SECOND DIVISION
[G.R. No. 188768, January 07, 2013]
TML GASKET INDUSTRIES, INC., Petitioner, v. BPI FAMILY SAVINGS BANK, INC., Respondent.
R E S O L U T I O N
PEREZ, J.:
Since time is of the essence hereof, [TML] is in default under this Note, without need for notice, demand, presentment or any other act or deed in any of the following events: a) [TML] fails to pay when due, totally or partially, the principal, interest and other charges under this Note x x x.3ςrνl1
If changes in the conditions and/or circumstances occur which, directly or indirectly, increase the overall costs of money to the Lender, such as but not limited to the following: (i) any change in the laws or regulations, including any amendments, modifications, interpretations, administrative implementation or repeal thereof affecting the Lender or its business such as reserve or similar requirement, tax on income, gross receipts, or the imposition of any levy, fees or other taxes; or (ii) changes in the interest rate of forbearance of money whether in the prevailing market rates or such other guiding or reference rates as may be adopted, determined and/or authorized by the CB; (iii) extraordinary inflation or there is an increase of fifteen percent (15%) in the consumer price index as announced by the CB or the National Economic Development Authority reckoned from the date of the granting of the loan or the credit line; or (iv) devaluation, revaluation, or depreciation in real value or purchasing power of the Philippine Peso, that is, when there has been an adverse change of at least fifteen percent (15%), in the CB Reference Exchange Rate for the Philippine Peso to the US Dollar and/or such other foreign currencies adopted by the Philippine Government or its instrumentalities or agencies, as forming part of its international reserves, reckoned from the date of granting of the loan or credit line; (v) any change in the reserve or similar requirements as a necessary consequence of obtaining a unibanking license on the part of the Lender, then the Lender may, at its sole option, correspondingly adjust the interest rate in all outstanding loans(s) and other obligations under this Note/s and such other documents that may be thereafter be executed. The adjustment in interest rate shall take effect three (3) days after receipt by [TML] of the notice of adjustment.4ςrνl1
In resolving whether or not to grant the injunctive writ, this Court is guided by the requisites thereof, as repeatedly (sic) enunciated by the Supreme Court, to wit: (1) the invasion of a right is material and substantial; (2) the right of complainant is clear and unmistakable; and (3) there is an urgent and paramount necessity for the writ to prevent serious damage. x x x.cralawlibrary
From the testimony of [TML's] witness[,] Lyman Lozada[,] it was established that [TML] is indeed indebted to [BPI] and has become delinquent in the payment of the loan obligation; that [TML] is willing to let go off (sic) the collaterals, the properties subject matter hereof, by way of dacion en pago. Apparently, the only concern of [TML] is the fact that it will be ousted from the properties after the period of redemption shall have lapsed.cralawlibrary
The foregoing testimony of [TML] casts [doubt] on its right over the property. The aforementioned requisites are not obtaining in favor of [TML]. Moreover[,] as held by the Supreme Court[,] "where the complainant's right or title is doubtful or disputed, injunction is not proper. x x x.cralawlibrary
Furthermore, [TML] has in its favor the right of redemption.5ςrνl1
While it is admitted that [TML] has defaulted in the payment of its loan obligation, which thus conferred upon [BPI] the right of foreclosure, the Court, after a contemplation of the logical consequence of the denial of the injunctive writ, is convinced that great and irreparable damages may be caused [TML]. As pointed out by [TML], it might lead to an absurd scenario of [TML] winning the case but losing its property in [BPI's] favor or in an even worse scenario, in favor of third parties. This is because of the short period within which [TML] could exercise its redemption right under the General Banking Act.6ςrνl1
Admittedly, [TML] has incurred in default in the payment of its obligation but the amount has yet to be determined, the determination thereof being one of the provinces of the instant complaint, and considering the brief redemption period under the General Banking Act[,] the redemption is next to impossible. Thus, the injury to [TML] would be very grave if not irreparable.7ςrνl1
WHEREFORE, the Petition is GRANTED. The twin Order(s), dated August 22, 2003 and November 27, 2003, of the Regional Trial Court of Parañaque City, Branch 164 (sic) in Civil Case No. 02-0504, are hereby REVERSED and SET ASIDE. Accordingly, the writ of preliminary injunction granted in favor of [TML] is hereby LIFTED.8ςrνl1
WHEREFORE, the instant motion for reconsideration and supplemental motion for reconsideration are hereby DENIED. Accordingly, Our Decision, dated August 19, 2008, STANDS.9ςrνl1
SEC. 3. Grounds for issuance of preliminary injunction. - A preliminary injunction may be granted when it is established:
(a) That the applicant is entitled to the relief demanded, and the whole or part of such relief consists in restraining the commission or continuance of the act or acts complained of, or in requiring the performance of an act or acts, either for a limited period or perpetually;
(b) That the commission, continuance or non-performance of the act or acts complained of during the litigation would probably work injustice to the applicant; or
(c) That a party, court, agency or a person doing, threatening, or is attempting to do, or is procuring or suffering to be done, some act or acts probably in violation of the rights of the applicant respecting the subject of the action or proceeding, and tending to render the judgment ineffectual.
