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SORIANO V.

BAUTISTA 6 SCRA 946 (1962)

FACTS: Spouses Bautista are the absolute and registered owners of a parcel of land. In May 30, 1956, the
said spouses entered into an agreement entitled Kasulatan ng Sanglaan (mortgage) in favor of spouses
Soriano for the amount of P1,800. Simultaneously with the signing of the deed, the spouses Bautista
transferred the possession of the subject property to spouses Soriano. The spouses Soriano have, since
that date, been in possession of the property and are still enjoying the produce thereof to the exclusion
of all other persons

1. Sometime after May 1956, the spouses Bautista received from spouses Soriano the sum of P450
pursuant to the conditions agreed upon in the document. However, no receipt was issued. The said
amount was returned by the spouses Bautista

2. In May 13, 1958, a certain Atty. Ver informed the spouses Bautista that the spouses Soriano have
decided to purchase the subject property pursuant to par. 5 of the document which states that the
mortgagees may purchase the said land absolutely within the 2-year term of the mortgage for P3,900.

3. Despite the receipt of the letter, the spouses Bautista refused to comply with Sorianos demand

4. As such, spouses Soriano filed a case, praying that they be allowed to consign or deposit with the
Clerk of Court the sum of P1,650 as the balance of the purchase price of the land in question

5. The trial court held in favor of Soriano and ordered Bautista to execute a deed of absolute sale over
the said property in favor of Soriano.

6. Subsequently spouses Bautista filed a case against Soriano, asking the court to order Soriano to
accept the payment of the principal obligation and release the mortgage and to make an accounting the
harvest for the 2 harvest seasons (1956-1957).

7. CFI held in Sorianos favor and ordered the execution of the deed of sale in their favor

8. Bautista argued that as mortgagors, they cannot be deprived of the right to redeem the mortgaged
property, as such right is inherent in and inseparable from a mortgage.

ISSUE: WON spouses Bautista are entitled to redemption of subject property

HELD: No. While the transaction is undoubtedly a mortgage and contains the customary stipulation
concerning redemption, it carries the added special provision which renders the mortgagors right to
redeem defeasible at the election of the mortgagees. There is nothing illegal or immoral in this as this is
allowed under Art 1479 NCC which states: A promise to buy and sell a determinate thing for a price
certain is reciprocally demandable. An accepted unilateral promise to buy or to sell a determinate thing
for a price certain is binding upon the promisor if the promise supported by a consideration apart from
the price.
In the case at bar, the mortgagors promise is supported by the same consideration as that of the
mortgage itself, which is distinct from the consideration in sale should the option be exercised. The
mortgagors promise was in the nature of a continuing offer, non-withdrawable during a period of 2
years, which upon acceptance by the mortgagees gave rise to a perfected contract of sale.

TENDER INEFFECTIVE AS PREEMPTIVE RIGHT TO PURCHASE BY OTHER PARTY HAS BEEN EXERCISED

The tender of P1,800 to redeem the mortgage by spouses Bautista was ineffective for the purpose
intended. Such tender must have been made after the option to purchase had been exercised by
spouses Soriano. Bautistas offer to redeem could be defeated by Sorianos preemptive right to purchase
within the period of 2 years from May 30, 1956. Such right was availed of and spouses Bautista were
accordingly notified by Soriano. Offer and acceptance converged and gave rise to a perfected and binding
contract of purchase and sale.

RCBC v. CA - Insurance Proceeds

289 SCRA 292 (1998)


Facts:
> GOYU applied for credit facilities and accommodations with RCBC. After due evaluation, a credit
facility in the amount of P30 million was initially granted. Upon GOYU's application increased GOYU's
credit facility to P50 million, then to P90 million, and finally to P117 million
> As security for its credit facilities with RCBC, GOYU executed two REM and two CM in favor of RCBC,
which were registered with the Registry of Deeds at. Under each of these four mortgage contracts, GOYU
committed itself to insure the mortgaged property with an insurance company approved by RCBC, and
subsequently, to endorse and deliver the insurance policies to RCBC.
> GOYU obtained in its name a total of 10 insurance policies from MICO. In February 1992, Alchester
Insurance Agency, Inc., the insurance agent where GOYU obtained the Malayan insurance policies, issued
nine endorsements in favor of RCBC seemingly upon instructions of GOYU
> On April 27, 1992, one of GOYU's factory buildings in Valenzuela was gutted by fire. Consequently,
GOYU submitted its claim for indemnity.
> MICO denied the claim on the ground that the insurance policies were either attached pursuant to
writs of attachments/garnishments issued by various courts or that the insurance proceeds were also
claimed by other creditors of GOYU alleging better rights to the proceeds than the insured.
> GOYU filed a complaint for specific performance and damages. RCBC, one of GOYU's creditors, also
filed with MICO its formal claim over the proceeds of the insurance policies, but said claims were also
denied for the same reasons that AGCO denied GOYU's claims.
> However, because the endorsements do not bear the signature of any officer of GOYU, the trial court,
as well as the Court of Appeals, concluded that the endorsements are defective and held that RCBC has
no right over the insurance proceeds.

