EN BANC

[G.R. No. 126890. March 9, 2010.]

UNITED PLANTERS SUGAR MILLING CO., INC. (UPSUMCO),

petitioner, vs. THE HONORABLE COURT OF APPEALS,
PHILIPPINE NATIONAL BANK (PNB) and ASSET
PRIVATIZATION TRUST (APT), AS TRUSTEE OF THE
REPUBLIC OF THE PHILIPPINES, respondents.

RESOLUTION

PERALTA, J : p

For consideration is the Motion for Reconsideration of petitioner United

Planters Sugar Milling Company, Inc. (UPSUMCO) seeking to reverse and set
aside the Resolution of the Court dated April 2, 2009 which granted both
Second Motions for Reconsideration filed by respondents Privatization and
Management Office (PMO), formerly Asset Privatization Trust (APT), and
Philippine National Bank (PNB), and reinstated the Decision of the Court of
Appeals dated February 29, 1996 which, in turn, reversed and set aside the
Decision of the Regional Trial Court, Branch 45, Bais, Negros Oriental. The
dispositive portion of the CA Decision reads:
WHEREFORE, the appealed decision is hereby set aside and
judgment is herein rendered declaring that the subject Deed of
Assignment has not condoned all of UPSUMCO's obligations to APT as
assignee of PNB.

To determine how much APT is entitled to recover on its

counterclaim, it is required to render an accounting before the
Regional Trial Court on the total payments made by UPSUMCO on its
obligations including the following amounts:

(1) The sum seized from it by APT whether in cash or in kind

(from UPSUMCO's bank deposits as well as sugar and molasses
proceeds):

(2) The total obligations covered by the following documents:

(a) Credit agreement dated November 05, 1974 (Exh.

"1," Record p. 528); and
(b)

(c) The Restructuring Agreements dated (i) June 24,

1982, (ii) December 10, 1982, and (3) May 9, 1984 and

(3) The P450,000,000.00 proceeds of the foreclosure

Should there be any deficiency due APT after deducting the
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 foregoing amounts from UPSUMCO's total obligation in the
amount of (P2,137,076,433.15), the latter is hereby ordered to
pay the same. However, if after such deduction there should be
any excess payment, the same should be turned over to
UPSUMCO. cEaDTA

The Regional Trial Court is hereby directed to receive APT's

accounting and thereafter, to render the proper disposal of this case in
accordance with the foregoing findings and disposition.

Costs against appellees.

SO ORDERED.

Petitioner prefaces its arguments that it is the aggrieved party, not the
government as represented by respondent APT (now the PMO), as its
deposits with respondent PNB were taken without its prior knowledge and
that it was reluctant to give assent to the desire of the government to forego
redemption of its assets by reason of uncontested foreclosure.
Facts showed that in 1974, petitioner, engaged in the business of
milling sugar, obtained "takeoff loans" from respondent PNB to finance the
construction of a sugar milling plant which were covered by a Credit
Agreement dated November 5, 1974. The said loans were thrice restructured
through Restructuring Agreements dated June 24, 1982, December 10, 1982,
and May 9, 1984. The takeoff loans were secured by a real estate mortgage
over two parcels of land where the milling plant stood and chattel mortgages
over certain machineries and equipment. Also included in the condition for
the takeoff loans, petitioner agreed to "open and/or maintain a deposit
account with [respondent PNB] and the bank is authorized at its option to
apply to the payment of any unpaid obligations of the client any/and all
monies, securities which may be in its hands on deposit."
From 1984 to 1987, petitioner contracted another set of loans from
respondent PNB, denominated as "operational loans," for the purpose of
financing its operations, which also contained setoff clauses relative to the
application of payments from petitioner's bank accounts. They were likewise
secured by pledge contracts whereby petitioner assigned to respondent PNB
all its sugar produce for the latter to sell and apply the proceeds to satisfy
the indebtedness arising from the operational loans.
Later, respondent APT and petitioner agreed to an "uncontested" or
"friendly foreclosure" of the mortgaged assets, in exchange for petitioner's
waiver of its right of redemption. On July 28, 1987, respondent PNB (as
mortgagee) and respondent APT (as assignee and transferee of PNB's rights,
titles and interests) filed a Petition for Extrajudicial Foreclosure Sale with the
Ex-Officio Regional Sheriff of Dumaguete City, seeking to foreclose on the
real estate and chattel mortgages which were executed to secure the takeoff
loans. The foreclosure sale was conducted on August 27, 1987 whereby
respondent APT purchased the auctioned properties for P450,000,000.00.
Seven (7) days after the foreclosure sale, or on September 3, 1987,
petitioner executed a Deed of Assignment assigned to respondent APT its
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 right to redeem the foreclosed properties, in exchange for or in
consideration of respondent APT "condoning any deficiency amount it may
be entitled to recover from the Petitioner under the Credit Agreement dated
November 5, 1974, and the Restructuring Agreements[s] dated June 24 and
December 10, 1982, and May 9, 1984, respectively, executed between
[UPSUMCO] and PNB . . ." On the same day, the Board of Directors of
petitioner approved the Board Resolution authorizing Joaquin Montenegro,
its President, to enter into said Deed of Assignment. TSEHcA

