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At the outset, the case should have been dismissed outright by the trial court cannot be presumed, but must be proved with reasonable degree of certainty. A
MACEDA, JR., * respondent. because of patent procedural infirmities (failure to prosecute, failure to file MFR court cannot rely on speculations, conjectures, or guesswork as to the fact and
G.R. No. 142591 April 30, 2003 within the fifteen-day period, allowing a second MFR, which is a prohibited amount of damages, but must depend upon competent proof that they have
pleading, and granting the same). been suffered by the injured party and on the best obtainable evidence of the
FACTS: On July 28, 1976, Bonifacio S. Maceda, Jr., herein Maceda, obtained a P7.3 actual amount thereof. It must point out specific facts which could afford a basis
Even without such serious procedural flaw, the case should also be dismissed for
million loan from the Development Bank of the Philippines for the construction of for measuring whatever compensatory or actual damages are borne.
utter lack of merit.
his New Gran Hotel Project in Tacloban City.
Considering our findings that there was no contract of deposit between the Chans
It must be stressed that Maceda's claim for damages is based on the Chans' failure
Thereafter, on September 29, 1976, Maceda entered into a building construction and Maceda or Moreman and that actually there were no more construction
to return or to release to him the construction materials and equipment deposited
contract with Moreman Builders Co., Inc., (Moreman). They agreed that the materials or equipment in the Chans' warehouse when Maceda made a demand
by Moreman to their warehouse.
construction would be finished not later than December 22, 1977. for their return, we hold that he has no right whatsoever to claim for damages.

Under Article 1311 of the Civil Code, contracts are binding upon the parties (and
Maceda purchased various construction materials and equipment in Manila. WHEREFORE, the petition is GRANTED. SO ORDERED.
their assigns and heirs) who execute them. When there is no privity of contract,
Moreman, in turn, deposited them in the warehouse of Wilson and Lily Chan,
there is likewise no obligation or liability to speak about and thus no cause of CA AGRO-INDUSTRIAL DEVELOPMENT CORP., petitioner, vs. THE HONORABLE
herein the Chans. The deposit was free of charge.
action arises. Specifically, in an action against the depositary, the burden is on the COURT OF APPEALS and SECURITY BANK AND TRUST COMPANY, respondents.
Unfortunately, Moreman failed to finish the construction of the hotel at the plaintiff to prove the bailment or deposit and the performance of conditions G.R. No. 90027 March 3, 1993
stipulated time. Hence, on February 1, 1978, Maceda filed with the then CFI an precedent to the right of action. A depositary is obliged to return the thing to the
action for rescission and damages against Moreman. depositor, or to his heirs or successors, or to the person who may have been Is the contractual relation between a commercial bank and another party in a
designated in the contract. contract of rent of a safety deposit box with respect to its contents placed by the
Meanwhile, during the pendency of the case, Maceda ordered the Chans to return
latter one of bailor and bailee or one of lessor and lessee?
to him the construction materials and equipment which Moreman deposited in In the present case, the record is bereft of any contract of deposit, oral or written,
their warehouse. The Chans, however, told them that Moreman withdrew those between the Chans and Maceda. If at all, it was only between the Chans and FACTS: On 3 July 1979, CA Agro (through its President, Sergio Aguirre) and the
construction materials in 1977. Moreman. And granting arguendo that there was indeed a contract of deposit spouses Ramon and Paula Pugao entered into an agreement whereby the former
between the Chans and Moreman, it is still incumbent upon Maceda to prove its purchased from the latter two (2) parcels of land for a consideration of
Hence, on December 11, 1985, Maceda filed with the RTC an action for damages
existence and that it was executed in his favor. However, Maceda miserably failed P350,625.00. Of this amount, P75,725.00 was paid as downpayment while the
with an application for a writ of preliminary attachment against the Chans.
to do so. The only pieces of evidence Maceda presented to prove the contract of balance was covered by three (3) postdated checks. Among the terms and
deposit were the delivery receipts. Significantly, they are unsigned and not duly conditions of the agreement embodied in a Memorandum of True and Actual
After the dismissal of the case for failure to prosecute, and several motions for
received or authenticated by either Moreman, the Chans or Maceda or any of Agreement of Sale of Land were that the titles to the lots shall be transferred to
reconsideration, the case was reinstated on January 10, 1995, or ten (10) years from
their authorized representatives. Hence, those delivery receipts have no probative CA Agro upon full payment of the purchase price and that the owner's copies of
the time the action was originally filed.
value at all. While our laws grant a person the remedial right to prosecute or the certificates of titles thereto shall be deposited in a safety deposit box of any
The RTC later ruled in favor of Maceda, thus ordering the Chans to pay for institute a civil action against another for the enforcement or protection of a right, bank. The same could be withdrawn only upon the joint signatures of a
damages as well as the return of the materials deposited in their warehouse. or the prevention or redress of a wrong, every cause of action ex-contractu must representative of the CA Agro and the Pugaos upon full payment of the purchase
be founded upon a contract, oral or written, express or implied. price. CA Agro, through Sergio Aguirre, and the Pugaos then rented Safety
The Chans then elevated the case to the Court of Appeals, which affirmed the
Deposit Box No. 1448 of Security Bank and Trust Company, a domestic banking
decision of the RTC, hence this present petition. Moreover, Maceda also failed to prove that there were construction materials and
corporation. For this purpose, both signed a contract of lease, which contains,
equipment in the Chans' warehouse at the time he made a demand for their
inter alia, the following conditions:

(1) Whether or not Maceda presented proof that the construction materials and
13. The bank is not a depositary of the contents of the safe and it has
Considering that Maceda failed to prove (1) the existence of any contract of
neither the possession nor control of the same.
equipment were actually in the Chans' warehouse when he asked that the same
deposit between him and the Chans, nor between the latter and Moreman in his
be turned over to him; and,
favor, and (2) that there were construction materials in the Chans' warehouse at 14. The bank has no interest whatsoever in said contents, except herein
the time of Maceda's demand to return the same, we hold that the Chans have expressly provided, and it assumes absolutely no liability in connection
(2) If so, does Maceda have the right to demand the release of the said materials
and equipment or claim for damages?
no corresponding obligation or liability to Maceda with respect to those therewith.
construction materials.
After the execution of the contract, two (2) renter's keys were given to the renters
Anent the issue of damages, the Chans are still not liable because, as expressly — one to Aguirre (for the CA Agro) and the other to the Pugaos. A guard key
provided for in Article 2199 of the Civil Code, actual or compensatory damages remained in the possession of the Security Bank. The safety deposit box has two
(2) keyholes, one for the guard key and the other for the renter's key, and can be because the full and absolute possession and control of the safety deposit box 1306 of the Civil Code, the parties thereto may establish such stipulations, clauses,
opened only with the use of both keys. CA Agro claims that the certificates of title was not given to the joint renters — the CA Agro and the Pugaos. The guard key terms and conditions as they may deem convenient, provided they are not
were placed inside the said box. of the box remained with the Security Bank; without this key, neither of the renters contrary to law, morals, good customs, public order or public policy. The
could open the box. On the other hand, Security Bank could not likewise open depositary's responsibility for the safekeeping of the objects deposited in the case
Thereafter, a certain Mrs. Margarita Ramos offered to buy from CA Agro the two
the box without the renter's key. In this case, the said key had a duplicate which at bar is governed by Title I, Book IV of the Civil Code. Accordingly, the depositary
(2) lots at a price of P225.00 per square meter which, as CA Agro alleged in its
was made so that both renters could have access to the box. would be liable if, in performing its obligation, it is found guilty of fraud,
complaint, translates to a profit of P100.00 per square meter or a total of
negligence, delay or contravention of the tenor of the agreement. In the absence
P280,500.00 for the entire property. Mrs. Ramos demanded the execution of a Hence, Article 1975 cannot be invoked as an argument against the deposit theory.
of any stipulation prescribing the degree of diligence required, that of a good
deed of sale which necessarily entailed the production of the certificates of title. Obviously, the first paragraph of such provision cannot apply to a depositary of
father of a family is to be observed. Hence, any stipulation exempting the
In view thereof, Aguirre, accompanied by the Pugaos, then proceeded to Security certificates, bonds, securities or instruments which earn interest if such documents
depositary from any liability arising from the loss of the thing deposited on
Bank to open the safety deposit box and get the certificates of title. However, are kept in a rented safety deposit box. It is clear that the depositary cannot open
account of fraud, negligence or delay would be void for being contrary to law and
when opened in the presence of the Bank's representative, the box yielded no the box without the renter being present.
public policy.
such certificates. Because of the delay in the reconstitution of the title, Mrs. Ramos
Moreover, the deposit theory itself does not altogether find unanimous support
withdrew her earlier offer to purchase the lots; as a consequence thereof, the CA In the instant case, CA Agro maintains that conditions 13 and 14 of the questioned
even in American jurisprudence. We agree with the CA Agro that under the latter,
Agro allegedly failed to realize the expected profit of P280,500.00. Hence, the contract of lease of the safety deposit box are void as they are contrary to law
the prevailing rule is that the relation between a bank renting out safe-deposit
latter filed on a complaint for damages against Security Bank with the CFI. and public policy. We find Ourselves in agreement with this proposition for
boxes and its customer with respect to the contents of the box is that of a bail or
indeed, said provisions are inconsistent with Security Bank's responsibility as a
In its Answer with Counterclaim, Security Bank alleged that the CA Agro has no and bailee, the bailment being for hire and mutual benefit.
depositary under Section 72(a) of the General Banking Act. Both exempt the latter
cause of action because of paragraphs 13 and 14 of the contract of lease;
from any liability except as contemplated in condition 8 thereof which limits its
The relation between a bank, safe-deposit company, or storage
corollarily, loss of any of the items or articles contained in the box could not give
duty to exercise reasonable diligence only with respect to who shall be admitted
company, and the renter of a safe-deposit box therein, is often
rise to an action against it.
to any rented safe, to wit:
described as contractual, express or implied, oral or written, in whole
The RTC rendered a decision in favor of Security Bank. CA Agro filed an appeal to or in part. But there is apparently no jurisdiction in which any rule
8. The Bank shall use due diligence that no unauthorized person shall
