Professional Documents
Culture Documents
GONZALES
vs.
PNB
examination
would
violate
the
confidentiality
of
the
records
of
the
G.R.
No.
L-‐3320
–
May
30,
1983
respondent
bank
as
provided
in
Section
16
of
its
charter,
Republic
Act
No.
1300,
as
amended;
and
that
the
petitioner
has
not
exhausted
his
FACTS:
administrative
remedies.
Previous
to
the
present
action,
the
petitioner
instituted
several
cases
questioning
different
transactions
entered
into
by
PNB
with
other
ISSUE:
parties.
First
among
them
is
civil
case
filed
by
the
petitioner
as
a
Whether
or
not
the
lower
court
erred
in
denying
the
request
of
the
taxpayer
vs.
the
Commissioner
of
Public
Highways,
et
al.
In
the
course
petitioner
to
inspect
the
book
and
records
of
the
bank.
of
the
hearing
of
said
case,
the
personality
of
herein
petitioner
to
sue
the
bank
and
question
the
letters
of
credit
it
has
extended
for
the
HELD:
importation
by
the
Republic
of
the
Philippines
of
public
works
No.
Among
the
changes
introduced
in
the
new
Code
with
respect
to
the
equipment
intended
for
the
massive
development
program
of
the
right
of
inspection
granted
to
a
stockholder
are
the
following:
the
President
was
raised.
In
view
thereof,
he
expressed
and
made
known
records
must
be
kept
at
the
principal
office
of
the
corporation;
the
his
intention
to
acquire
one
share
of
stock
from
Congressman
inspection
must
be
made
on
business
days;
the
stockholder
may
Justiniano
Montano
which
was
transferred
in
his
name
in
the
books
of
demand
a
copy
of
the
excerpts
of
the
records
or
minutes;
and
the
the
Bank.
Subsequent
to
his
aforementioned
acquisition
of
one
share
of
refusal
to
allow
such
inspection
shall
subject
the
erring
officer
or
stock
of
the
Bank,
petitioner,
in
his
dual
capacity
as
a
taxpayer
and
agent
of
the
corporation
to
civil
and
criminal
liabilities.
However,
stockholder,
filed
the
several
cases
involving
the
bank
or
the
members
while
seemingly
enlarging
the
right
of
inspection,
the
new
Code
has
of
its
Board
of
Directors.
Petitioner
addressed
a
letter
to
the
President
prescribed
limitations
to
the
same.
It
is
now
expressly
required
as
of
the
Bank
requesting
submission
to
look
into
the
records
of
its
a
condition
for
such
examination
that
the
one
requesting
(1)
it
must
transactions
covering
the
purchase
of
a
sugar
central
by
the
Southern
not
have
been
guilty
of
using
improperly
any
information
secured
Negros
Development
Corp.
to
be
financed
by
Japanese
suppliers
and
through
a
prior
examination,
and
(2)
that
the
person
asking
for
financiers;
its
financing
of
the
Cebu-‐Mactan
Bridge
to
be
constructed
by
such
examination
must
be
"acting
in
good
faith
and
for
a
V.C.
Ponce,
Inc.
and
the
construction
of
the
Passi
Sugar
Mills
in
Iloilo.
legitimate
purpose
in
making
his
demand."
The
Asst.
Vice
President
and
Legal
Counsel
of
the
Bank
answered
petitioner's
letter
denying
his
request
for
being
not
germane
to
his
The
unqualified
provision
on
the
right
of
inspection
previously
interest
as
a
one
share
stockholder
and
for
the
cloud
of
doubt
as
to
his
contained
in
Section
51,
Act
No.
1459,
as
amended,
no
longer
holds
true
real
intention
and
purpose
in
acquiring
said
share.
In
view
of
the
Bank's
under
the
provisions
of
the
present
law.