Despite the Deed of Assignment, petitioner filed a complaint on March

10, 1989 for sum of money and damages against respondents PNB and APT
before the Regional Trial Court (RTC) of Bais City alleging therein that
respondents had illegally appropriated funds belonging to petitioner,
through the following means: (1) withdrawals made from the bank accounts
opened by petitioner beginning August 27, 1987 until February 12, 1990; (2)
the application of the proceeds from the sale of the sugar of petitioner
beginning August 27, 1987 until December 4, 1987; (3) the payment from
the funds of petitioner with respondent PNB for the operating expenses of
the sugar mill after September 3, 1987, allegedly upon the instruction of
respondent APT and with the consent of respondent PNB.
The RTC rendered judgment in favor of the petitioner. On appeal, the
CA reversed and set aside the RTC Decision and ruled that only the "takeoff"
loans and not the operational loans were condoned by the Deed of
Assignment. In a Decision dated November 28, 2006 and Resolution dated
July 11, 2007, the Court (Third Division) reversed and set aside the CA
Decision. The case was thereafter referred to the Court en banc which
reversed the ruling of the Third Division.
In its Motion for Reconsideration, petitioner raises the following
grounds:
1. The order of the Honorable Court En Banc reinstating the
decision of the Honorable Court of Appeals would be inconsistent with
the facts of the case and the findings of this Honorable Court.
2. There is no valid ground to conclude that APT has still the
right to the deposit of UPSUMCO after the August 27, 1987 friendly
foreclosure, and the withdrawal of P80,200,806.41 as payment could
be applied either as repayment on the Take-off Loans or for the
Operational Loans.
3. The findings that the condonation took effect only after the
execution of the Deed of Assignment hence upholds the validity of
APT's taking of the deposit of P80,200,806.41 in UPSUMCO's PNB
account as payment of the deficiency is without basis.
4. The admission of the case by Honorable Court En Banc
after the denial of the Second Division of the Second Motion for
Reconsideration and the referral of the case to the Honorable Court En
Banc appear not to be in accordance with the Rules of Procedure.
5. The basis for admission of the case to the Honorable Court
En Banc are belated issues which have no other purpose but to give
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 apparent reasons for the elevation of the case.
6. There is no legal basis for the withdrawals of UPSUMCO's
deposit on the ground of conventional compensation.
7. Since the amount of P17,773,185.24 could not be the
subject of conventional compensation, it should be returned to
petitioner immediately by respondents. ITDHcA

After a careful review of the arguments in the petitioner's motion for

reconsideration, the Court finds the same to be mere rehash of the main
points already set forth in the Court's En Banc Resolution of April 2, 2009
and, hence, denies the same for lack of merit. The pertinent portions of the
decision read as follows:
The rulings of the lower courts, as well as the petition itself, are
not clear as to the amount extended by way of takeoff loans by PNB to
UPSUMCO. However, the Court of Appeals did enumerate the following
transactions consisting of the operational loans, to wit:
(1) Trust Receipts dated August 26, 1987; February 5, 1987;
and July 10, 1987;
(2) Deed of Assignment By Way of Payment dated November
16, 1984 (Exh. 3 [PNB]; Exh. 12 [APT]; Record, p. 545);
(3) Two (2) documents of Pledge both dated February 19,
1987;

(4) Sugar Quedans (Exh. 13 to 16; Record, pp. 548 to 551);

(5) Credit Agreements dated February 19, 1987 (Exhs. "2"
[PNB] & "4" [APT]; Record, pp. 541-544) and April 29, 1987
(Exh. "11" [APT]; Record, pp. 314-317).

