G.R. No. 193108, December 10, 2014
MARILYN VICTORIO-AQUINO, Petitioner, v. PACIFIC PLANS, INC. AND MAMERTO A. MARCELO, JR. (COURT-APPOINTED REHABILITATION RECEIVER OF PACIFIC PLANS, INC.), Respondents.
D E C I S I O N
These tuition support payments are considered advances from the Base Year-end 2004 Entitlement.19
Availment Mode Ceiling (in Php) Annual P20,000.00 Semester P10,000.00 Trimester P6,000.0018
The creditors/oppositors did not oppose/comment on the Rehabilitation Receiver’s ARP, although the Parents Enabling Parents Coalition, Inc. (PEPCI) filed with the CA, a Petition for Certiorari with Application for a TRO/Writ of Preliminary Injunction dated February 10, 2006. As no TRO/Writ of Preliminary Injunction has been issued against the conduct of further proceedings, on April 27, 2006, the Court issued a Decision21 approving the ARP, which cradled several appeals filed with the CA, and later on, to this Court that are still pending resolution.22
(1) Outright sale of the NAPOCOR bonds and conversion of Dollar proceeds to Peso, up to the equivalent of the tuition support requirements. The payment of the tuition support will be dependent on the terms and exchange rate under which the bonds are liquidated; or (2) Forward sale of the underlying Dollars to a financial institution, which then issues notes credit linked with NAPOCOR Bonds. The notes can then be sold to interested financial institution to provide for liquidity to fund the requirements for tuition support.20
WHEREFORE, in view of the foregoing premises, judgment is hereby rendered by us DENYING or DISMISSING the petition for review filed in this case and AFFIRMING the corporate rehabilitation Court’s Resolution dated July 28, 2008 in Special Proceeding No. M-6059.30Unfortunately for petitioner, despite its motion for reconsideration, the CA denied the same on July 21, 2010.31
In its Comment dated October 23, 2006, respondent raised various procedural infirmities on the petition warranting its dismissal, to wit: (1) the assailed decision has become final and executory for failure of petitioner to timely serve a copy of the Petition for Time upon the CA in violation of Section 3, Rule 45 of the Rules of Court; (2) petitioner’s motion for reconsideration on the questioned decision raises no new arguments; thus, is merely pro forma and did not toll the running of the reglementary period; (3) a petition for review under Rule 43 of the Rules of Court is an improper mode to question the MRP; and (4) petitioner failed to pay the appropriate amount of docket fees when she filed the Petition for Review with the CA.33
The Court of Appeals rendered a decision contrary to law and not in accord with the applicable decisions of the Supreme Court when it sustained the Rehabilitation Court’s approval of the Modified Rehabilitation Plan.
The Court of Appeals rendered a decision contrary to law when it ruled that a Petition for Review was an improper remedy to question a final order of the Rehabilitation Court approving the Modified Rehabilitation Plan.
The Court of Appeals rendered a decision not in accord with the issuances of the Supreme Court and the usual course of judicial proceedings when it declared that Petitioner had not paid the proper amount of filing and docket fees, despite the fact that, as clearly shown in the receipts presented by petitioner, the proper amount of filing fees were paid.32
Under the said Resolution, all decisions and final orders of the rehabilitation court, regardless of whether they are issued before or after the approval of the rehabilitation court, shall be brought on appeal to the CA via a petition for review under Rule 43 of the Rules of Court.
- All decisions and final orders in cases falling under the Interim Rules of Corporate Rehabilitation and the Interim Rules of Procedure Governing Intra-Corporate Controversies under Republic Act No. 8799 shall be appealable to the Court of Appeals through a petition for review under Rule 43 of the Rules of Court.37
SEC. 1. Motion for Reconsideration. — A party may file a motion for reconsideration of any order issued by the court prior to the approval of the rehabilitation plan. No relief can be extended to the party aggrieved by the court’s order on the motion through a special civil action for certiorari under Rule 65 of the Rules of Court. Such order can only be elevated to the Court of Appeals as an assigned error in the petition for review of the decision or order approving or disapproving the rehabilitation plan.While We agree with respondent that the later rule states that orders issued after the approval of the rehabilitation plan can be reviewed only through a special civil action for certiorari under Rule 65 of the Rules of Court, such rule does not apply to the instant case as the same was not yet in effect at the time petitioner filed her Petition for Review with the CA. Stated otherwise, the prevailing law at the time petitioner filed said petition with the CA is the Interim Rules as well as A.M. No. 04-9-07-SC. As such, the proper remedy of appeal from all decisions and final orders of the RTC was Rule 43 of the Rules of Court, and not Rule 65 thereof.
