PCI Leasing vs.
Trojan Metal Digest law between the parties even if some of its provisions constituted
G.R. No. 176381: December 15, 2010
PCI LEASING AND FINANCE, INC., Petitioner v. TROJAN
METAL INDUSTRIES INCORPORATED, WALFRIDO
DIZON, ELIZABETH DIZON, and JOHN DOE,
Respondents.
CARPIO, J.:
FACTS;
Sometime in 1997, Trojan Metal Industries, Inc. (TMI) came to PCI
Leasing and Finance, Inc. (PCILF) to seek a loan. Instead of
extending a loan, PCILF offered to buy various equipment TMI
owned. Hard-pressed for money, TMI agreed. PCILF and TMI
immediately executed deeds of sale evidencing TMIs sale to PCILF of
the various equipment.
PCILF and TMI then entered into a lease agreement , whereby the
latter leased from the former the various equipment it previously
owned. Pursuant to the lease agreement, TMI issued postdated
checks representing 24 monthly installments.
The lease agreement required TMI to give PCILF a guaranty deposit
which would serve as security for the timely performance of TMIs
obligations under the lease agreement, to be automatically forfeited
should TMI return the leased equipment before the expiration of the
lease agreement. Further, spouses Dizon, as TMIs President and
Vice-President, executed in favor of PCILF a Continuing Guaranty of
Lease Obligations. Under the continuing guaranty, the Dizon spouses
agreed to immediately pay whatever obligations would be due PCILF
in case TMI failed to meet its obligations under the lease agreement.
To obtain additional loan from another financing company, TMI
used the leased equipment as temporary collateral. PCILF considered
the second mortgage a violation of the lease agreement. PCILF sent
TMI a demand letter for the payment of the latters outstanding
obligation. PCILFs demand remained unheeded.
RTC ruled that the lease agreement must be presumed valid as the
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unjust enrichment on the part of PCILF. On appeal, the CA reversed
the RTCs decision.
ISSUES:
I. Whether the sale with lease agreement the parties entered into was
a financial lease or a loan secured by chattel mortgage.
II. Whether PCILF should pay TMI, by way of refund
HELD: Petition DENIED.
First issue:
Civil Code
In the present case, since the transaction between PCILF and TMI
involved equipment already owned by TMI, it cannot be considered
as one of financial leasing, as defined by law, but simply a loan
secured by the various equipment owned by TMI.
Hence, had the true transaction between the parties been expressed
in a proper instrument, it would have been a simple loan secured by a
chattel mortgage, instead of a simulated financial leasing. Thus, upon
TMIs default, PCILF was entitled to seize the mortgaged equipment,
not as owner but as creditor-mortgagee for the purpose of foreclosing
the chattel mortgage. PCILFs sale to a third party of the mortgaged
equipment and collection of the proceeds of the sale can be deemed
in the exercise of its right to foreclose the chattel mortgage as
creditor-mortgagee.
Second issue
Section 14 of the Chattel Mortgage Law expressly entitles the debtor-
mortgagor to the balance of the proceeds, upon satisfaction of the
principal loan and costs. Prevailing jurisprudence also holds that the
Chattel Mortgage Law bars the creditor-mortgagee from retaining
the excess of the sale proceeds.
TMIs right to the refund accrued from the time PCILF received the
proceeds of the sale of the mortgaged equipment. However, since
TMI never made a counterclaim or demand for refund due on the
resulting overpayment after offsetting the proceeds of the sale
against the remaining balance on the principal loan plus applicable
interest, no interest applies on the amount of refund due.
Nonetheless, in accord with prevailing jurisprudence, the excess
amount PCILF must refund to TMI is subject to interest at 12% per
annum from finality of this Decision until fully paid.

In a true financial leasing, a finance company purchases on behalf

of a cash-strapped lessee the equipment the latter wants to buy but,
due to financial limitations, is incapable of doing so. The finance
company then leases the equipment to the lessee in exchange for the
latters periodic payment of a fixed amount of rental.

Since the transaction between PCILF and TMI involved equipment

already owned by TMI, it cannot be considered as one of financial
leasing, as defined by law, but simply a loan secured by a chattel
mortgage.

