Gironella v PNB 2015
If qualified, the acceptance would
FACTS:
On November 11, 1991 and January 16, 1992, the Spouses
Oscar and Gina Gironella obtained two co-terminus loans
amounting to 7,500,000 php and 2,000,000 php from Philippine
National Bank (PNB) for the construction of the Dagupan
Village Hotel and Sports Complex. Both loans were payable
on installment and secured by the same real estate mortgage
over a parcel of land covered by TCT No. 56059 in favor of
PNB.
In May 1992, the Spouses Gironella applied for another loan
amounting to 5,800,000 php for the construction of a disco-
restaurant and bar and the purchase of a generator set.
From the period of February 1993 to October 2, 1995, the
Spouses Gironella paid 4,219,000 php in total for their first two
loans.
The Spouses Gironella defaulted in paying the prior two
loans. The Spouses alleged that: (1) they were made to
believe by PNB that their third loan would be approved, (2)
they were directed to proceed with their expansion plans and
(3) there would be a loan restructuring. Thus, they the income
generated by the hotel while the third was pending.
In January and April 1998, the Spouses Gironella paid a total
of 2,650,000 php allegedly to effect the restructuring of their
loans. Despite restructuring negotiations, PNB filed a petition
to foreclose the mortgaged property on May 29, 1996 and April
17, 1998 and a Notice of Extra-judicial Foreclosure Sale. The
final foreclosure was subsequently stalled but was refiled on
July 25, 2000 after failure to agree on the restructuring.
Spouses Gironella filed a complaint before the RTC with prayer
for issuance of a Temporary Restraining Order (TRO) and
preliminary injunction to enjoin the enforcement of the original
credit agreements and the foreclosure of the mortgaged
property. The RTC issued the TRO and Writ of Preliminary
injunction and subsequently, grant the complaint by ruling that
there was a binding credit restructuring agreement. On Motion
for Partial Reconsideration, RTC clarified that actual and
compensatory damages to reckon from the date of the filing of
the amended complaint and declared permanent the writ of
preliminary injunction.
PNB filed a petition an appeal to the CA arguing that the letters
sent on January 2000 and February 7, 2000 were not perfected
since there was only a qualified acceptance equivalent to a
counter-offer. CA favored PNB. The bare allegations of abuse
of right by PNB on giving the Spouses Gironella false hope
was insufficient to grant them damages.
Spouses Gironella filed a petition for review under Rule 45 of
the Rules of Court.
ISSUE: W/N CA is correct that there is no acceptance to
perfect the credit restructuring agreement.
HELD: YES. No restructured loan agreement at all that was
perfected. Petition is Denied.
There are 3 distinct stages of a contract: (1) preparation or
negotiation (2) perfection and (3) consummation. The credit
restructuring loan was in the negotiation stage. The application
for additional loan separate from the first two credit loans was
also in the negotiation stage.
The approval of the additional loan is not contingent on the
representation of the PNB officers as PNB must comply with
the General Banking Law to assess based on specific legal
banking requirements. Thus, it cannot be approved without
qualification.
A contract is perfected by mere consent. In turn, consent is
manifested by the meeting of the offer and the acceptance
upon the thing and the cause which are to constitute the
contract. The offer must be certain and the acceptance
seasonable and absolute.
merely constitute a counter-offer as what occurred in this case.
To reach that moment of perfection, the parties must agree on
the same thing in the same sense, so that their minds meet as
to all the terms. They must have a distinct intention common to
both and without doubt or difference; until all understand alike,
there can be no assent, and therefore no contract. The minds
of parties must meet at every point; nothing can be left open for
further arrangement. So long as there is any uncertainty or
indefiniteness, or future negotiations or considerations to be
had between the parties, there is not a completed contract, and
in fact, there is no contract at all.
The Spouses Gironella's payments under its original loan
account cannot be considered as partial execution of the
proposed restructuring loan agreement. Negotiation begins
from the time the prospective contracting parties manifest their
interest in the contract and ends at the moment of agreement
of the parties.
