FIRST DIVISION

[G.R. No. 182128. February 19, 2014.]

PHILIPPINE NATIONAL BANK , petitioner, vs . TERESITA TAN DEE,

ANTIPOLO PROPERTIES, INC., (now PRIME EAST PROPERTIES,
INC.) and AFP-RSBS, INC. , respondents.

DECISION

REYES , J : p

This is a Petition for Review 1 under Rule 45 of the Rules of Court, assailing the
Decision 2 dated August 13, 2007 and Resolution 3 dated March 13, 2008 rendered by the
Court of Appeals (CA) in CA-G.R. SP No. 86033, which a rmed the Decision 4 dated
August 4, 2004 of the O ce of the President (OP) in O.P. Case No. 04-D-182 (HLURB Case
No. REM-A-030724-0186).
Facts of the Case
Some time in July 1994, respondent Teresita Tan Dee (Dee) bought from
respondent Prime East Properties, Inc. 5 (PEPI) on an installment basis a residential lot
located in Binangonan, Rizal, with an area of 204 square meters 6 and covered by Transfer
Certi cate of Title (TCT) No. 619608. Subsequently, PEPI assigned its rights over a
213,093-sq.m. property on August 1996 to respondent Armed Forces of the Philippines-
Retirement and Separation Bene ts System, Inc. (AFP-RSBS), which included the property
purchased by Dee.
Thereafter, or on September 10, 1996, PEPI obtained a P205,000,000.00 loan from
petitioner Philippine National Bank (petitioner), secured by a mortgage over several
properties, including Dee's property. The mortgage was cleared by the Housing and Land
Use Regulatory Board (HLURB) on September 18, 1996. 7 DTSIEc

After Dee's full payment of the purchase price, a deed of sale was executed by
respondents PEPI and AFP-RSBS on July 1998 in Dee's favor. Consequently, Dee sought
from the petitioner the delivery of the owner's duplicate title over the property, to no avail.
Thus, she led with the HLURB a complaint for speci c performance to compel delivery of
TCT No. 619608 by the petitioner, PEPI and AFP-RSBS, among others. In its Decision 8
dated May 21, 2003, the HLURB ruled in favor of Dee and disposed as follows:
WHEREFORE , premises considered , judgment is hereby rendered as
follows:

1.  Directing [the petitioner] to cancel/release the mortgage on Lot 12,

Block 21-A, Village East Executive Homes covered by Transfer
Certi cate of Title No. -619608-(TCT No. -619608-), and accordingly,
surrender/release the title thereof to [Dee];

2.   Immediately upon receipt by [Dee] of the owner's duplicate of

Transfer Certi cate of Title No. -619608-(TCT No. -619608-),
respondents PEPI and AFP-RSBS are hereby ordered to deliver the
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 title of the subject lot in the name of [Dee] free from all liens and
encumbrances;
3.   Directing respondents PEPI and AFP-RSBS to pay [the petitioner]
the redemption value of Lot 12, Block 21-A, Village East Executive
Homes covered by Transfer Certi cate of Title No. -619608- (TCT
No. -619608-) as agreed upon by them in their Real Estate Mortgage
within six (6) months from the time the owner's duplicate of
Transfer Certi cate of Title No. -619608-(TCT No. -619608-) is
actually surrendered and released by [the petitioner] to [Dee];

4.  In the alternative, in case of legal and physical impossibility on the

part of [PEPI, AFP-RSBS, and the petitioner] to comply and perform
their respective obligation/s, as above-mentioned, respondents PEPI
and AFP-RSBS are hereby ordered to jointly and severally pay to
[Dee] the amount of FIVE HUNDRED TWENTY THOUSAND
PESOS ([P]520,000.00) plus twelve percent (12%) interest to be
computed from the ling of complaint on April 24, 2002 until fully
paid; and
5.   Ordering [PEPI, AFP-RSBS, and the petitioner] to pay jointly and
severally [Dee] the following sums:

a)   The amount of TWENTY FIVE THOUSAND PESOS

([P]25,000.00) as attorney's fees;

b)  The cost of litigation[;] and

c)   An administrative ne of TEN THOUSAND PESOS

([P]10,000.00) payable to this O ce fteen (15) days upon
receipt of this decision, for violation of Section 18 in relation
to Section 38 of PD 957.