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Acme Shoe, Rubber & Plastic Corporation vs Court of
Appeals
In June 1978, Acme Shoe, Rubber & Plastic Corporation executed a
chattel mortgage in favor of Producers Bank of the Philippines in
consideration of a loan in the amount of P3 million. The loan was
paid. Thereafter, Producers Bank extended another P2.7 million loan
to Acme. The same was paid. In 1984, Producers Bank extended a P1
million loan to Acme. This time, Acme was unable to pay and
eventually, Producers Bank foreclosed the property subject of the
chattel mortgage executed in June 1978.
Acme opposed the foreclosure as it alleged that the 1984 loan was no
longer covered by the chattel mortgage of 1978. Acme is also asking
for moral damages (worth P3 million) for the groundless foreclosure
done by Producers Bank.
ISSUE: Whether or not Acme Shoe is entitled to moral damages.
HELD: No. It is true that the chattel mortgage executed in 1978 for
the initial P3 million loan only covers the initial loan and not the
1984 P1 million loan. However, Acme Shoes is not entitled to moral
damages. Moral damages are granted in recompense for physical
suffering, mental anguish, fright, serious anxiety, besmirched
reputation, wounded feelings, moral shock, social humiliation, and
similar injury. A corporation, being an artificial person and having
existence only in legal contemplation, has no feelings, no emotions,
no senses; therefore, it cannot experience physical suffering and
mental anguish. Mental suffering can be experienced only by one
having a nervous system and it flows from real ills, sorrows, and
griefs of life all of which cannot be suffered by Acme Shoes as an
artificial person.

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MAKATI LEASING AND FINANCE CORP. V. WEAREVER since it is movable by nature and becomes immobilized only by
TEXTILE MILLS, INC. destination. And treating it as a chattel by way of a Chattel Mortgage,
Wearever is estopped from claiming otherwise.

Parties to a contract may by agreement treat as personal MAKATI LEASING & FINANCE CORPORATION V.
property that which by nature is a real property, as long WEAREVER TEXTILE MILLS, INC. & CA, (1983)
as no interest of 3rd party would be prejudiced. Object of Chattel Mortgage, Art. 2124, Art. 417, Act. No. 1508, Sec. 2

Issue: Whether the machinery in suit is real or personal property

FACTS:
To obtain financial accommodations from Makati Leasing, Wearever
Textile discounted and assigned several receivables under a
Receivable Purchase Agreement with Makati Leasing. To secure the
collection of receivables, it executed a chattel mortgage over several
raw materials and a machinery Artos Aero Dryer Stentering Range
(Dryer).
Wearever defaulted thus the properties mortgaged were
extrajudicially foreclosed. The sheriff, after the restraining order was
lifted, was able to enter the premises of Wearever and removed the
drive motor of the Dryer. The CA reversed the order of the CFI,
ordering the return of the drive motor since it cannot be the subject
of a replevin suit being an immovable bolted to the ground. Thus the
case at bar.
from the point of view of the parties, with petitioner arguing that it is
a personality, while the respondent claiming the contrary, and thus
the chattel mortgage constituted thereon is null and void.
If a house of strong materials may be considered as personal
property for purposes of executing a chattel mortgage thereon as
long as the parties to the contract so agree and no innocent third
party will be prejudiced thereby, there is absolutely no reason why a
machinery, which is movable in its nature and becomes immobilized
only by destination or purpose, may not be likewise treated as such.
This is really because one who has so agreed is estopped from
denying the existence of the chattel mortgage.
It is undeniable that the parties to a contract may by agreement treat
as personal property that which by nature would be real property, as
long as no interest of third parties would be prejudiced thereby.