Once there is concurrence of the offer and acceptance of the
object and cause, the stage of negotiation is finished. Since
there was a counter-offer, the parties were not past the stage
of negotiation.
Rosenstock v Burke
Facts: Defendant Edwin Burke owned a motor yacht, known as
Bronzewing, which he acquired in Australia in 1920. He wanted
to sell the yacht and after several months plaintiff H. W. Elser, at
the beginning of the year 1922, began negotiations with the
defendant for the purchase of it. The plan of the plaintiff was to
organize a yacht club and sell it afterwards the yacht for
P120,000, of which P20,000 was to be retained by him as
commission and the remaining P100,000 to be paid to the
defendant. To be able to sell the yacht, he wanted to make a
voyage on board the yacht withbusiness men so that he could
make a sale to them. But the yacht needed some repairs which
in turn, plaintiff paid for because defendant had no budget for
that. It has been stipulated that the plaintiff was not to pay
anything for the use of the yacht. Because of the said repairs,
plaintiff loaned money from the Asia Banking Corporation. Since
it amounted to its maximum amount already, the bank could no
longer give loans to plaintiff. Defendant now gave plaintiff the
option of sale to plaintiff amounting to P80,000; P5,000 each
month during the first six months and P10,000 thereafter until
full payment of the price. Plaintiff in turn agreed by letter.
Defendant demanded the plaintiff for performance after he
accepted the offer of plaintiff for the purchase of the yacht.
However, plaintiff now brings action to recover the sum of money
he used for repairs of the yacht.
Issue: Whether or not there was a valid contract of sale which
is binding against plaintiff as used in the letter of offer which was
accepted by the defendant.
Held: The Supreme Court held that it was not a valid contract of
sale. The words used by plaintiff could not be interpreted as a
definite offer to purchase the yacht, but simply a position to
deliberate whether or not he would purchase the yacht. It was
but a mere invitation to a proposal being made to him, which
might be accepted by him or not. He used such words as, I am
in position and am willing to entertain the purchase of the yacht.
not I want to buy the yacht. Furthermore, the plaintiff wanted to
organize a yacht club and the only thing he wanted from
defendant was he sells it so that he could profit from it if he re-
sells it. The letter of the plaintiff not containing a definite offer but
a mere invitation to an offer being made to him. Plaintiff is bound
to pay the amount of the repairs of the yacht in exchange for the
use thereof.
Sanchez vs. Rigos
45 SCRA 368
June 1972
FACTS:
In an instrument entitled "Option to Purchase," executed on
April 3, 1961, defendant-appellant Severina Rigos "agreed,
promised and committed ... to sell" to plaintiff-appellee Nicolas
Sanchez for the sum of P1,510.00 within two (2) years from
said date, a parcel of land situated in the barrios of Abar and
Sibot, San Jose, Nueva Ecija. It was agreed that said option
shall be deemed "terminated and elapsed," if Sanchez shall
fail to exercise his right to buy the property" within the
stipulated period. On March 12, 1963, Sanchez deposited the
sum of Pl,510.00 with the CFI of Nueva Ecija and filed an
action for specific performance and damages against Rigos for
the latters refusal to accept several tenders of payment that
Sanchez made to purchase the subject land.
Defendant Rigos contended that the contract between them
was only a unilateral promise to sell, and the same being
unsupported by any valuable consideration, by force of the
New Civil Code, is null and void." Plaintiff Sanchez, on the
other hand, alleged in his compliant that, by virtue of the option
under consideration, "defendant agreed and committed to sell"
and "the plaintiff agreed and committed to buy" the land
described in the option. The lower court rendered judgment in
favor of Sanchez and ordered Rigos to accept the sum
Sanchez judicially consigned, and to execute in his favor the
requisite deed of conveyance. The Court of Appeals certified
the case at bar to the Supreme Court for it involves a question
purely of law.
ISSUE:
Was there a contract to buy and sell between the parties or
only a unilateral promise to sell?
