RUBY L. TSAI vs. HON. CA [G.R. No. 120098. October 2, 2001. !ACTS" Ever Textile Mills, Inc.

(EVERTEX) obtained loan from Philippine an! of "omm#nications (P "om), sec#red b$ a deed of Real and "hattel Mort%a%e over the lot &here its factor$ stands, and the chattels located therein as en#merated in a sched#le attached to the mort%a%e contract. P "om a%ain %ranted a second loan to EVERTEX &hich &as sec#red b$ a "hattel Mort%a%e over personal properties en#merated in a list attached thereto. These listed properties &ere similar to those listed in the first mort%a%e deed. 'fter the date of the exec#tion of the second mort%a%e mentioned above, EVERTEX p#rchased vario#s machines and e(#ipments. )pon EVERTEX*s fail#re to meet its obli%ation to P "om, the latter commenced extra+#dicial foreclos#re proceedin%s a%ainst EVERTEX #nder 'ct ,-,. and 'ct -./0 or 1The "hattel Mort%a%e 2a&1. P "om then consolidated its o&nership over the lot and all the properties in it. It leased the entire factor$ premises to R#b$ Tsai and sold to the same the factor$, loc!, stoc! and barrel incl#din% the contested machineries. EVERTEX filed a complaint for ann#lment of sale, reconve$ance, and dama%es a%ainst P "om, alle%in% inter alia that the extra+#dicial foreclos#re of s#b+ect mort%a%e &as not valid, and that P "om, &itho#t an$ le%al or fact#al basis, appropriated the contested properties &hich &ere not incl#ded in the Real and "hattel Mort%a%e of the first mort%a%e contract nor in the second contract &hich is a "hattel Mort%a%e, and neither &ere those properties incl#ded in the 3otice of 4heriff*s 4ale. ISSU#S" -) 563 the contested properties are personal or movable properties 7) 563 the sale of these properties to a third person (Tsai) b$ the ban! thro#%h an irre%#lar foreclos#re sale is valid. H#L$" 1) Nature of the Properties and Intent of the Parties The nat#re of the disp#ted machineries, i.e., that the$ &ere heav$, bolted or cemented on the real propert$ mort%a%ed does not ma!e them ipso facto immovable #nder 'rticle 8-. (,) and (.) of the 3e& "ivil "ode. 5hile it is tr#e that the properties appear to be immobile, a per#sal of the contract of Real and "hattel Mort%a%e exec#ted b$ the parties herein reveal their intent, that is 9 to treat machiner$ and e(#ipment as chattels. In the first mort%a%e contract, reflective of the true intention of PBCOM and EVERTEX as the t!pin" in capital letters# i$$ediatel! follo in" the printed caption of $ort"a"e# of the phrase %real and chattel&% 4o also, the 1machineries and e(#ipment1 in the printed form of the ban! had to be inserted in the blan! space of the printed contract and connected &ith the &ord 1b#ildin%1 b$ t$pe&ritten slash mar!s. 3o&, then, if the machineries in (#estion &ere contemplated to be incl#ded in the real estate mort%a%e, there &o#ld have been no necessit$ to in! a chattel mort%a%e specificall$ mentionin% as part III of 4ched#le ' a listin% of the machineries covered thereb$. It &o#ld have s#fficed to list them as immovables in the :eed of Real Estate Mort%a%e of the land and b#ildin% involved. 's re%ards the second contract, the intention of the parties is clear and be$ond (#estion. It refers solel$ to chattels. The inventor$ list of the mort%a%ed properties is an itemi;ation of 0, individ#all$ described

machineries &hile the sched#le listed onl$ machines and 7,<<0,==/../ &orth of finished cotton fabrics and nat#ral cotton fabrics. 'N(ER PRINCIP)E O* +TOPPE) 'ss#min% ar%#endo that the properties in (#estion are immovable b$ nat#re, nothin% detracts the parties from treatin% it as chattels to sec#re an obli%ation #nder the principle of estoppel. 's far bac! as Navarro v& Pineda, an immovable ma$ be considered a personal propert$ if there is a stip#lation as &hen it is #sed as sec#rit$ in the pa$ment of an obli%ation &here a chattel mort%a%e is exec#ted over it. ,) +ale of the Properties Not Included in the +u-.ect of Chattel Mort"a"e is Not Valid The a#ction sale of the s#b+ect properties to P "om is void. Inasm#ch as the s#b+ect mort%a%es &ere intended b$ the parties to involve chattels, insofar as e(#ipment and machiner$ &ere concerned, the "hattel Mort%a%e 2a& applies. 4ection > provides thereof that? 1a chattel mort%a%e shall be deemed to cover onl! the propert! descri-ed therein and not li/e or su-stituted propert! thereafter ac0uired -! the $ort"a"or and placed in the sa$e depositor! as the propert! ori"inall! $ort"a"ed , an$thin% in the mort%a%e to the contrar$ not&ithstandin%.1 4ince the disp#ted machineries &ere ac(#ired later after the t&o mort%a%e contracts &ere exec#ted, it &as conse(#entl$ an error on the part of the 4heriff to incl#de s#b+ect machineries &ith the properties en#merated in said chattel mort%a%es. 's the lease and sale of said personal properties &ere irre%#lar and ille%al beca#se the$ &ere not d#l$ foreclosed nor sold at the a#ction, no valid title passed in its favor. "onse(#entl$, the sale thereof to R#b$ Tsai is also a n#llit$ #nder the elementar$ principle of ne$o dat 0uod non ha-et, one cannot %ive &hat one does not have.