THIRD DIVISION
G.R. No. 227095, January 18, 2021
TRANS INDUSTRIAL UTILITIES, INC., SPOUSES RODOLFO and VICTORIA TIU, and JUANITA T. TIU, Petitioners, v. METROPOLITAN. BANK & TRUST COMPANY, substituted by MERIDIAN (SPV-AMC) CORPORATION, Respondent.
D E C I S I O N
INTING, J.:
Before the Court is a Petition1 for Review under Rule 45 of the Rules of Court assailing the Decision2 dated October 30, 2015 and the Resolution3 dated August 17, 2016 of the Court of Appeals (CA) in CA G.R. CV No. No. 03923 which affirmed the Decision4 dated November 27, 2009 of Branch 8, Regional Trial Court (RTC), Cebu City in Civil Case No. CEB-28928.
WHEREFORE, premise considered, a judgment is hereby rendered in favor of the plaintiff, MERIDIAN (SPV-AMC) CORPORATION, and against the defendants TRANS INDUSTRIAL UTILITIES, INC., SPS. RODOLFO and VICTORIA TIU and JUANITA T. TIU, sentencing said defendants to pay solidarily, jointly and severally the plaintiff the sum of P37,985,078.49 plus 12% interest and 18% penalties per annum based on the principal obligation of P34,565,524.98, from October 1, 2002 Willfully paid, and the costs.
SO ORDERED.18
Undaunted, petitioners appealed to the CA.
WHEREFORE, the appeal is DENIED. The assailed Decision of the Regional Trial Court, Branch 8, Cebu City, dated November 27, 2009 in Civil Case No. CEB-28928 is, hereby, AFFIRMED.The CA found that petitioners failed to deny under oath the Secretary's Certificate20 confirming the Stockholders' Resolution dated July 24, 2000, and the Debt Settlement Agreement dated September 25, 2000. It held that the genuineness and due execution of the Secretary's Certificate and Debt Settlement Agreement were already deemed admitted by petitioners when they failed to deny these actionable documents under oath. It clarified that petitioners freely and voluntarily entered into the Debt Settlement Agreement and there was no evidence of any fraud on the part of Metrobank that would affect the validity of the Agreement;21 and that it was clear in the Debt Settlement Agreement that there was an actual and apparent agreement on the part of the parties that the US Dollar denominated loans will be converted into Philippine Pesos. As to the issue of whether the resolution passed by Board of Directors of Trans Industrial authorized only an increase of P15,000,000.00 and not a separate amount, the CA stressed that upon examination of the Secretary's Certificate which confirmed the board resolution, there was no indication that the amount was only an increase and would be a ceiling from the previous authorized amount of P10,000,000.00.22 Finally, the CA ruled that petitioners' claim of overpayment was not substantiated.23 It noted that in the Debt Settlement Agreement, petitioners clearly acknowledged their remaining loan obligations.
SO ORDERED.19chanRoblesvirtualLawlibrary
I -
The Admission As to the Genuineness and Due Execution Of The Secretary's Certificate and Debt Settlement Agreement Does Not Make Them Valid. II - The Court: Of Appeals Erred In Not Holding That Petitioner TIUI Exceeded Its Authority Because It Was Authorized To Borrow Money In Philippine Currency, Not Dollars And That Metrobank Is Estopped From Converting The Dollar Loans Into Pesos For The Second Time At A Higher Rate Of Exchange. III - The Court Of Appeals Erred In Not Holding That Petitioner TIUI Has Over Paid Its Loans. IV -
The Courts Of Appeals Erred In Holding That Petitioner TIUI'S Claim Of Overpayment Is Not Substantiated.26
A question of law arises when there is doubt as to what the law is on a certain state of facts, while there is a question of fact when the doubt arises as to the truth or falsity of the alleged facts. For a question to be one of law, the same must not involve an examination of the probative value of the evidence presented by the litigants or any of them. The resolution of the issue must rest solely on what the law provides on the given set of circumstances. Once it is clear that the issue invites a review of the evidence presented, the question posed is one of fact.29The issues raised by petitioners are questions of fact. The determination of the genuineness and due execution of the Secretary's Certificate and the Debt Settlement Agreement, the limitations of Rodolfo's authority to contract a loan with Metrobank, and the issue on overpayment invite the Court to review the pieces of evidence presented by the parties. Clearly, petitioners are raising questions of fact and not of law. In effect, petitioners would have the Court analyze or weigh all over again the evidence presented in the lower courts in complete disregard of the well-settled rule that the jurisdiction of the Court in cases brought to it from the CA is limited to the review and revision of errors of law it allegedly committed as its findings of fact are deemed conclusive.30
SECTION 8. How to Contest Such Documents. - When an action or defense is founded upon a written instrument, copied in or attached to the corresponding pleading as provided in the preceding section, the genuineness and due execution of the instrument shall be deemed admitted unless the adverse party, under oath, specifically denies them, and sets forth what he claims to be the facts; but the requirement of an oath does not apply when the adverse party does not appear to be a party to the instrument or when compliance with an order for an inspection of the original instrument is refused.Records show that petitioners failed to specifically deny under oath the documents (Secretary's Certificate and Debt Settlement Agreement) attached in the amended complaint. As established in the proceedings below, petitioners' Amended Answer was not verified as noted in the Pre-Trial Order dated January 19, 2004. Failure to verify the pleading is tantamount to failure to specifically deny under oath the documents upon which the amended complaint was based. There is no doubt that petitioners admitted the genuineness and due execution of these documents.
