REPUBLIC OF THE PHILIPPINES NATIONAL NATIONAL CAPITAL JUDICIAL REGION REGIO N REGIONAL TRIAL COURT MAKATI CITY, BRANCH I ROLANDO PASCUAL, Plaintiff, - versus -
CIVIL CASE NO. 321-2015 F!" Collection of a Sum of Money in the amount of P3,300,000.00.
A#B COMPANY, ERNESTO SANTOS, $%& MARGARET CASAS, Defendants. ____________________________ ___________________________________________ _____________________________ __________________ ____
PLAINTIFF'S TRIAL MEMORANDUM Plaint Plaintiff iff ROLANDO PASCUAL , by counsel, respectfully submits the instant memorandum:
STATEMENT STATEMENT OF FACTS AND OF O F THE CASE CA SE 1
Plaintiff ROLAN (“Pascual! instituted instituted this case for the ROLANDO DO PASCU PASCUAL AL (“Pascual! collection of the balance of T(O UNPAID LOANS , as "ell as for interests and dama#es. $e is a %ilipino, of le#al a#e, and a resident of &0 'e#alado ve., )orth %airvie", *ue+on ity.
efendant A#B REALTY COMPANY (“ompany! is a corporation duly or#ani+ed under the la"s of the 'epublic of the Philippines, and is en#a#ed in the real estate business "ith principal office at 1/th %loor nit - olden#ate enter, 2o"er , a4ati ity.
3
efendant ERNE (“5ant ntos os! ! is the the ene enera rall ana ana#e #err of ERNEST STO O SANT SANTOS OS (“5a
A#B REALTY REALTY COMPANY , residin# at 'oom &, 67 7uildin#, %ermin cor. lfonso 5ts., 7r#y. Poblacion, a4ati ity.
8
efendant MARG (“asa sas s!! is an empl emplo oyee yee of A#B MARGAR ARET ET CASA CASAS S (“a
REALTY COMPANY, residin# at 13 9.. illena 5t., 7ry. Poblacion, a4ati ity.
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
&
urin# trial, Pascual testified that sometime in early 9anuary of 010, the ompany, throu#h asas, as4ed him for a loan to e;pand its business operations.
=
ccordin#ly, Pascual a#reed to lend >ne illion Pesos (P1,000,000.00! to the ompany, provided that the same shall be covered by a promissory note, "hich is to be payable on demand and "ith interests.
?
>n 9anuary 30, 010, Pascual "ent to the ompany@s office and delivered a chec4 in the ompany@s favor in the amount of >ne illion Pesos (P1,000,000.00!.
A
>n the same date, Pascual "as handed over a Promissory )ote, si#ned by 5antos, eneral ana#er of the ompany, ( E*+ /B! evidencin# this FIRST LOAN of >ne illion Pesos (P1,000,000.00!. 2he Promissory )ote indicated that this first loan "as payable on demand, "ith a mutually-a#reed interest rate of =B per month.
/
5ometime in ecember of 010, the ompany, a#ain throu#h asas, as4ed Pascual for a SECOND LOAN in the same amount, payable in one (1! year "ith an a#reed interest of P =00,000.00 per annum.
10
5imilarly, Pascual a#reed and issued a chec4 in favor of the ompany in the amount of >ne illion Pesos (P1,000,000.00!.
11
'e#ina 'ui+ and >livia 'eyes, branch mana#er and teller of 7anco de >ro alero 7ranch, respectively, testified that the chec4s "ere honored and deposited in the account of the ompany "ith that ban4.
1
ccordin#ly, from %ebruary 010 to u#ust 01, the ompany, has been payin# Pascual in the form of monthly chec4s in the amount of %ifty 2housand Pesos (P&0,000.00! each.
13
ll these monthly chec4s in favor of Pascual "ere dra"n from the corporate account of the ompany and si#ned by the ompany@s orporate 5ecretary, eor#e 7erdu#o ( E*+ /D-1 /D-3 !. 2his fact "as undisputed by defendant ompany.
18
7e#innin# 5eptember 01, ho"ever, the ompany stopped ma4in# any further payments on the t"o loans. Cndeed, Pascual@s 7an4 ccount 5tatements sho"s that the last deposit by the ompany "as made in u#ust 01 ( E*+ /E-1 /E-3 !.
1&
2hereafter, Pascual sent separate demand letters to the ompany and 5antos, respectively, for the payment of the balance of the t"o loans ( E*+ /F Pae !
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
$%& /G!. 1=
lice 5ara, cler4 of the ompany and an undisputed fact, testified that she personally received the demand letter to the ompany, as "as her Dob, and also personally handed that demand letter to the 7oard of irectors of the ompany.
1?
t the time the ompany stopped payin# in u#ust 01, around P ./ illion Pesos remains unpaid by the ompany to Pascual.