SO ORDERED. 9

The HLURB decision was a rmed by its Board of Commissioners per Decision
dated March 15, 2004, with modification as to the rate of interest. 1 0
On appeal, the Board of Commissioners' decision was a rmed by the OP in its
Decision dated August 4, 2004, with modification as to the monetary award. 1 1
Hence, the petitioner led a petition for review with the CA, which, in turn, issued the
assailed Decision dated August 13, 2007, a rming the OP decision. The dispositive
portion of the decision reads:
WHEREFORE , in view of the foregoing, the petition is DENIED . The
Decision dated August 4, 2004 rendered by the O ce of the President in O. P.
Case No. 04-D-182 (HLURB Case No. REM-A-030724-0186) is hereby AFFIRMED .

SO ORDERED. 12

Its motion for reconsideration having been denied by the CA in the Resolution dated
March 13, 2008, the petitioner led the present petition for review on the following
grounds:
I.   THE HONORABLE COURT OF APPEALS ERRED IN ORDERING OUTRIGHT
RELEASE OF TCT NO. 619608 DESPITE PNB'S DULY REGISTERED AND
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 HLURB[-]APPROVED MORTGAGE ON TCT NO. 619608.

II.   THE HONORABLE COURT OF APPEALS ERRED IN ORDERING

CANCELLATION OF MORTGAGE/RELEASE OF TITLE IN FAVOR OF
RESPONDENT DEE DESPITE THE LACK OF PAYMENT OR SETTLEMENT
BY THE MORTGAGOR (API/PEPI and AFP-RSBS) OF ITS EXISTING LOAN
OBLIGATION TO PNB, OR THE PRIOR EXERCISE OF RIGHT OF
REDEMPTION BY THE MORTGAGOR AS MANDATED BY SECTION 25 OF
PD 957 OR DIRECT PAYMENT MADE BY RESPONDENT DEE TO PNB
PURSUANT TO THE DEED OF UNDERTAKING WHICH WOULD WARRANT
RELEASE OF THE SAME. 1 3

The petitioner claims that it has a valid mortgage over Dee's property, which was
part of the property mortgaged by PEPI to it to secure its loan obligation, and that Dee and
PEPI are bound by such mortgage. The petitioner also argues that it is not privy to the
transactions between the subdivision project buyers and PEPI, and has no obligation to
perform any of their respective undertakings under their contract. 1 4
The petitioner also maintains that Presidential Decree (P.D.) No. 957 1 5 cannot
nullify the subsisting agreement between it and PEPI, and that the petitioner's rights over
the mortgaged properties are protected by Act 3135. 1 6 If at all, the petitioner can be
compelled to release or cancel the mortgage only after the provisions of P.D. No. 957 on
redemption of the mortgage by the owner/developer (Section 25) are complied with. The
petitioner also objects to the denomination by the CA of the provisions in the A davit of
Undertaking as stipulations pour autrui, 1 7 arguing that the release of the title was
conditioned on Dee's direct payment to it. 1 8
Respondent AFP-RSBS, meanwhile, contends that it cannot be compelled to pay or
settle the obligation under the mortgage contract between PEPI and the petitioner as it is
merely an investor in the subdivision project and is not privy to the mortgage. 1 9 aEIADT