Issue:
Whether or not RCBC has a right over the insurance proceeds.

Held:
RCBC has a right over the insurance proceeds.
It is settled that a mortgagor and a mortgagee have separate and distinct insurable interests in the same
mortgaged property, such that each one of them may insure the same property for his own sole benefit.
There is no question that GOYU could insure the mortgaged property for its own exclusive benefit. In the
present case, although it appears that GOYU obtained the subject insurance policies naming itself as the
sole payee, the intentions of the parties as shown by their contemporaneous acts, must be given due
consideration in order to better serve the interest of justice and equity.
It is to be noted that 9 endorsement documents were prepared by Alchester in favor of RCBC. The Court
is in a quandary how Alchester could arrive at the idea of endorsing any specific insurance policy in favor
of any particular beneficiary or payee other than the insured had not such named payee or beneficiary
been specifically disclosed by the insured itself. It is also significant that GOYU voluntarily and purposely
took the insurance policies from MICO, a sister company of RCBC, and not just from any other insurance
company. Alchester would not have found out that the subject pieces of property were mortgaged to
RCBC had not such information been voluntarily disclosed by GOYU itself. Had it not been for GOYU,
Alchester would not have known of GOYU's intention of obtaining insurance coverage in compliance with
its undertaking in the mortgage contracts with RCBC, and verify, Alchester would not have endorsed the
policies to RCBC had it not been so directed by GOYU.
On equitable principles, particularly on the ground of estoppel, the Court is constrained to rule in favor
of mortgagor RCBC. RCBC, in good faith, relied upon the endorsement documents sent to it as this was
only pursuant to the stipulation in the mortgage contracts. We find such reliance to be justified under
the circumstances of the case. GOYU failed to seasonably repudiate the authority of the person or
persons who prepared such endorsements. Over and above this, GOYU continued, in the meantime, to
enjoy the benefits of the credit facilities extended to it by RCBC. After the occurrence of the loss insured
against, it was too late for GOYU to disown the endorsements for any imagined or contrived lack of
authority of Alchester to prepare and issue said endorsements. If there had not been actually an implied
ratification of said endorsements by virtue of GOYU's inaction in this case, GOYU is at the very least
estopped from assailing their operative effects.
To permit GOYU to capitalize on its non-confirmation of these endorsements while it continued to enjoy
the benefits of the credit facilities of RCBC which believed in good faith that there was due endorsement
pursuant to their mortgage contracts, is to countenance grave contravention of public policy, fair dealing,
good faith, and justice. Such an unjust situation, the Court cannot sanction. Under the peculiar
circumstances obtaining in this case, the Court is bound to recognize RCBC's right to the proceeds of the
insurance policies if not for the actual endorsement of the policies, at least on the basis of the equitable
principle of estoppel.
GOYU cannot seek relief under Section 53 of the Insurance Code which provides that the proceeds of
insurance shall exclusively apply to the interest of the person in whose name or for whose benefit it is
made. The peculiarity of the circumstances obtaining in the instant case presents a justification to take
exception to the strict application of said provision, it having been sufficiently established that it was the
intention of the parties to designate RCBC as the party for whose benefit the insurance policies were
taken out. Consider thus the following:
1. It is undisputed that the insured pieces of property were the subject of mortgage contracts entered
into between RCBC and GOYU in consideration of and for securing GOYU's credit facilities from RCBC.
The mortgage contracts contained common provisions whereby GOYU, as mortgagor, undertook to have
the mortgaged property properly covered against any loss by an insurance company acceptable to RCBC.
2. GOYU voluntarily procured insurance policies to cover the mortgaged property from MICO, no less
than a sister company of RCBC and definitely an acceptable insurance company to RCBC.
3. Endorsement documents were prepared by MICO's underwriter, Alchester Insurance Agency, Inc.,
and copies thereof were sent to GOYU, MICO and RCBC. GOYU did not assail, until of late, the validity of
said endorsements.
4. GOYU continued until the occurrence of the fire, to enjoy the benefits of the credit facilities
extended by RCBC which was conditioned upon the endorsement of the insurance policies to be taken
by GOYU to cover the mortgaged properties.
This Court can not over stress the fact that upon receiving its copies of the endorsement documents
prepared by Alchester, GOYU, despite the absence written conformity thereto, obviously considered said
endorsement to be sufficient compliance with its obligation under the mortgage contracts since RCBC
accordingly continued to extend the benefits of its credit facilities and GOYU continued to benefit
therefrom. Just as plain too is the intention of the parties to constitute RCBC as the beneficiary of the
various insurance policies obtained by GOYU. The intention of the parties will have to be given full force
and effect in this particular case. The insurance proceeds may, therefore, be exclusively applied to RCBC,
which under the factual circumstances of the case, is truly the person or entity for whose benefit the
policies were clearly intended.

