Вы находитесь на странице: 1из 10

Republic of the Philippines

SUPREME COURT
Manila

SECOND DIVISION

G.R. No. 109373 March 20, 1995

PACIFIC BANKING CORPORATION EMPLOYEES ORGANIZATION, PAULA S. PAUG, and its


officers and members, petitioners,
vs.
THE HONORABLE COURT OF APPEALS and VITALIANO N. NAAGAS II, as Liquidator of
Pacific Banking Corporation, respondents.

G.R. No. 112991 March 20, 1995

THE PRESIDENT OF THE PHILIPPINE DEPOSIT INSURANCE CORPORATION, as Liquidator of


the Pacific Banking Corporation , petitioner,
vs.
COURT OF APPEALS, HON. JUDGE REGINO T. VERIDIANO II, DEPUTY SHERIFF RAMON
ENRIQUEZ and ANG ENG JOO, ANG KEONG LAN and E.J ANG INT'L. LTD., represented by
their Attorney-in-fact, GONZALO C. SY, respondents.

MENDOZA, J.:

These cases have been consolidated because the principal question involved is the same: whether
a petition for liquidation under 29 of Rep. Act No. 265, otherwise known as the Central Bank Act, is
a special proceeding or an ordinary civil action. The Fifth and the Fourteenth Divisions of the Court
of Appeals reached opposite results on this question and consequently applied different periods for
appealing.

The facts are as follows:

I.

Proceedings in the CB and the RTC

On July 5, 1985, the Pacific Banking Corporation (PaBC) was placed under receivership by the
Central Bank of the Philippines pursuant to Resolution No. 699 of its Monetary Board. A few months
later, it was placed under liquidation1 and a Liquidator was appointed.2

On April 7, 1986, the Central Bank filed with the Regional Trial Court of Manila Branch 31, a petition
entitled "Petition for Assistance in the Liquidation of Pacific Banking Corporation." 3 The petition was
approved, after which creditors filed their claims with the court.

On May 17, 1991, a new Liquidator, Vitaliano N. Naagas,4 President of the Philippine Deposit
Insurance Corporation (PDIC), was appointed by the Central Bank.
On March 13, 1989 the Pacific Banking Corporation Employees Organization (Union for short),
petitioner in G.R. No. 109373, filed a complaint-in-intervention seeking payment of holiday pay, 13th
month pay differential, salary increase differential, Christmas bonus, and cash equivalent of Sick
Leave Benefit due its members as employees of PaBC. In its order dated September 13, 1991, the
trial court ordered payment of the principal claims of the Union.5

The Liquidator received a copy of the order on September 16, 1991. On October 16, 1991, he filed a
Motion for Reconsideration and Clarification of the order. In his order of December 6, 1991, the
judge modified his September 13, 19916 but in effect denied the Liquidator's motion for
reconsideration. This order was received by the Liquidator on December 9, 1991. The following day,
December 10, 1991, he filed a Notice of Appeal and a Motion for Additional Time to Submit Record
on Appeal. On December 23, 1991, another Notice of Appeal was filed by the Office of the Solicitor
General in behalf of Naagas.

In his order of February 10, 1992, respondent judge disallowed the Liquidator's Notice of Appeal on
the ground that it was late, i.e., more than 15 days after receipt of the decision. The judge declared
his September 13, 1991 order and subsequent orders to be final and executory and denied
reconsideration. On March 27, 1992, he granted the Union's Motion for issuance of a writ of
Execution.

Ang Keong Lan and E.J. Ang Int'l., private respondents in G.R. No. 112991, likewise filed claims for
the payment of investment in the PaBC allegedly in the form of shares of stocks amounting to
US$2,531,632.18. The shares of stocks, consisting of 154,462 common shares, constituted 11% of
the total subscribed capital stock of the PaBC. They alleged that their claim constituted foreign
exchange capital investment entitled to preference in payment under the Foreign Investments Law.

