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Poro Point Management Corporation vs. Bulk Handler's Inc.

The Supreme Court denied the consolidated petitions filed by Poro Point Management Corporation (PPMC) and Bases Conversion and Development Authority (BCDA), affirming the Court of Appeals' rulings. The Court held that BCDA and PPMC availed of improper remedies—notice of appeal and motion for reconsideration, respectively—which did not toll the 15-day reglementary period to appeal the RTC Judgment under Rule 43 in relation to Administrative Matter No. 04-9-07-SC, rendering the RTC Judgment final and executory. The Court also ruled that the RTC Judgment was not void for violating due process, as the parties were given the opportunity to be heard through the submission of memoranda, and the arbitration clause in the Agreement was permissive, not exclusive. The Court further held that the issue on the propriety of the Motion to Deposit was rendered moot by the RTC Judgment, but nonetheless ruled that BHI had legal personality to file the petition for certiorari and that the Motion to Deposit was properly treated as a judicial deposit or escrow, not consignation.

Primary Holding

A judgment that has acquired finality becomes immutable and unalterable, and may no longer be modified in any respect, even if the modification is meant to correct erroneous conclusions of fact and law. A wrong mode of appeal or a prohibited pleading does not toll the reglementary period to file the correct judicial remedy, and the right to appeal is merely a statutory privilege that may be exercised only in the manner and in accordance with the provisions of law.

Background

The Bases Conversion and Development Authority (BCDA) is a government corporation created pursuant to Republic Act No. 7227, the Bases Conversion and Development Act of 1992, which set out the policy to convert former military bases into alternative productive use. On July 27, 1993, President Fidel V. Ramos issued Proclamation No. 216, consolidating the former Wallace Air Station and surrounding areas into the Poro Point Special Economic and Freeport Zone (PPSEFZ), with BCDA as its governing body. John Hay Poro Point Development Corporation (JPDC) was designated as BCDA's implementing and operating arm for PPSEFZ, and in 2002, this authority was transferred to Poro Point Management Corporation (PPMC) through Executive Order No. 132.

History

  1. May 22, 2006 — BHI, PPIC, and individual stockholders filed a Complaint for Declaratory Relief under the Interim Rules of Procedure on Intra-Corporate Disputes with an application for TRO and writ of preliminary injunction against BCDA and PPMC, docketed as Civil Case No. 7188.

  2. June 16, 2006 — RTC granted the writ of preliminary injunction enjoining the implementation of the PPMC Resolution.

  3. April 23, 2007 and September 7, 2007 — RTC issued Orders denying BHI's Motion to Deposit Lease Rentals for lack of merit.

  4. November 13, 2008 — CA granted BHI's Petition for Certiorari in CA-G.R. SP No. 100816, annulled the Assailed Orders, and directed BHI to deposit the guaranteed annual revenues to a depositary pending resolution of Civil Case No. 7188.

  5. December 17, 2009 — RTC rendered Judgment upholding the validity of the Agreement, declaring PPIC's right to utilize the 15.3-hectare seaport area, reducing the guaranteed minimum annual revenue to PHP 9,562,500.00, and declaring PPIC's right to renewal of its registration as a PPSEFZ enterprise.

  6. April 11, 2011 — RTC dismissed BCDA's Notice of Appeal for being an incorrect remedy under Administrative Matter No. 04-9-07-SC and denied PPMC's motion for reconsideration as a prohibited pleading under the Interim Rules.

  7. July 11, 2014 — CA dismissed the consolidated Petitions for Review in CA-G.R. SP Nos. 119381 and 119482 as time-barred, affirming the RTC Judgment.

  8. January 21, 2015 — CA denied BCDA and PPMC's motions for reconsideration.

  9. April 07, 2025 — Supreme Court denied the consolidated Petitions for Review on Certiorari, affirming the CA Decisions and Resolutions.

Facts

The Bases Conversion and Development Authority (BCDA), a government corporation created under Republic Act No. 7227, was established as the governing body of the Poro Point Special Economic and Freeport Zone (PPSEFZ), with John Hay Poro Point Development Corporation (JPDC) designated as its implementing and operating arm. In 1998, BCDA and JPDC invited proposals for the development of PPSEFZ, and Bulk Handler's Inc. (BHI) was one of the bidders. After evaluating BHI's proposal and a series of negotiations, BCDA, JPDC, and BHI executed a Pre-Incorporation Agreement on September 21, 1999, which provided for the formation of a joint venture corporation known as Poro Point Industrial Corporation (PPIC).