ISSUE:
Whether the dryer is an immovable property

HELD: NO
The SC relied on its ruling in Tumalad v. Vicencio, that if a house of
strong materials can be the subject of a Chattel Mortgage as long as
the parties to the contract agree and no innocent 3rd party will be
prejudiced then moreso that a machinery may treated as a movable

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DY V. CA (July 08, 1991) transferred from the vendor to the vendee. In the instant case, actual
delivery of the subject tractor could not be made but there was
FACTS: constructive delivery already upon the execution of a public
Wilfredo Dy bought a truck and tractor from Libra Finance instrument which in this case is a deed of sale.
Corporation. Both truck and tractor was also mortgage to Libra as
security for a loan and as such, they took possession of it. Brother of The payment of the check was actually intended to extinguish the
Wilfredo, Perfecto Dy and sister Carol Dy-Seno requested Libra that mortgage obligation.
they be allowed to buy the property and assume the mortgage debt.
Libra agreed to the request.
Issue: The respondent court avers that the vendor must first have
control and possession of the thing before he could transfer
Meanwhile, a collection suit was filed against Wilfredo Dy by Gelac
ownership by constructive delivery.
Trading Inc. On the strength of a writ of execution, the sheriff was
able to obtain the tractor on the premises of Libra. It was sold in a
Here, it was Libra Finance (mortgagee) which was in possession of
public auction in which Gelac Trading was the lone bidder. Gelac
the subject tractor due to Wilfredo's (mortgagor) failure to pay the
subsequently sold it to one of their stockholders.
amortization as a preliminary step to foreclosure. As mortgagee, he
has the right of foreclosure upon default by the mortgagor in the
The respondents claim that at the time of the execution of the deed of
performance of the conditions mentioned in the contract of
sale, no constructive delivery was effected since the consummation of
mortgage. The law implies that the mortgagee is entitled to possess
the sale depended upon the clearance and encashment of the check
the mortgaged property because possession is necessary in order to
which was issued in payment of the subject tractor
enable him to have the property sold.
ISSUE:
Held: While it is true that Wilfredo Dy (mortgagor) was not in actual
WON the William Dy is still the owner of the tractor when it was
possession and control of the subject tractor, his right of ownership
obtained through the writ of execution.
was not divested from him upon his default. Neither could it be said
that Libra was the owner of the subject tractor because the
HELD:
mortgagee cannot become the owner of or convert and appropriate to
The tractor was not anymore in possession of William Dy when it was
himself the property mortgaged. (Article 2088, Civil Code) Said
obtained by the sheriff because he already sold it to his brother.
property continues to belong to the mortgagor. The only remedy
given to the mortgagee is to have said property sold at public auction
William Dy has the right to sell his property even though it was
and the proceeds of the sale applied to the payment of the obligation
mortgage because in a mortgage, the mortgagor doesnt part with the
secured by the mortgagee. There is no showing that Libra Finance
ownership over the property. He is allowed to sell the property as
has already foreclosed the mortgage and that it was the new owner of
long as there is consent from the mortgagee such as in this case. But
the subject tractor. Undeniably, Libra gave its consent to the sale of
even if there is no consent given, the sale would still be valid without
the subject tractor to the petitioner. It was aware of the transfer of
prejudice to the criminal action against the mortgagor.
rights to the petitioner.
When William Dy sold the tractor, he already transferred the
Purchase of a third person of the mortgaged property
ownership of it because NCC states that the ownership of the thing
Petitioner bought the tractor from mortgagor and the latter executed
sold is acquired by the vendee from the moment it is delivered to him
a deed of absolute sale in favor of the petitioner. The said tractor was
or in any other manner signing an agreement that the possession is
then in the possession of the mortgagee. Payment was made thru a

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check and the mortgagee insisted that it be cleared first before it
could release the chattels (tractors). Meanwhile, the tractors were
foreclosed at a public auction and the respondent GELAC was the
winning bidder. It was only when the check was cleared that the
petitioner learned about GELAC having already taken custody of the
subject tractor. Consequently, the petitioner filed an action to recover
the subject tractor against GELAC.
rule that only properties unquestionably owned by the judgment
debtor and which are not exempt by law from execution should be
levied upon or sought to be levied upon. For the power of the court in
the execution of its judgment extends only over properties belonging
to the judgment debtor.

Issue: The respondents claim that at the time of the execution of the
deed of sale, no constructive delivery was effected since the
consummation of the sale depended upon the clearance and
encashment of the check which was issued in payment of the subject
tractor.