An order issued after the approval of the rehabilitation plan can be reviewed only through a special civil action for certiorari under Rule 65 of the Rules of Court.39
SEC. 6. Jurat. - "Jurat" refers to an act in which an individual on a single occasion:as well as Section 12, Rule II of the Notarial Rules, which defines what constitutes competent evidence of identity, to wit –
(a) appears in person before the notary public and presents an instrument or document;
(b) is personally known to the notary public or identified by the notary public through competent evidence of identity as defined by these Rules;
(c) signs the instrument or document in the presence of the notary; and
(d) takes an oath or affirmation before the notary public as to such instrument or document.47
SEC. 12. Competent Evidence of Identity. - The phrase "competent evidence of identity" refers to the identification of an individual based on:While we agree with the observation of respondent that in the instant Petition, the Verification and Certification against Forum Shopping attached thereto is defective because the jurat thereof does not contain the required competent evidence of identity of the affiant, petitioner herein, such omission may be overlooked in the name of judicial leniency, in order to give this Court an avenue to dispose of the substantive issues of this case.
(a) at least one current identification document issued by an official agency bearing the photograph and signature of the individual; or
(b) the oath or affirmation of one credible witness not privy to the instrument, document or transaction who is personally known to the notary public and who personally knows the individual, or of two credible witnesses neither of whom is privy to the instrument, document or transaction who each personally knows the individual and shows to the notary public documentary identification.
On the charge of forum shopping, we have already ruled on the matter in G.R. Nos. 124185-87. Thus:In any case, this Court resolves to condone any procedural lapse in the interest of substantial justice given the nature of business of respondent and its overreaching implication to society. To deny this Court of its duty to resolve the substantive issues would be tantamount to judicial tragedy as planholders, like petitioner herein, would be placed in a state of limbo as to its remedies under existing laws and jurisprudence.We hold that private respondents are not guilty of forum shopping. In Ramos, Sr. v. Court of Appeals, we ruled:In the case at bar, private respondents represent different groups with different interests - the minority stockholders' group, represented by private respondent Lim; the unsecured creditors group, Allied Leasing & Finance Corporation; and the old management group. Each group has distinct rights to protect. In line with our ruling in Ramos, the cases filed by private respondents should be consolidated. In fact, BENHAR and RUBY did just that - in their urgent motions filed on December 1, 1993 and December 6, 1993, respectively, they prayed for the consolidation of the cases before the Court of Appeals.49"The private respondents can be considered to have engaged in forum shopping if all of them, acting as one group, filed identical special civil actions in the Court of Appeals and in this Court. There must be identity of parties or interests represented, rights asserted and relief sought in different tribunals. In the case at bar, two groups of private respondents appear to have acted independently of each other when they sought relief from the appellate court. Both groups sought relief from the same tribunal.
"It would not matter even if there are several divisions in the Court of Appeals. The adverse party can always ask for the consolidation of the two cases. x xx"
x x x In appropriate cases, the courts may liberally construe procedural rules in order to meet and advance the cause of substantial justice. Lapses in the literal observation of a procedural rule will be overlooked when they do not involve public policy, when they arose from an honest mistake or unforeseen accident, and when they have not prejudiced the adverse party or deprived the court of its authority. The aforementioned conditions are present in the case at bar.Notwithstanding our liberal interpretation of the rules, the instant petition must fail on substantive grounds.
x x x x
There is ample jurisprudence holding that the subsequent and substantial compliance of an appellant may call for the relaxation of the rules of procedure. In these cases, we ruled that the subsequent submission of the missing documents with the motion for reconsideration amounts to substantial compliance. The reasons behind the failure of the petitioners in these two cases to comply with the required attachments were no longer scrutinized. What we found noteworthy in each case was the fact that the petitioners therein substantially complied with the formal requirements. We ordered the remand of the petitions in these cases to the Court of Appeals, stressing the ruling that by precipitately dismissing the petitions "the appellate court clearly put a premium on technicalities at the expense of a just resolution of the case."