(6) Promissory Notes dated February 20, 1987 (Exh. "17";

Record, p. 573); March 2, 1987 (Exh. "18"; Record, p. 574);
March 3, 1987 (Exh. "19"; Record, p. 575); March 27, 1987;
(Exh. "20"; Record, p. 576); March 30, 1987 (Exh. "21";
Record, p. 577); April 7, 1987 (Exh. "22"; Record, p. 578);
May 22, 1987 (Exh. "23"; Record, p. 579); and July 30,
1987 (Exh. "24"; record p. 580).

On 27 February 1987, through a Deed of Transfer, PNB assigned

to the Government its "rights" titles and interests over UPSUMCO,
among several other assets. The Deed of Transfer acknowledged that
said assignment was being undertaken "in compliance with Presidential
Proclamation No. 50." The Government subsequently transferred these
"rights" titles and "interests" over UPSUMCO to respondent Asset and
Privatization Trust (APT), [now PMO].

xxx xxx xxx

This much is clear. The Deed of Assignment condoned only the
take-off loans, and not the operational loans. The Deed of Assignment
in its operative part provides, thus:

CD Technologies Asia, Inc. © 2021 cdasiaonline.com

 That United Planter[s] Sugar Milling Co., Inc. (the
"Corporation") — pursuant to a resolution passed by its board of
Directors on September 3, 1087 n , and confirmed by the
Corporation's stockholders in a stockholders' Meeting held on the
same (date), for and in consideration of the Asset Privatization
Trust ("APT") condoning any deficiency amount it may be
entitled to recover from the Corporation under the Credit
Agreement dated November 5, 1974 and the
Restructuring Agreement[s] dated June 24, and December
10, 1982, and May 9, 1984, respectively, executed
between the Corporation and the Philippine National
Bank ("PNB"), which financial claims have been assigned to
APT, through the National Government, by PNB, hereby
irrevocably sells, assigns and transfer to APT its right to
redeem the foreclosed real properties covered by Transfer
Certificates of Titles Nos. T-16700 and T-16701.
IHcSCA

IN WITNESS WHEREOF, the Corporation has caused this

instrument to be executed on its behalf by Mr. Joaquin S. Montenegro,
thereunto duly authorized, this 3rd day of September, 1997.

xxx xxx xxx

This notwithstanding, the RTC Decision was based on the
premise that all of UPSUMCO's loans were condoned in the Deed of
Assignment. In contrast, the Court of Appeals acknowledged that only
the take-off loans were condoned, and thus ruled that APT was entitled
to have the funds from UPSUMCOS's accounts transferred to its own
account "to the extent of UPSUMCO's remaining obligation, less the
amount condoned in the Deed of Assignment and the 450,000,000.00
proceeds of the foreclosure."

The challenged acts of respondents all occurred on or

after 27 August 1987, the day of the execution sale. UPSUMCO
argues that after that date, respondents no longer had the
right to collect monies from the PNB bank accounts which
UPSUMCO had opened and maintained as collateral for its
operational take-off loans. UPSUMCO is wrong. After 27 August
1987, there were at least two causes for the application of
payments from UPSUMCO's PNB accounts. The first was for the
repayment of the operational loans, which were never
condoned. The second was for the repayment of the take-off
loans which APT could obtain until 3 September 1987, the day
the condonation took effect.
The error of the Court's earlier rulings, particularly the Resolution
dated 11 July 2007, was in assuming that the non-condonation of the
operational loans was immaterial to the application of payments made
in favor of APT from UPSUMCOS's PNB accounts that occurred after 27
August 1987. For as long as there remained outstanding obligations
due to APT (as PNB's successor-in-interest), APT would be entitled to
apply payments from the bank accounts of PNB. That right had been
granted in favor of PNB, whether on account of the take-off loans or the
operational loans.