Where a third person purchases the mortgaged property, he

automatically steps into the shoes of the original mortgagor. His
right of ownership shall be subject to the mortgage of the thing sold
to him. In the case at bar, the petitioner was fully aware of the
existing mortgage of the subject tractor to Libra. In fact, when he was
obtaining Libra's consent to the sale, he volunteered to assume the
remaining balance of the mortgage debt of Wilfredo Dy which Libra
undeniably agreed to.

The payment of the check was actually intended to extinguish the

mortgage obligation so that the tractor could be released to the
petitioner. It was never intended nor could it be considered as
payment of the purchase price because the relationship between
Libra and the petitioner is not one of sale but still a mortgage. The
clearing or encashment of the check which produced the effect of
payment determined the full payment of the money obligation and
the release of the chattel mortgage. It was not determinative of the
consummation of the sale. The transaction between the brothers is
distinct and apart from the transaction between Libra and the
petitioner. The contention, therefore, that the consummation of the
sale depended upon the encashment of the check is untenable.

Constructive delivery
The sale of the subject tractor was consummated upon the execution
of the public instrument. At this time constructive delivery was
already effected. Hence, the subject tractor was no longer owned by
Wilfredo Dy when it was levied upon by the sheriff. Well settled is the

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 RCBC V. ROYAL CARGO CORPORATION, (2009)
Right of Redemption
Issue: WON petitioner, as mortgagee, had the duty to notify the
respondent of the public auction sale.
Section 13 of the Chattel Mortgage Law allows the would-be
redemptioner thereunder to redeem the mortgaged property
only before its sale. Consider the following pronouncement
in Paray:
[T]here is no law in our statute books which vests the right of
redemption over personal property. Act No. 1508, or the Chattel
Mortgage Law, ostensibly could have served as the vehicle for any
legislative intent to bestow a right of redemption over personal
property, since that law governs the extrajudicial sale of
mortgaged personal property, but the statute is definitely silent on
the point.
the right of redemption applies to real properties, not personal
properties, sold on execution.
Unmistakably, the redemption cited in Section 13 partakes of
an equity of redemption, which is the right of the mortgagor to
redeem the mortgaged property after his default in the performance of
the conditions of the mortgage but before the sale of the property to
clear it from the encumbrance of the mortgage. It is not the same
as right of redemption which is the right of the mortgagor to
redeem the mortgaged property after registration of the foreclosure
sale, and even after confirmation of the sale.
While respondent had attached some of Terrymanilas assets to secure
the satisfaction of a P296,662.16 judgment rendered in another case,
what it effectively attached was Terrymanilas equity of
redemption. That respondents claim is much lower than the P1.5
million actual bid of petitioner at the auction sale does not defeat
respondents equity of redemption. Top Rate International Services,
Inc. v. IAC enlightens:
We, therefore, hold that the appellate court did not commit
any error in ruling that there was no over-levy on the disputed
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properties. What was actually attached by respondents was
Consolidated Mines right or equity of redemption, an
incorporeal and intangible right, the value of which can neither be
quantified nor equated with the actual value of the properties upon
which it may be exercised.
Held: Having thus attached Terrymanilas equity of redemption,
respondent had to be informed of the date of sale of the mortgaged
assets for it to exercise such equity of redemption over some of those
foreclosed properties, as provided for in Section 13.
However, even prior to receiving, through counsel, a mailed notice of
the auction sale on the date of the auction sale itself on June 16, 1992,
respondent was already put on notice of the impending foreclosure
sale of the mortgaged chattels. Despite its window of opportunity to
exercise its equity of redemption, however, respondent chose to be
technically shrewd about its chances, preferring instead to seek
annulment of the auction sale, which was the result of the foreclosure
of the mortgage, permission to conduct which it had early on opposed
before the insolvency court. Its negligence or omission to exercise its
equity of redemption within a reasonable time, or even on the day of
the auction sale, warrants a presumption that it had either abandoned
it or opted not to assert it. Equitable considerations thus sway against
it. To now allow respondent have its way in annulling the auction sale
and at the same time let it proceed with its claims before the insolvency
court would neither rhyme with reason nor with justice.
In any event, even if respondent would have participated in the
auction sale and matched petitioners bid, the superiority of
petitioners (mortgagee) lien over the mortgaged assets would
preclude respondent from recovering the chattels.
It has long been settled by this Court that the right of those
who acquire said properties should not and can not be
superior to that of the creditor who has in his favor an
instrument of mortgage executed with the formalities of the
law, in good faith, and without the least indication of fraud.
In purchasing it, with full knowledge that such circumstances existed,
it should be presumed that he did so, very much willing to respect the
lien existing thereon, since he should not have expected that with the
purchase, he would acquire a better right than that which the vendor
then had.