Respondent PEPI, on the other hand, claims that the title over the subject property is
one of the properties due for release by the petitioner as it has already been the subject of
a Memorandum of Agreement and dacion en pago entered into between them. 2 0 The
agreement was reached after PEPI led a petition for rehabilitation, and contained the
stipulation that the petitioner agreed to release the mortgage lien on fully paid mortgaged
properties upon the issuance of the certificates of title over the dacioned properties. 2 1
For her part, respondent Dee adopts the arguments of the CA in support of her
prayer for the denial of the petition for review. 2 2
Ruling of the Court
The petition must be DENIED .
The petitioner is correct in arguing that it is not obliged to perform any of the
undertaking of respondent PEPI and AFP-RSBS in its transactions with Dee because it is
not a privy thereto. The basic principle of relativity of contracts is that contracts can only
bind the parties who entered into it, 2 3 and cannot favor or prejudice a third person, even if
he is aware of such contract and has acted with knowledge thereof. 2 4 "Where there is no
privity of contract, there is likewise no obligation or liability to speak about." 2 5
The petitioner, however, is not being tasked to undertake the obligations of PEPI
and AFP-RSBS. In this case, there are two phases involved in the transactions between
respondents PEPI and Dee — the rst phase is the contract to sell, which eventually
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 became the second phase, the absolute sale, after Dee's full payment of the purchase
price. In a contract of sale, the parties' obligations are plain and simple. The law obliges
the vendor to transfer the ownership of and to deliver the thing that is the object of sale. 2 6
On the other hand, the principal obligation of a vendee is to pay the full purchase price at
the agreed time. 2 7 Based on the nal contract of sale between them, the obligation of
PEPI, as owners and vendors of Lot 12, Block 21-A, Village East Executive Homes, is to
transfer the ownership of and to deliver Lot 12, Block 21-A to Dee, who, in turn, shall pay,
and has in fact paid, the full purchase price of the property. There is nothing in the decision
of the HLURB, as a rmed by the OP and the CA, which shows that the petitioner is being
ordered to assume the obligation of any of the respondents. There is also nothing in the
HLURB decision, which validates the petitioner's claim that the mortgage has been
nulli ed. The order of cancellation/release of the mortgage is simply a consequence of
Dee's full payment of the purchase price, as mandated by Section 25 of P.D. No. 957, to
wit:
Sec. 25.  Issuance of Title. — The owner or developer shall deliver the title
of the lot or unit to the buyer upon full payment of the lot or unit. No fee, except
those required for the registration of the deed of sale in the Registry of Deeds,
shall be collected for the issuance of such title. In the event a mortgage over the
lot or unit is outstanding at the time of the issuance of the title to the buyer, the
owner or developer shall redeem the mortgage or the corresponding portion
thereof within six months from such issuance in order that the title over any
fully paid lot or unit may be secured and delivered to the buyer in accordance
herewith.

It must be stressed that the mortgage contract between PEPI and the petitioner is
merely an accessory contract to the principal three-year loan takeout from the petitioner
by PEPI for its expansion project. It need not be belaboured that "[a] mortgage is an
accessory undertaking to secure the ful llment of a principal obligation," 2 8 and it does not
affect the ownership of the property as it is nothing more than a lien thereon serving as
security for a debt. 2 9
Note that at the time PEPI mortgaged the property to the petitioner, the prevailing
contract between respondents PEPI and Dee was still the Contract to Sell, as Dee was yet
to fully pay the purchase price of the property. On this point, PEPI was acting fully well
within its right when it mortgaged the property to the petitioner, for in a contract to sell,
ownership is retained by the seller and is not to pass until full payment of the purchase
price. 3 0 In other words, at the time of the mortgage, PEPI was still the owner of the
property. Thus, in China Banking Corporation v. Spouses Lozada , 3 1 the Court a rmed the
right of the owner/developer to mortgage the property subject of development, to wit: "
[P.D.] No. 957 cannot totally prevent the owner or developer from mortgaging the
subdivision lot or condominium unit when the title thereto still resides in the owner or
developer awaiting the full payment of the purchase price by the installment buyer." 3 2
Moreover, the mortgage bore the clearance of the HLURB, in compliance with Section 18
of P.D. No. 957, which provides that "[n]o mortgage on any unit or lot shall be made by the
owner or developer without prior written approval of the [HLURB]."
Nevertheless, despite the apparent validity of the mortgage between the petitioner
and PEPI, the former is still bound to respect the transactions between respondents PEPI
and Dee. The petitioner was well aware that the properties mortgaged by PEPI were also
the subject of existing contracts to sell with other buyers. While it may be that the
petitioner is protected by Act No. 3135, as amended, it cannot claim any superior right as
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 against the installment buyers. This is because the contract between the respondents is
protected by P.D. No. 957, a social justice measure enacted primarily to protect innocent
lot buyers. 3 3 Thus, in Luzon Development Bank v. Enriquez , 3 4 the Court reiterated the rule
that a bank dealing with a property that is already subject of a contract to sell and is
protected by the provisions of P.D. No. 957, is bound by the contract to sell . 3 5
However, the transferee BANK is bound by the Contract to Sell and has to
respect Enriquez's rights thereunder. This is because the Contract to Sell,
involving a subdivision lot, is covered and protected by PD 957 . . . .
xxx xxx xxx

. . . Under these circumstances, the BANK knew or should have known of

the possibility and risk that the assigned properties were already covered by
existing contracts to sell in favor of subdivision lot buyers. As observed by the
Court in another case involving a bank regarding a subdivision lot that was
already subject of a contract to sell with a third party: HAEDIS