COURT RULING:
The Supreme Court affirmed the lower courts decision. The
instrument executed in 1961 is not a "contract to buy and sell,"
but merely granted plaintiff an "option" to buy, as indicated by
its own title "Option to Purchase." The option did not impose
upon plaintiff Sanchez the obligation to purchase defendant
Rigos' property. Rigos "agreed, promised and committed"
herself to sell the land to Sanchez for P1,510.00, but there is
nothing in the contract to indicate that her aforementioned
agreement, promise and undertaking is supported by a
consideration "distinct from the price" stipulated for the sale of
the land. The lower court relied upon Article 1354 of the Civil
Code when it presumed the existence of said consideration,
but the said Article only applies to contracts in general.
However, it is not Article 1354 but the Article 1479 of the same
Code which is controlling in the case at bar because the latters
2nd paragraph refers to "sales" in particular, and, more
specifically, to "an accepted unilateral promise to buy or to
sell." Since there may be no valid contract without a cause or
consideration, the promisor is not bound by his promise and
may, accordingly, withdraw it. Pending notice of its withdrawal,
his accepted promise partakes, however, of the nature of an
offer to sell which, if accepted, results in a perfected contract of
sale. Upon mature deliberation, the Court reiterates the
doctrine laid down in the Atkins case and deemed abandoned
or modified the view adhered to in the Southwestern Company
case.
Dignos vs. Court of Appeals, and Jabil 158 SCRA 378
February 1988
FACTS: In July 1965, herein petitioners Silvestre T. Dignos
and Isabela Lumungsod de Dignos (spouses Dignos) sold their
parcel of land in Opon, LapuLapu to herein private
respondent Antonio Jabil for the sum of P28,000 payable for
two installments, with an assumption of indebtedness with the
First Insular Bank of Cebu in the sum of P12,000 and the next
installment of P4,000 to be paid in September 1965. In
November 1965, the spouses Dignos sold the same parcel of
land for P35,000 to defendants Luciano Cabigas and Jovita L.
de Cabigas (spouses Cabigas) who were then US citizens, and
executed in their favor an Absolute Deed of Sale duly
registered in the Office of the Register of Deeds. Upon
discovery of the 2nd sale of the subject land, Jabil filed the
case at bar in the CFI of Cebu which rendered its Decision in
August 1975 declaring the 2nd sale to the spouses Cabigas
null and void ab initio and the 1st sale to Jabil not rescinded.
The CFI of Cebu also ordered Jabil to pay the remaining
P16,000 to the spouses Dignos and to reimburse the spouses
Cabigas a reasonable amount corresponding the expenses in
the construction of hollow block fences in the said parcel of
land. The spouses Dignos were also ordered to return the
P35,000 to the spouses Cabigas. Both Jabil and the spouses
Dignos appealed to the Court of Appeals, which affirmed in
July 1981 the CFI of Cebus Decision except for the part of
Jabil paying the expenses of the spouses Cabigas for building
a fence. The spouses Dignos contested that the contract
between them and Jabil was merely a contract to sell and not a
deed of sale.
ISSUE: Is the contract between the parties a contract of sale or
a contract to sell?
COURT RULING: The Supreme Court affirmed the Decision of
the Court of Appeals saying stated that all the elements of a
valid contract of sale are present in the document and that the
spouses Dignos had no right to sell the land in question
because an actual delivery of its possession has already been
made in favor of Jabil as early as March 1965. It was also
found that the spouses Dignos never notified Jabil by notarial
act that they were rescinding the contract, and neither did they
file a suit in court to rescind the sale. There is no showing that
Jabil properly authorized a certain Cipriano Amistad to tell
petitioners that he was already waiving his rights to the land in
question.
