FIRST DIVISION
[G.R. No. 189504. October 21, 2015.]
PHILIPPINE ASSET GROWTH ONE, INC. (SUBSTITUTED BY SKYBULLION, INC.), petitioner,vs. WORLD GRANARY, INC. (FORMERLY NATION GRANARY, INC.), respondent.
NOTICE
Sirs/Mesdames :
Please take notice that the Court, First Division, issued a Resolution dated October 21, 2015, which reads as follows:
"G.R. No. 189504 — Philippine Asset Growth One, Inc. (substituted by Skybullion, Inc.), Petitioner, v. World Granary, Inc. (formerly Nation Granary, Inc.), Respondent.
This is a petition for review on certiorari under Rule 45 of the Rules of Court, seeking the review of the Decision 1 dated September 24, 2008 and the Resolution 2 dated September 10, 2009 of the Court of Appeals in CA-G.R. SP No. 100829, entitled "Rizal Commercial Banking Corporation v. Hon. Adolfo V. Encomienda, in his capacity as the Presiding Judge of the Regional Trial Court, Branch 57, Lucena City and World Granary, Inc. (formerly Nation Granary Inc.)." The assailed September 24, 2008 Decision of the Court of Appeals denied the petition for certiorari under Rule 65 filed by petitioner Rizal Commercial Banking Corporation (RCBC) against the Order 3 dated July 27, 2007 of the Regional Trial Court (RTC) of Lucena City, Branch 57 in Spec. Proc. No. 2006-77 wherein the trial court gave due course to the petition for rehabilitation filed by respondent World Granary, Incorporated (WGI). On the other hand, the assailed Court of Appeals' September 10, 2009 Resolution denied RCBC's motion for reconsideration of the denial of its petition for certiorari.
Preliminarily, we discuss a procedural matter regarding the substitution of parties in this case. In a Resolution 4 dated August 28, 2013, the Court granted the joint motion for substitution filed by RCBC and Philippine Asset Growth One, Inc. (PAGO). Considering that RCBC and PAGO have entered into an Asset Sale and Purchase Agreement for the transfer and assignment of RCBC's non-performing loans and real and other properties owned or acquired (including the RCBC's claims against WGI), the Court allowed RCBC to be substituted by PAGO as petitioner in this case. Subsequently, PAGO, together with SkyBullion Incorporated (SkyBullion), filed on February 25, 2015 another joint motion for substitution, alleging that PAGO had in turn ceded, transferred and assigned its claims against WGI to SkyBullion. In a similar vein to our previous resolution, the Court finds it proper to grant the joint motion for substitution and the prayer therein to substitute PAGO with SkyBullion as petitioner in this case. CAIHTE
Returning now to the main petition, we restate here the case's factual background as summed by the Court of Appeals:
On December 7, 2006, respondent WGI (formerly called Nation Granary, Inc. or NGI) filed a Petition for Rehabilitation with Prayer for Suspension of Payments, Actions and Proceedings [before the Regional Trial Court of Lucena City, Branch 57 docketed as Spec. Proc. No. 2006-77]. It alleged in its Petition that it has a present capitalization of P1,200,000.00 and that its primary purpose is to engage in the business of "mechanized bulk handling, transport, storage, warehousing, drying and milling of grains." To complete its grains facility and fund its initial test run, [WGI] incurred loans in the total amount of Php2,675,660,532.10. Petitioner RCBC is one of respondent's creditors. Due, however, to reasons allegedly beyond respondent's control, among which was the unexpected increase project costs and other operational difficulties, respondent incurred financial losses which led to the severance of its credit lines. Thus, in order to meet its obligations, respondent was prompted to file the subject Petition for Rehabilitation which the respondent court gave due course to in its assailed resolution dated July 27, 2007. In the same Order, the respondent court referred the matter to the appointed rehabilitation receiver Mr. Julio Elamparo who was ordered to evaluate the rehabilitation plan and submit his recommendation to the court within sixty days from receipt of the said order. 5
Dissatisfied with the trial court's order giving due course to the rehabilitation petition, RCBC filed a Petition for Certiorari under Rule 65 with the Court of Appeals. As we stated at the outset, the Court of Appeals denied RCBC's petition as it found that there was no grave abuse of discretion on the part of the trial court when it issued the assailed July 27, 2007 Order.