1A
espite the demand of Pascual, and several attempts to settle the loan for the past three years, no further payments have been made by the ompany to"ards the loan.
1/
>n A u#ust 01&, Pascual instituted this complaint. 2hereafter, the ompany filed its ns"er on 31 u#ust 01&. )o ans"er "as filed by 5antos and asas.
0
>n 1 5eptember 01&, Pascual and the ompany filed their Pre-2rial 7riefs, respectively. fter "hich, Pascual and the ompany proceeded to courtanne;ed mediation. s there "as no settlement, mediation and pre-trial "as thereafter declared terminated.
1
2rial thereafter ensued.
urin# trial, the ompany@s o"n "itness, corporate secretary eor#e 7erdu#o, admitted that the si#natures on the monthly chec4s in favor of Pascual "ere #enuine and authentic.
3
9uan ire4tor, a director of the ompany, also testified durin# trial that the 7oard of irectors "ere informed about the loan, as it "as admitted that supervision of fiscal mana#ement is critical to the directors of the ompany. Ct "as also admitted that a stop-payment order "as, in fact, issued on u#ust 01, t"o (! years and seven (?! months (E! after the loan "as contracted (E*+ /5!.
8
Ct "as also not denied by any of ompany@s "itnesses that Pascual@s money "as indeed deposited in the corporate account of the ompany, and that the ompany 4ne" about this F and even used the money to e;pand its business operations.
&
>n 10 )ovember 01&, the ourt directed the parties to file their memoranda. $ence, the instant memorandum.
=
s these contracts of loan stand today, from 9anuary 010 to )ovember 01&, the ompany is indebted to Pascual in the amount of P3,300,000.00, more or less, includin# interests.
Pae "
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
ISSUES I (HETHER PLAINTIFF IS ENTITLED TO THE TOTAL UNPAID BALANCE OF THE LOAN II (HETHER THE LOAN (AS BINDING ON THE COMPANY IV (HETHER THE INTEREST AGREED UPON (AS E)CESSIVE AND UNCONSCIONABLE
ARGUMENTS AND DISCUSSION I PASCUAL IS ENTITLED TO THE UNPAID BALANCE OF THE LOAN ?
2"o valid contracts of loan "ere perfected in #ood faith bet"een the ompany, throu#h asas, and Pascual in this case.
A
2he first loan "as a#reed to be payable on demand. Gven if it be assumed that no due date "as a#reed upon, it is settled by la" that in such case the obli#ation must be performed upon demand. Cn $57 vs. 5pouses 7roHue+a,1 the 5upreme ourt affirmed the findin#s of the e2 and '2 that since the Promissory )otes involved do not contain a period, the creditor has the ri#ht to demand immediate payment.
/
2his first loan "as evidenced by a %$!4& promissory note ( E*+ /B!, si#ned by the ompany@s eneral ana#er 5antos and asas, the latter havin# been authori+ed by the ompany to contract loans on its behalf (E*+ /A!.
30
s per the 'ules of ourt, "hen an a#reement has been reduced in "ritin#, there can be no evidence of its terms other than "hat is contained therein.
31
oreover, a notari+ed document has in its favor the presumption of re#ularity3 and, thus, serves as prima facie evidence of the facts stated therein.8 1
.$57 v. 5pouses 7roHue+a, .'. )o. 1?A/10, )ovember 1?, 010.
.' IG5 >% GCG)G, rule 130, J /.
3
.e 9esus v. ourt of ppeals, .'. )o. 1?A&?, 9une 0, 00=.
8
>% GCG)G, rule 13, J 3. .1/A/ 'IG5
Pae #
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
3
2he second loan is valid as "ell as an oral contract of loan on 31 ecember 010. 2his second loan has an a#reed maturity date of one year, i.e., 31 ecember 011, "hich clearly means that it is due and demandable as of the filin# of this omplaint on A u#ust 01&.
33
2o reiterate, the money subDect of these loans "ere admitted by the ompany@s "itnesses to have been deposited in its corporate account. & s per the 'ules of ourt, a party is “vouches for its o"n "itnesses and is not allo"ed to impeach their credibility .=
38
7y la", delay attaches from the time the obli#ee Dudicially or e;tra Dudicially demands from the debtor the fulfillment of their obli#ation. ?
3&
ccordin#ly, Pascual sent demand letters not only to the ompany but also to its eneral ana#er 5antos ( E*+ /F $%& /G!.
3=
2he demand-letter addressed to the ompany "as properly received by an authori+ed employee of the company, lice 5ara. A 2he ompany@s o"n "itness, 9uan ire4tor, also admitted that they 4ne" about the loan and in fact ordered to stop payin# said loan. /
3?
ost importantly, the fact that the company had already be#un to pay throu#h monthly chec4s ( E*+/D-1 /D-3 ! "as a clear indication that it ac4no"led#ed its obli#ation to plaintiff. Ct "as even admitted by its "itnesses.10 cannot no" be allo"ed to deny its liability.