CD Technologies Asia, Inc. © 2021 cdasiaonline.com

 Petitioner filed with the RTC the complaint which alleged that
"among the conditions of the 'friendly foreclosure' are: (A) That all the
accounts of [United Planters] are condoned, including the JSS notes at
the time of the public bidding." It was incumbent on petitioner, not
respondents, to prove that particular allegation in its complaint. Was
petitioner able to establish that among the conditions of the "friendly
foreclosure' was that "all its accounts are condoned"? It did not, as it is
now agreed by all that only the take-off loans were condoned.

This point is material, since the 2007 Resolution negated the

findings that only the take-off loans were condoned by faulting
respondents for failing to establish that there remained outstanding
operational loans on which APT could apply payments from UPSUMCO's
bank accounts. By the very language of the Deed of Assignment, it was
evident that UPSUMCO's allegation in its complaint that all of its
accounts were condoned was not proven. Even if neither PNB nor APT
had filed an answer, there would have been no basis in fact for the trial
court to conclude that all of UPSUMCO's loans were condoned (as the
RTC in this case did), or issue reliefs as if all the loans were condoned
(as the 2007 Resolution did). aIETCA

As noted earlier, APT had the right to apply payments from

UPSUMCO's bank accounts, by virtue of the terms of the operational
loan agreements. Considering that UPSUMCO was spectacularly unable
to repay the take-off loans it had earlier transacted, it simply beggars
belief to assume that it had fully paid its operational loans. Moreover,
APT had the right to obtain payment of the operational loans by simply
applying payments from UPSUMCO's bank accounts, without need of
filing an action for collection with the courts. The bank accounts were
established precisely to afford PNB (and later APT) extrajudicial and
legal means to obtain repayment of UPSUMCO's outstanding loans
without hassle.

B.
There is no question that the Deed of Assignment condoned the
outstanding take-off loans of UPSUMCO due then to APT. The Deed of
Assignment was executed on 3 September 1987 as was the UPSUMCO
Board Resolution authorizing its President to sign the Deed of
Assignment. However, despite the absence of any terms to that effect
in the Deed of Assignment, it is UPSUMCO's position that the
condonation actually had retroacted to 27 August 1987. The previous
rulings of the Court unfortunately upheld that position.
It is easy to see why UPSUMCO would pose such an argument. It
appears that between 27 August 1987 and 3 September 1987. APT
applied payments from UPSOMCO's bank accounts in the amount of
around 80 Million Pesos. UPSUMCO obviously desires the return of the
said amount. But again, under the terms of the loan arguments, APT as
successor-in-interest of PNB, had the right to seize any amounts
deposited in UPSUMCO'S bank accounts as long as UPSUMCO remained
indebted under the loan agreements. Since UPSUMCO was released
from its take-off loans only on 3 September 1987, as indicated in the
Deed of Assignment, then APT's application of payments is perfectly
legal.
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 The earlier rulings of the Court were predicated on a finding that
there was a "friendly foreclosure" agreement between APT and
UPSUMCO, whereby APT agreed to condone all of UPSUMCO's
outstanding obligations in exchange for UPSUMCO's waiver of its right
to redeem the foreclosed property. However, no such agreement to the
effect was ever committed to writing or presented in evidence. The
written agreement actually set forth was not as contended by
UPSUMCO. For one, not all of the outstanding loans were condoned by
APT since the take-off loans were left extant. For another, the
agreement itself did not indicate any date of effectivity other than the
date of the execution of the agreement, namely 3 September 1987.
It is argued that the use of the word "any" in "any deficiency
amount" sufficiently establishes the retroactive nature of the
condonation. The argument hardly convinces. The phrase "any
deficiency amount" could refer not only to the remaining deficiency
amount after the 27 August foreclosure sale, but also the remaining
deficiency amount as of 3 September 1987, when the Deed of
Assignment was executed and after APT had exercised its right as
creditor to apply payments from petitioner's PNB accounts. The Deed
of Assignment was not cast in intractably precise terms, and both
interpretations can certainly be accommodated.
It is in that context that the question of parol evidence comes
into play. The parol evidence rule states that generally, when the
terms of an agreement have been reduced into writing, it is considered
as containing all the terms agreed upon and there can be no evidence
of such terms other than the contents of the written agreement.
Assuming that the Deed of Assignment failed to accurately reflect an
intent of the parties to retroact the effect of condonation to the date of
the foreclosure sale, none of the parties, particularly UPSUMCO, availed
of its right to seek the reformation of the instrument to the end that
such true intention may be expressed. As there is nothing in the text of
Deed of Assignment that clearly gives retroactive effect to the
condonation, the parol evidence rule generally bars any other evidence
of such terms other than the contents of the written agreement, such
as evidence that the said Deed had retroactive effect. TSEcAD

