6 UCPB v. Beluso

VOL.
530, AUGUST 17, 2007 567

United Coconut Planters Bank vs. Beluso
*
G.R. No. 159912. August 17, 2007.
UNITED COCONUT PLANTERS BANK, petitioner,

vs. SPOUSES SAMUEL and ODETTE BELUSO,
respondents.
Obligations and Contracts; Loans; Principle of

Mutuality; In order that obligations arising from contracts
may have the force of law between the parties, there must be
mutuality between the parties based on their essential
equality.—Article 1308 of the Civil Code provides: Art. 1308.
The contract must bind both contracting parties; its validity
or compliance cannot be left to the will of one of them. We
applied this provision in Philippine National Bank v. Court
of Appeals, 196 SCRA 536 (1991), where we held: In order
that obligations arising from contracts may have the force of
law between the parties, there must be mutuality between
the parties based on their essential equality. A contract
containing a condition which makes its fulfillment dependent
exclusively upon the uncontrolled will of one of the
contracting parties, is void (Garcia vs. Rita Legarda, Inc., 21
SCRA 555). Hence, even assuming that the P1.8 million loan
agreement between the PNB and the private respondent
gave the PNB a license (although in fact there was none) to
increase the interest rate at will during the term of the loan,
that license would have been null and void for being violative
of the principle of mutuality essential in contracts. It would
have invested the loan agreement with the character of a
contract of adhesion, where the parties do not bargain on
equal footing, the weaker party’s (the debtor) participation
being reduced to the alternative “to take it or leave it” (Qua
vs. Law Union & Rock Insurance Co., 95 Phil. 85). Such a
contract is a veritable trap for the weaker party whom the
courts of justice must protect against abuse and imposition.
Same; Same; Same; A provision stating that the interest
shall be at the “rate indicative of DBD retail rate or as
determined by the Branch Head” is indeed dependent solely
on the will of the lender; A rate “as determined by the Branch
Head” gives the latter unfettered discretion on what the rate
may be—the Branch Head may choose any rate he or she
desires.—The provision stating that the interest shall be at
the “rate indicative of DBD retail rate or as determined
_______________
* THIRD DIVISION.
568
568 SUPREME COURT REPORTS ANNOTATED
by the Branch Head” is indeed dependent solely on the will of

petitioner UCPB. Under such provision, petitioner UCPB has
two choices on what the interest rate shall be: (1) a rate
indicative of the DBD retail rate; or (2) a rate as determined
by the Branch Head. As UCPB is given this choice, the rate
should be categorically determinable in both choices. If either
of these two choices presents an opportunity for UCPB to fix
the rate at will, the bank can easily choose such an option,
thus making the entire interest rate provision violative of the
principle of mutuality of contracts. Not just one, but rather
both, of these choices are dependent solely on the will of
UCPB. Clearly, a rate “as determined by the Branch Head”
gives the latter unfettered discretion on what the rate may
be. The Branch Head may choose any rate he or she desires.
As regards the rate “indicative of the DBD retail rate,” the
same cannot be considered as valid for being akin to a
“prevailing rate” or “prime rate” allowed by this Court in
Polotan.
Same; Same; Estoppel; Estoppel cannot be predicated on
an illegal act.—Estoppel cannot be predicated on an illegal
act. As between the parties to a contract, validity cannot be
given to it by estoppel if it is prohibited by law or is against
public policy.
Same; Same; Truth in Lending Act; Not disclosing the
true finance charges in connection with the extensions of
credit is a form of deception which we cannot countenance.—
The interest rate provisions in the case at bar are illegal not
only because of the provisions of the Civil Code on mutuality
of contracts, but also, as shall be discussed later, because
they violate the Truth in Lending Act. Not disclosing the true
finance charges in connection with the extensions of credit is,
furthermore, a form of deception which we cannot
countenance. It is against the policy of the State as stated in
the Truth in Lending Act: Sec. 2. Declaration of Policy.—It is
hereby declared to be the policy of the State to protect its
citizens from a lack of awareness of the true cost of credit to
the user by assuring a full disclosure of such cost with a view
of preventing the uninformed use of credit to the detriment of
the national economy.
Same; Same; Default commences upon judicial or
extrajudicial demand, and the excess amount in such a
demand does not nullify the demand itself, which is valid
with respect to the proper amount.—Default commences upon
judicial or extrajudicial demand. The ex-
569
VOL. 530, AUGUST 17, 2007 569

cess amount in such a demand does not nullify the demand
itself, which is valid with respect to the proper amount. A
contrary ruling would put commercial transactions in
disarray, as validity of demands would be dependent on the
exactness of the computations thereof, which are too often
contested. There being a valid demand on the part of UCPB,
albeit excessive, the spouses Beluso are considered in default
with respect to the proper amount and, therefore, the
interests and the penalties began to run at that point.
Same; Same; Interest; The Court sees sufficient basis to
impose a 12% legal interest in favor of the lender in the case
at bar, as what was voided is merely the stipulated rate of
interest and not the stipulation that the loan shall earn
interest.—All these show that the spouses Beluso had
acknowledged before the RTC their obligation to pay a 12%
legal interest on their loans. When the RTC failed to include
the 12% legal interest in its computation, however, the
spouses Beluso merely defended in the appellate courts this
non-inclusion, as the same was beneficial to them. We see,
however, sufficient basis to impose a 12% legal interest in
favor of petitioner in the case at bar, as what we have voided
is merely the stipulated rate of interest and not the
stipulation that the loan shall earn interest.
Same; Same; Same; Compounded Interest; The
contracting parties may by stipulation capitalize the interest
due and unpaid, which as added principal, shall earn new
interest.—We must likewise uphold the contract stipulation
providing the compounding of interest. The provisions in the
Credit Agreement and in the promissory notes providing for
the compounding of interest were neither nullified by the
RTC or the Court of Appeals, nor assailed by the spouses
Beluso in their petition with the RTC. The compounding of
interests has furthermore been declared by this Court to be
legal. We have held in Tan v. Court of Appeals, that: Without
prejudice to the provisions of Article 2212, interest due and
unpaid shall not earn interest. However, the contracting
parties may by stipulation capitalize the interest due
and unpaid, which as added principal, shall earn new
interest.
Same; Same; Same; Penalties; Like in the case of grossly
excessive interests, the penalty stipulated in the contract may
also be reduced by the courts if it is iniquitous or
unconscionable; If a 36%
570
interest in itself has been declared unconscionable by the

Supreme Court, what more a 30.41% to 36% penalty, over and
above the payment of compounded interest?—As regards the
imposition of penalties, however, although we are likewise
upholding the imposition thereof in the contract, we find the
rate iniquitous. Like in the case of grossly excessive
interests, the penalty stipulated in the contract may also be
reduced by the courts if it is iniquitous or unconscionable. We
find the penalty imposed by UCPB, ranging from 30.41% to
36%, to be iniquitous considering the fact that this penalty is
already over and above the compounded interest likewise
imposed in the contract. If a 36% interest in itself has been
declared unconscionable by this Court, what more a 30.41%
to 36% penalty, over and above the payment of compounded
interest? UCPB itself must have realized this, as it gave us a
sample computation of the spouses Beluso’s obligation if both
the interest and the penalty charge are reduced to 12%.
Attorney’s Fees; Default; Filing a case in court is the
judicial demand referred to in Article 1169 of the Civil Code,
which would put the obligor in delay; Since both parties were
forced to litigate to protect their respective rights, and both
are entitled to the award of attorney’s fees from the other,
practical reasons dictate that the Court sets off or compensate
both parties’ liabilities for attorney’s fees.—As regards the
attorney’s fees, the spouses Beluso can actually be liable
therefor even if there had been no demand. Filing a case in
court is the judicial demand referred to in Article 1169 of the
Civil Code, which would put the obligor in delay. The RTC,
however, also held UCPB liable for attorney’s fees in this
case, as the spouses Beluso were forced to litigate the issue
on the illegality of the interest rate provision of the
promissory notes. The award of attorney’s fees, it must be
recalled, falls under the sound discretion of the court. Since
both parties were forced to litigate to protect their respective
rights, and both are entitled to the award of attorney’s fees
from the other, practical reasons dictate that we set off or
compensate both parties’ liabilities for attorney’s fees.
Therefore, instead of awarding attorney’s fees in favor of
petitioner, we shall merely affirm the deletion of the award of
attorney’s fees to the spouses Beluso.
Foreclosure of Mortgage; Annulment of Foreclosure Sale;
The grounds for the proper annulment of the foreclosure sale
are the following: (1) that there was fraud, collusion, accident,
mutual mis-
571
VOL. 530, AUGUST 17, 2007 571
take, breach of trust or misconduct by the purchaser; (2) that

