3B SPCL Digests
ABACUS REAL ESTATE DEVELOPMENT CENTER, The Central Bank, by virtue of Monetary Board (MB)
INC., PETITIONER, VS. THE MANILA BANKING Resolution, ordered the liquidation of Manila Bank and
CORPORATION, RESPONDENT. designated Atty. Renan V. Santos as Liquidator. The
liquidation, however, was held in abeyance pending
April 06, 2005 the outcome of the earlier suit filed by Manila Bank
In the interim, Manila Bank's then acting president, in a
bid to save the bank's investment, started scouting for
G.R. No.: 162270 Ponente: GARCIA, J.:
possible investors who could finance the completion of
the building.
Related Article: Tickler: Receivership
Section 29 and
A group of investors, Laureano group, wrote to lease
Section 30 of the
the building for ten (10) years and to advance the cost
Central Bank Act
to complete the same. Likewise, the letter-offer stated
that in consideration of advancing the construction
Doctrine of the Case cost, the group wanted to be given the "exclusive
option to purchase" the building and the lot on which it
The appointment of a receiver operates to suspend the was constructed.
authority of the bank and of its directors and officers
over its property and effects. In this respect, the Since no disposition of assets could be made due to
receivership is equivalent to an injunction to restrain the litigation concerning Manila Bank's closure, an
the bank officers from intermeddling with the property arrangement was thought of whereby the property
of the bank in any way. would first be leased to Manila Equities Corporation
(MEQCO), a wholly owned subsidiary of Manila Bank,
Parties – Roles with MEQCO thereafter subleasing the property to the
Laureano group.
Manila Banking Corporation
Manila Bank accepted the Laureano group's offer and
Feliciano Miranda, Jr. – receiver granted it an "exclusive option to purchase" the lot and
building for One Hundred Fifty Million Pesos
Atty. Renan V. Santos – liquidator / statutory
receiver (P150,000,000.00). Later, the building was leased to
MEQCO for a period of ten (10) years. MEQCO
Vicente G. Puyat - Manila Bank's then acting
president subleased the property to petitioner Abacus Real
Estate Development Center, Inc..
Calixto Y. Laureano – group of investors / Laureano
group
The Laureano group was, however, unable to finish the
Abacus Real Estate Development Center, Inc., – a
corporation formed by the Laureano group building due to the economic crisis brought about by
the failed December 1989 coup attempt. On account
thereof, the Laureano group offered its rights in Abacus
Facts
and its "exclusive option to purchase" to Benjamin
Bitanga (Bitanga), for Twenty Million Five Hundred
Respondent Manila Banking Corporation (Manila
Thousand Pesos (P20,500,000.00). Bitanga would
Bank), owns a parcel of land in Makati City. Prior to
later allege that because of the substantial amount
1984, the bank began constructing on said land a 14-
involved, he first had to talk with Atty. Renan Santos,
storey building. Not long after, however, the bank
the Receiver appointed by the Central Bank, to discuss
encountered financial difficulties that rendered it
Abacus' offer. Bitanga further alleged that, over lunch,
unable to finish construction of the building.
Atty. Santos then verbally approved his entry into
Abacus and his take-over of the sublease and option
The Central Bank of the Philippines, now Bangko
to purchase.
Sentral ng Pilipinas, ordered the closure of Manila
Bank and placed it under receivership, with Feliciano
The Laureano group transferred and assigned to
Miranda, Jr. being initially appointed as Receiver. The
Bitanga all of its rights in Abacus and the "exclusive
legality of the closure was contested by the bank
option to purchase" the subject land and building.
before the proper court.
Nicole Deocaris
3B SPCL Digests
Abacus sent a letter to Manila Bank informing the latter Atty. Renan Santos, during a lunch meeting held with
of its desire to exercise its "exclusive option to Benjamin Bitanga.
purchase". However, Manila Bank refused to honor the
same. Section 29 of the Central Bank Act, as amended,
pertinently provides:
Abacus Real Estate Development Center, Inc. filed a
complaint for specific performance and damages Sec. 29. Proceedings upon insolvency. – … the Board
against Manila Bank. They insist that the option to may, upon finding the statements of the department
purchase the lot and building in question granted to it head to be true, forbid the institution to do business in
was binding upon Manila Bank. the Philippines and shall designate an official of the
Central Bank as receiver to immediately take charge of
On the other hand, respondent has consistently its assets and liabilities, as expeditiously as possible
maintained that the then acting president of Manila collect and gather all the assets and administer the
Bank had no authority to act for and represent Manila same for the benefit of its creditors, exercising all
Bank, the latter having been placed under receivership the powers necessary for these purposes including, but
by the Central Bank at the time of the granting of the not limited to, bringing suits and foreclosing mortgages
"exclusive option to purchase." in the name of the banking institution.
RTC Ruling: Even assuming, in gratia argumenti, that Atty. Renan
Santos, Manila Bank's receiver, approved the
The trial court rendered judgment in favor of Abacus "exclusive option to purchase" granted by Vicente G.
Puyat, the same would still be of no force and effect.
CA Ruling:
The receiver appointed by the Central Bank to take
Court of Appeals reversed and set aside the appealed charge of the properties of Manila Bank only had
decision of the trial court authority to administer the same for the benefit of
its creditors. Granting or approving an "exclusive
Issue/s option to purchase" is not an act of administration, but
an act of strict ownership involving the disposition of
WHETHER OR NOT PETITIONER ABACUS HAS property of the bank. Not being an act of
ACQUIRED THE RIGHT TO PURCHASE THE LOT administration, the so-called "approval" by Atty. Renan
AND BUILDING IN QUESTION. Santos amounts to no approval at all, a bank receiver
not being authorized to do so on his own.
Congress itself has recognized that a bank receiver
Ruling
only has powers of administration. Section 30 of the
New Central Bank Act expressly provides that "the
We rule for respondent Manila Bank.
receiver shall immediately gather and take charge of all
the assets and liabilities of the institution, administer
The appointment of a receiver operates to suspend
the same for the benefit of its creditors, and exercise
the authority of the bank and of its directors and
the general powers of a receiver under the Revised
officers over its property and effects.
Rules of Court but shall not, with the exception of
administrative expenditures, pay or commit any act that
In this respect, the receivership is equivalent to an
will involve the transfer or disposition of any asset of
injunction to restrain the bank officers from
the institution…"
intermeddling with the property of the bank in any way.
The officers, including its acting president, Vicente G.
Respondent Manila Bank may not thus be compelled
Puyat, were no longer authorized to transact business
to sell the land and building in question to petitioner
in connection with the bank’s assets and property. The
Abacus under the terms of the latter's "exclusive option
"exclusive option to purchase" granted by Vicente G.
to purchase".
Puyat was and still is unenforceable against Manila
Bank.
Disposition:
Petitioner, however, asserts that the "exclusive option
to purchase" was ratified by Manila Bank's receiver,
Nicole Deocaris
3B SPCL Digests
WHEREFORE, the instant petition is DENIED and the
challenged issuances of the Court of Appeals
AFFIRMED.
Nicole Deocaris