In his order dated September 11, 1992, respondent judge of the RTC directed the Liquidator to pay
private respondents the total amount of their claim as preferred creditors.7

The Liquidator received the order on September 16, 1992. On September 30, 1992 he moved for
reconsideration, but his motion was denied by the court on October 2, 1992. He received the order
denying his Motion for Reconsideration on October 5, 1992. On October 14, 1992 he filed a Notice
of Appeal from the orders of September 16, 1992 and October 2, 1992. As in the case of the Union,
however, the judge ordered the Notice of Appeal stricken off the record on the ground that it had
been filed without authority of the Central Bank and beyond 15 days. In his order of October 28,
1992, the judge directed the execution of his September 11, 1992 order granting the Stockholders/
Investors' claim.

II.

Proceedings in the Court of Appeals

The Liquidator filed separate Petitions for Certiorari, Prohibition and Mandamus in the Court of
Appeals to set aside the orders of the trial court denying his appeal from the orders granting the
claims of Union and of the Stockholders/Investors. The two Divisions of the Court of Appeals, to
which the cases were separately raffled, rendered conflicting rulings.

In its decision of November 17, 1992 in CA-G.R. SP No. 27751 (now G.R. No. 09373) the Fifth
Division8 held in the case of the Union that the proceeding before the trial court was a special
proceeding and, therefore, the period for appealing from any decision or final order rendered
therein is 30 days. Since the notice of appeal of the Liquidator was filed on the 30th day of his
receipt of the decision granting the Union's claims, the appeal was brought on time. The Fifth
Division, therefore, set aside the orders of the lower court and directed the latter to give due course
to the appeal of the Liquidator and set the Record on Appeal he had filed for hearing.

On the other hand, on December 16, 1993, the Fourteenth Division9 ruled in CA-G.R. SP No.
29351 (now G.R. No. 112991) in the case of the Stockholders/Investors that a liquidation proceeding
is an ordinary action. Therefore, the period for appealing from any decision or final order rendered
therein is 15 days and that since the Liquidator's appeal notice was filed on the 23rd day of his
receipt of the order appealed from, deducting the period during which his motion for reconsideration
was pending, the notice of appeal was filed late. Accordingly, the Fourteenth Division dismissed the
Liquidator's petition.

III.

Present Proceedings

The Union and the Liquidator then separately filed petitions before this Court.

In G.R. No. 109373 the Union contends that:

1. The Court of Appeals acted without jurisdiction over the subject matter or nature of
the suit.

2. The Court of Appeals gravely erred in taking cognizance of the petition


for certiorari filed by Naagas who was without any legal authority to file it.

3. The Court of Appeals erred in concluding that the case is a special proceeding
governed by Rules 72 to 109 of the Revised Rules of Court.

4. The Court of Appeals erred seriously in concluding that the notice of appeal filed
by Naagas was filed on time.

5. The Court of Appeals erred seriously in declaring that the second notice of appeal
filed on December 23, 1991 by the Solicitor General is a superfluity.

On the other hand, in G.R. No. 112991 the Liquidator contends that:

1. The Petition for Assistance in the Liquidation of the Pacific Banking Corporation s
a Special Proceeding case and/or one which allows multiple appeals, in which case
the period of appeal is 30 days and not 15 days from receipt of the order/judgment
appealed from.

2. Private respondents are not creditors of PaBC but are plain stockholders whose
right to receive payment as such would accrue only after all the creditors of the
insolvent bank have been paid.

3. The claim of private respondents in the amount of US$22,531,632.18 is not in the


nature of foreign investment as it is understood in law.

4. The claim of private respondents has not been clearly established and proved.
5. The issuance of a writ of execution against the assets of PaBC was made with
grave abuse of discretion.

The petitions in these cases must be dismissed.

First. As stated in the beginning, the principal question in these cases is whether a petition for
liquidation under 29 of Rep. Act No. 265 is in the nature of a special proceeding. If it is, then the
period of appeal is 30 days and the party appealing must, in addition to a notice of appeal, file with
the trial court a record on appeal in order to perfect his appeal. Otherwise, if a liquidation proceeding
is an ordinary action, the period of appeal is 15 days from notice of the decision or final order
appealed from.

BP Blg. 129 provides:

39. Appeals. The period for appeal from final orders, resolutions, awards,
judgments, or decisions of any court in all cases shall be fifteen (15) days counted
from the notice of the final order, resolution, award, judgment or decision appealed
from: Provided, however, that in habeas corpus cases the period for appeal shall be
forty-eight (48) hours from the notice of the judgment appealed from.