It is argued that under Section 9, Rule 130, a party may present

evidence to modify, explain or add to the terms of the written
agreement if it is put in issue in the pleading, "[t]he failure of the
written agreement to express the true intent and the agreement of the
parties thereto."
Petitioner did not exactly state in its Amended Complaint that
the condonation effected in the Deed of Assignment had retroacted to
the date of the foreclosure sale. What petitioner contented in its
amended complaint was that the Deed of Assignment "released and
discharged plaintiff from any and all obligations due the defendant PNB
and defendant APT," that "after the foreclosure by PNB/APT plaintiff is
entitled to all the funds it deposited or being held by PNB in all its
branches," and that "among the conditions of the 'friendly foreclosure'
are that all the accounts of the plaintiff are condoned." It remains
unclear whether petitioner had indeed alleged in its Amended
Complaint that the Deed of Assignment executed on 3 September 1987
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 had retroacted effect as of the foreclosure sale, or on 27 August 1987.
If petitioner were truly mindful to invoke the exception to the parol
evidence rule and intent on claiming that the condonation had such
retroactive effect, it should have employed more precise language to
the effect in their original and amended complaints.
xxx xxx xxx
The right of respondent PNB to set-off payments from UPSUMCO
arose from conventional compensation rather than legal compensation,
even if all the requisites for legal compensation were present between
those two parties. The determinative factor is the mutual agreement
between PNB and UPSUMCO to set-off payments. Even without an
express agreement stipulating compensation, PNB and UPSUMCO
would have been entitled to set-off of payments, as the legal requisites
for compensation under Article 1279 were present.
As soon as PNB assigned its credit to APT, the mutual creditor-
debtor relation between PNB and UPSUMCO ceased to exist. However,
PNB and UPSUMCO had agreed to a conventional compensation, a
relationship which does not require the presence of all the requisites
under Article 1279. And PNB too had assigned all its rights as creditor
to APT, including its rights under conventional compensation. The
absence of the mutual creditor-debtor relation between the new
creditor APT and UPSUMCO cannot negate the conventional
compensation. Accordingly, APT, as the assignee of credit of PNB, had
the right to set-off the outstanding obligations of UPSUMCO on the
basis of conventional compensation before the condonation took effect
on 3 September 1987.
V.
The conclusions are clear. First. Between 27 August to 3
September 1987, APT had the right to apply payments from
UPSUMCO's bank accounts maintained with PNB as repayment for the
take-off loans and/or the operational loans. Considering that as of 30
June 1987, the total indebtedness of UPSUMCO as to the take-off loans
amounted to P2,137,076,433.15, and because the foreclosed
properties were sold during the execution sale for only 450 Million
Pesos, it is safe to conclude that the total amount of P80,200,806.41
debited from UPSUMCO's bank accounts from 27 August to 3
September 1987 was very well less than the then outstanding
indebtedness for the take-off loans. It was only on 3 September 1987
that the take-off loans were condoned by APT, which lost only on that
date too the right to apply payments from UPSUMCO'S bank accounts
to pay the take-off loans.
ITEcAD