The
argument
of
the
petitioner
refusal,
the
petitioner
instituted
this
action.
that
the
right
granted
to
him
under
Section
51
of
the
former
COURT
A
QUO:
Denied
petitioner’s
request
to
look
into
the
books
of
Corporation
Law
should
not
be
dependent
on
the
propriety
of
his
the
bank
on
the
grounds
that
the
right
of
a
stockholder
to
inspect
the
motive
or
purpose
in
asking
for
the
inspection
of
the
books
of
the
record
of
the
business
transactions
of
a
corporation
granted
under
respondent
bank
loses
whatever
validity
it
might
have
had
before
the
Section
51
of
the
former
Corporation
Law
is
not
absolute,
but
is
limited
amendment
of
the
law.
If
there
is
any
doubt
in
the
correctness
of
the
to
purposes
reasonably
related
to
the
interest
of
the
stockholder,
must
ruling
of
the
trial
court
that
the
right
of
inspection
granted
under
be
asked
for
in
good
faith
for
a
specific
and
honest
purpose
and
not
Section
51
of
the
old
Corporation
Law
must
be
dependent
on
a
showing
gratify
curiosity
or
for
speculative
or
vicious
purposes;
that
such
of
proper
motive
on
the
part
of
the
stockholder
demanding
the
same,
it
is
now
dissipated
by
the
clear
language
of
the
pertinent
provision
ASSOCIATED
BANK
vs.
CA
contained
in
Section
74
of
Batas
Pambansa
Blg
68.
G.R.
No.
123793
–
June
29,
1998
Although
the
petitioner
has
claimed
that
he
has
justifiable
motives
in
FACTS:
seeking
the
inspection
of
the
books
of
the
respondent
bank,
he
has
not
On
September
16,
1975
Associated
Banking
Corporation
and
Citizens
set
forth
the
reasons
and
the
purposes
for
which
he
desires
such
Bank
and
Trust
Company
merged
to
form
just
one
banking
corporation
inspection,
except
to
satisfy
himself
as
to
the
truth
of
published
reports
known
as
Associated
Citizens
Bank,
the
surviving
bank.
On
or
about
regarding
certain
transactions
entered
into
by
the
respondent
bank
and
March
10,
1981,
the
Associated
Citizens
Bank
changed
its
corporate
to
inquire
into
their
validity.
The
circumstances
under
which
he
name
to
Associated
Bank
by
virtue
of
the
Amended
Articles
of
acquired
one
share
of
stock
in
the
respondent
bank
purposely
to
Incorporation.
On
September
7,
1977,
the
defendant
executed
in
favor
exercise
the
right
of
inspection
do
not
argue
in
favor
of
his
good
faith
of
Associated
Bank
a
promissory
note
whereby
the
former
undertook
and
proper
motivation.
Admittedly
he
sought
to
be
a
stockholder
in
to
pay
the
latter
the
sum
of
P2,500,000.00
payable
on
or
before
March
order
to
pry
into
transactions
entered
into
by
the
respondent
bank
6,
1978.
As
per
said
promissory
note,
the
defendant
agreed
to
pay
even
before
he
became
a
stockholder.
His
obvious
purpose
was
to
arm
interest
at
14%
per
annum,
3%
per
annum
in
the
form
of
liquidated
himself
with
materials
which
he
can
use
against
the
respondent
bank
damages,
compounded
interests,
and
attorney’s
fees,
in
case
of
for
acts
done
by
the
latter
when
the
petitioner
was
a
total
stranger
to
litigation
equivalent
to
10%
of
the
amount
due.
The
defendant,
to
date,
the
same.
He
could
have
been
impelled
by
a
laudable
sense
of
civic
still
owes
plaintiff
bank
the
amount
of
P2,250,000.00
exclusive
of
consciousness,
but
it
could
not
be
said
that
his
purpose
is
germane
to
interest
and
other
charges.
Despite
repeated
demands
the
defendant
his
interest
as
a
stockholder.
failed
to
pay
the
amount
due.
OTHER
ISSUE:
(baka
lang
matanong)
The
defendant
denied
all
the
pertinent
allegations
in
the
complaint
and
The
Philippine
National
Bank
is
not
an
ordinary
corporation.