the CA, which affirmed the decision of the RTC, and denied CA Agro’s subsequent other than that applicable to bailments governs questions of the
be admitted to any rented safe and beyond this, the Bank will not be
motion for reconsideration; hence this present petition. liability and rights of the parties in respect of loss of the contents of
responsible for the contents of any safe rented from it.
safe-deposit boxes.
Furthermore, condition 13 stands on a wrong premise and is contrary to the actual
In the context of our laws which authorize banking institutions to rent out safety
practice of the Bank. It is not correct to assert that the Bank has neither the
1. Whether the contract for the rent of the safety deposit box is actually a contract
deposit boxes, it is clear that in this jurisdiction, the prevailing rule in the United
possession nor control of the contents of the box since in fact, the safety deposit
of deposit, not a contract of lease, and so Security Bank is liable for the loss of the
States has been adopted. Section 72 of the General Banking Act 23 pertinently
box itself is located in its premises and is under its absolute control; moreover,
certificates of title pursuant to Article 1972 of the said Code which provides:
Security Bank keeps the guard key to the said box. As stated earlier, renters cannot
Art. 1972. The depositary is obliged to keep the thing safely and to return it, when open their respective boxes unless the Bank cooperates by presenting and using
Sec. 72. In addition to the operations specifically authorized elsewhere
required, to the depositor, or to his heirs and successors, or to the person who this guard key. Clearly then, to the extent above stated, the foregoing conditions
in this Act, banking institutions other than building and loan
may have been designated in the contract. His responsibility, with regard to the in the contract in question are void and ineffective. It has been said:
associations may perform the following services:
safekeeping and the loss of the thing, shall be governed by the provisions of Title
With respect to property deposited in a safe-deposit box by a
I of this Book. (a) Receive in custody funds, documents, and valuable objects, and
customer of a safe-deposit company, the parties, since the relation is
rent safety deposit boxes for the safeguarding of such effects.
2. Whether conditions 13 and 14 of the questioned contract are contrary to law a contractual one, may by special contract define their respective
and public policy and should be declared null and void. xxx xxx xxx duties or provide for increasing or limiting the liability of the deposit
company, provided such contract is not in violation of law or public
RULING: 1. NO. 2. YES The banks shall perform the services permitted under subsections (a),
policy. It must clearly appear that there actually was such a special
(b) and (c) of this section as depositories or as agents.
contract, however, in order to vary the ordinary obligations implied by
We agree with the CA Agro's contention that the contract for the rent of the safety
law from the relationship of the parties; liability of the deposit
deposit box is not an ordinary contract of lease as defined in Article 1643 of the Note that the primary function is still found within the parameters of a contract of
company will not be enlarged or restricted by words of doubtful
Civil Code. However, We do not fully subscribe to its view that the same is a deposit, i.e., the receiving in custody of funds, documents and other valuable
meaning. The company, in renting safe-deposit boxes, cannot exempt
contract of deposit that is to be strictly governed by the provisions in the Civil objects for safekeeping. The renting out of the safety deposit boxes is not
itself from liability for loss of the contents by its own fraud or
Code on deposit. The contract in the case at bar is a special kind of deposit. It independent from, but related to or in conjunction with, this principal function. A
negligence or that of its agents or servants, and if a provision of the
cannot be characterized as an ordinary contract of lease under Article 1643 contract of deposit may be entered into orally or in writing and, pursuant to Article
contract may be construed as an attempt to do so, it will be held
ineffective for the purpose. Although it has been held that the lessor
of a safe-deposit box cannot limit its liability for loss of the contents
thereof through its own negligence, the view has been taken that such
a lessor may limits its liability to some extent by agreement or

Thus, the case should be dismissed. In the instant case, the Security Bank's
exoneration cannot be based on or proceed from a characterization of the
impugned contract as a contract of lease, but rather on the fact that no competent
proof was presented to show that Security Bank was aware of the agreement
between the CA Agro and the Pugaos to the effect that the certificates of title
were withdrawable from the safety deposit box only upon both parties' joint
signatures, and that no evidence was submitted to reveal that the loss of the
certificates of title was due to the fraud or negligence of the Security Bank. This
in turn flows from this Court's determination that the contract involved was one
of deposit. Since both the CA Agro and the Pugaos agreed that each should have
one (1) renter's key, it was obvious that either of them could ask the Bank for
access to the safety deposit box and, with the use of such key and the Bank's own
guard key, could open the said box, without the other renter being present.

Since, however, CA Agro cannot be blamed for the filing of the complaint and no
bad faith on its part had been established, the trial court erred in condemning the
CA Agro to pay the Security Bank attorney's fees. To this extent, the Decision of
the Court of Appeals must be modified.

WHEREFORE, the Petition for Review is DENIED for lack of merit. SO ORDERED.