FIRST DIVISION

[G.R. No. 114286. April 19, 2001.]

THE CONSOLIDATED BANK AND TRUST CORPORATION

(SOLIDBANK), petitioner, vs. THE COURT OF APPEALS,
CONTINENTAL CEMENT CORPORATION, GREGORY T..
LIM and SPOUSE, respondents.

Delos Reyes Bañaga Briones and Associates for petitioner.

Gil Venerando R. Racho for private respondents.

SYNOPSIS

Respondents Continental Cement Corporation and Gregory T. Lim obtained

from petitioner Consolidated Bank And Trust Corporation (CBTC) a letter of
credit in the amount of P1,068,150.00. The Corporation paid a marginal deposit of
P320,445.00 to the petitioner. In relation to the same transaction, the Corporation,
with Lim as signatory, executed a trust receipt for the amount of P1,001,520.93.
The petitioner filed a complaint for sum of money against respondents herein on
the claim that they failed to turn over the goods covered by the trust receipt or the
proceeds thereof. The respondents averred that the transaction between them was a
simple loan and not a trust receipt and the amount claimed did not account for the
payments already made. The trial court rendered its decision dismissing the
complaint and ordered petitioner to pay respondents the amounts, under their
counterclaim. Both parties appealed to the Court of Appeals, which partially
modified the decision deleting the award of attorney's fees in favor of petitioner,
and instead ordered respondent Corporation to pay petitioner attorney's fees and
litigation expenses. Hence, the instant petition.

The Supreme Court affirmed the decision of the Court of Appeals.

According to the Court by all indications there was really no trust receipt
transaction that took place. Evidently, the respondent corporation was required to
sign a trust receipt simply to facilitate collection by petitioner of the loan it had
extended to the former.

SYLLABUS

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 1. COMMERCIAL LAW; LETTERS OF CREDIT; MARGINAL
DEPOSIT SHOULD BE SET OFF FIRST BEFORE COMPUTING INTEREST
THEREON; RATIONALE; APPLICATION IN CASE AT BAR. — Moreover,
petitioner's contention that the marginal deposit made by respondent Corporation
should not be deducted outright from the amount of the letter of credit is
untenable. Petitioner argues that the marginal deposit should be considered only
after computing the principal plus accrued interests and other charges. However, to
sustain petitioner on this score would be to countenance a clear case of unjust
enrichment, for while a marginal deposit earns no interest in favor of the
debtor-depositor, the bank is not only able to use the same for its own purposes,
interest-free, but is also able to earn interest on the money loaned to respondent
Corporation. Indeed, it would be onerous to compute interest and other charges on
the face value of the letter of credit which the petitioner issued, without first
crediting or setting off the marginal deposit which the respondent Corporation paid
to it. Compensation is proper and should take effect by operation of law because
the requisites in Article 1279 of the Civil Code are present and should extinguish
both debts to the concurrent amount. Hence, the interests and other charges on the
subject letter of credit should be computed only on the balance of P681,075.93,
which was the portion actually loaned by the bank to respondent Corporation.

2. CIVIL LAW; LOAN; INTEREST RATES; THERE SHOULD

ALWAYS BE A REFERENCE RATE UPON WHICH TO PEG A VARIABLE
INTEREST RATE; NOT PRESENT IN CASE AT BAR. — While it may be
acceptable, for practical reasons given the fluctuating economic conditions, for
banks to stipulate that interest rates on a loan not be fixed and instead be made
dependent upon prevailing market conditions, there should always be a reference
rate upon which to peg such variable interest rates. An example of such a valid
variable interest rate was found in Polotan, Sr. v. Court of Appeals. In that case,
the contractual provision stating that "if there occurs any change in the prevailing
market rates, the new interest rate shall be the guiding rate in computing the
interest due on the outstanding obligation without need of serving notice to the
Cardholder other than the required posting on the monthly statement served to the
Cardholder" was considered valid. The aforequoted provision was upheld
notwithstanding that it may partake of the nature of an escalation clause, because
at the same time it provides for the decrease in the interest rate in case the
prevailing market rates dictate its reduction. In other words, unlike the stipulation
subject of the instant case, the interest rate involved in the Polotan case is
designed to be based on the prevailing market rate. On the other hand, a stipulation
ostensibly signifying an agreement to "any increase or decrease in the interest
rate," without more, cannot be accepted by this Court as valid for it leaves solely
to the creditor the determination of what interest rate to charge against an
outstanding loan.

