FIRST DIVISION
[G.R. No. 218391. January 22, 2020.]
BDO UNIBANK, INC., petitioner,vs. WOODRIDGE PROPERTIES, INC., respondent.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution datedJanuary 22, 2020which reads as follows:
"G.R. No. 218391 — BDO Unibank, Inc. v. Woodridge Properties, Inc.
Assailed in this petition for review on certiorari1 are the Decision2 dated December 4, 2014 and Resolution 3 dated May 20, 2015 of the Court of Appeals (CA) in CA-G.R. SP No. 133314 which denied the petition for certiorari and affirmed the ruling of the Regional Trial Court (RTC) of Muntinlupa City, Branch 256, approving the Comprehensive Rehabilitation Plan 4 and a Supplement 5 thereto.
Relevant Antecedents
Devoid of the non-essentials, the facts of the case are as follows:
Woodridge Properties, Inc. (respondent) is a corporation which primary purpose is to own, use, improve, develop, subdivide, sell, exchange, lease, and hold investment or real estate of any kind. 6
After commencing its business operations, respondent incurred loan obligations from several banks and financial institutions to finance the development of its housing projects. 7
As of October 31, 2012, respondent has outstanding loans in the following amounts:
1. Banco de Oro — P3,846,894.21 excluding accrued interest;
2. Bank of the Philippine Islands — P115,822,617.38 with accrued interests in the amount of P14,038,398.40;
3. BPI Family Savings Bank — P4,217,302.61, excluding accrued interests;
4. Homeplus loan to China Bank — P5,857.95;
5. Malayan Bank Savings and Mortgage Bank — P348,580,593.29;
6. Security Bank — P94,067,136.27 with accrued interests of P22,817,806.20;
7. Unicapital investment — P9,095,165.62 with accrued interests of P222,326.27; and
8. Rycom Financing — P4,896,330.25 with accrued interests of P122,805.26.
9. BPI Family Savings Bank, Chinabank, Chinatrust, and Premiere Bank — P105,120,526.38 with accrued interest of P7,020,488.49; and
10. Various suppliers — P3,475,604.43; and
11. Various contractors — P208,145.34. 8
Finding difficulty in settling its loan obligations, respondent filed a petition for rehabilitation under Republic Act (R.A.) No. 10142 or the Financial Rehabilitation and Insolvency Act of 2010 (FRIA), on November 26, 2012. 9
In its petition for rehabilitation before the RTC, respondent alleged that its operating cash flow will not be sufficient to enable it to comply with its obligation as they fell due. Its Board of Directors, thus, deemed it reasonable for the company to undergo corporate rehabilitation. 10 A supplement petition was thereafter filed.
In a Commencement Order 11 dated November 29, 2012, the RTC found the petition as substantially compliant with the requirements of FRIA; appointed Atty. Peter Joey B. Usita as rehabilitation receiver and consequently ordered him to manifest his acceptance or non-acceptance of his appointment; ordered respondent's creditors to file and serve their respective claims; directed respondent's suppliers to prohibit the withholding of the goods and services in the ordinary course of business as long as the respondent makes payments; and issued a Stay or Suspension Order.
Petitioner filed its notice of claim, 12 asserting respondent's loan obligation in the amount of P54,940,687.63 inclusive of interests, penalties and other charges; and P697,963.90, pursuant to a Joint Venture Agreement.
Additionally, petitioner filed a Comment/Opposition 13 to respondent's petition, arguing that the petition and its supplement failed to adequately state the amount of principal, interest and penalties of each obligation and that the inventory of assets failed to conform with the minimum requirements under the law.
On July 31, 2013, the court-appointed receiver submitted a Comprehensive Rehabilitation Plan (CRP) after the conduct of a series of meetings and discussions among the said receiver, respondent, and its creditors. 14
A Supplement 15 to the CRP was thereafter submitted, which stated: (1) execution of a Compromise Agreement between the creditor BPI Family Bank and respondent; (2) execution of a Compromise Agreement between the creditor Ridge Estate and respondent; (3) partial Dacion en Pago Agreement between RCBC Savings Bank and respondent and (4) exchanges of drafts of Compromise Agreement between respondent and Security Bank Corporation, Unibank, and Chinabank. 16
Under the CRP and its supplement, respondent proposed the payment schemes to its creditors for the satisfaction of its outstanding obligations.
In an Order 17 dated October 25, 2013, the RTC approved the CRP and its supplement, ratiocinating that respondent could still attain a viable and feasible rehabilitation. The RTC recognized the agreements regarding the settlement of the loans between respondent and majority of its creditors, thus:
WHEREFORE, in view of the foregoing, the Comprehensive Rehabilitation Plan as well as the Supplement to the Comprehensive Rehabilitation Plan are hereby APPROVED and the same for a period of ten (10) years. Petitioner is strictly enjoined to abide by its terms and conditions and it shall unless directed otherwise submit a quarterly report on the progress of the implementation of the Comprehensive Rehabilitation Plan.
SO ORDERED. 18
Dissatisfied with the ruling of the RTC, petitioner filed a petition for certiorari before the CA.
