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TIDRD DIVISION

NOTICE
Sirs/Mesdames:
Please take notice that the Court, Third Division, issued a Resolution
dated February 27, 2023, which reads as follows:

"G.R. No. 240355 (Minerva E. Bayanin and Eden A. Cruz v.

Philippine National Bank); G.R. No. 240375 (Philippine National Bank v.
Minerva E. Bayanin and Eden A. Cruz). - Before Us are two consolidated
petitions for review on certiorari under Rule 45 of the Rules of Court, as
amended, assailing the Decision' dated January 30, 2018 and the Amended
Decision2 dated June 28, 2018 of the Court of Appeals (CA) in CA-G.R. CV
No. 106835.

The assailed issuances affirmed with modification the Decision3 dated

December 21, 2015 and Order4 dated February 19, 2016 issued by Branch 66
of the Regional Trial Court (RTC) ofMakati City in Civil Case No. 13-244.

Antecedents

As culled from the records, the factual and procedural antecedents of the
case are hardly in dispute.

Minerva E. Bayanin (Bayanin) and Eden A. Cruz (Cruz) are licensed real
estate brokers who are accredited by the Philippine National Bank (PNB). Their
Broker Accreditation Terms and Conditions5 state that if they are able to sell
PNB's properties, they shall be entitled to a broker's commission. In particular,
they are entitled to a 3% commission if they are able to sell a PNB property, the
selling price of which exceeds Pl 0,000,000.00.6

Sometime in October 2007, Bayanin and Cruz were able to facilitate

negotiations between Avida Land Corporation (A vida) and PNB, wherein the

Rollo (G.R. No. 240355), pp. 42-65. Penned by Associate Justice Rafael Antonio M. Santos with
Associate Justices Apol inario D. Bruselas, Jr. and Socorro B. lnting (now a Commissioner of the
Commission on Elections) concurring.
Id. at 34-40. Penned by Associate Justice Rafael Antonio M. Santos with Associate Justices Apolinario
D. Bruselas, Jr. and Ricardo R. Rosario (now a Member of this Court) concurring.
Id. at 11 3-128. Rendered by Presiding Judge Joselito C. Villarosa.
4
Id. at 129.
s Rollo (G.R. No. 240375), pp. 104- 107.
6
Rollo (G.R. No. 240355), p.1 13.

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 Resolution -2 - G.R. Nos. 240355 & 240375
February 27, 2023

former expressed its intent to purchase from the latter two parcels of real
property located along EDSA comer Reliance and Mayflower Streets,
Barangay Highway Hills, Mandaluyong City which are covered by Transfer
Certificate of Title (TCT) Nos. 15995 and 20365. By virtue of the efforts of
Bayanin and Cruz, Avida made upon PNB a deposit of P40,000,000.00 on June
25, 2008. However, the transaction stalled, prompting Avida to withdraw the
same. 7

Thereafter, PNB and Avida entered into backdoor negotiations with each
other, purportedly exploring the possibility of arriving at a joint venture
agreement for the development of the real properties in question. In so doing,
they purposely and deliberately withheld from Bayanin and Cruz access to all
information on the progress of their discussions. 8

In April 2010, Bayanin and Cruz discovered that PNB and Avida had
already agreed to develop the subject properties into what would now be known
as the Avida Towers Centera condominium. Caught unaware, they demanded
the payment of their respective broker's commission, to no avail. Thus, they
instituted against both PNB and Avida a case for specific performance and
damages before the RTC. 9

PNB admitted that Bayanin and Cruz were both accredited with the bank
as licensed real estate brokers. Their role in introducing Avida to PNB as a
prospective buyer of the subject lots was likewise undisputed. However, PNB
contended that Bayanin and Cruz are not entitled to a broker's commission
because no sale of real property was involved in its joint venture with Avida.
PNB averred that the subject properties were conveyed to Avida only as a
means to facilitate the said joint venture. 10 To bolster its claim, PNB submitted
a copy of their Memorandum of Agreement (MOA) 11 dated April 13, 2010 and
an undated Deed of Conveyance 12 for the transfer of the lots in question to
Avida.

