Philippine Supreme Court Resolutions > Year 2010 > November 2010 Resolutions > [G.R. No. 192634 : November 22, 2010] TRANS-ASIA SECURITIES, INC. AND EUGENE ONG V. METROPOLITAN BANK AND TRUST COMPANY :

Please take notice that the Court, Second Division, issued a Resolution dated 22 November 2010 which reads as follows:

G.R. No. 192634 (Trans-Asia Securities, Inc. and Eugene Ong v. Metropolitan Bank and Trust Company).�This is a petition for review on certiorari under Rule 45 seeking to set aside the March 24, 2010 Decision^[1] and June 17, 2010 Resolution^[2] of the Court of Appeals (CA) which dismissed the petition and affirmed with modification the Decision of the Regional Trial Court, Branch 141, Makati City (RTC), the dispositive portion of which reads:

WHEREFORE, the appeal of defendant-appellant TRANS-ASIA is hereby DISMISSED for lack of merit, whereas the appeal of plaintiff-appellant METROBANK is GRANTED. The Decision of the RTC, Branch 141, Makati City, dated December 29, 2005, is AFFIRMED with MODIFICATION ordering defendants TRANS-ASIA SECURITIES, INC., EUGENE ONG, and MICHAEL SYIACO, to jointly and severally pay METROBANK the following:

1. the principal sum of P1,800,000.00 plus interest at the rate of 14.421% per annum, and penalty charge at the rate of 18% per annum based on any unpaid principal from December 5, 1997 until fully paid;
   
   
2. attorney's fees equivalent to 10% of the total amount due
   
   
3. litigation expenses and costs.
   

SO ORDERED.

On October 18, 2010, while the above-entitled case was pending before this Court, the petitioners' and the respondent filed a Joint Motion to Resolve the Petition for Review based on a Compromise Agreement which reads:

COMPROMISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This instrument made and entered into this 14^[th] day of October, 2010 at Makati City, by and between:

METROPOLITAN BANK & TRUST COMPANY, a universal banking corporation duly organized and existing under the laws of the Philippine[s] with office address at Metrobank Plaza, Sen. Gil J. Puyat Avenue, Makati City, hereinafter referred to as the "Metrobank";

-and-

TRANS-ASIA SECURITIES, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with principal office at 601 State Center Building, 333 Juan Luna Street, Binondo, Manila, hereinafter referred to as the "Trans-Asia," and EUGENE ONG, Filipino citizen, of legal age, with residence and postal address at No. 404 Clavel Street, San Nicolas, Manila, hereinafter referred to as the "Mr. Ong";

WITNESSETH: That -

WHEREAS, Trans-Asia obtained a loan from Metrobank in the principal amount of P1,800,000.00 secured by the Continuing Suretyship Agreement of Mr. Ong and Sps. Michael Syiaco and Fe Asuncion Sy (hereinafter referred to collectively as the "Sureties");

WHEREAS, for failure of Trans-Asia and the Sureties to pay the loan at maturity despite demands, Metrobank on September 22, 1998 filed a Complaint for Sum of Money against Trans-Asia and the sureties before the Regional Trial Court of Makati City, Branch 141, docketed as Civil Case No. 98-2277.

WHEREAS, after trial on the merits, the lower court rendered a decision ordering Trans-Asia to pay Metrobank the sum of P1,800,000.00 plus stipulated interest of 14.421% per annum effective December 5, 1997 until fully paid and the costs. The lower court, however, dismissed the complaint as against the Sureties.

WHEREAS, Trans-Asia appealed to the Court of Appeals the Decision of the trial court, which appeal was docketed as CA-G.R. C.V No. 86798, raising the following assignment of errors:

(i) The trial court erred in holding appellant Trans-Asia liable to Metrobank in the amount of P1,800,000.00 plus interest and costs; and

(ii) The trial court erred in not holding Metrobank liable to appellant Trans-Asia for moral damages, exemplary damages, attorney's fees and litigation expenses.

WHEREAS; Metrobank likewise interposed a separate appeal from the judgment of the trial court raising the following assignment of errors:

(i) The court a quo erred in absolving the Sureties, Eugene Ong, and the Spouses, from liability under the Continuing Surety Agreement dated January 31, 1997.

(ii) The court a quo erred in not ordering the payment of 18% penalty and 10% attorney's fee as stipulated under the subject promissory note and as prayed for in the Complaint.

