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Gosiaco vs Ching

Jaime Gosiaco, as an
investmednt, granted
a loan to ASB
Holdingsfor a period of
48 days with a 10.5%
interest or 112,000
ASB issued 2 checks to
cover the loan and the
interest drawnagainst
DBS Bank Makati

Gosiaco went to DBS

San Juan branch
to deposit the checks
uponmaturity but they
were DISHONORED
due to a STOP The rescission of c Facts:

Teodoro Reyes contracted a deed of conditional sale with Advanced Foundation

Construction System Corporation represented by Ettore Rossi for the purchase of a certain
dredging pump. The pump was sold at P10,000,000 with the scheme of 30% down payment and
70% to be paid with postdated checks. Following the restructuring of the agreement, Rossi agreed
to accept nine (9) postdated checks from Reyes in compliance with the remaining balance.
However, when Rossi deposited 3 of the 9 checks, the checks were denied ostensibly upon Reyes’
instruction to stop payment and by lack of sufficient funds. This prompted Rossi to charge Reyes
with several counts of estafa and violation of Batas Pambansa Blg. 22.

Reyes, on the other hand, filed a petition in court for the rescission of his contract with
Rossi and claim for damages. Reyes alleged that Advanced Foundation misrepresented the quality
of the pump that he bought. Upon ignoring his complaints, Reyes caused the order to stop payment
of the three checks.

Issue: Whether or not the action for rescission was proper.

Ratio:
Article 1191 of the Civil Code recognizes an implied or tacit resolutory condition in
reciprocal obligations. The condition is imposed by law, and applies even if there is no
corresponding agreement thereon between the parties. The explanation for this is that in reciprocal
obligations a party incurs in delay once the other party has performed his part of the contract;
hence, the party who has performed or is ready and willing to perform may rescind the obligation
if the other does not perform, or is not ready and willing to perform.19

It is true that the rescission of a contract results in the extinguishment of the obligatory
relation as if it was never created, the extinguishment having a retroactive effect. The rescission is
equivalent to invalidating and unmaking the juridical tie, leaving things in their status before the
celebration of the contract.20 However, until the contract is rescinded, the juridical tie and the
concomitant obligations subsist.

The issue in the civil action for rescission is whether or not the breach in the fulfilment of
Advanced Foundation’s obligation warranted the rescission of the conditional sale. If, after trial
on the merits in the civil action, Advanced Foundation would be found to have committed material
breach as to warrant the rescission of the contract, such result would not necessarily mean that
Reyes would be absolved of the criminal responsibility for issuing the dishonored checks because,
as the aforementioned elements show, he already committed the violations upon the dishonor of
the checks that he had issued at a time when the conditional sale was still fully binding upon the
parties. His obligation to fund the checks or to make arrangements for them with the drawee bank
should not be tied up to the future event of extinguishment of the obligation under the contract of
sale through rescission.

ontract of sale is not a prejudicial question that will warrant the suspension of the criminal
proceedings commenced to prosecute the buyer for violations of the Bouncing Checks Law (Batas
Pambansa Blg. 22) arising from the dishonor of the checks the buyer issued in connection with the
sale. The rescission of contract of sale is not a prejudicial question that will warrant the suspension
of the criminal proceedings commenced to prosecute the buyer for violations of the Bouncing
Checks Law (Batas Pambansa Blg. 22) arising from the dishonor of the checks the buyer issued in
connection with the sale. The rescission of contract of sale is not a prejudicial question that will
warrant the suspension of the criminal proceedings commenced to prosecute the buyer for violations
of the Bouncing Checks Law (Batas Pambansa Blg. 22) arising from the dishonor of the checks the
buyer issued in connection with the sale.

PAYMENTORDER and
INSUFFICIENCY OF
FUNDS

Gosiaco informed ASB

2x about the
dishonor and
DEMANDEDREPLACEM
ENT CHECKS or
RETURN OF THE
MONEY but to no avail-

hence a complaint for

violation of BP 22 was
filed with MTCSan Juan
Ching was arraigned but
Casta remained at large

Ching:-

denied liability, mere

employee of ASB-

no knowledge how much

money ASB had in the
banks-
responsibility to check
how much was with
other dept

Gosiaco moved to
implead ASB and its
President Roxas but
wasdenied because case
had already been
submitted for final
decision

MTC: Ching
ACQUITTED of
criminal liability but
NOT ABSOLVED
fromcivil liability-
as a corporate officer
of ASB, she is CIVILLY
LIABLE SINCESHE
WAS A SIGNATORY
TO THE CHECKS

both parties appealed

ot the RTC-
Gosiaco: MTC failed to
hold ASB and Roxas
jointly orseverally liable
with Ching-

Ching: no civil liability

because they were
contractualobligations
of ASB
RTC: CHING NO CIVIL
LIABILITY (obligation
fell squarely on ASB),
butstill DENIED the
motion to implead ASB
and Roxas

Gosiaco appeal to CA:

RTC ERRED IN
ABSOLVING CHING
andupholding to not
implead ASB and Roxas
and in refusing to
piercethe corporate
veil of ASB and hold
Roxas liable

CA: RTC DECISION

AFFIRMED-
amount to be recovered
was a loan to ASB AND
NOT TOCHING-

Roxas testimony:
checks issued by Ching
were for and inbehalf
of ASB-

-ASB CANNOT BE
IMPLEADED Facts:
 Teodoro Reyes contracted a deed of conditional sale with Advanced Foundation
Construction System Corporation represented by Ettore Rossi for the purchase of a certain
dredging pump. The pump was sold at P10,000,000 with the scheme of 30% down payment and
70% to be paid with postdated checks. Following the restructuring of the agreement, Rossi agreed
to accept nine (9) postdated checks from Reyes in compliance with the remaining balance.
However, when Rossi deposited 3 of the 9 checks, the checks were denied ostensibly upon Reyes’
instruction to stop payment and by lack of sufficient funds. This prompted Rossi to charge Reyes
with several counts of estafa and violation of Batas Pambansa Blg. 22.