Pursuant to the Agreement, BHI bound itself to guarantee a minimum annual revenue of USD 50,000,000.00 to BCDA and JPDC throughout the duration of the Agreement, subject to a 10% increase on the 10th year and another 10% increase every five years thereafter. BHI also agreed that BCDA and JPDC shall be entitled to an annual guaranteed revenue even if PPIC incurs net loss after tax. On the other hand, BCDA and JPDC obliged themselves to lease to PPIC for a minimum period of 25 years, renewable for the same period, the seaport area (approximately 30 hectares), an industrial area (minimum of 50 hectares), and a possible reclamation area. The parties agreed to turn over to PPIC within a 30-day period from the effective date the port area, its facilities, and structures free from any lien and encumbrances.

In October 1999, PPIC was registered with the Securities and Exchange Commission, with BHI, Emmanuel B. Moran, Jr., Juanita U. Tan, and Renato P. Venturina owning almost 70% of the outstanding shares, while the remaining stocks belonged to BCDA and JPDC. In 2002, the authority of JPDC was transferred to Poro Point Management Corporation (PPMC) through Executive Order No. 132. On October 26, 2000, the Agreement was reviewed and found to be in order by the Office of the Government Corporate Counsel.

On January 6, 2006, BHI wrote BCDA to demand the turnover of the undelivered portions of the project area, particularly the remaining 12 hectares of the seaport area and 50 hectares of the industrial area, with a threat of court action, and informed BCDA that it would withhold the minimum guaranteed annual revenue pending the complete turnover of the entire project area. Alleging defects in the bidding process, PPMC issued Board Resolution No. 2006-01-10 on January 23, 2006, recommending to BCDA the nullification of the Agreement. PPMC also did not renew PPIC's registration as a PPSEFZ-registered enterprise.

BHI, PPIC, and the individual stockholders filed a Complaint for Declaratory Relief under the Interim Rules of Procedure on Intra-Corporate Disputes on May 22, 2006, docketed as Civil Case No. 7188, alleging that BCDA and PPMC failed to turn over the entirety of the seaport area—only 18 hectares out of 30 hectares were transferred—and that no portion of the industrial area and possible reclamation area was delivered. BHI prayed that the RTC restrain BCDA and PPMC from implementing the PPMC Resolution and declare the Agreement legal and valid. PPMC argued that the PPMC Resolution was merely recommendatory and cannot be implemented without the imprimatur of BCDA. On June 8, 2006, BCDA wrote to PPMC informing the latter that the BCDA Board resolved to abide by the position of the OGCC that the Agreement is valid and binding. Through an Order dated June 16, 2006, the RTC granted the writ of preliminary injunction.

On July 31, 2006, PPIC paid the minimum guaranteed annual revenue for March to July 2006 in the total amount of PHP 19,791,666.70. On October 26, 2006, BHI, PPIC, and the individual stockholders filed a Motion to Deposit Lease Rentals with the RTC, claiming that since PPMC resolved to declare the Agreement void, it was proper to deposit the guaranteed annual revenue with the RTC in conformity with Rule 135, Section 6 of the Rules of Court. The RTC denied the Motion to Deposit on April 23, 2007, and denied reconsideration on September 7, 2007. BHI filed a Petition for Certiorari before the CA, docketed as CA-G.R. SP No. 100816, contending that the RTC acted with grave abuse of discretion.

During the pre-trial conference on November 16, 2007, the counsels of the parties admitted that there is no issue as to the validity of the Agreement. The RTC directed the parties to submit their memoranda on the propriety of the prayers of BHI and PPIC. BCDA moved for the dismissal of the Complaint due to the alleged impropriety of the action for declaratory relief, but this was denied by the RTC on May 12, 2008, and upheld by the CA on January 30, 2009; BCDA's subsequent Petition to the Supreme Court was withdrawn and considered closed and terminated. BHI and PPIC submitted the case for judgment pursuant to the Interim Rules in view of the admissions on record, while BCDA and PPMC opposed the Motion for Summary Judgment asserting that there are controverted factual issues.

