Henanger, Elisabeth Jane C.

Sec 5

Doña Adela Export International, Inc. vs. Trade and

Investment Development Corporation (TIDCORP), and the Bank of the Philippine Islands
(BPI)

G.R. No. 201931 - February 11, 2015

A. Summary of Facts

The Petitioner, Doña Adela Export International, Inc., is a company that filed a voluntary
insolvency which was approved by the Regional Trial Court (RTC) branch in Mandaluyong,
declaring them insolvent and stayed all civil proceedings against it. After that, the lower court-
assigned Atty. Arlene Gonzales as the receiver of the assets of the Petitioner and to make the proper
repot that will engage the appraisers and require Creditors Technology Resource Center (TRC),
Bank of the Philippine Islands (BPI) and Trade and Investment Development Corporation
(TIDCORP) to submit their proofs of respective claims. Atty. Gonzales then filed a motion for these
parties to enter into a Compromise agreement binding them with her proposed terms of
compromise. Moreover, TRC has created its own Motion to approve an agreement with the
Petitioner, while BPI and TIDCORP have both made a joint motion to approve agreement against
the Petitioner. As a result, these agreements were approved by the RTC. However, the Petitioner
filed a Motion for partial reconsideration specifically on the terms listed by BPI and TIDCORP in
paragraphs 4 and 5 of the joint Motion to approve the agreement they made with them. The
Petitioner claims that BPI and TIDCORP made an undue burden on the part of the former in
incurring obligations such as stated in paragraphs 4.) of payment of expenses and taxes and 5.)
regarding the waiver of confidentiality of its bank deposits. The Petitioner argued that they are not a
party to the Compromise Agreement jointly made by BPI and TIDCORP since the latter did not
inform them nor the receiver, Atty. Gonzales, a letter of the waiver in which they need to disclose
their bank deposits. Consequently, RTC denied their Motion due to the silence of the Petitioner in
stating its objection throughout the proceedings.

B. What are the issues raised/ presented?

ISSUE: Whether the petitioner is bound by the provision in the BPI-TIDCORP Joint Motion to Approve
Agreement that petitioner shall waive its rights to confidentiality of its bank deposits under R.A. No.
1405, as amended, otherwise known as the Law on Secrecy of Bank Deposits and R.A. No. 8791,
otherwise known as The General Banking Law of 2000
 C. What is the ruling of the supreme court on these issues?

RULING:

No. This is because under sec. 2 of R.A. No. 1405, otherwise known as the Law on Secrecy on Bank
Deposits, the Petitioner cannot be bound by the joint motion to approve agreement because the company
cannot waive its right as one of the exceptions of that act without written permission to the bank or the
parties where it is transacting to. The court found no written consent from the Petitioner and the assigned
receiver waiving the former’s right on confidentiality of bank deposits. The waiver provision was just
inputted in the motion to approve the agreement by BPI and TIDCORP. Hence the provision cannot be
applied to the Petitioner.

D. Do you agree with the decision ? What part of the decision do you like best and why? OR, in
case you don’t agree with the decision, what do you think would be the right decision?

No, I do not agree with the decision. This is because under Art. 1311, a contract only takes effect
between the parties and not those outside of it. I think the right decision is that the Petitioner
cannot be binded by the joint motion to approve agreement that was made by BPI and TIDCORP
since it is not a contractor to that agreement.