UNIVERSITY OF MINDANAO, INC. vs. BANGKO SENTRAL NG PILIPINAS, ET AL.

G.R. No. 194964-65, January 11, 2016

Leonen, J. Second Division

Topic: Delay; Demand; Unenforceable contract

Nature: Appeal from a Decision of the CA

FACTS:

The University of Mindanao is an Educational Institution. It was chaired by Sps. Torres in the year 1982. Before then, the Sps. Torres incorporated and operated 2 thrift banks, FISLAI and DSLAI. In 1982, BSP issued standby emergency credit for FISLAI and DSLAI. This credit was evidenced by 3 promissory notes (PNs). The University of Mindanao executed a deed of real estate mortgage over its property which served as security for the thrift banks' credit. The mortgage was signed by the Vice President of the university who presented a secretary's certificate showing that he was authorized to enter into the mortgages. FISLAI and DSLAI eventually had to enter rehabilitation and were merged into Mindanao Savings and Loan Association (MSLAI). MSLAI failed to recover and was liquidated. BSP thus informed the University of Mindanao that it would foreclose the mortgaged properties.

Thus, petitioner university filed two complaints for nullification and cancellation of mortgage: one at the RTC of Iligan and another at Davao. The petitioner claims that they never received the proceeds of any loan from BSP and that it never authorized the VP to mortgage any property. Both courts ruled in favor of Petitioner and declared the Real Estate Mortgage void. On appeal, the CA consolidated both cases and ruled in favor of respondent. The CA held that Petitioner was estopped from denying the authority of its VP, that the annotations on the titles of Petitioner’s property served as constructive notice and that there was implied ratification and that since the secretary’s certificates were notarized, they enjoyed a presumption of regularity. Hence this petition for review.

ISSUE:

1. Whether or not the action had prescribed.

2. Whether or not the petitioner had validly delegated the power to mortgage to its VP Petalcorin.

3. Whether or not the act of mortgaging the property was ratified by petitioner.

HELD:

1. NO, the action had not yet prescribed.

Prescription is the mode of acquiring or losing rights through the lapse of time. Its purpose is “to protect the diligent and vigilant, not those who sleep on their rights.” The prescriptive period for actions on mortgages is ten (10) years from the day they may be brought. Actions on mortgages may be brought not upon the execution of the mortgage contract but upon default in payment of the obligation secured by the mortgage.

A debtor is considered in default when he or she fails to pay the obligation on due date and, subject to exceptions, after demands for payment were made by the creditor. Article 1169 of the Civil Code provides:

ART. 1169. Those obliged to deliver or to do something incur in delay from the time the obligee judicially or extrajudicially demands from them the fulfillment of their obligation.

However, the demand by the creditor shall not be necessary in order that delay may exist:

(1) When the obligation or the law expressly so declare; or

(2) When from the nature and the circumstances of the obligation it appears that the designation of the time when the thing is to be delivered or the service is to be rendered was a controlling motive for the establishment of the contract; or

(3) When demand would be useless, as when the obligor has rendered it beyond his power to perform.

Article 1193 of the Civil Code provides that an obligation is demandable only upon due date. In other words, as a general rule, a person defaults and prescriptive period for action runs when (1) the obligation becomes due and demandable; and (2) demand for payment has been made. The prescriptive period neither runs from the date of the execution of a contract nor does the prescriptive period necessarily run on the date when the loan becomes due and demandable. Prescriptive period runs from the date of demand, subject to certain exceptions.

In this case, the running of the prescriptive period for respondent’s action on the mortgages did not start when it executed the mortgage contracts with Petitioner in 1982. In view of the termination of the existence of one of the corporations, demand was rendered unnecessary, thus prescription would start to run in 1990, the due date of the contract. Therefore, respondent had until 2000 in order to institute an action on the mortgage contract. However, under Article 1155, respondent actually interrupted, the running of the prescriptive period when it sent its demand letter to petitioner on June 18, 1999.

2. NO. The relationship between a corporation and its representatives is governed by the general principles of agency. Article 1317 of the Civil Code provides that there must be authority from the principal before anyone can act in his or her name. Hence, without delegation by the board of directors or trustees, acts of a person—including those of the corporation’s directors, trustees, shareholders, or officers—executed on behalf of the corporation are generally not binding on the corporation. The effect of a lack of authority is that under Art. 1317 and 1403, the contract becomes unenforceable.

In this case, the trial courts found that the Secretary’s Certificate and board resolution were either non-existent or fictitious and that a board meeting giving the powers never occurred. The court is bound by the findings of fact of the trial courts.

3. NO. Ratification converts an agents unauthorized act, into an act of the principal. It is a voluntary and deliberate confirmation or adoption of a previously unauthorized act. No act by petitioner can be interpreted as anything close to ratification. It was not shown that it issued a resolution ratifying the execution of the mortgage contracts. It was not shown that it received proceeds of the loans secured by the mortgage contracts. There was also no showing that it received any consideration for the execution of the mortgage contracts. It even appears that petitioner was unaware of the mortgage contracts until respondent notified it of its desire to foreclose the mortgaged properties.

WHEREFORE, the Petition is GRANTED. The Court of Appeals' Decision dated December 17, 2009 is REVERSED and SET ASIDE. The Regional Trial Courts' Decisions of November 23, 2001 and December 7, 2001 are REINSTATED.