the sale had not been fairly and regularly conducted; or (3)
that the price was inadequate and the inadequacy was so
great as to shock the conscience of the court.—We agree with
UCPB and affirm the validity of the foreclosure proceedings.
Since we already found that a valid demand was made by
UCPB upon the spouses Beluso, despite being excessive, the
spouses Beluso are considered in default with respect to the
proper amount of their obligation to UCPB and, thus, the
property they mortgaged to secure such amounts may be
foreclosed. Consequently, proceeds of the foreclosure sale
should be applied to the extent of the amounts to which
UCPB is rightfully entitled. As argued by UCPB, none of the
grounds for the annulment of a foreclosure sale are present
in this case. The grounds for the proper an-nulment of the
foreclosure sale are the following: (1) that there was fraud,
collusion, accident, mutual mistake, breach of trust or
misconduct by the purchaser; (2) that the sale had not been
fairly and regularly conducted; or (3) that the price was
inadequate and the inadequacy was so great as to shock the
conscience of the court.
Loans; Truth in Lending Act; Pleadings and Practice;
The allegation that the promissory notes grant the lender the
power to unilaterally fix the interest rates certainly also
means that the promissory notes do not contain a “clear
statement in writing” of “(6) the finance charge expressed in
terms of pesos and centavos; and (7) the percentage that the
finance charge bears to the amount to be financed expressed
as a simple annual rate on the outstanding unpaid balance of
the obligation.”—The allegations in the complaint, much
more than the title thereof, are controlling. Other than that
stated by the Court of Appeals, we find that the allegation of
violation of the Truth in Lending Act can also be inferred
from the same allegation in the complaint we discussed
earlier: b.) In unilaterally imposing an increased interest
rates (sic) respondent bank has relied on the provision of
their promissory note granting respondent bank the power to
unilaterally fix the interest rates, which rate was not
determined in the promissory note but was left solely to the
will of the Branch Head of the respondent Bank, x x x. The
allegation that the promissory notes grant UCPB the power
to unilaterally fix the interest rates certainly also means that
the promissory notes do not contain a “clear statement in
writing” of “(6) the finance charge expressed in terms of pesos
and centavos; and (7) the percentage that the finance charge
bears to the amount to be financed expressed as a simple
572

annual rate on the outstanding unpaid balance of the
obligation.” Furthermore, the spouses Beluso’s prayer “for
such other reliefs just and equitable in the premises” should
be deemed to include the civil penalty provided for in Section
6(a) of the Truth in Lending Act.
Same; Same; Prescription; As the penalty provided under
the Truth in Lending Act depends on the finance charge
required of the borrower, the borrower’s cause of action would
only accrue when such finance charge is required.—UCPB’s
contention that this action to recover the penalty for the
violation of the Truth in Lending Act has already prescribed
is likewise without merit. The penalty for the violation of the
act is P100 or an amount equal to twice the finance charge
required by such creditor in connection with such transaction,
whichever is greater, except that such liability shall not
exceed P2,000.00 on any credit transaction. As this penalty
depends on the finance charge required of the borrower, the
borrower’s cause of action would only accrue when such
finance charge is required. In the case at bar, the date of the
demand for payment of the finance charge is 2 September
1998, while the foreclosure was made on 28 December 1998.
The filing of the case on 9 February 1999 is therefore within
the one-year prescriptive period.
Same; Same; Pleadings and Practice; Joinder of Causes
of Action; As can be gleaned from Section 6(a) and (c) of the
Truth in Lending Act, the violation of the said Act gives rise
to both criminal and civil liabilities; In the case at bar, the
civil action to recover the penalty under Section 6(a) of the
Truth in Lending Act had been jointly instituted with (1) the
action to declare the interests in the promissory notes void,
and (2) the action to declare the foreclosure void. This joinder
is allowed under Rule 2, Section 5 of the Rules of Court.—As
can be gleaned from Section 6(a) and (c) of the Truth in
Lending Act, the violation of the said Act gives rise to both
criminal and civil liabilities. Section 6(c) considers a criminal
offense the willful violation of the Act, imposing the penalty
therefor of fine, imprisonment or both. Section 6(a), on the
other hand, clearly provides for a civil cause of action for
failure to disclose any information of the required
information to any person in violation of the Act. The penalty
therefor is an amount of P100 or in an amount equal to twice
the finance charge required by the creditor in connection
with such transaction, whichever is greater, except that the
liability shall not exceed P2,000.00 on any credit transaction.
The action to recover such penalty may be instituted by the
aggrieved private person
573
VOL. 530, AUGUST 17, 2007 573
separately and independently from the criminal case for the

same offense. In the case at bar, therefore, the civil action to
recover the penalty under Section 6(a) of the Truth in
Lending Act had been jointly instituted with (1) the action to
declare the interests in the promissory notes void, and (2) the
action to declare the foreclosure void. This joinder is allowed
under Rule 2, Section 5 of the Rules of Court.
Same; Same; Same; Same; Due Process; Due process
mandates that a defendant should be sufficiently apprised of
the matters he or she would be defending himself or herself
against.—In attacking the RTC’s disposition on the violation
of the Truth in Lending Act since the same was not alleged in
the complaint, UCPB is actually asserting a violation of due
process. Indeed, due process mandates that a defendant
should be sufficiently apprised of the matters he or she would
be defending himself or herself against. However, in the 1
July 1999 pre-trial brief filed by the spouses Beluso before
the RTC, the claim for civil sanctions for violation of the
Truth in Lending Act was expressly alleged, thus: Moreover,
since from the start, respondent bank violated the Truth in
Lending Act in not informing the borrower in writing before
the execution of the Promissory Notes of the interest rate
expressed as a percentage of the total loan, the respondent
bank instead is liable to pay petitioners double the amount
the bank is charging petitioners by way of sanction for its
violation.
Actions; Venue; Where the causes of action are between
the same parties but pertain to different venues or
jurisdictions, the joinder may be allowed in the Regional
Trial Court provided one of the causes of action falls within
the jurisdiction of said court and the venue lies therein.—We
have already ruled that the action to recover the penalty
under Section 6(a) of the Truth in Lending Act had been
jointly instituted with (1) the action to declare the interests
in the promissory notes void, and (2) the action to declare the
foreclosure void. There had been no question that the above
actions belong to the jurisdiction of the RTC. Subsection (c) of
the above-quoted Section 5 of the Rules of Court on Joinder
of Causes of Action provides: (c) Where the causes of action
are between the same parties but pertain to different venues
or jurisdictions, the joinder may be allowed in the Regional
Trial Court provided one of the causes of action falls within
the jurisdiction of said court and the venue lies therein.
574
Loans; Credit Lines; Words and Phrases; Opening a

credit line does not create a credit transaction of loan or
mutuum, since the former is merely a preparatory contract to
the contract of loan or mutuum—under such credit line, the
bank is merely obliged, for the considerations specified
therefor, to lend to the other party amounts not exceeding the
limit provided.—Opening a credit line does not create a
credit transaction of loan or mutuum, since the former is
merely a preparatory contract to the contract of loan or
mutuum. Under such credit line, the bank is merely obliged,
for the considerations specified therefor, to lend to the other
party amounts not exceeding the limit provided. The credit
transaction thus occurred not when the credit line was
opened, but rather when the credit line was availed of. In the
case at bar, the violation of the Truth in Lending Act
allegedly occurred not when the parties executed the Credit
Agreement, where no interest rate was mentioned, but when
the parties executed the promissory notes, where the
allegedly offending interest rate was stipulated.
Same; Truth in Lending Act; Section 4 of the Truth in
Lending Act clearly provides that the disclosure statement
must be furnished prior to the consummation of the
transaction.—UCPB further argues that since the spouses
Beluso were duly given copies of the subject promissory notes
after their execution, then they were duly notified of the
terms thereof, in substantial compliance with the Truth in
Lending Act. Once more, we disagree. Section 4 of the Truth
in Lend-ing Act clearly provides that the disclosure
statement must be furnished prior to the consummation of
the transaction.
Same; Same; The belated discovery of the true cost of
credit will too often not be able to reverse the ill effects of an
already consummated business decision.—The rationale of
this provision is to protect users of credit from a lack of
awareness of the true cost thereof, proceeding from the
experience that banks are able to conceal such true cost by
hidden charges, uncertainty of interest rates, deduction of
interests from the loaned amount, and the like. The law
thereby seeks to protect debtors by permitting them to fully
appreciate the true cost of their loan, to enable them to give
full consent to the contract, and to properly evaluate their
options in arriving at business decisions. Upholding UCPB’s
claim of substantial compliance would defeat these purposes
of the Truth in Lending Act. The belated discovery of the true
cost of credit will too often not be able to reverse the ill
effects of an already consummated business decision.
575
VOL. 530, AUGUST 17, 2007 575