Blas v. Santos
FACTS: This action was instituted by plaintiffs against the
administration of the estate of Maxima Santos, to secure a
judicial declaration that one-half of the properties left by
Maxima Santos Vda. de Blas, the greater bulk of which are set
forth and described in the project of partition presented in the
proceedings for the administration of the estate of the
deceased Simeon Blas, had been promised by the deceased
Maxima Santos to be delivered upon her death and in her will
to the plaintiffs, and requesting that the said properties so
promised be adjudicated to the plaintiffs. The complaint also
prays for actual damages in the amount of P50,000. The
alleged promise of the deceased Maxima Santos is contained
in a document executed by Maxima Santos on December 26,
1936 attached to the complaint as Annex H and introduced at
the trial as Exhibit A. The complaint also alleges that the
plaintiffs are entitled to inherit certain properties enumerated in
paragraph 3 thereof, situated in Malabon, Rizal and Obando,
Bulacan, but which properties have already been included in
the inventory of the estate of the deceased Simeon Blas and
evidently partitioned and conveyed to his heirs in the
proceedings for the administration of his estate. Spouses
Simeon Blas and Marta Cruz have three children they also
have grandchildren. One year after Marta Cruz died, Blas
married Maxima Santos but they dont have children and the
properties that he and his former wife acquired during the first
marriage were not liquidated. Simeon Blas executed a will
disposing half of his properties in favor of Maxima the other
half for payment of debts, Blas also named a few devisees and
legatees therein. In lieu of this, Maxima executed a document
whereby she intimated that she understands the will of her
husband; that she promises that shell be giving, upon her
death, one-half of the properties shell be acquiring to the heirs
and legatees named in the will of his husband; that she can
select or choose any of them depending upon the respect,
service, and treatment accorded to her by said heirs. On 1937
Simeon Blas died while Maxima died on 1956 and Rosalina
Santos became administrator of her estate. In the same year,
Maria Gervacio Blas, child of Simeon Blas in his first marriage,
together with three other grandchildren of Simeon Blas (heirs
of Simeon Blas), learned that Maxima did not fulfill her promise
as it was learned that Maxima only disposed not even one-
tenth of the properties she acquired from Simeon Blas. The
heirs are now contending that they did not partition Simeon
Blas property precisely because Maxima promised that theyll
be receiving properties upon her death.
ISSUE: Whether or not the heirs can acquire the properties
that Maxima promised with them.
HELD: Yes, they can acquire the properties that Maxima
promised with them because it was stated in Art. 1347 that No
contract may be entered into upon future inheritance except in
cases expressly authorized by law.. In this case the contract
was authorized by law because the promised made by Maxima
to their heirs before she died is a valid reason and it should be
enforceable upon her death and her heirs can now acquire the
succession of the properties in issue.
TAEDO V. CA (January 22, 1996)
FACTS:
Lazaro Taedo executed a deed of absolute sale in favor of
Ricardo Taedo and Teresita Barrera in which he conveyed a
parcel of land which he will inherit. Upon the death of his father
he executed an affidavit of conformity to reaffirm the said sale.
He also executed another deed of sale in favor of the spouses
covering the parcel of land he already inherited. Ricardo
registered the last deed of sale in the registry of deeds in their
favor.
Ricardo later learned that Lazaro sold the same property to his
children through a deed of sale.
ISSUE:
WON the Taedo spouses have a better right over the property
against the children of Lazaro Taedo.
HELD:
Since a future inheritance generally cannot be a subject of a
contract, the deed of sale and the affidavit of conformity made
by Lazaro has no effect. The subject of dispute therefore is the
deed of sale made by him in favor of spouses Taedo and
another to his children after he already legally acquired the
property.
Thus, although the deed of sale in favor of private respondents
was later than the one in favor of petitioners, ownership would
vest in the former because of the undisputed fact of
registration. On the other hand, petitioners have not registered
the sale to them at all.
Petitioners contend that they were in possession of the
property and that private respondents never took possession
thereof. As between two purchasers, the one who registered
the sale in his favor has a preferred right over the other who
has not registered his title, even if the latter is in actual
possession of the immovable property.
Liguez vs. CA, VDA. De Lopez (December 18, 1957)
FACTS:Plainti averred to be the legal owner of a parcel
ofland, pursuant to a Deed of Donation, executed in her
favorby the late Salvador Lopez. The defense interposed that
thedonation was null and void for having an illicit causa
orconsideration, which was plaintis entering into relationswith
Salvador, a married man. Liguez was a minor when thedeed
was executed. The CA held that the deed of donationwas
inoperative.
ISSUE:Whether the donation was void for having an illicitcause
or consideration.
