Eduardo Fajardo 11690232 de Barreto, Et. Al. V. Villanueva, Et. Al., (1961)
Eduardo Fajardo 11690232 de Barreto, Et. Al. V. Villanueva, Et. Al., (1961)
Eduardo Fajardo 11690232 de Barreto, Et. Al. V. Villanueva, Et. Al., (1961)
DE BARRETO, ET. AL. v. VILLANUEVA, ET. AL., (1961) Article 2242 of the new Civil Code enumerates the claims, mortgage
and liens that constitute an encumbrance on specific immovable
Facts:
property, and among them are:
Rosario Cruzado sold all her right, title, and interest and that of her
(2) For the unpaid price of real property sold, upon the immovable
children in the house and lot herein involved to Villanueva for P19K.
sold; and
The purchaser paid P1,500 in advance, and executed a promissory
note for the balance. However, the buyer could only pay P5,500 On (5) Mortgage credits recorded in the Registry of Property."
account of the note, for which reason the vendor obtained judgment
for the unpaid balance. In the meantime, the buyer Villanueva was Article 2249 of the same Code provides that "if there are two or more
able to secure a clean certificate of title and mortgaged the property credits with respect to the same specific real property or real rights,
to appellant Barretto to secure a loan of P30K, said mortgage having they shall be satisfied pro-rata after the payment of the taxes and
been duly recorded. assessment upon the immovable property or real rights.
Held:
Appellants insist that:
There is nothing to this argument. Note must be taken of the fact that
1. The vendor's lien, under Articles 2242 and 2243 of the new, article 2242 of the new Civil Code enumerating the preferred claims,
Civil Code of the Philippines, can only become effective in the event mortgages and liens on immovables, specifically requires that. Unlike
of insolvency of the vendee, which has not been proved to exist in the unpaid price of real property sold. mortgage credits, in order to
the instant case; and . be given preference, should be recorded in the Registry of Property.
If the legislative intent was to impose the same requirement in the
case of the vendor's lien, or the unpaid price of real property sold,
the lawmakers could have easily inserted the same qualification Article 2241. With reference to specific movable property of the
which now modifies the mortgage credits. The law, however, does debtor, the following claims or liens shall be preferred:
not make any distinction between registered and unregistered
vendor's lien, which only goes to show that any lien of that kind xxx
enjoys the preferred credit status.
(3) Claims for the unpaid price of movables sold, on said movables,
As to the point made that the articles of the Civil Code on so long as they are in the possession of the debtor, up to the value of
concurrence and preference of credits are applicable only to the the same; and if the movable has been resold by the debtor and the
insolvent debtor, suffice it to say that nothing in the law shows any price is still unpaid, the lien may be enforced on the price; this right is
such limitation. If we are to interpret this portion of the Code as not lost by the immobilization of the thing by destination, provided it
intended only for insolvency cases, then other creditor-debtor has not lost its form, substance and identity, neither is the right lost
relationships where there are concurrence of credits would be left by the sale of the thing together with other property for a lump sum,
without any rules to govern them, and it would render purposeless when the price thereof can be determined proportionally;
the special laws on insolvency.
(4) Credits guaranteed with a pledge so long as the things pledged
DBP v. CA, 363 SCRA 307 (2001) are in the hands of the creditor, or those guaranteed by a chattel
mortgage, upon the things pledged or mortgaged, up to the value
Rule thereof;
However, Article 2242 only finds application when there is a CORDOVA v. REYES DAWAY LIM BERNARDO LINDO ROSALES
concurrence of credits, i.e. when the same specific property of the LAW OFFICES, (2007)
debtor is subjected to the claims of several creditors and the value of
such property of the debtor is insufficient to pay in full all the Common Credits, Art. 2245, Art. 2251
creditors. In such a situation, the question of preference will arise,
that is, there will be a need to determine which of the creditors will be
paid ahead of the others. Fundamental tenets of due process will The Civil Code provisions on concurrence and preference of credits
dictate that this statutory lien should then only be enforced in the are applicable to the liquidation proceedings.
context of some kind of a proceeding where the claims of all the
preferred creditors may be bindingly adjudicated, such as insolvency
proceedings.
Issue:
The action filed by petitioners in the trial court does not partake of the With reference to specific movable property of the debtor, the
nature of an insolvency proceeding. It is basically for specific following claims or liens shall be preferred:
performance and damages. Thus, even if it is finally adjudicated that
petitioners herein actually stand in the position of unpaid contractors (2) Claims arising from misappropriation, breach of trust, or
and are entitled to invoke the contractor’s lien granted under Article malfeasance by public officials committed in the performance of their
2242, such lien cannot be enforced in the present action for there is duties, on the movables, money or securities obtained by them;
no way of determining whether or not there exist other preferred
Ø He asserts that, as a preferred creditor, he was entitled to the
creditors with claims over the San Antonio Public Market. The
entire monetary value of his shares.
records do not contain any allegation that petitioners are the only
creditors with respect to such property. The fact that no third party
claims have been filed in the trial court will not bar other creditors
Held:
Petitioner’s argument is incorrect. Article 2241 refers only to specific conducted an evaluation of RBTI’s financial condition and
movable property. His claim was for the payment of money, which is determined that RBTI remained insolvent. Monetary Board issued
generic property and not specific or determinate. Petitioner’s CSPI Resolution directing PDIC to proceed with the liquidation of RBTI.
shares were specific or determinate movable properties. But after
they were sold, the money raised from the sale became generic and
were commingled with the cash and other assets of Philfinance.