The MOA states, inter alia, that Avida shall pay PNB in installments the
total amount of Pl,399,379,000.00 "[in] consideration for the conveyance by
PNB of the Property." 13 Prescinding from this revelation, Bayanin and Cruz
amended their complaint and demanded 3% thereof as commission, which is
equivalent to P41,981,370.00. 14

The RTC Ruling

7
Id.
8
Id.at 113-114.
9
Id. at 114.
10
Id.
11
Rollo (G.R. No. 240375), pp. 124-142.
12
Id. at 143-151.
13
Id. at 134.
14
Rollo (G.R. No. 240355), p. 114.

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 Resolution -3 - G.R. Nos. 240355 & 240375
February 27, 2023

On December 21, 2015, the RTC rendered a Decision 15 in favor of

Bayanin and Cruz.

The trial court found that notwithstanding the nomenclature of the MOA
between PNB and Avida, it cannot be denied that there was a definite
agreement for PNB to transfer all of its rights over the subject property in favor
of Avida; that all of the essential elements of a contract of sale are present in
this case; that PNB is contractually obligated to pay the broker's commission
pursuant to the terms of the accreditation of Bayanin and Cruz; and that PNB
acted with evident bad faith in refusing to pay the same. 16

The dispositive portion of the RTC's Decision reads:

WHEREFORE, in view of the foregoing, the Court finds for the

plaintiffs.

1. Defendant PNB is hereby ordered to pay the plaintiffs brokers

commission equivalent to 3% of Pl,399,379,000.00, or the sum of
P41,981,370.00, as follows:

a. P7,589,944.10 based on Avida's total remittances received by PNB

from February 2012 to January 2015 plus 12% legal interest per
annum from filing complaint until fully paid.

b. The same rate of 3% commission plus 12% legal interest per annum
from filing of the complaint until fully paid for succeeding monthly
payments received by PNB from Avida from February 20 15 until
payment reaches 25% of Pl,399,379,000.00.

c. Upon Avida's remittances to PNB reaching the equivalent of 25% of

Pl,399,379,000.00, to pay the balance of the commission due the
plaintiffs plus 12% legal interest per annum from filing complaint
until fully paid.

2. Defendant PNB shall pay plaintiffs -

a. P200,000.00 as moral damages

b. P200,000.00 as exemplary damages

c. Pl00,000.00 as attorney's fees

d. Costs of Suit

3. Defendant Avida is directed to furnish the court and the plaintiffs the
summary of all monthly remittance payments to PNB.

All other claims and counterclaims are hereby DISMISSED for

dearth of evidence.

15
Id. at 11 3- I28.
16
Id. at 125-127.

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I
 Resolution -4 - G.R. Nos. 240355 & 240375
February 27, 2023

17
SO ORDERED.

In its subsequent Order18 dated February 19, 2016 which denied PNB' s
motion for reconsideration, the RTC modified the amount of legal interest on
the total monetary award. Thus:

WHEREFORE, in view of the foregoing, the Decision dated

December 21, 20 15 is hereby MODIFIED and Defendant Philippine
National Bank is hereby found liable to pay legal interest on the amount due
the Plaintiffs of the brokers' commission at the rate of 6% per annum from
judicial demand until fully paid.
19
SO ORDERED.

Aggrieved, PNB interposed an appeal to the CA.

In its Appellant's Brief,20 PNB asserted that its MOA with Avida is a
joint venture and not a sale, and that it never authorized Bayanin and Cruz to
facilitate or broker a joint venture;2 1 and that in the absence of any contract of
sale, they are not entitled to the broker's commission. 22

In their Appellees' Brief, 23 Bayanin and Cruz countermanded that as

correctly ruled by the RTC, all of the essential elements of a contract of sale are
obtaining in this case;24 that by virtue of PNB's admission that they are
accredited brokers, they are entitled to the commission that was unlawfully
deprived from them; 25 and that because PNB acted with manifest bad faith, they
were correctly awarded moral and exemplary damages, as well as attorney's
fees and costs of suit. 26

The CA Ruling

On January 30, 2018, the CA rendered the assailed Decision27 affirming

with modification the findings and conclusions of the RTC.