Rural Bank of Caloocan vs CAGR no. L-32116 April 21, 198

1FACTS: Maxima Castro, accompanied by Severino Valencia, went to Rural Bank of Caloocan toapplyfor
industrial loan. The loan was secured by a real estate mortgage on Castors house,after that, thebank
approved the loan of P3000. Valencia obtained from the bank an equalamount of loan affixingCastros
signature as co-maker without its knowledge. The sheriff then sent a notice announcing theproperty
would be sold at public auction tosatisfy the obligation. Upon request, the auction sale whichwas
scheduled for March 10, 1961was postponed for April 10, 1961. But April 10 was subsequentlydeclared a
special holiday sothe sheriff sold the property on public auction on April 11, 1961 which wasthe next
succeedingbusiness day following the special holiday.Castro prayed for the annulment of salealleging
that there was fraud on the part of Valencias who induced her to sign as co-maker of apromissory note
since she is a 70-year oldwidow who cannot read and write and it was only when shereceive the notice
of sheriff, shelearned that the encumbrance on her property was P6000 and not for P3000.
ISSUE:Whether or not the public auction sale was null and void for transferring the date already setbylaw

.RULING: The sale is null and void for not having in accordance with Act 3135 which states thatthat
anotice shall be given by posting notices of sale for not less than 20 days in at least 3public places andif
the property is worth more than P400 such notice shall also be published for in a newspaper of general
circulation in the municipality or city once a week for 3 consecutiveweeks.The pretermission of a holiday
applies only where the day, or the last day for doing anyact required or permitted by law fallson a
holiday or when the last day of a given period for doing an act falls on holiday. It does not apply toa day
fixed by an office or officer of thegovernment for an act to be done.Since April 10, 1961 was notthe day
or the last day set by law for the extrajudicialforeclosure sale, nor the last day of a givenperiod but a date
fixed by deputy sheriff, the salecannot be legally made on the next succeedingbusiness day without the
noticef the sale inaccordance with Act no. 3135

G.R. No. 87047 October 31, 1990


FRANCISCO LAO LIM
vs.
COURT OF APPEALS and BENITO VILLAVICENCIO DY, respondents.

FACTS:

First Ejectment Case:

Private respondent entered into a contract of lease with petitioner for a period of three (3)
years, that is, from 1976 to 1979. After the stipulated term expired, private respondent
refused to vacate the premises, hence, petitioner filed an ejectment suit against the Lao Lim.
The case was terminated by a judicially approved compromise agreement of the parties
providing in part: That the term of the lease shall be renewed every three years
retroacting from October 1979 to October 1982; after which the above-named rental
shall be raised automatically by 20% every three years for as long as defendant needed
the premises and can meet and pay the said increases, the defendant to give notice of
his intent to renew sixty (60) days before the expiration of the term;

By reason of said compromise agreement the lease continued from 1979 to 1982, then from
1982 to 1985. On April 17, 1985, Dy advised Lao Lim that he would no longer renew the
contract effective October, 1985. 3However, on August 5, 1985, private Lao Lim informed
petitioner in writing of his intention to renew the contract of lease for another term,
commencing November, 1985 to October, 1988. In reply to said letter, Dy advised private
respondent that he did not agree to a renewal of the lease contract upon its expiration in
October, 1985. 5

Second Ejectment Case:

On January 15, 1986, because of private Lao Lims refusal to vacate the premises, Dy filed
another ejectment suit, this time with the Metropolitan Trial Court of Manila in Civil Case
No. 114659-CV. In its decision of September 24, 1987, said court dismissed the complaint on
the grounds that (1) the lease contract has not expired, being a continuous one the period
whereof depended upon the lessee's need for the premises and his ability to pay the rents;
and (2) the compromise agreement entered into in the aforesaid Civil Case No. 051063-CV
constitutes res judicata to the case before it.

