Manila Banking Corp vs Teodoro

Mani Manila la Bank Bankin ing g Corp Corp.. v Anas Anasta taci cio o Teodoro, Jr. and Grace Teodoro

shing +oats and that the Phil Philip ippi pine ne :ishe isheri ries es %o// %o//is issi sion on succeeded A a!ter itsa+olition(

Bidin, J. | 1989 1. April 1966, Spouses Teodoro together with Teodoro Sr executed a P in !a"our o! #anila Ban$ing %orp &#B%'( ) )

Pa*a a*a+le within 1- da*s &until Aug', with 1 interest perannu/( The* !ailed to pa* and le!t +alance o! 10$ as o! Septe/+er 1969(

. #a* and June 1966, executed two Ps( ) )

8$ and 1$ respecti"el* pa*a+le within 1- da*s and 1 per annu/( The* The* /ade /ade part partia iall pa* pa*/e /ent nt +ut +ut stil stilll le!t 8.9$ +alance as o! Septe/+er 1969(

. 2t appears than in 1963, Teodoro Jr exec execut uted ed a 4eed 4eed o! Assi Assign gn/e /ent nt o!  5ecei ecei"a "a+l +les es in !a"o !a"our ur o! #B% #B% !ro/ !ro/ /ergenc* /plo*/ent Ad/inistration( ) )

A/ounted to to 33$( The deed pro"ided it was !or cons consid ider erat atio ion n o! cert certai ain n cred credit its, s, loans, loans, o"erd o"erdra! ra!ts ts and other other credi creditt acco// acco//odat odation ions s exten extended ded to the spouses and Teodoro Sr as securit* !or the pa*/ent o! said su/ and inte interrest est ther thereo eon( n( and and that that the* the* release and 7uitclai/ all its rights, title and interest in the recei"a+les( recei"a+les(

3. 2n the the stip stipul ulat atio ions ns o! !act !act,, it was was ad/itted +* the parties )

That #B% extended loans to the spouses and Teodoro Jr +ecause o!  certai certain n contra contracts cts enter entered ed into into +* latt latter er with with A A !or !or !a+r !a+ric icat atio ion n o! 

)

That That non non)p )pa* a*/e /ent nt o! o! the the Ps Ps was was due to !ailure o! the %o//ission to pa* spouses() That the Ban$ too$ steps to collect !ro/ the %o//ission +ut no collection was e;ected(

0. :or !ail ailure ure o! the spou spouse ses s and and  Teodor  Teodor Sr to pa*, #B% instituted against the/( )

Teodoro Sr su+se7uentl* died so suit onl* against the spouses(

6. T% !a"oured #B%( #:5 denied( ) Spou Spouse ses s appe appeal ale ed to %A +ut +ut si since nce issu ssue pure 7uestion o => the the assi assign gn/e /ent nt o! recei ecei"a "a+l +les es has the e;ect o! pa*/ent o! all the loans contracted +* the spouses( o.

=> #B% /ust exhaust all legal re/ed e/edie ies s agai agains nstt P:% P:% +e!o +e!orre it can can proceed against the spouses. o Ratio: Assign/ent o! credit credit

) An agree/ent +* "irtue o! which the owner o! a credit&assignor' +* a legal cause cause &e.g. &e.g. sale, sale, dation dation in pa*/en pa*/ent, t, exchan change ge or dona donati tion on'' and with withou outt the need o! the consent o! the de+tor, trans!ers his credit and its accessor* rights ghts to anot anothe herr&assi assign gnee ee'' who ac7uires the power to en!orce it to the sa/e sa/e exten xtentt as the the assig assigno norr coul could d ha"e en!orced it against the de+tor( ) #a* +e in !or/ o! •

•

Sale 4ation in pa*/ent ) when a de+tor, in order to o+tain a release !ro/ !ro/ his

de+t, assigns to his creditor a credit he has against a third person( •

•

)

does so as agent and representati"e and in trust o! assignee(

4onation ? when it is +* gratuitous title(

) S% character o! transaction is not deter/ined +* the language in docu/ent +ut +* intention o! the parties(

@uarant* ? creditor gi"es as a collateral, to secure his own de+t in !a"our o! the assignee, without trans/itting ownership(

) 2! it was intended to secure the pa*/ent o! /one*, it /ust +e construed as a pledge.

