University of Mindanao v. BSP

UNIVERSITY OF MINDANAO
VS.
BANGKO SENTRAL NG PILIPINAS, ET AL.
11 JANUARY 2016)
G.R. NO. 194964-65
Escueta, Mikee B.
2BB
WHY?
➢ Familiarity and mastery with the legal documents and concepts
mentioned in the case i.e., Secretary’s Certificate, Board Resolution,
Minutes of the Meeting, Board of Directors/Trustees TCT, etc.
➢ Nature of work experience and current work
➢ Fond of Corporate Law especially in practice
➢ Learning experience
➢ Challenging as Obligations and Contracts is a personal waterloo
➢ Incorporates both Civil Law and Commercial Law
3
FACTS
“BEFORE 1982” 1982 1983 1985 – 1991 1999 – 2010
• Spouses Guillermo B. Torres • Upon Guillermo B. Torres’ request, BSP’ mortgage lien over the • FISLAI, DSLAI, and Land Bank of • BSP sent a letter to University of
Bangko Sentral ng Pilipinas issued the Philippines entered into a Mindanao, informing it that the
(President) and Dolores P. Iligan City properties and Aurora Memorandum of Agreement bank would foreclose its properties if
a P1.9 million standby emergency MSLAI’s total outstanding obligation
Torres(Treasurer) incorporated de Leon’s certification were intended to rehabilitate the thrift
credit to FISLAI. of P12,534,907.73 remained unpaid.
and operated two thrift banks (1) annotated on Transfer banks, which had been suffering
First Iligan Savings & Loan • from their depositors’ heavy • In its reply to BSP, UM through its
University of Mindanao’s (UM) Certificates of Title Nos. T-15696 withdrawals. Among the terms of the VP for Accounting, Detoya, denied
Association, Inc. (FSLAI), (2) Vice President for Finance, and T-15697.18 BSP mortgage agreement was the merger of FISLAI that UM’s properties were
Davao Savings and Loan Saturnino Petalcorin, executed a and DSLAI, with DSLAI as the mortgaged.
deed of real estate mortgage over
lien over the Iligan City surviving corporation. DSLAI later
Association, Inc. (DSLAI). properties was also annotated on • UM filed two Complaints for
UM’s property in Cagayan de Oro became known as Mindanao Savings
nullification and cancellation of
City (covered by Transfer the tax declarations covering the and Loan Association, Inc. (MSLAI).
mortgage. One Complaint was filed
Certificate of Title No. T-14345) in Iligan City properties. • Guillermo Torres died in 1989.
before the Regional Trial Court of
favor of Bangko Sentral ng Cagayan de Oro City, and the other
Pilipinas (with Secretary’s Complaint was filed before the
• MSLAI failed to recover from its Regional Trial Court of Iligan City.
Certificate signed by De Leon, the losses and was liquidated on May 24,
CorpsSec). 1991.
ISSUES
1. whether respondent Bangko Sentral ng Pilipinas’ action to

foreclose the mortgaged properties had already prescribed; (NO)
and
2. whether petitioner University of Mindanao is bound by the

real estate mortgage contracts executed by Saturnino Petalcorin
(NO).
RULING
(1) NO. The action had not yet been prescribed.
• Prescription is the mode of acquiring or losing rights through the lapse of time. Its purpose is “to
protect the diligent and vigilant, not those who sleep on their rights.” The prescriptive period for
actions on mortgages is ten (10) years from the day they may be brought. Actions on mortgages may
be brought not upon the execution of the mortgage contract but upon default in payment of the
obligation secured by the mortgage.
A debtor is considered in default when he or she fails to pay the obligation on due date and, subject
to exceptions, after demands for payment were made by the creditor (Art. 1169 and Art. 1193, Civil
Code of the Philippines).
(2) NO. The relationship between a corporation and its representatives is

governed by the general principles of agency.
• There must be authority from the principal before anyone can act in his or her name. Hence,
without delegation by the board of directors or trustees, acts of a person—including those of the
corporation’s directors, trustees, shareholders, or officers—executed on behalf of the corporation are
generally not binding on the corporation (Art. 1317 and Art. 1403, Civil Code of the Philippines), (Sec.
23 and Sec. 36 of Corporation Code of the Philippines).
6
INSIGHTS
INTERESTING INTERCONNECTEDNESS IDEAL

• To delve into (since
• As a specialization or practice
provisions or some of its
concepts are usually of Civil Law + Commercial Law • As a topic of legal
difficult to understand the discussion; how it operates in
first time). a simple [everyday]
• Sparks an appreciation as to encounters or transactions in
how Commercial Law and society.
Civil Law are both
excellently applied to a
certain case.
THANK YOU!

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UNIVERSITY OF MINDANAO

1. whether respondent Bangko Sentral ng Pilipinas’ action to

2. whether petitioner University of Mindanao is bound by the

(2) NO. The relationship between a corporation and its representatives is

INTERESTING INTERCONNECTEDNESS IDEAL

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