Metropolitan Bank & Trust Company v.

Absolute Management Corporation

G.R. No. 170498, January 9, 2013
J. Brion (2nd Division)
Facts: Sherwood Holdings Corporation, Inc. (SHCI) filed a complaint for sum of money against
Absolute Management Corporation (AMC). SHCI alleged in its complaint that it made advance
payments to AMC for purchases made, covered by Metrobank Checks, which were all crossed, and were
all made payable to AMC. They were given to Chua, AMCs General Manager, in 1998.
Chua died in 1999, and a special proceeding for the settlement of his estate was commenced
before the RTC of Pasay City. This proceeding was pending at the time AMC filed its answer with
counterclaims and third-party complaint.
SHCI made demands on AMC, after Chuas death, for allegedly undelivered items
worth P8,331,700.00. According to AMC, these transactions could not be found in its records. Upon
investigation, AMC discovered that in 1998, Chua received from SHCI 18 Metrobank checks
worth P31,807,500.00. These were all payable to AMC and were crossed or "for payees account only."
In its answer with counterclaims and third-party complaint, AMC averred that it had no
knowledge of Chuas transactions with SHCI and it did not receive any money from the latter. AMC also
asked the RTC to hold Metrobank liable for the subject checks in case it is adjudged liable to SHCI.
Metrobank filed a motion for bill of particulars, seeking to clarify certain ambiguous statements
in AMCs answer. The RTC granted the motion but AMC failed to submit the required bill of particulars.
Hence, Metrobank filed a motion to strike out the third-party complaint.
The RTC of Quezon City opted to defer consideration of Metrobanks motion to strike out third-
party complaint and it instead granted AMCs motion for leave to serve written interrogatories on the
third-party defendant. While Metrobank filed its answer to the written interrogatories, AMC was again
directed by the RTC to submit its bill of particulars. Instead, AMC filed a motion for
reconsideration which was denied. AMC still did not file its bill of particulars. The RTC, on the other
hand, did not act on Metrobanks motion to strike out AMCs third-party complaint.
In its answer, Metrobank admitted that it deposited the checks in question to the account of
Ayala Lumber and Hardware, a sole proprietorship Chua owned and managed. The deposit was
allegedly done with the knowledge and consent of AMC. According to Metrobank, Chua then gave the
assurance that the arrangement for the handling of the checks carried AMCs consent. Chua also
submitted documents showing his position and interest in AMC. These documents, as well as AMCs
admission in its answer that it allowed Chua to manage AMC with a relative free hand, show that it
knew of Chuas arrangement with Metrobank. Further, Chuas records show that the proceeds of the
checks were remitted to AMC which cannot therefore now claim that it did not receive these proceeds.
Subsequently, Metrobank filed a motion for leave to admit fourth-party complaint against
Chuas estate. It alleged that Chuas estate should reimburse Metrobank in case it would be held liable
in the third-party complaint filed against it by AMC.
The RTC denied Metrobanks motion. It likewise denied Metrobanks motion for reconsideration.
The RTC categorized Metrobanks allegation in the fourth-party complaint as a "cobro de lo indebido"
a kind of quasi-contract that mandates recovery of what has been improperly paid. Quasi-contracts fall
within the concept of implied contracts that must be included in the claims required to be filed with the
judicial settlement of the deceaseds estate under Section 5, Rule 86 of the Rules of Court. As such
claim, it should have been filed in Special Proceedings No. 99-0023, not before the RTC as a fourth-
party complaint. The RTC, acting in the exercise of its general jurisdiction, does not have the authority
to adjudicate the fourth-party complaint. As a trial court hearing an ordinary action, it cannot resolve
matters pertaining to special proceedings because the latter is subject to specific rules.
Metrobank responded to the RTC ruling by filing a petition for certiorari under Rule 65 before
the CA, who affirmed the RTCs ruling that Metrobanks fourth-party complaint should have been filed
in Special Proceedings No. 99-0023. According to the CA, the relief that Metrobank prayed for was
based on a quasi-contract and was a money claim categorized as an implied contract that should be
filed under Section 5, Rule 86 of the Rules of Court.
Based on the statutory construction principle of lex specialis derogat generali, the CA held that
Section 5, Rule 86 of the Rules of Court is a special provision that should prevail over the general
provisions of Section 11, Rule 6 of the Rules of Court. The latter applies to money claims in ordinary
actions while a money claim against a person already deceased falls under the settlement of his estate
that is governed by the rules on special proceedings. If at all, rules for ordinary actions only apply
suppletorily to special proceedings.
In its present petition for review on certiorari, Metrobank asserts that it should be allowed to
file a fourth-party complaint against Chuas estate in the proceedings before the RTC; its fourth-party
complaint was filed merely to enforce its right to be reimbursed by Chuas estate in case Metrobank is
held liable to AMC. Hence, Section 11, Rule 6 of the Rules of Court should apply.
AMC, in its comment, maintains the line that the CA and the RTC rulings should be followed,
i.e., that Metrobanks claim is a quasi-contract that should be filed as a claim under Section 5, Rule 86
of the Rules of Court.
Issue: Whether quasi-contracts are included in claims that should be filed pursuant to Rule 86,
Section 5 of the Rules of Court; and, if so, whether Metrobanks claim against the Estate of Jose Chua
based on a quasi-contract.
Held: Quasi-contracts are included in claims that should be filed under Rule 86, Section 5 of the
Rules of Court. A claim for necessary expenses spent as previous possessor of the land is a kind of
quasi-contract. Citing Leung Ben v. OBrien, the High Court explained that the term "implied contracts,"
as used in our remedial law, originated from the common law where obligations derived from quasi-
contracts and from law are both considered as implied contracts. Thus, the term quasi-contract is
included in the concept "implied contracts" as used in the Rules of Court. Accordingly, liabilities of the
deceased arising from quasi-contracts should be filed as claims in the settlement of his estate, as
provided in Section 5, Rule 86 of the Rules of Court.
