HECHANOVA vs ADIL MANILA BANKING vs TEODORO
(G.R. No. L-49940, September 25, 1986)
GEMMA R. HECHANOVA, accompanied by her
husband, NICANOR HECHANOVA, JR., and
PRESCILLA R. MASA, accompanied by her husband,
FRANCISCO MASA, petitioners, vs. HON. MIDPANTAO
L. ADIL, Presiding Judge, Branch II, Court of First
Instance of Iloilo, THE PROVINCIAL SHERIFF OF
ILOILO, and PIO SERVANDO, respondents.
FACTS:
Pio Servando sought to annul the sale made by Jose
Servando of three parcels of land which according to him
were mortgaged in his favor. Alternatively, if the sale is
not annulled, to order the defendant Jose Servando to pay
the amount of P20,000.00, plus interests, and to order
defendants to pay damages. Attached to the complaint
was a copy of the private document evidencing the
alleged mortgage (Annex A), which is quoted hereunder:
August 20, 1970
This is to certify that I, Jose Yusay Servando, the
sole owner of three parcel of land under Tax
Declaration No. 28905, 44123 and 31591 at Lot
No. 1, 1863- Portion of 1863 & 1860 situated at
Sto. Nino St., Arevalo, Compania St. & Compania
St., Interior Molo, respectively, have this date
mortgaged the said property to my cousin Pio
Servando, in the amount of TWENTY
THOUSAND PESOS (P20,000.00), redeemable
for a period not exceeding ten (10) years, the
mortgage amount bearing an interest of 10% per
annum.
I further certify that in case I fail to redeem the
said properties within the period stated above, my
cousin Pio Servando, shall become the sole
owner thereof.
ISSUE: WON the sale can be annulled by reason that a
mortgages has been constituted on the subject
properties. NO
HELD:
Plaintiff has no standing to question the validity of the
deed of sale executed by the deceased defendant Jose
Servando in favor of his co-defendants Hechanova and
Masa. No valid mortgage has been constituted plaintiff's
favor, the alleged deed of mortgage being a mere private
document and not registered; moreover, it contains a
stipulation (pacto comisorio) which is null and void under
Article 2088 of the Civil Code. Even assuming that the
property was validly mortgaged to the plaintiff, his
recourse was to foreclose the mortgage, not to seek
annulment of the sale.
(169 SCRA 95, G.R. No. L-53955, January 13, 1989)
THE MANILA BANKING CORPORATION vs.
ANASTACIO TEODORO, JR. and GRACE ANNA
TEODORO
FACTS:
On April 25, 1966, Anastacio Jr. & Grace Anna, together
with Anastacio Teodoro, Sr., jointly and severally,
executed in favor of Manila Banking Copr. (MB) a
Promissory Note (No. 11487) for the sum of P10,420.00
payable in 120 days, or on August 25, 1966, at 12%
interest per annum. Teodoros failed to pay the said
amount inspire of repeated demands and the obligation
as of September 30, 1969 stood at P 15,137.11 including
accrued interest and service charge.
On May 3, 1966 and June 20, 1966, Anastacio Sr.
(Father) and Anastacio, Jr. (Son) executed in favor of MB
two Promissory Notes (Nos. 11515 and 11699) for
P8,000.00 an P1,000.00 respectively, payable in 120
days at 12% interest per annum. They made a partial
payment on the May 3, 1966 promissory Note but none
on the June 20, 1966 Promissory Note, leaving still an
unpaid balance of P8,934.74 as of September 30, 1969
including accrued interest and service charge.
The three Promissory Notes stipulated that any interest
due if not paid at the end of every month shall be added
to the total amount then due, the whole amount to bear
interest at the rate of 12% per annum until fully paid. It
appears that on January 24, 1964, the Son executed in
favor of plaintiff a Deed of Assignment of Receivables
from the Emergency Employment Administration in the
sum of P44,635.00. The Deed of Assignment provided
that it was for and in consideration of certain credits,
loans, overdrafts and other credit accommodations
extended to Teodoros as security for the payment of said
sum and the interest thereon, and that they do hereby
remise, release and quitclaim all its rights, title, and
interest in and to the accounts receivables.