Issue:
Unlike shares of stock, money is a generic thing. It is designated
merely by its class or genus without any particular designation or Whether a bank placed under liquidation has to secure a tax
physical segregation from all others of the same class. This means clearance from the BIR before the project of distribution of the assets
that once a certain amount is added to the cash balance, one can no of the bank can be approved by the liquidation court.
longer pinpoint the specific amount included which then becomes
part of a whole mass of money.
Considering that petitioner did not fall under any of the provisions Held:
applicable to preferred creditors, he was deemed an ordinary creditor
under Article 2245: NO. Section 52(C) of the Tax Code of 1997 is not applicable to
banks ordered placed under liquidation by the Monetary Board, and
Credits of any other kind or class, or by any other right or title not a tax clearance is not a prerequisite to the approval of the project of
comprised in the four preceding articles, shall enjoy no preference. distribution of the assets of a bank under liquidation by the PDIC.
This being so, Article 2251 (2) states that: Thus, this Court has held that the RTC, acting as liquidation court
under Section 30 of the New Central Bank Act, commits grave abuse
Common credits referred to in Article 2245 shall be paid pro rata of discretion in ordering the PDIC, as liquidator of a bank ordered
regardless of dates. closed by the Monetary Board, to first secure a tax clearance from
the appropriate BIR Regional Office, and holding in abeyance the
Like all the other ordinary creditors or claimants against Philfinance,
approval of the project of distribution of the assets of the closed bank
he was entitled to a rate of recovery of only 15% of his money claim.
by virtue thereof. Three reasons have been given.
Majority opinion Petitioner, being a mortgage creditor, is entitled to rely solely on its
security and to refrain from joining the unsecured creditors in SEC
Whenever a distressed corporation asks the SEC for rehabilitation
Case No. 002693, the petition for rehabilitation filed by private
and suspension of payments, preferred creditors may no longer
respondent.
assert such preference, but . . . stand on equal footing with other
creditors. Foreclosure shall be disallowed so as not to prejudice Issue: WON preferred creditors of distressed corporations stand on
other creditors, or cause discrimination among them. If foreclosure is equal footing with all other creditors. YES.
undertaken despite the fact that a petition for rehabilitation has been
filed, the certificate of sale shall not be delivered pending Held:
rehabilitation. Likewise, if this has also been done, no transfer of title
shall be effected also, within the period of rehabilitation. The We find the motion for reconsideration meritorious.
The issue gains relevance and materiality only upon the appointment the appointment of a management committee or a rehabilitation
of a management committee, rehabilitation receiver, board, or body. receiver.
Insofar as petitioner RCBC is concerned, the provisions of PD No.
902-A are not yet applicable and it may still be allowed to assert its · The holding that suspension of actions for claims against a
preferred status because it foreclosed on the mortgage prior to the corporation under rehabilitation takes effect as soon as the
appointment of the management committee. The Court, therefore, application or a petition for rehabilitation is filed with the SEC – may,
grants the motion for reconsideration on this score. to some, be more logical and wise but unfortunately, such is
incongruent with the clear language of the law.
Section 6(c) of PD 902-A, provides:
· Furthermore, a petition for rehabilitation does not always result
Sec. 6. In order to effectively exercise such jurisdiction, the in the appointment of a receiver or the creation of a management
Commission shall possess the following powers: committee. The SEC has to initially determine whether such
appointment is appropriate and necessary under the circumstances.
c) To appoint one or more receivers of the property, real and
personal, which is the subject of the action pending before the Under Paragraph (d), Section 6, certain situations must be shown to
Commission in accordance with the pertinent provisions of the Rules exist before a management committee may be created or appointed,
of Court in such other cases whenever necessary to preserve the such as;
rights of the parties-litigants to and/or protect the interest of the
investing public and creditors; Provided, however, that the 1. when there is imminent danger of dissipation, loss, wastage or
Commission may, in appropriate cases, appoint a rehabilitation destruction of assets or other properties; or
receiver of corporations, partnerships or other associations not
2. when there is paralization of business operations of such
supervised or regulated by other government agencies who shall
corporations or entities which may be prejudicial to the interest of
have, in addition to the powers of a regular receiver under the
minority stockholders, parties-litigants or to the general public.
provisions of the Rules of Court, such functions and powers as are
provided for in the succeeding paragraph (d) hereof: Provided, On the other hand, receivers may be appointed whenever:
finally, That upon appointment of a management committee,
rehabilitation receiver, board or body, pursuant to this Decree, all 1. necessary in order to preserve the rights of the parties-litigants;
actions for claims against corporations, partnerships or associations and/or
under management or receivership pending before any court,
tribunal, board or body shall be suspended accordingly. (As 2. protect the interest of the investing public and creditors. (Section
amended by PDs No. 1673, 1758 and by PD No. 1799) 6 (c), P.D. 902-A.)
