SECOND DIVISION
G.R. No. 175949, January 30, 2017
UNITED ALLOY PHILIPPINES CORPORATION, SPOUSES DAVID C. CHUA AND LUTEN CHUA, Petitioners, v. UNITED COCONUT PLANTERS BANK, Respondent.
D E C I S I O N
PERALTA, J.:
Before the Court is a petition for review on certiorari seeking the reversal and setting aside of the Decision1 and Resolution2 of the Court of Appeals (CA), dated September 21, 2006 and December 11, 2006, respectively, in CA-G.R. CV No. 81079. The assailed Decision affirmed the Decision of the Regional Trial Court (RTC) of Makati City, Branch 135, in Civil Case No. 01-1332, while the questioned Resolution denied petitioners' Motion for Reconsideration.
The pertinent factual and procedural antecedents of the case are as follows:chanRoblesvirtualLawlibrary
On December 18, 2000, herein petitioner corporation, United Alloy Philippines Corporation (UNIALLOY) applied for and was granted a credit accommodation by herein respondent United Coconut Planters Bank (UCPB) in the amount of PhP50,000,000.00, as evidenced by a Credit Agreement.3 Part of UNIALLOY's obligation under the Credit Agreement was secured by a Surety Agreement,4 dated December 18, 2000, executed by UNIALLOY Chairman, Jakob Van Der Sluis (Van Der Sluis), UNIALLOY President, David Chua and his spouse, Luten Chua (Spouses Chua), and one Yang Kim Eng (Yang). Six (6) Promissory Notes,5 were later executed by UNIALLOY in UCPB's favor, to wit:chanRoblesvirtualLawlibrary
1) #8111-00-20031-1, executed on December 18, 2000, in the amount of US$110,000.00;
2) #8111-00-00110-6, executed on December 18, 2000, in the amount of PhP6,000,000.00;
3) #8111-00-00112-2, executed on December 27, 2000, in the amount of PhP3,900,000.00;
4) #8111-01-20005-6, executed on February 7, 2001, in the amount of US$320,000.00;
5) #8111-01-00009-0, executed on February 26, 2001, in the amount of PhP1,600,000.00;
6) #8111-01-00030-8, executed on April 30, 2001, in the amount of PhP16,029,320.88.
ACCORDINGLY, finding meritorious that the venue is improperly laid and the complain[ant] engaged in forum-shopping and harassment of defendant Jakob Van Der Sluis, this case is hereby DISMISSED rendering the prayer for issuance of a writ of preliminary injunction moot and academic, and ordering plaintiff to turn over possession of the subject premises of the properties in question at Barangay Gracia, Tagoloan, Misamis Oriental to defendant United Coconut Planters Bank.
SO ORDERED.11
WHEREFORE, premises considered, judgment is hereby rendered in favor of plaintiff. Defendants are hereby ordered to pay plaintiff the following:chanRoblesvirtualLawlibrary
a. The sum of US DOLLARS: (US$435,494.44) with interest and penalty charges from August 1, 2001 until fully paid.
b. The sum of P26,940,950.80 with interest and penalty charges from August 1, 2001 until fully paid.
c. Attorney's fees in the amount of P1,000,000.00.
d. Costs of suit.
SO ORDERED.15
5.01 THE HONORABLE COURT OF APPEALS COMMITTED A SERIOUS, REVERSIBLE ERROR, IF NOT GRAVE ABUSE OF DISCRETION, IN REFUSING TO RESOLVE AS TO –I WHETHER OR NOT THE TRIAL COURT ERRED IN DENYING PETITIONERS' URGENT MOTION TO DISMISSII WHETHER OR NOT THE TRIAL COURT ERRED IN DENYING PETITIONERS' OMNIBUS MOTION TO SUSPEND PROCEEDINGS AND TO LIFT WRIT OF PRELIMINARY ATTACHMENTIII WHETHER OR NOT THE TRIAL COURT ERRED AND/OR COMMITTED GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OR IN EXCESS OF JURISDICTION IN RENDERING THE ASSAILED QUESTIONED DECISION WHEN THERE IS A PENDING CIVIL ACTION BEFORE THE REGIONAL TRIAL COURT OF CAGAYAN DE ORO, BRANCH 40, INVOLVING THE SAME PARTIES AND SUBJECT MATTER WHICH CASE, IS NOW PENDING AND ASSAILED BY THE PLAINTIFF-APPELLEE VIA PETITION BEFORE THE HONORABLE SUPREME COURT.