Having
a
alleged
as
affirmative
and[/]or
special
defenses
that
the
complaint
charter
of
its
own,
it
is
not
governed,
as
a
rule,
by
the
Corporation
Code
states
no
valid
cause
of
action;
that
the
plaintiff
is
not
the
proper
party
of
the
Philippines.
Section
4
of
the
said
Code
provides:
“Corporations
in
interest
because
the
promissory
note
was
executed
in
favor
of
created
by
special
laws
or
charters
shall
be
governed
primarily
by
the
Citizens
Bank
and
Trust
Company;
provisions
of
the
special
law
or
charter
creating
them
or
applicable
to
them,
supplemented
by
the
provisions
of
this
Code,
insofar
as
they
are
ISSUE:
applicable."
The
provision
of
Section
74
of
Batas
Pambansa
Blg.
68
of
Whether
or
not
Associated
Bank,
the
surviving
corporation,
may
the
new
Corporation
Code
with
respect
to
the
right
of
a
stockholder
to
enforce
the
promissory
note
made
by
private
respondent
in
favor
of
demand
an
inspection
or
examination
of
the
books
of
the
corporation
CBTC,
the
absorbed
company,
after
the
merger
agreement
had
been
may
not
be
reconciled
with
the
provisions
of
the
charter
of
the
signed.
respondent
bank.
It
is
not
correct
to
claim,
therefore,
that
the
right
of
inspection
under
Section
74
of
the
new
Corporation
Code
may
apply
in
HELD:
a
supplementary
capacity
to
the
charter
of
the
respondent
bank.
Ordinarily,
in
the
merger
of
two
or
more
existing
corporations,
one
of
the
combining
corporations
survives
and
continues
the
combined
business,
while
the
rest
are
dissolved
and
all
their
rights,
properties
and
liabilities
are
acquired
by
the
surviving
corporation.
Although
there
is
a
dissolution
of
the
absorbed
corporations,
there
is
no
winding
up
of
“Upon
the
effective
date
of
the
merger,
all
references
to
their
affairs
or
liquidation
of
their
assets,
because
the
surviving
[CBTC]
in
any
deed,
documents,
or
other
papers
of
corporation
automatically
acquires
all
their
rights,
privileges
and
whatever
kind
or
nature
and
wherever
found
shall
be
powers,
as
well
as
their
liabilities.
deemed
for
all
intents
and
purposes,
references
to
[ABC],
the
SURVIVING
BANK,
as
if
such
references
were
direct
The
merger,
however,
does
not
become
effective
upon
the
mere
references
to
[ABC].
“
agreement
of
the
constituent
corporations.
The
procedure
to
be
followed
is
prescribed
under
the
Corporation
Code
Section
79
of
said
Thus,
the
fact
that
the
promissory
note
was
executed
after
the
Code
requires
the
approval
by
the
Securities
and
Exchange
Commission
effectivity
date
of
the
merger
does
not
militate
against
petitioner.
The
(SEC)
of
the
articles
of
merger
which,
in
turn,
must
have
been
duly
agreement
itself
clearly
provides
that
all
contracts
-‐-‐
irrespective
of
the
approved
by
a
majority
of
the
respective
stockholders
date
of
execution
-‐-‐
entered
into
in
the
name
of
CBTC
shall
be
of
the
constituent
corporations.
The
same
provision
further
states
understood
as
pertaining
to
the
surviving
bank,
herein
that
the
merger
shall
be
effective
only
upon
the
issuance
by
the
SEC
of
a
petitioner.
Since,
in
contrast
to
the
earlier
aforequoted
provision,
the
certificate
of
merger.
The
effectivity
date
of
the
merger
is
crucial
for
latter
clause
no
longer
specifically
refers
only
to
contracts
existing
at
determining
when
the
merged
or
absorbed
corporation
ceases
to
exist;
the
time
of
the
merger,
no
distinction
should
be
made.
The
clause
must
and
when
its
rights,
privileges,
properties
as
well
as
liabilities
pass
on
have
been
deliberately
included
in
the
agreement
in
order
to
protect
to
the
surviving
corporation.
the
interests
of
the
combining
banks;
specifically,
to
avoid
giving
the
merger
agreement
a
farcical
interpretation
aimed
at
evading
fulfillment
The
records
do
not
show
when
the
SEC
approved
the
merger.
