MAKATI STOCK EXCHANGE, INC., vs. MIGUEL V.

CAMPOS,
G.R. No. 138814 , April 16, 2009

FACTS:
Respondent Miguel V. Campos filed a petition with the Securities,
Investigation and Clearing Department (SICD) of the Securities and Exchange
Commission (SEC) against the petitioners Makati Stock Exchange, Inc. (MKSE) The
petition sought: (1) to nullify the Resolution dated 3 June 1993 of the MKSE Board
of Directors, which allegedly deprived him of his right to participate equally in the
allocation of Initial Public Offerings (IPO) of corporations registered with MKSE; (2)
the delivery of the IPO shares he was allegedly deprived of, for which he would pay
IPO prices;.
SICD granted the issuance of a Temporary Restraining Order to enjoin
petitioners from implementing or enforcing the resolution of the MKSE. they also
issued a writ of preliminary injunction for the implementation or enforcement of the
MKSE Board Resolution in question.
On March 11,1994, petitioners filed a motion to dismiss on the following
grounds: (1) Petition became moot due to the cancellation of the license of the
MKSE (2) The SICD had no jurisdiction over the petition and (3) the petition failed to
state a cause of action. However, the SICD denied petitioners motion to dismiss.
ISSUE:
Whether or not the petition failed to state a cause of action.
HELD:
The petition filed by respondent Miguel Campos should be dismissed for
failure to state a cause of action.
A cause of action is the act or omission by which a party violates a right of
another.
It contains three essential elements: 1) the legal right of the plaintiff 2) the
correlative obligation of the defendant and 3) the act or omission of the defendant
in violation of said legal right. If these elements are absent, the complaint will be
dismissed on the ground of failure to state a cause of action. Furthermore, the
petition filed by respondent failed to lay down the source or basis of respondents
right and/or petitioners obligation.
Article 1157 of the Civil Code, provides that Obligations arise from:
law, Contracts, Quasi Contracts, Acts or omissions punished by law and

quasi delicts.
Therefore an obligation imposed on a person and the
corresponding right granted to another, must be rooted in at least one of these five
sources.
The mere assertion of a right and claim of an obligation in an initiatory
pleading, whether a Complaint or Petition, without identifying the basis or source
thereof, is merely a conclusion of fact and law. A pleading should state the ultimate
facts essential to the rights of action or defense asserted, as distinguished from
mere conclusions of fact or conclusions of law.
The Respondent merely quoted in his Petition the MKSE Board Resolution,
passed sometime in 1989, granting him the position of Chairman Emeritus of MKSE
for life. However, there is nothing in the said Petition from which the Court can
deduce that respondent, by virtue of his position as Chairman Emeritus of MKSE,
was granted by law, contract, or any other legal source, the right to subscribe to the
IPOs of corporations listed in the stock market at their offering prices.

Pantaleon vs American Express International

G.R. No. 174269 May 8, 2009
Facts:
Polo Pantaleon (Petitioner) and his family joined an escorted tour of Western
Europe. In a guided city tour in Amsterdam, Mrs. Pantaleon while she was in Coster
she purchased a diamond, pendant and a chain which totalled U.S. 13,826.00. To
pay for these purchases Petitioner presented an American Express card together
with his passport. The sales clerk took the cards imprint, and asked Pantaleon to
sign the charge slip. Ten minutes later, the store clerk informed Pantaleon that his
AmexCard had not yet been approved.
His son, who had already boarded the
tour bus, soon returned to Coster and informed the other members of the Pantaleon
family that the entire tour group was waiting for them. Pantaleon asked the store
clerk to cancel the sale. The store manager though asked plaintiff to wait a few
more minutes. After 15 minutes, the store manager informed Pantaleon that
respondent had demanded bank references. Pantaleon supplied the names of his
depositary banks, then instructed his daughter to return to the bus and apologize to
the tour group for the delay. The Pantaleon family then went United States before
returning to. While in the United States, Pantaleon continued to use his Amex card,
several times without hassle or delay, but with two other incidents similar to the
Amsterdam brouhaha. On 30 October 1991, Pantaleon purchased golf equipment
amounting to US $1,475.00 using his AmEx card, but he cancelled his credit card
purchase and borrowed money instead from a friend, after more than 30 minutes
had transpired without the purchase having been approved. Pantaleon used the

card to purchase childrens shoes worth $87.00 at a store in Boston, and it took 20
minutes before this transaction was approved by respondent.
In Manila, Pantaleon sent a letter through counsel to American Express
(Respondent), demanding an apology for the "inconvenience, humiliation and
embarrassment he and his family thereby suffered" for respondents refusal to
provide credit authorization for the aforementioned purchases. Respondent did give
the apology requested. Pantaleon then instituted an action for damages with the
Regional Trial Court (RTC) of Makati City, Branch 145. Pantaleon prayed that he be
awarded P2,000,000.00, as moral damages; P500,000.00, as exemplary
damages; P100,000.00, as attorneys fees; and P50,000.00 as litigation expense

Issues:
Whether or Not American Express committed mora solvendi in its obligations to
Pantaleon

Held:
The accepted relationship between a credit card provider and its card holders
is that of creditor-debtor, with the card company as the creditor extending loans and
credit to the card holder, who as debtor is obliged to repay the creditor. This
relationship already takes exception to the general rule that as between a bank and
its depositors, the bank is deemed as the debtor while the depositor is considered
as the creditor.

If we shift perspectives see the credit card company as the debtor/obligor,

insofar as it has the obligation to the customer as creditor/obligee to act promptly
on its purchases on credit. There was delay on the part of respondent in its normal
role as creditor to the cardholder, such delay would not have been in the
acceptance of the performance of the debtors obligation (i.e., the repayment of the
debt), but it would be delay in the extension of the credit in the first place. Such
delay would not fall under mora accipiendi, which contemplates that the obligation
of the debtor, such as the actual purchases on credit, has already been constituted.
Herein, the establishment of the debt itself (purchases on credit of the jewelry) had
not yet been perfected, as it remained pending the approval or consent of the
respondent credit card company. There was an obligation on the part of respondent
to act on Pantaleons purchases with "timely dispatch," or within a period
significantly less than the one hour it apparently took before the purchase at Coster
was finally approved.