SPOUSES JAIME SEBASTIAN AND EVANGELINE SEBASTIAN, vs. BPI FAMILY BANK, INC.
, CARMELITA
ITAPO AND BENJAMIN HAO. G.R. No. 160107, 22 October 2014
BERSAMIN, J.
Facts of the case:
1. Jaime worked as a Branch Manager and Evangeline worked as a bank teller for the Respondent
BPI in this case.
2. They took out a housing loan from BPI Family on October 30, 1987, as part of the company's
employee perks package.
3. They took out a housing loan from BPI Family on October 30, 1987, as part of the company's
employee perks package. Their loan was for P273,000.00, and they signed a Loan Agreement
stating that the loan would be paid off in 108 equal monthly amortizations of P3,277.57,
beginning January 10, 1988, and ending December 10, 19963, and that the monthly
amortizations would be paid on the 10th of each month.
4. They entered a real estate mortgage in favor of BPI Family over property located in Bo. Ibayo,
Marilao, Bulacan, and covered by TCT No. T-30.827 (M) of the Register of Deeds of Bulacan to
secure the loan payment.
5. Jaime's salary was consistently taken from the petitioner's amortizations until he received a
notice of termination from BPI. Evangeline was also informed of her termination. The notices of
termination contain a demand for the full payment of the outstanding loan balance.
6. Before the NLRC, both spouses questioned their dismissal. The petitioners received a demand
letter from BPI Family's lawyer on January 28, 1991, about a year after they were fired,
requesting them to pay their entire outstanding payment of P221,534.50.
7. BPI Family filed a petition to have the real estate mortgage foreclosed. The petitioners received
notification of extrajudicial foreclosure of a mortgage dated February 21, 1991 on March 6,
1991. To avoid foreclosure, the petitioners filed a complaint for injunction and damages against
the respondents, together with an application for preliminary injunction and restraining order in
the RTC in Malolos, Bulacan. They claimed that because the legality of their dismissal was still
being decided by the labor court, their obligation was not yet due and demandable; thus, there
was no basis for the foreclosure of the mortgaged property; and that the property sought to be
foreclosed was a family dwelling in which they and their four children resided.
8. The complaint of the spouses was dismissed by the RTC. Following that, the CA issued its
contested decision, which affirmed the RTC's ruling in its entirety. The petitioners subsequently
filed a move for reconsideration, claiming for the first time that their rights under Republic Act
No. 6552 (Real Estate Installment Buyer Protection Act) had been violated, citing Section 3 of
the law, which entitled them to a grace period within which to settle their unpaid installments
without interest.
Issue:
1. WHETHER OR NOT THE RESPONDENT COURT OF APPEALS ERRED GRAVELY IN ORDERING THE
FORECLOSURE OF THE REAL ESTATE MORTGAGE ON PETITIONERS' FAMILY HOME.
2. WHETHER OR NOT THE RESPONDENT COURT OF APPEALS ERRONEOUSLY DENIED PETITIONERS'
MOTION FOR RECONSIDERATION DESPITE JUSTIFIABLE REASONS FOR DOING SO.
Ruling:
Yes, the petitioner's family home was properly foreclosed. As a result, either in their move for
reconsideration or in their petition filed in this Court, the petitioners could not raise the applicability of
Republic Act No. 6552 or the strict construction of the loan agreement as a contract of adhesion as
concerns for the first time. Allowing them to do so would be a violation of the adverse parties’ right to
fairness and due process.
It is well established that no question will be considered on appeal unless it was presented in the lower
court. The watching court does not have to consider any points of law, theories, issues, or arguments
that were not brought to the notice of the lower court, administrative agency, or quasi-judicial body
because they cannot be raised for the first time at that late stage. Basic considerations of fairness and
due process impel this rule. Any issue raised for the first time on appeal is barred by estoppel.
Republic Act No. 6552 was enacted to protect buyers of real estate on installment payments against
onerous and oppressive conditions. The protections accorded to the buyers were embodied in Sections
3, 4 and 5 of the law, to wit:
Section 3. In all transactions or contracts, involving the sale or financing of real estate on installment
payments, including residential condominium apartments but excluding industrial lots, commercial
buildings and sales to tenants under Republic Act Numbered Thirty-Eight hundred forty-four as
amended by Republic Act Sixty-three hundred eighty-nine, where the buyer has paid atleast two years
of installments, the buyer is entitled to the following rights in case he defaults in the payment of
succeeding installments:
(a) To pay, without additional interest, the unpaid installments due within the total grace period
earned by him which is hereby fixed at that rate of one month grace period for every one year
of installment payments made; provided, That this right shall be exercised by the Buyer only
once in every five years of the life of the contract and its extensions, if any.
(b) If the contract is cancelled, the seller shall refund to the buyer the cash surrender value of
the payments on the property equivalent to fifty percent of the total payments made, and, after
five years of installments, an additional five per cent every year but not to exceed ninety per
cent of the total payments made; Provided, That the actual cancellation or the demand for
rescission of the contract by a notarial act and upon full payment of the cash surrender value to
the buyer.