5.02 THE HONORABLE COURT OF APPEALS COMMITTED A SERIOUS, REVERSIBLE ERROR IF NOT GRAVE ABUSE OF DISCRETION, IN DENYING PETITIONERS' URGENT MOTION FOR RECONSIDERATION WITHOUT STATING CLEARLY AND DISTINCTLY THE FACTUAL AND LEGAL BASIS THEREOF.16
CA CDO did not err in affirming the
dismissal of UniAiloy's Complaint on the
grounds of improper venue, forum shopping
and for being a harassment suit
The RTC was correct in dismissing UniAlloy's Complaint on the ground of improper venue. In general, personal actions must be commenced and tried (i) where the plaintiff or any of the principal plaintiffs resides, (ii) where the defendant or any of the principal defendants resides, or (III) in the case of a resident defendant where he may be found, at the election of the plaintiff. Nevertheless, the parties may agree in writing to limit the venue of future actions between them to a specified place.
In the case at bench, paragraph 18 of the LPA expressly provides that "[a]ny legal action arising out of or in connection with this Agreement shall be brought exclusively in the proper courts of Makati City, Metro Manila." Hence, UniAlloy should have filed its complaint before the RTC of Makati City, and not with the RTC of Cagayan de Oro City.
But to justify its choice of venue, UniAlloy insists that the subject matter of its Complaint in Civil Case No. 2001-219 is not the LPA, but the fictitious loans that purportedly matured on April 17, 2001.
UniAlloy's insistence lacks merit. Its Complaint unequivocally sought to declare "as null and void the unilateral rescission made by defendant UCPB of its subsisting Lease Purchase Agreement with [UniAlloy]." What UCPB unilaterally rescinded is the LPA and without it there can be no unilateral rescission to speak of. Hence, the LPA is the subject matter or at least one of the subject matters of the Complaint. Moreover, and to paraphrase the aforecited paragraph 18 of the LPA, as long as the controversy arises out of or is connected therewith, any legal action should be filed exclusively before the proper courts of Makati City. Thus, even assuming that the LPA is not the main subject matter, considering that what is being sought to be annulled is an act connected and inseparably related thereto, the Complaint should have been filed before the proper courts in Makati City.
With regard forum-shopping, our review of the records of this case revealed that UniAlloy did not disclose in the Verification/Certification of the Complaint the pendency of Civil Case No. 2001-156 entitled "Ernesto Paraiso and United Alloy Philippines Corporation v. Jakob Van Der Sluis." The trial court took judicial notice of its pendency as said case is also assigned and pending before it. Thus, we adopt the following unrebutted finding of the RTC:chanRoblesvirtualLawlibraryThese two civil cases have identical causes of action or issues against defendant Jakob Van Der Sluis for having misrepresented to plaintiff and its stockholders that he can extend financial assistance in running the operation of the corporation, such that on April 6, 2001 plaintiff adopted a Stockholders Resolution making defendant Jakob chairman of the corporation for having the financial capability to provide the financial needs of plaintiff and willing to finance the operational needs thereof; that a Memorandum of Agreement was subsequently entered between the parties whereby defendant Jakob obligated to provide sufficient financial loan to plaintiff to make it profitable; that Jakob maliciously and willfiilly reneged [on] his financial commitments to plaintiff prompting the stockholders to call his attention and warned him of avoiding the said agreement; that defendant who had then complete control of plaintiffs bank account with defendant UCPB, through fraudulent machinations and manipulations, was able to maliciously convince David C. Chua to pre-sign several checks; that defendant Jakob facilitated several huge loans purportedly obtained by plaintiff which defendant himself could not even account and did not even pay the debts of the corporation but instead abused and maliciously manipulated plaintiffs account.
Forum-shopping indeed exists in this case, for both actions involve the same transactions and same essential facts and circumstances as well as identical causes of action, subject matter and issues, x x x
x x x x
ARTICLE I
LIABILITIES OF SURETIES
Section 1.01. The SURETIES, jointly and severally with the PRINCIPAL, hereby unconditionally and irrevocably guarantee the full and complete payment when due, whether at stated maturity, by acceleration or otherwise, of all sums payable by the PRINCIPAL under the Credit Agreement, the Note/s and other related documents or instruments referred to therein (hereinafter referred to collectively as the "Loan Documents") the terms and conditions of which are hereby deemed incorporated by reference.
