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defendants-appellees.

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@ is is an appeal taken by Bacolod-Murcia Milling Co., Inc. from t e Order dated

November 28, 1967 issued by t e Court of First Instance of Rizal, Branc VI (Pasig), in
Civil Case No. 9185, as well as t e Order dated Marc 5, 1968 denying t e Motion for
its reconsideration. @ e Order ad dismissed, after a preliminary earing, on t e ground
of lack of cause of action, t e Amended and Supplemental Complaint against t e
defendants P ilippine National Bank (PNB) and National Investment and Development
Corporation (NIDC).

Plaintiff-appellant ad commenced, on Marc 18, 1966, an action for Injunction and

Pro ibition wit Damages against defendants First Farmers Milling Co., Inc. (FFMC),
various named planters including t ose similarly situated, and Ramon Nolan in is
capacity as Administrator of t e Sugar Quota Administration. It was alleged, 

9. @ at in t e year 1964 t e defendant First Farmers Milling Co., Inc., establis ed and
operated a sugar central known as t e First Farmers Sugar Central and for t e crop
years 1964-65 and 1965-66, t e defendants transferred t eir quota "A" allotments to t eir
co-defendant First Farmers Milling Co., Inc. and are actually milling t eir sugar wit t e
said First Farmers Milling Co., Inc., w ic illegal transfer as been made over t e
vigorous protest and objections of t e plaintiff, but wit t e unwarranted, unjustified and
likewise illegal approval of t eir co-defendant t e Sugar Quota Administration;"  

After t e defendants FFMC, t e ad ering planters, and t e Sugar Quota Administrator

ad filed t eir respective Answers, plaintiff-appellant filed, on May 2, 1967, a Motion to
admit Amended and Supplemental Complaint. As amended, PNB and NIDC were
included as new defendants in view of t e FFMC allegation in its Answer t at t e non-
inclusion of PNB and NIDC as party defendants, "w o became creditors of defendant
FFMC central prior to t e institution of t e instant case, and w o t erefore are
necessary parties, is fatal to t e complaint. " It was alleged t is time, 
 20. @ at defendants NIDC and PNB ave extended loans to defendant sugar mill in t e
amount of P12,210,000.00 on June 18, 1965, and P4,000,000.00 on Dec. 14, 1966,
respectively, to assist in t e illegal creation and operation of said mill, ence, a joint
tortfeasor in t e trespass of plaintiff's rig ts, aggravated by t e fact t at defendant mill
as only a paid up capital stock of P500,000.00, ence, said loans are far beyond t e
limits fixed by law; 

It was t en prayed t at defendants be ordered 

... jointly and severally to pay plaintiff actual and exemplary damages of not less t an Fl
million pesos and attorney's fees in t e amount of 101-C of said damages, plus legal
interest from t e filing of t e original complaint, plus costs. 

@ e defendants. except t e Sugar Quota Administrator, filed t eir respective Answer to

t e Amended and Supplemental Complaint. For t eir part, PNB and NIDC followed t is
wit a Motion to Set for Preliminary Bearing t eir special and affirmative defenses,
w ic were also grounds for dismissal. Opposition, reply memoranda, rejoinder, and
supplementary reply memoranda on t e Motion were submitted by t e contending
parties.

In t eir Answer, t e PNB and NIDC ad contended:

xxx xxx xxx

5. @ at bot t e defendants PNB and NIDC ave no participation w atsoever eit er

directly or indirectly on t e alleged illegal (transaction) transfers of t e defendant planters
from t e plaintiff to t e defendant mill, and t erefore, t e defendants PNB and NIDC
could not be eld liable for any damage t at t e plaintiffs alleged to ave suffered from
t e said particular act complained of; 

6. @ at t e granting of loans by t e defendants PNB and NIDC in favor of t e defendant

mill to finance t e construction of a sugar central did not violate any rig ts of t e plaintiff
in view of t e fact t at t e said loans were extended in t e ordinary and usual course of
business, as specifically aut orized-under t e respective C arter of t e defendants PNB
and NIDC, ence, t e latter defendants did not commit any tortious action against t e
plaintiffs and, consequently, t e plaintiffs ave no cause of action against t e defendants
PNB and NIDC. X 

As stated at t e outset, t e trial Court dismissed t e Amended and Supplemental

Complaint against t e PNB and t e NIDC after a preliminary earing on t e ground of
lack of cause of action.

@ e only issue t en is w et er or not t e allegations of t e Amended and Supplemental

Complaint constituted a sufficient cause of action against t e PNB and NIDC. 

A negative finding is called for. 

