G.R. No. 138598 - June 29, 2001
ASSET PRIVATIZATION TRUST, petitioner, v. SANDIGANBAYAN (5TH DIVISION) and ROSARIO M. B. OLIVARES, respondents.
Law and logic require that a contract be used as basis and foundation for the accurate determination of the extent and the amount of obligations arising therefrom. In the determination of these obligations, the Sandiganbayan - in the present case -- cannot override the valid and existing provisions embodied in the loan documents by supplanting them with extraneous matters, which the parties have not mutually agreed upon.
Before us is a Petition for Review on Certiorari under Rule 45 of the Rules of Court, seeking to nullify the January 25, 19941 and the May 6, 19992 Resolutions of the Sandiganbayan in Civil Case No. 0035. The earlier Resolution disposed as follows:
The latter Resolution denied petitioner's motion for reconsideration.
From September 15, 1976 to March 31, 1981, Philippine Journalists, Inc. (PJI) obtained various U.S. dollar-denominated loans and credit accommodation from the Development Bank of the Philippines (DBP). Several written agreements,3 embodying the manner of payment and other terms and conditions of the loans and credit accommodation, were accordingly entered into by PJI and DBP. The proceeds were purportedly used to purchase publishing equipment and machinery, including a Harris N-1650 web offset press and a high-speed saddle stitch binder. These very same pieces of equipment were used as collateral to secure the loans. In addition, 67 percent of the total capital stock of PJI was ceded to DBP, under certain conditions spelled out in deeds of assignment.4
From 1979 to February 1986, the PJI, under the control and management of its private shareholders, failed to regularly pay the monthly amortization on the loans granted by DBP.5
After President Corazon C. Aquino took over the reins of government in 1986, Administrative Order No. 14 was issued. Pursuant thereto, DBP transferred the delinquent PJI account in favor of the government through the Committee on Privatization (COP), which then turned it over in trust to the Asset Privatization Trust (APT), herein petitioner.
Subsequently, on February 19, 1987 and April 28, 1987, the Presidential Commission on Good Government (PCGG) sequestered all the shares of stock of PJI's private shareholders, on the ground that these shares allegedly constituted ill-gotten wealth of Benjamin "Kokoy" Romualdez.
Meantime, as part of its efforts to dispose of the many assets -- including the PJI account -- transferred to it, APT adopted a "Direct Debt Buy Out (DDBO)" settlement scheme. Pursuant thereto, APT Associate Trustee Jose C. Sison wrote the following letter6 to PJI:
As will be explained later, this letter was not acted upon by PJI. No DDBO settlement was reached by the parties. Neither was such scheme for PJI approved by the Committee on Privatization, as required by law.
Under the management of PCGG nominees, PJI made partial payments of its loans. As of October 31, 1992, the payments, which totaled P98,952,699.12, left a balance of P216,801,156.41 computed in accordance with the loan documents, detailed as follows:7
On or about March 23, 1992, Respondent Olivares, as stockholder of PJI, filed with the Sandiganbayan a Motion8 praying "that the PCGG-APT controlled management of PJI be now ordered to withdraw from the cash assets on time deposit the amount of P86,333,031.50 to pay in full the PJI account at APT [and] that upon request of such payment, APT be ordered to execute a release of the chattel mortgage and the cancellation of the assignment of the 67 percent voting rights executed by PJI in favor of DBP/APT."
The Sandiganbayan subsequently set the incident for hearing "to settle once and for all the issue concerning the actual amount of PJI's financial accountability to APT." At the hearing, the parties agreed to submit affidavits and supporting documents, subject to additional direct and cross-examination of the affiants.9 Upon resumption of the hearing at a later date, counsel for APT moved to be allowed to cross-examine the affiants who executed affidavits in support of the Olivares Motion. The Sandiganbayan, however, just declared the incident submitted for resolution, without prejudice to its determination of the imperative necessity of requiring cross-examination of the affiants. It subsequently rendered the assailed Resolutions.