3. ID.; ID.; SIMPLE LOAN AND TRUST RECEIPT TRANSACTION,

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 DISTINGUISHED; CASE AT BAR. — The recent case of Colinares v. Court of
Appeals appears to be foursquare with the facts obtaining in the case at bar. There,
we found that inasmuch as the debtor received the goods subject of the trust
receipt before the trust receipt itself was entered into, the transaction in question
was a simple loan and not a trust receipt agreement. Prior to the date of execution
of the trust receipt, ownership over the goods was already transferred to the debtor.
This situation is inconsistent with what normally obtains in a pure trust receipt
transaction, wherein the goods belong in ownership to the bank and are only
released to the importer in trust after the loan is granted. In the case at bar, as in
Colinares, the delivery to respondent Corporation of the goods subject of the trust
receipt occurred long before the trust receipt itself was executed. More
specifically, delivery of the bunker fuel oil to respondent Corporation's Bulacan
plant commenced on July 7, 1982 and was completed by July 19, 1982. Further,
the oil was used up by respondent Corporation in its normal operations by August,
1982. On the other hand, the subject trust receipt was only executed nearly two
months after full delivery of the oil was made to respondent Corporation, or on
September 2, 1982. The danger in characterizing a simple loan as a trust receipt
transaction was explained in Colinares, to wit: The Trust Receipts Law does not
seek to enforce payment of the loan, rather it punishes the dishonesty and abuse of
confidence in the handling of money or goods to the prejudice of another
regardless of whether the latter is the owner. Here, it is crystal clear that on the
part of Petitioners there was neither dishonesty nor abuse of confidence in the
handling of money to the prejudice of PBC. Petitioners continually endeavored to
meet their obligations, as shown by several receipts issued by PBC acknowledging
payment of the loan. The Information charges Petitioners with intent to defraud
and misappropriating the money for their personal use. The mala prohibita nature
of the alleged offense notwithstanding, intent as a state of mind was not proved to
be present in Petitioners' situation. Petitioners employed no artifice in dealing with
PBC and never did they evade payment of their obligation nor attempt to abscond.
Instead, Petitioners sought favorable terms precisely to meet their obligation. Also
noteworthy is the fact that Petitioners are not importers acquiring the goods for
re-sale, contrary to the express provision embodied in the trust receipt. They are
contractors who obtained the fungible goods for their construction project. At no
time did title over the construction materials pass to the bank, but directly to the
Petitioners from CM Builders Centre. This impresses upon the trust receipt in
question vagueness and ambiguity, which should not be the basis for criminal
prosecution in the event of violation of its provisions. The practice of banks of
making borrowers sign trust receipts to facilitate collection of loans and place
them under the threats of criminal prosecution should they be unable to pay it may
be unjust and inequitable, if not reprehensible. Such agreements are contracts of
adhesion which borrowers have no option but to sign lest their loan be
disapproved. The resort to this scheme leaves poor and hapless borrowers at the
mercy of banks, and is prone to misinterpretation, as had happened in this case.
Eventually, PBC showed its true colors and admitted that it was only after
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 collection of the money, as manifested by its Affidavit of Desistance.