Since the Court of Appeals likewise denied RCBC's motion for reconsideration, the latter now brings the matter before this Court via the present petition, wherein RCBC relies on the following arguments:
I
THE COURT OF APPEALS HAS DECIDED THE CASE IN A MANNER NOT IN ACCORDANCE WITH LAW AND APPLICABLE DECISIONS OF THE HONORABLE COURT WHEN IT RULED THAT THE REHABILITATION COURT DID NOT EXPRESS A PRE-EXISTING DISPOSITION WITH RESPECT TO THE REHABILITATION PROCEEDINGS. aScITE
II
THE COURT OF APPEALS HAS DECIDED THE CASE IN A MANNER NOT IN ACCORDANCE WITH LAW AND APPLICABLE DECISIONS OF THE HONORABLE COURT WHEN IT AFFIRMED THE ORDER DATED 27 JULY 2007 OF THE REHABILITATION COURT GIVING DUE COURSE TO PRIVATE RESPONDENT WGI'S PETITION FORCORPORATE REHABILITATION CONSIDERING THAT THERE WERE GLARING MATERIAL DEFECTS IN THE SAID PETITION FOR CORPORATE REHABILITATION AND IN THE REHABILITATION PLAN.
A. THE VERIFICATION UNDER THE RULES ON CORPORATE REHABILITATION IS A SUBSTANTIVE REQUIREMENT. THUS, THE DEFECTS IN THE VERIFICATION AND THE AFFIDAVIT OF GENERAL FINANCIAL INFORMATION RENDERED THE PETITION FOR CORPORATE REHABILITATION FATALLY DEFECTIVE AND, HENCE, DISMISSIBLE.
B. PRIVATE RESPONDENT WGI ADMITTED, AND THE REHABILITATION COURT FOUND THAT THE INTERIM FINANCIAL STATEMENTS CONTAINED DISCREPANCIES. THIS FINDING COUPLED WITH THE VAGUE AND/OR INCONSISTENT FINANCIAL INFORMATION SHOULD HAVE WARRANTED THE DISMISSAL OF THE PETITION FOR CORPORATE REHABILITATION.
C. IT IS UNDISPUTED THAT THE REHABILITATION PLAN FAILED TO COMPLY WITH THE REQUIREMENTS UNDER SECTION 5, RULE 4 OF THE RULES ON CORPORATE REHABILITATION.6
On April 12, 2010, WGI filed a Comment in response to RCBC's petition. Thereafter, a Reply was submitted by RCBC on October 1, 2010.
After a careful consideration of the parties' submissions, we find no reason to overturn the assailed issuances of the Court of Appeals.
Jurisprudence tells us that, in a petition for review under Rule 45 of the Rules of Court, only questions of law can be raised. 7 This is an affirmation of what is explicitly prescribed in the last sentence of Section 1 of the said Rule which states that "(t)he petition shall raise only questions of law which must be distinctly set forth." Thus, this Court cannot be a trier of facts.
In the recent case of General Mariano Alvarez Services Cooperative, Inc. v. National Housing Authority, 8 we reiterated the difference between a question of law and a question of fact in this manner:
A question of law arises when the doubt or difference exists as to what the law is on a certain state of facts, while a question of fact exists when the doubt or difference arises as to the truth or falsity of the alleged facts. The test in determining whether a question is one of law or of fact is whether the appellate court can resolve the issue raised without reviewing or evaluating the evidence, in which case, it is a question of law. Any question that invites calibration of the whole evidence, as well as their relation to each other and to the whole, is a question of fact and thus proscribed in a Rule 45 petition.
The issues raised by RCBC are essentially factual in nature. An analysis of the matters raised by RCBC in the instant petition would reveal that its case hinged on three main concerns which are: (1) whether or not the trial court expressed a pre-existing disposition to grant WGI's petition for rehabilitation; (2) whether or not WGI's petition for rehabilitation suffers from glaring material defects; and (3) whether or not WGI's rehabilitation plan contains vague and/or inconsistent financial information. Clearly, the resolution of the aforementioned issues requires that this Court analyze again documentary evidence introduced in, and considered by, the trial court which is an exercise that is proscribed by both procedural rules and jurisprudence.
Moreover, we have emphasized that, as a matter of sound practice and procedure, this Court defers and accords finality to the factual findings of trial courts, more so, when as here, such findings are undisturbed by the appellate court. 9
Thus, we reiterate that, when supported by substantial evidence, the findings of fact by the Court of Appeals are conclusive and binding on the parties and are not reviewable by this Court, 10 unless the case falls under any of the exceptions: (1) when the findings are grounded entirely on speculations, surmises or conjectures; (2) when the inference made is manifestly mistaken, absurd or impossible; (3) when there is grave abuse of discretion; (4) when the judgment is based on misapprehension of facts; (5) when the findings of fact are conflicting; (6) when in making its findings the Court of Appeals went beyond the issues of the case, or its findings are contrary to the admissions of both the appellant and appellee; (7) when the findings are contrary to those of the trial court; (8) when the findings are conclusions without citation of specific evidence on which they are based; (9) when the facts set forth in the petition as well as in the petitioner's main and reply briefs are not disputed by the respondent; (10) when the findings of fact are premised on the supposed absence of evidence and contradicted by the evidence on record; and (11) when the Court of Appeals manifestly overlooked certain relevant facts not disputed by parties, which, if properly considered, would justify a different conclusion. 11 Unfortunately, none of the foregoing exceptions exist in the case at bar.