The appellate court decreed that, indeed, Bayanin and Cruz actively
facilitated and arranged the conduct of negotiations between PNB and Avida
and it was through their efforts that Avida learned about PNB's properties
which were for sale at that time;28 that it is plain as day that Bayanin and Cruz
were instrumental to the signing of the MOA; 29 that Bayanin and Cruz's lack
17
Id. at 127-128.
18
Id. at 129.
19
Id.
20
Id. at 130- 163.
21
Id. at 14 1- 157.
22
Id. at 157- 161.
23
Id. at 164-2 18.
24
Id. at 180- I 94.
25
Id. at 194-212.
26
Id. at212-2 14 .
27
Id. at 42-65.
28
Id. at 49-53 .
29
Id. at 54.

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 Resolution -5 - G.R. Nos. 240355 & 240375
February 27, 2023

of authority to broker a joint venture agreement is immaterial because a broker

earns his or her pay merely by bringing the buyer and seller together, even if
no sale is actually made; 30 that, in any event, Bayanin and Cruz are entitled to
their commissions because the subject MOA is in the nature of a contract of
sale;31 and that PNB's fraudulent acts justify the award of exemplary and moral
damages, as well as attorney's fees and costs of suit. 32

Thus, the CA disposed as follows:

WHEREFORE, the appeal is DENIED for lack of merit. The

Decision dated 2 1 December 2015 rendered by the Regional Trial Court,
National Capital Judicial Region, Branch 66, Makati City is hereby
AFFIRMED with the MODIFICATION that the awards of moral and
exemplary damages shall be reduced to P l 00,000.00 each and the award of
attorney' s fees shall also be reduced to P50,000.00. All monetary awards
shall earn interest at the rate of 6% per annum from the filing of the
complaint until fully paid.

SO ORDERED.33

PNB filed a Motion for Reconsideration34 which was partly granted by

the CA in the assailed Amended Decision35 dated June 28, 2018.

The CA firmly maintained PNB ' s liability to Bayanin and Cruz.

Nevertheless, it ruled that legal interest had not yet accrued because there was
still no delay in the payment of the broker's commission. The CA ratiocinated
that the broker' s commission is payable only upon payment of at least 25% of
the selling price and, as shown in the records, the payments of A vida to PNB
have not yet reached this threshold.

Ultimately, the CA ruled:

Accordingly, the dispositive portion of this Comt' s Decision

promulgated on 30 January 2018 is hereby amended as follows:

"WHEREFORE, the appeal is DENIED for lack of

merit. The Decision dated 21 December 2015 rendered by the
Regional Trial Court, National Capital Judicial Region,
Branch 66, Makati City is hereby AFFIRMED with the
MODIFICATION that the awards of moral and exemplary
damages shall be reduced to P l00,000.00 each and the award
of attorney's fees shall also be reduced to P50,000.00 and the
legal interest at the rate of 12% per annum imposed on the
broker' s commission is hereby DELETED. All monetary
awards, including the broker's commission, or anv balance
due after AVIDA's remittance to PNB has reached 25% of

30
Id. at 54-57.
31
Id. at 57-63 .
32
Id. at 63-64.
33
Id. at 64 .
34
Id. at 66-82.
35
Id. at 34-40.

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 Resolution -6 - G.R. Nos. 240355 & 240375
February 27, 2023

Pl,399,379,000.00, shall earn interest at the rate of 6% per

annum from the finality ofthis Decision until fully paid."

SO ORDERED.36

Hence, the present recourse.

Arguments

In their petition,37 Bayanin and Cruz question the CA's ruling only
insofar as it adjusted the reckoning period for the running of legal interest on
the monetary awards due them. They contend that the assessment of interest on
the monetary awards on the date of the finality of the CA's Decision
"essentially erased PNB' s liability for its bad faith in depriving them of their
brokers' commission and is tantamount to rewarding the bank of its said
unacceptable and :fraudulent conduct."38 Accordingly, this Court must revert
the accrual of legal interest to the date of judicial demand.
39
On the other hand, PNB asseverates in its petition that the RTC and the
CA erred in finding that its MOA with A vida was in the nature of a contract of
40
sale; that, au contraire, it is a contract of partnership or a joint venture where
it is uncertain if PNB would receive the entire amount of Pl,399,379,000.00
contemplated therein; 41 and that, as such, Bayanin and Cruz are not entitled to
any b rok er , s comm1ss1on.
· · 42

43
Meanwhile, in a Resolution dated June 15, 2020, the parties were
directed to move in the premises and furnish the Court with information on the
monthly remittances that PNB has received from A vida. In its Manifestation
44
and Compliance dated January 15, 2021, PNB disclosed that as of December
3, 2020, Avida had already remitted to it the amount of Pl,171 ,107,058.22
"with a discrepancy of x x x 1>27,000.00 when compared with Avida's
45
Report."