Metrobanks fourth-party complaint is based on quasi-contract. Both the RTC and the CA
described Metrobanks claim against Chuas estate as one based on quasi-contract. A quasi-contract
involves a juridical relation that the law creates on the basis of certain voluntary, unilateral and lawful
acts of a person, to avoid unjust enrichment. The Civil Code provides an enumeration of quasi-
contracts, but the list is not exhaustive and merely provides examples.
According to the CA, Metrobanks fourth-party complaint falls under the quasi-contracts
enunciated in Article 2154 of the Civil Code. Article 2154 embodies the concept "solutio indebiti" which
arises when something is delivered through mistake to a person who has no right to demand it. It
obligates the latter to return what has been received through mistake.
Solutio indebiti, as defined in Article 2154 of the Civil Code, has two indispensable requisites:
first, that something has been unduly delivered through mistake; and second, that something was
received when there was no right to demand it.
In its fourth-party complaint, Metrobank claims that Chuas estate should reimburse it if it
becomes liable on the checks that it deposited to Ayala Lumber and Hardwares account upon Chuas
instructions.
This fulfills the requisites of solutio indebiti. First, Metrobank acted in a manner akin to a
mistake when it deposited the AMC checks to Ayala Lumber and Hardwares account; because of Chuas
control over AMCs operations, Metrobank assumed that the checks payable to AMC could be deposited
to Ayala Lumber and Hardwares account. Second, Ayala Lumber and Hardware had no right to
demand and receive the checks that were deposited to its account; despite Chuas control over AMC
and Ayala Lumber and Hardware, the two entities are distinct, and checks exclusively and expressly
payable to one cannot be deposited in the account of the other. This disjunct created an obligation on
the part of Ayala Lumber and Hardware, through its sole proprietor, Chua, to return the amount of
these checks to Metrobank.
The Court notes, however, that its description of Metrobanks fourth-party complaint as a
claimclosely analogous to solutio indebiti is only to determine the validity of the lower courts orders
denying it. It is not an adjudication determining the liability of Chuas estate against Metrobank. The
appropriate trial court should still determine whether Metrobank has a lawful claim against Chuas
estate based on quasi-contract.
Metrobanks fourth-party complaint, as a contingent claim, falls within the claims that should be
filed under Section 5, Rule 86 of the Rules of Court. A distinctive character of Metrobanks fourth-party
complaint is its contingent nature the claim depends on the possibility that Metrobank would be
adjudged liable to AMC, a future event that may or may not happen. This characteristic unmistakably
marks the complaint as a contingent one that must be included in the claims falling under the terms of
Section 5, Rule 86 of the Rules of Court:
Sec. 5. Claims which must be filed under the notice. If not filed, barred; exceptions. All claims
for money against the decedent, arising from contract, express or implied, whether the same be
due, not due, or contingent, all claims for funeral expenses and expenses for the last sickness of
the decedent, and judgment for money against the decedent, must be filed within the time
limited in the notice. [italics ours]
Advocates for Truth in Lending, Inc. v. Bangko Sentral Monetary Board
G.R. No. 192986, January 15, 2013
J. Reyes (En Banc)
Facts: Petitioner "Advocates for Truth in Lending, Inc." (AFTIL) is a non-profit, non-stock
corporation organized to engage in pro bono concerns and activities relating to money lending issues.
R.A. No. 265, which created the Central Bank (CB) of the Philippines on June 15, 1948,
empowered the CB-MB to, among others, set the maximum interest rates which banks may charge for
all types of loans and other credit operations, within limits prescribed by the Usury Law.
On March 17, 1980, the Usury Law was amended by Presidential Decree (P.D.) No. 1684, giving
the CB-MB authority to prescribe different maximum rates of interest which may be imposed for a loan
or renewal thereof or the forbearance of any money, goods or credits, provided that the changes are
effected gradually and announced in advance.
In its Resolution No. 2224 dated December 3, 1982, the CB-MB issued CB Circular No. 905,
Series of 1982, effective on January 1, 1983. Section 1 of the Circular, under its General Provisions,
removed the ceilings on interest rates on loans or forbearance of any money, goods or credits.
The Circular then went on to amend Books I to IV of the CBs "Manual of Regulations for Banks
and Other Financial Intermediaries" (Manual of Regulations) by removing the applicable ceilings on
specific interest rates. Thus, Sections 5, 9 and 10 of CB Circular No. 905 amended Book I, Subsections
1303, 1349, 1388.1 of the Manual of Regulations, by removing the ceilings for interest and other
charges, commissions, premiums, and fees applicable to commercial banks; Sections 12 and 17
removed the interest ceilings for thrift banks (Book II, Subsections 2303, 2349); Sections 19 and 21
removed the ceilings applicable to rural banks (Book III, Subsection 3152.3-c); and, Sections 26, 28, 30
and 32 removed the ceilings for non-bank financial intermediaries (Book IV, Subsections 4303Q.1 to
4303Q.9, 4303N.1, 4303P).
On June 14, 1993, President Fidel V. Ramos signed into law R.A. No. 7653 establishing the
Bangko Sentral ng Pilipinas (BSP) to replace the CB.
Accordingly, a petition for a writ of certiorari was filed by petitioners. To justify their skipping
the hierarchy of courts and going directly to this Court to secure a writ of certiorari, petitioners contend
that the transcendental importance of their Petition can readily be seen in the issues raised therei