In its petition, petitioner ascribed grave abuse of discretion on the part of the RTC in approving the CRP and its supplement in view of the delay in submission and failure to comply with the FRIA.
In a Decision 19 dated December 4, 2014, the CA denied the petition as it found the CRP and its Supplement to be compliant with the FRIA. The fallo thereof reads:
WHEREFORE, premises considered, the petition at bar is hereby DENIED.
SO ORDERED.20
Still aggrieved, petitioner filed a Motion for Reconsideration which was denied in a Resolution 21 dated May 20, 2015.
Hence, this petition.
Petitioner basically reiterates its earlier arguments in the petition for certiorari filed before the CA.
In contesting the approval of the CRP, petitioner argues that the delay in the submission should render the same invalid. Likewise, petitioner points out that the CRP and its supplement failed to comply with the FRIA with respect to its contents.
On the first matter, the Court agrees with the CA that the delay does not render invalid the CRP and its supplement as the same was justifiable under the circumstances. It is significant to note that the delay was attributable to the conduct of a series of meetings among the receiver, the creditors, and the respondent. In the absence of bad faith in the delay, there is no reason to overturn the findings of the CA.
On the second matter, petitioner's contention that the submitted CRP does not comply with Section 62 of the FRIA, specifically the description of the disputed claims and the provisioning funds, does not hold water. Petitioner went on to dispute the contents of the CRP, including the total outstanding obligation of respondent to petitioner.
Section 62 (L) of the FRIA provides that:
Contents of a Rehabilitation Plan. — The Rehabilitation Plan shall, as a minimum:
xxx xxx xxx
(l) describe the disputed claims and the provisioning of funds to account for appropriate payments should the claim be ruled valid or its amount adjusted.
As aptly held by the CA, the CRP sufficiently provided for the claims of the creditors and the repayment plan presented by respondent. In fact, the CRP, its annexes, and the supplement provided in detail the history of accounts due to each creditor, all of which, shall be settled via loan restructuring or dacion en pago. 22 Annex "A" of the CRP states the claims of all the creditors while Annexes "B" to "E" specifically provide for the settlement of debts due to creditors through dacion en pago.
As to petitioner, the CRP provides for the scheme in settling respondent's debts to it:
b. [Woodrige Properties, Inc.] and BDO agreed to settle via a programmed debt payment re-structure, payable over a period of 10 years without interest, as shown below.
|
YEAR |
MONTHLY |
TOTAL ANNUAL PAYMENT |
% OF OPB |
|
1 |
- |
- |
0% |
|
2 |
11,362.14 |
136,345.73 |
3% |
|
3 |
11,362.14 |
136,345.73 |
3% |
|
4 |
15,149.53 |
181,794.31 |
4% |
|
5 |
18,936.91 |
227,242.89 |
5% |
|
6 |
18,936.91 |
227,242.89 |
5% |
|
7 |
37,873.82 |
454,485.78 |
10% |
|
8 |
75,747.63 |
908,971.56 |
20% |
|
9 |
75,747.63 |
908,971.56 |
20% |
|
10 |
113,621.45 |
1,363,457.34 |
30% |
|
TOTAL |
|
4,544,857.81 |
100%23 |
xxx xxx xxx
c. As far as this contingent liability is concerned, [Woodridge Properties, Inc.] has committed to deliver a total of 18 titles which will be released by other Creditor banks upon approval of the CRP. The only titles that cannot be delivered immediately are the remaining 19 titles held hostage by Malayan Savings Bank. [Woodrige Properties, Inc.] is praying that the Court, upon approval of the CRP, compel Malayan Savings Bank to release the 19 titles to BDO. 24
In a recent Compromise Agreement 25 entered into between respondent and Malayan Savings Bank, the latter agreed to release a total of 81 titles, including the aforementioned 19 titles due to petitioner. 26
Furthermore, the dispute on the total amount of respondent's obligation is a factual matter which is beyond the ambit of the Court, which requires the evaluation and assessment of the evidence presented. On this note, the Court reiterates that only questions of law should be raised in petitions filed under Rule 45 as the Court is not a trier of facts. It will not entertain questions of fact as the factual findings of the appellate courts are final, binding, or conclusive on the parties and upon the Court when supported by substantial evidence. 27 While the Court admits exceptions 28 to this rule, the instant case does not fall in any of them.
