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FIRST DIVISION

G.R. No. 123569 April 1, 1996

FAR EAST BANK & TRUST COMPANY, Petitioner, v. COURT OF APPEALS, HON. REGINO T. VERIDIANO, II and VITALIANO NANAGAS, II, Respondents.

HERMOSISIMA, JR., J.:

Pacific Banking Corporation (PBC) was placed under receivership by the Central Bank under Monetary Board Resolution No. 699 dated July 5, 1985, and thereafter placed under liquidation. Banks were invited to submit proposals for the purchase of PBC's assets. On November 14, 1985, petitioner Far East Bank and Trust Company (FEBTC) submitted its formal offer to purchase all the assets of PBC. Subsequently, a Memorandum of Agreement (MOA) was entered into by and among the petitioner as buyer, PBC through its liquidator as seller, and the Central Bank (CB).

On December 18, 1986, the Regional Trial Court, Branch 31 of Manila where the liquidation proceeding was pending, approved the Purchase Agreement executed by and among the same parties pursuant to the Memorandum of Agreement (MOA) earlier entered into by them. Alleging compliance with its obligations under the MOA and the Purchase Agreement, petitioner then requested PBC's liquidator to execute the proper deeds of sale involving PBC's fixed assets located in the following branches, to wit:

1. Soler (Arranque)
2. Bacolod City
3. Cabanatuan City
4. Laoag
5. San Pablo City
6. Cebu-Manalili
7. Davao-Sta. Ana
8. San Fernando, La Union
9. Legaspi City
10. Iloilo City - Central Market
11. Units in Pacific Bank Condominium Bldg., Ayala Avenue, Makati City

PBC's liquidator consistently refused to execute said deeds of sale and proceeded to offer for bidding to third parties the subject fixed assets.

On July 5, 1993 FEBTC filed with the trial court a motion to direct PBC's liquidator to execute the deeds of sale with application for issuance of preliminary injunction and/or temporary restraining order to prevent the liquidator from further offering to sell to third parties the subject fixed assets.

The RTC initially issued a temporary restraining order directing PBC's liquidator to desist from proceeding with the bidding. After hearing, the trial court nevertheless denied the application of the petitioner for a writ of preliminary injunction. Aggrieved, petitioner went to the respondent Court of Appeals.

On October 23, 1995, the respondent Court of Appeals rendered its decision likewise denying petitioner's application for injunction.

Hence, the instant Petition for Review under Rule 45 praying that the decision of the Court of Appeals be set aside and a temporary restraining order and/or preliminary injunction be issued against the respondent liquidator to prohibit him from disposing of the subject fixed assets to other buyers.

The main issue we need to resolve here is whether or not petitioner is entitled to the injunctive relief prayed for.

We rule in the negative.

Petitioner submits that having met all the conditions and performed all its obligations under the Memorandum of Agreement as well as the Purchase Agreement, it follows, as a matter of course, that petitioner has obtained a clear right over the subject fixed assets, which right is being jeopardized by the stubborn refusal of the respondent liquidator to execute the deeds of sale covering these fixed assets.

On the other hand, respondent liquidator maintains that, contrary to petitioner's claim, the petitioner herein has not acquired ownership over the subject fixed assets because the same were submitted as collaterals with the Central Bank, and pursuant to Section 1(a) of the Memorandum of Agreement, these properties are excluded from among the assets that can be purchased by the petitioner. Said section provides:

Sec. 1 Purchase Agreement

a. Within ninety (90) calendar days from the date of the execution of this Memorandum of Agreement, subject to such extension of time as shall be mutually agreed upon by the parties, the BUYER shall purchase all the assets of the SELLER as shall be defined and specifically described in the corresponding Purchase Agreement to be executed by the parties, inclusive of the SELLER's authority to operate its forty-three (43) banking offices/branches, but exclusive of the following items:

xxx xxx xxx

vii. Assets submitted as collaterals
with the Central Bank; and

The issue whether or not injunction in favor of the petitioner should issue hinges on the important question: Whether the disputed fixed assets were collateralized with the Central Bank? Apparently however, this is a sole issue of fact. The rule is settled that pure questions of fact may not be the proper subject of an appeal by certiorari under Rule 45 of the Revised Rules of Court. This mode of appeal is generally limited only to questions of law which must be distinctly set forth in the petition. ¹ The Supreme Court is not a trier of facts. The resolution of factual issues is the function of lower courts, whose findings on these matters are received with respect and are in fact binding on the Supreme Court subject only to certain exceptions ² none of which are present in the instant petition.

In this case, the trial court, as affirmed by the respondent Court of Appeals, found that the subject fixed assets were indeed submitted as collaterals with the Central Bank, and therefore were among the items not covered by the Purchase Agreement signed by the parties pursuant to the Memorandum of Agreement. Hence, the inescapable conclusion is the petitioner never acquired ownership over these properties. The trial court observed, viz:

A cursory perusal of the MOA will indicate that the PBC fixed assets were expressly excluded from (sic) the PBC for purchase of the FEBTC as they are collateralized assets with the Central Bank.

xxx xxx xxx

. . . [t]he latter [FEBTC] could not have ignored the fact that PBC fixed assets were collateralized with the Central Bank notwithstanding the allegations that document to that effect were not shown by the Central
Bank. . . . ³

We are not about to set aside this factual finding of the trial court. Time and again we have upheld the rule that findings of fact of the trial court should not be disturbed on appeal unless the trial court has ignored or overlooked certain facts or circumstances of weight and significance which, if considered, would alter the result of the case, for trial judges are in the best position of weighing conflicting declarations of witnesses in the light of the court's opportunity to observe and examine the witnesses' conduct and attitude at the trial and in the witness chair. ⁴

Section 3, Rule 58 of the Rules of Court on Preliminary Injunction provides:

Sec. 3 Grounds for issuance of preliminary injunction. A preliminary injunction may be granted at any time after the commencement of the action and before judgment, when it is established:

(a) That the plaintiff is entitled to the relief demanded, and the whole or part of such relief consists in restraining the commission or continuance of the acts complained of, or in the performance of an act or acts, either for a limited period or perpetually;

(b) That the commission or continuance of some act complained of during the litigation or the non-performance thereof would probably work injustice to the plaintiff; or

(c) That the defendant is doing, threatens, or is about to do, or is procuring or suffering to be done, some act probably in violation of the plaintiff's rights respecting the subject of the action, and tending to render the judgment ineffectual.

We find that the instant petition does not satisfy any of the grounds abovementioned.

WHEREFORE, the petition is DENIED and the Decision of the Court of Appeals dated October 23, 1995 is hereby AFFIRMED.

No cost.

SO ORDERED.

Padilla, Bellosillo, Vitug and Kapunan, JJ., concur.

1 Sec. 2, Rule 45 of the Revised Rules of Court.

2 Herrera, Oscar M., Remedial Law, Volume II, 1994 ed., p. 387 citing FNCB Finance v. Estavillo, 192 SCRA 514 [1990]; Universal Motors v. Court of Appeals, 205 SCRA 448 [1992].

3 Rollo, pp. 112-113.

4 People v. Jimenez, 235 SCRA 322 [1994] citing People v. Arenas, 198 SCRA 172 [1991]; People v. Bolasa, 209 SCRA 416 [1992].