The liability of the SURETIES shall not be limited to the aggregate principal amount of FIFTY MILLION PESOS (P50,000,000.00), Philippine Currency, or its foreign currency equivalent, but shall include such interest, fees, penalties and other charges due thereon, as well as any and all renewals, extensions, restructurings or conversions of the Accommodation or any portion thereof, as may appear in the books and records of account of the BANK.
Such extension/s, renewal/s, restructuring/s, or conversion/s of the Accommodation or any portion thereof, including any increase in the principal amount thereof, or the imposable interest rates and other bank charges, shall be binding upon the SURETIES under the terms of this SURETY AGREEMENT, without need of any further notice to or consent or conformity of the SURETIES, all of which are hereby expressly waived.
Section 1.02. This SURETY AGREEMENT is a guarantee of payment and not merely of collection and is intended to be a perfect and continuing indemnity in favor of the BANK for the amounts and to the extent stated above. For this purpose, the SURETIES hereby commit that for as long as this SURETY AGREEMENT is in effect, the SURETIES shall not sell, lease, transfer, assign or encumber any of its present and future properties without the written consent of the BANK, which consent will not be unreasonably withheld.
The liability of the SURETIES shall be absolute, irrevocable, unconditional, direct, immediate and not contingent upon the pursuit by the BANK of whatever remedies it may have against the PRINCIPAL or the other sureties for the Accommodation, and shall be performed by the SURETIES strictly in accordance with the terms hereof and under any and all circumstances, including the existence of any claim, set-off, defense or other rights which the SURETIES or any person or entity may have at any time against the BANK for any reason whatsoever, whether or not related to this SURETY AGREEMENT, the Loan Documents or under such other documents executed in relation thereto, or contemplated hereunder.ARTICLE II
TERM
Section 2.01. This SURETY AGREEMENT shall remain in full force and effect until payment in full of all amount for which the PRINCIPAL is or may be liable as set forth in ARTICLE I hereof, regardless of the absence of any further or other assent or conformity of, or notice to the SURETIES, or any circumstance, or provision of law which might otherwise constitute a defense or discharge of the SURETIES, all of which are hereby expressly waived.ARTICLE III
DEFAULT
Section 3.01. If the BANK shall declare the obligation of the PRINCIPAL to be due and payable because of the happening of any of the event of default as defined in the Credit Agreement, the SURETIES, upon receipt of written notice from the BANK, shall forthwith pay to the BANK the full amount of the said obligations, without need of demand, protest or notice of any kind, other than the notice provided herein, all of which are likewise expressly waived by the SURETIES.
In this connection, the BANK is hereby given full power and authority to apply whatever moneys or things of value belonging to the SURETIES which may be in the possession or control of the BANK in payment of the obligations mentioned above.ARTICLE IV
BINDING EFFECT
Section 4.01. This SURETY AGREEMENT shall except upon the other SURETIES, if any whose liability(ies) is/are extinguished by way of compromise or otherwise be binding upon the SURETIES, their heirs and successors in interest and shall inure to the benefit of and be enforceable by the BANK, its assigns and successors in interest. For this purpose, the SURETIES have agreed, as they hereby agree, that an extinguishment of liability(ies) of any of the SURETIES shall not be an obstacle to the BANK from demanding payment from the other SURETIES, if any, so long as the Accommodation has not been fully collected.
x x x x18
Endnotes:
* Designated Additional Member per Special Order No. 2416-G, dated January 4, 2017.
1 Penned by Associate Justice Vicente Q. Roxas, with Associate Justices Josefina Guevara-Salong and Apolinario D. Bruselas, Jr., concurring; Annex "A" to Petition, rollo, pp. 37-49.
2 Annex "B" to Petition; id. at 50-51.
3 Records, pp. 13-28.
4Id. at 29-33.
5Id. at 34-43.
6Id. at 1-12.
7Id. at 174-188.
8Id. at 162-167.
9Id. at 200.
10Id. at 206-209.
11 Id. at 209.
12Id. at 278-279.
13Id. at 293-303.
14Id. at 325.
15Rollo, p. 246.
16Id. at 18-19.
17Id. at 217-222.
18 Records, pp. 30-31.
19Id. at 103-111.
19Spouses Silos v. Philippine National Bank, G.R. No. 181045, July 2, 2014, 728 SCRA 617, 648.
20Id. at 653.
21Id.
22Id. at 653-654.
23Id. at 654.
24Id.
25 G.R. No. 189871, August 13, 2013, 703 SCRA 439.