RULING:The donation in question was not movedexclusively
by the desire to benet appellant but also tosecure her
cohabiting with him. The conveyance was clearlypredicated
upon an illicit causa. The cohabitation was animplied condition
to the donation and being unlawful,unnecessarily tainted the
donation. Lopez could not donatethe entirety of the prop, to the
prejudice of his wife,because said prop was conjugal in
character. To defeat theeect, the appellees must plead and
prove that the same isillegal. Appellees, as successors, being
precluded frompleading the defense of immortality or illegal
causa of thedonation, the total or partial ineectiveness of the
samemust be decided by di. legal principles.*Nevertheless,
even if the donation was null and void, hadLopez seen device,
he could not have envoked theimmorality of the donation
because it was he who was at fault.
Carrantes v CA
Facts: Mateo Carantes, original owner of Lot No. 44 situated at
Loakan, Baguio City, died in 1913 leaving his widow Ogasia, and
six children, namely, Bilad, Lauro, Crispino, Maximino, Apung
and Sianang,. In 1930, the government, in order to expand the
landing field of the Loakan Airport, filed for the expropriation of
a portion of Lot. No. 44. Said lot was subdivided into Lots. No.
44A to 44E for the purpose.
In 1913, Maximino Carrantes (MAX) was appointed the judicial
administrator of the estate of Mateo. Four heirs, namely, Bilad,
Lauro, Sianang, and Crisipino, executed a deed denominated
Assignment of Right to Inheritance assigning to Max their
rights over said lot in 1939. The stated monetary consideration
is P1.00. On same date, Max sold Lot Nos. 44B and 44C to the
government. One year later the Court of First Instance, upon
joint petition of the Carrantes heirs, issued an order cancelling
O.C.T. No. 3 and TCT No. 2533 was issued in its place.
 On 16 March 1940, Max registered the deed of
Assignment of Right to Inheritance. Thus, TCT No. 2533 was
cancelled and TCT 2540 was issued in the name of Max. A
formal deed of Sale was also executed by Max on the same date
in favor of the government. Hence, TCT 2540 was cancelled and
new TCTs were issued in favor of the government and Max,
respectively. On 4 Sept. 1958, Bilad, Lauro, and Crispino, along
with the surviving heirs of Apung and Sianang filed complaint in
the CFI.
They claimed that the execution of the deed of assignment was
attended by fraud. The trial court decided that the action of the
heirs had already prescribed since an action on fraud prescribes
on four years from discovery of such, in this case, on 16 March
1940 when Max registered the deed of assignment. The Court
of Appeals reversed and found that a constructive trust was
created. Hence, the present petition.
Issue: 1. whether a constructive trust involves a fiduciary
relationship? 2. Whether action had already prescribed?
Held: 1. The court, assuming that there was fraud, and in turn,
a constructive trust in favor of the other heirs, said that
constructive trust does not involve a promise nor fiduciary
relations. Hence, the respondent courts conclusion that the rule
on constructive notice does not apply because there was a
fiduciary relationship between the parties lacks the necessary
premise.
2. Action had already prescribed because there was
constructive notice to the heirs when Maximino registered the
deed of assignment with the register of deeds on 16 March 1940.
Such date is the reckoning point of counting prescription based
on fraud.
Anent respondent courts contention that constructive trust is
imprescriptible, the court said that it is untenable. It is already
settled that constructive trusts prescribes in 10 years. In this
case, the ten year period started on 16 March 1940. And since
the respondents commenced the action only on 4 Sept. 1958,
the same is barred by prescription.
Spouses Buenaventura v. Court of Appeals
G.R. No. 126376. November 20, 2003
FACTS:
Defendant spouses Leonardo Joaquin and Feliciana Landrito
are the parents of plaintiffs Consolacion, Nora, Emma and
Natividad as well as of defendantsFidel, Tomas, Artemio,
Clarita, Felicitas, Fe, and Gavino, all surnamed JOAQUIN.