No record on appeal shall be required to take an appeal. In lieu thereof, the entire
record shall be transmitted with all the pages prominently numbered consecutively,
together with an index of the contents thereof.

This section shall not apply in appeals in special proceedings and in other cases
wherein multiple appeals are allowed under applicable provisions of the Rules of
Court.

The Interim Rules and Guidelines to implement BP Blg. 129 provides:

19. Period of Appeals.

(a) All appeals, except in habeas corpus cases and in the cases
referred to in paragraph (b) hereof, must be taken within fifteen (15)
days from notice of the judgment, order, resolution or award appealed
from.

(b) In appeals in special proceedings in accordance with Rule 109 of


the Rules of Court and other cases wherein multiple appeals are
allowed, the period of appeals shall be thirty (30) days, a record on
appeal being required.

The Fourteenth Division of the Court of Appeals held that the proceeding is an ordinary action similar
to an action for interpleader under Rule 63. 10 The Fourteenth Division stated:

The petition filed is akin to an interpleader under Rule 63 of the Rules of Court where
there are conflicting claimants or several claims upon the same subject matter, a
person who claims no interest thereon may file an action for interpleader to compel
the claimants to "interplead" and litigate their several claims among themselves.
(Section I Rule 63).
An interpleader is in the category of a special civil action under Rule 62 which, like an
ordinary action, may be appealed only within fifteen (15) days from notice of the
judgment or order appealed from. Under Rule 62, the preceding rules covering
ordinary civil actions which are not inconsistent with or may serve to supplement the
provisions of the rule relating to such civil actions are applicable to special civil
actions. This embraces Rule 41 covering appeals from the regional trial court to the
Court of Appeals.

xxx xxx xxx

Thus, under Section 1 Rule 2 of the Rules of Court, an action is defined as "an
ordinary suit in a court of justice by which one party prosecutes another for
the enforcement or protection of a right or the prevention or redress of a
wrong." On the other hand, Section 2 of the same Rule states that "every other
remedy including one to establish the status or right of a party or a particular
fact shall be by special proceeding."

To our mind, from the aforequoted definitions of an action and a special proceeding,
the petition for assistance of the court in the liquidation of an asset of a bank is not
"one to establish the status or right of a party or a particular fact." Contrary to the
submission of the petitioner, the petition is not intended to establish the fact of
insolvency of the bank. The insolvency of the bank had already been previously
determined by the Central Bank in accordance with Section 9 of the CB Act before
the petition was filed. All that needs to be done is to liquidate the assets of the bank
and thus the assistance of the respondent court is sought for that purpose.

It should be pointed out that this petition filed is not among the cases categorized as
a special proceeding under Section 1, Rule 72 of the Rules of Court, nor among the
special proceedings that may be appealed under Section 1, Rule 109 of the Rules.

We disagree with the foregoing view of the Fourteenth Division. Rule 2 of the Rules of Court provide:

1. Action defined. Action means an ordinary suit in a court of justice, by which


the party prosecutes another for the enforcement or protection of a right, or the
prevention or redress of a wrong.

2. Special Proceeding Distinguished. Every other remedy, including one to


establish the status or right of a party or a particular fact, shall be by special
proceeding.

Elucidating the crucial distinction between an ordinary action and a special proceeding, Chief Justice
Moran states:" 11

Action is the act by which one sues another in a court of justice for the enforcement
or protection of a right, or the prevention or redress of a wrong while special
proceeding is the act by which one seeks to establish the status or right of a party, or
a particular fact. Hence, action is distinguished from special proceeding in that the
former is a formal demand of a right by one against another, while the latter is but a
petition for a declaration of a status, right or fact. Where a party litigant seeks to
recover property from another, his remedy is to file an action. Where his purpose is
to seek the appointment of a guardian for an insane, his remedy is a special
proceeding to establish the fact or status of insanity calling for an appointment
of guardianship.

Considering this distinction, a petition for liquidation of an insolvent corporation should be classified
a special proceeding and not an ordinary action. Such petition does not seek the enforcement or
protection of a right nor the prevention or redress of a wrong against a party. It does not pray for
affirmative relief for injury arising from a party's wrongful act or omission nor state a cause of action
that can be enforced against any person.