While it is true that the rules of procedure are intended to promote rather than frustrate the ends of justice, and the swift unclogging of court docket is a laudable objective, it nevertheless must not be met at the expense of substantial justice. This Court has time and again reiterated the doctrine that the rules of procedure are mere tools aimed at facilitating the attainment of justice, rather than its frustration. A strict and rigid application of the rules must always be eschewed when it would subvert the primary objective of the rules, that is, to enhance fair trials and expedite justice. Technicalities should never be used to defeat the substantive rights of the other party. Every party-litigant must be afforded the amplest opportunity for the proper and just determination of his cause, free from the constraints of technicalities. Considering that there was substantial compliance, a liberal interpretation of procedural rules in this labor case is more in keeping with the constitutional mandate to secure social justice.53
Section 23.Approval of the Rehabilitation Plan. – The court may approve a rehabilitation plan over the opposition of creditors, holding a majority of the total liabilities of the debtor if, in its judgment, the rehabilitation of the debtor is feasible and the opposition of the creditors is manifestly unreasonable.Such prerogative was carried over in the Rehabilitation Rules, which maintains that the court may approve a rehabilitation plan over the objection of the creditors if, in its judgment, the rehabilitation of the debtors is feasible and the opposition of the creditors is manifestly unreasonable. The required number of creditors opposing such plan under the Interim Rules (i.e., those holding the majority of the total liabilities of the debtor) was, in fact, removed. Moreover, the criteria for manifest unreasonableness is spelled out, to wit:
SEC. 11. Approval of Rehabilitation Plan. — The court may approve a rehabilitation plan even over the opposition of creditors of the debtor if, in its judgment, the rehabilitation of the debtor is feasible and the opposition of the creditors is manifestly unreasonable. The opposition of the creditors is manifestly unreasonable if the following are present:This legal precept is not novel and has, in fact, been reinforced in recent decisions such as in Bank of the Philippine Islands v. Sarabia Manor Hotel Corporation,58 where the Court elucidated the rationale behind Section 23, Rule 4 of the Interim Rules, thus:(a) The rehabilitation plan complies with the requirements specified in Section 18 of Rule 3;56In approving the rehabilitation plan, the court shall ensure that the rights of the secured creditors are not impaired. The court shall also issue the necessary orders or processes for its immediate and successful implementation. It may impose such terms, conditions, or restrictions as the effective implementation and monitoring thereof may reasonably require, or for the protection and preservation of the interests of the creditors should the plan fail.57
(b) The rehabilitation plan would provide the objecting class of creditors with payments whose present value projected in the plan would be greater than that which they would have received if the assets of the debtor were sold by a liquidator within a six (6)month period from the date of filing of the petition; and
(c)The rehabilitation receiver has recommended approval of the plan.