Actions; Pleadings and Practice; Venue; Motions to
Dismiss; When an action is dismissed on the motion of the
other party, it is only when the ground for the dismissal of an
action is found in paragraphs (f), (h) and (i) of Section 1, Rule
16, that the action cannot be refiled—as regards all the other
grounds, the complainant is allowed to file same action, but
should take care that, this time, it is filed with the proper
court or after the accomplishment of the erstwhile absent
condition precedent, as the case may be; While it is the general
rule that in cases where there are two pending actions
between the same parties on the same issue, it should be the
later case that should be dismissed, the first action may
nevertheless be dismissed if the later action is the more
appropriate vehicle for the ventilation of the issues between
the parties.—When an action is dismissed on the motion of
the other party, it is only when the ground for the dismissal
of an action is found in paragraphs (f), (h) and (i) that the
action cannot be refiled. As regards all the other grounds, the
complainant is allowed to file same action, but should take
care that, this time, it is filed with the proper court or after
the accomplishment of the erstwhile absent condition
precedent, as the case may be. UCPB, however, brings to the
attention of this Court a Motion for Reconsideration filed by
the spouses Beluso on 15 January 1999 with the RTC of
Roxas City, which Motion had not yet been ruled upon when
the spouses Beluso filed Civil Case No. 99-314 with the RTC
of Makati. Hence, there were allegedly two pending actions
between the same parties on the same issue at the time of
the filing of Civil Case No. 99-314 on 9 February 1999 with
the RTC of Makati. This will still not change our findings. It
is indeed the general rule that in cases where there are two
pending actions between the same parties on the same issue,
it should be the later case that should be dismissed.
However, this rule is not absolute. According to this Court in
Allied Banking Corporation v. Court of Appeals, 259 SCRA
371 (1996): In these cases, it is evident that the first action
was filed in anticipation of the filing of the later action and
the purpose is to preempt the later suit or provide a basis for
seeking the dismissal of the second action. Even if this is
not the purpose for the filing of the first action, it may
nevertheless be dismissed if the later action is the more
appropriate vehicle for the ventilation of the issues
between the parties.
PETITION for review on certiorari of the decision and

resolution of the Court of Appeals.
576

The facts are stated in the opinion of the Court.

Balbin and Associates for petitioner.
Stephen C. Arceño for respondents.
CHICO-NAZARIO, J.:
This is a Petition for Review on Certiorari under Rule

45 of the Rules of Court,1 which seeks to annul the
Court of Appeals
2
Decision dated 21 January 2003 and
its Resolution dated 9 September 2003 in CA-G.R. CV
No. 67318. The assailed Court of Appeals Decision
3
and
Resolution affirmed in turn
4
the Decision dated 23
March 2000 and Order dated 8 May 2000 of the
Regional Trial Court (RTC), Branch 65 of Makati City,
in Civil Case No. 99-314, declaring void the interest
rate provided in the promissory notes executed by the
respondents Spouses Samuel and Odette Beluso
(spouses Beluso) in favor of petitioner United Coconut
Planters Bank (UCPB).
The procedural and factual antecedents of this case
are as follows:
On 16 April 1996, UCPB granted the spouses Beluso
a Promissory Notes Line under a Credit Agreement
whereby the latter could avail from the former credit of
up to a maximum amount of P1.2 Million pesos for a
term ending on 30 April 1997. The spouses Beluso
constituted, other than their promissory notes, a real
estate mortgage over parcels of land in Roxas City,
covered by Transfer Certificates of Title No. T-31539
and T-27828, as additional security for the obligation.
The Credit Agreement was subsequently amended to
increase the amount of the Promissory Notes Line to a
maximum of
_______________
1 Penned by Associate Justice Remedios A. Salazar-Fernando with

Associate Justices Ruben T. Reyes (now a member of this Court) and
Edgardo F. Sundiam concurring; Rollo, pp. 69-81.
2 Rollo, p. 82.
3 Id., at pp. 83-87.
4 Id., at p. 88.
577
VOL. 530, AUGUST 17, 2007 577

P2.35 Million pesos and to extend the term thereof to

28 February 1998.
The spouses Beluso availed themselves of the credit
line under the following Promissory Notes:
PN # Date of PN Maturity Amount

Date Secured
8314-96-00083- 29 April 27 August P
3 1996 1996 700,000
8314-96-00085- 2 May 1996 30 August P
0 1996 500,000
8314-96- 20 20 March P
000292-2 November 1997 800,000
1996
The three promissory notes were renewed several

times. On 30 April 1997, the payment of the principal
and interest of the latter two promissory notes were
debited from the spouses Beluso’s account with UCPB;
yet, a consolidated loan for P1.3 Million was again
released to the spouses Beluso under one promissory
note with a due date of 28 February 1998.
To completely avail themselves of the P2.35 Million
credit line extended to them by UCPB, the spouses
Beluso executed two more promissory notes for a total
of P350,000.00:
PN # Date of PN Maturity Amount

Date Secured
97-00363- 11 December 28 February P 200,000
1 1997 1998
98-00002- 2 January 1998 28 February P 150,000
4 1998
However, the spouses Beluso alleged that the amounts

covered by these last two promissory notes were never
released or credited to their account and, thus, claimed
that the principal indebtedness was only P2 Million.
In any case, UCPB applied interest rates on the
different promissory notes ranging from 18% to 34%.
From 1996 to
578

February 1998 the spouses Beluso were able to pay the

total sum of P763,692.03.
From 28 February 1998 to 10 June 1998, UCPB
continued to charge interest and penalty on the
obligations of the spouses Beluso, as follows:
PN # Amount Interest Penalty Total

Secured
97- P 200,000 31% 36% P 225,313.24
00363-1
PN # Amount Interest Penalty Total
Secured
97- P 700,000 30.17% 32.786% P 795,294.72
00366-6 (7 days) (102
days)
97- P 28% 30.41% P1,462,124.54
00368-2 1,300,000 (2 days) (102
days)
98- P 150,000 33% 36% P 170,034.71
00002-4 (102
days)
The spouses Beluso, however, failed to make any

payment of the foregoing amounts.
On 2 September 1998, UCPB demanded that the
spouses Beluso pay their total obligation of
P2,932,543.00 plus 25% attorney’s fees, but the
spouses Beluso failed to comply therewith. On 28
December 1998, UCPB foreclosed the properties
mortgaged by the spouses Beluso to secure their credit
line, which, by that time, already ballooned to
P3,784,603.00.
On 9 February 1999, the spouses Beluso filed a
Petition for Annulment, Accounting and Damages
against UCPB with the RTC of Makati City.
On 23 March 2000, the RTC ruled in favor of the
spouses Beluso, disposing of the case as follows:
“PREMISES CONSIDERED, judgment is hereby rendered

declaring the interest rate used by [UCPB] void and the
foreclosure and Sheriff’s Certificate of Sale void. [UCPB] is
hereby ordered to return to [the spouses Beluso] the
properties subject of the foreclosure; to pay [the spouses
Beluso] the amount of P50,000.00 by way of
579
VOL. 530, AUGUST 17, 2007 579

attorney’s fees; and to pay the costs of suit. [The spouses
Beluso] are hereby
5
ordered to pay [UCPB] the sum of
P1,560,308.00.”
On 8 May 2000,6 the RTC denied UCPB’s Motion for

Reconsideration, prompting UCPB to appeal the RTC
Decision with the Court of Appeals. The Court of
Appeals affirmed the RTC Decision, to wit:
“WHEREFORE, premises considered, the decision dated

March 23, 2000 of the Regional Trial Court, Branch 65,
Makati City in Civil Case No. 99-314 is hereby AFFIRMED
subject to the modification that defendant-appellant 7
UCPB is
not liable for attorney’s fees or the costs of suit.”
On 9 September 2003, the Court of Appeals denied

UCPB’s Motion for Reconsideration for lack of merit.
UCPB thus filed the present petition, submitting the
following issues for our resolution:
WHETHER OR NOT THE HONORABLE COURT OF

APPEALS COMMITTED SERIOUS AND REVERSIBLE
ERROR WHEN IT AFFIRMED THE DECISION OF THE
TRIAL COURT WHICH DECLARED VOID THE
PROVISION ON INTEREST RATE AGREED UPON
BETWEEN PETITIONER AND RESPONDENTS
II

ERROR WHEN IT AFFIRMED THE COMPUTATION BY
THE TRIAL COURT OF RESPONDENTS’
INDEBTEDNESS AND ORDERED RESPONDENTS TO
PAY PETITIONER THE AMOUNT OF ONLY ONE
MILLION FIVE HUNDRED SIXTY THOUSAND THREE
HUNDRED EIGHT PESOS (P1,560,308.00)
_______________
5 Id., at p. 86.
6 Id., at p. 88.
7 Id., at p. 81.
580

III

TRIAL COURT WHICH ANNULLED THE FORECLOSURE
BY PETITIONER OF THE SUBJECT PROPERTIES DUE
TO AN ALLEGED “INCORRECT COMPUTATION” OF
RESPONDENTS’ INDEBTEDNESS
IV

TRIAL COURT WHICH FOUND PETITIONER LIABLE
FOR VIOLATION OF THE TRUTH IN LENDING ACT

ERROR WHEN IT FAILED TO ORDER THE DISMISSAL
OF THE CASE BECAUSE THE 8
RESPONDENTS ARE
GUILTY OF FORUM SHOPPING
Validity of the Interest Rates
The Court of Appeals held that the imposition of

interest in the following provision found in the
promissory notes of the spouses Beluso is void, as the
interest rates and the bases therefor were determined
solely by petitioner UCPB:
FOR VALUE RECEIVED, I, and/or We, on or before due

date, SPS. SAMUEL AND ODETTE BELUSO
(BORROWER), jointly and severally promise to pay to
UNITED COCONUT PLANTERS BANK (LENDER) or order
at UCPB Bldg., Makati Avenue, Makati City, Philippines,
the sum of ______________ PESOS, (P_____), Philippine
Currency, with interest thereon at the rate indicative
9
of DBD
retail rate or as determined by the Branch Head.”
_______________
8 Id., at pp. 337-338.