Rules Otherwise, when such circumstances are not obtaining or when the
SEC finds no such imminent danger of losing the corporate assets, a
· It is thus adequately clear that suspension of claims against a management committee or rehabilitation receiver need not be
corporation under rehabilitation is counted or figured up only upon
appointed and suspension of actions for claims may not be ordered corporation, partnership, or association are finally liquidated,
by the SEC. however, secured and preferred credits under the applicable
provisions of the Civil Code will definitely have preference over
Petitioner additionally argues in its motion for reconsideration that, unsecured ones.
being a mortgage creditor, it is entitled to rely on its security and that
it need not join the unsecured creditors in filing their claims before In other words, once a management committee, rehabilitation
the SEC-appointed receiver. To support its position, petitioner cites receiver, board or body is appointed pursuant to P.D. 902-A, all
the Court’s ruling in the case of Philippine Commercial International actions for claims against a distressed corporation pending before
Bank vs. Court of Appeals, (172 SCRA 436 [1989]) that an order of any court, tribunal, board or body shall be suspended accordingly.
suspension of payments as well as actions for claims applies only to
claims of unsecured creditors and cannot extend to creditors holding This suspension shall not prejudice or render ineffective the status of
a mortgage, pledge, or any lien on the property. a secured creditor as compared to a totally unsecured creditor.
The majority opinion relied upon BF Homes, Inc. vs. CA held that However, in the event that rehabilitation is no longer feasible and
“when a corporation threatened by bankruptcy is taken over by a claims against the distressed corporation would eventually have to
receiver, all the creditors should stand on an equal footing. Not be settled, the secured creditors shall enjoy preference over the
anyone of them should be given preference by paying one or some unsecured creditors (still maintaining PCIB ruling), subject only to the
of them ahead of the others. This is precisely the reason for the provisions of the Civil Code on Concurrence and Preferences of
suspension of all pending claims against the corporation under Credit.
receivership. Instead of creditors vexing the courts with suits
All claims of both a secured or unsecured creditor, without distinction
against the distressed firm, they are directed to file their claims with
on this score, are suspended once a management committee is
the receiver who is a duly appointed officer of the SEC.
appointed. Secured creditors, in the meantime, shall not be allowed
The following rules of thumb shall are laid down: to assert such preference before the SEC. It may be stressed,
however, that this shall only take effect upon the appointment of a
1. All claims against corporations, partnerships, or associations management committee, rehabilitation receiver, board, or body, as
that are pending before any court, tribunal, or board, without opined in the dissent.
distinction as to whether or not a creditor is secured or unsecured,
shall be suspended effective upon the appointment of a In fine, the Court grants the motion for reconsideration for the cogent
management committee, rehabilitation receiver, board, or body in reason that suspension of actions for claims commences only from
accordance with the provisions of Presidential Decree No. 902-A. the time a management committee or receiver is appointed by the
SEC. Petitioner RCBC, therefore, could have rightfully, as it did,
2. Secured creditors retain their preference over unsecured move for the extrajudicial foreclosure of its mortgage because a
creditors, but enforcement of such preference is equally suspended management committee was not appointed by the SEC until.
upon the appointment of a management committee, rehabilitation
receiver, board, or body. In the event that the assets of the
SUBREJUANITE v. ASB DEVELOPMENT CORPORATION, (2005) Petitioners’ reliance on Arranza v. B.F. Homes, Inc. is misplaced. In
that case, we held that the HLURB retained its jurisdiction despite
the rehabilitation proceedings since the claim filed by the
homeowners did not involve pecuniary considerations. The claim
Facts:
therein was for specific performance to enforce the homeowners’
In their complaint, Sobrejuanite pray for the rescission of the rights as regards right of way, open spaces, road and perimeter wall
contract and the refund their total payments to ASBDC; damages repairs, and security. However, it can also be deduced therefrom
and costs. In the decision of the HLURB arbiter, ASBDC was ordered that if the claim was for monetary awards, the proceedings before the
to pay. As such, the HLURB arbiter should have suspended the HLURB should be suspended during the rehabilitation. In this case,
proceedings upon the approval by the SEC of the ASB Group of under the complaint for specific performance before the HLURB,
Companies’ rehabilitation plan and the appointment of its petitioners do not aim to enforce a pecuniary demand. Their claim
rehabilitation receiver. By the suspension of the proceedings, the for reimbursement. The HLURB, not the SEC, is equipped with the
receiver is allowed to fully devote his time and efforts to the expertise to deal with that matter.
rehabilitation and restructuring of the distressed corporation.