4. COMMERCIAL LAW; CORPORATION; PERSONALITY

THEREOF SEPARATE AND DISTINCT FROM THE PERSONS COMPOSING
IT; PRESENT IN CASE AT BAR. — Petitioner's argument that respondent
Corporation and respondent Lim and his spouse are one and the same cannot be
sustained. The transactions sued upon were clearly entered into by respondent Lim
in his capacity as Executive Vice President of respondent Corporation. We stress
the hornbook law that corporate personality is a shield against personal liability of
its officers. Thus, we agree that respondents Gregory T. Lim and his spouse cannot
be made personally liable since respondent Lim entered into and signed the
contract clearly in his official capacity as Executive Vice-President. The
personality of the corporation is separate and distinct from the persons composing
it.

DECISION

YNARES-SANTIAGO, J : p

The instant petition for review seeks to partially set aside the July 26, 1993
Decision 1(1) of respondent Court of Appeals in CA-G.R. CV No. 29950, insofar
as it orders petitioner to reimburse respondent Continental Cement Corporation the
amount of P490,228.90 with interest thereon at the legal rate from July 26, 1988
until fully paid. The petition also seeks to set aside the March 8, 1994 Resolution
2(2) of respondent Court of Appeals denying its Motion for Reconsideration.

The facts are as follows:

On July 13, 1982, respondents Continental Cement Corporation

(hereinafter, respondent Corporation) and Gregory T. Lim (hereinafter, respondent
Lim) obtained from petitioner Consolidated Bank and Trust Corporation Letter of
Credit No. DOM-23277 in the amount of P1,068,150.00 On the same date,
respondent Corporation paid a marginal deposit of P320,445.00 to petitioner. The
letter of credit was used to purchase around five hundred thousand liters of bunker
fuel oil from Petrophil Corporation, which the latter delivered directly to
respondent Corporation in its Bulacan plant. In relation to the same transaction, a
trust receipt for the amount of P1,001,520.93 was executed by respondent
Corporation, with respondent Lim as signatory.

Claiming that respondents failed to turn over the goods covered by the trust
receipt or the proceeds thereof, petitioner filed a complaint for sum of money with
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 application for preliminary attachment 3(3) before the Regional Trial Court of
Manila. In answer to the complaint, respondents averred that the transaction
between them was a simple loan and not a trust receipt transaction, and that the
amount claimed by petitioner did not take into account payments already made by
them. Respondent Lim also denied any personal liability in the subject
transactions. In a Supplemental Answer, respondents prayed for reimbursement of
alleged overpayment to petitioner of the amount of P490,228.90.

At the pre-trial conference, the parties agreed on the following issues:

1) Whether or not the transaction involved is a loan transaction or

a trust receipt transaction;

2) Whether or not the interest rates charged against the defendants

by the plaintiff are proper under the letter of credit, trust receipt and under
existing rules or regulations of the Central Bank;

3) Whether or not the plaintiff properly applied the previous

payment of P300,456.27 by the defendant corporation on July 13, 1982 as
payment for the latter's account; and

4) Whether or not the defendants are personally liable under the

transaction sued for in this case. 4(4)

On September 17, 1990, the trial court rendered its Decision, 5(5)
dismissing the Complaint and ordering petitioner to pay respondents the following
amounts under their counterclaim: P490,228.90 representing overpayment of
respondent Corporation, with interest thereon at the legal rate from July 26, 1988
until fully paid; P10,000.00 as attorney's fees; and costs.

Both parties appealed to the Court of Appeals, which partially modified the
Decision by deleting the award of attorney's fees in favor of respondents and,
instead, ordering respondent Corporation to pay petitioner P37,469.22 as and for
attorney's fees and litigation expenses.

Hence, the instant petition raising the following issues:

1. WHETHER OR NOT THE RESPONDENT APPELLATE COURT

ACTED INCORRECTLY OR COMMITTED REVERSIBLE
ERROR IN HOLDING THAT THERE WAS OVERPAYMENT BY
PRIVATE RESPONDENTS TO THE PETITIONER IN THE
AMOUNT OF P490,228.90 DESPITE THE ABSENCE OF ANY
COMPUTATION MADE IN THE DECISION AND THE
ERRONEOUS APPLICATION OF PAYMENTS WHICH IS IN
VIOLATION OF THE NEW CIVIL CODE.