It bears noting that the chattel mortgage in favor of petitioner

was registered more than two years before the issuance of a writ of
attachment over some of Terrymanilas chattels in favor of
respondent. This is significant in determining who between petitioner
and respondent should be given preference over the subject
properties. Since the registration of a chattel mortgage is an effective
and binding notice to other creditors of its existence and creates a real
right or lien that follows the property wherever it may be, the right of
respondent, as an attaching creditor or as purchaser, had it purchased
the mortgaged chattel at the auction sale, is subordinate to the lien of
the mortgagee who has in his favor a valid chattel mortgage.

Held: Petitioner is not liable for constructive fraud for proceeding

with the auction sale. Nor for subsequently selling the chattel. For
foreclosure suits may be initiated even during insolvency proceedings,
as long as leave must first be obtained from the insolvency court as
what petitioner did.

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SERVICEWIDE SPECIALISTS, INC. V CA
FACTS:
1. Leticia Laus purchased on credit a Colt Galant xxx from Fortune
Motors (Phils.) Corporation and executed a promissory note for the
amount of P56,028.00, inclusive of 12% annual interest, payable
within a period of 48 months. In case of default in the payment of
any installment, the total principal sum, together with the interest,
shall become immediately due and payable.
2. As a security for the promissory note, a chattel mortgage was
constituted over the said motor vehicle, with a deed of assignment
incorporated therein such that the credit and mortgage rights were
assigned by Fortune Motors Corp. in favor of Filinvest Credit
Corporation with the consent of the mortgagor-debtor Laus.
3. Filinvest in turn assigned the credit in favor of Servicewide
Specialists, Inc.
4. Laus failed to pay the monthly installment for April 1977 and
the succeeding 17 months. Servicewide demanded payment of the
entire outstanding balance with interests but Laus failed to pay
despite formal demands.
5. As a result of Laus failure to settle her obligation, or at least to
surrender possession of the motor vehicle for foreclosure,
Servicewide instituted a complaint for replevin, impleading Hilda
Tee and John Dee in whose custody the vehicle was believed to be at
the time of the filing of the suit. Plaintiff alleged, among others, that
it had superior lien over the mortgaged vehicle. The court approved
the replevin bond.
6. Alberto Villafranca filed a third party claim contending that he is
the absolute owner of the subject motor vehicle after purchasing it
from a certain Remedios Yang free from all lien and emcumbrances;
and that on July 1984, the said automobile was taken from his
residence by Deputy Sheriff Bernardo Bernabe pursuant to the
seizure order issued by the court a quo.
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7. Upon motion of the plaintiff below, Villafranca was substituted as
defendant and summons was served upon him. Villafranca moved for
the dismissal of the complaint on the ground that there is another
action pending between the same parties before the Makati RTC. The
court granted the the motion but subsequently set aside the order of
dismissal. For failure to file his Answer as required by the
court a quo, Villafranca was declared in default and plaintiffs
evidence was received ex parte.
8. The lower court later on dismissed the complaint for insufficiency
of evidence. Its motion for reconsideration having been denied,
petitioner appealed to CA on the ground that a suit for replevin
aimed at the foreclosure of a chattel is an action quasi in rem, and
does not require the inclusion of the principal obligor in the
Complaint.
9. CA affirmed the RTC decision. It also denied petitioners MR,
hence, the present petition for review on certiorari under Rule 45.
ISSUE:
W/N a case for replevin may be pursued against the defendant,
Alberto Villafranca, without impleading the absconding debtor-
mortgagor
HELD:
No. Rule 60 of the Revised Rules of Court requires that an applicant
for replevin must show that he is the owner of the property claimed,
particularly describing it, or is entitled to the possession
thereof. Where the right of the plaintiff to the possession of the
specified property is so conceded or evident, the action need only be
maintained against him who so possesses the property. In rem
action est per quam rem nostram quae ab alio possidetur petimus,
et semper adversus eum est qui rem possidet.
However, in case the right of possession on the part of the
plaintiff, or his authority to claim such possession or that
of his principal, is put to great doubt (a contending party
may contest the legal bases for plaintiffs cause of action or
an adverse and independent claim of ownership or right of
possession may be raised by that party), it could become
essential to have other persons involved and impleaded for
a complete determination and resolution of the
controversy.
In a suit for replevin, a clear right of possession must be
established. The conditions essential for foreclosure of chattel
mortgage would be to show, firstly, the existence of the chattel
mortgage and, secondly, the default of the mortgagor. Since the
mortgagees right of possession is conditioned upon the actual fact of
default which itself may be controverted, the inclusion of other
parties, like the debtor or the mortgagor himself, may be required in
order to allow a full and conclusive determination of the case. Laus,
being an indispensable party, should have been impleaded in the
complaint for replevin and damages. An indispensable party is one
whose interest will be affected by the courts action in the litigation,
and without whom no final determination of the case can be
had. Petition DENIED.