On December 17, 2009, the RTC rendered Judgment declaring the Pre-Incorporation Agreement valid and effective, declaring PPIC's right to utilize, develop, operate, manage, and administer the 15.3-hectare area of the Poro Point Seaport which it currently occupies, relieving the defendants from complying with the stipulated undertakings to deliver the remainder of about 64.7 hectares, declaring the amount of PHP 9,562,500.00 as the guaranteed minimum annual revenue corresponding to the 15.3-hectare seaport area actually delivered, retroactive to November 1999, and declaring PPIC's right to the renewal of its registration as a PPSEFZ enterprise. The RTC ruled that BCDA and PPMC are estopped from questioning the validity of the Agreement after admitting receipt of PHP 327,658,329.96 as guaranteed minimum revenue from October 1999 to July 2006, and that the parties' incapability to fully comply with their stipulated undertaking entitles BHI and PPIC to rescind the Agreement with respect to the undelivered portion, based on the principle of unjust enrichment and equity jurisdiction.

BCDA filed a Notice of Appeal, while PPMC moved for reconsideration. On April 11, 2011, the RTC dismissed BCDA's Notice of Appeal for being an incorrect remedy under Administrative Matter No. 04-9-07-SC and denied PPMC's motion for being a prohibited pleading under the Interim Rules. PPMC and BCDA elevated the case to the CA, docketed as CA-G.R. SP Nos. 119381 and 119482, questioning the propriety of the summary judgment and arguing that the parties should have opted to arbitrate following Section 4.03 of the Agreement. On July 11, 2014, the CA dismissed the consolidated Petitions on procedural grounds, ruling that they were time-barred as both BCDA and PPMC failed to file the same within 15 days from receipt of the RTC Judgment, and that the improper remedies did not toll the running of the reglementary period.

Arguments of the Petitioners

  • Improper Remedies and Timeliness: BCDA and PPMC argued that the CA erred in declaring their Petitions for Review time-barred, contending that the merits of the case constitute a compelling reason to relax the rigid application of procedural rules, and that the RTC Judgment is void, hence, it did not attain finality.
  • Arbitration Clause: BCDA and PPMC alleged that the RTC went beyond its jurisdiction by resolving a dispute on the implementation or enforcement of the Agreement which falls within the mechanism for dispute resolution under the Agreement's arbitration clause.
  • Reliefs Beyond the Prayer: BCDA and PPMC argued that the RTC awarded reliefs beyond the prayer of the Complaint.
  • Due Process Violation: BCDA and PPMC contended that their right to due process and to confront the evidence against them was denied, as the oral motion for summary judgment or judgment on the pleadings was improper since there were triable factual issues requiring full-blown trial.
  • Prejudice from Deposit: BCDA and PPMC argued that their interests would be prejudiced if the guaranteed annual revenues would be deposited considering that they would not be paid despite PPIC's continued operation in the PPSEFZ and use of government facilities.
  • Consignation Requirements: BCDA and PPMC argued that Rule 135, Section 6 of the Rules of Court applies only if the procedure to be followed is not specifically governed by law, and since Articles 1256 and 1261 of the Civil Code govern the consignation of a thing or sum due, the same must be followed.
  • Inapplicability of Bataan: BCDA and PPMC argued that Bataan is not applicable because in that case the lease rentals were claimed by both parties, whereas here the accrued guaranteed annual revenue is not claimed by BHI.
  • Lack of Legal Personality: BCDA and PPMC argued that BHI had no legal personality to institute the Petition before the CA questioning the Assailed Orders, since BHI's obligation is merely subsidiary to that of PPIC.

Arguments of the Respondents

  • Mootness: BHI argued that the present controversy has been rendered moot by the RTC Judgment.
  • Judicial Deposit vs. Consignation: BHI argued that the judicial deposit sought was not the same as consignation, as the Motion to Deposit was not a means to extinguish BHI's or PPIC's obligations under the Agreement, but rather to preserve the rights of the parties pending the resolution of Civil Case No. 7188.
  • Applicability of Bataan: BHI asserted that the pronouncement of the Court on the propriety of an escrow order was broad enough to include other applications which are not necessarily on all fours with the factual circumstances in Bataan.
  • Finality of the RTC Judgment: BHI and PPIC alleged that the RTC Judgment in Civil Case No. 7188 is already final and executory considering the improper remedies availed of by BCDA and PPMC.
  • Due Process Afforded: BHI and PPIC alleged that the right to due process was afforded to all the parties, and considering the admission of the validity of the Agreement, there was no longer any genuine issue that would require full-blown trial.
  • Permissive Arbitration Clause: BHI and PPIC asserted that the arbitration clause in the Agreement is merely permissive, rather than mandatory or exclusive.

