G.R. No. 183987 July 25, 2012 ASIA TRUST DEVELOPMENT AN!, P"#$#$o%"&, '(. )ARMELO *. TULE, R"(+o%"%#. -A)TS Carmelo H. Tuble, who served as the vice-president of petitioner Asia trust Development Bank availed himself of the car incentive plan and loan privileges offered b the bank. He was also entitled to the !enior "anagers Deferred #ncentive $lan %D#$& Tuble ac'uired a (issan )anette through the compan*s car incentive plan. The arrangement was made to appear as a lease agreement re'uiring onl the pament of monthl rentals. Accordingl, the lease would be terminated in case of the emploee*s resignation or retirement prior to full pament of the price. As regards the loan loan privileges, Tuble Tuble obtained three three separate loans. a.& +irst, a real estate loan evidenced b the anuar //0 $romissor note with maturit date of anuar , /// was secured b a mortgage over his propert covered b transfer certificate. b.& !econd was a consumption loan, evidenced b the anuar 1, //2 c.& Third, a salar loan. He resigned on "arch 01, //3 and was subse'uentl given the option to either return the vehicle without an further obligation or retain the unit or pa its remaining book value. Tuble had the following obligations to the bank after his retirement a.& The purchase or return of the (issan b.& 11,111 as consumption loan c.& 24,11 as real estate loan d.& 5,431 as salar loan "oreover, the bank also owed Tuble his pro-rata share in the D#$ which was to be issued after the bank had given the resigned emploees clearance and 43,6/6 representing his final salar and corresponding 0th month pa. He claimed that since he and the bank were debtors and creditors of each other, the offsetting of loans could legall take place. He then asked the bank to simpl compute his D#$ and appl his receivables to his loans. The bank refused and sent him a demand letter and re'uired him to return the (issan )anette. 7n August 2, //3, Tuble wrote the bank again to follow up his re'uest to offset the loans. This was not immediatel acted upon, and it was onl on 7ctober 0, //3 that the bank finall allowed the offsetting of his various claims and liabilities. As As a result, his liabilities were reduced to /61 thousand plus the unreturned value of the vehicle. The bank then filed a complaint for replevin against tuble. The 8udgement was favorable for the bank. To collect the liabilities of Tuble, it also filed a petition for e9tra-8udicial foreclosure of real estate mortgage over his propert. #t was based on his real estate loan. He redeemed the propert. :ith this pament, he was released from his accountabilities and had his clearance. The bank then issued the clearance necessar for the release of his D#$ share. Tuble received a manager*s check in the amount of 55,12/ representing his share in the D#$ funds. Tuble paid the redemption price but disputed its costing. He filed a complaint for recover of a sum of mone and damages before the ;TC. The ;TC ruled in favor of Tuble. The held that the value of the car should not have been included given that it was alread returned. The CA affirmed the ;TC.