WHEREAS, on March 24, 2010, the Court of Appeals dismissed the appeal of Trans-Asia and granted Metrobank's appeal (the "CA Decision"), the dispositive portion of which, reads as follows:

"WHEREFORE, the appeal of defendant-appellant TRANS-ASIA is hereby DISMISSED for lack of merit, whereas the appeal of plaintiff-appellant METROBANK is GRANTED. The Decision of the RTC, Branch 141, Makati City, dated December 29, 2005, is AFFIRMED with MODIFICATION ordering defendants TRANS-ASIA SECURITIES, INC., EUGENE ONG, and MICHAEL SYIACO, to jointly and severally pay METROBANK the following:

1. the principal sum of P1,800,000.00 plus interest at the rate of 14.421% per annum, and penalty charge at the rate of 18% per annum based on any unpaid principal from December 5, 1997 until fully paid;
   
   
2. attorney's fees equivalent to 10% of the total amount due[;]
   
   
3. litigation expenses and costs."
   

WHEREAS, Trans-Asia and Mr. Ong questioned the CA Decision before the Supreme Court on a Petition for Review on Certiorari under Rule 45 of the Rules of Court docketed as G.R. No. 192634 ("Petition for Review").

Metrobank in compliance with the Resolution of the Supreme Court dated July 28, 2010, filed its Comment on September 9, 2010. The said Petition for Review is pending resolution by the Supreme Court.

WHEREAS, Metrobank and Trans-Asia and Mr. Ong desire to put an end to this litigation and to settle their differences once and for all by entering into this Compromise Agreement, under and subject to the terms and conditions hereinafter setforth.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties agree as follows:

1. Metrobank hereby accepts the settlement of the outstanding obligation of Trans-Asia and the Sureties in the compromised amount of TWO MILLION ONE HUNDRED THOUSAND PESOS (P2,100,000.00) (the "Settlement Amount"), payable in the manner hereinafter set forth, as full and complete settlement of Metrobank's claim under the Decision of the trial court dated December 29, 2005 as amended and modified by the CA Decision subject of the Petition for Review pending before the Supreme Court.
   
   
2. The Settlement Amount shall be paid jointly and severally by Trans-Asia and Mr. Ong, in accordance with following schedule:
   
   

   (2.1)	The amount of P600,000.00 upon the execution of this Compromise Agreement; and
   (2.2)	The balance of P1,500,000.00 in six (6) equal monthly amortization of P250,000.00 which shall be due and payable without need of notice or demand, on each of the following dates: (a) October 28, 2010; (b) November 29, 2010; (c) December 28, 2010; (d) January 28, 2011; (e) February 28, 2011; and March 28, 2011.

   
   
3. Upon full payment of the Settlement Amount in accordance with the above schedule and manner of payment, Metrobank shall file with the Regional Trial Court the appropriate manifestation on the full and complete satisfaction of judgment in the subject case.
   
   
4. However, in the event Trans-Asia and Mr. Ong should default in the payment of any of the amortizations as and when they become due, or otherwise fail to strictly comply with any of the terms and conditions herein set forth, Metrobank shall move for the immediate execution of the judgment based on this Compromise Agreement for the satisfaction of the outstanding balance of the Settlement Amount.
   
   
5. The parties agree and undertake to file the necessary Joint Motion for the resolution of the Petition for Review pending before the Supreme Court on the basis of this Compromise Agreement.
   

IN WITNESS WHEREOF, the parties hereto have signed this Compromise Agreement on the date and place first above written.

	TRANS-ASIA SECURITIES, INC.		METROPOLITAN BANK & TRUST COMPANY
	Petitioner		Respondent
By:		By:
	(SGD) EUGENE ONG		(SGD) CYNTHIA G. RUIZ
	President		Vice-president
	(SGD) EUGENE ONG
	Petitioner[3]

WHEREFORE, finding the above-quoted Compromise Agreement to be in order and not contrary to law, public morals or public policy, the same is approved and judgment is hereby rendered in accordance therewith.

The parties are enjoined to comply strictly and in good faith with the terms, conditions and stipulations thereof.

Endnotes:

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^[1] Rollo, pp. 27-41. Penned by Justice Ramon M. Bato, Jr. and concurred in by Justices Rosmari D. Carandang and Florito S. Macalino.

^[2] Id. at 43-44.

^[3] Id. at 306-310.