Issues

  • Timeliness of Appeals: Whether the CA erred in declaring the Petitions for Review time-barred for BCDA and PPMC's failure to avail of the proper remedies within the 15-day reglementary period.
  • Validity of the RTC Judgment: Whether the RTC Judgment is void for being issued in violation of due process, for awarding reliefs beyond the prayer of the Complaint, and for resolving a dispute which falls within the Agreement's arbitration clause.
  • Mootness of the Motion to Deposit: Whether the RTC Judgment rendered the issue on the propriety of the Motion to Deposit moot.
  • Legal Personality of BHI: Whether BHI has legal personality to file a petition for certiorari before the CA questioning the Assailed Orders.
  • Nature of the Motion to Deposit: Whether the CA committed reversible error when it annulled the Assailed Orders and directed BHI to deposit the guaranteed annual revenues to a depositary pending the resolution of Civil Case No. 7188.

Ruling

  • Timeliness of Appeals: No. The CA did not err in declaring the Petitions for Review time-barred. BCDA and PPMC availed of improper remedies—notice of appeal and motion for reconsideration, respectively—which did not toll the running of the 15-day reglementary period for appeal under Rule 43 of the Rules of Court, in relation to Administrative Matter No. 04-9-07-SC.
  • Validity of the RTC Judgment: No. The RTC Judgment is not void. The parties were afforded due process through the submission of memoranda, the arbitration clause in the Agreement is permissive and not exclusive, and the affirmative reliefs granted were proper under the doctrine in Adlawan vs. IAC.
  • Mootness of the Motion to Deposit: Yes. Considering the validity of the RTC Judgment, all questions regarding the propriety of the Motion to Deposit are rendered moot, as the deposited amounts are due to BCDA and PPMC subject to the reduction of the guaranteed minimum annual revenues pursuant to the RTC Judgment.
  • Legal Personality of BHI: Yes. BHI has legal personality to file a petition for certiorari before the CA, being a party to the Agreement, a party to the case, and a majority stockholder of PPIC, with sufficient personality and interest in the propriety of the Motion to Deposit.
  • Nature of the Motion to Deposit: No. The CA did not commit reversible error. The Motion to Deposit was properly treated as a judicial deposit or escrow order, not consignation, as its purpose was to sequester rather than consign the guaranteed annual revenues.

Ruling Rationale

  • Timeliness of Appeals: The Court agreed with the CA that BCDA and PPMC failed to timely question the RTC Judgment. Citing East West vs. Cruz, the Court affirmed the longstanding rule that a wrong mode of appeal does not toll the period to file the correct judicial remedy. Similarly, in Sanford Marketing vs. Philippine Primark, the Court explained that a prohibited pleading cannot toll the running of the period to appeal since such pleading cannot be given any legal effect precisely because of its being prohibited. Administrative Matter No. 04-9-07-SC provides that all decisions and final orders in cases falling under the Interim Rules shall be appealable to the CA via a petition for review under Rule 43 within 15 days from notice. BCDA should have filed a petition for review instead of a notice of appeal, and PPMC erred in moving for reconsideration, which is prohibited under Section 8 of the Interim Rules. Receiving the RTC Judgment on January 5 and 6, 2010, respectively, BCDA and PPMC should have filed their Petitions for Review within 15 days, or on or before January 20 and 21, 2010. Failing to do so, the RTC Judgment became final and executory on January 21 and 22, 2010. A judgment that has acquired finality becomes immutable and unalterable, and may no longer be modified in any respect, even if the modification is meant to correct erroneous conclusions of fact and law.