9 Id., at p. 184.
581
VOL. 530, AUGUST 17, 2007 581

UCPB asserts that this is a reversible error, and

claims that while the interest rate was not numerically
quantified in the face of the promissory notes, it was
nonetheless categorically fixed, at the time of execution
thereof, at the “rate indicative of the DBD retail rate.”
UCPB contends that said provision must be read with
another stipulation in the promissory notes subjecting
to review the interest rate as fixed:
“The interest rate shall be subject to review and may be

increased or decreased by the LENDER considering among
others the prevailing financial and monetary conditions; or
the rate of interest and charges which other banks or
financial institutions charge or offer to charge for similar
accommodations; and/or the resulting profitability to the
LENDER after 10
due consideration of all dealings with the
BORROWER.
In this regard, UCPB avers that these are valid
reference rates akin to a “prevailing rate” or “prime
rate” allowed
11
by this Court in Polotan v. Court of
Appeals. Furthermore, UCPB argues that even if the
proviso “as determined by the branch head” is
considered void, such a declaration would not ipso facto
render the connecting clause “indicative of DBD retail
rate” void in view of the separability clause of the
Credit Agreement, which reads:
“Section 9.08 Separability Clause.—If any one or more of the

provisions contained in this AGREEMENT, or documents
executed in connection herewith shall be declared invalid,
illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions
12
hereof shall
not in any way be affected or impaired.”
According to UCPB, the imposition of the questioned

interest rates did not infringe on the principle of
mutuality of contracts, because the spouses Beluso had
the liberty to choose
_______________
10 Id.
11 357 Phil. 250; 296 SCRA 247 (1998).
12 Rollo, p. 341.
582

whether or not to renew their credit13

line at the new
interest rates pegged by petitioner. UCPB also claims
that assuming there was any defect in the mutuality of
the contract at the time of its inception, such defect
was cured by the subsequent conduct of the spouses
Beluso in availing themselves of the credit line from
April 1996 to February 1998 without airing any protest
with respect to the interest rates imposed by UCPB.
According to14
UCPB, therefore, the spouses Beluso are
in estoppel.
We agree with the Court of Appeals, and find no
merit in the contentions of UCPB.
Article 1308 of the Civil Code provides:
“Art. 1308. The contract must bind both contracting parties;

its validity or compliance cannot be left to the will of one of
them.”
We applied this provision

15
in Philippine National Bank
v. Court of Appeals, where we held:
“In order that obligations arising from contracts may have

the force of law between the parties, there must be mutuality
between the parties based on their essential equality. A
contract containing a condition which makes its fulfillment
dependent exclusively upon the uncontrolled will of one of
the contracting parties, is void (Garcia vs. Rita Legarda, Inc.,
21 SCRA 555). Hence, even assuming that the P1.8 million
loan agreement between the PNB and the private respondent
gave the PNB a license (although in fact there was none) to
increase the interest rate at will during the term of the loan,
that license would have been null and void for being violative
of the principle of mutuality essential in contracts. It would
have invested the loan agreement with the character of a
contract of adhesion, where the parties do not bargain on
equal footing, the weaker party’s (the debtor) participation
being reduced to the alternative “to take it or leave it” (Qua
vs. Law Union & Rock Insurance Co., 95 Phil. 85).
_______________
13 Id., at p. 342.
14 Id., at pp. 344-346.
15 G.R. No. 88880, 30 April 1991, 196 SCRA 536, 545.
583
VOL. 530, AUGUST 17, 2007 583

Such a contract is a veritable trap for the weaker party

whom the courts of justice must protect against abuse and
imposition.”
The provision stating that the interest shall be at the

“rate indicative of DBD retail rate or as determined by
the Branch Head” is indeed dependent solely on the
will of petitioner UCPB. Under such provision,
petitioner UCPB has two choices on what the interest
rate shall be: (1) a rate indicative of the DBD retail
rate; or (2) a rate as determined by the Branch Head.
As UCPB is given this choice, the rate should be
categorically determinable in both choices. If either of
these two choices presents an opportunity for UCPB to
fix the rate at will, the bank can easily choose such an
option, thus making the entire interest rate provision
violative of the principle of mutuality of contracts.
Not just one, but rather both, of these choices are
dependent solely on the will of UCPB. Clearly, a rate
“as determined by the Branch Head” gives the latter
unfettered discretion on what the rate may be. The
Branch Head may choose any rate he or she desires. As
regards the rate “indicative of the DBD retail rate,” the
same cannot be considered as valid for being akin to a
“prevailing rate” or “prime rate” allowed by this Court
in Polotan. The interest rate in Polotan reads:
“The Cardholder agrees to pay interest per annum at 3% plus

16
the prime rate of Security Bank and Trust Company. x x x.”
In this provision in Polotan, there is a fixed margin

over the reference rate: 3%. Thus, the parties can
easily determine the interest rate by applying simple
arithmetic. On the other hand, the provision in the
case at bar does not specify any margin above or below
the DBD retail rate. UCPB can peg the interest at any
percentage above or below the DBD retail rate, again
giving it unfettered discretion in determining the
interest rate.
_______________
16 Supra note 11 at pp. 254-255; p. 252.
584

The stipulation in the promissory notes subjecting the

interest rate to review does not render the imposition
by UCPB of interest rates on the obligations of the
spouses Beluso valid. According to said stipulation:
“The interest rate shall be subject to review and may be

increased or decreased by the LENDER considering among
others the prevailing financial and monetary conditions; or
financial institutions charge or offer to charge for similar
accommodations; and/or the resulting profitability to the
LENDER after17 due consideration of all dealings with the
BORROWER.”
It should be pointed out that the authority to review

the interest rate was given UCPB alone as the lender.
Moreover, UCPB may apply the considerations
enumerated in this provision as it wishes. As worded
in the above provision, UCPB may give as much weight
as it desires to each of the following considerations: (1)
the prevailing financial and monetary condition; (2)
financial institutions charge or offer to charge for
similar accommodations; and/or (3) the resulting
profitability to the LENDER (UCPB) after due
consideration of all dealings with the BORROWER
(the spouses Beluso). Again, as in the case of the
interest rate provision, there is no fixed margin above
or below these considerations.
In view of the foregoing, the Separability Clause
cannot save either of the two options of UCPB as to the
interest to be imposed, as both options violate the
principle of mutuality of contracts.
UCPB likewise failed to convince us that the
spouses Beluso were in estoppel.
_______________
17 Rollo, p. 184.
585
VOL. 530, AUGUST 17, 2007 585

Estoppel cannot be predicated on an illegal act. As

between the parties to a contract, validity cannot be
given to it by estoppel18
if it is prohibited by law or is
against public policy.
The interest rate provisions in the case at bar are
illegal not only because of the provisions of the Civil
Code on mutuality of contracts, but also, as shall be
discussed later, because they violate the Truth in
Lending Act. Not disclosing the true finance charges in
connection with the extensions of credit is,
furthermore, a form of deception which we cannot
countenance. It is against the policy of the State as
stated in the Truth in Lending Act:
“Sec. 2. Declaration of Policy.—It is hereby declared to be the

policy of the State to protect its citizens from a lack of
awareness of the true cost of credit to the user by assuring a
full disclosure of such cost with a view of preventing the
uninformed 19
use of credit to the detriment of the national
economy.”
Moreover, while the spouses Beluso indeed agreed to

renew the credit line, the offending provisions are
found in the promissory notes themselves, not in the
credit line. In fixing the interest rates in the
promissory notes to cover the renewed credit line,
UCPB still reserved to itself the same two options—(1)
a rate indicative of the DBD retail rate; or (2) a rate as
determined by the Branch Head.
Error in Computation
UCPB asserts that while both the RTC and the Court
of Appeals voided the interest rates imposed by UCPB,
both failed to include in their computation of the
outstanding obligation of the spouses Beluso the legal
rate of interest of 12%
_______________
18 Eugenio v. Perdido, 97 Phil. 41, 44 (1955); Auyong Hian v.

