raul sesbreno vs hon. ca

8/9/2019 Raul Sesbreno vs Hon. CA

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Republic of the Philippines

SUPREME COURTManila

THIRD DIVISION

G.R. No. 89252 May 24, 1993

RAUL SESBREÑO, petitioner,vs.

HON. COURT OF APPEALS, DELTA MOTORSCORPORATON AND PLPNAS BAN!, respondents.

Salva, Villanueva & Associates for Delta Motors Corporation.

Reyes, Salazar & Associates for Pilipinas Bank.

FELCANO, J.:

On !ebruar" #$#, petitioner Raul Sesbre%o &ade a &one"

&ar'et place&ent in the a&ount of P()),))).)) *ith the

Philippine +nder*riters !inance orporation -Phil/nance0,

ebu 1ranch2 the place&ent, *ith a ter& of thirt"3t*o -(40

da"s, *ould &ature on #( March #$#, Phil/nance, also on

!ebruar" #$#, issued the follo*in5 docu&ents to petitioner6

-a0 the erti/cate of on/r&ation of Sale,

*ithout recourse, No. 4)78 of one -#0

Delta Motors orporation Pro&issor" Note

-DM PN0 No. 49(# for a ter& of (4 da"s

at #9.): per annum2

-b0 the erti/cate of securities Deliver"

Receipt No. #8;$9 indicatin5 the sale of

DM PN No. 49(# to petitioner, *ith the

notation that the said securit" *as in

custodianship of Pilipinas 1an', as per

Deno&inated ustodian Receipt -DR0 No.

#)$); dated !ebruar" #$#2 and

-c0 post3dated chec's pa"able on #( March

#$# -i.e., the &aturit" date of petitioner


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*ith Phil/nance in the a&ount reJected in the DR No. #)$);

had re&ained unpaid and outstandin5, and that he in eKect

*as as'in5 for the ph"sical deliver" of the underl"in5

pro&issor" note. Petitioner then eBa&ined the ori5inal of the

DM PN No. 49(# and found6 that the securit" had been

issued on #) =pril #$)2 that it *ould &ature on 8 =pril #$#2

that it had a face value of P4,()),$((.((, *ith the Phil/nance

as pa"ee and private respondent Delta Motors orporation

-Delta0 as &a'er2 and that on face of the pro&issor" note

*as sta&ped ON NAOTI=1?A. Pilipinas did not deliver the

Note, nor an" certi/cate of participation in respect thereof, to

petitioner.

Petitioner later &ade si&ilar de&and letters, dated ( Lul"

#$# and ( =u5ust #$#, 2 a5ain as'in5 private respondent

Pilipinas for ph"sical deliver" of the ori5inal of DM PN No.

49(#. Pilipinas alle5edl" referred all of petitionercult to co&prehend and &a" have been

&otivated *ith bad faith. Phil/nance,

therefore, is solel" and le5all" obli5ated to

return the invest&ent of plaintiK, to5ether

*ith its earnin5s, and to ans*er all the

da&a5es plaintiK has suKered incident

thereto. +nfortunatel" for plaintiK,

Phil/nance *as not i&pleaded as one of the

defendants in this case at bar2 hence, this

ourt is *ithout urisdiction to pronounce

ud5e&ent a5ainst it. -p. ##, Decision0

EHARA!ORA, /ndin5 no reversible error in

the decision appealed fro&, the sa&e is

hereb" a>r&ed in toto. ost a5ainst

plaintiK3appellant.

Petitioner &oved for reconsideration of the above Decision,

*ithout success.

Hence, this Petition for Revie* on Certiorari.

=fter consideration of the alle5ations contained and issues

raised in the pleadin5s, the ourt resolved to 5ive due course

to the petition and reuired the parties to /le their respective

&e&oranda. #

Petitioner reiterates the assi5n&ent of errors he directed at

the trial court decision, and contends that respondent court of

=ppeals 5ravel" erred6 -i0 in concludin5 that he cannot recover

fro& private respondent Delta his assi5ned portion of DM PN

No. 49(#2 -ii0 in failin5 to hold private respondent Pilipinas

solidaril" liable on the DM PN No. 49(# in vie* of the

provisions stipulated in DR No. #)$); issued in favor r of

petitioner, and -iii0 in refusin5 to pierce the veil of corporate

entit" bet*een Phil/nance, and private respondents Delta and

Pilipinas, considerin5 that the three -(0 entities belon5 to the

Silverio roup of o&panies under the leadership of Mr.