What it seeks is merely a declaration by the trial court of the corporation's insolvency so that its
creditors may be able to file their claims in the settlement of the corporation's debts and obligations.
Put in another way, the petition only seeks a declaration of the corporation's debts and obligations.
Put in another way, the petition only seeks a declaration of the corporation's state of insolvency and
the concomitant right of creditors and the order of payment of their claims in the disposition of the
corporation's assets.

Contrary to the rulings of the Fourteenth Division, liquidation proceedings do not resemble petitions
for interpleader. For one, an action for interpleader involves claims on a subject matter against a
person who has no interest therein. 12 This is not the case in a liquidation proceeding where the
Liquidator, as representative of the corporation, takes charge of its assets and liabilities for the
benefit of the creditors.13 He is thus charged with insuring that the assets of the corporation are paid
only to rightful claimants and in the order of payment provided by law.

Rather, a liquidation proceeding resembles the proceeding for the settlement of state of deceased
persons under Rules 73 to 91 of the Rules of Court. The two have a common purpose: the
determination of all the assets and the payment of all the debts and liabilities of the insolvent
corporation or the estate. The Liquidator and the administrator or executor are both charged with the
assets for the benefit of the claimants. In both instances, the liability of the corporation and the
estate is not disputed. The court's concern is with the declaration of creditors and their rights and the
determination of their order of payment.

Furthermore, as in the settlement of estates, multiple appeals are allowed in proceedings for
liquidation of an insolvent corporation. As the Fifth Division of the Court of Appeals, quoting the
Liquidator, correctly noted:

A liquidation proceeding is a single proceeding which consists of a number of cases


properly classified as "claims." It is basically a two-phased proceeding. The first
phase is concerned with the approval and disapproval of claims. Upon the approval
of the petition seeking the assistance of the proper court in the liquidation of a close
entity, all money claims against the bank are required to be filed with the liquidation
court. This phase may end with the declaration by the liquidation court that the claim
is not proper or without basis. On the other hand, it may also end with the liquidation
court allowing the claim. In the latter case, the claim shall be classified whether it is
ordinary or preferred, and thereafter included Liquidator. In either case, the order
allowing or disallowing a particular claim is final order, and may be appealed by the
party aggrieved thereby.

The second phase involves the approval by the Court of the distribution plan
prepared by the duly appointed liquidator. The distribution plan specifies in detail the
total amount available for distribution to creditors whose claim were earlier allowed.
The Order finally disposes of the issue of how much property is available for
disposal. Moreover, it ushers in the final phase of the liquidation proceeding
payment of all allowed claims in accordance with the order of legal priority and the
approved distribution plan.

Verily, the import of the final character of an Order of allowance or disallowance of a


particular claim cannot be overemphasized. It is the operative fact that constitutes a
liquidation proceeding a "case where multiple appeals are allowed by law." The
issuance of an Order which, by its nature, affects only the particular claims involved,
and which may assume finality if no appeal is made therefrom, ipso factocreates a
situation where multiple appeals are allowed.

A liquidation proceeding is commenced by the filing of a single petition by the


Solicitor General with a court of competent jurisdiction entitled, "Petition for
Assistance in the Liquidation of e.g., Pacific Banking Corporation. All claims against
the insolvent are required to be filed with the liquidation court. Although the claims
are litigated in the same proceeding, the treatment is individual. Each claim is heard
separately. And the Order issued relative to a particular claim applies only to said
claim, leaving the other claims unaffected, as each claim is considered separate and
distinct from the others. Obviously, in the event that an appeal from an Order
allowing or disallowing a particular claim is made, only said claim is affected, leaving
the others to proceed with their ordinary course. In such case, the original records of
the proceeding are not elevated to the appellate court. They remain with the
liquidation court. In lieu of the original record, a record of appeal is instead required
to be prepared and transmitted to the appellate court.

Inevitably, multiple appeals are allowed in liquidation proceedings. Consequently, a


record on appeal is necessary in each and every appeal made. Hence, the period to
appeal therefrom should be thirty (30) days, a record on appeal being required.
(Record pp. 162-164).