Purpose for the suspension of the proceedings
It is well to note that even the execution of final judgments may be
· to prevent a creditor from obtaining an advantage or
held in abeyance when a corporation is under rehabilitation. Hence,
preference over another and to protect and preserve the rights of
there is more reason in the instant case for the HLURB arbiter to
party litigants as well as the interest of the investing public or
order the suspension of the proceedings as the motion to suspend
creditors.
was filed soon after the institution of the complaint. By allowing the
proceedings to proceed, the HLURB arbiter unwittingly gave undue · intended to give enough breathing space for the management
preference to Sobrejuanite over the other creditors and claimants of committee or rehabilitation receiver to make the business viable
ASBDC, which is precisely the vice sought to be prevented by again, without having to divert attention and resources to litigations in
Section 6(c) of PD 902-A. Thus: various fora.
As between creditors, the key phrase is “equality is equity.” · enable the management committee or rehabilitation receiver to
When a corporation threatened by bankruptcy is taken over by a effectively exercise its/his powers free from any judicial or extra-
receiver, all the creditors should stand on equal footing. Not anyone judicial interference that might unduly hinder or prevent the “rescue”
of them should be given any preference by paying one or some of of the debtor company.
them ahead of the others. This is precisely the reason for the
suspension of all pending claims against the corporation under · to allow such other action to continue would only add to the
receivership. Instead of creditors vexing the courts with suits against burden of the management committee or rehabilitation receiver,
the distressed firm, they are directed to file their claims with the whose time, effort and resources would be wasted in defending
receiver who is a duly appointed officer of the SEC. claims against the corporation instead of being directed toward its
restructuring and rehabilitation.
In order to resolve whether the proceedings before the HLURB Incidentally, although the petition for rehabilitation with prayer for
should be suspended, it is necessary to determine whether the suspension of actions and proceedings was filed before the SEC or
complaint for rescission of contract with damages is a claim within prior to the effectivity of the interim rules, the same would still apply
the contemplation of PD No. 902-A. pursuant to Section 1, Rule 1 thereof which provides:
Definition of “claim” as used in Sec. 6(c) of PD 902-A Section 1. Scope – These Rules shall apply to petitions for
rehabilitation filed by corporations, partnerships, and associations
Ø refer only to debts or demands pecuniary in nature pursuant to Presidential Decree No. 902-A, as amended.
Note: Finasia Investments and Finance Corp. v. CA and Arranza v. Purpose: to enable the company to gain a new lease on life and
B.F. Homes, Inc. were promulgated prior to the effectivity of the allow its creditors to be paid their claims out of its earnings.
Interim Rules of Procedure on Corporate Rehabilitation on December
Principal feature: the Stay Order which defers all actions or claims
15, 2000. The interim rules define a claim as referring to all claims or
against the corporation seeking corporate rehabilitation from the date
demands, of whatever nature or character against a debtor or its
of its issuance until the dismissal of the petition or termination of the
property, whether for money or otherwise. The definition is all-
rehabilitation proceedings.
encompassing as it refers to all actions whether for money or
otherwise. There are no distinctions or exemptions.
Under Section 24, Rule 4 of the Interim Rules of Procedure on of a writ of possession is ministerial. For these reasons, petitioners
Corporate Rehabilitation, the approval of the rehabilitation plan also claim that the writ of possession issued in favor of Metrobank is
produces the following results: invalid and unenforceable.
a. The plan and its provisions shall be binding upon the debtor The dearth of merit in petitioners’ position is, however, evident from
and all persons who may be affected by it, including the creditors, the fact that, Metrobank had already acquired ownership over the
whether or not such persons have participated in the proceedings or subject realties when TCEI commenced its petition for corporate
opposed the plan or whether or not their claims have been rehabilitation. Viewed in the foregoing light, the CA cannot be faulted
scheduled; for upholding the RTC’s grant of a writ of possession in favor of
Metrobank. An essential function of corporate rehabilitation is,
b. The debtor shall comply with the provisions of the plan and admittedly, the Stay Order which is a mechanism of suspension of all
shall take all actions necessary to carry out the plan; actions and claims against the distressed corporation upon the due
appointment of a management committee or rehabilitation receiver.
c. Payments shall be made to the creditors in accordance with
The Stay Order issued by the Rehabilitation Court cannot, however,
the provisions of the plan;
apply to the mortgage obligations owing to Metrobank which had
d. Contracts and other arrangements between the debtor and its already been enforced even before TCEI’s filing of its petition for
creditors shall be interpreted as continuing to apply to the extent that corporate rehabilitation.
they do not conflict with the provisions of the plan; and
Rules (Case Laws)
e. Any compromises on amounts or rescheduling of timing of
ü The writ of possession procured by the creditor is valid despite the
payments by the debtor shall be binding on creditors regardless of
subsequent issuance of a stay order in the rehabilitation proceedings
whether or not the plan is successfully implemented.
instituted by the debtor.