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 PAMECA WOOD TREATMENT PLANT, INC. V. CA, (1999) for more than the amount of the indebtedness secured, that the
Right to Surplus or Deficiency, Act. No 1508, Sec. 14 creditor would be entitled to the full amount for which it might be sold,
even though that amount was greatly in excess of the
Section 14 of Act No. 1508, as amended, or the Chattel Mortgage indebtedness. Such a result certainly was not contemplated by the
Law, states: legislature when it adopted Act No. 1508. There seems to be no reason
The officer making the sale shall, within 30 days thereafter, make in supporting that theory under the provision of the law. The value of the
writing a return of his doings and file the same in the office of the chattels changes greatly from time to time, and sometimes very
Registry of Deeds where the mortgage is recorded, and the Register of rapidly. If, for example, the chattels should greatly increase in value
Deeds shall record the same. The fees of the officer for selling the and a sale under that condition should result in largely overpaying the
property shall be the same as the case of sale on execution as provided indebtedness, and if the creditor is not permitted to retain the excess,
in Act 190, and the amendments thereto, and the fees of the Register then the same token would require the debtor to pay the deficiency in
of Deeds for registering the officers return shall be taxed as a part of case of a reduction in the price of the chattels between the date of the
the costs of sale, which the officer shall pay to the Register of contract and a breach of the condition.
Deeds. The return shall particularly describe the articles sold, and
state the amount received for each article, and shall operate as a And the fact that Act No. 1508 permits a private sale, such sale is not,
discharge of the lien thereon created by the mortgage. The proceeds in fact, a satisfaction of the debt, to any greater extent than the value
of such sale shall be applied to the payment: of the property at the time of the sale. The amount received at the time
1. first, of the costs and expenses of keeping and sale, and then of the sale, of course, always requiring good faith and honesty in the
2. to the payment of the demand or obligation secured by such sale, is only a payment, pro tanto, and an action may be maintained
mortgage, and for a deficiency in the debt.
3. the residue shall be paid to persons holding subsequent mortgages
in their order, and
4. the balance, after paying the mortgage, shall be paid to the
mortgagor or persons holding under him on demand.
Pledge Chattel Mortgage
Article 2115 Act No. 1508
the sale of the thing pledged entitles the mortgagor to the
extinguishes the entire principal balance of the proceeds, upon
obligation, such that the pledgor satisfaction of the principal
may no longer recover proceeds obligation and costs
of the sale in excess of the
amount of the principal
obligation
Since the Chattel Mortgage Law bars the creditor-mortgagee from
retaining the excess of the sale proceeds there is a corollary obligation
on the part of the debtor-mortgagee to pay the deficiency in case of a
reduction in the price at public auction.

The theory of the lower court would lead to the absurd conclusion that
if the chattels mentioned in the mortgage, given as security, should sell

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