In G.R. No. 112991 (the case of the Stockholders/Investors), the Liquidator's notice of appeal was
filed on time, having been filed on the 23rd day of receipt of the order granting the claims of the
Stockholders/Investors. However, the Liquidator did not file a record on appeal with the result that he
failed to perfect his appeal. As already stated a record on appeal is required under the Interim Rules
and Guidelines in special proceedings and for cases where multiple appeals are allowed. The
reason for this is that the several claims are actually separate ones and a decision or final order with
respect to any claim can be appealed. Necessarily the original record on appeal must remain in the
trial court where other claims may still be pending.

Because of the Liquidator's failure to perfect his appeal, the order granting the claims of the
Stockholders/Investors became final. Consequently. the Fourteenth Division's decision dismissing
the Liquidator's Petition for Certiorari,Prohibition and Mandamus must be affirmed albeit for a
different reason.

On the other hand, in G.R. No. 109373 (case of the Labor Union), we find that the Fifth Division
correctly granted the Liquidator's Petition for Certiorari. Prohibition and Mandamus. As already
noted, the Liquidator filed a notice of appeal and a motion for extension to file a record on appeal on
December 10, 1991, i.e., within 30 days of his receipt of the order granting the Union's claim.
Without waiting for the resolution of his motion for extension, he filed on December 20, 1991 within
the extension sought a record on appeal. Respondent judge thus erred in disallowing the notice on
appeal and denying the Liquidator's motion for extension to file a record on appeal.
The Fifth Division of the Court of Appeals correctly granted the Liquidator's Petition for Certiorari,
Prohibition and Mandamus and its decision should, therefore, be affirmed.

Second. In G.R. No. 109373, The Union claims that under 29 of Rep. Act No. 265, the court
merely assists in adjudicating the claims of creditors, preserves the assets of the institution,
and implements the liquidation plan approved by the Monetary Board and that, therefore, as
representative of the Monetary Board, the Liquidator cannot question the order of the court or appeal
from it. It contends that since the Monetary Board had previously admitted PaBC's liability to the
laborers by in fact setting aside the amount of P112,234,292.44 for the payment of their claims,
there was nothing else for the Liquidator to do except to comply with the order of the court.

The Union's contention is untenable. In liquidation proceedings, the function of the trial court is not
limited to assisting in the implementation of the orders of the Monetary Board. Under the same
section (29) of the law invoked by the Union, the court has authority to set aside the decision of the
Monetary Board "if there is a convincing proof that the action is plainly arbitrary and made in bad
faith." 14 As this Court held in Rural Bank of Buhi, Inc. v. Court of Appeals: 15

There is no question, that the action of the monetary Board in this regard may be
subject to judicial review. Thus, it has been held that the Court's may interfere with
the Central Bank's exercise of discretion in determining whether or not a distressed
bank shall be supported or liquidated. Discretion has its limits and has never been
held to include arbitrariness, discrimination or bad faith (Ramos v. Central Bank of
the Philippines, 41 SCRA 567 [1971]).

In truth, the Liquidator is the representative not only of the Central Bank but also of the insolvent
bank. Under 28A-29 of Rep. Act No. 265 he acts in behalf of the bank "personally or through
counsel as he may retain, in all actions or proceedings or against the corporation" and he has
authority "to do whatever may be necessary for these purposes." This authority includes the power
to appeal from the decisions or final orders of the court which he believes to be contrary to the
interest of the bank.

Finally the Union contends that the notice of appeal and motion for extension of time to file the
record on appeal filed in behalf of the Central Bank was not filed by the office of the Solicitor General
as counsel for the Central Bank. This contention has no merit. On October 22, 1992, as Assistant
Solicitor General Cecilio O. Estoesta informed the trial court in March 27, 1992, the OSG had
previously authorized lawyers of the PDIC to prepare and sign pleadings in the case. 16 Conformably
thereto the Notice of Appeal and the Motion for Additional Time to submit Record on Appeal filed
were jointly signed by Solicitor Reynaldo I. Saludares in behalf of the OSG and by lawyers of the
PDIC. 17

WHEREFORE, in G.R. No. 109373 and G.R. No 112991, the decisions appealed from are
AFFIRMED.