In their stipulations of Fact, it is admitted by the parties
that MB extended loans to Teodoros on the basis and by
reason of certain contracts entered into by the defunct
Emergency Employment Administration (EEA) with
Teodoros for the fabrication of fishing boats, and that the
Philippine Fisheries Commission succeeded the EEA
after its abolition; that non-payment of the notes was due
to the failure of the Commission to pay Teodoros after the
latter had complied with their contractual obligations.
For failure of Teodoros to pay the sums due on the
Promissory Note, this action was instituted on November
13, 1969, originally against the Father, Son, and the
latter's wife. The Father died. The action, then is against
Son and his wife for the collection of the sum of P
15,037.11 on Promissory Note No. 14487; and against
Son for the recovery of P 8,394.7.4 on Promissory Notes
Nos. 11515 and 11699, plus interest on both amounts at
12% per annum from September 30, 1969 until fully paid,
and 10% of the amounts due as attorney's fees.
ISSUE 1: WON the assignment of receivables has the
effect of payment of all the loans contracted by appellants
from appellee bank. NO
HELD 1: Assignment of credit is an agreement by virtue
of which the owner of a credit, known as the assignor, by
a legal cause, such as sale, dation in payment, exchange
or donation, and without the need of the consent of the
debtor, transfers his credit and its accessory rights to
another, known as the assignee, who acquires the power
to enforce it to the same extent as the assignor could have
enforced it against the debtor. ... It may be in the form of
a sale, but at times it may constitute a dation in payment,
such as when a debtor, in order to obtain a release from
his debt, assigns to his creditor a credit he has against a
third person, or it may constitute a donation as when it is
by gratuitous title; or it may even be merely by way of
guaranty, as when the creditor gives as a collateral, to
secure his own debt in favor of the assignee, without
transmitting ownership. The character that it may assume
determines its requisites and effects. Its regulation, and
the capacity of the parties to execute it; and in every case,
the obligations between assignor and assignee will
depend upon the judicial relation which is the basis of the
assignment.
It is evident that the assignment of receivables executed
by appellants on January 24, 1964 did not transfer the
ownership of the receivables to appellee bank and
release appellants from their loans with the bank incurred
under promissory notes Nos. 11487,11515 and 11699.
The Deed of Assignment provided that it was for and in
consideration of certain credits, loans, overdrafts, and
their credit accommodations in the sum of P10,000.00
extended to appellants by appellee bank, and as security
for the payment of said sum and the interest thereon; that
appellants as assignors, remise, release, and quitclaim to
assignee bank all their rights, title and interest in and to
the accounts receivable assigned (lst paragraph). It was
further stipulated that the assignment will also stand as a
continuing guaranty for future loans of appellants to
appellee bank and correspondingly the assignment shall
also extend to all the accounts receivable; appellants shall
also obtain in the future, until the consideration on the
loans secured by appellants from appellee bank shall
have been fully paid by them (No. 9).
The position of Teodoros, however, is that the deed of
assignment is a quitclaim in consideration of their
indebtedness to appellee bank, not mere guaranty, in
view of the provisions of the deed of assignment.
The character of the transactions between the parties is
not, however, determined by the language used in the
document but by their intention.
The characters of the transaction between the parties is
to be determined by their intention, regardless of what
language was used or what the form of the transfer was.
If it was intended to secure the payment of money, it must
be construed as a pledge. However, even though a
transfer, if regarded by itself, appellate to have been
absolute, its object and character might still be qualified
and explained by a contemporaneous writing declaring it
to have been a deposit of the property as collateral
security. It has been Id that a transfer of property by the
debtor to a creditor, even if sufficient on its farm to make
an absolute conveyance, should be treated as a pledge if
the debt continues in existence and is not discharged by
the transfer, and that accordingly, the use of the terms
ordinarily exporting conveyance, of absolute ownership
will not be given that effect in such a transaction if they
are also commonly used in pledges and mortgages and
therefore do not unqualifiedly indicate a transfer of
absolute ownership, in the absence of clear and
ambiguous language or other circumstances excluding an
intent to pledge. (Lopez v. Court of Appeals, 114 SCRA
671 [1982]).