  • Validity of the RTC Judgment: The Court rejected BCDA and PPMC's contention that the RTC Judgment was void for violating due process. Citing People vs. Maquiling and Orlina vs. Ventura, the Court declared that a denial of due process results in a loss or lack of jurisdiction, and any decision made in contravention of one's right to due process is considered void. However, the threshold set by the Court is a party's deprivation of the opportunity to be heard. The RTC required the submission of memoranda before proceeding to render its Judgment, in consonance with Rule 4 of the Interim Rules, and all parties were able to submit their memoranda and present their arguments. All parties acknowledged the validity of the Agreement, eliminating any substantial disputes regarding its enforceability. PPMC, as a subsidiary of BCDA, does not possess final authority on this matter; its stance is merely advisory, in accordance with Section 3.1.1 of Executive Order No. 62, Series of 1993. The Court also echoed the RTC's finding that PPMC cannot unilaterally rescind or avoid the Agreement, especially since it has reaped benefits from the same, and that the power to rescind obligations must be invoked judicially. The issue on the propriety of the action for declaratory relief has already been finally determined between the parties, and the RTC Order and CA Decision on this matter have attained finality. Citing Adlawan vs. IAC, the Court explained that affirmative reliefs can be granted in an action for declaratory relief when the defendants do not raise an issue in the trial court to challenge the remedy or form of the action availed of as may be warranted by the evidence. The RTC merely applied existing jurisprudence on partial rescission based on equitable considerations, in view of the impossibility of performance of the Agreement, citing Spouses Francisco vs. DEAC Construction. The language of the arbitration clause in the Agreement is permissive and not exclusive—the word "shall" emphasizes the party's right to have disputes settled through arbitration, but it does not mandate that all disputes must be submitted to arbitration to the exclusion of all other recourses. Citing Cargill vs. San Fernando Regala Trading, the Court noted the current state of jurisprudence recognizes the applicability and enforceability of an arbitration clause despite the repudiation of one party of the contract's validity, but BHI and PPIC did not err in filing the Complaint before the RTC considering the permissive language of the arbitration clause.

  • Mootness of the Motion to Deposit: The Court held that considering the validity of the RTC Judgment, all questions regarding the propriety of the Motion to Deposit are rendered moot. The deposited amounts are due to BCDA and PPMC subject to the reduction of the guaranteed minimum annual revenues pursuant to the RTC Judgment. However, for the guidance of the bench, bar, and the public, the Court deemed it proper to nonetheless dispose of the issues raised in these Petitions.

  • Legal Personality of BHI: The Court ruled that BCDA and PPMC's claim that BHI lacked legal personality is unmeritorious. Rule 65, Section 1 of the Rules of Court states that an "aggrieved person" may file a verified petition for certiorari when a tribunal, board, or officer exercising judicial or quasi-judicial functions acts without or in excess of its jurisdiction, or with grave abuse of discretion amounting to lack or excess of jurisdiction. An "aggrieved person" refers to a party who feels they have been treated wrongly in a judicial or quasi-judicial proceeding, with their legal rights damaged. As a party whose interests have been injured by the Assailed Orders, BHI can undoubtedly assail said Orders through a petition for certiorari under Rule 65. Although BHI merely guarantees the minimum annual revenue, this does not mean that its interest in the case is any less than PPIC. BHI is a party to the Agreement, has several rights and obligations under the same, and has an interest in the Agreement's enforcement and implementation. BHI's status as a party to the case, a party to the Agreement, and a majority stockholder clothes it with sufficient personality and interest in the propriety of the Motion to Deposit.

  • Nature of the Motion to Deposit: The Court agreed with BHI that the Motion to Deposit was not a consignation. Consignation is the act of depositing the thing due with the court or judicial authorities whenever the creditor cannot accept or refuses to accept payment and generally requires a prior tender of payment, with the purpose of releasing the debtor or obligor from their obligation. On the other hand, a judicial deposit or sequestration takes place when the court orders for the attachment, seizure, or safekeeping of a property in litigation to maintain status quo during the pendency of litigation, or to insure the rights of the parties to the property in case of favorable judgment. The purpose of the Motion to Deposit was to deposit the guaranteed annual revenues with the RTC or to an institution chosen by the RTC as depositary of said revenues pending the final resolution of Civil Case No. 7188, and BHI would still be bound by its obligations in the Agreement. The escrow order contemplated in Bataan is conceptually similar to a judicial deposit, and the authority of courts to issue orders like these emanates from its exercise of jurisdiction over the main case. The Court recently cited Bataan in Guerrero Estate Development Co. vs. Leviste & Guerrero Realty Co. to affirm the trial court's deposit order directing the escrow of rental income during the pendency of a suit. As to the perceived prejudice, the Court noted that the fact that BCDA or PPMC did not receive revenues due to the Assailed Orders is but a natural consequence of litigation, and the deposited amount may even earn interest until it is given to BCDA and PPMC. By being in custodia legis, the guaranteed minimum annual revenues were effectively in the trial court's safekeeping pending proceedings.