Among other rules that foster the foregoing policies, Section 23, Rule 4 of the Interim Rules of Procedure on Corporate Rehabilitation (Interim Rules) states that a rehabilitation plan may be approved even over the opposition of the creditors holding a majority of the 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 majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation, absent due regard to the greater long-term benefit of all stakeholders. Otherwise stated, it forces the creditors to accept the terms and conditions of the rehabilitation plan, preferring long-term viability over immediate but incomplete recovery.59as well as in Pryce Corporation v. China Banking Corporation,60 to wit:
In any case, the Interim Rules or the rules in effect at the time the petition for corporate rehabilitation was filed in 2004 adopts the cram-down principle which “consists of two things: (i) approval despite opposition and (ii) binding effect of the approved plan x x x.”Based on the aforequoted doctrines, petitioner’s outright censure of the concept of the cram-down power of the rehabilitation court cannot be countenanced. To adhere to the reasoning of petitioner would be a step backward — a futile attempt to address an outdated set of challenges. It is undeniable that there is a need to move to a regime of modern restructuring, cram-down and court supervision in the matter of corporation rehabilitation in order to address the greater interest of the public. This is clearly manifested in Section 64 of Republic Act (R.A.) No. 10142, otherwise known as Financial Rehabilitation and Insolvency Act of 2010 (FRIA), the latest law on corporate rehabilitation and insolvency, thus:
First, the Interim Rules allows the rehabilitation court to “approve a rehabilitation plan even over the opposition of creditors holding a majority of the total liabilities of the debtor if, in its judgment, the rehabilitation of the debtor is feasible and the opposition of the creditors is manifestly unreasonable.”
Second, it also provides that upon approval by the court, the rehabilitation plan and its provisions “shall be binding upon the debtor and all persons who may be affected by it, including the creditors, whether or not such persons have participated in the proceedings or opposed the plan or whether or not their claims have been scheduled.”
Thus, the January 17, 2005 order approving the amended rehabilitation plan, now final and executory resulting from the resolution of BPI v. Pryce Corporation docketed as G.R. No. 180316, binds all creditors including respondent China Banking Corporation.61
Section 64. Creditor Approval of Rehabilitation Plan. – The rehabilitation receiver shall notify the creditors and stakeholders that the Plan is ready for their examination. Within twenty (2Q) days from the said notification, the rehabilitation receiver shall convene the creditors, either as a whole or per class, for purposes of voting on the approval of the Plan. The Plan shall be deemed rejected unless approved by all classes of creditors w hose rights are adversely modified or affected by the Plan. For purposes of this section, the Plan is deemed to have been approved by a class of creditors if members of the said class holding more than fifty percent (50%) of the total claims of the said class vote in favor of the Plan. The votes of the creditors shall be based solely on the amount of their respective claims based on the registry of claims submitted by the rehabilitation receiver pursuant to Section 44 hereof.While the voice and participation of the creditors is crucial in the determination of the viability of the rehabilitation plan, as they stand to benefit or suffer in the implementation thereof, the interests of all stakeholders is the ultimate and prime consideration. Thus, while we recognize the predisposition of the planholders in vacillating on the enforcement of the MRP, since the terms and conditions stated therein have been fundamentally changed from those stated in the Original and Amended Rehabilitation Plan, the MRP cannot be considered an abrogation of rights to the planholders/creditors.
Notwithstanding the rejection of the Rehabilitation Plan, the court may confirm the Rehabilitation Plan if all of the following circumstances are present:
(a) The Rehabilitation Plan complies with the requirements specified in this Act;
(b) The rehabilitation receiver recommends the confirmation of the Rehabilitation Plan;
(c) The shareholders, owners or partners of the juridical debtor lose at least their controlling interest as a result of the Rehabilitation Plan; and
(d) The Rehabilitation Plan would likely provide the objecting class of creditors with compensation which has a net present value greater than that which they would have received if the debtor were under liquidation.62
First, there is in tr[u]th no quibble that the Philippine Peso has behaved in an uncharacteristic manner by appreciating significantly vis-à-vis the United States Dollar. This fact is not disputed by any of the parties. Further, the Court takes cognizance that at the time the Alternative Rehabilitation Plan was approved on 27 April 2006, the exchange rate was Php52.02/US$1.00. As of 15 July 2008, the exchange rate was Php45.35/US$1.00, or an appreciation of at least fourteen percent (14%). Since the NAPOCOR Bonds are denominated in United States dollars, it means that the NAPOCOR Bonds have lost their original value by at least fourteen percent (14%) since the approval of the Alternative Rehabilitation Plan on 27 April 2006. Ergo, the continued payment of tuition support in Philippine Pesos will lead to the certainty of the trust fund being substantially diluted when the planholders avail of the same upon maturity of the NAPOCOR Bonds in 2010.65This defense mechanism is reasonable because sustaining the current terms of the ARP would render the trust fund of no value given the high probability of its dilution. Resultantly, the very foundation of the rehabilitation plan, which is to minimize the loss of all stakeholders, would be rendered in futile since the trust funds may no longer be sufficient to meet the basic terms of the ARP.