The married Joaquin children are joined in this action by their
respective spouses. Sought to be declared null and void ab initio
are certaindeeds of sale covering 6 parcels of land executed by
defendant parents Leonardo Joaquin and Feliciana Landrito in
favor of their co-defendant children and the corresponding
certificates of title issued in their names. In seeking
the declaration of nullity of the aforesaid deeds of sale
and certificates of title, plaintiffs, in their complaint, aver that the
purported sale of the properties in litis was the result of a
deliberate conspiracy designed to unjustly deprive the rest of the
compulsory heirs (plaintiffs herein) of their legitime.
ISSUE:
Whether Petitioners have a legal interest over the properties
subject of the Deeds of Sale
RULING:
Petitioners do not have any legal interest over the properties
subject of the Deeds of Sale. As the appellate court stated,
petitioners right to their parents properties is merely inchoate
and vests only upon their parents death. While still living, the
parents of petitioners are free to dispose of their properties. In
their overzealousness to safeguard their future legitime,
petitioners forget that theoretically, the sale of the lots to their
siblings does not affect the value of their parents estate. While
the sale of the lots reduced the estate, cash of equivalent value
replaced the lots taken from the estate.
Theis v CA
FACTS:
Private respondent Calsons Development Corporation is the
owner of three (3) adjacent parcels of land covered by Transfer
Certificate of Title (TCT) Nos. 15515 (parcel no. 1 in the
location map), 15516 (parcel no. 2) and 15684 (parcel no. 3),
with the area of 1,000 square meters, 226 square meters and
1,000 square meters, respectively.
On October 26, 1987, unaware of the mistake by which private
respondent appeared to be the owner of parcel no. 4 as
indicated in the erroneous survey, and based on the erroneous
information given by the surveyor that parcel no. 4 is covered
by TCT No. 15516 and 15684, private respondent, through its
authorized representative, one Atty. Tarcisio S. Calilung, sold
said parcel no. 4 to petitioners. All three parcels of land are
situated along Ligaya Drive, Barangay Francisco, Tagaytay
City. Adjacent to parcel no. 3, which is the lot covered by TCT
No. 15684 is a vacant lot denominated as parcel no. 4.
Upon execution of the Deed of Sale, private respondent
delivered TCT Nos. 15516 and 15684 to petitioners who, on
October 28, 1987, immediately registered the same with the
Registry of Deeds of Tagaytay City. Thus, TCT Nos. 17041
and 17042 in the names of the petitioners were issued.
In the early part of 1990, petitioners returned to the Philippines.
When they went to Tagaytay to look over the vacant lots and to
plan the construction of their house thereon, they discovered
that parcel no. 4 was owned by another person. They also
discovered that the lots actually sold to them were parcel nos.
2 and 3 covered by TCT Nos. 15516 and 15684. respectively.
Parcel no. 3, however, could not have been sold to the
petitioners by the private respondents as a two-storey house,
the construction cost of which far exceeded the price paid by
the petitioners, had already been built thereon even prior to the
execution of the contract between the disputing parties.
Petitioners insisted that they wanted parcel no. 4, which is the
idle lot adjacent to parcel no. 3, and persisted in claiming that it
was parcel no. 4 that private respondent sold to them.
However, private respondent could not have possibly sold the
same to them for it did not own parcel no. 4 in the first place.
The mistake in the identity of the lots is traceable to the
erroneous survey conducted in 1985.
To remedy the mistake, private respondent offered parcel nos.
1 and 2 covered by TCT Nos. 15515 and 15516, respectively,
as these two were precisely the two vacant lots which private
respondent owned and intended to sell when it entered into the
transaction with petitioners. Petitioners adamantly rejected the
good faith offer. They refused to yield to reason and insisted on
taking parcel no. 3, covered by TCT No. 155864 and upon
which a two-storey house stands, in addition to parcel no. 2,
covered by TCT No. 15516, on the ground that these TCTs
have already been cancelled and new ones issued in their
name. Private respondent was then compelled to file an action
for annulment of deed of sale and reconveyance of the
properties subject thereof 1 in the Regional Trial Court.
DECISIONS OF LOWER COURTS:
(1) Trial Court: rendered judgment in favor of private
respondent.