Ruling of the Sandiganbayan
The Sandiganbayan disregarded the computation submitted by PJI and its chairman of the board, Enrique M. Joaquin. This computation, which was based on the loan contracts executed between PJI and DBP, detailed the arrearages of PJI in the total amount of P216,801,156.41 as of October 31, 1992.
Instead, the Sandiganbayan made its own computation using as basis the direct debt buy out price of P78,551,405.93, which it unilaterally considered as the amount of PJI's obligation to APT as of 31 October 1989. To this amount it added 12 percent annual interest computed up to October 30, 1992. It charged "only the regular rate of interest because there is no factual and legal basis for APT to charge additional interest and surcharges from October 30, 1989 considering that, firstly, at the time said account was transferred to APT, the stockholders of PJI have been deprived of the management of the corporation as it was completely taken over by PCGG even after the sequestration on the shares of the other stockholders had been automatically lifted (as ruled by the Supreme Court in G.R. No. 92376), with the connivance and/or inaction of DBP/APT; secondly, during the time said corporation was under the control of PCGG nominees and appointees, there were reported mismanagement and/or massive dissipation of funds of the corporation which were verified by audit reports of COA and of an independent auditor, Carlos Valdes and Company, which have not been refuted by APT; and thirdly, APT is not a lending institution which should be charging more than the legal rate of interest for accounts transferred to it."
It further ruled as follows:
Hence, this Petition by APT.
Petitioner interposes the following issues for the resolution of the Court:
Simply stated, the issues may be summed up into two: (1) Did the Sandiganbayan have jurisdiction over APT? (2) Did the Sandiganbayan commit reversible error in ignoring the loan documents between APT and PJI and in using the so-called "DDBO" price as its basis in arriving at its ruling?
The Court's Ruling
The Petition10 is meritorious insofar as the second and main issue is concerned.
APT contends that the Sandiganbayan has no jurisdiction over it, because it was not a party in the original and amended Complaints in Civil Case No. 0035. Although, admittedly, APT was not a party to the complaints, it nonetheless became a party to the particular incident, subject of this present case. Since it voluntarily entered its appearance and actively participated in the proceedings with respect to such incident, even without being summoned, the Sandiganbayan acquired jurisdiction over it.
In La Naval Drug Corporation v. Court of Appeals,11 the Court taught that "lack of jurisdiction over the person of the defendant may be waived either expressly or impliedly. When a defendant voluntarily appears, he is deemed to have submitted himself to the jurisdiction of the court. If he so wishes not to waive this defense, he must do so seasonably by motion for the purpose of objecting to the jurisdiction of the court; otherwise he shall be deemed to have submitted himself to that jurisdiction."
In the present case, APT never questioned the court's jurisdiction over its person before the Sandiganbayan. The issue it halfheartedly raised before the court a quo pertained to jurisdiction over the subject matter of PJI's loans. It in fact admitted that it participated in the proceedings before the Sandiganbayan to protect its interests.
APT is now estopped from questioning the Sandiganbayan's jurisdiction over its person.
The assailed Sandiganbayan Resolutions are judicially unconscionable, bereft of legal basis and grossly disadvantageous to the government.
The anti-graft court totally ignored the existence of the loan contracts between PJI and DBP/APT. These contracts had specified the terms and conditions of the borrowing, the rate of interest, and the additional interests and penalties due in case of default. The anti-graft court came up, instead, with its own computation of PJI's obligations to DBP/APT, using as sole basis the "direct debt buy out (DDBO) price," together with an interest rate of 12 percent. It then peremptorily concluded that PJI had overpaid APT in the amount of P13,844,324.94.