Court of Tax Appeals, G.R. No. L-28782, 12 September 1974, 59
SCRA 110, 133-134, cited in IV Tolentino, Commentaries and
Jurisprudence on the Civil Code (1986 Ed.), p. 659.
19 Section 2, Republic Act No. 3765.
586

per annum. Furthermore, the penalty charges were

also deleted in the decisions of the RTC and the Court
of Appeals. Section 2.04, Article II on “Interest and
other Bank Charges” of the subject Credit Agreement,
provides:
“Section 2.04 Penalty Charges.—In addition to the interest

provided for in Section 2.01 of this ARTICLE, any principal
obligation of the CLIENT hereunder which is not paid when
due shall be subject to a penalty charge of one percent (1%) of
the amount of such obligation per month computed from due
date until the obligation is paid in full. If the bank
accelerates teh (sic) payment of availments hereunder
pursuant to ARTICLE VIII hereof, the penalty charge shall
be used on the total principal amount outstanding and
unpaid computed from 20 the date of acceleration until the
obligation is paid in full.”
Paragraph 4 of the promissory notes also states:
“In case of non-payment of this Promissory Note (Note) at

maturity, I/We, jointly and severally, agree to pay an
additional sum equivalent to twenty-five percent (25%) of the
total due on the Note as attorney’s fee, aside from the
expenses and costs of collection whether actually incurred or
not, and a penalty charge of one percent (1%) per month on
the total amount
21
due and unpaid from date of default until
fully paid.”
Petitioner further claims that it is likewise entitled to

attorney’s fees, pursuant to Section 9.06 of the Credit
Agreement, thus:
“If the BANK shall require the services of counsel for the
enforcement of its rights under this AGREEMENT, the
Note(s), the collaterals and other related documents, the
BANK shall be entitled to recover attorney’s fees equivalent
to not less than twenty-five percent (25%) of the total
amounts 22due and outstanding exclusive of costs and other
expenses.
_______________
20 Rollo, p. 350.
21 Id., at p. 184.
22 Id., at p. 352.
587
VOL. 530, AUGUST 17, 2007 587

Another alleged computational error pointed out by

UCPB is the negation of the Compounding Interest
agreed upon by the parties under Section 2.02 of the
Credit Agreement:
“Section 2.02 Compounding Interest.—Interest not paid when

due shall form part of the principal and shall
23
be subject to
the same interest rate as herein stipulated.”
and paragraph 3 of the subject promissory notes:
“Interest not paid when due shall be added to, and become
part of the 24principal and shall likewise bear interest at the
same rate.”
UCPB lastly avers that the application of the spouses

Be-luso’s payments in the disputed computation does
not reflect the parties’ agreement. The RTC deducted
the payment made by the spouses Beluso amounting to
P763,693.00 from the principal of P2,350,000.00. This
was allegedly inconsistent with the Credit Agreement,
as well as with the agreement of the parties as to the
facts of the case. In paragraph 7 of the spouses
Beluso’s Manifestation and Motion on Proposed
Stipulation of Facts and Issues vis-à-vis UCPB’s
Manifestation, the parties agreed that the amount of
P763,693.00 was applied to the interest and not to the
principal, in accord with Section 3.03, Article II of the
Credit Agreement on “Order of the Application of
Payments,” which provides:
“Section 3.03 Application of Payment.—Payments made by

the CLIENT shall be applied in accordance with the
following order of preference:
1. Accounts receivable and other out-of-pocket expenses

2. Front-end Fee, Origination Fee, Attorney’s Fee and
other expenses of collection;
3. Penalty charges;
4. Past due interest;
_______________
23 Id., at p. 353.
24 Id., at p. 184.
588

5. Principal amortization/Payment in arrears;

6. Advance interest;
7. Outstanding balance; and
8. All other
25
obligations of CLIENT to the BANK, if
any.”
Thus, according to UCPB, the interest charges, penalty

charges, and attorney’s fees had been erroneously
excluded by the RTC and the Court of Appeals from
the computation of the total amount due and
demandable from spouses Beluso.
The spouses Beluso’s defense as to all these issues is
that the demand made by UCPB is for a considerably
bigger amount and, therefore, the demand should be
considered void. There being no valid demand,
according to the spouses Beluso, there would be no
default, and therefore the interests and penalties
would not commence to run. As it was likewise
improper to foreclose the mortgaged properties or file a
case against the spouses Beluso, attorney’s fees were
not warranted.
We agree with UCPB on this score. Default 26
commences upon judicial or extrajudicial demand.
The excess amount in such a demand does not nullify
the demand itself, which is valid with respect to the
proper amount. A contrary ruling would put
commercial transactions in disarray, as validity of
demands would be dependent on the exactness of the
computations thereof, which are too often contested.
There being a valid demand on the part of UCPB,
albeit excessive, the spouses Beluso are considered in
default with respect to the proper amount and,
therefore, the interests and the penalties began to run
at that point.
As regards the award of 12% legal interest in favor
of petitioner, the RTC actually recognized that said
legal interest should be imposed, thus: “There being no
valid stipulation as
_______________
25 Id., at pp. 357-358.

26 Civil Code, Article 1169.
589
VOL. 530, AUGUST 17, 2007 589

27
to interest, the legal rate of interest shall be charged.”
It seems that the RTC inadvertently overlooked its
non-inclusion in its computation.
The spouses Beluso had even originally asked for
the RTC to impose this legal rate of interest in both the
body and the prayer of its petition with the RTC:
“12. Since the provision on the fixing of the rate of interest by

the sole will of the respondent Bank is null and void, only the
legal rate of interest which is 12% per annum can be legally
charged and imposed by the bank, which would amount to
only about P599,000.00 since 1996 up to August 31, 1998.
xxxx
WHEREFORE, in view of the foregoing, petitioners pray
for judgment or order:
xxxx
2. By way of example for the public good against the
Bank’s taking unfair advantage of the weaker party to their
contract, declaring the legal rate of 12% per annum, as the
imposable rate of interest
28
up to February 28, 1999 on the
loan of 2.350 million.”
All these show that the spouses Beluso had
acknowledged before the RTC their obligation to pay a
12% legal interest on their loans. When the RTC failed
to include the 12% legal interest in its computation,
however, the spouses Beluso merely defended in the
appellate courts this non-inclusion, as the same was
beneficial to them. We see, however, sufficient basis to
impose a 12% legal interest in favor of petitioner in the
case at bar, as what we have voided is merely the
stipulated rate of interest and not the stipulation that
the loan shall earn interest.
We must likewise uphold the contract stipulation
providing the compounding of interest. The provisions
in the Credit Agreement and in the promissory notes
providing for the
_______________
27 Rollo, p. 86.
28 Records, pp. 5-6.
590

compounding of interest were neither nullified by the

RTC or the Court of Appeals, nor assailed by the
spouses Beluso in their petition with the RTC. The
compounding of interests has furthermore been
declared by this Court
29
to be legal. We have held in Tan
v. Court of Appeals, that:
“Without prejudice to the provisions of Article 2212, interest

due and unpaid shall not earn interest. However, the
contracting parties may by stipulation capitalize the
interest due and unpaid, which as added principal,
shall earn new interest.”
As regards the imposition of penalties, however,
although we are likewise upholding the imposition
thereof in the contract, we find the rate iniquitous.
Like in the case of grossly excessive interests, the
penalty stipulated in the contract may also be reduced
30
by the courts if it is iniquitous or unconscionable.
We find the penalty imposed by UCPB, ranging
from 30.41% to 36%, to be iniquitous considering the
fact that this penalty is already over and above the
compounded interest likewise imposed in the contract.
If a 36% interest in itself 31
has been declared
unconscionable by this Court, what more a 30.41% to
36% penalty, over and above the payment of
compounded interest? UCPB itself must have realized
this, as it gave us a sample computation of the spouses
Beluso’s obligation if both the interest and the penalty
charge are reduced to 12%.
As regards the attorney’s fees, the spouses Beluso
can actually be liable therefor even if there had been
no demand. Filing a case in court is the judicial
demand referred to in
_______________
29 419 Phil. 857, 866; 367 SCRA 571, 580 (2001).

30 Equitable Banking Corporation v. Liwanag, 143 Phil. 102, 106;
32 SCRA 293, 297 (1970); Civil Code, Article 1229.
31 Ruiz v. Court of Appeals, 449 Phil. 419, 434-435; 401 SCRA 410,
422 (2003).
591
VOL. 530, AUGUST 17, 2007 591

32
Article 1169 of the Civil Code, which would put the
obligor in delay.
The RTC, however, also held UCPB liable for
attorney’s fees in this case, as the spouses Beluso were
forced to litigate the issue on the illegality of the
interest rate provision of the promissory notes. The
award of attorney’s fees, it must be recalled,
33
falls
under the sound discretion of the court. Since both
parties were forced to litigate to protect their
respective rights, and both are entitled to the award of
attorney’s fees from the other, practical reasons dictate
that we set off or compensate both parties’ liabilities
for attorney’s fees. There-
_______________
32 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.
In reciprocal obligations, neither party incurs in delay if the other does

not comply or is not ready to comply in a proper manner with what is
incumbent upon him. From the moment one of the parties fulfills his
obligation, delay by the other begins.
33 Nielson & Co., Inc. v. Lepanto Consolidated Mining Co., 135