Private
of
a
due
obligation.
respondent’s
theory
is
that
it
took
effect
on
the
date
of
the
execution
of
the
agreement
itself,
which
was
September
16,
1975.
Private
Thus,
although
the
subject
promissory
note
names
CBTC
as
the
payee,
respondent
contends
that,
since
he
issued
the
promissory
note
to
CBTC
the
reference
to
CBTC
in
the
note
shall
be
construed,
under
the
very
on
September
7,
1977
-‐-‐
two
years
after
the
merger
agreement
had
provisions
of
the
merger
agreement,
as
a
reference
to
petitioner
bank,
been
executed
-‐-‐
CBTC
could
not
have
conveyed
or
transferred
to
“as
if
such
reference
[was
a]
direct
reference
to”
the
latter
“for
all
petitioner
its
interest
in
the
said
note,
which
was
not
yet
in
existence
at
intents
and
purposes.”
the
time
of
the
merger.
Therefore,
petitioner,
the
surviving
bank,
has
no
right
to
enforce
the
promissory
note
on
private
respondent;
such
No
other
construction
can
be
given
to
the
unequivocal
right
properly
pertains
only
to
CBTC.
stipulation.
Being
clear,
plain
and
free
of
ambiguity,
the
provision
must
be
given
its
literal
meaning
and
applied
without
a
convoluted
Assuming
that
the
effectivity
date
of
the
merger
was
the
date
of
its
interpretation.
Verba
legis
non
est
recedendum
execution,
the
Supreme
Court
still
does
not
agree
that
the
petitioner
has
no
longer
any
interest
in
the
promissory
note
due
to
the
fact
that
the
contract
was
enforced
prior
to
the
issuance
of
certificate
of
merger.
The
agreement
clearly
provides
that:
MINDANAO
SAVINGS
vs.
CA
published.
During
the
public
auction
on
May
17,
1993,
Willkom
was
G.R.
No.
178618
–
October
20,
2010
the
highest
bidder.
A
certificate
of
sale
was
issued
and
eventually
registered
with
the
Register
of
Deeds
of
Cagayan
de
Oro
City.
Upon
the
FACTS:
expiration
of
the
redemption
period,
sheriff
Bantuas
issued
the
sheriff's
The
First
Iligan
Savings
and
Loan
Association,
Inc.
(FISLAI)
and
the
definite
deed
of
sale.
New
certificates
of
title
covering
the
subject
Davao
Savings
and
Loan
Association,
Inc.
(DSLAI)
are
entities
duly
properties
were
issued
in
favor
of
Willkom.
On
September
20,
1994,
registered
with
the
Securities
and
Exchange
Commission
(SEC),
which
Willkom
sold
one
of
the
subject
parcels
of
land
to
Go.
primarily
engaged
in
the
business
of
granting
loans
and
receiving
deposits
from
the
general
public,
and
treated
as
banks.
On
June
14,
1995,
MSLAI,
represented
by
PDIC,
filed
before
the
RTC
Cagayan
de
Oro
City,
a
complaint
for
Annulment
of
Sheriff's
Sale,
In
1985,
FISLAI
and
DSLAI
entered
into
a
merger,
with
DSLAI
as
the
Cancellation
of
Title
and
Reconveyance
of
Properties
against
surviving
corporation.
The
articles
of
merger
were
not
registered
with
respondents.
MSLAI
alleged
that
the
sale
on
execution
of
the
subject
the
SEC
due
to
incomplete
documentation.
Then,
DSLAI
changed
its
properties
was
conducted
without
notice
to
it
and
PDIC;
that
PDIC
only
corporate
name
to
MSLAI
(Mindanao
Savings)
by
way
of
an
amendment
came
to
know
about
the
sale
for
the
first
time
in
February
1995
while
to
Article
1
of
its
Articles
of
Incorporation,
but
the
amendment
was
discharging
its
mandate
of
liquidating
MSLAI's
assets;
that
the
approved
by
the
SEC
only
on
1987.