It is settled rule of law that foreclosure is proper when the debtors are in default of the payment of their obligation. On this note, it must be recalled that the promissory notes executed by [TML] in favor of [BPI] states that the Borrower - in this case, [TML] - is considered in default when it fails to pay when due, totally or partially, the principal, interest and other charges under [the promissory note(s)]. In conjunction therewith, the [real estate mortgage] executed by the parties stipulates, among others, that:
Sec. 6. Effects of Default by the Mortgagor. xxx
a) The MORTGAGEE shall have the right to immediately foreclose on this Mortgage in accordance with Sec. 7, hereof; xxx
Sec. 7. Foreclosure. Foreclosure shall, at the sole discretion of the MORTGAGEE, be either judicial or extrajudicial, xxx xxx.
In its Complaint, [TML] admitted that it has not paid its obligation with [BPI] by reason of the exorbitant rates of interest unilaterally imposed by the latter. However, regardless of [TML's] defenses, the fact that it has an outstanding obligation with [BPI] which it failed to pay despite demand remains undisputed. Verily, [TML's] failure to comply with the terms and conditions of its credit agreement with [BPI], as embodied in the [real estate mortgage] and the promissory notes it issued in favor of the latter, entitles [BPI] to extrajudicially foreclose the mortgaged properties.
x x x x
To [o]ur mind, the grounds relied upon by [the trial court], do not justify the issuance of a writ of preliminary injunction in favor of [TML]. Under the factual setting of this case, [TML] has no right to be protected from the impending foreclosure of its properties. Certainly, the said foreclosure is authorized under the [real estate mortgage] and the promissory notes voluntarily executed by [TML] in favor of [BPI]. Needless to say, [BPI's] exercise of its right to foreclose the subject properties does not, in any way, constitute a violation of [TML's] property rights. On the contrary, the foreclosure of the mortgage is to enforce the contractual obligation of [BPI].11ςrνl1
A debt is liquidated when the amount is known or is determinable by inspection of the terms and conditions of the relevant promissory notes and related documentation. Failure to furnish a debtor a detailed statement of account does not ipso facto result in an unliquidated obligation.cralawlibrary
Petitioners executed a Promissory Note, in which they stated that their principal obligation was in the amount of P103,909,710.82, subject to an interest rate of 21.75 percent per annum. Pursuant to the parties' Credit Agreement, petitioners likewise know that any delay in the payment of the principal obligation will subject them to a penalty charge of one percent per month, computed from the due date until the obligation is paid in full.cralawlibrary
It is in fact clear from the agreement of the parties that when the payment is accelerated due to an event of default, the penalty charge shall be based on the total principal amount outstanding, to be computed from the date of acceleration until the obligation is paid in full. Their Credit Agreement even provides for the application of payments. It appears from the agreements that the amount of total obligation is known or, at the very least, determinable.cralawlibrary
Moreover, when they made their partial payment, petitioners did not question the principal, interest or penalties demanded from them. They only sought additional time to update their interest payments or to negotiate a possible restructuring of their account. Hence, there is no basis for their allegation that a statement of account was necessary for them to know their obligation. We cannot impair respondent's right to foreclose the properties on the basis of their unsubstantiated allegation of a violation of due process.14ςrνl1
x x x Injunction is not designed to protect contingent or future rights. It is not proper when the complainant's right is doubtful or disputed.cralawlibrary
x x x x
Petitioners do not have any clear right to be protected. As shown in our earlier findings, they failed to substantiate their allegations that their right to due process had been violated and the maturity of their obligation forestalled. Since they indisputably failed to meet their obligations in spite of repeated demands, we hold that there is no legal justification to enjoin respondent from enforcing its undeniable right to foreclose the mortgaged properties.cralawlibrary
In any case, petitioners will not be deprived outrightly of their property. Pursuant to Section 47 of the General Banking Law of 2000, mortgagors who have judicially or extrajudicially sold their real property for the full or partial payment of their obligation have the right to redeem the property within one year after the sale. They can redeem their real estate by paying the amount due, with interest rate specified, under the mortgage deed; as well as all the costs and expenses incurred by the bank.15ςrνl1
Endnotes:
1ςrνl1 Penned by Associate Justice Noel G. Tijam wiht Associate Justice MArtin S. Villarma, Jr. (now a Member of this Court) and Arturo G. Tayag, concurring. Rollo pp. 39-51.cralawlibrary
2ςrνl1 Penned by Judge Leoncio Real-Dimagiba. Id. at 181-182 and 187.cralawlibrary
3ςrνl1 Id. at 41.cralawlibrary
4ςrνl1 Id. at 106.cralawlibrary
5ςrνl1 Id. at 165.cralawlibrary
6ςrνl1 Id. at 182.cralawlibrary
7ςrνl1 Id. at 187.cralawlibrary
8ςrνl1 Id. at 50.cralawlibrary
9ςrνl1 Id. at 55.cralawlibrary
10ςrνl1 Equitable PCI-Bank, Inc. v. OJ-Mark Trading, Inc., G.R. No. 165950, 11 August 2010, 628 SCRA 79, 88.cralawlibrary
11ςrνl1 Rollo, pp. 46-48.cralawlibrary
12ςrνl1 Supra note 10.cralawlibrary
13ςrνl1 522 Phil. 671 (2006).cralawlibrary
14ςrνl1 Id. at 687-688.