Phil. 532, 566; 26 SCRA 540, 572 (1968); Kalalo v. Luz, 145 Phil.
152, 174; 34 SCRA 337, 359 (1970); San Miguel Brewery, Inc. v.
Magno, 128 Phil. 328, 337; 21 SCRA 292, 300 (1967); Philippine
Airlines, Inc. v. Court of Appeals, G.R. Nos. 50504-05, 13 August
1990, 188 SCRA 461, 464; Pleno v. Court of Appeals, G.R. No. L-
56505, 9 May 1988, 161 SCRA 208, 225.
592
fore, instead of awarding attorney’s fees in favor of

petitioner, we shall merely affirm the deletion of the
award of attorney’s fees to the spouses Beluso.
In sum, we hold that spouses Beluso should still be
held liable for a compounded legal interest of 12% per
annum and a penalty charge of 12% per annum. We
also hold that, instead of awarding attorney’s fees in
favor of petitioner, we shall merely affirm the deletion
of the award of attorney’s fees to the spouses Beluso.
Annulment of the Foreclosure Sale
Properties of spouses Beluso had been foreclosed, titles

to which had already been consolidated on 19 February
2001 and 20 March 2001 in the name of UCPB, as the
spouses Beluso failed to exercise their right of
redemption which expired on 25 March 2000. The RTC,
however, annulled the foreclosure of mortgage based
on an alleged incorrect computation of the spouses
Beluso’s indebtedness.
UCPB alleges that none of the grounds for the
annulment of a foreclosure sale are present in the case
at bar. Furthermore, the annulment of the foreclosure
proceedings and the certificates of sale were mooted by
the subsequent issuance of new certificates of title in
the name of said bank. UCPB claims that the spouses
Beluso’s action for annulment of fore-closure
constitutes a collateral attack on its certificates of title,
an act proscribed by Section 48 of Presidential Decree
No. 1529, otherwise known as the Property
Registration Decree, which provides:
“Section 48. Certificate not subject to collateral attack.—A

certificate of title shall not be subject to collateral attack. It
cannot be altered, modified or cancelled except in a direct
proceeding in accordance with law.”
The spouses Beluso retort that since they had the right
to refuse payment of an excessive demand on their
account, they cannot be said to be in default for
refusing to pay the same.
593
VOL. 530, AUGUST 17, 2007 593

Consequently, according to the spouses Beluso, the

“enforce-ment of such illegal and overcharged demand
through foreclo-sure of mortgage” should be voided.
We agree with UCPB and affirm the validity of the
foreclo-sure proceedings. Since we already found that a
valid demand was made by UCPB upon the spouses
Beluso, despite being excessive, the spouses Beluso are
considered in default with respect to the proper
amount of their obligation to UCPB and, thus, the
property they mortgaged to secure such amounts may
be foreclosed. Consequently, proceeds of the foreclosure
sale should be applied to the extent of the amounts to
which UCPB is rightfully entitled.
As argued by UCPB, none of the grounds for the
annul-ment of a foreclosure sale are present in this
case. The grounds for the proper annulment of the
foreclosure sale are the following: (1) that there was
fraud, collusion, accident, mutual mistake, breach of
trust or misconduct by the purchaser; (2) that the sale
had not been fairly and regularly conducted; or (3) that
the price was inadequate and the inadequacy 34
was so
great as to shock the conscience of the court.
Liability for Violation of Truth in Lending Act
The RTC, affirmed by the Court of Appeals, imposed a

fine of P26,000.00 for UCPB’s alleged violation of
Republic Act No. 3765, otherwise known as the Truth
in Lending Act.
UCPB challenges this imposition, on the argument
that Section 6(a) of the Truth in Lending Act which
mandates the filing of an action to recover such
penalty must be made under the following
circumstances:
“Section 6. (a) Any creditor who in connection with any credit

transaction fails to disclose to any person any information in
_______________
34 Philippine National Bank v. Gonzalez, 45 Phil. 693, 699 (1924).
594

violation of this Act or any regulation issued thereunder

shall be liable to such person in the amount of P100 or in an
amount equal to twice the finance charge required by such
creditor in connection with such transaction, whichever is
greater, except that such liability shall not exceed P2,000 on
any credit transaction. Action to recover such penalty
may be brought by such person within one year from
the date of the occurrence of the violation, in any
court of competent jurisdiction. x x x” (Emphasis ours.)
According to UCPB, the Court of Appeals even stated

that “[a]dmittedly the original complaint did not
explicitly allege a violation of the ‘Truth in Lending
Act’ and no action to formally admit the amended
petition [which expressly alleges violation of the Truth
in Lending Act] was made either by [respondents]
35
spouses Beluso and the lower court. x x x.”
UCPB further claims that the action to recover the
penalty for the violation of the Truth in Lending Act
had been barred by the one-year prescriptive period
provided for in the Act. UCPB asserts that per the
records of the case, the latest of the subject promissory
notes had been executed on 2 January 1998, but the
original petition of the spouses Beluso was filed before
the RTC on 9 February 1999, which was after the
expiration of the period to file the same on 2 January
1999.
On the matter of allegation of the violation of the
Truth in Lending Act, the Court of Appeals ruled:
“Admittedly the original complaint did not explicitly allege a

violation of the ‘Truth in Lending Act’ and no action to
formally admit the amended petition was made either by
[respondents] spouses Beluso and the lower court. In such
transactions, the debtor and the lending institutions do not
deal on an equal footing and this law was intended to protect
the public from hidden or undisclosed charges on their loan
obligations, requiring a full disclosure thereof by the lender.
We find that its infringement may be inferred or implied
from allegations that when [respondents] spouses Beluso
executed the promissory notes, the interest rate chargeable
thereon
_______________
35 Rollo, p. 80.
595
VOL. 530, AUGUST 17, 2007 595

were left blank. Thus, [petitioner] UCPB failed to discharge

its duty to disclose in full to [respondents]
36
Spouses Beluso
the charges applicable on their loans.”
We agree with the Court of Appeals. The allegations in

the complaint, much more than the title thereof, are
controlling. Other than that stated by the Court of
Appeals, we find that the allegation of violation of the
Truth in Lending Act can also be inferred from the
same allegation in the complaint we discussed earlier:
“b.) In unilaterally imposing an increased interest rates (sic)
respondent bank has relied on the provision of their
promissory note granting respondent bank the power to
unilaterally fix the interest rates, which rate was not
determined in the promissory note but was left solely 37to the
will of the Branch Head of the respondent Bank, x x x.”
The allegation that the promissory notes grant UCPB

the power to unilaterally fix the interest rates
certainly also means that the promissory notes do not
contain a “clear statement in writing” of “(6) the
finance charge expressed in terms of pesos and
centavos; and (7) the percentage that the finance
charge bears to the amount to be financed expressed as
a simple annual rate on 38
the outstanding unpaid
balance of the obligation.” Furthermore, the spouses
Beluso’s prayer “for such other reliefs just and
equitable in the premises” should be deemed to include
the civil penalty provided for in Section 6(a) of the
Truth in Lending Act.
UCPB’s contention that this action to recover the
penalty for the violation of the Truth in Lending Act
has already prescribed is likewise without merit. The
penalty for the violation of the act is P100 or an
amount equal to twice the finance charge required by
such creditor in connection with such
_______________
36 Id.
37 Records, p. 4.
38 Republic Act No. 3765, Sec. 4.
596

transaction, whichever is greater, except that such

liability shall not exceed P2,000.00 on any credit
39
39
transaction. As this penalty depends on the finance
charge required of the borrower, the borrower’s cause of
action would only accrue when such finance charge is
required. In the case at bar, the date of the demand for
payment of the finance charge is 2 September 1998,
while the foreclosure was made on 28 December 1998.
The filing of the case on 9 February 1999 is therefore
within the one-year prescriptive period.
UCPB argues that a violation of the Truth in
Lending Act, being a criminal offense, cannot be
inferred nor
40
implied from the allegations made in the
complaint. Pertinent provisions of the Act read:
“Sec. 6. (a) Any creditor who in connection with any credit

transaction fails to disclose to any person any information in
violation of this Act or any regulation issued thereunder
shall be liable to such person in the amount of P100 or in an
amount equal to twice the finance charge required by such
creditor in connection with such transaction, whichever is
the greater, except that such liability shall not exceed P2,000
on any credit transaction. Action to recover such penalty may
be brought by such person within one year from the date of
the occurrence of the violation, in any court of competent
jurisdiction. In any action under this subsection in which any
person is entitled to a recovery, the creditor shall be liable for
reasonable attorney’s fees and court costs as determined by
the court.
xxxx
(c) Any person who willfully violates any provision of this
Act or any regulation issued thereunder shall be fined by not
less than P1,000 or more than P5,000 or imprisonment for
not less than 6 months, nor more than one year or both.”
As can be gleaned from Section 6(a) and (c) of the

Truth in Lending Act, the violation of the said Act
gives rise to both criminal and civil liabilities. Section
6(c) considers a criminal
_______________
39 Republic Act No. 3765, Section 6(a).