Meanwhile,
on
May
26,
1986,
the
execution
of
the
RTC
decision
in
Civil
Case
between
Uy
and
FISLAI
was
Board
of
Directors
of
FISLAI
passed
and
approved
by
aBoard
illegal
and
contrary
to
law
and
jurisprudence,
not
only
because
PDIC
Resolution
assigning
its
assets
in
favor
of
DSLAI
which
in
turn
assumed
was
not
notified
of
the
execution
sale,
but
also
because
the
assets
of
an
the
former's
liabilities.
The
business
of
MSLAI,
however,
failed.
institution
placed
under
receivership
or
liquidation
such
as
MSLAI
Hence,
the
Monetary
Board
of
the
Central
Bank
of
the
Philippines
should
be
deemed
in
custodia
legis
and
should
be
exempt
from
any
ordered
its
closure
and
placed
it
under
receivership
in
1990.
In
order
of
garnishment,
levy,
attachment,
or
execution.
1991,
the
Monetary
Board
ordered
the
liquidation
of
MSLAI,
with
PDIC
as
its
liquidator.
Respondent’s
contention:
That
MSLAI
had
no
cause
of
action
against
them
or
the
right
to
recover
Prior
to
the
closure
of
MSLAI,
Uy
filed
with
the
RTC
of
Iligan
City,
the
subject
properties
because
MSLAI
is
a
separate
and
distinct
entity
an
action
for
collection
of
sum
of
money
against
FISLAI
where
the
from
FISLAI.
They
further
contended
that
the
"unofficial
merger"
RTC
issued
a
summary
decision
in
favor
of
Uy,
directing
between
FISLAI
and
DSLAI
(now
MSLAI)
did
not
take
effect
considering
defendants
therein
(which
included
FISLAI)
to
pay
the
former
the
that
the
merging
companies
did
not
comply
with
the
formalities
and
sum
of
P136,801.70,
plus
interest
until
full
payment,
25%
as
procedure
for
merger
or
consolidation
as
prescribed
by
the
attorney's
fees,
and
the
costs
of
suit.
The
decision
was
modified
by
Corporation
Code
of
the
Philippines.
Finally,
they
claimed
that
FISLAI
is
the
CA
by
further
ordering
the
third-‐party
defendant
(I
presume
still
a
SEC
registered
corporation
and
could
not
have
been
absorbed
by
this
is
MSLAI)
therein
to
reimburse
the
payments
that
would
be
petitioner.
(Remember:
that
the
property
levied
was
the
property
made
by
the
defendants(FISLAI).
The
decision
became
final
and
originally
owned
by
the
FISLAI
and
that
the
claim
of
UY
in
the
civil
case
executory
on
1992.
A
writ
of
execution
was
thereafter
issued.
Now
the
was
originally
directed
against
FISLAI)
sheriff,
Bantuas,
levied
on
six
(6)
parcels
of
land
owned
by
FISLAI
located
in
Cagayan
de
Oro
City,
and
the
notice
of
sale
was
subsequently
RTC
of
CAGAYAN
DE
ORO:
dismissed
the
case
on
the
ground
of
lack
of
that
the
merger
is
not
inconsistent
with
the
Corporation
Code
or
jurisdiction
since
the
decision
ordering
the
sale
is
made
by
a
court
w/
existing
laws.
Where
a
party
to
the
merger
is
a
special
corporation
concurrent
jurisdiction
(db
the
civil
case
was
filed
with
rtc
iligan
city)
governed
by
its
own
charter,
the
Code
particularly
mandates
that
a
favorable
recommendation
of
the
appropriate
government
agency
CA:
dismissed/
sustained
the
dismissal
but
not
on
the
ground
of
should
first
be
obtained.
jurisdiction
but
said
that
there
was
in
fact
no
merger
or
consolidation
for
their
failure
to
follow
the
procedure
laid
down
by
the
Corporation
In
this
case,
it
is
undisputed
that
the
articles
of
merger
between
Code
for
a
valid
merger
or
consolidation,
hence
with
separate
FISLAI
and
DSLAI
were
not
registered
with
the
SEC
due
to
personalities.
