BANCO FILIPINO SAVINGS AND MORTGAGE BANK, PETITIONER, VS. HON. COURT OF APPEALS, HON. JESUS ARLEGUI, PRESIDING JUDGE OF BRANCH VIII, REGIONAL TRIAL COURT, LEGASPI CITY, WILFREDO…

This is an appeal by certiorari under Rule 45 of the
Revised Rules of Court from the decision of the Court of Appeals in CA-G.R. CV
No. 11867, entitled “Wilfredo C. Delos Santos and Grace Co Delos Santos,
plaintiffs-appellees v. Cecilia O. Fernandez and Banco Filipino Savings &
Mortgage Bank, Defendants. Banco
Filipino Savings & Mortgage Bank, Defendant-Appellant.”

In said case, the Court of Appeals affirmed in toto the decision of the Regional Trial Court, Legaspi
City, in Civil Case No. 7103, ordering defendants to pay plaintiffs, jointly
and severally, the amount of P64,319.00 as actual damages, P30,000.00 as moral
damages, P10,000.00 as exemplary damages and P10,000.00 as attorney’s fees and
to pay the costs.

Petitioner accepted, with the exception of the underlined
portions, and the Court of Appeals adopted, the following findings of fact of the trial court:

“Defendant Cecilia O. Fernandez was
the registered owner of Lot 610-A of Subdivision Plan LRC PSD-130634 and Lot 6,
Block 6 of the Consolidation Subdivision Plan Pcs-9910. She mortgaged these parcels of land to
co-defendant Banco Filipino Savings and Mortgage Bank, Naga Branch, and for
failure to comply with the terms of the mortgage, the mortgagee-bank instituted
extrajudicial foreclosure proceedings on the properties covered by the
mortgage. The auction sale was
scheduled for June 6, 1983. Prior to
the scheduled auction sale, plaintiff was informed by Miss Angie Janer, Manager
of Banco Filipino Legaspi about the foreclosure proceedings and asked the
plaintiff whether she was interested in the purchase of the property. The plaintiff having been interested in the
proposition visited the place of defendant Cecilia O. Fernandez at Vel-Amor
Subdivision together with Miss Janer and met the adult daughter of Fernandez,
Vicky. Vicky then informed plaintiff
about her mother’s desire to sell the property for P350,000.00. In their meeting, it turned out that
Fernandez had made representation with defendant Banco Filipino through its
manager at the Naga Branch about a possible arrangement to forestall the sale
of the property at auction. The terms
given by Banco Filipino to Fernandez is for her to remit P100,000.00 in order
that the sale would not push through. On the basis of this information, Delos Santos placed a long distance
telephone call to Mr. Domingo F. Claro (BF Naga Branch Manager) for the purpose
of verifying the truth of Fernandez’ information. Claro confirmed to Delos Santos about the arrangement.

In order to meet the requirements of the bank and with
understanding that the property would be sold by Fernandez to plaintiff Grace
Co Delos Santos, the latter drew a Philippine Commercial & Industrial Bank
check, payable to the order of Banco Filipino for the account of Cecilia
Fernandez. The check was delivered by
Delos Santos to Miss Janer in her capacity as manager of
Banco Filipino Legaspi. Miss Janer issued a receipt to Delos Santos which is quoted as
follows: ‘Received from Mrs. Grace Delos
Santos PCIB Check No. 106978 for One Hundred Thousand Pesos (P100,000.00)
representing earnest money for the house and lot of Mrs. Cecilia Fernandez at
Vel-Amor Subdivision, Legaspi City’ (Exh. “B”). Miss Janer then, together with defendant
Cecilia Fernandez on May 31, 1983, went to Naga City and delivered plaintiff‘s check to Banco Filipino Naga for
which the bank issued an official receipt for the P100,000.00 remittance (Exh.
“C”). In the afternoon of the
same date, Fernandez and Janer went back to the plaintiff and delivered to her
the receipt of the bank and xeroxed copies of the Tax Declaration and
certificates of title of the properties mortgaged with the bank. Also delivered to the plaintiff was a Statement
of Account of Cecilia Fernandez.