ISSUES #!!<= > :hether or not the bank is entitled to include these items in the redemption price> the ? annual interest on the bid price of $24,11. RULING O- T*E )OURT The ? Annual #nterest on the Bid $rice of $24,11 T/" A++l$l" L The bank argues that instead of referring to the ;ules of Court to compute the redemption price, the courts a 'uo should have applied the @eneral Banking aw, considering that petitioner is a banking institution. The statute referred to re'uires that in the event of 8udicial or e9tra8udicial foreclosure of an mortgage on real estate that is used as securit for an obligation to an bank, banking institution, or credit institution, the mortgagor can redeem the propert b paing the amount fi9ed b the court in the order of e9ecution, with interest thereon at the rate specified in the mortgage. $etitioner is correct. From the plethora of cases, the SC held that the General Banking Act – being a special and subsequent legislation – has the effect of amending Section 6 of Act No !"!#, insofar as the redemption price is concerned, $hen the mortgagee is a bank %hus, the amount to be paid in redeeming the propert& is determined b& the General Banking Act, and not b& the 'ules of Court in 'elation to Act !"!# T/" R"4"y o -o&"lo(u&" +irstl, at the time respondent resigned, which was chronologicall before the foreclosure proceedings, he had several liabilities to the bank. !econdl, when the bank later on instituted the foreclosure proceedings, it foreclosed onl the mortgage secured b the real estate loan of $24,11.44 #t did not seek to include, in the foreclosure, the consumption loan under $romissor (ote (o. 120 or the other alleged obligations of respondent. Thirdl, on 4 +ebruar //5, the bank availed itself of the remed of foreclosure and, in doing so, effectivel gained the propert. As a result of these established facts, one evident conclusion surfaces> #/" R"l E(##" Mo6" )o%#&# o% #/" ("u&" +&o+"&#y $( l&"y "#$%6u$(/". #n foreclosures, the mortgaged propert is sub 8ected to the proceedings for the satisfaction of the obligation. As a result, pament is effected b abnormal means whereb the debtor is forced b a 8udicial proceeding to compl with the presentation or to pa indemnit. 7nce the proceeds from the sale of the propert are applied to the pament of the obligation, the obligation is alread e9tinguished. Thus, in !pouses ;omero v. Court of Appeals, the !C held that the mortgage indebtedness was e9tinguished with the foreclosure and sale of the mortgaged propert, and that what remained was the right of redemption granted b law. Conse'uentl, since the ;eal =state "ortgage Contract is alread e9tinguished, petitioner can no longer rel on it or invoke its provisions, including the dragnet clause stipulated therein. #t follows that the
bank cannot refer to the ? annual interest charged in $romissor (ote (o. 120, an obligation allegedl covered b the terms of the Contract. (either can the bank use the consummated contract to collect on the rest of the obligations, which were not included when it earlier instituted the foreclosure proceedings. #t cannot be allowed to use the same securit to collect on the other loans. To do so would be akin to foreclosing an alread foreclosed propert. R#/"& #/% &"ly$%6 o% % "+$&" o%#&#, #/" % (/oul /'" oll"#" o% #/" "lu" lo%( y $%(#$#u#$%6 #/" +&o+"& #$o%( o& &"o'"&y o (u4( o 4o%"y. S$4+ly +u#, +"#$#$o%"& (/oul /'" &u% #"& Tul" ("+&#"ly, $%(#" o /o(#6$%6 #/" (4" +&o+"&#y #o o'"& ll o /$( l$$l$#$"(. T/" D&6%"# )lu(" #n an event, assuming that the ;eal =state "ortgage Contract subsists, the !C ruled that the dragnet clause therein does not 8ustif the imposition of an ? annual interest on the redemption price. T/" )ou&# /( &"o6%$" #/#, #/&ou6/ &6%"# lu(", &"l "(##" 4o6" o%#&# 4y ""+#$o%lly ("u&" u#u&" lo%( o& '%"4"%#(. u# % ol$6#$o% $( %o# ("u&" y 4o6", u%l"((, #/# 4o6" o4"( $&ly $#/$% #/" #"&4( o #/" 4o6" o%#&#. "oreover, the mortgage agreement, being a contract of adhesion, is to be carefull scrutinied and strictl construed against the bank, the part that prepared the a greement. The Court finds that there is no specific mention