"[The Bank] should have considered that it was dealing with a

property subject of a real estate development project. A reasonable person,
particularly a nancial institution . . ., should have been aware that, to
nance the project, funds other than those obtained from the loan could
have been used to serve the purpose, albeit partially. Hence, there was a
need to verify whether any part of the property was already intended to be
the subject of any other contract involving buyers or potential buyers. In
granting the loan, [the Bank] should not have been content merely with a
clean title, considering the presence of circumstances indicating the need
for a thorough investigation of the existence of buyers . . . . Wanting in care
and prudence, the [Bank] cannot be deemed to be an innocent mortgagee. .
. ." 3 6 (Citation omitted)

More so in this case where the contract to sell has already ripened into a
contract of absolute sale.
Moreover, PEPI brought to the attention of the Court the subsequent execution of a
Memorandum of Agreement dated November 22, 2006 by PEPI and the petitioner. Said
agreement was executed pursuant to an Order dated February 23, 2004 by the Regional
Trial Court (RTC) of Makati City, Branch 142, in SP No. 02-1219, a petition for Rehabilitation
under the Interim Rules of Procedure on Corporate Rehabilitation led by PEPI. The RTC
order approved PEPI's modi ed Rehabilitation Plan, which included the settlement of the
latter's unpaid obligations to its creditors by way of dacion of real properties. In said order,
the RTC also incorporated certain measures that were not included in PEPI's plan, one of
which is that "[t]itles to the lots which have been fully paid shall be released to the
purchasers within 90 days after the dacion to the secured creditors has been completed."
3 7 Consequently, the agreement stipulated that as partial settlement of PEPI's obligation
with the petitioner, the former absolutely and irrevocably conveys by way of "dacion en
pago" the properties listed therein, 3 8 which included the lot purchased by Dee. The
petitioner also committed to —
[R]elease its mortgage lien on fully paid Mortgaged Properties upon issuance of
the certi cates of title over the Dacioned Properties in the name of the
[petitioner]. The request for release of a Mortgaged Property shall be
accompanied with: (i) proof of full payment by the buyer, together with a
certi cate of full payment issued by the Borrower . . . . The [petitioner] hereby
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 undertakes to cause the transfer of the certi cates of title over the Dacioned
Properties and the release of the Mortgaged Properties with reasonable
dispatch. 3 9

Dacion en pago or dation in payment is the delivery and transmission of ownership

of a thing by the debtor to the creditor as an accepted equivalent of the performance of
the obligation. 4 0 It is a mode of extinguishing an existing obligation 4 1 and partakes the
nature of sale as the creditor is really buying the thing or property of the debtor, the
payment for which is to be charged against the debtor's debt. 4 2 Dation in payment
extinguishes the obligation to the extent of the value of the thing delivered, either as
agreed upon by the parties or as may be proved, unless the parties by agreement —
express or implied, or by their silence — consider the thing as equivalent to the obligation,
in which case the obligation is totally extinguished. 4 3
There is nothing on record showing that the Memorandum of Agreement has been
nulli ed or is the subject of pending litigation; hence, it carries with it the presumption of
validity. 4 4 Consequently, the execution of the dation in payment effectively extinguished
respondent PEPI's loan obligation to the petitioner insofar as it covers the value of the
property purchased by Dee. This negates the petitioner's claim that PEPI must rst
redeem the property before it can cancel or release the mortgage. As it now stands, the
petitioner already stepped into the shoes of PEPI and there is no more reason for the
petitioner to refuse the cancellation or release of the mortgage, for, as stated by the Court
i n Luzon Development Bank, in accepting the assigned properties as payment of the
obligation, "[the bank] has assumed the risk that some of the assigned properties are
covered by contracts to sell which must be honored under PD 957." 4 5 Whatever claims the
petitioner has against PEPI and AFP-RSBS, monetary or otherwise, should not prejudice
the rights and interests of Dee over the property, which she has already fully paid for.
As between these small lot buyers and the gigantic financial institutions which
the developers deal with, it is obvious that the law — as an instrument of social
justice — must favor the weak. 4 6 (Emphasis omitted)

Finally, the Court will not dwell on the arguments of AFP-RSBS given the nding of
the OP that "[b]y its non-payment of the appeal fee, AFP-RSBS is deemed to have
abandoned its appeal and accepts the decision of the HLURB." 4 7 As such, the HLURB
decision had long been nal and executory as regards AFP-RSBS and can no longer be
altered or modified. 4 8
WHEREFORE , the petition for review is DENIED for lack of merit. Consequently, the
Decision dated August 13, 2007 and Resolution dated March 13, 2008 of the Court of
Appeals in CA-G.R. SP No. 86033 are AFFIRMED . HcTIDC

Petitioner Philippine National Bank and respondents Prime East Properties, Inc. and
Armed Forces of the Philippines-Retirement and Separation Bene ts System, Inc. are
hereby ENJOINED to strictly comply with the Housing and Land Use Regulatory Board
Decision dated May 21, 2003, as modi ed by its Board of Commissioners Decision dated
March 15, 2004 and Office of the President Decision dated August 4, 2004.
SO ORDERED.
Sereno, C.J., Leonardo-de Castro, Bersamin and Villarama, Jr., JJ., concur.