The Sandiganbayan's Computation Has No Legal Basis
Although the computation of PJI's outstanding loan obligation to APT may, in a sense, be regarded as factual in nature, this consideration is not a bar to a review by this Court. True, the "Supreme Court is not a trier of facts and the factual findings of the Sandiganbayan are conclusive upon the Supreme Court. [But there are exceptions to this rule, some of which are as follows:] (1) where the conclusion is a finding grounded entirely on speculation, surmise and conjectures; (2) where the inference made is manifestly mistaken; (3) where there is grave abuse of discretion; (4) where the judgment is based on misapprehension of facts, and the findings of fact of the Sandiganbayan are premised on the absence of evidence and are contradicted by evidence of record."12 A cursory examination of the records of this case will show that the Sandiganbayan's factual computations fall under exceptions (2) and (4) and are therefore not conclusive on this Court. In quite another sense, this computation can be termed "legal" and not factual, because it is based on a wrong legal premise -- that the obligation of PJI should be computed on the basis of the DDBO price.
In any event, the Sandiganbayan made a manifest mistake when, from the above-quoted November 27, 1989 letter of APT Trustee Jose C. Sison to PJI Chairman Enrique Joaquin it baselessly and erroneously concluded that the DDBO price of P78,551,405.93 stated therein was the amount of PJI's actual obligation to DBP/APT as of October 31, 1989.
Although the letter designated the amount of P78,551,405.93 as the DDBO price, it did not say that this amount was, in fact, PJI's obligation to APT. Moreover, the letter merely offered to "discuss the details of said amount together with the terms and conditions of a DDBO settlement x x x."
Such DDBO price cannot be considered as the obligation of PJI, because that price was not computed on the basis of the loan contracts, which constituted the governing law between it and DBP/APT with respect to the former's loan obligations. Rather, the price was computed on the basis of a possible sale, the terms and conditions of which were yet to be discussed. The "DDBO price" was merely a part of a possible DDBO settlement. It was merely a preliminary amount computed for the purpose of disposing of non-performing assets.
Since the letter further states that the terms and conditions of a DDBO settlement at the DDBO price were still to be discussed, it is clear that such settlement was not yet a definite, final and binding matter between APT and PJI. For it to be so, two things were necessary.
One, since the DDBO price was merely a part of a possible debt settlement, PJI and APT needed to discuss and agree on the "terms and conditions" referred to in the Sison letter.
Two, even assuming the presence of circumstances justifying the disposition of the PJI account through a negotiated DDBO sale, the COP - as required under Proclamation No. 50 -- had to approve of the settlement and of PJI as the buyer.13
From the records, it is very clear that neither of these two requirements were satisfied. In the very Motion which initiated this case, private respondent openly stated that "Mr. Joaquin ignored the offer in the letter of Atty. Sison to 'discuss the details of the said amount together with the terms and conditions of [the] DDBO x x x.'"14 Sison sent to PJI a followup letter15 dated January 11, 1990, stating "that the APT Board has set 31 March 1990 as the deadline for the implementation of DDBOs. As such, we would like to find out from you if PJI is still interested in this mode of settlement."
PJI, however, did not meet the deadline. As stressed by private respondent herself in her own Motion, it was only on November 21, 1991, way past the deadline, that the PJI stockholders made an offer of "payment in full settlement of the said obligation under [the] direct debt buy out scheme [in] the amount of P60 Million."16 But, understandably, "this offered payment was ignored by APT,"17 because the acceptance of the offer of a DDBO settlement had already lapsed at this time. Furthermore, APT's offer was for the DDBO price of P78,551,405.93; yet, the PJI stockholders made a counteroffer of P60 million only. Since APT ignored their counteroffer, as private respondent herself stated, it becomes all the more clear that no agreement on a DDBO settlement was perfected between APT and PJI
Equally important, the necessary COP approval of the disposition of PJI's loan to PJI as buyer, at the DDBO price and other "terms and conditions," was not obtained or even sought.
Obviously and clearly, the use of the DDBO price can be made only in connection with the DDBO mode of settlement. Outside the latter, the former would be misplaced, irrelevant and immaterial. Unquestionably, no DDBO settlement was perfected between PJI and APT. Hence, the Sandiganbayan's use of the DDBO price in the computation of PJI's actual obligation was completely bereft of basis. At this point, only the original loan documents bind the parties.