Doctrines

  • Immutability of Final Judgments — A judgment that has acquired finality becomes immutable and unalterable, and may no longer be modified in any respect, even if the modification is meant to correct erroneous conclusions of fact and law, and whether it be made by the court that rendered it or by the Highest Court of the land. The rationale is to avoid delay in the administration of justice and to put an end to judicial controversies. The Court applied this doctrine in holding that the RTC Judgment became final and executory after BCDA and PPMC failed to timely avail of the proper remedies.

  • Wrong Mode of Appeal Does Not Toll the Period — A wrong mode of appeal does not toll the period to file the correct judicial remedy. A prohibited pleading cannot toll the running of the period to appeal since such pleading cannot be given any legal effect precisely because of its being prohibited. The right to appeal is not a natural right or a part of due process; it is merely a statutory privilege, and may be exercised only in the manner and in accordance with the provisions of law. The Court applied this doctrine in affirming the CA's dismissal of BCDA and PPMC's Petitions for Review as time-barred.

  • Due Process as Opportunity to be Heard — A violation of the right to due process occurs when a court or tribunal rules against a party without giving the person the opportunity to be heard. The denial of one's right to due process must amount to a deprivation of the opportunity to be heard. So long as parties have a right to participate and take part in proceedings, the subsequent judgment rendered cannot be voided for merely finding no merit in the claims set forth by the parties. The principle of due process only ensures fair procedure, not a favorable outcome. The Court applied this doctrine in holding that the RTC did not deprive BCDA and PPMC of their due process rights, as they were able to submit their memoranda and present their arguments.

  • Affirmative Reliefs in Declaratory Relief Actions — Although an action is for a declaratory judgment, if the allegations in the complaints are sufficient to make out a case for specific performance or recovery of property with claims for damages, and the defendants did not raise an issue in the trial court to challenge the remedy or form of the action availed of, the court can grant such affirmative relief as may be warranted by the evidence. The Court applied this doctrine in affirming the RTC Judgment insofar as it granted affirmative reliefs and consequently determined the rights and obligations of the parties to the Agreement.

  • Permissive Arbitration Clause — The word "shall" in an arbitration clause emphasizes the party's right to have disputes settled through arbitration; it does not mandate that all disputes regarding the enforcement or implementation of the Agreement must be submitted to arbitration to the exclusion of all other recourses including judicial remedies. Like all rights, the right of each party to submit disputes through binding arbitration may be exercised, and even waived depending on the express or implied actions of each party. The Court applied this doctrine in holding that BHI, PPIC, and the individual stockholders can resort to judicial action to enforce the terms of the Agreement.

  • Separability Doctrine — The validity of the contract containing the agreement to submit to arbitration does not affect the applicability of the arbitration clause itself. A contrary ruling would suggest that a party's mere repudiation of the main contract is sufficient to avoid arbitration. The Court cited this doctrine in Cargill vs. San Fernando Regala Trading to explain the current state of jurisprudence on the applicability and enforceability of an arbitration clause despite the repudiation of one party of the contract's validity.

  • Consignation vs. Judicial Deposit — Consignation is the act of depositing the thing due with the court or judicial authorities whenever the creditor cannot accept or refuses to accept payment and generally requires a prior tender of payment, with the purpose of releasing the debtor or obligor from their obligation. A judicial deposit or sequestration takes place when the court orders for the attachment, seizure, or safekeeping of a property in litigation to maintain status quo during the pendency of litigation, or to insure the rights of the parties to the property in case of favorable judgment. The Court applied this distinction in holding that the Motion to Deposit aimed to sequester rather than consign the guaranteed annual revenues.