Footnotes
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 1.Rollo, pp. 28-50.

2.Penned by Associate Justice Arcangelita M. Romilla-Lontok, with Associate Justices Rodrigo

V. Cosico and Mariano C. Del Castillo (now a member of this Court), concurring; id. at 53-
64.
3.Id. at 66-67.
4.CA rollo, pp. 6-14.

5.Formerly Antipolo Properties, Inc.

6.Identified as Lot 12, Block 21-A.
7.CA rollo, p. 56.
8.Id. at 58-62.

9.Id. at 61-62.
10.Rollo, p. 57.
11.Id. at 57-58.
12.Id. at 64.
13.Id. at 36-37.

14.Id. at 37-42.
15.Entitled, "The Subdivision and Condominium Buyers' Protective Decree".
16.Entitled "An Act to Regulate the Sale of Property under Special Powers Inserted in or
Annexed to Real Estate Mortgages".
17.In upholding the OP decision, the CA ruled that paragraph 6 of herein petitioner's
undertaking is a stipulation pour autrui, which is an exception to the principle of relativity
of contracts under Article 1311 of the Civil Code. According to the CA, the provision
should be read in conjunction with Section 25 of P.D. No. 957, which compels the
owner/developer to redeem the mortgage on the property and deliver the title to the
buyer; rollo, pp. 59-64.
18.Id. at 42-46.
19.Id. at 70-75.
20.Id. at 77.
21.See Memorandum of Agreement dated November 22, 2006, id. at 92-95.

22.Id. at 131-133.
23.CIVIL CODE, Article 1311, states in part, that contracts take effect only between the parties,
their assigns and heirs.
24.Spouses Borromeo v. Hon. Court of Appeals, 573 Phil. 400, 412 (2008).
25.Id. at 411-412.
26.CIVIL CODE, Article 1495.
27.CIVIL CODE, Article 1582.
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 28.Situs Development Corporation v. Asiatrust Bank, G.R. No. 180036, July 25, 2012, 677 SCRA
495, 509.
29.Typingco v. Lim, G.R. No. 181232, October 23, 2009, 604 SCRA 396, 401.
30.Spouses Delfin O. Tumibay and Aurora T. Tumibay v. Spouses Melvin A. Lopez and Rowena
Gay T. Visitacion Lopez, G.R. No. 171692, June 3, 2013.
31.579 Phil. 454 (2008).
32.Id. at 480.

33.Philippine Bank of Communications v. Pridisons Realty Corporation, G.R. No. 155113,

January 9, 2013, 688 SCRA 200, 214, citing Philippine National Bank v. Office of the
President, 252 Phil. 5 (1996); Far East Bank & Trust Co. v. Marquez, 465 Phil. 276, 287
(2004).
34.G.R. No. 168646, January 12, 2011, 639 SCRA 332.
35.The contract to sell in Luzon Development Bank was not registered.
36.Supra note 34, at 352-353.

37.Rollo, p. 90.
38.Id. at 92.
39.Id. at 93.
40.Aquintey v. Sps. Tibong, 540 Phil. 422, 446 (2006) citing Vda. de Jayme v. Court of Appeals,
439 Phil. 192, 210 (2002).
41.Dao Heng Bank, Inc. v. Spouses Laigo, 592 Phil. 172, 181 (2008).
42.Bank of the Philippine Islands v. Securities and Exchange Commission, 565 Phil. 588, 596
(2007).
43.Tan Shuy v. Maulawin, G.R. No. 190375, February 8, 2012, 665 SCRA 604, 614-615.

44.GSIS v. The Province of Tarlac, 462 Phil. 471, 478 (2003).

45.Supra note 34, at 357.
46.Philippine Bank of Communications v. Pridisons Realty Corporation, supra note 33.
47.CA rollo, p. 10.

48.Eastland Construction & Development Corp. v. Mortel, 520 Phil. 76, 91 (2006).

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