Facts: In addition to the issuance of the Stay Order, petitioners call
ü In RCBC, we upheld the extrajudicial foreclosure sale of the
attention to the fact that the Rehabilitation Court approved TCEI’s
mortgage properties of BF Homes wherein RCBC emerged as the
rehabilitation plan in the Order. Considering that orders issued by the
highest bidder as it was done before the appointment of the
Rehabilitation Court are immediately executory, petitioners argue
management committee. Noteworthy to mention was the fact that the
that the subject properties were placed in custodia legis upon
issuance of the certificate of sale in RCBC’s favor, the consolidation
approval of TCEI’s rehabilitation plan and that the grant of the writ of
of title, and the issuance of the new titles in RCBC’s name had also
possession in favor of Metrobank was tantamount to taking said
been upheld notwithstanding that the same were all done after the
properties away from the rehabilitation receiver. Petitioners maintain
management committee had already been appointed and there was
that the rehabilitation receiver, as an officer of the court empowered
already a suspension of claims. Since the foreclosure of respondent
to take possession, control and custody of the debtor’s assets,
DNG's mortgage and the issuance of the certificate of sale in
should have been considered a third person whose possession of
petitioner EPCIB's favor were done prior to the appointment of a
the foreclosed properties was an exception to the rule that the grant
Rehabilitation Receiver and the Stay Order, all the actions taken with
respect to the foreclosed mortgage property which were subsequent the rehabilitation of the debtor as determined by the court upon
to the issuance of the Stay Order were not affected by the Stay recommendation by the rehabilitation receiver." The FRIA likewise
Order. provides that its provisions may be applicable to further proceedings
in pending cases, except to the extent that, in the opinion of the
court, their application would not be feasible or would work injustice.
Held: Sec. 146 of the FRIA, which makes it applicable to "all further
proceedings in insolvency, suspension of payments and
A similar dearth of merit may be said of TCEI’s claim that the subject
rehabilitation cases x x x except to the extent that in the opinion of
properties were in custodia legis upon the issuance of the Stay Order
the court their application would not be feasible or would work
and the approval of the rehabilitation plan fails to persuade.
injustice," still presupposes a prospective application. The wording of
Metrobank acted well-within its rights in applying for a writ of
the law clearly shows that it is applicable to all further proceedings. In
possession, the issuance of which has consistently been held to be a
no way could it be made retrospectively applicable to the Stay Order
ministerial function which cannot be hindered by an injunction or an
issued by the rehabilitation court back in 2002.
action for the annulment of the mortgage or the foreclosure itself.
While it is true that the function ceases to be ministerial where the At the time of the issuance of the Stay Order, the rules in force were
property is in the possession of a third party claiming a right adverse the 2000 Interim Rules of Procedure on Corporate Rehabilitation (the
to that of the judgment debtor, the rehabilitation receiver’s power to "Interim Rules"). Under those rules, one of the effects of a Stay
take possession, control and custody of TCEI’s assets is far from Order is the stay of the "enforcement of all claims, whether for
adverse to the latter. A rehabilitation receiver is an officer of the court money or otherwise and whether such enforcement is by court action
who is appointed for the protection of the interests of the corporate or otherwise, against the debtor, its guarantors and sureties not
investors and creditors. It has been ruled that there is nothing in the solidarily liable with the debtor." Nowhere in the Interim Rules is the
concept of corporate rehabilitation that would ipso facto deprive the rehabilitation court authorized to suspend foreclosure proceedings
officers of a debtor corporation of control over its business or against properties of third-party mortgagors. In fact, we have
properties. expressly ruled in Pacific Wide Realty and Development Corp. v.
Puerto Azul Land, Inc. that the issuance of a Stay Order cannot
suspend the foreclosure of accommodation mortgages. Whether or
SITUS DEVELOPMENT CORP., ET. AL. v. ASIATRUST BANK not the properties subject of the third-party mortgage are used by the
debtor corporation or are necessary for its operation is of no
G.R. No. 180036, (2013) moment, as the Interim Rules do not make a distinction. To repeat,
when the Stay Order was issued, the rehabilitation court was only
Petitioners incorrectly argue that the properties belonging to their empowered to suspend claims against the debtor, its guarantors, and
majority stockholders may be included in the rehabilitation plan, sureties not solidarily liable with the debtor. Thus, it was beyond the
because these properties were mortgaged to secure petitioners’ jurisdiction of the rehabilitation court to suspend foreclosure
loans. Under the FRIA, the Stay Order may now cover third-party or proceedings against properties of third-party mortgagors.
accommodation mortgages, in which the "mortgage is necessary for
The third issue, therefore, is immaterial.1âwphi1 Whether or not appeal therefrom shall not stay the execution of the order unless
respondent banks had acquired ownership of the subject properties restrained or enjoined by the appellate court.”