The Sandiganbayan, in its disposition, not only considered the obligations of PJI fully paid. It even over-extended itself when it ordered the APT "to return the overpayment of P13,844,324.94 to PJI."
If, indeed, PJI "overpaid" DPB/APT, why did it become necessary for the latter to offer a DDBO settlement to the former? Why did private respondent still counteroffer P60 million (which APT ignored)? If she believed, as she so strongly argues now, that PJI overpaid APT, why did she not even mention this claim in 1991 when she made her counteroffer?
Interest Rate on PJI's Obligations Was Not Justified
The Sandiganbayan computed interest at the rate of 12 percent per annum on the amount of P78,551,405.93. The use of this interest rate is not supported by the law or by substantial evidence; in fact, it is contrary to the law and to the evidence on record.
Unquestionably, the loan obligation of PJI is interest-bearing. The rate of interest under the loan contracts is 3 percent above the borrowing rate of DBP. The interest rate of 12 percent used by the Sandiganbayan appeared only in private respondent's affidavit18, which was submitted to the court a quo. An examination of this affidavit, however, readily shows that the rate of interest was unilaterally arrived at by private respondent herself through self-serving assumptions and conjectures, based on unsigned documents.19 Incidentally, these documents, which were also given weight and consideration by the Sandiganbayan in its computation, are inadmissible and of no probative value, as their origin and authenticity are uncertain.20
Even assuming arguendo that the 12 percent interest rate was acceded to by APT, it must be noted that this rate pertained to the DDBO price computation, NEVER to the actual obligation of PJI. It is worth repeating here that since the DDBO settlement never came into fruition, the DDBO price could not be used; neither could the 12 percent interest be employed in computing the actual obligation of PJI.
Considering that the evidence on record shows the existence of loan contracts duly executed by PJI, and that the interests based on those loan contracts appear on record, the Sandiganbayan should have used these amounts of interest, instead of an assumed base and an assumed rate. Furthermore, the use of the legal rate of interest in this instance is not justified, since there is a stipulated rate of interest in the loan contracts.
The fact that APT is not a lending institution is an insufficient justification for barring it from requiring the payment of interests, additional interests and penalties, all in accordance with the stipulations in the loan contracts. The loan accounts of PJI with DBP, the lending institution, were assigned to APT. As assignee, APT merely stepped into the shoes of DBP; thus, whatever the latter could do or charge under the loan contracts, the former also could. This is not disputed.
Penalties and Additional Interests Were Disregarded
The Sandiganbayan considered the PCGG takeover as an unforeseen event, which rendered impossible the fulfillment of PJI's obligation in a normal manner. It attributed solely to PCGG the delay in the payment after the takeover. It therefore held that, because the PCGG nominees had allegedly mismanaged PJI, then PJI did not have to fulfill its contractually assumed obligation to pay penalties and additional interests.
PJI was, however, already in delay long before the allegedly unforeseen event of its takeover by PCGG. It started paying monthly amortizations only in August 1986. Thus, the subsequent occurrence of an event - assuming arguendo that it was fortuitous -- cannot exempt21 it from fulfilling its contractual obligation of paying penalties and additional interests.
Furthermore, it should be made clear that the debtor of DBP/APT is the corporation PJI, not the private stockholders. When the PCGG nominees took over the PJI management, the PJI, not its stockholders, remained the debtor. Thus, the fact that it became impossible for the private stockholders, particularly private respondent, to act upon PJI's obligation has nothing to do with and should not affect the creditor DBP/APT. The private stockholders are not the debtors of DBP/APT. That it was allegedly impossible for the former to effect payment of the loan of PJI does not mean that it was also impossible for the latter to fulfill its loan obligations. The impossibility of PJI's fulfillment of its obligation not having been established, the consequent obligation to pay penalties and additional interests cannot be deemed extinguished, contrary to the finding of the Sandiganbayan.