It is basic t at t e Complaint must contain a concise statement of t e ultimate facts

constituting t e plaintiff's cause of action. "Ultimate facts" are t e important and
substantial facts w ic eit er directly form and basis of t e plaintiff's primary rig t and
duty, or directly make up t e wrongful acts or omissions by t e defendant.


o en t e ground for dismissal is t at t e Complaint states no cause of action, t e rule

is t at its sufficiency can only be determined by considering t e facts alleged in t e
Complaint and no ot er. · @ e court may not consider ot er matters outside of t e
Complaint. Defenses averred by t e defendant are not to be taken into consideration
in ruling on t e motion.
@ e allegations in t e Complaint must be accepted as true and
it is not permissible to go beyond and outside of t em for date or facts.  And t e test of
sufficiency of t e facts alleged is w et er or not t e Court could render a valid judgment
as prayed for accepting as true t e exclusive facts set fort in t e Complaint. 

@ e subject Amended and Supplemental Complaint fails to meet t e test. It s ould be

noted t at it c arges PNB and NIDC wit aving assisted in t e illegal creation and
operation of defendant sugar mill. Granting, for t e sake of argument, t at, indeed,
assistance in t e "illegal" act was rendered, t e same, owever, is not supported by
well-pleaded averments of facts. Now ere is it alleged t at defendants-appellees ad
notice, information or knowledge of any flaw, muc less any illegality, in t eir co-
defendants' actuations, assuming t at t ere was suc a flaw or illegality. @ is absence
is fatal and buoy-up instead t e PNB-NIDC's position of lack of cause of action.

Alt oug it is averred t at t e defendants' acts were done in bad fait ,  t e Complaint
does not contain any averment of facts s owing t at t e acts were done in t e manner
alleged. Suc a bare statement neit er establis es any rig t or cause of action on t e
part of t e plaintiff-appellant. It is a mere conclusion of law not sustained by declarations
of facts, muc less admitted by defendants-appellees. It does not, t erefore, aid in any
wise t e complaint in setting fort a cause of action.  Defendants-appellees are not
fairly apprised of t e act or acts complained of. 

Besides, bad fait is never presumed (Civil Code, Art. 527). And, it as been eld t at
"to support a judgment for damages, m

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mm     ." 

o ile it is a settled rule t at a defective complaint may be cured by t e introduction of

sufficient evidence so as to constitute t e cause of action w ic t e plaintiff intended to
set fort in t e complaint, t e same merits t e Court's blessings only and unless t ere is
no objection or opposition from t e side of t e defendant. It is obvious t at t e
defendants-appellees, in t e case at bar, were vigilant of t eir rig t and were on t eir
guard from t e very initiation of t e complaint against t em. 

Plaintiff-appellant's allegation "t at defendants NIDC and PNB ave extended loans to
defendant sugar mill ..., to assist in t e illegal creation and operation of said mill, ence,
a joint tortfeasor in t e trespass of plaintiff's rig ts. ..." is, t erefore, a mere conclusion
not warranted by sufficient facts. o at appears from t e record is t at PNB and NIDC
came into t e picture in t e ordinary and usual course of its business after t e
borrowing entity ad establis ed itself as capable of being treated as a new milling
district (FFMC is officially designated as Mill District No. 49) because it could already
operate and ad its array of ad ering planters. "@ e doing of an act w ic is in itself
perfectly lawful win not render one liable as for a tort, simply because t e unintended
effect of suc act is to enable or assist anot er person to do or accomplis a wrong," X
assuming, of course, t at t ere was suc a wrong.

o
R
FOR
, wit out resolving t e issue in t e main case regarding t e alleged illegal
creation and operation of First Farmers Milling, Co., Inc., t ere aving been no
presentation of evidence as yet in t e lower Court, t e c allenged Order dismissing t e
Amended and Supplemental Complaint against defendants-appellees as well as t e
Order denying reconsideration t ereof, is ereby affirmed, and t e appeal dismissed.
Costs against plaintiff-appellant.

SO ORD
R
D. 

@              





R""' 
1 Record on Appeal, Complaint, p. 8. 
2 Supplement to Record on Appeal, Amended and Supplemental Complaint. pp. 12-13. 
3 Record on Appeal, Answer, pp. 46-47. 
4 Alzua and Arnalot vs. Jo nson, 21 P il. 308 (1912): Remitere, et al, vs. Vda. de Yulo, et al., 16 SCRA 251 (1966). 
5 Acuña vs. Batac Producers Cooperative, 20 SCRA 526 (1967); Mindanao Realty Corp. vs. Kintanar, et al, 6 SCRA
814 (1962). 
6 Reinares vs. Arrastria, 5 SCRA 748 (1962). 
7 De Jesus vs. Belarmino, 95 P il. 365 (1954). 
8 see Ventura vs. Bernabe, 38 SCRA 587 (1971). 
9 La Suerte Cigar and Cigarette Factory vs. (Central Azucarera del Danao, 23 SCRA 686 (1968). 
10 Supplement to Record on Appeal, Amended and Supplemental Complaint, p. 15. 
11 Alzua and Arnalot vs. Jo nson, supra, p. 383. 
12 i., p. 380. 
13 Konecny vs. o ensc u , 173 N.o. 901, 188 Iowa 1075; Noll v. Marian, 32 A. 2d 18, 347 Pa. 213 cited in Vol. 1
Cooley on @orts, p. 5 86 CJS 933. 

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