Pantaleon vs. Amex, G.R. No.

174269, May 8 2009

FACTS:
After the Amsterdam incident that happened involving the delay of American Express Card to
approve his credit card purchases worth US$13,826.00 at the Coster store, Pantaleon commenced
a complaint for moral and exemplary damages before the RTC against American Express. He
said that he and his family experienced inconvenience and humiliation due to the delays in credit
authorization. RTC rendered a decision in favor of Pantaleon. CA reversed the award of damages
in favor of Pantaleon, holding that AmEx had not breached its obligations to Pantaleon, as the
purchase at Coster deviated from Pantaleon's established charge purchase pattern.

ISSUE:
1. Whether AmEx had committed a breach of its obligations to Pantaleon.
2. Whether AmEx is liable for damages.

RULING:
1. Yes. The popular notion that credit card purchases are approved “within seconds,” there really
is no strict, legally determinative point of demarcation on how long must it take for a credit card
company to approve or disapprove a customer’s purchase, much less one specifically contracted
upon by the parties. One hour appears to be patently unreasonable length of time to approve or
disapprove a credit card purchase.

The culpable failure of AmEx herein is not the failure to timely approve petitioner’s purchase,
but the more elemental failure to timely act on the same, whether favorably or unfavorably. Even
assuming that AmEx’s credit authorizers did not have sufficient basis on hand to make a
judgment, we see no reason why it could not have promptly informed Pantaleon the reason for
the delay, and duly advised him that resolving the same could take some time.

2. Yes. The reason why Pantaleon is entitled to damages is not simply because AmEx incurred
delay, but because the delay, for which culpability lies under Article 1170, led to the particular
injuries under Article 2217 of the Civil Code for which moral damages are remunerative. The
somewhat unusual attending circumstances to the purchase at Coster – that there was a deadline
for the completion of that purchase by petitioner before any delay would redound to the injury of
his several traveling companions – gave rise to the moral shock, mental anguish, serious anxiety,
wounded feelings and social humiliation sustained by Pantaleon, as concluded by the RTC.
Gironella vs. PNB, G.R. No. 194515. September 16, 2015

FACTS:
On November 11, 1991 and January 16, 1992, the Spouses Oscar and Gina Gironella obtained
two co-terminus loans amounting to 7,500,000 php and 2,000,000 php from Philippine National
Bank (PNB) for the construction of the Dagupan Village Hotel and Sports Complex. Both loans
were payable on installment and secured by the same real estate mortgage over a parcel of land
covered by TCT No. 56059 in favor of PNB. In May 1992, the Spouses Gironella applied for
another loan amounting to PhP5,800,000 for the construction of a disco-restaurant and bar and
the purchase of a generator set. From the period of February 1993 to October 2, 1995, the
Spouses Gironella paid PhP4,219,000 in total for their first two loans. The Spouses Gironella
defaulted in paying the prior two loans.

The Spouses alleged that: (1) they were made to believe by PNB that their third loan would be
approved, (2) they were directed to proceed with their expansion plans and (3) there would be a
loan restructuring. Thus, they the income generated by the hotel while the third was pending.
In January and April 1998, the Spouses Gironella paid a total of PhP2,650,000 allegedly to effect
the restructuring of their loans. Despite restructuring negotiations, PNB filed a petition to
foreclose the mortgaged property on May 29, 1996 and April 17, 1998 and a Notice of Extra-
judicial Foreclosure Sale. The final foreclosure was subsequently stalled but was refiled on July
25, 2000 after failure to agree on the restructuring.

Spouses Gironella filed a complaint before the RTC with prayer for issuance of a Temporary
Restraining Order (TRO) and preliminary injunction to enjoin the enforcement of the original
credit agreements and the foreclosure of the mortgaged property. The RTC issued the TRO and
Writ of Preliminary injunction and subsequently, grant the complaint by ruling that there was a
binding credit restructuring agreement. On Motion for Partial Reconsideration, RTC clarified
that actual and compensatory damages to reckon from the date of the filing of the amended
complaint and declared permanent the writ of preliminary injunction. PNB filed a petition an
appeal to the CA arguing that the letters sent on January 2000 and February 7, 2000 were not
perfected since there was only a qualified acceptance equivalent to a counter-offer. The CA
ruled in favor of PNB stating that bare allegations of abuse of right by PNB on giving the
Spouses Gironella false hope was insufficient to grant them damages.

ISSUE:
Whether the CA is correct in ruling that there is no acceptance to perfect the credit restructuring
agreement.

HELD:
Yes. No restructured loan agreement at all that was perfected. There are 3 distinct stages of a
contract: (1) preparation or negotiation (2) perfection and (3) consummation. The credit
restructuring loan was in the negotiation stage. The application for additional loan separate from
the first two credit loans was also in the negotiation stage. The approval of the additional loan is
not contingent on the representation of the PNB officers as PNB must comply with the General
Banking Law to assess based on specific legal banking requirements. Thus, it cannot be
approved without qualification. A contract is perfected by mere consent. In turn, consent is
manifested by the meeting of the offer and the acceptance upon the thing and the cause which are
to constitute the contract. The offer must be certain and the acceptance seasonable and absolute.
If qualified, the acceptance would merely constitute a counter-offer as what occurred in this case.
To reach that moment of perfection, the parties must agree on the same thing in the same sense,
so that their minds meet as to all the terms. They must have a distinct intention common to both
and without doubt or difference; until all understand alike, there can be no assent, and therefore
no contract. The minds of parties must meet at every point; nothing can be left open for further
arrangement. So long as there is any uncertainty or indefiniteness, or future negotiations or
considerations to be had between the parties, there is not a completed contract, and in fact, there
is no contract at all.

The Spouses Gironella's payments under its original loan account cannot be considered as partial
execution of the proposed restructuring loan agreement. Negotiation begins from the time the
prospective contracting parties manifest their interest in the contract and ends at the moment of
agreement of the parties. Once there is concurrence of the offer and acceptance of the object and
cause, the stage of negotiation is finished. Since there was a counter-offer, the parties were not
past the stage of negotiation.
BPI vs. CA, G.R. No. 133632, February 15, 2002

Facts:
Frank Roa obtained a loan from Ayala Investment and Development Corporation (AIDC), for the
construction of his house. Said house and lot were mortgaged to AIDC to secure the loan. Roa
sold the properties to ALS and Litonjua, the latter paid in cash and assumed the balance of Roa’s
indebtedness with AIDC. AIDC was not willing to extend the old interest to private respondents
and proposed a grant of new loan of PhP500,000 with higher interest to be applied to Roa’s debt,
secured by the same property. Private respondents executed a mortgage deed containing the
stipulation. The loan contract was signed on March 31, 1981 and was perfected on September 13,
1982, when the full loan was released to private respondents.

BPIIC, AIDC’s successor, released to private respondents PhP7,146.87, purporting to be wha

was left of their loan after full payment of Roa’s loan. BPIIC filed for foreclosure proceedings on
the ground that private respondents failed to pay the mortgage indebtedness. Private respondents
maintained that they should not be made to pay amortization before the actual release of the
PhP500,000 loan. The suit was dismissed and affirmed by the CA.

Issue:
Whether a contract of loan is a consensual contract.

Ruling:
No. A loan contract is not a consensual contract but a real contract. It is perfected only upon
delivery of the object of the contract. A contract of loan involves a reciprocal obligation, wherein
the obligation or promise of each party is the consideration for that of the other. It is a basic
principle in reciprocal obligations that neigher party incurs in delay, if the other does not comply
or is not ready to comply in a proper manner with what is incumbent upon him.