Going back to the long distance telephone conversation by the
plaintiff with Manager Domingo Claro of BF Naga, it was confirmed by the latter
that in order to stop the foreclosure proceedings, there is a need for the
debtor (Fernandez) to at least pay the amount of P100,000.00. Plaintiff told the manager that she was
interested in the purchase of the property and that she was accepting the
bank’s terms and would send the amount of P100,000.00 without delay. The bank manager
assured her that after the payment
of P100,000.00,
she could go to BF Naga for the signing of the papers regarding the assumption
of mortgage which in effect,
the plaintiff would become the owner
of the
property after assuming the balance due
on the mortgage. When Angie Janer and Fernandez went to BF
Naga Branch, the defendant bank thru Mr. Claro knew for a fact that the
plaintiff’s check was being paid because of the agreement between Fernandez and
the plaintiff that with this payment, the foreclosure proceedings would be
stopped and that the necessary papers would then be executed. In fact on the same date, May 31, 1983,
after the delivery of plaintiff’s check of P100,000.00, the branch manager of
the defendant bank wrote the provincial sheriff informing the latter that the
bank is withdrawing the foreclosure proceedings against Fernandez for the
reason that Fernandez had already made an amicable settlement with the bank
(Exh. “F” and “F-2”). On June 1, 1983, plaintiff went to BF Naga to clarify certain aspects
regarding the computation of her loan amortization for the assumption of
defendant’s obligation with the bank. The bank gave her a statement of account whereby stated therein was the
said selling price of the property at P350,000.00 (Exhs. “D” and
“D-1”) and upon her return from Naga, she called up Miss Janer and
inquired from her whether defendant Fernandez had delivered to her the Deed of
Sale (which was supposed to be prepared by Atty. Alfredo Kallos) which she had
promised to execute in the afternoon of May 31, 1983. Miss Janer informed her that she was not able to contact
Fernandez. By June 3, 1983, plaintiff
learned that the property was already sold to a certain Rita Samarista, who, on
the previous day purchased a manager’s check from BF Legaspi for the sum of
P100,000.00 payable to BF for the account of Cecilia Fernandez. She also learned that on the same day (June
3, 1983) Fernandez and Samarista had left for Naga City presumably to deliver
the manager’s check. Acting on the
information, the plaintiff immediately placed a long distance call to Naga and
was able to talk to the branch manager thereof, and learned from the manager
that they (bank) had accepted the manager’s check tendered by Fernandez upon
advise of the bank’s legal counsel and that the bank is intending to return the
check of the plaintiff which the bank had earlier accepted.

On June 12, 1983, the plaintiff with her counsel Atty. Cicero
Triunfante went to Naga to ascertain the acceptance of the BF Manager’s Check
tendered by defendant Cecilia Fernandez. Claro confirmed the previous information given her that the acceptance
of the second check was due to the advise of the bank’s legal counsel and that
as of that moment, the two payments of P100,000.00 each were merely considered
as floating and one of these were applied to the account of Fernandez and that
the payment of the plaintiff of P100,000.00 shall henceforth be treated as an
account payable to the plaintiff.

The plaintiff was also able to show that she would not have paid the
amount of P100,000.00 to BANCO FILIPINO Naga, had it not been for the latter’s
assurance that it is the amount necessary in order that the bank would withdraw
the foreclosure proceedings. Plaintiff
Delos Santos was also assured that the
bank has given its consent to Cecilia Fernandez to sell the property
to the plaintiff
and for the latter to assume the mortgage
for the remaining balance of the loan.”

As to defendant, Cecilia O. Fernandez, she failed to appear in almost
all of the settings of this case and also failed to adduce or to present
evidence in her favor which could be interpreted as a waiver to prosecute her
defense” (Rollo, pp. 10-13).

According to petitioner, Angie Janer was not authorized to
receive the check given by Grace Co Delos Santos. She received the same in her personal capacity, and not as a bank
branch manager, for the purpose of delivery to the Naga branch of the bank.

Petitioner also denied that Domingo Claro had assured Grace Co
Delos Santos that the bank would entertain her application to assume the
obligation of Cecilia Fernandez after the latter had executed the deed of sale
over the property to her.