+ligations +etween the parties will depend upon the uridical relation which is the +asis o! the assign/ent(

=hat is the legal e;ect o! the Assign/ent &since its "alidit* is not in 7uestion' 1. Assignment o receiva!les in 1"#$ did not transer t%e o&ners%ip o  t%e receiva!les to MBC and release t%e spouses rom t%eir loans'

) %onsideration was !or certain credits, loans, o"erdra!ts and credit acco//odations worth 1-$ extended +* #B% to spouses and as securit* !or the pa*/ent o! said su/ and interest thereon( also 7uitclai/ o! rights to #B% o! their interest in the recei"a+les( ) Stipulated also that it was a continuing guarant* !or !uture loans and correspondingl*, the assign/ent shall extend to all accounts recei"a+le( Contention o spouses: not mere guarant( since it &as stipulated:

) That the assignor release and 7uitclai/ to assignee all its rights, title and interest in the accounts recei"a+le( ) That title and right o! possession to account recei"a+le is to re/ain in assignee and it shall ha"e right to collect directl* !ro/ the de+tor( that whate"er the assignor does in connection with collection o! such, it

) A trans!er o! propert* +* the de+tor to a creditor, e"en i! suCcient on its !ar/ to /a$e an a+solute con"e*ance, should +e treated as a pledge i! the de+t continues in existence and is not discharged +* the trans!er( Assign/ent o! recei"a+les did not result !ro/ sale or +* "irtue o! a dation in pa*/ent( ) At ti/e the deed was executed, the loans were non)existent *et( ) At /ost, it was a dation !or 1-$, the a/ount o! credit with #B% indicated in the deed( at the ti/e o! execution, there was no o+ligation to +e extinguished except !or the 1-$( ) 19 in order that an o+ligation /a* +e extinguished +* another which su+stitutes the sa/e, it is i/perati"e that it +e so declared in une7ui"ocal ter/s, or that the old and the new o+ligations +e on e"er* point inco/pati+le with each other( 4eed o! assign/ent intended as collateral securit* !or the loans, as a continuing guarant* !or whate"er su/s that would +e owing +* spouses( ) 2n case o! dou+t as to whether a transaction is a pledge or a dation in pa*/ent, the presu/ption is in !a"or o!  pledge, the latter +eing the lesser trans/ission o! rights and interests &DopeE " %A'(

). MBC need not e*%aust all legal remedies against +C:

) Spouses, not +eing released +* the assign/ent, re/ain as the principal de+tors o! #B%,rather than /ere guarantors( ) The deed o+ligations(

 Title /o"es !ro/ assignor to assignee +ut that title is de!easi+le +eing designed to collateraliEe the principal o+ligation )

/erel* guarantees said

) -08 &creditor /ust ha"e exhausted propert* o! de+tor and resorted to all legal re/edies +e!ore it can proceed to guarantor' does not appl* to the/( ) Appellants are +oth the principal de+tors and the pledgors or /ortgagors( ) #B% did tr* to collect +ut at P, it was disappro"ed( so the loan was +asicall* unsecured( 42S#2SS4. :eliciano, J. concurring  Justice BidinFs, Gthe character o! the transactions +etween the parties is not, howe"er, deter/ined +* the language used in the docu/ent +ut +* their intentionH ? not without exception(

perationall* /eans assignee is +urdened to collateraliEe the principal o+ligation( ta$ing the proceeds o! the recei"a+les assigned and appl*ing such proceeds to the satis!action o! the principal o+ligation and returning an* +alance re/aining therea!ter to the assignor(

 The parties ga"e the deed o! assign/ent the !or/ o! an a+solute con"e*ance o!  title o"er the recei"a+les assigned, essentiall* !or the con"enience o! the assignee ) =ithout such nature o! a+solute con"e*ance, the assignee would ha"e to !oreclose the properties( he would ha"e to co/pl* with docu/entation and registration re7uire/ents o! a pledge or chattel /ortgage'( )

A deed o! assign/ent +* wa* o!  securit* a"oids the necessit* o! a pu+lic sale i/pose +* the rule on pactu/ co//isoriu/, +* in e;ect placing the sale o! the collateral up !ront(

)

The !oregoing is applica+le where the deed o! assign/ent o!   recei"a+les co/+ines ele/ents o!  +oth a co/plete alienation o! the credits and a securit* arrange/ent to assure pa*/ent o! a principal o+ligation(

) =ords IagentF also con"e* the ideas(

)

) But such /ust +e ta$en in conunction with and 7ualied +* other language showing intent o! the parties that title to the recei"a+les shall pass to the assignee !or the li/ited purpose o! securing another, principal o+ligation owed +* the assignor to the assignee(

=here the nd ele/ent is a+sent, the assign/ent would constitute essentiall* a /ode o! pa*/ent or dacion en pago(

)

2n order that a deed o! assign/ent o! recei"a+les which is in !or/ an a+solute con"e*ance o! title to the credits +eing assigned, /a* +e 7ualied and treated as a securit*

) 4eed here contains language which suggest that the parties intended co/plete alienation o! title to and rights o"er the recei"a+les() =ords Ire/iseF, IreleaseF and I7uitclai/F and clauses I title the title and right o! possession to said accounts recei"a+le is to re/ain in said assigneeG who Gshall ha"e the right to collect directl* !ro/ the de+torF(

arrange/ent, language to such e;ect /ust +e !ound in the docu/ent itsel! and that language, precisel*,is e/+odied in the deed o! assign/ent in the instant case.