40 Rollo, p. 376.
597
VOL. 530, AUGUST 17, 2007 597

offense the willful violation of the Act, imposing the

penalty therefor of fine, imprisonment or both. Section
6(a), on the other hand, clearly provides for a civil
cause of action for failure to disclose any information of
the required information to any person in violation of
the Act. The penalty therefor is an amount of P100 or
in an amount equal to twice the finance charge
required by the creditor in connection with such
transaction, whichever is greater, except that the
liability shall not exceed P2,000.00 on any credit
transaction. The action to recover such penalty may be
instituted by the aggrieved private person separately
and independently from the criminal case for the same
offense.
In the case at bar, therefore, the civil action to
recover the penalty under Section 6(a) of the Truth in
Lending Act had been jointly instituted with (1) the
action to declare the interests in the promissory notes
void, and (2) the action to declare the foreclosure void.
This joinder is allowed under Rule 2, Section 5 of the
Rules of Court, which provides:
“SEC. 5. Joinder of causes of action.—A party may in one

pleading assert, in the alternative or otherwise, as many
causes of action as he may have against an opposing party,
subject to the following conditions:
(a) The party joining the causes of action shall comply

with the rules on joinder of parties;
(b) The joinder shall not include special civil actions or
actions governed by special rules;
(c) Where the causes of action are between the same
parties but pertain to different venues or
jurisdictions, the joinder may be allowed in the
Regional Trial Court provided one of the causes of
action falls within the jurisdiction of said court and
the venue lies therein; and
(d) Where the claims in all the causes of action are
principally for recovery of money, the aggregate
amount claimed shall be the test of jurisdiction.”
In attacking the RTC’s disposition on the violation of

the Truth in Lending Act since the same was not
alleged in the
598

complaint, UCPB is actually asserting a violation of

due process. Indeed, due process mandates that a
defendant should be sufficiently apprised of the
matters he or she would be defending himself or
herself against. However, in the 1 July 1999 pre-trial
brief filed by the spouses Beluso before the RTC, the
claim for civil sanctions for violation of the Truth in
Lending Act was expressly alleged, thus:
“Moreover, since from the start, respondent bank violated the

Truth in Lending Act in not informing the borrower in
writing before the execution of the Promissory Notes of the
interest rate expressed as a percentage of the total loan, the
respondent bank instead is liable to pay petitioners double
the amount the bank is41 charging petitioners by way of
sanction for its violation.”
In the same pre-trial brief, the spouses Beluso also

expressly raised the following issue:
b.) Does the expression indicative rate of DBD retail (sic)

comply with the Truth in Lending Act provision to express 42
the interest rate as a simple annual percentage of the loan?”
These assertions are so clear and unequivocal that any
attempt of UCPB to feign ignorance of the assertion of
this issue in this case as to prevent it from putting up
a defense thereto is plainly hogwash.
Petitioner further posits that it is the Metropolitan
Trial Court which has jurisdiction to try and
adjudicate the alleged violation of the Truth in
Lending Act, considering that the present action
allegedly involved a single credit transaction as there
was only one Promissory Note Line.
We disagree. We have already ruled that the action
to recover the penalty under Section 6(a) of the Truth
in Lending Act had been jointly instituted with (1) the
action to declare the interests in the promissory notes
void, and (2) the action
_______________
41 Records, pp. 64-65.

42 Id., at p. 68.
599
VOL. 530, AUGUST 17, 2007 599

to declare the foreclosure void. There had been no

question that the above actions belong to the
jurisdiction of the RTC. Subsection (c) of the above-
quoted Section 5 of the Rules of Court on Joinder of
Causes of Action provides:
“(c) Where the causes of action are between the same parties
but pertain to different venues or jurisdictions, the joinder
may be allowed in the Regional Trial Court provided one of
the causes of action falls within the jurisdiction of said court
and the venue lies therein.”
Furthermore, opening a credit line does not create a

credit transaction of loan or mutuum, since the former
is merely a preparatory contract to the contract of loan
or mutuum. Under such credit line, the bank is merely
obliged, for the considerations specified therefor, to
lend to the other party amounts not exceeding the limit
provided. The credit transaction thus occurred not
when the credit line was opened, but rather when the
credit line was availed of. In the case at bar, the
violation of the Truth in Lending Act allegedly
occurred not when the parties executed the Credit
Agreement, where no interest rate was mentioned, but
when the parties executed the promissory notes, where
the allegedly offending interest rate was stipulated.
UCPB further argues that since the spouses Beluso
were duly given copies of the subject promissory notes
after their execution, then they were duly notified of
the terms thereof, in substantial compliance with the
Truth in Lending Act.
Once more, we disagree. Section 4 of the Truth in
Lending Act clearly provides that the disclosure
statement must be furnished prior to the
consummation of the transaction:
“SEC. 4. Any creditor shall furnish to each person to whom

credit is extended, prior to the consummation of the
transaction, a clear statement in writing setting forth, to
the extent applicable and in accordance with rules and
regulations prescribed by the Board, the following
information:
600

(1) the cash price or delivered price of the property or

service to be acquired;
(2) the amounts, if any, to be credited as down payment
and/or trade-in;
(3) the difference between the amounts set forth under
clauses (1) and (2);
(4) the charges, individually itemized, which are paid or
to be paid by such person in connection with the
transaction but which are not incident to the
extension of credit;
(5) the total amount to be financed;
(6) the finance charge expressed in terms of pesos and
centavos; and
(7) the percentage that the finance bears to the total
amount to be financed expressed as a simple annual
rate on the outstanding unpaid balance of the
obligation.”
The rationale of this provision is to protect users of

credit from a lack of awareness of the true cost thereof,
proceeding from the experience that banks are able to
conceal such true cost by hidden charges, uncertainty
of interest rates, deduction of interests from the loaned
amount, and the like. The law thereby seeks to protect
debtors by permitting them to fully appreciate the true
cost of their loan, to enable them to give full consent to
the contract, and to properly evaluate their options in
arriving at business decisions. Upholding UCPB’s
claim of substantial compliance would defeat these
purposes of the Truth in Lending Act. The belated
discovery of the true cost of credit will too often not be
able to reverse the ill effects of an already
consummated business decision.
In addition, the promissory notes, the copies of
which were presented to the spouses Beluso after
execution, are not sufficient notification from UCPB.
As earlier discussed, the interest rate provision therein
does not sufficiently indicate with particularity the
interest rate to be applied to the loan covered by said
promissory notes.
601
VOL. 530, AUGUST 17, 2007 601

Forum Shopping
UCPB had earlier moved to dismiss the petition

(originally Case No. 99-314 in RTC, Makati City) on
the ground that the spouses Beluso instituted another
case (Civil Case No. V-7227) before the RTC of Roxas
City, involving the same parties and issues. UCPB
claims that while Civil Case No. V-7227 initially
appears to be a different action, as it prayed for the
issuance of a temporary restraining order and/or
injunction to stop foreclosure of spouses Beluso’s
properties, it poses
43
issues which are similar to those of
the present case. To prove its point, UCPB cited the
spouses Beluso’s Amended Petition in Civil Case No.
V-7227, which contains similar allegations as those in
the present case. The RTC of Makati denied UCPB’s
Motion to Dismiss Case No. 99-314 for lack of merit.
Petitioner UCPB raised the same issue with the Court
of Appeals, and is raising the same issue with us now.
The spouses Beluso claim that the issue in Civil
Case No. V-7227 before the RTC of Roxas City, a
Petition for Injunction Against Foreclosure, is the
propriety of the foreclosure before the true account of
spouses Beluso is determined. On the other hand, the
issue in Case No. 99-314 before the RTC of Makati City
is the validity of the interest rate provision. The
spouses Beluso claim that Civil Case No. V-7227 has
become moot because, before the RTC of Roxas City
could act on the restraining order, UCPB proceeded
with the foreclosure and auction sale. As the act sought
to be restrained by Civil Case No. V-7227 has already
been accomplished, the spouses Be-luso had to file a
different action, that of Annulment of the Foreclosure
Sale, Case No. 99-314 with the RTC, Makati City.
Even if we assume for the sake of argument,
however, that only one cause of action is involved in
the two civil actions, namely, the violation of the right
of the spouses Beluso not to have their property
foreclosed for an amount they do not owe,
_______________
43 Petitioner’s Memorandum, pp. 57-62; Rollo, pp. 378-382.
602

the Rules of Court nevertheless allows the filing of the

second action. Civil Case No. V-7227 was dismissed by
the RTC of Roxas City before the filing of Case No. 99-
314 with the RTC of Makati City, since the venue of
litigation as provided for in the Credit Agreement is in
Makati City.
Rule 16, Section 5 bars the refiling of an action
previously dismissed only in the following instances:
“SEC. 5. Effect of dismissal.—Subject to the right of appeal,

an order granting a motion to dismiss based on paragraphs
(f), (h) and (i) of section 1 hereof shall bar the refiling of the
same action or claim. (n)”
Improper venue as a ground for the dismissal of an

action is found in paragraph (c) of Section 1, not in
paragraphs (f), (h) and (i):
“SECTION 1. Grounds.—Within the time for but before filing

the answer to the complaint or pleading asserting a claim, a
motion to dismiss may be made on any of the following
grounds:
(a) That the court has no jurisdiction over the person of

the defending party;
(b) That the court has no jurisdiction over the subject
matter of the claim;
(c) That venue is improperly laid;
(d) That the plaintiff has no legal capacity to sue;
(e) That there is another action pending between the
same parties for the same cause;
(f) That the cause of action is barred by a prior
judgment or by the statute of limitations;
(g) That the pleading asserting the claim states no cause
of action;
(h) That the claim or demand set forth in the
plaintiff’s pleading has been paid, waived,
abandoned, or otherwise extinguished;
603
VOL. 530, AUGUST 17, 2007 603