Issue

The Court is called upon to determine whether the CA erred in (1)

affirming with modification the judgment of the RTC which found PNB liable
to Bayanin and Cruz for the payment of their respective broker's commission
and damages; and (2) adjusting the reckoning period for the computation of the
legal interest on the total monetary award due Bayanin and Cruz.

36
Id. at 39.
37
Id. at I 0-31.
38
Id. at 23.
39
Rollo (G.R. No. 240375), pp. 40-72.
40
Id. at 51 -53.
41
Id. at 53-66.
42
Id. at 66-67.
43
Rollo (G.R. No. 240355), pp. 243-245.
44
Id. at 255-262.
45
Id. at 256.

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 Resolution -7 - G.R. Nos. 240355 & 240375
February 27, 2023

The Ruling of the Court

I.

At the outset, only questions of law may be raised in a petition for review
on certioran46 as the Court is not a trier of facts .47 This Court will not review
facts, as it is not our function to analyze or weigh all over again evidence
already considered in the proceedings below. 48 We are confined to the review
49
of errors of law that may have been committed in the judgment under review.

In Cheesman v. Intermediate Appellate Court, 50 We distinguished

questions of fact and questions of law in the following manner:

As distinguished from a question of law-which exists "when the doubt or

difference arises as to what the law is on a certain state of facts" - "there is
a question of fact when the doubt or difference arises as to the truth or the
falsehood of alleged facts;" or when the "query necessarily invites calibration
of the whole evidence considering mainly the credibility of witnesses,
existence and relevancy of specific surrounding circumstances, their relation;
to each other and to the whole and the probabilities of the situation. " 51

For a question to be one of law, the question must not involve an

examination of the probative value of the evidence presented by any of the
litigants. The resolution of the issue must solely depend on what the law
provides on the given set of circumstances. Once it is obvious that the issue
52
invites a review of the evidence presented, the question posed is one of fact.

The determination of whether the MOA entered into between PNB and
Avida is actually a contract of sale or not calls for a review of the evidence
presented during trial. This is readily apparent from PNB 's duplication of
several passages53 from the transcript of stenographic notes as evidence in
support of its posture that the MOA in question does not ipso facto involve or
even contemplate a sale transaction.

On this score alone, PNB's petition merits an outright dismissal.

In any event, the Court has scrutinized the errors that PNB ascribes to
the CA. Even if we were to overlook PNB 's procedural lapses, Our position
remains unswayed. Its petition is devoid of merit.

II.

46
Pascual v. Burgos, 776 Phil. 167, 169 (20 16).
47
Catan v. Vinarao, 820 Phil. 257, 265 {2017).
48
Miro v. Vda. De Erederos, 721 Phil. 772, 785 (2013).
49
Spouses Sibay v. Spouses Bermudez, 813 Phil. 807, 813 {20 I7).
50
271 Phil. 89 (1991).
51
Id. at 97-98.
52
Heirs of Villanueva v. Heirs of Mendoza, 810 Phil. 172, 178 (2017).
53
Rollo (G.R. No. 240375), pp. 56-6 1.

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 Resolution -8 - G.R. Nos. 240355 & 240375
February 27, 2023

It is beyond cavil that Bayanin and Cruz are real estate brokers. In
Medrano v. Court Appeals,54 the Court delineated the role of brokers in contract
negotiations and the instances when they are entitled to receive their respective
comm1ss1ons:

A broker is generally defined as one who is engaged, for others, on a

commission, negotiating contracts relative to property with the custody of
which he has no concern; the negotiator between other parties, never acting
in his own name but in the name of those who employed him; he is strictly a
middleman and for some purposes the agent of both parties. A broker is one
whose occupation is to bring parties together, in matters of trade, commerce
or navigation. x x x

"Procuring cause" is meant to be the proximate cause. The term

"procuring cause," in describing a broker's activity, refers to a
cause originating a series of events which, without break in their continuity,
result in accomplishment of prime objective of the employment of the broker
- producing a purchaser ready, willing and able to buy real estate on the
owner's terms. A broker will be regarded as the "procuring cause" of a sale,
so as to be entitled to commission, if his efforts are the foundation on which
the negotiations resulting in a sale are begun. The broker must be the efficient
agent or the procuring cause of the sale. The means employed by him and his
efforts must result in the sale. He must find the purchaser, and the sale must
proceed from his efforts acting as broker. 55 (Citations omitted)

Prescinding from the foregoing, it is apparent that brokers are due their
commissions if they facilitate sales through their own efforts, without which
such sales would never have been consummated in the first place.