Implications:
incomplete
documentation.
Consequently,
the
SEC
did
not
issue
the
required
certificate
of
merger.
Even
if
it
is
true
that
the
Monetary
1. The
decision
cannot
be
annulled
since
the
order
of
sale
Board
of
the
Central
Bank
of
the
Philippines
recognized
such
merger,
is
valid,
the
FISLAI
having
a
separate
juridical
the
fact
remains
that
no
certificate
was
issued
by
the
SEC.
Such
merger
personality.
is
still
incomplete
without
the
certification.
2. If
there
was
a
de
facto
merger,
Willkon
is
an
innocent
purchaser
for
value
relying
on
the
clean
certificate
of
The
issuance
of
the
certificate
of
merger
is
crucial
because
not
only
title
does
it
bear
out
SEC's
approval
but
it
also
marks
the
moment
when
the
3. The
assignment
of
assets
and
liabilities
of
FISLAI
to
consequences
of
a
merger
take
place.
By
operation
of
law,
upon
the
MSLAI
is
not
binding
to
3rd
persons
for
failure
to
reg.
effectivity
of
the
merger,
the
absorbed
corporation
ceases
to
exist
but
the
merger.
its
rights
and
properties,
as
well
as
liabilities,
shall
be
taken
and
deemed
transferred
to
and
vested
in
the
surviving
corporation.
There
ISSUE:
being
no
merger
between
FISLAI
and
DSLAI
(now
MSLAI),
for
third
Whether
or
not
the
merger
was
valid
and
effective?
parties
such
as
respondents,
the
two
corporations
shall
not
be
considered
as
one
but
two
separate
corporations.
HELD:
NO.
IT
IS
NOT
VALID
and
EFFECTIVE.
In
the
instant
case,
as
far
as
third
parties
are
concerned,
the
assets
of
FISLAI
remain
as
its
assets
and
cannot
be
considered
as
belonging
to
The
merger
does
not
become
effective
upon
the
mere
agreement
of
the
DSLAI
and
MSLAI,
notwithstanding
the
Deed
of
Assignment
wherein
constituent
corporations.
Since
a
merger
or
consolidation
involves
FISLAI
assigned
its
assets
and
properties
to
DSLAI,
and
the
latter
fundamental
changes
in
the
corporation,
as
well
as
in
the
rights
of
assumed
all
the
liabilities
of
the
former.
As
provided
in
Article
1625
of
stockholders
and
creditors,
there
must
be
an
express
provision
of
law
the
Civil
Code,
"an
assignment
of
credit,
right
or
action
shall
produce
no
authorizing
them.
The
steps
in
accomplishing
effect
as
against
third
persons,
unless
it
appears
in
a
public
instrument,
merger/consolidation
is
found
in
SEC
76
to
79
of
Corp
Code.
or
the
instrument
is
recorded
in
the
Registry
of
Property
in
case
the
(check
codal)
assignment
involves
real
property."
The
certificates
of
title
of
the
subject
properties
were
clean
and
contained
no
annotation
of
the
fact
of
Clearly,
the
merger
shall
only
be
effective
upon
the
issuance
of
a
assignment.
Respondents
cannot,
therefore,
be
faulted
for
enforcing
certificate
of
merger
by
the
SEC,
subject
to
its
prior
determination
their
claim
against
FISLAI
on
the
properties
registered
under
its
name.
Accordingly,
MSLAI,
as
the
successor-‐in-‐interest
of
DSLAI,
has
no
legal
On
December
22,
1980,
the
Bank
of
the
Philippine
Islands
(BPI)
and
standing
to
annul
the
execution
sale
over
the
properties
of
FISLAI.
With
CBTC
entered
into
a
merger,
wherein
BPI,
as
the
surviving
corporation,
more
reason
can
it
not
cause
the
cancellation
of
the
title
to
the
subject
acquired
all
the
assets
and
assumed
all
the
liabilities
of
CBTC.
properties
of
Willkom
and
Go.