  • Escrow Orders — Courts may issue an escrow order based on their intrinsic power to issue orders and other ancillary writs and processes incidental or reasonably necessary to the exercise of their main jurisdiction. An escrow is a written instrument which by its terms imports a legal obligation and which is deposited by the grantor, promisor, or obligor, or his agent with a stranger or third party, to be kept by the depositary until the performance of a condition or the happening of a certain event, and then to be delivered over to the grantee, promisee, or obligee. Money may be delivered in escrow. The Court applied this doctrine in affirming the CA's directive for BHI to deposit the guaranteed annual revenues to a depositary pending the resolution of Civil Case No. 7188.

Key Excerpts

  • "To stress, since the Bank availed of the wrong mode of appeal, its case was correctly dismissed by the CA. As a consequence, the RTC's November 25, 2013 Order became final and executory, given that the filing of a notice of appeal did not toll the reglementary period to file a petition for review on certiorari, the proper remedy to assail the dismissal order of the trial court." — This passage from East West v. Cruz, quoted by the Court, articulates the controlling rule that a wrong mode of appeal does not toll the reglementary period, which was the basis for affirming the CA's dismissal of BCDA and PPMC's Petitions for Review as time-barred.

  • "It bears emphasis that a prohibited pleading cannot toll the running of the period to appeal since such pleading cannot be given any legal effect precisely because of its being prohibited." — This passage from Sanford Marketing v. Philippine Primark, quoted by the Court, establishes the rule that a prohibited pleading, such as PPMC's motion for reconsideration under the Interim Rules, does not toll the running of the period to appeal.

  • "Time and again, the Court has held that where there is an apparent denial of the fundamental right to due process, a decision that is issued in disregard of that right is void for lack of jurisdiction, in view of the cardinal precept that in cases of a violation of basic constitutional rights, courts are ousted from their jurisdiction." — This passage from Orlina v. Ventura, quoted by the Court, defines the consequence of a denial of due process, which the Court distinguished from the present case where the parties were afforded the opportunity to be heard.

  • "Although the action is for a declaratory judgment but the allegations in the complaints are sufficient to make out a case for specific performance or recovery of property with claims for damages, and the defendants did not raise an issue in the trial court to challenge the remedy or form of the action availed of, the court can grant such affirmative relief as may be warranted by the evidence." — This passage from Adlawan v. IAC, quoted by the Court, establishes the doctrine that affirmative reliefs can be granted in an action for declaratory relief under certain circumstances, which the Court applied in affirming the RTC Judgment.

Precedents Cited

  • East West vs. Cruz, 907 Phil. 562 (2021) — Cited as controlling precedent for the rule that a wrong mode of appeal does not toll the period to file the correct judicial remedy, and that the right to appeal is merely a statutory privilege.
  • Sanford Marketing vs. Philippine Primark, G.R. No. 259961, January 30, 2023 — Cited as controlling precedent for the rule that a prohibited pleading cannot toll the running of the period to appeal since such pleading cannot be given any legal effect.
  • Orlina vs. Ventura, 844 Phil. 334 (2018) — Cited for the doctrine that a decision issued in disregard of the right to due process is void for lack of jurisdiction, and that the denial of due process must amount to a deprivation of the opportunity to be heard.
  • Office of the Ombudsman vs. Conti, 806 Phil. 384 (2017) — Cited for the principle that a violation of due process occurs when a court or tribunal rules against a party without giving the person the opportunity to be heard.
  • Diana vs. Balangue, 701 Phil. 19 (2013) — Cited for the rule that courts cannot grant a relief not prayed for in the pleadings or in excess of what is being sought by the party, and that due process considerations require that judgments must conform to and be supported by the pleadings and evidence presented in court.
  • Adlawan vs. IAC, 252 Phil. 165 (1989) — Cited as controlling precedent for the doctrine that affirmative reliefs can be granted in an action for declaratory relief when the defendants do not raise an issue in the trial court to challenge the remedy or form of the action availed of.
  • Spouses Francisco vs. DEAC Construction, 567 Phil. 610 (2008) — Cited for the principle that equitable considerations justify rescission of the portion of the obligation which had not been delivered, supporting the RTC's order of partial rescission.
  • Bataan vs. Villafuerte Jr., 419 Phil. 907 (2001) — Cited as controlling precedent for the power of courts to issue escrow orders pursuant to their intrinsic power to issue orders and other ancillary writs and processes incidental or reasonably necessary to the exercise of their main jurisdiction.
  • Guerrero Estate Development Co. vs. Leviste & Guerrero Realty Co., G.R. No. 253428, February 16, 2022 — Cited to affirm the trial court's deposit order directing the escrow of rental income during the pendency of a suit, following Bataan.
  • Cargill vs. San Fernando Regala Trading, 656 Phil. 29 (2011) — Cited for the separability doctrine, that the validity of the contract containing the agreement to submit to arbitration does not affect the applicability of the arbitration clause itself.
  • Gonzales vs. Climax Mining Ltd., 541 Phil. 143 (2007) — Cited in Cargill for the modification of the doctrine that a party's mere repudiation of the main contract is not sufficient to avoid arbitration.
  • Camp John Hay Development Co. vs. Charter Chemical and Coating Corporation, 585 Phil. 970 (2019) — Cited for the practical consideration that voiding the RTC Judgment would entail costs and result in unnecessary delays, and would be an abandonment of the Court's role to finally settle disputes.