Reyes, on the other hand, filed a petition in court for the rescission of his contract with
Rossi and claim for damages. Reyes alleged that Advanced Foundation misrepresented the quality
of the pump that he bought. Upon ignoring his complaints, Reyes caused the order to stop payment
of the three checks.

Issue: Whether or not the action for rescission was proper.

Ratio:
Article 1191 of the Civil Code recognizes an implied or tacit resolutory condition in
reciprocal obligations. The condition is imposed by law, and applies even if there is no
corresponding agreement thereon between the parties. The explanation for this is that in reciprocal
obligations a party incurs in delay once the other party has performed his part of the contract;
hence, the party who has performed or is ready and willing to perform may rescind the obligation
if the other does not perform, or is not ready and willing to perform.19

It is true that the rescission of a contract results in the extinguishment of the obligatory
relation as if it was never created, the extinguishment having a retroactive effect. The rescission is
equivalent to invalidating and unmaking the juridical tie, leaving things in their status before the
celebration of the contract.20 However, until the contract is rescinded, the juridical tie and the
concomitant obligations subsist.

The issue in the civil action for rescission is whether or not the breach in the fulfilment of
Advanced Foundation’s obligation warranted the rescission of the conditional sale. If, after trial
on the merits in the civil action, Advanced Foundation would be found to have committed material
breach as to warrant the rescission of the contract, such result would not necessarily mean that
Reyes would be absolved of the criminal responsibility for issuing the dishonored checks because,
as the aforementioned elements show, he already committed the violations upon the dishonor of
the checks that he had issued at a time when the conditional sale was still fully binding upon the
parties. His obligation to fund the checks or to make arrangements for them with the drawee bank
should not be tied up to the future event of extinguishment of the obligation under the contract of
sale through rescission.
IN A BP 22 CASE
SINCE IT'SNOT A
NATURAL PERSON-

-Roxas under PI-

-no need to pierce corp

veil since no requisites
werepresent
-appeal to SC via rule
45-

-WON a corporate
officer who signed
a bouncing check
iscivilly liable under BP
22-
-WON ASB can be
impleaded in a BP 22
case-

-WON there's a basis

to pierce the corporate
veil of ASB

Held: DENIED, without

prejudice to the right
of petitioner Jaime
U.Gosi eleased as the first and only single from the soundtrack album for the

film Despicable Me 2 (2013). The song was first released on November 21, 2013, alongside a long-
form music video. The song was reissued on December 16, 2013, by Back Lot Music under
exclusive license to Columbia Records, a division of Sony Music.[1] The song also served as the lead
single from Williams' second studio album, Girl (2014).
"Happy" is an uptempo soul and neo soul song on which Williams's falsetto voice has been
compared to Curtis Mayfield by critics. The song has been highly successful, peaking at No. 1 in the
United States, United Kingdom, Canada, Ireland, New Zealand, and 19 other countries. It was the
best-selling song of 2014 in the United States with 6.45 million copies sold for the year,[3] as well as
in the United Kingdom with 1.5 million copies sold for the year.[4] It reached No. 1 in the UK on a
record-setting three separate occasions and became the most downloaded song of all time in the UK
in September 2014;[5] it is the eighth highest-selling single of all time in the country.[6] It was
nominated for an Academy Award for Best Original Song.
eleased as the first and only single from the soundtrack album for the film Despicable Me
2 (2013). The song was first released on November 21, 2013, alongside a long-form music video.
The song was reissued on December 16, 2013, by Back Lot Music under exclusive license
to Columbia Records, a division of Sony Music.[1] The song also served as the lead single from
Williams' second studio album, Girl (2014).
"Happy" is an uptempo soul and neo soul song on which Williams's falsetto voice has been
compared to Curtis Mayfield by critics. The song has been highly successful, peaking at No. 1 in the
United States, United Kingdom, Canada, Ireland, New Zealand, and 19 other countries. It was the
best-selling song of 2014 in the United States with 6.45 million copies sold for the year,[3] as well as
in the United Kingdom with 1.5 million copies sold for the year.[4] It reached No. 1 in the UK on a
record-setting three separate occasions and became the most downloadeThe rescission of contract
of sale is not a prejudicial question that will warrant the suspension of the criminal proceedings
commenced to prosecute the buyer for violations of the Bouncing Checks Law (Batas Pambansa
Blg. 22) arising from the dishonor of the checks the buyer issued in connection with the sale. The
rescission of contract of sale is not a prejudicial question that will warrant the suspension of the
criminal proceedings commenced to prosecute the buyer for violations of the Bouncing Checks Law
(Batas Pambansa Blg. 22) arising from the dishonor of the checks the buyer issued in connection
with the sale.d song of all time in the UK in September 2014;[5] it is the eighth highest-selling single of
all time in the country.[6] It was nominated for an Academy Award for Best Original Song.

aco to pursue an
independent civil a