Article 1458 of the Civil Code defines a contract of sale in the following
manner:

ARTICLE 1458. By the contract of sale one of the contracting parties

obligates himself to transfer the ownership of and to deliver a determinate
thing, and the other to pay therefor a price certain in money or its equivalent.

The essential elements of a contract of sale are: (1) the consent or

meeting of the minds, that is, to transfer ownership in exchange for the price;
(2) the object certain which is the subject matter of the contract; and (3) the
cause of the obligation which is established. 56

A perfected contract of sale imposes reciprocal obligations on the parties

whereby the vendor obligates itself to transfer the ownership of and to deliver
a determinate thing to the buyer who, in tum, is obligated to pay a price certain
in money or its equivalent. 57 The seller transfers the property sold to the buyer
for a consideration called the price, which means ownership is transferred to

54
492 Phil. 222 (2005).
55
Id. at 232-233.
56
San Lorenzo Development Corporation v. Court ofAppeals, 490 Phil. 7, 20 (2005).
57
Macasaet v. R. Transport Corporation, 561 Phil. 605, 613 (2007).

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 Resolution -9 - G.R. Nos. 240355 & 240375
February 27, 2023

the buyer upon its execution through any of the modes of delivery or tradition. 58
In other words, the very essence of a contract of sale is the transfer of
ownership in exchange for a price paid or promised. 59

The Court agrees with the RTC's assessment, as affirmed by the CA, that
PNB and Avida had a perfected contract of sale which was wittingly or
unwittingly obscured by their MOA. At this juncture, We quote with
affirmation the following comprehensive discussion of the CA on this matter:

Clearly, as evidenced by the Deed of Conveyance, it was the real

intention of the patties in entering into a MOA to transfer the "rights, title
and interest" of PNB over the PNB properties to AVIDA in exchange for a
stipulated consideration. Said conveyance of PNB properties to AVIDA is
essentially a contract of sale because all the elements of a sale are present in
the transaction: (a) consent or meeting of the minds, that is, consent to transfer
ownership in exchange for the price; (b) determinate subject matter; and (c)
price certain in money or its equivalent.

First, there was a meeting of the minds between PNB and AVIDA
when PNB ceded, transferred and conveyed to AVIDA all its rights, title and
interest in and to the PNB properties and AVIDA accepted the same. Second,
there was a definite subject matter to be sold, which were the PNB properties.
Third, PNB agreed to cede, transfer, and convey the PNB properties to
AVIDA for a price certain in money, that is, not less than Pl,399,379,000.00,
the payment of which shall be based on a formula provided in the MOA and
the Deed ofConveyance.

PNB's contention that there was no payment of price certain is belied

by the fact that in the Certificate Authorizing Registration (CAR) issued by
the Bureau of Internal Revenue, the said amount was used by PNB as basis
in computing the creditable withholding tax and the documentary stamp tax
to be paid. In the CAR, the amount of Pl,399,379,000.00 was specifically
indicated by the taxpayer (PNB) filing the return as the "Selling Price. "

Moreover, the fact that the words of the stipulated consideration state
that "Property Value which will not be less than One Billion, Three Hundred
Ninety Nine Million, Three Hundred Seventy[-]Nine Thousand Pesos
(PHPl,399,379,000.00), provided that the development of the Project is
completed in accordance with the master plan" does not make the price
uncertain. As ruled by Supreme Court in Boston Bank of the Philippines v.
Manalo:

Irrefragably, under Article 1469 of the New Civil

Code, the price of the property sold may be considered certain
if it be so with reference to another thing certain. It is
sufficient if it can be determined by the stipulations of the
contract made by the parties thereto or by reference to an
agreement incorporated in the contract of sale or contract to
sell or if it is capable of being ascertained with certainty in
said contract; or if the contract contains express or implied
provisions by which it may be rendered certain; or if it

58
Heirs of Vil/eza v. Aliangan, G.R. Nos. 244667-69, December 2, 2020.
59
Ace Foods, Inc. v. Micro Pacific Technologies Co., Ltd. , 723 Phil. 742, 750(20 13).