Second, the conversion of the Philippine Peso entitlements into United States Dollar entitlements would not diminish the pro rata share of the planholders. Each planholder would still receive his proportionate share of the pie, so to speak, albeit in United States Dollars. The said conversion would merely ensure that regardless of the performance of the Philippine Pesos, planholders of petitioner PPI are guaranteed payment upon maturity of the NAPOCOR Bonds, without fear that their share will be substantially diluted. In fact, the planholders may even benefit from this modification in the rehabilitation plan if the United States dollars appreciates in 2010.66As can be gleaned from the foregoing, the modification guarantees that each planholder has an adequate return on his/her investment regardless of changes in the surge of the Philippine economy.67
Sec. 14. Powers and Functions of the Rehabilitation Receiver. - The Rehabilitation Receiver shall not take over the management and control of the debtor but shall closely oversee and monitor the operations of the debtor during the pendency of the proceedings, and for this purpose shall have the powers, duties and functions of a receiver under Presidential Decree No. 902-A, as amended, and the Rules of Court.As correctly recognized by the Rehabilitation Court in its Resolution dated July 28, 2008, the Rehabilitation Receiver has the duty and authority to recommend any modification of an approved rehabilitation plan as he may deem appropriate and for the purpose of achieving the desired targets or goals set forth therein, thus:
x x x Accordingly, he shall have the following powers and functions:
x x x x
(j) To monitor the operations of the debtor and to immediately report to the court any material adverse change in the debtor's business;
x x x x
(l) To determine and recommend to the court the best way to salvage and protect the interests of the creditors, stockholders, and the general public;
x x x x
(v) To recommend any modification of an approved rehabilitation plan as he may deem appropriate;
(w) To bring to the attention of the court any material change affecting the debtor's ability to meet the obligations under the rehabilitation plan;
x x x.69
It is the strenuous proposition of the CARR that under the Interim Rules, he has the duty to recommend any modification of an approved rehabilitation plan as he may been appropriate. Ex concesso, the Court recognizes that under Rule 4, Section 26 of the Interim Rules, an approved rehabilitation plan may be modified if, in the judgment of the Court, such modification is necessary to achieve the desired targets or goals set forth therein.70The Rehabilitation Rules allow the modification and alteration of the rehabilitation plan precisely because of conditions that may supervene or affect the implementation thereof subsequent to its approval. In the case at bar, to force through with the tuition support would surely jeopardize the implementation of the ARP in the long-run since it would not be feasible to keep on liquidating the NAPOCOR Bonds.