2. WHETHER OR NOT THE MANNER OF COMPUTATION OF

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 THE MARGINAL DEPOSIT BY THE RESPONDENT
APPELLATE COURT IS IN ACCORDANCE WITH BANKING
PRACTICE.

3. WHETHER OR NOT THE AGREEMENT AMONG THE

PARTIES AS TO THE FLOATING OF INTEREST RATE IS
VALID UNDER APPLICABLE JURISPRUDENCE AND THE
RULES AND REGULATIONS OF THE CENTRAL BANK.

4. WHETHER OR NOT THE RESPONDENT APPELLATE COURT

GRIEVOUSLY ERRED IN NOT CONSIDERING THE
TRANSACTION AT BAR AS A TRUST RECEIPT
TRANSACTION ON THE BASIS OF THE JUDICIAL
ADMISSIONS OF THE PRIVATE RESPONDENTS AND FOR
WHICH RESPONDENTS ARE LIABLE THEREFOR.

5. WHETHER OR NOT THE RESPONDENT APPELLATE COURT

GRIEVOUSLY ERRED IN NOT HOLDING PRIVATE
RESPONDENT SPOUSES LIABLE UNDER THE TRUST
RECEIPT TRANSACTION. 6(6)

The petition must be denied.

On the first issue respecting the fact of overpayment found by both the
lower court and respondent Court of Appeals, we stress the time-honored rule that
findings of fact by the Court of Appeals especially if they affirm factual findings
of the trial court will not be disturbed by this Court, unless these findings are not
supported by evidence. 7(7)

Petitioner decries the lack of computation by the lower court as basis for its
ruling that there was an overpayment made. While such a computation may not
have appeared in the Decision itself, we note that the trial court's finding of
overpayment is supported by evidence presented before it. At any rate, we
painstakingly reviewed and computed the payments together with the interest and
penalty charges due thereon and found that the amount of overpayment made by
respondent Bank to petitioner, i.e., P563,070.13, was more than what was ordered
reimbursed by the lower court. However, since respondents did not file an appeal
in this case, the amount ordered reimbursed by the lower court should stand.

Moreover, petitioner's contention that the marginal deposit made by

respondent Corporation should not be deducted outright from the amount of the
letter of credit is untenable. Petitioner argues that the marginal deposit should be
considered only after computing the principal plus accrued interests and other
charges. However, to sustain petitioner on this score would be to countenance a
clear case of unjust enrichment, for while a marginal deposit earns no interest in
favor of the debtor-depositor, the bank is not only able to use the same for its own
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 purposes, interest-free, but is also able to earn interest on the money loaned to
respondent Corporation. Indeed, it would be onerous to compute interest and other
charges on the face value of the letter of credit which the petitioner issued, without
first crediting or setting off the marginal deposit which the respondent Corporation
paid to it. Compensation is proper and should take effect by operation of law
because the requisites in Article 1279 of the Civil Code are present and should
extinguish both debts to the concurrent amount. 8(8)

Hence, the interests and other charges on the subject letter of credit should
be computed only on the balance of P681,075.93, which was the portion actually
loaned by the bank to respondent Corporation.

Neither do we find error when the lower court and the Court of Appeals set
aside as invalid the floating rate of interest exhorted by petitioner to be applicable.
The pertinent provision in the trust receipt agreement of the parties fixing the
interest rate states:

I, WE jointly and severally agree to any increase or decrease in the

interest rate which may occur after July 1, 1981, when the Central Bank
floated the interest rate, and to pay additionally the penalty of 1% per month
until the amount/s or installment/s due and unpaid under the trust receipt on
the reverse side hereof is/are fully paid. 9(9)

We agree with respondent Court of Appeals that the foregoing stipulation is

invalid, there being no reference rate set either by it or by the Central Bank,
leaving the determination thereof at the sole will and control of petitioner.