Down payments, deposits or options on the contract shall be included in the computation of the total
number of installment payments made.
SECTION 4. In case where less than two years of installments were paid, the seller shall give the buyers a
grace period of not less than sixty days from the date the installment become due.
If the buyer fails to pay the installments due at the expiration of the grace period, the seller may cancel
the contract after thirty days from receipt by the buyer of the notice of cancellation or the demand for
rescission of the contract by a notarial act.
SECTION 5. Under Section 3 and 4, the buyer shall have the right to sell his rights or assign the same to
another person or to reinstate the contract by updating the account during the grace period and before
actual cancellation of the contract. The deed of sale or assignment shall be done by notarial act.
Otherwise, the mortgaged property's foreclosure should be considered premature because their
obligation had not yet become due and demandable. If the monthly amortizations being paid to BPI
Family resulted from a sale or financing of real estate, the petitioners' assertion would have been
correct. The monthly amortizations in their instance, on the other hand, were the installment payments
of a house loan that BPI Family had granted to them as an employee benefit. Because the monthly
amortizations they were responsible for were generated from a loan transaction rather than a sale
transaction, BPI Family and the petitioners had a lender-borrower relationship.
CIR vs. William J. Suter
Facts of the case:
1. Herein respondent William J. Suter, as general partner, and Julia Spirig and Gustav Carlson, as
limited partners, created and registered a limited partnership called "William J. Suter 'Morcoin'
Co., Ltd." with the Securities and Exchange Commission. The partners donated P20,000.00,
P18,000.00, and P2,000.00 to the partnership, respectively. The company was involved in the
importing, marketing, distribution and operation of automatic phonographs, radios, television
sets and amusement machines, their parts and accessories, among other things.
2. However, in 1948, general partner Suter and limited partner Spirig married, and limited partner
Carlson surrendered his share of the partnership to Suter and his wife on December 18, 1948.
3. The income of the firm and the individual incomes of the partners-spouses Suter and Spirig were
merged by the Commissioner of Internal Revenue in 1959, resulting in a decision of a shortfall
income tax.
4. The Court of Tax Appeals reversed the decision of the CIR.
Issues:
1. Whether or not the marriage of Suter and Spirig and their subsequent acquisition of the
interests of remaining partner Carlson in the partnership dissolved the limited partnership.
2. Whether or not the income of the limited partnership be included in the individual tax return
of respondent.
Ruling:
1. No. The contributions of the partners were fixed amount of money. P20,000.00 by William
Suter and P18,000.00 by Julia Spirig, and none of them was an industrial partner, therefore
the William J. Suter "Morcoin" Co., Ltd. was not a universal partnership, but a specific one.
As a result, William J. Suter "Morcoin" Co., Ltd. was not a partnership prohibited by Article
1677 of the civil code of 1889 from being formed by spouses.
The partners' subsequent marriage would not be able to dissolve it, as such marriage is not
one of the causes provided for in the Spanish Civil Code or the Code of Commerce.
2. NO. Although section 24 of the Internal Revenue Code equates the income of registered
general co-partnerships (compañias colectivas) with the individual partners' personalities for
tax purposes, the limited partnership's separate individuality makes it impossible to equate
its income with that of the component members.
Because the members, not the company, are taxable in their individual capacities for any
dividend or share of the profit obtained from the duly registered general partnership, the
code taxes the latter on its income but not the former.
ENCARNACION MAGALONA VS. JUAN PESAYCO
G. R. No. 39607, February 06, 1934
Facts of the case
The plaintiffs, Encarnacion Magalona and Juan Sermeno, and the defendant, Juan Pesayco, formed a
partnership in September 1930 for the aim of catching "semillas de bagus o aua" in the sea and rivers of
the municipality of San Jose, Antique Province, during the year 1931. It was agreed that the defendant
should put in a bid for this privilege and that the partners should each supply one third of the capital in
case the defendant was awarded the desired privilege.
The defendant, having had experience in this line, was to be the manager in case his bid was accepted.
The defendant offered the sum of P5,550.09 for the year ending December 31, 1931. As a deposit of
one-fourth of the amount of the bid was required each of the partners put up one third of this amount.
This bid, being the highest, was accepted by the municipality and the privilege was awarded to the
defendant.
The latter entered upon his duties under the contract and gave an account of two sales of "semillas de
bañgus", to Tiburcio Lutero as representative of the plaintiff Magalona. As the defendant, on April 21,
1931, had on hand only P410 he wired, Lutero for sufficient money to complete the payment of the first
quarter which was to be paid within the first twenty days of the second quarter of the year 1931.
The defendant managed the business from January 1,1931, and with the exception of the two sales
above-mentioned, never gave any account of his catches or sales to his partners, the plaintiffs.