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Resolution G.R. Nos. 240355 & 240375
February 27, 2023

provides some method or criterion by which it can be

definitely ascertained. As this Court held in Villaraza v. Court
of Appeals, the price is considered certain if, by its terms, the
contract furnishes a basis or measure for ascertaining the
amount agreed upon. x x x

Another indication that the conveyance of PNB properties is a sale

and not a joint venture is the stipulation in Section 2 of the MOA that vests
ownership and control of the residential condominium project to AVIDA.
This means that after transferring ownership of the PNB properties to
AVIDA, PNB will no longer have any participation in the supposed joint
venture except to receive payment, as consideration for the value of the PNB
properties based on a formula provided in the MOA and the Deed of
Conveyance. By vesting the ownership and control of the residential
condominium project to AVIDA, PNB is denied of its mutual right of control
as a partner to the supposed joint venture agreement. As noted by the
Supreme Court in Primelink Properties and Development Corporation v.
Lazatin, one of the elements of a joint venture is that the parties have a mutual
right of control over the joint venture undertaking.

Now, even conceding that PNB and AVIDA entered into a joint
venture agreement over the PNB properties, PNB's contention will still not
lie. A reading of the MOA will show that, as in most MOAs, several
agreements of the parties are contained therein, one of them would be the
joint venture agreement to develop the " Project," and another agreement,
which is a prerequisite of the joint venture, is the agreement to convey PNB's
rights, title and interest in PNB properties to AVIDA, in order to implement
the joint venture agreement.

Thus, the joint venture agreement is only with respect to the

development of the PNB properties into residential condominiwn project
composed of a number of towers with shared community amenities, utilities
and facilities. The conveyance of PNB properties, which is a contract of sale
as discussed above, is a separate but related agreement included in the MOA
and implemented through_the Deed ofConveyance.

In any case, regardless of whether the transaction between PNB and

AVIDA is a sale or a joint venture, it is very clear, under the above-cited
Supreme Court decisions, that plaintiffs-appellees, as the efficient procuring
cause, are entitled to their broker's commission for their role in bringing
AVIDA to PNB as a potential buyer of its properties. 60

Indeed, a contract is what the law defines it to be, considering its essential
elements, and not what it is called by the contracting parties. 61 The
denomination or title given by the parties in their contract is not conclusive of
the nature of its contents. 62 The label or rubric given to a contract cannot be
used to camouflage the real import of an agreement as evinced by its main
provisions.63

60
Rollo (G.R. No. 240355), pp. 60-63.
61
Schmid & Oberly, Inc. v. RJL Martinez Fishing Corporation, 248 Phil. 727, 735 ( 1988).
62
Ayala life Assurance, Inc. v. Ray Burton Development Corporation, 5 15 Phil. 431 , 437 (2006).
63
Teodoro v. Macaraeg, 136 Phil. 265, 274 (1979).

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Resolution - 11 - G.R. Nos. 240355 & 240375
February 27, 2023

In all stages of the proceedings before the R TC, the CA, and this Court,
PNB never denied that were it not for Bayanin and Cruz, Avida would not have
learned about the lots in question. The facts show that the subject lots were
indeed sold by PNB to Avida, albeit they tried to obscure this by using different
legal terms. We cannot countenance this underhanded tactic because it amounts
to unlawfully depriving Bayanin and Cruz the commissions that they have
earned and rightfully deserve.

III.

Since PNB' s wanton, malevolent, and oppressive actions reek of evident

bad faith, the Court affirms the award of moral and exemplary damages
amounting to Pl 00,000.00 each, as well as PS0,000.00 in attorney's fees.

When a party is in breach of its contractual obligations, moral damages

are recoverable if said party has acted fraudulently or in bad faith or in wanton
disregard of its contractual obligations. 64 This involves a question of
intention, which can be inferred from one's conduct and/or contemporaneous
statements. 65 In Ford Philippines, Inc. v. Court ofAppeals:66

Bad faith does not simply connote bad judgment or negligence. It

imports a dishonest purpose or some moral obliquity and conscious doing of
wrong. It means a breach of a known duty through some motive or interest or
ill will that partakes of the nature of fraud xx x.67 (Citations omitted)

On the other hand, exemplary damages serve as a dete1Tent to serious

wrongdoings, and as a vindication of undue sufferings and wanton invasion of
the rights of an injured or a punishment for those guilty of outrageous conduct. 68

In view of the award of exemplary damages, in consonance with Article

2208(1)69 of the Civil Code, and because Bayanin and Cruz were constrained
to litigate to protect their interests due to PNB's breach,70 attorney's fees were
properly awarded in this case.