Second. After 3 September 1987, APT retained the right to apply

payments from the bank accounts of UPSUMCO with PNB to answer for
the outstanding indebtedness under the operational loan agreements.
It appears that the amount of P17,773,185.24 was debited from
UPSUMCO's bank accounts after 3 September. At the same time, it
remains unclear what were the amounts of outstanding indebtedness
under the operational loans at the various points after 3 September
1987 when the bank accounts of UPSUMCO were debited.
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 The Court of Appeals ordered the remand of the case to the trial
court, on the premise that it was unclear how much APT was entitled to
recover by way of counterclaim. It is clear that the amount claimed by
APT by way of counterclaim — over 1.6 Billion Pesos — is over and
beyond what it can possibly be entitled to, since it is clear that the
take-off loans were actually condoned as of 3 September 1987. At the
same time, APT was still entitled to repayment of UPSUMCO's
operational loans. It is not clear to what extent, if at all, the amounts
debited from UPSUMCO's bank accounts after 3 September 1987
covered UPSUMCO's outstanding indebtedness under the operational
loans. Said amounts could be insufficient, just enough, or over and
beyond what UPSUMCO actually owed, in which case the petitioner
should be entitled to that excess amount debited after 3 September
1987. Because it is not evident from the voluminous records what was
the outstanding balance of the operational loans at the various times
post-September 3 UPSUMCO's bank accounts were debited, the remand
ordered by the Court of Appeal is ultimately the wisest and fairest
recourse. 1

Petitioner insists that the Court should not have taken cognizance of
the respondents' second motions for reconsideration with the prayer that the
case be referred to the Court en banc as the same appear not to be in
accordance with the rules.
Generally, under Section 3 of the Court's Circular No. 2-89, effective
March 1, 1989, the referral to the Court en banc of cases assigned to a
Division is to be denied on the ground that the Court en banc is not an
Appellate Court to which decisions or resolutions of a Division may be
appealed. Moreover, a second motion for reconsideration of a judgment or
final resolution shall not be entertained for being a prohibited pleading under
Section 2, Rule 52, in relation to Section 4, Rule 56 of the Rules of Court,
except for extraordinarily persuasive reasons and only after an express
leave shall have first been obtained. 2 Accordingly, the Court, in the exercise
of its sound discretion, determines the issues which are of transcendental
importance, as in the present case, which necessitates it to accept the
referral of a Division case before it and the grant of a second motion for
reconsideration.
In sum, the Resolution of the Court En Banc reinstating the Decision of
the CA categorically ruled that only its takeoff loans, not the operational
loans, were condoned by the Deed of Assignment dated September 3, 1987.
The Deed of Assignment expressly stipulated the particular loan agreements
which were covered therein. As such, respondent APT was entitled to have
the funds from petitioner's savings accounts with respondent PNB
transferred to its own account, to the extent of petitioner's remaining
obligations under the operational loans, less the amount condoned in the
Deed of Assignment and the P450,000,000.00 proceeds of the foreclosure.
As the En Banc Resolution explained, respondent APT had a right to go after
the bank deposits of petitioner, in its capacity as the creditor of the latter.
Likewise, respondent PNB had the right to apply the proceeds of the sale of
petitioner's sugar and molasses, in satisfaction of petitioner's obligations.
Respondent PNB never waived these rights and the same were transferred
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 to respondent APT (now PMO) by virtue of the Deed of Transfer executed
between them. Moreover, there was no conventional subrogation since such
requires the consent of the original parties and of the third persons and
there was no evidence that the consent of petitioner (as debtor) was secured
when respondent PNB assigned its rights to respondent APT, and that the
assignment by respondent PNB to respondent APT arose by mandate of law
and not by the volition of the parties. Accordingly, the remand of the case to
the RTC for computation of the parties' remaining outstanding balances was
proper. SACTIH

The doctrine of stare decisis et no quieta movere 3 or principle of

adherence to precedents does not apply to the present case so as to bar the
Court en banc from taking cognizance over the case which rectified the
disposition of the case and reversed and set aside the Decision rendered by
a Division thereof.
WHEREFORE, the Motion for Reconsideration filed by petitioner United
Planters Sugar Milling Company, Inc. (UPSUMCO) is DENIED WITH
FINALITY for lack of merit.
SO ORDERED.
Corona, Velasco, Jr., Leonardo-de Castro, Brion, Bersamin, Del Castillo,
Abad, Villarama, Jr., Perez and Mendoza, JJ., concur.
Puno, C.J., joins the dissent of J. Carpio.
Carpio, J., see dissenting opinion.
Carpio Morales, J., I maintain my vote in the original decision, hence, I
vote to grant the present motion.
Nachura, J., took no part. Signed pleading as Solicitor General.