at the time of the issuance of the Stay Order, the same conclusion
will still be reached. The subject properties will still fall outside the
ambit of the Stay Order issued by the rehabilitation court. Since the
It is not enough that a remedy is available to prevent a party from
subject properties are beyond the reach of the Stay Order, and since
making use of the extraordinary remedy of certiorari but that such
foreclosure and consolidation of title may no longer be stalled,
remedy be an adequate remedy which is equally beneficial, speedy
petitioners’ rehabilitation plan is no longer feasible. We therefore
and sufficient, not only a remedy which at some time in the future
affirm our earlier finding that the dismissal of the Petition for the
may offer relief but a remedy which will promptly relieve the petitioner
Declaration of State of Suspension of Payments with Approval of
from the injurious acts of the lower tribunal. It is the inadequacy -- not
Proposed Rehabilitation Plan is in order.
the mere absence -- of all other legal remedies and the danger of
failure of justice without the writ, that must usually determine the
propriety of certiorari.
MWSS v. DAWAY AND MAYNILAD WATER SERVICES, INC.,
(2004)
III
II
Sec. 5, Rule 3 of the Interim Rules would preclude any other PANLILIO ET AL., v. REGIONAL TRIAL COURT, (2011)
effective remedy questioning the orders of the rehabilitation court
since they are immediately executory and a petition for review or an
Principal feature of corporate rehabilitation is the suspension of The filing of the case for violation of B.P. Blg. 22 is not a "claim" that
claims against the distressed corporation. Section 6 (c) of can be enjoined within the purview of P.D. No. 902-A. True, although
Presidential Decree No. 902-A, as amended, provides for conviction of the accused for the alleged crime could result in the
suspension of claims against corporations undergoing rehabilitation, restitution, reparation or indemnification of the private offended party
to wit: for the damage or injury he sustained by reason of the felonious act
of the accused, nevertheless, prosecution for violation of B.P. Blg. 22
Section 6 (c). x x x Provided, finally, that upon appointment of a is a criminal action.
management committee, rehabilitation receiver, board or body,
pursuant to this Decree, all actions for claims against corporations, Facts:
partnerships or associations under management or receivership
pending before any court, tribunal, board or body, shall be Rosario is at fours with the case at bar. Petitioners are charged with
suspended accordingly. violations of Section 28 (h) of the SSS law, in relation to Article 315
(1) (b) of the Revised Penal Code, or Estafa. The SSS law clearly
In November 21, 2000, this Court En Banc promulgated the Interim “criminalizes” the non-remittance of SSS contributions by an
Rules of Procedure on Corporate Rehabilitation, Section 6, Rule 4 of employer to protect the employees from unscrupulous employers.
which provides a stay order on all claims against the corporation, Therefore, public interest requires that the said criminal acts be
thus: immediately investigated and prosecuted for the protection of
society.
Stay Order. - If the court finds the petition to be sufficient in form and
substance, it shall, not later than five (5) days from the filing of the Held:
petition, issue an Order x x x; (b) staying enforcement of all claims,
whether for money or otherwise and whether such enforcement is by The rehabilitation of SIHI and the settlement of claims against the
court action or otherwise, against the debtor, its guarantors and corporation is not a legal ground for the extinction of petitioners’
sureties not solidarily liable with the debtor; x x x criminal liabilities. There is no reason why criminal proceedings
should be suspended during corporate rehabilitation, more so, since
Issue: the prime purpose of the criminal action is to punish the offender in
order to deter him and others from committing the same or similar
Does the suspension of “all claims” as an incident to a corporate offense, to isolate him from society, reform and rehabilitate him or, in
rehabilitation also contemplate the suspension of criminal charges general, to maintain social order. As correctly observed in Rosario, it
filed against the corporate officers of the distressed corporation? NO. would be absurd for one who has engaged in criminal conduct could
escape punishment by the mere filing of a petition for rehabilitation
In Rosario v. Co (Rosario), a case of recent vintage, the issue
by the corporation of which he is an officer.
resolved by this Court was whether or not during the pendency of
rehabilitation proceedings, criminal charges for violation of Batas The prosecution of the officers of the corporation has no bearing on
Pambansa Bilang 22 should be suspended, was disposed of as the pending rehabilitation of the corporation, especially since they
follows: are charged in their individual capacities. Such being the case, the
purpose of the law for the issuance of the stay order is not BPI v. SEC, (2007)
compromised, since the appointed rehabilitation receiver can still
fully discharge his functions as mandated by law. It bears to stress
that the rehabilitation receiver is not charged to defend the officers of
The ASB Group filed a petition for rehabilitation and suspension of
the corporation. If there is anything that the rehabilitation receiver
payments before the SEC. The Rehabilitation Plan provides a dacion
might be remotely interested in is whether the court also rules that
en pago by the ASB Group to BPI of one of the properties mortgaged
petitioners are civilly liable. Such a scenario, however, is not a
to the latter at the ASB Group. The dacion would constitute full
reason to suspend the criminal proceedings, because as aptly
payment of the entire obligation due to BPI because the balance was
discussed in Rosario, should the court prosecuting the officers of the
then to be considered waived, as per the Rehabilitation Plan. BPI
corporation find that an award or indemnification is warranted, such
opposed the Rehabilitation Plan and moved for the dismissal of the
award would fall under the category of claims, the execution of which
ASB Group’s petition for rehabilitation. BPI argued that the Order
would be subject to the stay order issued by the rehabilitation court.