The restructuring of the debts of PALI is part and parcel of its rehabilitation. Moreover, per findings of fact of the RTC and as affirmed by the CA, the restructuring of the debts of PALI would not be prejudicial to the interest of PWRDC as a secured creditor. Enlightening is the observation of the CA in this regard, viz.:Here, petitioner’s claim is not cancelled or obliterated all together. Contrary to her view, petitioner’s claim is in fact restructured in a way that would allow respondent to revive its financial health while offering the optimal returns to its clients.There is nothing unreasonable or onerous about the 50% reduction of the principal amount when, as found by the court a quo, a Special Purpose Vehicle (SPV) acquired the credits of PALI from its creditors at deep discounts of as much as 85%. Meaning, PALI’s creditors accepted only 15% of their credit’s value. Stated otherwise, if PALI’s creditors are in a position to accept 15% of their credit’s value, with more reason that they should be able to accept 50% thereof as full settlement by their debtor. x x x.72
x x x It is an established principle in rehabilitation proceedings that rehabilitation courts have the cram down power to approve rehabilitation plans even over the objections of creditors, which cram down power shall nonetheless bind the latter. In fact, the CARR is given the authority to “notify counterparties and the court as to contracts that the debtor has decided to continue to perform or breach.” A fortiori, the mere impairment of contracts is not a justification to question the modification of a rehabilitation plan because the very nature of rehabilitation proceedings sometimes necessitates such a course of action.73Indeed, the rights of petitioner arising from the contracts it entered with respondent are not in any way weakened by the approval of the ARP, and then the MRP, despite any reduction in the amount of the obligation due to petitioner. As enunciated in Pacific Wide,74 the reduction of the debt of the debtor is one of the essential features of a rehabilitation case, and is not considered prejudicial to the interest of a secured creditor, thus:
We find nothing onerous in the terms of PALI's rehabilitation plan. The Interim Rules on Corporate Rehabilitation provides for means of execution of the rehabilitation plan, which may include, among others, the conversion of the debts or any portion thereof to equity, restructuring of the debts, dacion en pago, or sale of assets or of the controlling interest.Similarly, the reasoning laid down by the CA for the application of the cram-down power of the Rehabilitation Court is enlightening, thus:
The restructuring of the debts of PALI is part and parcel of its rehabilitation. Moreover, per findings of fact of the RTC and as affirmed by the CA, the restructuring of the debts of PALI would not be prejudicial to the interest of PWRDC as a secured creditor. Enlightening is the observation of the CA in this regard, viz.:There is nothing unreasonable or onerous about the 50% reduction of the principal amount when, as found by the court a quo, a Special Purpose Vehicle (SPV) acquired the credits of PALI from its creditors at deep discounts of as much as 85%. Meaning, PALI's creditors accepted only 15% of their credit's value. Stated otherwise, if PALI's creditors are in a position to accept 15% of their credit's value, with more reason that they should be able to accept 50% thereof as full settlement by their debtor. x xx.We also find no merit in PWRDC’s contention that there is a violation of the impairment clause. Section 10, Article III of the Constitution mandates that no law impairing the obligations of contract shall be passed. This case does not involve a law or an executive issuance declaring the modification of the contract among debtor PALI, its creditors and its accommodation mortgagors. Thus, the non-impairment clause may not be invoked. Furthermore, as held in Oposa v. Factoran, Jr. even assuming that the same may be invoked, the non-impairment clause must yield to the police power of the State. Property rights and contractual rights are not absolute. The constitutional guaranty of non-impairment of obligations is limited by the exercise of the police power of the State for the common good of the general public.
Successful rehabilitation of a distressed corporation will benefit its debtors, creditors, employees, and the economy in general. The court may approve a rehabilitation plan even over the opposition of creditors holding a majority of the total liabilities of the debtor if, in its judgment, the rehabilitation of the debtor is feasible and the opposition of the creditors is manifestly unreasonable. The rehabilitation plan, once approved, is binding upon the debtor and all persons who may be affected by it, including the creditors, whether or not such persons have participated in the proceedings or have opposed the plan or whether or not their claims have been scheduled.75
This Court likewise rejects petitioner Aquino’s claims that the Modified Rehabilitation Plan constitutes an impairment of contracts. The non-impairment clause under the Constitution applies only to the exercise of legislative power. It does not apply to the Rehabilitation Court which exercises judicial power over the rehabilitation proceedings. As held by the Supreme Court in Bank of the Philippine Islands vs. Securities and Exchange Commission, [G.R. No. 164641, December 20, 2007:In view of all of the foregoing, We find no basis to overturn the findings of the CA with respect to the substantive issues in this case. Accordingly, the prayer for the issuance of a TRO and/or a writ of preliminary injunction must necessarily fail.“The Court reiterates that the SEC’s approval of the Rehabilitation Plan did not impair BPI’s right to contract. As correctly contended by private respondents, the non-impairment clause is a limit on the exercise of legislative power and not of judicial or quasi-judicial power. The SEC, through the hearing panel that heard the petition for approval of the Rehabilitation Plan, was acting as a quasi-judicial body and thus, its order approving the plan cannot constitute an impairment of the right and the freedom to contract.”76
* Designated Acting Member in lieu of Associate Justice Francis H. Jardeleza, per Special Order No. 1896 dated November 28, 2014.
