First Philippine International Bank vs Court of Appeals

252 SCRA 259 Legal Ethics Forum Shopping

Civil Law Contract of Sale Parties to a Sales Contract
Producers Bank (now called First Philippine International Bank), which has been under
conservatorship since 19!, is the owner of " parcels of land# $he Bank had an
a%ree&ent with 'e&etrio 'e&etria and (ose (anolo for the two to purchase the
parcels of land for a purchase price of P)#) &illion pesos# $he said a%ree&ent was
&ade b* 'e&etria and (anolo with the Bank+s &ana%er, ,ercurio -ivera# .ater
however, the Bank, throu%h its conservator, .eonida /ncarnacion, sou%ht the
repudiation of the a%ree&ent as it alle%ed that -ivera was not authori0ed to enter into
such an a%ree&ent, hence there was no valid contract of sale# 1ubse2uentl*,
'e&etria and (anolo sued Producers Bank# $he re%ional trial court ruled in favor of
'e&etria et al# $he Bank 3led an appeal with the Court of Appeals#
,eanwhile, 4enr* Co, who holds 56 shares of stocks with the said Bank, 3led a
&otion for intervention with the trial court# $he trial court denied the &otion since the
trial has been concluded alread* and the case is now pendin% appeal# 1ubse2uentl*,
Co, assisted b* ACC-A law o7ce, 3led a separate civil case a%ainst 'e&etria and
(anolo seekin% to have the purported contract of sale be declared unenforceable
a%ainst the Bank# 'e&etria et al ar%ued that the second case constitutes foru&
shoppin%#
ISSUES:
1# 8hether or not there is foru& shoppin%#
9# 8hether or not there is a perfected contract of sale#
HELD:
1# :es# $here is foru& shoppin% because there is identit* of interest and parties
between the 3rst case and the second case# $here is identit* of interest because
both cases sou%ht to have the a%ree&ent, which involves the sa&e propert*, be
declared unenforceable as a%ainst the Bank# $here is identit* of parties even
thou%h the 3rst case is in the na&e of the bank as defendant, and the second
case is in the na&e of 4enr* Co as plainti;# $here is still foru& shoppin% here
because 4enr* Co essentiall* represents the bank# Both cases ai& to have the
bank escape liabilit* fro& the a%ree&ent it entered into with 'e&etria et al# $he
1upre&e Court did not la* down an* disciplinar* action a%ainst the ACC-A
law*ers but the* were warned that a repetition will be dealt with &ore severel*#
9# :es# $here is a perfected contract of sale because the bank &ana%er, -ivera,
entered into the a%ree&ent with apparent authorit*# $his apparent authorit* has
been dul* proved b* the evidence presented which showed that in all the
dealin%s and transactions, -ivera participated activel* without the opposition of
the conservator# In fact, in the advertise&ents and announce&ents of the bank,
-ivera was desi%nated as the %o<to %u* in relation to the disposition of the
Bank+s assets#