Dy appealed to the Regional Trial Court of Manila which, in its decision of January 28, 1988
in Civil Case No. 87-42719, affirmed the decision of the lower court.

ISSUE:

Was the stipulation in the compromise agreement which allows the lessee to stay on the premises
as long as he needs it and can pay rents is valid?

HELD:

No, since the stipulation for as long as the defendant needed the premises and can meet and pay
said increases is a purely potestative condition because it leaves the effectivity and enjoyment
of leasehold rights to the sole and exclusive will of the lessee.

The continuance, effectivity, and fulfillment of a contract of lease cannot be made to depend
exclusively upon the free and uncontrolled choice of the lessee between continuing payment of
the rentals or not, completely depriving the owner of any say in the matter. Mutuality does not
obtain in such a contract of lease and no equality exists between the lessor and the lessee.

The decision of the Court of Appeals is REVERSED AND SET ASIDE. Benito Dy is ordered to
immediately vacate and return the possession of the premises and pay the monthly rentals due
thereon in accordance with the compromise agreement until he shall have actually vacated the
same. This Judgment is immediately executory.

DOCTRINE:

Potestative Condition- This can be found in Art 1182 of the NCC. A potestative condition
speaks of fulfillment of an obligation rests solely upon the will of the debtor. An obligation
which is subject to a suspensive potestative condition is non- demandable, hence it is void. If it
is the debtor himself who determines the fulfillment of the condition, such an agreement
produces no juridical effect that can be enforced, and thus null

Philippine Savings Bank vs Lantin

Duplex-apartment house on a lot in Sampaloc, Manila owned by Filomeno and Socorro Tabligan
duplex built by Candido Ramos, a duly licensed architect and a building contractor for 32, 927
spouses paid 7,139 only- hence the architect used his own money to finish the construction of
the duplex-apartment -25,788.50
in dec 1966 and feb 1967 spouses Tabligan obtained from Philippine Savings bank 3 loans in
the total amount of 35,000 to complete the construction of the duplex apartment
to secure the payment of the loans, the spouses executed 3 PNs and 3 Deeds of REM over the
property subject
all REM were registered with ROD Manila
o TCTs were free from all liens and encumbrances at that time
spouses later failed to pay their monthly amortizations so BANK FORECLOSED ON THE
MORTGAGED AND WAS THE HIGHEST BIDDER AT THE PUBLIC AUCTION
Lantin also filed an action against spouses to collect on unpaid cost of the construction and
later succeeded in OBTAINING A WRIT OF PREL ATTACHMENT over the property- later adverse
claim annotated at the back of the TCT
o Trial court ruling: in favor of Architect but writ of exec unsatisfied
Architect wrote letter to PSB FOR THE DELIVERY TO HIM OF HIS PRO-RATA SHARE OVER THE
PROPERTY
PSB REFUSED TO PAY

WON ARCHITECT IS ENTITLED TO CLAIM A PRO-RATA SHARE IN THE VALUE OF THE PROPERTY IN
QUESTION

Bank: De Barretto vs Villanueva- not the proceedings contemplated- there must be an


insolvency proceeding or other liquidation proceeding; architect's lien did not acquire the
character of a statutory lien equal to PSB's registered mortgage
Ramos: proceedings in trial court can qualify as a general liquidation of the estate of the
spouses Tabligan because the only existing property of spouses is the duplex apt

Held:
The proceedings in the court below do not partake of the nature of the insolvency proceedings
or settlement of a decedent's estate. the action filed by Ramos was only to COLLECT THE
UNPAID COST of the construction of the duplex apt
insolvency proceedings and settlement of a decedent's estate are both proceedings in rem which
are binding against the whole world regardless of WON persons having interest were notified or
not- they are equally bound
although lower court found that there were no known creditors other than the plaintiff and
defendant herein
o it will not bar other creditors in the event they show up and present their claims against
PSB claiming that they also have preferred liens against the property involved
TCT issued in favor of bank is supposed to be indefeasible
it wouldnt hurt if annotated
o as far as bank knew, it financed the entire construction
"equivalent general liquidation"- purchaser in good faith and for value takes the registered land
free from liens and encumbrances other thant the statutory liens and those recorded in the TCT

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