Definitely, the assignment of the receivables did not result
from a sale transaction. It cannot be said to have been
constituted by virtue of a dation in payment for appellants'
loans with the bank evidenced by promissory note Nos.
11487, 11515 and 11699 which are the subject of the suit
for collection in Civil Case No. 78178. At the time the deed
of assignment was executed, said loans were non-
existent yet. The deed of assignment was executed on
January 24, 1964 (Exh. "G"), while promissory note No.
11487 is dated April 25, 1966 (Exh. 'A), promissory note
11515, dated May 3, 1966 (Exh. 'B'), promissory note
11699, on June 20, 1966 (Exh. "C"). At most, it was a
dation in payment for P10,000.00, the amount of credit
from appellee bank indicated in the deed of assignment.
At the time the assignment was executed, there was no
obligation to be extinguished except the amount of
P10,000.00. Moreover, in order that an obligation may be
extinguished by another which substitutes the same, it is
imperative that it be so declared in unequivocal terms, or
that the old and the new obligations be on every point
incompatible with each other (Article 1292, New Civil
Code).
Obviously, the deed of assignment was intended as
collateral security for the bank loans of appellants, as a
continuing guaranty for whatever sums would be owing by
defendants to plaintiff, as stated in stipulation No. 9 of the
deed.
In case of doubt as to whether a transaction is a pledge
or a dation in payment, the presumption is in favor of
pledge, the latter being the lesser transmission of rights
and interests (Lopez v. Court of Appeals, supra).
ISSUE 2: WON Manila Banking must first exhaust all legal
remedies against the Philippine Fisheries Commission
before it can proceed against appellants for collections of
loan under the promissory notes which are plaintiffs bases
in the action for collection in Civil Case No. 78178. NO.
HELD 2: The obligation of Teodoros under the promissory
notes not having been released by the assignment of
receivables, appellants remain as the principal debtors of
MB rather than mere guarantors. The deed of assignment
merely guarantees said obligations. That the guarantor
cannot be compelled to pay the creditor unless the latter
has exhausted all the property of the debtor, and has
resorted to all the legal remedies against the debtor,
under Article 2058 of the New Civil Code does not
therefore apply to them. It is of course of the essence of
a contract of pledge or mortgage that when the principal
obligation becomes due, the things in which the pledge or
mortgage consists may be alienated for the payment to
the creditor (Article 2087, New Civil Code). In the instant
case, Teodooros are both the principal debtors and the
pledgors or mortgagors. Resort to one is, therefore, resort
to the other.
MB did try to collect on the pledged receivables. As the
Emergency Employment Agency (EEA) which issued the
receivables had been abolished, the collection had to be
coursed through the Office of the President which
disapproved the same. The receivable became virtually
worthless leaving Teodoros' loans from MB unsecured. It
is but proper that after their repeated demands made on
appellants for the settlement of their obligations, appellee
bank should proceed against appellants. It would be an
exercise in futility to proceed against a defunct office for
the collection of the receivables pledged.
ALCANTARA vs ALINEA et al
(G.R. No. 3227, March 22, 1907)
PEDRO ALCANTARA, plaintiff-appellee, vs.
AMBROSIO ALINEA, ET AL., defendants-appellants.
FACTS:
Alcantara filed a complaint in the Court of First Instance
of La Laguna, praying that judgment be rendered in his
behalf ordering the defendants to deliver to him the house
and lot claimed, and to pay him in addition thereto as rent
the sum of 8 pesos per month from February of that year,
and to pay the costs of the action.