Even if we were to overlook this procedural obstacle and evaluate the petition on the merits, the disposition of this case would remain the same.
First, we cannot give credit to petitioner's contention that the trial court, in issuing its July 27, 2007 Order, failed to address all of the former's objections and arguments and thus, showed a predisposition to give due course to respondent's petition for rehabilitation. As correctly ruled by the appellate court, a perusal of the trial court's order showed "that the arguments of the oppositors were in fact considered. In fact, the trial court even discussed the arguments of oppositors ABN-AMRO, UCPB and RCBC one by one and even made a summary of the arguments common to all of them." 12 In any event, we have previously held that "a court need not rule on each and every issue raised, particularly if the issue will not vary the tenor of the court's ultimate ruling." 13 Assuming arguendo that the trial court failed to specifically address any of RCBC's objections, the same is not necessarily indicative of prejudgment or prejudice. HEITAD
Second, we affirm the Court of Appeals' ruling that the trial court acted well within its discretion in finding that the petition was indeed sufficient in form and substance, considering that all the documents required by law to be submitted in support thereof were attached to the petition and the alleged discrepancies and errors in the petition or its attachments do not belie the distressed financial situation of respondent company.
Third, we likewise concur with the appellate court's finding that the issue regarding the notarization of the verification of the rehabilitation petition a day before the notarization of the Affidavit of General Condition attached to said petition had been adequately explained. In any event, it is settled in jurisprudence that:
[T]he requirement regarding verification of a pleading is formal, not jurisdictional. Such requirement is simply a condition affecting the form of the pleading, non-compliance with which does not necessarily render the pleading fatally defective. Verification is simply intended to secure an assurance that the allegations in the pleading are true and correct and not the product of the imagination or a matter of speculation, and that the pleading is filed in good faith. . . . . 14
The appellate court did not err in ruling that procedural rules may be relaxed in the interest of substantial justice.
Finally, we agree with the appellate court that petitioner's objection to the viability or feasibility of the rehabilitation plan is premature and would be best threshed out during the course of the rehabilitation proceedings. Citing the Interim Rules of Procedure on Corporate Rehabilitation and jurisprudence, the Court of Appeals correctly noted that determination of the sufficiency of rehabilitation petition is determined after the initial hearing but it is only after the petition has been given due course that the rehabilitation plan will be referred to the receiver for evaluation and recommendation and thereafter submitted to the trial court for approval.
In sum, petitioner has failed to demonstrate that the Court of Appeals committed any reversible error in its assailed issuances.
WHEREFORE, premises considered, the Court RESOLVES to:
(a) GRANT the Joint Motion for Substitution dated February 24, 2015 filed by Philippine Asset Growth One, Inc. and SkyBullion Incorporated; and
(b) DENY the present petition for review on certiorari for lack of merit.
SO ORDERED."PEREZ, J., on official leave; VELASCO, JR., J., acting member per S.O. No. 2253 dated October 14, 2015.
Very truly yours,
(SGD.) EDGAR O. ARICHETADivision Clerk of Court
Footnotes
1. Rollo, pp. 109-133; penned by Associate Justice Mariflor P. Punzalan Castillo with Associate Justices Conrado M. Vasquez, Jr. and Rosmari D. Carandang concurring.
2. Id. at 135-141.
3. Id. at 174-180.
4. Id. at 843.
5. Id. at 110-111.
6. Id. at 21-22.
7. Office of the Ombudsman v. De Villa, G.R. No. 208341, June 17, 2015.
8. G.R. No. 175417, February 9, 2015.
9. Gepulle-Garbo v. Garabato, G.R. No. 200013, January 14, 2015.
10. Paz v. New International Environmental Universality, Inc., G.R. No. 203993, April 20, 2015.
11. Jose Yulo Agricultural Corporation v. Davis, G.R. No. 197709, August 3, 2015.
12. Rollo, p. 130.
13. Macababbad, Jr. v. Masirag, 596 Phil. 76, 98 (2009).
14. Bank of the Philippine Islands v. Court of Appeals, 590 Phil. 530, 544 (2008).