(i) That the claim on which the action is founded is

unenforceable under the provisions of the
statute of frauds; and
(j) That a condition precedent
44
for filing the claim has not
been complied with.” (Emphases supplied.)
When an action is dismissed on the motion of the other

party, it is only when the ground for the dismissal of
an action is found in paragraphs (f), (h) and (i) that the
action cannot be refiled. As regards all the other
grounds, the complainant is allowed to file same
action, but should take care that, this time, it is filed
with the proper court or after the accomplishment of
the erstwhile absent condition precedent, as the case
may be.
UCPB, however, brings to the attention of this
Court a Motion for Reconsideration filed by the
spouses Beluso on 15 January 1999 with the RTC of
Roxas City, which Motion had not yet been ruled upon
when the spouses Beluso filed Civil Case No. 99-314
with the RTC of Makati. Hence, there were allegedly
two pending actions between the same parties on the
same issue at the time of the filing of Civil Case No.
99-314 on 9 February 1999 with the RTC of Makati.
This will still not change our findings. It is indeed the
general rule that in cases where there are two pending
actions between the same parties on the same issue, it
should be the later case that should be dismissed.
However, this rule is not absolute. According to this
Court in45 Allied Banking Corporation v. Court of
Appeals:
“In these cases, it is evident that the first action was filed in
anticipation of the filing of the later action and the purpose is
to preempt the later suit or provide a basis for seeking the
dismissal of the second action.
Even if this is not the purpose for the filing of the
first action, it may nevertheless be dismissed if the
later action is
_______________
44 Rules of Court, Rule 16.

45 328 Phil. 710, 718-719; 259 SCRA 371, 377-378 (1996).
604

the more appropriate vehicle for the ventilation of the

issues between the parties. Thus, in Ramos v. Peralta, it
was held:
[T]he rule on litis pendentia does not require that the later case
should yield to the earlier case. What is required merely is that
there be another pending action, not a prior pending action.
Considering the broader scope of inquiry involved in Civil Case No.
4102 and the location of the property involved, no error was
committed by the lower court in deferring to the Bataan court’s
jurisdiction.
Given, therefore, the pendency of two actions, the
following are the relevant considerations in determining
which action should be dismissed: (1) the date of filing, with
preference generally given to the first action filed to be
retained; (2) whether the action sought to be dismissed was
filed merely to preempt the later action or to anticipate its
filing and lay the basis for its dismissal; and (3) whether the
action is the appropriate vehicle for litigating the issues
between the parties.”
In the case at bar, Civil Case No. V-7227 before the

RTC of Roxas City was an action for injunction against
a foreclosure sale that has already been held, while
Civil Case No. 99-314 before the RTC of Makati City
includes an action for the an-nulment of said
foreclosure, an action certainly more proper in view of
the execution of the foreclosure sale. The former case
was improperly filed in Roxas City, while the latter
was filed in Makati City, the proper venue of the action
as mandated by the Credit Agreement. It is evident,
therefore, that Civil Case No. 99-314 is the more
appropriate vehicle for litigating the issues between
the parties, as compared to Civil Case No. V-7227.
Thus, we rule that the RTC of Makati City was not in
error in not dismissing Civil Case No. 99-314.
WHEREFORE, the Decision of the Court of Appeals
is hereby AFFIRMED with the following
MODIFICATIONS:
1. In addition to the sum of P2,350,000.00 as

determined by the courts a quo, respondent
spouses Samuel and Odette Beluso are also
liable for the following amounts:
605
VOL. 530, AUGUST 17, 2007 605

46
46
a. Penalty of 12% per annum on the amount due
from the date of demand; and
b. Compounded legal47interest of 12% per annum
on the amount due from date of demand;
2. The following amounts shall be deducted from

the liability of the spouses Samuel and Odette
Beluso:
a. Payments made by the spouses in the amount

of P763,692.00. These payments shall be
applied to the date of actual payment of the
following in the order that they are listed, to
wit:
i. penalty charges due and demand-able as of the

time of payment;
ii. interest due and demandable as of the time of
payment;
iii. principal amortization/payment in arrears as of
the time of payment;
iv. outstanding balance.
b. Penalty under Republic Act No. 3765 in the

amount of P26,000.00. This amount shall be
deducted from the liability of the spouses
Samuel and Odette Beluso on 9 February
1999 to the following in the order that they are
listed, to wit:
i. penalty charges due and demand-able as of

time of payment;
ii. interest due and demandable as of the time of
payment;
iii. principal amortization/payment in arrears as of
the time of payment;
_______________
46 The amount still due at the time of the application of penalty
charges shall take into account the dates when the amounts in item
No. 2 of this fallo shall be deducted.
47 The amount still due at the time of the application of the
compounded legal interest shall take into account the dates when
the amounts in item No. 2 of this fallo shall be deducted.
606

iv. outstanding balance.
3. The foreclosure of mortgage is hereby declared

VALID. Consequently, the amounts which the
Regional Trial Court and the Court of Appeals
ordered respondents to pay, as modified in this
Decision, shall be deducted from the proceeds
of the foreclosure sale.
SO ORDERED.
Ynares-Santiago (Chairperson), Austria-

Martinez and Nachura, JJ., concur.
Reyes, J., No part, being the former Chairman
of the CA Division which rendered the assailed
Decision.
Judgment affirmed with modifications.
Notes.—Banks and non-bank financial

intermediaries authorized to engage in quasi-banking
functions are required to strictly adhere to the
provisions of the “Truth in Lending Act.” (Consolidated
Bank and Trust Company [Solidbank] vs. Court of
Appeals, 246 SCRA 193 [1995])
The effect, when the borrower is not clearly
informed of the Disclosure Statements—prior to the
consummation of the availment or drawdown—is that
the lender will have no right to collect upon such
charge or increases thereof, even if stipulated in the
Notes. The time is now ripe to give teeth to the often
ignored forty-one-year old “Truth in Lending Act” and
thus transform it from a snivelling paper tiger to a
growling financial watchdog of hapless borrowers.
(New Sampaguita Builders Construction, Inc. [NSBCI]
vs. Philippine National Bank, 435 SCRA 565 [2004])
——o0o——
607
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VOL.

530, AUGUST 17, 2007 567

UNITED COCONUT PLANTERS BANK, petitioner,

Obligations and Contracts; Loans; Principle of

568 SUPREME COURT REPORTS ANNOTATED

United Coconut Planters Bank vs. Beluso

by the Branch Head” is indeed dependent solely on the will of

VOL. 530, AUGUST 17, 2007 569

United Coconut Planters Bank vs. Beluso

570 SUPREME COURT REPORTS ANNOTATED

United Coconut Planters Bank vs. Beluso

interest in itself has been declared unconscionable by the

VOL. 530, AUGUST 17, 2007 571

United Coconut Planters Bank vs. Beluso

take, breach of trust or misconduct by the purchaser; (2) that

572 SUPREME COURT REPORTS ANNOTATED

United Coconut Planters Bank vs. Beluso

VOL. 530, AUGUST 17, 2007 573

United Coconut Planters Bank vs. Beluso

separately and independently from the criminal case for the

574 SUPREME COURT REPORTS ANNOTATED

United Coconut Planters Bank vs. Beluso

Loans; Credit Lines; Words and Phrases; Opening a

VOL. 530, AUGUST 17, 2007 575

United Coconut Planters Bank vs. Beluso

PETITION for review on certiorari of the decision and

576 SUPREME COURT REPORTS ANNOTATED

The facts are stated in the opinion of the Court.

This is a Petition for Review on Certiorari under Rule

1 Penned by Associate Justice Remedios A. Salazar-Fernando with

VOL. 530, AUGUST 17, 2007 577

P2.35 Million pesos and to extend the term thereof to

PN # Date of PN Maturity Amount

The three promissory notes were renewed several

PN # Date of PN Maturity Amount

However, the spouses Beluso alleged that the amounts

578 SUPREME COURT REPORTS ANNOTATED

February 1998 the spouses Beluso were able to pay the

PN # Amount Interest Penalty Total

The spouses Beluso, however, failed to make any

“PREMISES CONSIDERED, judgment is hereby rendered

VOL. 530, AUGUST 17, 2007 579

On 8 May 2000,6 the RTC denied UCPB’s Motion for

“WHEREFORE, premises considered, the decision dated

On 9 September 2003, the Court of Appeals denied

WHETHER OR NOT THE HONORABLE COURT OF

WHETHER OR NOT THE HONORABLE COURT OF

580 SUPREME COURT REPORTS ANNOTATED

WHETHER OR NOT THE HONORABLE COURT OF

WHETHER OR NOT THE HONORABLE COURT OF

WHETHER OR NOT THE HONORABLE COURT OF

Validity of the Interest Rates

The Court of Appeals held that the imposition of

FOR VALUE RECEIVED, I, and/or We, on or before due

8 Id., at pp. 337-338.

VOL. 530, AUGUST 17, 2007 581

UCPB asserts that this is a reversible error, and

“The interest rate shall be subject to review and may be

“Section 9.08 Separability Clause.—If any one or more of the