More to the point is the fact that petitioners failed to deny specifically under oath the genuineness and due execution of the Acknowledgment in their Answer. The effect of this is that the genuineness and due execution of the Acknowledgment is deemed admitted. "By the admission of the genuineness and due execution (of such document) is meant that the party whose signature it bears admits that he signed it or that it was signed by another for him with his authority; that at the time it was signed it was in words and figures exactly as set out in the pleading of the party relying upon it; that the document was delivered; and that any formal requisites required by law, such as a seal, an acknowledgment, or revenue stamp, which it lacks, are waived by him. Hence, such defenses as that the signature is a forgery x x x; or that it was unauthorized x x x; or that the party charged signed the instrument in some other capacity than that alleged in the pleading setting it out x x x; or that it was never delivered x x x, are cut off by the admission of its genuineness and due execution."Having failed to specifically deny under oath the genuineness and due execution of the Secretary's Certificate, and thus admitted its genuineness, due execution and authenticity, petitioners cannot successfully interpose the statement of Rosalie T. Tiu, the Corporate Secretary who signed the Secretary's Certificate, that there was no quorum when the Stockholders' Resolution dated July 24, 2000 and the Debt Settlement Agreement dated September 25, 2000 were passed and approved. Significantly, the Secretary's Certificate itself provides that the resolution was "unanimously approved, a legal quorum being present and voting." The Secretary's Certificate confirmed the July 4, 2000 resolution that a meeting was held with a quorum and that the resolution was approved authorizing Trans Industrial's negotiation and request for the restructuring of the loan with Metrobank. This resulted in the execution of the Debt Settlement Agreement, the genuineness and due execution of 'which were likewise admitted by petitioners. Accordingly, both the lower courts correctly upheld the validity of the Secretary's Certificate and the Debt Settlement Agreement.
"There is no need for proof of execution and authenticity with respect to documents the genuineness and due execution of which are admitted by the adverse party." With the consequent admission engendered by petitioners' failure to properly deny the Acknowledgment in their Answer, coupled with its proper authentication, identification and offer by the respondent, not to mention petitioners' admissions in paragraphs 4 and 6 of their Answer that they are indeed indebted to respondent, the Court believes that judgment may be had solely on the document, and there is no need to present receipt and other documents to prove the claimed indebtedness. The Acknowledgment, just as an ordinary acknowledgment receipt, is "valid and binding between the parties who executed it, as a document evidencing the loan agreement they had entered into." The absence of rebutting evidence occasioned by petitioners' waiver of their right to present evidence renders the Acknowledgment as the best evidence of the transactions between the parties and the consequential indebtedness incurred. Indeed, the effect of the admission is such that "a prima facie case is made for the plaintiff which dispenses with the necessity of evidence on his part and entitles him to a judgment on the pleadings unless a special defense of new matter, such as payment, is interposed by the defendant."39 (Italics supplied.)
WHEREAS, to partially settle the OBLIGATION to the extent of P22,000,000.00, the DEBTOR offered to TRANSFER and CONVEY by way of DACION EN PAGO in favor of METROBANK, the PROPERTY with all the improvements existing thereon, which offer has been accepted by METROBANK subject to all terms and conditions mentioned [herein below];40It is also apparent in the Secretary's Certificate dated September 25, 2000 that the amount involved in the deed of dacion en pago was only to the extent of P22,000,000.00.41 Likewise, the Debt Settlement Agreement states:chanroblesvirtualawlibrary
The documents presented negate petitioners' claim of overpayment through dacion en pago. Evidently, the lower courts committed no error in rendering the questioned decisions. Accordingly, the Court finds no reason to disturb the findings of the CA which affirmed the ruling of the RTC.