constituted an arbitrary violation of BPI’s freedom and right to
The penal sanctions as a consequence of violation of the SSS law, in
contract since the Rehabilitation Plan compelled BPI to enter into a
relation to the revised penal code can therefore be implemented if
dacion en pago agreement with the ASB Group.
petitioners are found guilty after trial. However, any civil indemnity
awarded as a result of their conviction would be subject to the stay
order issued by the rehabilitation court. Only to this extent can the
order of suspension be considered obligatory upon any court, Rehabilitation proceedings in our jurisdiction have equitable and
tribunal, branch or body where there are pending actions for claims rehabilitative purposes. On the one hand, they attempt to provide for
against the distressed corporation. the efficient and equitable distribution of an insolvent debtor’s
remaining assets to its creditors; and on the other, to provide debtors
On a final note, this Court would like to point out that Congress has with a “fresh start” by relieving them of the weight of their outstanding
recently enacted Republic Act No. 10142, or the Financial debts and permitting them to reorganize their affairs. The rationale of
Rehabilitation and Insolvency Act of 2010. Section 18 thereof P.D. No. 902-A, as amended, is to “effect a feasible and viable
explicitly provides that criminal actions against the individual officer rehabilitation,” by preserving a foundering business as going
of a corporation are not subject to the Stay or Suspension Order in concern, because the assets of a business are often more valuable
rehabilitation proceedings, to wit: when so maintained than they would be when liquidated.
The Stay or Suspension Order shall not apply:
xxxx The Court reiterates that the SEC’s approval of the Rehabilitation
Plan did not impair BPI’s right to contract. As correctly contended by
(g) any criminal action against individual debtor or owner, partner,
private respondents, the non-impairment clause is a limit on the
director or officer of a debtor shall not be affected by any proceeding
exercise of legislative power and not of judicial or quasi-judicial
commenced under this Act.
power. The SEC, through the hearing panel that heard the petition
for approval of the Rehabilitation Plan, was acting as a quasi-judicial long-term benefit of all stakeholders. Otherwise stated, it forces the
body and thus, its order approving the plan cannot constitute an creditors to accept the terms and conditions of the rehabilitation plan,
impairment of the right and the freedom to contract. preferring long-term viability over immediate but incomplete recovery.
Besides, the mere fact that the Rehabilitation Plan proposes a i. Feasibility of Sarabia’s rehabilitation.
dacion en pago approach does not render it defective on the ground
of impairment of the right to contract. Dacion en pago is a special If the results of the financial examination and analysis clearly indicate
mode of payment where the debtor offers another thing to the that there lies no reasonable probability that the distressed
creditor who accepts it as equivalent of payment of an outstanding corporation could be revived and that liquidation would, in fact, better
debt. The undertaking really partakes in a sense of the nature of subserve the interests of its stakeholders, then it may be said that a
sale, that is, the creditor is really buying the thing or property of the rehabilitation would not be feasible. In such case, the rehabilitation
debtor, the payment for which is to be charged against the debtor’s court may convert the proceedings into one for liquidation.
debt. As such, the essential elements of a contract of sale, namely;
Rehabilitation is x x x available to a corporation [which], while illiquid,
consent, object certain, and cause or consideration must be present.
has assets that can generate more cash if used in its daily operations
Being a form of contract, the dacion en pago agreement cannot be
than sold. Its liquidity issues can be addressed by a practicable
perfected without the consent of the parties involved.
business plan that will generate enough cash to sustain daily
BPI v. SARABIA MANOR HOTEL CORP., G.R. NO. 175844 JULY operations, has a definite source of financing for its proper and full
29, 2013 implementation, and anchored on realistic assumptions and goals.
This remedy should be denied to corporations whose insolvency
appears to be irreversible and whose sole purpose is to delay the
enforcement of any of the rights of the creditors, which is rendered
Cram-down clause obvious by the following: (a) the absence of a sound and workable
business plan; (b) baseless and unexplained assumptions, targets
Among other rules that foster the foregoing policies, Section 23, Rule
and goals; (c) speculative capital infusion or complete lack thereof for
4 of the Interim Rules of Procedure on Corporate Rehabilitation
the execution of the business plan; (d) cash flow cannot sustain daily
(Interim Rules) states that a rehabilitation plan may be approved
operations; and (e) negative net worth and the assets are near full
even over the opposition of the creditors holding a majority of the
depreciation or fully depreciated.