3A
s per the 'ules of ourt, it is presumed that “money paid by one to another "as due to the latterK 11 “that private transactions have been fair and re#ularK1 “that a person ta4es ordinary care of his concernsK 13 “that the
&
. 25), cross-e;amination of eor#e 7erdu#o, $earin# of >ct. ?, 01&.
=
. ' IG5 >% GCG)G, rule 13, J 1.
?
.CCI >G, art. 11=/.
A
. 25), cross-e;amination of lice 5arah, $earin# of )ov. 3, 01&.
/
. 25), cross-e;amination of 9uan ire4tor, $earin# of )ov. 10, 01&.
10 . $d . >% GCG)G, rule 131, J 3 (f!. 11 . 'IG5
1 . $d . rule 131, J 3 (p!. 13 . $d . rule 131, J 3 (d!.
Pae %
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
ordinary course of business has been follo"edK 18 and “that a ne#otiable instrument "as #iven or indorsed for a sufficient consideration. 1& 3/
2he ompany "asn@t able to present any proof to disprove the evidence presented by Pascual as "ell as these presumptions provided by la". 2he ompany is, thus, "ithout doubt liable for the amount of the loans to Pascual.
II THE LOAN (AS VALID AND BINDING ON THE COMPANY. 80
81
2his 7oard 'esolution "as certified by the orporate 5ecretary of the ompany, eor#e 7erdu#o, and "as duly notari+ed, thereby carryin# "ith it the presumption of re#ularity, authenticity, and due e;ecution. 1= 2hus, Pascual could not be faulted for relyin# upon it in all #ood faith. 1?
8 7y la", the ompany must comply "ith all the obli#ations "hich its a#ent asas may have contracted "ithin the scope of her authority.1A
83 ccordin#ly, Pascual is entitled to the performance by ompany of its obli#ation to pay the loans, as a#reed upon throu#h its duly authori+ed a#ent-employee asas. 88
Gven assumin# aruendo that there had been no 7oard 'esolution presented, the ompany still cannot deny its liability by ar#uin# that asas had e;ceeded her authority.
8&
7y la", "hen an a#ent has e;ceeded his or her po"er, the principal is not bound e;cept "hen he or she ratifies it e;pressly or tacitly. 1/ Cmplied
18 . $d . rule 131, J 3 (H!. 1& . $d . rule 131, J 3 (s!. 1= . $eirs of 5pouses n#el Ii"a#on and %rancisca umala#an v. $eirs of 5pouses emetrio Ii"a#on and 'e#ina Ii"a#on, .'. )o. 1/311?, )ovember =, 018. 1? . 5isto+a v. esierto, .'. )o. 188?A8, 5eptember 3, 00. 1A . rticle 1/10, ivil ode. 1/ . rticle 1/10 (b!, ivil ode
Pae
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
ratification may ta4e diverse forms, such as by silence or acHuiescenceK by acts sho"in# approval or adoption of the contractK or by acceptance and retention of benefits flo"in# therefrom. 0 8=
Cn this case, the ompany has sho"n acts approvin# the conduct and has received the benefits flo"in# from the loan contracted "ith Pascual.
8?
2he ompany in fact has made payments of P50,000.00 6! 7%+ 8! 2 9$! $%& : 7%+. 2he payments "ere made by means of the company@s chec4s, si#ned by its orporate 5ecretary and dra"n a#ainst its corporate account. #ain, this fact has not been denied by the ompany durin# trial. Ct cannot be #ainsaid that by payin# the loan, the ompany has reco#ni+ed the e;istence of the debt and assumed liability for such.
8A
>ther"ise, there can be no e;planation for "hy the ompany 4ept the money in its account and used it for its o"n purposes F other than plain and blatant unDust enrichment to the detriment of Pascual.
8/
urin# trial, the ompany tried to e;plain the payments made to Pascual "as “unintended because it "as not strictly scrutini+ed by its 7oard of irectors. 2his is a flimsy and self-servin# e;cuse.
&0
Ct cannot overcome the positive evidence of Pascual that money "as placed in the ompany@s account, that payments "ere made to Pascual, and that payments "ere deliberately stopped to the inDury of Pascual.