IV.

As regards the arguments advanced by Bayanin and Cruz in their petition

on the reckoning point for the accrual of legal interest in their favor, the same
must perforce be denied.

64
Yamauchi v. Suniga, 830 Phil. 122, 138 (20 18).
65
Adriano v. Lasala, 719 Phil. 408, 419 (2013).
66
335Phil. I (1997).
67
Id.at 9.
68
Ganancia/ v. Cabugao, G.R. No. 203348, July 6, 2020.
69
ARTICLE 2208. In the absence of stipulation, attorney's fees and expenses of litigation, other than
judicial costs, cannot be recovered, except:
(!) When exemplary damages are awarded(.]
70
Heirs ofAsis, Jr. v. G. G. Sportswear Manufacturing Corporation, 850 Phil. 897(2019).

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Resolution - 12 - G.R. Nos. 240355 & 240375
February 27, 2023

In the case at bar, the Broker Accreditation Terms and Conditions71

provides that "[t]he payment of commission fee (net of withholding tax) shall
be paid in lump sum upon payment of at least twenty-five percent (25%) of the
selling price, execution of required sale documents, and booking of the sale for
cash and installment sales."72 There is no showing that these conditions have
been fulfilled as of the date of the rendition of the CA' s Amended Decision
dated June 28, 2018. In fact, the dispositive portion of the said Amended
Decision acknowledged that Avida's remittance to PNB had not yet reached
25% of the selling price.

On the other hand, the Manifestation and Compliance73 dated January

15, 2021 submitted by PNB clearly shows that as of December 3, 2020, Avida
had already remitted more than 25% of the selling price.

As such, and contrary to the claim of Bayanin and Cruz, legal interest
cannot accrue at the time of judicial demand. Accordingly, We modify the
reckoning point of the computation of legal interest not from the time of finality
of the CA's Amended Decision but, rather, from the time of finality of this
Court's Resolution.

WHEREFORE, the petitions are DENIED for lack of merit.

Accordingly, the Decision dated January 30, 2018 and the Amended Decision
dated June 28, 2018 of the Court of Appeals in CA-G.R. CV No. 106835 are
hereby AFFIRMED with MODIFICATION in that the total amount due
Minerva E. Bayanin and Eden A. Cruz shall be subject to a legal interest of
six percent ( 6%) per annum, reckoned from the finality of this Resolution until
its full satisfaction.

SO ORDERED." (In ting, J, no part, due to his sister's [then Court of

Appeals {CA} Socorro B. Inting] prior participation in the CA ; Leonen, J ,
designated additional Member per Rajjle dated July 19, 2022.)

By authority of the Court:

~, ~\}_S.,~¥\'
MISAEL DOMINGO C. BATTUNG III
Division Clerk of Court. \F; /
"-JY s 2s/2)
Atty. Julie Racquel C. Malicdem
Counsel for M. Bayanin & E. Cruz
SEDIGO & ASSOCIATES
Suite 506, ITC Building, 337
Sen. Gil Puyat Avenue
1200 Makati City

71
Rollo (G.R. No. 240375), pp. 104-107.
72
Id. at 106.
73
Rollo (G.R. No. 240355), pp. 255-262.

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Resolution -13 - G.R. Nos. 240355 & 240375
February 27, 2023

COURT OF APPEALS
CA-G.R. CY No. 106835
1000 Manila

Atty. Manuel C. Bahena, Jr.

Counsel for PNB
PNB LEGAL GROUP
9/F PNB Financial Center
Pres. D. Macapagal Boulevard
1300 Pasay City

The Presiding Judge

REGIONAL TRIAL COURT
Branch 66, 1200 Makati City
(Civ. Case No. 13-244)

PHILIPPINE JUDICIAL ACADEMY

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G.R. Nos. 240355 & 240375 (9¥)

URES

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