1 Penned by Associate Justice Isaias P. Dicdican, with Associate Justices Andres B. Reyes, Jr. and Rodil V. Zalameda, concurring; Annex “A” to Petition, rollo, pp. 73-84.
2 Annex “B” to Petition, id. at 85-87.
3 On May 24, 2004, the SEC issued an Order of even date, revoking the previously approved Certificate of Registration of Lifetime Plans, Inc. (Lifetime) for its alleged failure to comply with the requirements on transfer of property for shares. Lifetime was incorporated as a spin-off company of respondent such that Lifetime shall manage the fixed-value plans (i.e., fixed-value education, memorial and pension plans) while respondent shall manage the traditional educational plans. The purpose of the spin-off was to assist in improving the efficiency and focus of these distinct businesses, with the end in view of assuring that the trust funds of the respective products of respondent shall remain intact and that its value, as well as the operating profits of respondent, will be used solely to service and strengthen the trust assets for each particular product line. (Comment to Petition, rollo, p. 480)
4rollo, p. 48.
5Id. at 48-49.
6Id. at 49.
7 Annex “J” to Petition, rollo, p. 235.
8Id. at 237.
10 Under the “Swap,” the planholder, whether availing or non-availing, will surrender his PEPTrad/s in exchange for a fixed-value pre-need plan (New Plan/s) designed for a specific purpose, i.e., to realize a return on contribution at or near historical time deposit rates across all maturities. Upon surrender by the planholder of his traditional educational plan in exchange for the New Plan/s, respondent will be considered discharged from all obligations under the PEPTrads. The New Plans will be secured by NAPOCOR bonds, which are guaranteed by the Philippine Government and are currently part of the trust fund that respondent created exclusively for PEPTrads, as required by the rules and regulations of the Securities and Exchange Commission (SEC); however, upon issuance of the New Plans, the corresponding value at maturity of the NAPOCOR bonds equivalent to maturity benefit of the New Plans will be released from the trust fund, to be created exclusively to secure payment of the obligations of respondent under the New Plans. The yield to maturity of the New Plans from value date January 10, 2005 is at seven percent (7%) net per annum; maturity date of the New Plans is in 2010. The proposed Swap, in effect, assures planholders of the return of their investments with a corresponding premium of seven percent (7%) net per annum. (Supra note 7, at 236)
11Id. at 235.
12 This refers to owners of fully-paid plans who are expected to start receiving education benefits between years 2005 to 2009.
13 This refers to owners of fully-paid plans who are expected to start receiving education benefits before 2010.
14Supra note 7, at 237.
15Id. at 238.
16rollo, pp. 49-50.
17Supra note 7, at 238.
20 Annex “F” to Petition, rollo, p. 172.
21Id. at 170.
22rollo, p. 50.
24 Comment to Petitioner, rollo, pp. 489-490.
25Id. at 490.
26Id. at 493-494.
27rollo, p. 52.
29Supra note 1.
30Id. at 84.
31Id. at 87.
32rollo, p. 53.
33 Comment to Petition, rollo, pp. 20-22.
34 RE: MODE OF APPEAL IN CASES FORMERLY COGNIZABLE BY THE SECURITIES AND EXCHANGE COMMISSION.
35rollo, p. 62.
36Supra note 34.
37 Emphasis supplied.
38 RULES OF PROCEDURE ON CORPORATE REHABILITATION.
39 Emphasis supplied.
40 G.R. No. 158239, January 25, 2012, 664 SCRA 11.
41Alma Jose v. Javellana, supra, at 13-14.
42 542 Phil. 587 (2007).
43Id. at 597.
44 Section 2, Rule 45 of the Rules of Court provides that:
Sec. 2. Time for filing; extension.