Ricardo Silverio, Sr.

8

There are at least t*o -40 sets of relationships *hich *e need

to address6 /rstl", the relationship of petitioner visavisDelta2

secondl", the relationship of petitioner in respect of Pilipinas.

=ctuall", of course, there is a third relationship that is of

critical i&portance6 the relationship of petitioner and

Phil/nance. Ho*ever, since Phil/nance has not been

i&pleaded in this case, neither the trial court nor the ourt of

=ppeals acuired urisdiction over the person of Phil/nance. It

is, conseuentl", not necessar" for present purposes to deal

*ith this third relationship, eBcept to the eBtent it necessaril"

i&pin5es upon or intersects the /rst and second relationships.

I.

Ee consider /rst the relationship bet*een petitioner and

Delta.

The ourt of appeals in eKect held that petitioner acuired no

ri5hts visavis Delta in respect of the Delta pro&issor" note

-DM PN No. 49(#0 *hich Phil/nance sold *ithout recourse

to petitioner, to the eBtent of P()7,;((.((. The ourt of

=ppeals said on this point6

Nor could plaintiK3appellant have acuired

an" ri5ht over DM PN No. 49(# as the


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Ee /nd nothin5 in his ?etter of =5ree&ent *hich can be

reasonabl" construed as a prohibition upon Phil/nance

assi5nin5 or transferrin5 all or part of DM PN No. 49(#,

before the &aturit" thereof. It is scarcel" necessar" to add

that, even had this ?etter of =5ree&ent set forth an eBplicit

prohibition of transfer upon Phil/nance, such a prohibition

cannot be invo'ed a5ainst an assi5nee or transferee of the

Note *ho parted *ith valuable consideration in 5ood faith and

*ithout notice of such prohibition. It is not disputed that

petitioner *as such an assi5nee or transferee. Our conclusion

on this point is reinforced b" the fact that *hat Phil/nance

and Delta *ere doin5 b" their eBchan5e of their pro&issor"

notes *as this6 Delta invested, b" &a'in5 a &one" &ar'et

place&ent *ith Phil/nance, approBi&atel" P7,8)),))).)) on

#) =pril #$)2 but pro&ptl", on the sa&e da", borro*ed bac'

the bul' of that place&ent, i.e., P7,))),))).)), b" issuin5 its

t*o -40 pro&issor" notes6 DM PN No. 49() and DM PN No.

49(#, both also dated #) =pril #$). Thus, Phil/nance *as left

*ith not P7,8)),))).)) but onl" P8)),))).)) in cash and the

t*o -40 Delta pro&issor" notes.

Apropos Delta


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=s noted, the assi5n&ent to petitioner *as &ade on

!ebruar" #$# or fro& fort"3nine -70 da"s before the co3

ter&inal &aturit" date, that is to sa", before an"

co&pensation had ta'en place. !urther, the assi5n&ent to

petitioner *ould have prevented co&pensation had ta'en

place bet*een Phil/nance and Delta, to the eBtent of

P()7,;((.((, because upon eBecution of the assi5n&ent in

favor of petitioner, Phil/nance and Delta *ould have ceased

to be creditors and debtors of each other in their o*n ri5ht to

the eBtent of the a&ount assi5ned b" Phil/nance to petitioner.

Thus, *e conclude that the assi5n&ent eKected b" Phil/nance

in favor of petitioner *as a valid one and that petitioner

accordin5l" beca&e o*ner of DM PN No. 49(# to the eBtent

of the portion thereof assi5ned to hi&.

The record sho*s, ho*ever, that petitioner noti/ed Delta of

the fact of the assi5n&ent to hi& onl" on #7 Lul" #$#, 19that

is, after the &aturit" not onl" of the &one" &ar'et place&ent

&ade b" petitioner but also of both DM PN No. 49(# and

Phil/nance PN No. #7(3=. In other *ords, petitioner notie!