Provisions

  • Rule 45, Rules of Court — The provision under which the consolidated Petitions for Review on Certiorari were filed, governing appeals to the Supreme Court from judgments or final orders of the Court of Appeals.
  • Rule 43, Rules of Court — The provision governing appeals to the Court of Appeals from judgments or final orders of the RTC in cases falling under the Interim Rules, with a 15-day reglementary period for filing a petition for review.
  • Rule 65, Section 1, Rules of Court — The provision defining who may file a verified petition for certiorari, which the Court applied in determining that BHI, as an "aggrieved person," had legal personality to challenge the Assailed Orders.
  • Rule 135, Section 6, Rules of Court — The provision on the means to carry jurisdiction into effect, which BHI invoked in filing the Motion to Deposit, and which the Court discussed in relation to the court's power to issue ancillary writs and processes.
  • Rule 18, Section 10, Rules of Court — The provision allowing the trial court to include in the pre-trial order that a case be submitted for summary judgment or judgment on the pleadings when there are no controverted facts, which the Court cited in discussing the summary nature of proceedings under the Interim Rules.
  • Rule 35, Section 1, Rules of Court — The provision allowing a party to move for a summary judgment at any time after the answer has been served, cited by the Court in discussing the rules governing summary proceedings.
  • Administrative Matter No. 04-9-07-SC — The administrative matter providing that all decisions and final orders in cases falling under the Interim Rules shall be appealable to the CA through a petition for review under Rule 43 within 15 days from notice, which the Court applied in determining that BCDA and PPMC availed of improper remedies.
  • Interim Rules of Procedure on Intra-Corporate Disputes, Section 8 — The provision prohibiting certain pleadings, including motions for reconsideration, in cases involving intra-corporate disputes, which the Court applied in determining that PPMC's motion for reconsideration was a prohibited pleading.
  • Interim Rules of Procedure on Intra-Corporate Disputes, Sections 4 and 5 — The provisions governing judgments before or after pre-trial, which the Court cited in discussing the summary nature of proceedings and the RTC's authority to render judgment after the submission of memoranda.
  • Republic Act No. 7227 — The Bases Conversion and Development Act of 1992, which created BCDA and set out the policy for the conversion of former military bases.
  • Proclamation No. 216, Series of 1993 — The proclamation consolidating the former Wallace Air Station and surrounding areas into the Poro Point Special Economic and Freeport Zone.
  • Executive Order No. 62, Series of 1993, Section 3.1.1 — The provision outlining the governance framework for subsidiaries under the BCDA's oversight, which the Court cited in determining that PPMC's stance on the Agreement's validity was merely advisory.
  • Executive Order No. 132 — The executive order transferring the authority of JPDC as the operating and implementing arm of BCDA in managing PPSEFZ to PPMC.
  • Articles 1256 to 1261 and 1989, Civil Code — The provisions governing the requisites of a valid consignation, which the Court distinguished from a judicial deposit or escrow order.
  • Articles 2005 to 2009, Civil Code — The provisions providing the foundation for a court's authority to order judicial deposit or sequestration, cited by the Court in distinguishing consignation from judicial deposit.

Notable Concurring Opinions

  • Caguioa (Chairperson)
  • Gaerlan
  • Dimaampao

Notable Dissenting Opinions

N/A — The decision does not mention any dissenting opinion. Justice Inting was on official business and did not participate.