While it may be acceptable, for practical reasons given the fluctuating

economic conditions, for banks to stipulate that interest rates on a loan not be fixed
and instead be made dependent upon prevailing market conditions, there should
always be a reference rate upon which to peg such variable interest rates. An
example of such a valid variable interest rate was found in Polotan, Sr. v. Court of
Appeals. 10(10) In that case, the contractual provision stating that "if there occurs
any change in the prevailing market rates, the new interest rate shall be the
guiding rate in computing the interest due on the outstanding obligation without
need of serving notice to the Cardholder other than the required posting on the
monthly statement served to the Cardholder" 11(11) was considered valid. The
aforequoted provision was upheld notwithstanding that it may partake of the
nature of an escalation clause, because at the same time it provides for the
decrease in the interest rate in case the prevailing market rates dictate its reduction.
In other words, unlike the stipulation subject of the instant case, the interest rate
involved in the Polotan case is designed to be based on the prevailing market rate.
On the other hand, a stipulation ostensibly signifying an agreement to "any
increase or decrease in the interest rate," without more, cannot be accepted by this
Court as valid for it leaves solely to the creditor the determination of what interest
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 rate to charge against an outstanding loan.

Petitioner has also failed to convince us that its transaction with respondent
Corporation is really a trust receipt transaction instead of merely a simple loan, as
found by the lower court and the Court of Appeals.

The recent case of Colinares v. Court of Appeals 12(12) appears to be

foursquare with the facts obtaining in the case at bar. There, we found that
inasmuch as the debtor received the goods subject of the trust receipt before the
trust receipt itself was entered into, the transaction in question was a simple loan
and not a trust receipt agreement. Prior to the date of execution of the trust receipt,
ownership over the goods was already transferred to the debtor. This situation is
inconsistent with what normally obtains in a pure trust receipt transaction, wherein
the goods belong in ownership to the bank and are only released to the importer in
trust after the loan is granted.

In the case at bar, as in Colinares, the delivery to respondent Corporation of

the goods subject of the trust receipt occurred long before the trust receipt itself
was executed. More specifically, delivery of the bunker fuel oil to respondent
Corporation's Bulacan plant commenced on July 7, 1982 and was completed by
July 19, 1982. 13(13) Further, the oil was used up by respondent Corporation in its
normal operations by August, 1982. 14(14) On the other hand, the subject trust
receipt was only executed nearly two months after full delivery of the oil was
made to respondent Corporation, or on September 2, 1982.

The danger in characterizing a simple loan as a trust receipt transaction was

explained in Colinares, to wit:

The Trust Receipts Law does not seek to enforce payment of the
loan, rather it punishes the dishonesty and abuse of confidence in the
handling of money or goods to the prejudice of another regardless of
whether the latter is the owner. Here, it is crystal clear that on the part of
Petitioners there was neither dishonesty nor abuse of confidence in the
handling of money to the prejudice of PBC. Petitioners continually
endeavored to meet their obligations, as shown by several receipts issued by
PBC acknowledging payment of the loan.

The Information charges Petitioners with intent to defraud and

misappropriating the money for their personal use. The mala prohibita
nature of the alleged offense notwithstanding, intent as a state of mind was
not proved to be present in Petitioners' situation. Petitioners employed no
artifice in dealing with PBC and never did they evade payment of their
obligation nor attempt to abscond. Instead, Petitioners sought favorable
terms precisely to meet their obligation.

Also noteworthy is the fact that Petitioners are not importers

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 acquiring the goods for re-sale, contrary to the express provision embodied
in the trust receipt. They are contractors who obtained the fungible goods for
their construction project. At no time did title over the construction materials
pass to the bank, but directly to the Petitioners from CM Builders Centre.
This impresses upon the trust receipt in question vagueness and ambiguity,
which should not be the basis for criminal prosecution in the event of
violation of its provisions.