Not Government, But Negligent Officials, Could Be Liable
In any event, if PJI suffered damage (liability for payment of additional interests and penalties) due to the alleged negligence of its officers and directors -- the PCGG nominees -- it is not correct to shift that damage (loss of income from being prevented to collect additional interests and penalties) to the creditor, DBP/APT. There is no law authorizing such shifting of damage. What the law clearly provides is that the guilty directors or officers are the ones who should be liable for the damages, if any, suffered by the corporation. Section 31 of the Corporation Code states:
Moreover, this Court cannot, in the present case, rule that the PCGG nominees mismanaged PJI and neglected their duty of paying PJI's loan obligations. The PCGG nominees are not parties to this case; hence, they have not been heard. Elementary due process bars any faultfinding or finger pointing in their direction at this time.
If Respondent Olivares really believes that the PCGG nominees mismanaged PJI, then her remedy is to proceed against the nominees themselves, instead of manufacturing excuses to evade payment of PJI's validly contracted obligations. "In Chavez v. Sandiganbayan, this Court ruled that the PCGG or any of its members may be held civilly liable if they did not act in good faith and within the scope of their authority in the performance of their official duties."22
More important, even assuming arguendo that the PCGG nominees were negligent, such negligence, not having been committed by the government, cannot be allowed to prejudice the latter. As this Court stated in Commissioner of Internal Revenue v. Proctor & Gamble Philippine Manufacturing Corporation,23 "[t]he errors of [government] officers should never be allowed to jeopardize the government's financial position." In other words, the government should not be made to suffer for the alleged negligence or malfeasance of officers who have acted beyond the scope of their authority.
Loan Contracts Are Still Binding
The one-sidedness of the anti-graft Court's ruling becomes even more evident when considered in the light of the existing loan contracts. In those contracts, PJI expressly agreed, among other things, to the rate of interest to be charged on its credit accommodations. It also obligated itself to pay penalties and additional interest in case it failed to pay the principal obligations after a specified period of time.24 Since its obligations under the contracts have not been terminated by any of the valid modes of extinguishing obligations,25 the fulfillment thereof should clearly be upheld. It is basic that parties are bound by the terms of their contract, which is the law between them.26 Clearly, the Sandiganbayan cannot override the provisions of the contracts between PJI and DBP/APT.
As put forth by Sandiganbayan Justice Anacleto D. Badoy in his Dissent,27 the Sandiganbayan should have computed PJI's obligation to DBP/APT strictly "in accordance with the terms and conditions of the loan documents" executed by PJI, in the absence of any showing "that such loan documents have been amended, super[s]eded or abrogated by some other act or document executed by competent authorities or by mutual agreement of the parties acting within the scope of their legal powers and rights."
The Sandiganbayan's ruling, which decreed the nonpayment of the penalties and the additional interest and the use of a 12 percent interest rate, constituted an evasion of the terms and conditions of the valid and existing contracts. Such willful, unjustifiable and legally untenable evasion should not be countenanced; it goes against the provision of the law, which states that "[o]bligations arising from contracts have the force of law between the contracting parties and should be complied with in good faith."28
Petition for Review Is the Proper Remedy
In connection with Mme. Justice Angelina Sandoval-Gutierrez' submission on the propriety of the mode of appeal, it must be stressed that, unlike private respondent, Petitioner APT was not a party to the original case filed in the Sandiganbayan for "reconveyance, reversion, accounting, restitution and damages." APT became a party only when private respondent impleaded it in her Motion dated March 23, 1992.
A cursory examination of the assailed Resolution's fallo readily shows that such Resolution is a final, not merely an interlocutory, order insofar as APT is concerned. The anti-graft court having completely disposed of the entire matter concerning APT, there was nothing more to be done in that regard. Clearly therefore, with respect to APT, the questioned Resolution was a final disposition, which may already be the subject of a petition for review on certiorari under Rule 45 of the Rules of Court.29
WHEREFORE, the Petition is GRANTED and the assailed Resolutions are NULLIFIED and SET ASIDE. No pronouncement as to costs.
Vitug, and Gonzaga-Reyes, JJ., concur.
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