1. In view of this the herein complaint was filed April 21, 1931, in which it was prayed that a
receiver be appointed by the court to take charge of the funds of the partnership and the
management of its affairs; that the defendant be ordered to render an account of his
management and to pay to the plaintiff their participation in the profits thereof; that the
defendant be required to turn over to the receiver all of the funds of the partnership and that
the defendant be condemned to pay the costs.
2. The plaintiffs put up a bond of P5,000 and a receiver was appointed who also put up a bond for
the same amount.
3. The receiver took over the management and took possession of all the devices and implements
used in the catching of "semillas de bañgus".
4. At the trial it was proven that before April 20, 1931, the defendant obtained and sold a total of
975,000 "semillas de bañgus" the market value of which was P3 per thousand. The defendant
made no report of this nor did he pay the plaintiffs any part of the P2,925 realized by him on the
sales thereof. This was not denied.
5. In his two counter-complaints the defendant prays that he be awarded damages in the sum of
P34,700. He denies that there was a partnership and depends principally upon the fact that the
partnership agreement was not in writing.
6. The partnership was conclusively proven by the oral testimony of the plaintiffs and other
witnesses, two of whom were Attorneys Lutero and Maza. The defense made no objection to
the questions asked with regard to the forming of this partnership. This court has held that if a
party permits a contract, which the law provides shall be in writing, to be proved, without
objection as to the form of the proof, it is just as binding as if the statute had been complied
with.
Issues:
1. Whether or not there was a partnership between Magalona and Pasayco.
Ruling:
Yes. Oral testimony from the plaintiffs and other witnesses, including Attorneys Lutero and Maza,
proved the partnership decisively. The defense did not raise any objections to the questions posed
about the formation of this collaboration. This court has decided that if a party agrees to allow a
contract, which the law requires to be in writing, to be proved without objecting to the manner of proof,
the contract is just as binding as if the laws had been followed.
Article 1667 of the Civil Code provides that "Civil partnerships may be established in any form whatever,
unless real property or real rights are contributed to the same, in which case a public instrument shall be
necessary."
“Articles of partnership are not required to be in writing except in the cases mentioned in article
1667, Civil Code, which controls article 1280 of the same Code. (Fernandez vs. Dela Rosa, 1 Phil.,
671.)
A verbal partnership agreement is valid between the parties even though more than
1,500 pesetas are involved and can be enforced without bringing action under article 1279, Civil
Code, to compel execution of a written instrument. (Arts. 1261, 1278-1280, 1667, Civil Code;
arts. 116-119, 51, Code of Commerce.) Thunga Chui vs. Que Bentec, 2 Phil., 561. (4 Phil. Digest,
3468.)”
FIRST OPTIMA REALTY CORPORATION v. SECURITRON SECURITY SERVICES, GR
No. 199648, 2015-01-28
Facts of the case:
1. Petitioner Optima Realty Corporation is a real estate company based in the United States. It
is the registered owner of a 256-square-meter tract of land in Pasay City with
improvements, as documented by Transfer Certificate of Title No. 125318. (the subject
property).
2. Respondent On the other hand, Securitron Security Services, Inc. is a domestic firm with
offices near the subject property. Respondent, through its General Manager, Antonio
Eleazar, issued a December 9, 2004 Letter to petitioner, through its Executive Vice-
President, Carolina T. Young, offering to purchase the subject property at P6,000.00 per
square meter, in order to expand its business and add to its existing offices offering to
purchase the subject property at P6,000.00 per square meter.
3. Eleazar then went to the petitioner's office and offered to pay for the subject property in
cash, which he had previously brought with him. Young, on the other hand, refused to
accept payment, claiming that she wanted to get her sister's opinion on the topic first.
4. Respondent sent petitioner a Letter of even date on February 4, 2005. It was accompanied
by Philippine National Bank Check No. 24677 issued for P100,000.00 and made
payable to petitioner.
Issue:
1. Whether or not the money respondent delivered to petitioner was earnest money
thereby providing a perfected contract of sale.
Ruling:
Respondent had no responsibility to make payment by check because there was no
consummated transaction between the parties, nor did it have the right to send earnest money
to petitioner in order to commit the latter to a sale. According to the Civil Code's Article 1482,
"there must first be a perfected contract of sale before we can speak of earnest money." "Where
the parties merely exchanged offers and counter-offers, no contract is perfected since they did
not yet give their consent to such offers.
Earnest money applies to a perfected sale."
The negotiation ended in a meeting of minds between Eleazar and Young, during which the latter
refused to enter into an agreement and take the financial payment that the former had offered. Instead,
at that meeting, Young informed Eleazar that she needed to consult with her sister and the petitioner's
board of directors; Eleazar, in turn, advised Young that respondent would await the necessary approval.
As a result, the trial and appeal courts overlooked the fact that the respondent's offer to acquire the
subject property was never accepted by the petitioner, even after negotiations.
Respondent, in a sense, cannot blame petitioner for not issuing a refund because it is equally to blame
for making such a payment under false assumptions, under unusual circumstances, and with wrong
reasons. Parties must, in a sense, come to court with clean hands.