ELISCON
encountered
financial
difficulties
and
became
heavily
BABST
vs.
CA
indebted
to
the
Development
Bank
of
the
Philippines
(DBP).
In
order
to
G.R.
No.
99398
–
January
26,
2001
settle
its
obligations,
ELISCON
proposed
to
convey
to
DBP
by
way
of
dacion
en
pago
all
its
fixed
assets
mortgaged
with
DBP,
as
payment
FACTS:
for
its
total
indebtedness.
BPI
filed
a
complaint
to
enforce
payment
of
a
promissory
note
and
three
domestic
letters
of
credit
which
Elizalde
Steel
Consolidated,
Inc.
DBP
formally
took
over
the
assets
of
ELISCON,
including
its
(ELISCON)
executed
and
opened
with
the
Commercial
Bank
and
Trust
indebtedness
to
BPI.
Thereafter,
DBP
proposed
formulas
for
the
Company
(CBTC),
predecessor
of
BPI.
settlement
of
all
of
ELISCON's
obligations
to
its
creditors,
but
BPI
expressly
rejected
the
formula
submitted
to
it
for
not
being
acceptable.
ELISCON
obtained
from
CBTC
a
loan
in
the
amount
of
P8,015,900.84,
with
14%
annual
interest,
evidenced
by
a
promissory
note.
ELISCON
BPI,
as
successor-‐in-‐interest
of
CBTC,
instituted
with
the
Regional
Trial
defaulted
in
its
payments,
leaving
an
outstanding
indebtedness
in
the
Court
of
Makati,
a
complaint
for
sum
of
money
against
ELISCON,
MULTI
amount
of
P2,795,240.
The
letters
of
credit,
on
the
other
hand,
were
and
BABST.
opened
for
ELISCON
by
CBTC
using
the
credit
facilities
of
Pacific
Multi-‐
Commercial
Corporation
(MULTI)
with
the
said
bank,
wherein,
the
RTC-‐Makati
ruled
in
favor
of
BPI.
Pacific
Multi-‐Commercial
Corporation
solidarily
guaranteed
the
payment
of
the
corresponding
Letters
of
Credit
upon
maturity
of
the
CA
affirmed
with
modification
RTC’s
judgment.
same.
Subsequently,
Antonio
Roxas
Chua
(president
and
general
manager
of
MULTI)
and
Chester
G.
Babst
executed
a
Continuing
• Petitioner
Babst
alleged
that
DBP
sold
all
of
ELISCON's
assets
Suretyship,
whereby
they
bound
themselves
jointly
and
severally
liable
to
the
National
Development
Company,
for
the
latter
to
take
to
pay
any
existing
indebtedness
of
MULTI
to
CBTC
to
the
extent
of
over
and
continue
the
operation
of
its
business.
Also,
P8,000,000.00
each.
Babst
averred
that
the
assets
of
ELISCON
which
were
acquired
by
the
DBP,
and
later
transferred
to
the
NDC,
were
placed
CBTC
opened
for
ELISCON
in
favor
of
National
Steel
Corporation
three
under
the
Asset
Privatization
Trust
pursuant
to
Proclamation
(3)
domestic
letters
of
credit
in
the
amounts
of
P1,946,805.73,
No.
50,
issued
by
then
President
Corazon
C.
Aquino.
P1,702,869.32
and
P200,307.72,
respectively,
which
ELISCON
used
to
purchase
tin
black
plates
from
National
Steel
Corporation.