corporation’s total liabilities if there is a showing that rehabilitation is
feasible and the opposition of the creditors is manifestly
unreasonable. Also known as the "cram-down" clause, this provision,
which is currently incorporated in the FRIA, is necessary to curb the VICTORIO-AQUINO v. PACIFIC PLANS INC. (2014)
majority creditors’ natural tendency to dictate their own terms and
conditions to the rehabilitation, absent due regard to the greater Facts:
Respondent Pacific Plans, Inc. (now “APEC”) is engaged in the Issue:
business of selling pre-need plans and educational plans, including
traditional open-ended educational plans (PEPTrads). PEPTrads are Whether or not the Rehabilitation Court has the authority to sanction
educational plans where respondent guarantees to pay the a rehabilitation plan, or the modification thereof, even when the
planholder, without regard to the actual cost at the time of enrolment, essential feature of the plan involves forcing creditors to reduce their
the full amount of tuition and other school fees of a designated claims against respondent.
beneficiary.
Held:
Petitioner is a holder of two (2) units of respondent’s PEPTrads. On
Yes. The Court upheld the “cram-down” power of the Rehabilitation
April 7, 2005, foreseeing the impossibility of meeting its obligations to
Court pursuant to Sec. 23 of FRIA which states that the court may
the availing planholders as they fall due, respondent filed a Petition
approve a rehabilitation plan over the opposition of creditors, holding
for Corporate Rehabilitation with the Regional Trial Court, praying
a majority of the total liabilities of the debtor if, in its judgment, the
that it be placed under rehabilitation and suspension of payments. At
rehabilitation of the debtor is feasible and the opposition of the
the time of filing of the Petition for Corporate Rehabilitation,
creditors is manifestly unreasonable.
respondent had more or less 34,000 outstanding PEPTrads.
Moreover, notwithstanding the rejection of the Rehabilitation Plan by
On April 12, 2005, the Rehabilitation Court issued a Stay Order,
the creditors, the court may confirm the Rehabilitation Plan if all of
directing the suspension of payments of the obligations of
the following circumstances are present:
respondent and ordering all creditors and interested parties to file
their comments/oppositions, respectively, to the Petition for The Rehabilitation Plan complies with the requirements specified in
Corporate Rehabilitation. The same Order also appointed this Act;
respondent Marcelo as the rehabilitation receiver.
The rehabilitation receiver recommends the confirmation of the
Pursuant to the prevailing rules on corporate rehabilitation, Rehabilitation Plan;
respondent submitted to the Rehabilitation Court its proposed
rehabilitation plan. Under the terms thereof, respondent proposed The shareholders, owners or partners of the juridical debtor lose at
the implementation of a “Swap,” which will essentially give the least their controlling interest as a result of the Rehabilitation Plan;
planholder a means to exit from the PEPTrads at terms and and the Rehabilitation Plan would likely provide the objecting class of
conditions relative to a termination value that is more advantageous creditors with compensation which has a net present value greater
than those provided under the educational plan in case of voluntary than that which they would have received if the debtor were under
termination. liquidation.
The rehabilitation receiver submitted an Alternative Rehabilitation BIR ASST. COMISSIONER v. LEPANTO CERAMICS (2017)
Plan and was approved by the Court. However due to the fact that
the value of the Philippine Peso strengthened and appreciated, the Facts:
rehabilitation receiver submitted a Modified Rehabilitation Plan.
Lepanto Ceramics, Inc. (LCI) filed a petition for corporate Held:
rehabilitation under RA 10142 with the RTC in Calamba City. Aside
from financial difficulties, the petition for rehab also alleged LCI's tax Yes, they are guilty of indirect contempt.
liability at 6.3 million pesos. The Rehabilitation (Rehab Court) issued
According to RA 10142, upon the issuance of a commencement
a Commencement Order (Order).
order, the distressed corporation shall be temporarily immune from
The Order declared LCI under rehab and suspended all actions or the enforcement of all claims against it, including all claims of the
proceedings, in court or otherwise, for the enforcement of claims government, whether national or local, including taxes, tariffs and
against LCI. It also directed the BIR to file and serve on LCI its customs duties.
comment or opposition to the petition, or its claims against LCI.
To clarify, however, creditors of the distressed corporation are not
Despite this, petitioners, acting as Assistant Commissioner, Group without remedy as they may still submit their claims to the
Supervisor, and Examiner, sent LCI a notice of informal conference, rehabilitation court for proper consideration so that they may
informing the latter of its tax liabilities for the fiscal year ending June participate in the proceedings, keeping in mind the general policy of
30, 2010. Despite receiving LCI's letter-reply regarding the pendency the law.
of a rehab proceeding, the BIR sent LCI a Formal Letter of Demand.
If the secured creditor maintains his rights under the security or lien:
2. the liquidator may sell the property and satisfy the secured
creditor’s entire claim from the proceeds of the sale; or
Held:
In this case, PNB elected to maintain its rights under the security or
lien; hence, its right to foreclose the mortgaged properties should be
respected, in line with our pronouncement in Consuelo Metal
Corporation.