The petition shall be filed within fifteen (15) days from notice of the judgment or final order or resolution appealed from, or of the denial of the petitioner’s motion for new trial or reconsideration filed in due time after notice of the judgment. On motion duly filed and served, with full payment of the docket and other lawful fees and the deposit for costs before the expiration of the reglementary period, the Supreme Court may for justifiable reasons grant an extension of thirty (30) days only within which to file the petition.
45 Section 3, Rule 45 of the Rules of Court provides that:
Sec. 3. Docket and other lawful fees; proof of service of petition.
Unless he has theretofore done so, the petitioner shall pay the corresponding docket and other lawful fees to the clerk of court of the Supreme Court and deposit the amount of P500.00 for costs at the time of the filing of the petition. Proof of service of a copy thereof on the lower court concerned and on the adverse party shall be submitted together with the petition.
46 Section 3, Rule 37 of the Rules of Court provides that:
Sec. 2. Contents of motion for new trial or reconsideration and notice thereof.
The motion shall be made in writing stating the ground or grounds therefor, a written notice of which shall be served by the movant on the adverse party.
A motion for new trial shall be proved in the manner provided for proof of motions. A motion for the cause mentioned in paragraph (a) of the preceding section shall be supported by affidavits of merits which may be rebutted by affidavits. A motion for the cause mentioned in paragraph (b) shall be supported by affidavits of the witnesses by whom such evidence is expected to be given, or by duly authenticated documents which are proposed to be introduced in evidence.
A motion for reconsideration shall point out specifically the findings or conclusions of the judgment or final order which are not supported by the evidence or which are contrary to law, making express reference to the testimonial or documentary evidence or to the provisions of law alleged to be contrary to such findings or conclusions.
A pro forma motion for new trial or reconsideration shall not toll the reglementary period of appeal.
47 Emphasis supplied.
48 G.R. No. 165887 and G.R. No. 165929, June 6, 2011, 650 SCRA 461.
49Id. at 495-496.
50CMTC International Marketing Corporation v. Bhagis International Trading Corporation, G.R. No. 170488, December 10, 2012, 687 SCRA 469, 475.
51Id. at 475-476.
52 G.R. No. 151349, October 20, 2010, 634 SCRA 48.
53Id. at 59-61.
54rollo, p. 54.
56 Section 18, Rule 3 of the Rehabilitation Rules provides that:
SEC. 18. Rehabilitation Plan. — The rehabilitation plan shall include (a) the desired business targets or goals and the duration and coverage of the rehabilitation; (b) the terms and conditions of such rehabilitation which shall include the manner of its implementation, giving due regard to the interests of secured creditors such as, but not limited, to the non-impairment of their security liens or interests; (c) the material financial commitments to support the rehabilitation plan; (d) the means for the execution of the rehabilitation plan, which may include debt to equity conversion, restructuring of the debts, dacion en pago or sale or exchange or any disposition of assets or of the interest of shareholders, partners or members; (e) a liquidation analysis setting out for each creditor that the present value of payments it would receive under the plan is more than that which it would receive if the assets of the debtor were sold by a liquidator within a six-month period from the estimated date of filing of the petition; and (f) such other relevant information to enable a reasonable investor to make an informed decision on the feasibility of the rehabilitation plan.
57 Emphasis supplied.
58 G.R. No. 175844, July 29, 2013, 702 SCRA 432.
59Id. at 447. (Emphasis in the original)
60 G.R. No. 172302, February 18, 2014, 716 SCRA 207.
61Id. at 220-221. (Emphasis supplied)
62 Emphasis supplied.
63 Comment to Petition, rollo, pp, 523-524.
64Id. at 524.
65 Resolution of the RTC dated July 28, 2008, rollo, p. 592.
66Id. at 592-593.
67 Comment to Petition, rollo, p. 527.
68Id. at 524.
69 Emphasis supplied.
70Supra note 65, at 591-592.
71 620 Phil. 520 (2009).
72Id. at 532-533.
73Supra note 65, at 593-594. (Emphasis supplied)
74Supra note 71.
75Id. at 533. (Emphasis supplied)
76Supra note 1, at 83.