Verily, a rehabilitation plan may be approved even over the opposition of the creditors holding a majority of the corporation's total liabilities if there is a showing that rehabilitation is feasible and the opposition of the creditors is manifestly unreasonable. 29
In order to determine the feasibility of a proposed rehabilitation plan, it is imperative that a thorough examination and analysis of the distressed corporation's financial data must be conducted. 30
In this case, both the RTC and the CA determined that respondent's rehabilitation is feasible. It must be highlighted that the CRP and the Supplement provide that most of respondent's loan facilities were receivables with underlying property assets purchased by creditors, to wit:
Majority of the loan facilities of respondent were mostly Receivables Purchase Facilities wherein respondent's Contract to Sell sales receivables with underlying property assets were purchased by the creditor bank. Part of the conditions of the purchase of receivables were the delivery of complete buyers' documents, and title to the property subject of the CTS Financing which the creditor banks will hold for safekeeping. Presently, many of these end-user buyer have already fully paid their amortizations for their purchased property but have not received their respective title/s yet since they are still being held by the creditor Banks pending update of payment by respondent of [its] loan obligations. 31
The CRP explicitly states that the respondent is capable of generating funds from existing sales receivables that will be collected over the next eight to ten years. Such funds will be used to complete its unfinished projects, which will generate more funds. 32 Moreover, the rehabilitation receiver estimated that the total assets of the company will far outweigh its total liabilities and the financial liquidity ratio will be much more prudent. 33 On this note, the receiver made the following assessment:
After the implementation of the Comprehensive Rehabilitation Plan, [Respondent's] business outlook for the medium term will look financially sound and feasible. It is estimated that the total assets of the company after approval of rehabilitation will be P634,180,234.85 which is greater than its total liabilities of P479,099,906.29. x x x 34
Likewise, its creditors are well-protected by the CRP as majority of them agreed on the repayment schemes offered by respondent. Actually, respondent fully settled its obligations with respect to five banks; 35 reinforcing the viability of its rehabilitation.
As to the unreasonableness of a creditor's claim, the same is determined when a creditor counter-proposes unrealistic payment terms and conditions which would, more likely than not, impede rather than aid its rehabilitation. 36
Preliminarily, let it be noted that petitioner sought for the invalidity of the whole CRP because of mere delay. To altogether cancel the CRP would not only be detrimental to respondent and creditors concerned, but would defeat the purpose of rehabilitation. More so when majority of the creditors already agreed to the CRP and its supplements and several Compromise Agreements were already executed; and benefits were already derived therefrom.
Furthermore, petitioner's contention that respondent lacked substantial financial commitments because the "sources of funds were unquestionable" is a mere conjecture as it was not supported by any evidence. Significantly, petitioner raised this matter for the first time before this Court when it filed its Reply. Nowhere did petitioner assail the validity and truthfulness of respondent's financial commitments in its Comment/Opposition 37 before the RTC and its Petition for Certiorari38 before the CA. Such bare allegation cannot prevail over the RTC and CA's findings that respondent's rehabilitation plan is sufficient.
In all, the Court finds no sufficient reason to warrant the reversal of the CA ruling. As it is found that respondent's rehabilitation is feasible, its rehabilitation in accordance with the CRP and its supplement must ensue.
WHEREFORE, premises considered, the instant petition is hereby DENIED. Accordingly, the Decision dated December 4, 2014 and Resolution dated May 20, 2015 of the Court of Appeals in CA-G.R. SP No. 133314 are AFFIRMED in toto.
SO ORDERED."
Very truly yours,
(SGD.) LIBRADA C. BUENADivision Clerk of Court
By:
MARIA TERESA B. SIBULODeputy Division Clerk of Court
Footnotes
1.Rollo, pp. 3-21.
2. Penned by Associate Justice Ricardo R. Rosario with Associate Justices Rebecca C. De Guia-Salvador and Leoncia Real-Dimagiba, concurring; id. at 28-45.
3.Id. at 47.
4.Id. at 171-191.
5.Id. at 239-248.
6.Id. at 87.
7.Id.
8.Id. at 29-30.
9.Id. at 22.
10.Id. at 87.
11. Penned by Presiding Judge Leandro C. Catalo; id. at 87-89.
12.Id. at 90-92.
13.Id. at 97-109.
14.Id. at 251.
15.Id. at 239-248.
16.Id. at 251.
17. Penned by Presiding Judge Leandro C. Catalo; id. at 249-254.
18.Id. at 254.
19.Supra note 2.
20.Id. at 44.
21.Supra note 3.
22.Rollo, p. 37.
23.Id. at 187.
24.Id. at 246-247.
25.Id. at 448-455.
26.Id. at 449.
27.Carbonell v. Carbonell-Mendes, 762 Phil. 529, 536-537 (2015).
28. Exceptions: (1) the conclusion is grounded on speculations, surmises or conjectures; (2) the inference is manifestly mistaken, absurd or impossible; (3) there is grave abuse of discretion; (4) the judgment is based on misapprehension of facts; (5) the findings of fact are conflicting; (6) there is no citation of specific evidence on which the factual findings are based; (7) the findings of absence of facts are contradicted by the presence of evidence on record; (8) the findings of the Court of Appeals are contrary to those of the trial court; (9) the Court of Appeals manifestly overlooked certain relevant and undisputed facts that, if properly considered, would justify a different conclusion; (10) the findings of the Court of Appeals are beyond the issues of the case; and (11) such findings are contrary to the admissions of both parties; Id. at 537.
29.BPI v. Sarabia Manor Hotel Corporation, 715 Phil. 420, 436 (2013).
30.Id. at 437.
31.Rollo, pp. 172-173.
32.Id. at 173.
33.Id. at 147.
34.Id. at 190.
35.Id. at 417-422, 430-434, 441-445, and 446-454.
36.BPI v. Sarabia Manor Hotel Corporation, supra note 29.
37.Rollo, pp. 97-110.
38.Id. at 255-279.