Delta of is ri"ts as assi"nee after compensation a! taken

place $y operation of la( $ecause te osettin" instruments

a! $ot reace! maturity . It is a /r&l" settled doctrine that

the ri5hts of an assi5nee are not an" 5reater that the ri5hts of

the assi5nor, since the assi5nee is &erel" substituted in theplace of the assi5nor 2$ and that the assi5nee acuires his

ri5hts subect to the euities C i.e., the defenses C *hich the

debtor could have set up a5ainst the ori5inal assi5nor before

notice of the assi5n&ent *as 5iven to the debtor. =rticle #4$;

of the ivil ode provides that6

=rt. #4$;. The debtor *ho has consented to

the assi5n&ent of ri5hts &ade b" a creditor

in favor of a third person, cannot set up

a5ainst the assi5nee the co&pensation

*hich *ould pertain to hi& a5ainst the

assi5nor, unless the assi5nor *as noti/ed b"

the debtor at the ti&e he 5ave his consent,

that he reserved his ri5ht to theco&pensation.

If the creditor co&&unicated the cession to

hi& but the !e$tor !i! not consent thereto,

the latter may set up te compensation of

!e$ts previous to the cession, but not of

subseuent ones.

If the assi"nment is &ade (itout te

kno(le!"e of te !e$tor, e may set up te

compensation of all cre!its prior to

te sa&e and also later ones until he

had kno(le!"e of te assi"nment .

-A&phasis supplied0

=rticle #848 of the sa&e code states that6 the debtor *ho,

before havin5 'no*led5e of the assi5n&ent, pa"s his creditor

shall be released fro& the obli5ation. In Sison v . 8ap

%ico, 21 the ourt eBplained that6

FnGo &an is bound to re&ain a debtor2 he

&a" pa" to hi& *ith *ho& he contacted to

pa"2 and if he pa" before notice that his

debt has been assi5ned, the la* holds hi&

eBonerated, for the reason that it is the dut"

of the person *ho has acuired a title b"

transfer to de&and pa"&ent of the debt, to

5ive his debt or notice. 22

=t the ti&e that Delta *as /rst put to notice of the

assi5n&ent in petitioner


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consisted of P()7,;((.((, the portion of the DM PN No. 49(#

assi5ned to petitioner but lost b" hi& b" reason of dischar5e

of the Note b" co&pensation, plus le5al interest of siB percent

-8:0 per annum containin5 fro& #7 March #$#.

The conclusion *e have reached is, of course, *ithout

preudice to such ri5ht of rei&burse&ent as Pilipinas &a"

havevisavis Phil/nance.

III.

The third principal contention of petitioner C that Phil/nance

and private respondents Delta and Pilipinas should be treated

as one corporate entit" C need not detain us for lon5.

In the /rst place, as alread" noted, urisdiction over the

person of Phil/nance *as never acuired either b" the trial

court nor b" the respondent ourt of =ppeals. Petitioner

si&ilarl" did not see' to i&plead Phil/nance in the Petition

before us.

Secondl", it is not disputed that Phil/nance and private

respondents Delta and Pilipinas have been or5anied as

separate corporate entities. Petitioner as's us to pierce theirseparate corporate entities, but has been able onl" to cite the

presence of a co&&on Director C Mr. Ricardo Silverio, Sr.,

sittin5 on the 1oard of Directors of all three -(0 co&panies.

Petitioner has neither alle5ed nor proved that one or another

of the three -(0 concededl" related co&panies used the other

t*o -40 as &ere alter e"os or that the corporate aKairs of the

other t*o -40 *ere ad&inistered and &ana5ed for the bene/t

of one. There is si&pl" not enou5h evidence of record to

ustif" disre5ardin5 the separate corporate personalities of

delta and Pilipinas and to hold the& liable for an" assu&ed or

undeter&ined liabilit" of Phil/nance to petitioner. 28

EHARA!ORA, for all the fore5oin5, the Decision and

Resolution of the ourt of =ppeals in .=.3.R. V No. #;#;dated 4# &arch #$ and #9 Lul" #$, respectivel", are

hereb" MODI!IAD and SAT =SIDA, to the eBtent that such

Decision and Resolution had dis&issed petitioner

raul sesbreno vs hon. ca

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