The practice of banks of making borrowers sign trust receipts to

facilitate collection of loans and place them under the threats of criminal
prosecution should they be unable to pay it may be unjust and inequitable, if
not reprehensible. Such agreements are contracts of adhesion which
borrowers have no option but to sign lest their loan be disapproved. The
resort to this scheme leaves poor and hapless borrowers at the mercy of
banks, and is prone to misinterpretation, as had happened in this case.
Eventually, PBC showed its true colors and admitted that it was only after
collection of the money, as manifested by its Affidavit of Desistance.

Similarly, respondent Corporation cannot be said to have been dishonest in

its dealings with petitioner. Neither has it been shown that it has evaded payment
of its obligations. Indeed, it continually endeavored to meet the same, as shown by
the various receipts issued by petitioner acknowledging payment on the loan.
Certainly, the payment of the sum of P1,832,158.38 on a loan with a principal
amount of only P681,075.93 negates any badge of dishonesty, abuse of confidence
or mishandling of funds on the part of respondent Corporation, which are the
gravamen of a trust receipt violation. Furthermore, respondent Corporation is not
an importer which acquired the bunker fuel oil for re-sale; it needed the oil for its
own operations. More importantly, at no time did title over the oil pass to
petitioner, but directly to respondent Corporation to which the oil was directly
delivered long before the trust receipt was executed. The fact that ownership of the
oil belonged to respondent Corporation, through its President, Gregory Lim, was
acknowledged by petitioner's own account officer on the witness stand, to wit:

Q After the bank opened a letter of credit in favor of Petrophil Corp. for
the account of the defendants thereby paying the value of the bunker
fuel oil what transpired next after that?

A Upon purchase of the bunker fuel oil and upon the requests of the
defendant possession of the bunker fuel oil were transferred to them.

Q You mentioned them to whom are you referring to?

A To the Continental Cement Corp. upon the execution of the trust

receipt acknowledging the ownership of the bunker fuel oil this
should be acceptable for whatever disposition he may make.

Q You mentioned about acknowledging ownership of the bunker fuel

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 oil to whom by whom?

A By the Continental Cement Corp.

Q So by your statement who really owns the bunker fuel oil?

ATTY. RACHON:

Objection already answered.

COURT:

Give time to the other counsel to object.

ATTY. RACHON:

He has testified that ownership was acknowledged in favor of

Continental Cement Corp. so that question has already been
answered.

ATTY. BAÑAGA:

That is why I made a follow up question asking ownership of the

bunker fuel oil.

COURT:

Proceed.

ATTY. BAÑAGA:

Q Who owns the bunker fuel oil after purchase from Petrophil Corp.?

A Gregory Lim. 15(15)

By all indications, then, it is apparent that there was really no trust receipt
transaction that took place. Evidently, respondent Corporation was required to sign
the trust receipt simply to facilitate collection by petitioner of the loan it had
extended to the former.

Finally, we are not convinced that respondent Gregory T. Lim and his
spouse should be personally liable under the subject trust receipt. Petitioner's
argument that respondent Corporation and respondent Lim and his spouse are one
and the same cannot be sustained. The transactions sued upon were clearly entered
into by respondent Lim in his capacity as Executive Vice President of respondent
Corporation. We stress the hornbook law that corporate personality is a shield
against personal liability of its officers. Thus, we agree that respondents Gregory
T. Lim and his spouse cannot be made personally liable since respondent Lim
entered into and signed the contract clearly in his official capacity as Executive
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 Vice-President. The personality of the corporation is separate and distinct from the
persons composing it. 16(16)

WHEREFORE, in view of all the foregoing, the instant Petition for Review
is DENIED. The Decision of the Court of Appeals dated July 26, 1993 in CA-G.R.
CV No. 29950 is AFFIRMED.