(2) Court of Appeals: affirmed the trial court decision.
ISSUE:
Whether the sale is voidable
RULING:
Yes
Private respondent committed an honest mistake in selling
parcel no. 4. As correctly noted by the Court of Appeals, it is
quite impossible for private respondent to sell the lot in
question as the same is not owned by it. The good faith of the
private respondent is evident in the fact that when the mistake
was discovered, it immediately offered two other vacant lots to
the petitioners or to reimburse them with twice the amount
paid. That petitioners refused either option left the private
respondent with no other choice but to file an action for the
annulment of the deed of sale on the ground of mistake. Art.
1331 of the New Civil Code provides for the situations whereby
mistake may invalidate consent. The concept of error in this
article must include both ignorance, which is the absence of
knowledge with respect to a thing and mistake properly
speaking, which is a wrong conception about said thing, or a
belief in the existence of some circumstance, fact, or event,
which in reality does not exist. In both cases, there is a lack of
full and correct knowledge about the thing. The mistake
committed by the private respondent in selling parcel no. 4 to
the petitioners falls within the second type. Verily, such mistake
invalidated its consent and as such, annulment of the deed of
sale is proper. The petitioners cannot be justified in their
insistence that parcel no. 3, upon which private respondent
constructed a two-storey house, be given to them in lieu of
parcel no. 4. The cost of construction for the said house far
exceeds the amount paid by the petitioners to the private
respondent. Moreover, parcel no. 4, the lot mistakenly sold,
was a vacant lot. Thus, to allow the petitioners to take parcel
no. 3 would be to countenance unjust enrichment. Considering
that petitioners intended at the outset to purchase a vacant lot,
their refusal to accept the offer of the private respondent to
give them two (2) other vacant lots in exchange, as well as
their insistence on parcel no. 3, which is a house and lot, is
manifestly unreasonable.
THE INTERNATIONAL CORPORATE BANK V. SPOUSES
GUECO
351 SCRA 516
FACTS:
Gueco spouses obtained a loan from ICB (now Union Bank) to
purchase a
car. In consideration thereof, the debtors executed PNs, a
nd a chattel
mortgage was made over the car. As the usual story go
es, the spouses
defaulted in payment of their obligations and despite the l
owering of the amount to be paid, they still failed to pay.
Thereafter, they tendered a
managers check in favor of the bank. Nonetheless, the
car was still detained for the spouses refused to sign the joint
motion to dismiss. The
bank averred that the joint motion to dismiss is part of st
andard office
procedure to preclude the filing of other claims. Because
of this, the spouses filed an action for damages against the
bank. And by the time the case was instituted, the check had
become stale in the hands of the bank.
HELD:
The main issue though unrelated to Negotiable Instruments
Law in this case was whether or not the signing of the joint
motion to dismiss a part of the compromise agreement
between the spouses and the bank. The answer is no, it is not
a part of the compromise agreement entered by the
parties. And thus, the signing is dispensible in releasing the
car to the spouses. And on the ancillary issue of the case,
which is the relevant issue for the subject, whether or not the
spouses should replace the check they paid to
the bank after it became stale, the answer is yes. It app
eared that the check has not been encashed. The delivery of
the managers check did not constitute payment. The original
obligation to pay still exists. Indeed, the
circumstances that caused the non-
presentment of the check should be considered to
determine who should bear the loss. In this case, ICB held on
the check and refused to encash the same because of the
controversy surrounding the signing of the joint motion to
dismiss. There is no bad faith
or negligence on the part of ICB.
A stale check is one which has not been presented for p
ayment within a reasonable time after its issue. It is valueless
and, therefore, should not be
paid. A check should be presented for payment within a r
easonable time
after its issue. Here, what is involved is a managers che
ck, which is
essentially a banks own check and may be treated as a PN
with the bank as a maker. Even assuming that presentment is
needed, failure to present
for payment within a reasonable time will result to the dis
charge of the drawer only to the extent of the loss caused by
the delaybut here there is
no loss sustained. Still, such failure to present on time does not
wipe out liability.