of interest to be added in case of either default or redemption. The ;eal =state "ortgage Contract itself is silent on the computation of the redemption price. Although it refers to the $romissor (otes as constitutive of Tuble*s secured obligations, the said contract does not state that the interest to be charged in case of redemption should be what is specified in the $romissor (otes. Thus, an ambiguit results as to which interest shall be applied, for to appl an ? interest per annum based on $romissor (ote (o. 120 will negate the e9istence of the 1? interest charged b $romissor (ote (o. 124. (otabl, it is this latter $romissor (ote that refers to the principal agreement to which the securit attaches. #n resolving this ambiguit, the !C refer to a basic principle in the law of contracts> A%y 4$6u$#y $( #o " #"% o%#& +&o"&"%#"4, #/# $(, o%(#&u" 6$%(# #/" +&#y /o u(" #/" 4$6u$#y /$/ oul /'" 'o$" $# y #/" ""&$(" o l$##l" 4o&" &".: Therefore, the ambiguit in the mortgage deed whose terms are susceptible of different interpretations must be read against the bank that drafted it. +urthermore, the Court refuses to be blindsided b the dragnet clause in the ;eal =state "ortgage Contract to automaticall include the consumption loan, and its corresponding interest, in computing the redemption price. I% #/" ("%" o l"& % (u++o&#$'" "'$"%" o o%#&&y $%#"%#$o%, 4o6" o%#$%$%6 &6%"# lu(" $ll %o# " "#"%" #o o'"& u#u&" '%"(, u%l"(( #/" ou4"%# "'$"%$%6 #/" (u(";u"%# '%" &""&( #o #/" 4o6" ( +&o'$$%6 ("u&$#y #/"&"o&. #n this regard, the Court a dopted the reliance on the securit test, the test as follows> A 4o6" $#/ :&6%"# lu(": $( % :o"&: y #/" 4o6o& #o #/" % #o +&o'$" #/" ("u&$#y o #/" 4o6" o& '%"( o % /"% #/"y "&" 4". T/u(, $# ( o%lu" #/# #/" :o"&: ( %o# "+#" y #/" % /"% (u(";u"%# '%" ( 4" "u(" <1= #/"
("o% %o#" ( ("u&" y /##"l 4o6" o% "&#$% '"/$l"(, % #/" lu(" #/"&"$% (##" #/# #/" %o#" ( ("u&" y (u/ /##"l 4o6"> <2= #/"&" ( %o &""&"%" $% #/" ("o% %o#" o& /##"l 4o6" $%$#$%6 o%%"#$o% "#""% #/" &"l "(##" 4o6" % #/" '%"> <3= #/" 4o6o& ($6%" #/" &"l "(##" 4o6" y /"& %4" lo%", /"&"( #/" ("o% %o#" % /##"l 4o6" "&" ($6%" y #/" 4o6o& o$%6 u($%"(( u%"& % ((u4" %4"> % Article 441/ #f the obligation consists in the pament of a sum of mone and the debtor incurs in dela, the indemnit for damages, there being no stipulation shall be the pament of the interest agreed upon and in the absence of stipulation, the legal interest, which is si9 per cent per annum. :hile Article 441/ allows the recover of interest sans stipulation, this charge is provided not as a form of monetar interest but as one of compensator interest. a.& "onetar interest refers to the compensation set b the parties for the use or forbearance of mone. b.& Compensator interest refers to the penalt or indemnit for damages imposed b law or courts. This is due onl if the obligor is proven to have defaulted in paing the loan. A default must e9ist before the bank can collect the compensator legal interest of 4? per annum. Tuble denies being in default since b wa of legal compensation, he effectivel paid his liabilities on time. The court held that there was no legal compensation. #n order for legal compensation to take effect, article 46/ re'uires that the debts be li'uidated and demandable. a. ;e'uisites for legal compensation> i.& That each one of the obligors be bound phsicall, and that he be at the same time a principal creditor of the other. ii.& That both debts consist in a sum of mone, or if the things due are consumable, the be of the same kind, and also of the same 'ualit if the latter has been stated. iii.& That the two debts be due
iv.& That the be li'uidated and demandable v.& That over neither of them there be an persons and communicated n due time to the
retention, or controvers, commenced b third debtor.
i'uidated debts are those who e9act amount has alread been determined. #n this case, the receivable of Tuble, including his D#$ share was not et determined. #t was the bank*s polic to compute and issue the computation onl after the retired emploee had been cleared b the bank. Thus, Tuble incorrectl invoked legal compensation.