SO ORDERED.

Narvasa, C.J., Bidin, Regalado and Puno, JJ. concur.

Footnotes
1 MB Resolution No. 1233 issued on November 22, 1995.

2 Renan v. Santos, Special Assistant to the Governor of the Central Bank of the
Philippines.

3 Docketed as SP Proc. No. 86-35313.

4 MB Resolution No. 537.

5 The dispositive portion of the order, dated September 13, 1991, reads:

WHEREFORE, the Court hereby directs the Liquidator to immediately compute and
pay the following monetary claims of the plaintiffs/intervenors:

a) Holiday pay covering the period from November 1, 1974 to October 31, 1985;

b) 13th month pay in 1985 and salary differential pay to employees with permanent
appointments as of January 1982 including the 28% salary increase under the 982
CBA, and

c) 1985 Christmas bonus;

d) Commutation and payment of all unused sick leave credits; and

e) The payment of 10% of the total claims as computed, due and paid to the
plaintiffs/intervenors' counsel, Atty. Potenciano A. Flores, as attorney's fees through
the Branch Clerk of Court.

The Monetary Claims of the plaintiffs/intervenors for the Emergency Leave Credits,
Hospital Assistance Funds, and Anniversary Increase are DENIED unless supporting
documents are presented by claimants/intervenors as attested by PaBC's physician
and/or responsible officers of the PaBC that they are entitled to said claims.

SO ORDERED.

6 The dispositive portion of the order, dated December 6, 1991, reads:

WHEREFORE, the Order of this Court dated September 13,1991 is hereby codified
and the Liquidator is ordered to immediately compute and pay the following monetary
claims of the plaintiffs/intervenors:

a) The claim for holiday pay covering the period from November 1, 1974 to October
31, 1985;

b) The claim for 28% salary differential pursuant to the CBA increase;

c) The claim for Christmas Bonus which should be pro rated based on the employees
length of service rendered up to 1985 when the Pacific Banking Corporation was
placed under liquidation; and
d) The claim for unused sick leave benefits which should be computed and paid
accordingly.

Furthermore, this Court orders:

a) The prorata payment of 13th month pay in accordance with the position taken by
the Liquidator provided in the Implementing Rules of the Department of Labor; and

b) Consistent with the previous orders of this Court payment of 10% attorneys fees
should be deducted from the total claims afforded to the plaintiffs/intervenors and
other employees of the bank (PaBC).

7 The dispositive portion of the trial court's order, dated September 11, 1992, reads:

WHEREFORE, premises considered, the Liquidator of PaBC is ordered to pay


claimants, through their Attorney-In-Fact Gonzalo C. Sy, their total investment of
US$2,531,632.18 as preferred creditors. Dividends and/or interest that accrued in
favor of claimants is hereby deferred pending study by the Liquidator who is hereby
ordered to submit his report and recommendation within thirty (30) days from receipt
of this Order.

8 Justice Serafin E. Camilon, Chairman and ponente, Justices Serafin V.C.


Guingona and Cancio C. Garcia, Members, concurring.

9 Justice Antonio M. Martinez, Chairman and ponente, Justices Artemon D. Luna


and Alicia Austria-Martinez, Members, concurring.

10 1. Interpleader when proper. Whenever conflicting claims upon the same


subject matter are or may be made against a person, who claims no interest
whatever in the subject matter, or an interest which in whole or in part is not disputed
by the claimants, he may bring an action against the conflicting claimants to compel
them to interplead and litigate their several claims among themselves.

11 1 MORAN COMMENTS ON THE RULES OF COURT 119-120


(1979), citing Hagans v. Wislizenus, 42 Phil. 880, 882, (1922).

12 Alvarez v. Commonwealth, 65 Phil. 302 (1938).

13 Rep. Act No. 265, 29, as amended.

14 Salud v. Central Bank of the Philippines, 143 SCRA 590 (1986).

15 162 SCRA 288 (1988).

16 Rollo, p. 41, G.R. No. 112991.

17 Annex "H" and "I", Rollo, CA-G.R. SP No. 27751.

Вам также может понравиться