ELISCON
• BPI
countered
that
by
virtue
of
its
merger
with
CBTC,
it
defaulted
in
its
obligation
to
pay
the
amounts
of
the
letters
of
credit,
acquired
all
the
latter's
rights
and
interest
including
all
leaving
an
outstanding
account,
as
of
October
31,
1982,
in
the
total
receivables;
that
in
order
to
effect
a
valid
novation
by
amount
of
P3,963,372.08.
substitution
of
debtors,
the
consent
of
the
creditor
must
be
express;
that
in
addition,
the
consent
of
BPI
must
appear
in
its
books,
it
being
a
private
corporation;
that
BPI
intentionally
did
The
authority
granted
by
BPI
to
its
account
officer
to
attend
the
not
consent
to
the
assumption
by
DBP
of
the
obligations
of
creditors'
meeting
was
an
authority
to
represent
the
bank,
such
that
ELISCON
because
it
wanted
to
preserve
intact
its
causes
of
when
he
failed
to
object
to
the
substitution
of
debtors,
he
did
so
on
action
and
legal
recourse
against
Pacific
Multi-‐Commercial
behalf
of
and
for
the
bank.
Even
granting
arguendo
that
the
said
Corporation
and
Babst
as
sureties
of
ELISCON
and
not
of
DBP;
account
officer
was
not
so
empowered,
BPI
could
have
subsequently
that
MULTI
expressly
bound
itself
solidarily
for
ELISCON's
registered
its
objection
to
the
substitution,
especially
after
it
had
obligations
to
CBTC
in
its
Resolution
wherein
it
allowed
the
already
learned
that
DBP
had
taken
over
the
assets
and
assumed
the
latter
to
use
its
credit
facilities;
and
that
the
suretyship
liabilities
of
ELISCON.
Its
failure
to
do
so
can
only
mean
acquiescence
in
agreement
executed
by
Babst
does
not
exclude
liabilities
the
assumption
by
DBP
of
ELISCON's
obligations.
As
repeatedly
pointed
incurred
by
MULTI
on
behalf
of
third
parties,
such
as
ELISCON.
out
by
ELISCON
and
MULTI,
BPI's
objection
was
to
the
proposed
payment
formula,
not
to
the
substitution
itself.
ISSUE:
Whether
or
not
BPI
has
legal
capacity
to
recover
ELISCON
and
MULTI’s
obligation
to
CBTC
by
virtue
of
a
valid
merger.
(2) WON
the
obligations
of
Babst
and
Multi
under
the
contract
of
suretyship
were
extinguished
thru
novation.
HELD:
YES.
It
is
settled
that
in
the
merger
of
two
existing
corporations,
one
of
YES.
BPI's
conduct
evinced
a
clear
and
unmistakable
the
corporations
survives
and
continues
the
business,
while
the
other
is
consent
to
the
substitution
of
DBP
for
ELISCON
as
debtor.
dissolved
and
all
its
rights,
properties
and
liabilities
are
acquired
by
the
Hence,
there
was
a
valid
novation
which
resulted
in
the
surviving
corporation.
Hence,
BPI
has
a
right
to
institute
the
case
a
quo.
release
of
ELISCON
from
its
obligation
to
BPI,
whose
cause
of
action
should
be
directed
against
DBP
as
the
new
(1) WON
BPI
consented
to
the
assumption
by
DBP
of
the
obligations
debtor.
of
ELISCON.
Novation
has
dual
functions
—
one
to
extinguish
an
YES.
There
exist
clear
indications
that
BPI
was
aware
of
existing
obligation,
the
other
to
substitute
a
new
one
in
its
the
assumption
by
DBP
of
the
obligations
of
ELISCON.
In
place
—
requiring
a
conflux
of
four
essential
requisites,
(1)
fact,
BPI
admits
that
—
a
previous
valid
obligation;
(2)
an
agreement
of
all
parties
"the
Development
Bank
of
the
concerned
to
a
new
contract;
(3)
the
extinguishment
of
the
Philippines
(DBP),
for
a
time,
had
old
obligation;
and
(4)
the
birth
of
a
valid
new
obligation.
proposed
a
formula
for
the
settlement
of
ELISCON's
past
The
original
obligation
having
been
extinguished,
the
obligations
to
its
creditors,
including
contracts
of
suretyship
executed
separately
by
Babst
and
the
plaintiff
[BPI],
but
the
formula
MULTI,
being
accessory
obligations,
are
likewise
was
expressly
rejected
by
the
plaintiff
extinguished.
as
not
acceptable
(long
before
the
filing
of
the
complaint
at
bar)."