Alcantara alleged in effect that on the 29th day of
February, 1904, the defendants, Ambrosio Alinea and
Eudosia Belarmino, borrowed from him the sum of 480
pesos, payable in January of said year 1905 under the
agreement that if, at the expiration of the said period, said
amount should not be paid it would be understood that the
house and lot, the house being constructed of strong
materials, owned by the said defendants and located in
the town of San Pablo on the street of the same name,
Province of La Laguna, be considered as absolutely sold
to the plaintiff for the said sum; that the superficial extent
and boundaries of said property are described in the
complaint; and that, notwithstanding that the time for the
payment of said sum has expired and no payment has
been made, the defendants refuse to deliver to plaintiff the
said property, openly violating that which they contracted
to do and depriving him to his loss of the rents which
plaintiff should receive, the same counting from February,
1905.
After having taken the evidence of both parties and
attaching the documents presented in evidence to the
record, the judge on November 27, 1905, rendered a
judgment ordering the defendants to deliver to the plaintiff
the house and lot, the object of this litigation, and to pay
the costs of the action, not making any finding upon the
question of loss or damages by reason of the absence of
proof on these points. The defendants duly took exception
to this decision, and asked for a new trial of the case on
the ground that the findings of the court below in its
decision were plainly contrary to law, which motion was
overruled and from which ruling defendants also
excepted.
ISSUE: WON the two contracts entered into between the
parties are void? NO
HELD:
The fact that the parties have agreed at the same time, in
such a manner that the fulfilment of the promise of sale
would depend upon the non-payment or return of the
amount loaned, has not produced any charge in the
nature and legal conditions of either contract, or any
essential defect which would tend to nullify the same.
If the promise of sale is not vitiated because, according to
the agreement between the parties thereto, the price of
the same is to be the amount loaned and not repaid,
neither would the loan be null or illegal, for the reason that
the added agreement provides that in the event of failure
of payment the sale of property as agreed will take effect,
the consideration being the amount loaned and not paid.
The property, the sale of which was agreed to by the
debtors, does not appear mortgaged in favor of the
creditor, because in order to constitute a valid mortgage it
is indispensable that the instrument be registered in the
Register of Property, in accordance with article 1875 of
the Civil Code. In the case at bar, the transaction does not
constitute a mortgage, nor could it possibly be a
mortgage, for the reason of said document is not vested
with the character and conditions of a public instrument.
Also, the said property could not be pledged, not being
personal property, and notwithstanding the said double
contract the debtor continued in possession thereof and
the said property has never been occupied by the creditor.
Neither was there ever any contract of antichresis by
reason of the said contract of loan, inasmuch as the
creditor plaintiff has never been in possession thereof, nor
has he enjoyed the said property, nor for one moment
ever received its rents; therefore, there are no proper
terms in law, taking into consideration the terms of the
conditions contained in the aforesaid contract, whereby
this court can find that the contract was null, and under no
consideration whatever would it be just to apply to the
plaintiff articles 1859 and 1884 of the same code.
The contract (pactum commissorium), indicates the
existence of the contracts of mortgage or of pledge or that
of antichresis, none of which have coincided in the loan
indicated herein.

It is a principle in law, that the will of the contracting parties

is the law of contracts. It was agreed between plaintiff and
defendants herein that if defendants should not pay the
loan of 480 pesos in January1905, the property belonging
to the defendants and described in the contract should
remain sold for the aforesaid sum. The document of
contract has been recognized by the defendant Alinea
and by the witnesses who signed same with him, being
therefore an authentic and efficacious document, in
accordance with article 1225 of the Civil Code; and as the
amount loaned has not been paid and continues in
possession of the debtor, it is only just that the promise of
sale be carried into effect, and the necessary instrument
be executed by the vendees.

Therefore, by virtue of the reasons given above and

accepting the findings given in the judgment appealed
from, we affirm the said judgment herein, with the costs
against the appellants.

After expiration of twenty days from the date of the

notification of this decision let judgment be entered in
accordance herewith and ten days thereafter let the case
be remanded to the court from whence it came for proper
action.