The petition for certiorari is based on the following
grounds:

(1)  The Court of Appeals erred in affirming the
trial court’s ruling finding Banco Filipino’s Managers, namely: Angie Janer and Domingo Claro liable for
tort to the plaintiff-appellee;

(2)  Assuming arguendo that the acts of
Angie Janer and Domingo Claro constitute tort, their liability is personal to
them because they were not acting within the scope of their assigned tasks;

(3)  The award for damages is not only without
legal basis, but also excessive.

The action against petitioner is based on quasi­-delict.

Article 2176 of the Civil Code of the Philippines provides:

“Whoever by act or omission causes damage to another, there
being fault or negligence is obliged to pay for the damage done. Such fault or negligence, if there is no pre­-existing
contractual relation between the parties is called a quasi-delict and is
governed by the provisions of this Chapter.”

Article 2180 of the same Code, the pertinent parts of which
provide:

“The obligation imposed by Article 2176 is demandable not only
for one’s own acts or omissions but also for those of persons for whom one is
responsible.

x x x                                  x x x                             x x x

The owners and managers of an establishment or enterprises are
likewise responsible for damages caused by their employees in the service of the branches in which the latter are
employed or on the occasion of their functions.”

Petitioner, being a corporation, must act through its officers,
employees or agents. In the case at
bench, petitioner was sued because of the acts or omissions of its employees,
Angie Janer, the manager of petitioner’s branch in Legaspi City and Domingo
Claro, the manager of petitioner’s branch in Naga City.

What the Court of Appeals found as constituting the actionable
act or omission on the part of petitioner’s employees, was the sale of the
property to Rita Samarista, instead of private respondents. As stressed by the Court of Appeals:

“This is where the wrongful act lies. Appellee was made to believe that she will
enjoy preference in the purchase of the property upon her remittance of
P100,000.00 as in fact she did, only to learn that the property was sold to
another person.”

Laying the blame on petitioner’s employees, the Court of Appeals
further held:

“She [Grace Co Delos Santos] had entrusted her full faith and
confidence to the advice given her by Ms. Janer and Mr. Claro, managers of the
appellant bank’s Legaspi and Naga branches respectively, on how to facilitate
and effectuate the eventual sale of the property in her favor” (Rollo, p.
37).

The Court of Appeals erred in holding that Angie Janer accepted
the check given by Grace Co Delos Santos for and on behalf of the bank. The receipt was typewritten on ordinary
paper and not on the official stationery of the bank. If she received the check in her official capacity, she should
have issued to Grace Co Delos Santos an official receipt of the bank. Janer could not have validly issued a
receipt for earnest money for the purchase of the property because the bank was
not the owner thereof. Besides, the
Legaspi branch, of which Janer was the manager, had nothing to do with the loan
of Fernandez, which she secured from the Naga branch.

Likewise, we accept as more credible the denial of assurance to
Grace Co Delos Santos that after the payment of the P100,000.00 to the bank,
private respondents would become the owners of the property after assuming the
balance due on the mortgage. Private
respondents were aware that the property they were buying belonged to
Fernandez, not to Claro or the petitioner. It would be the height of naivete for them to believe that by just
assuming the obligation of Fernandez to the bank, they would become the owners
of the property.

Clearly, the Court of Appeals has misplaced the blame for the
breach of contract of sale on petitioner’s branch managers. The registered owner of the property was not
petitioner but Fernandez. Petitioner
was merely a mortgagee of the property. The only one who could decide to whom the property would be sold was
Fernandez. At least, there was no
evidence to show that petitioner’s branch managers had induced Fernandez to
sell the property to Samarista. Private
respondents negotiated for the purchase of the property with open eyes. They knew all along that they had to deal
with Fernandez. To protect their
interests, private respondents should have demanded from Fernandez a written
commitment not to sell the property to a third party before depositing the
manager’s check “for the account of Fernandez.” The acts of
petitioner’s branch managers conform with their claim that their involvement was
only to assist private respondent in buying the property.

The Court of Appeals erred in holding that petitioner’s branch
managers had betrayed the faith and confidence of a client of the bank. Private respondents were never clients of
the bank.

WHEREFORE, the decision of the Court of Appeals is
REVERSED and the complaint against petitioner is DISMISSED.

SO ORDERED.

Cruz, C.J., (Chairman), Griño-Aquino, Davide, Jr., and Bellosillo, JJ., concur.