4. In partial settlement of the OBLIGATION after waiver of the Penalty Charges, the adjustment of the rates of the past due interests, and the conversion of the US Dollar denominated loan together with the Past Due Interests thereon into Philippine Pesos, the BORROWER shall simultaneously upon signing of this Agreement cede, transfer and convey by way of DACION EN PAGO into METROBANK the PROPERTY up to the extent of Php22,000,000.00, net of capital gains/creditable withholding, documentary stamps, transfer, EVAT and other government taxes, registration fees and other expenses necessary in the transfer of titles of the dacioned property in the name of METROBANK, which expenses shall be exclusively for the account of the BORROWER and the SURETIES and to be advanced by METROBANK;42
Endnotes:
* On official leave.
1Rollo, pp. 17-38.
2Id. at 47-77; penned by Associate Justice Jhosep Y. Lopez with Associate Justices Pamela Ann Abe!;a Maxino and Marie Christine Azcarraga-Jacob, concurring.
3Id. at 87-90; penned by Associate Justice Pamela Ann Abella Maxino with Assoicate Justices Pablito A. Perez and Gabriel T. Robeniol, concurring.
4Id. at 242-256; penned by Presiding Judge Macaundas M. Hadjirasul.
5Id. at 216-217.
6Id. at 203-204; dated July 8, 1997.
7Id. a1 218-219.
8Id. at 48-50.
9Id. at 222-226.
10Id. at 50.
11Id. at 230-232.
12Id. at 50-51.
13Id. at 109-111.
14Id. at 109-110.
15Id. at 53.
16Id.
17Id. at 242-256.
18Id. at 256.
19Id. at 76.
20Id. at 227-229.
21Id. at 68-69.
22Id. at 74.
23Id. at 75
24Id. at 78-86.
25Id. at 87-90.
26Id. at 23-24.
27Id. at 127-167.
28 See Tamblot Security & General Services, Inc. v. Item, et al., 774 Phil. 312 (2015).
29Clemente v. Court of Appeals, et al., 771 Phil. 113, 121 (2015), citing Lorzano v. Tabayag, Jr., 681 Phil. 39,48-49 (2012)..
30Travel & Tours Advisers, Inc. v. Cruz, et al., 783 Phil. 257, 264 (2016).
31 Id., citing The Insular Life Assurance Co., Ltd. v. Court of Appeals, 472 Phil 11, 22 (2004).
32 Id., citing Catindig v. Vda. de Meneses, 656 Phil. 361,370 (2011).
33 Id., citing Spouses Pascual v. Spouses Coronel, 554 Phil. 351, 360 (2007).
34Land Bank of the Philippines v. Musni, et al., 806 Phil. 308, 322-323 (2017).
35Republic of the Phils. v. Court of Appeals, 402 Phil. 498, 506-507 (2001), citing South Sea Surety & Insurance Co., Inc. v. CA, 314 Phil. 761,769-770 (1995).
36 In the case of The Insular Life Assurance Co., Ltd v. Court of Appeals, supra note 26 at 22- 23 the following were cited as exceptions to this rule, to wit:chanroblesvirtualawlibrary1. when the findings are grounded entirely on speculation, surmises or conjectures;37 Section 7, Rule 8, RULES OF COURT.
2. when the inference made is manifestly mistaken, absurd Of impossible;
3. when there is grave abuse of discretion;
4. when the judgment is based on a misapprehension of facts;
5. when the findings of facts are conflicting;
6. when in making its findings the CA went beyond the issues of the case, or its findings are contrary to the admissions of both the appellant and the appellee;
7. When the findings are contrary to the trial court;
8. when the findings are conclusions without citation of specific evidence on which they are based;
9. when the facts set forth in the petition as well as in the petitioner's main and reply briefs are not disputed by the respondent;
10. when the findings of fact are premised on the supposed absence of evidence and contradicted by the evidence on record; and
11. when the Court of Appeals manifestly overlooked certain relevant facts not disputed by the parties, which, if properly considered, would justify a different conclusion.
38 729 Phil. 277 (2014).
39Id. at 292-294.
40Id. at 230.
41Id. at 227.
42Id. at 223.cralawredlibrary