SO ORDERED.

Davide, Jr., C.J., Puno and Kapunan, JJ., concur.

Pardo, J., took no part.

Footnotes
1. Penned by Associate Justice Cezar D. Francisco and concurred in by Associate
Justices Gloria C. Paras and Buenaventura J. Guerrero; Petition for Review,
Annex "B"; Rollo, pp. 76-93.
2. Petition for Review, Annex "C"; Rollo, p. 95.
3. Docketed as Civil Case No. 86-38396; Record, pp. 1-11.
4. Pre-Trial Order, p. 3; Record, p. 236.
5. Penned by then Presiding Judge Bernardo P. Pardo, now Associate Justice of this
Court; Record, pp. 435-438.
6. Petition for Review, pp. 10-11; Rollo, pp. 17-18.
7. Bañas, Jr. v. Court of Appeals, G.R. No. 102967, 10 February 2000, citing
Guerrero v. Court of Appeals, 285 SCRA 670 [1998] and Sta. Maria v. Court of
Appeals, 285 SCRA 351 [1998].
8. Civil Code, Art. 1290; Abad v. Court of Appeals, 181 SCRA 191 [1990].
9. Exhibit "A".
10. 296 SCRA 247 [1998].
11. Emphasis ours.
12. G.R. No. 90828, 5 September 2000.
13. TSN, 19 April 1989, p. 9; Exhibits "9" and "10"; Record, pp. 301-302.
14. Ibid., p. 12.
15. TSN, 12 April 1989, pp. 4-5.
16. FCY Construction Group, Inc. v. Court of Appeals, 324 SCRA 270 [2000], citing
Rustan Pulp and Paper Mills, Inc. vs. Intermediate Appellate Court, 214 SCRA
665, 672 [1992].

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 Endnotes

1 (Popup - Popup)
1. Penned by Associate Justice Cezar D. Francisco and concurred in by Associate
Justices Gloria C. Paras and Buenaventura J. Guerrero; Petition for Review,
Annex "B"; Rollo, pp. 76-93.

2 (Popup - Popup)
2. Petition for Review, Annex "C"; Rollo, p. 95.

3 (Popup - Popup)
3. Docketed as Civil Case No. 86-38396; Record, pp. 1-11.

4 (Popup - Popup)
4. Pre-Trial Order, p. 3; Record, p. 236.

5 (Popup - Popup)
5. Penned by then Presiding Judge Bernardo P. Pardo, now Associate Justice of this
Court; Record, pp. 435-438.

6 (Popup - Popup)
6. Petition for Review, pp. 10-11; Rollo, pp. 17-18.

7 (Popup - Popup)
7. Bañas, Jr. v. Court of Appeals, G.R. No. 102967, 10 February 2000, citing
Guerrero v. Court of Appeals, 285 SCRA 670 [1998] and Sta. Maria v. Court of
Appeals, 285 SCRA 351 [1998].

8 (Popup - Popup)
8. Civil Code, Art. 1290; Abad v. Court of Appeals, 181 SCRA 191 [1990].

9 (Popup - Popup)
9. Exhibit "A".
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 10 (Popup - Popup)
10. 296 SCRA 247 [1998].

11 (Popup - Popup)
11. Emphasis ours.

12 (Popup - Popup)
12. G.R. No. 90828, 5 September 2000.

13 (Popup - Popup)
13. TSN, 19 April 1989, p. 9; Exhibits "9" and "10"; Record, pp. 301-302.

14 (Popup - Popup)
14. Ibid., p. 12.

15 (Popup - Popup)
15. TSN, 12 April 1989, pp. 4-5.

16 (Popup - Popup)
16. FCY Construction Group, Inc. v. Court of Appeals, 324 SCRA 270 [2000], citing
Rustan Pulp and Paper Mills, Inc. vs. Intermediate Appellate Court, 214 SCRA
665, 672 [1992].

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