&1
rantin# for the sa4e of ar#ument that the payments to Pascual "ere “unintended, then the ompany has acted in a "ay as to lead Pascual to believe that its transactions "ere bein# entered into re#ularly. 'stoppel in pais.1
III THE INTEREST UPON THE LOAN IS REASONABLE UNDER THE CIRCUMSTANCES OF THIS CASE. &
2he rule prevailin# is that the rate of interest, includin# commissions, premiums, fees and other char#es, on a loan or forbearance of any money re#ardless of maturity, is no lon#er subDect to any ceilin# under the sury Ia", due to the issuance of entral 7an4 ircular no. /0& removin# the ceilin# on such amounts. 2hus, interest can no" be as lender and borro"er
0 . GG 'ealty and evelopment, Cnc. v. andap, .'. )o. 1/=1A, 5eptember 1, 018, citin# iloria v. ontinental irlines, Cnc., .'. )o. 1AAAA, 9 anuary 1=, 01. 1 . C. v. elayo, .'. )o. 1=1?1A, ec. 18, 011.
Pae (
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
may a#ree upon. &3
ccordin#ly, "hat is unconscionable today is dependent upon the circumstances of every case. 3 Cn ma4in# this determination, the capabilities of the obli#or, the economic milieu of the obli#ation, the particulars of the ne#otiation, the nature of the obli#ation, and other such factors must be ta4en into consideration.
&8
Ct cannot be denied in this case that: first , it "as the ompany, "hich offered the interest rate no" demanded by Pascual . Cn fact, asas offered an initial interest rate of &B per month, but then the ompany "illin#ly increased such rate to =B per month in its promissory note that "as duly si#ned by the duly-authori+ed representatives of the ompany and Pascual. 2his, at the very least, su##ests that the company "as more than "illin# to pay the initial rate, and could not have considered the same as beyond its means.
&&
Second , even assumin# that the interest "as usurious, it is basic that the nullity of the stipulation on the usurious interest does not, ho"ever, affect the lender@s ri#ht to recover the principal of the loan. 8
&=
Cnstead, the debt due is to be considered "ithout the stipulation of the e;cessive interest and the le#al interest per annum "ill be added in place of the e;cessive interest formerly imposed. &
&?
ccordin#ly, re#ardless of the interest rate, the ompany, 5antos, and asas are solidarily liable for the debt due to plaintiff.
PRAYER (HEREFORE, it is respectfully prayed that Dud#ment be rendered: 1.
>'G'C) defendants 67 'ealty ompany, 5antos, and asas solidarily liable to pay the unpaid balance of the loans, includin# interests, "hich more or less amounts to P3,300,000.00K
.
>ther Dust and eHuitable reliefs are li4e"ise prayed for.
. 5pouses Lacarias 7acolo vs. 7anco %ilipino 5avin#s and ort#a#e 7an4, .'. )o 18A8/1, %ebruary A, 00?. 3 . ' Cndustries, Cnc. v. nited Pacific apital orporation, .'. )o. 1/8?A1, 9une ?, 01. 8 . sian athay %inance and Ieasin# orporation v. 5pouses esario, .'. )o. 1A=&&0, 9uly &, 010. & . $d .
Pae )
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
a4ati ity for a4ati ity, ? )ovember 01&.
CONSIGNADO ASUNCION PALINES PANGANIBAN # PI;ON Counsel for Plaintiff 1 and 18th %loors, itiban4 enter A?81 Paseo de 'o;as, a4ati ity 2el. )o. A10.138K %a; )o. A1/.183 Gmail ddress: #eneralMcappp-la".com th
7y:
RAMON VICENTE B. ASUNCION P2' )o. /3A&1K 01-03-13K a4ati ity C7P Iifetime )o. /0/&3K 01-03-13K anila C 'oll )o. 8?&?AK 0&-0?-0 IG ompliance CCC )o. 000/8A0K 08-0-10
PAOLO MIGUEL S. CONSIGNADO P2' )o. 3=?08=0K 01-03-13K a4ati ity C7P Iifetime )o. /0/&0/K 01-03-13K Ia#una 'oll )o. 330?K 0-0&-1 IG ompliance CCC )o. 000/8A1K 08-0-10
RONA FRANCIA L. PALINES P2' )o. ?3/A?8K 01-03-13K a4ati ity C7P Iifetime )o. 13A3K 01-03-13K 5amar 'oll )o. 3/13K 0&-0?-0 IG ompliance CCC )o. 000/8A8K 08-0-10
MARIE-CHELLE G. PANGANIBAN P2' )o. 18=A?8K 01-03-13K a4ati ity C7P Iifetime )o. 13?&K 01-03-13K 7atan#as 'oll )o. 3/A3K 0&-18-0 Pae *
Rolando Pascual vs. A&B Realty Company, et al Trial Memorandum for the Plaintiff
GROUP SI)
IG ompliance CCC )o. 000/8A3K 08-0-10
LOUISE JESSICA PI;ON P2' )o. ?31?A?8K 01-03-13K a4ati ity C7P Iifetime )o. 1//1/K 01-03-13K a4ati ity 'oll )o. &&83K 0&-0?-0 IG ompliance CCC )o. 000/8AAK 08-0-10
Pae +
