presented by Pascual as well as these presumptions provided by law. The
Company is, thus, without doubt liable for the amount of the loans to
Pascual.
II
THE LOAN WAS VALID AND BINDING ON THE COMPANY.
40 When Casas asked Pascual to lend money on behalf of the Company, she
presented a Board Resolution which showed her authority as agent to
contract the said loan (Exhibit A).
42 By law, the Company must comply with all the obligations which its agent
Casas may have contracted within the scope of her authority.18
45 By law, when an agent has exceeded his or her power, the principal is not
bound except when he or she ratifies it expressly or tacitly.19 Implied
16 . Heirs of Spouses Angel Liwagon and Francisca Dumalagan v. Heirs of Spouses Demetrio Liwagon
and Regina Liwagon, G.R. No. 193117, November 26, 2014.
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46 In this case, the Company has shown acts approving the conduct and has
received the benefits flowing from the loan contracted with Pascual.
47 The Company in fact has made payments of P50,000.00 per month for 2
years and 7 months. The payments were made by means of the companys
checks, signed by its Corporate Secretary and drawn against its corporate
account. Again, this fact has not been denied by the Company during trial. It
cannot be gainsaid that by paying the loan, the Company has recognized the
existence of the debt and assumed liability for such.
48 Otherwise, there can be no explanation for why the Company kept the
money in its account and used it for its own purposes other than plain and
blatant unjust enrichment to the detriment of Pascual.
49 During trial, the Company tried to explain the payments made to Pascual
was unintended because it was not strictly scrutinized by its Board of
Directors. This is a flimsy and self-serving excuse.
50 It cannot overcome the positive evidence of Pascual that money was placed
in the Companys account, that payments were made to Pascual, and that
payments were deliberately stopped to the injury of Pascual.
51 Granting for the sake of argument that the payments to Pascual were
unintended, then the Company has acted in a way as to lead Pascual to
believe that its transactions were being entered into regularly. Estoppel in
pais.21
III
THE INTEREST UPON THE LOAN IS REASONABLE UNDER THE
CIRCUMSTANCES OF THIS CASE.
20 . ECE Realty and Development, Inc. v. Mandap, G.R. No. 196182, September 1, 2014, citing Viloria v.
Continental Airlines, Inc., G.R. No. 188288, January 16, 2012.
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54 It cannot be denied in this case that: first, it was the Company, which offered
the interest rate now demanded by Pascual. In fact, Casas offered an initial
interest rate of 5% per month, but then the Company willingly increased
such rate to 6% per month in its promissory note that was duly signed by the
duly-authorized representatives of the Company and Pascual. This, at the
very least, suggests that the company was more than willing to pay the initial
rate, and could not have considered the same as beyond its means.
55 Second, even assuming that the interest was usurious, it is basic that the
nullity of the stipulation on the usurious interest does not, however, affect
the lenders right to recover the principal of the loan.24
57 Accordingly, regardless of the interest rate, the Company, Santos, and Casas
are solidarily liable for the debt due to plaintiff.
PRAYER
23 . RGM Industries, Inc. v. United Pacific Capital Corporation, G.R. No. 194781, June 27, 2012.
24 . Asian Cathay Finance and Leasing Corporation v. Spouses Cesario, G.R. No. 186550, July 5, 2010.
25 . Id.
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By:
MARIE-CHELLE G. PANGANIBAN
PTR No. 1462874; 01-03-13; Makati City
IBP Lifetime No. 213725; 01-03-13; Batangas
Roll No. 39823; 05-14-02
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