Separate Opinions
CARPIO, J., dissenting:

I maintain my dissent that the remand of this case for the accounting of
petitioner United Planters Sugar Milling Company, Inc.'s (UPSUMCO)
supposed outstanding loans to respondent Asset Privatization Trust (APT) 1 is
baseless in fact and in law.
Today's ruling reiterates the conclusions of the Resolution dated 2 April
2009 2 that:
(1) UPSUMCO remains indebted to APT (for an undetermined
amount) because APT, as assignee of respondent Philippine National
Bank (PNB), condoned only s o m e but not a l l of UPSUMCO's loans,
because (a) by its terms, the contract of condonation (Deed of
Assignment dated 3 September 1987) mentioned only the "take-off"
loans, leaving out the "operating loans"; and (b) the admission of
parole evidence modifying the terms of the Deed of Assignment to
cover UPSUMCO's "operating loans" owing to APT is improper and, at
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 any rate, UPSUMCO introduced no parole evidence; and
(2) PNB's post-foreclosure diversion of UPSUMCO's bank
deposits to APT without UPSUMCO's knowledge or consent was a valid
act of "conventional compensation."

Neither the facts of the case nor the law on compensation bears out
these conclusions.
First. UPSUMCO's "operating loans" (so-called because the proceeds
were used to finance its operations) have nothing to do with this case. This
case concerns UPSUMCO's post-foreclosure deficiency obligation to APT and
the mortgage over the foreclosed properties secured UPSUMCO's
"take-off loans" only (so-called because the proceeds were used to build
UPSUMCO's milling plant). As summed up in the Resolution of 11 July 2007:
IEcDCa

[P]NB assigned to APT its "take-off loans" to UPSUMCO . . .,

including the mortgages on these take-off loans. PNB did not assign
to APT any "operating loans" of UPSUMCO. . . . On 27 August
1987, APT foreclosed the mortgages on the take-off loans . The
foreclosure price was P450,000,000, leaving a deficiency of
P1,687,076,433. On 3 September 1987, in consideration of UPSUMCO's
assignment to APT of UPSUMCO's right to redeem the foreclosed
assets, APT condoned "any deficiency amount" of UPSUMCO after the
foreclosure. 3 (Emphasis supplied)

Indeed, the "operating loans" remained with PNB and contained their
own security mechanisms in the form of pledge agreements obliging
UPSUMCO to assign all its produce to PNB which UPSUMCO simultaneously
authorized to sell and apply the proceeds to satisfy UPSUMCO's unpaid
operating loans. 4 Thus, the issue on UPSUMCO's supposed unpaid
"operating loans owing to APT" is not only factually inaccurate but also alien
to this litigation on UPSUMCO's post-foreclosure deficiency obligation to APT
arising from the "take-off" loans.
The 2 April 2009 Resolution hoists the decision of the Court of Appeals
as doctrinal prop for its finding that (1) UPSUMCO owes APT unpaid
"operating loans" and (2) this is an issue here. Even a cursory glance at the
appealed ruling proves this reliance unfounded. All that the appellate court
did to arrive at its ruling (to remand this case for accounting of UPSUMCO's
supposed outstanding obligations) was look at the Deed of Assignment,
subtract from the mass of UPSUMCO loans the contracts listed in the Deed of
Assignment, and hold UPSUMCO liable (for an undetermined amount) for the
remaining loans (without specifying whether these were "take-off" or
"operating" loans). 5 The maxim expressio unios est exclusio alterios, not a
considered analysis of which loans were secured by the foreclosed
properties, won the day for respondents.
Indeed, the Court of Appeals could not have passed upon respondents'
newfangled theory on UPSUMCO's "undetermined liability" for unpaid
"operating loans owing to APT," because respondents presented this
concoction only with this Court, in their motion for reconsideration of our
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 Decision in 2006 granting UPSUMCO's petition, 18 years after they filed their
Answer to UPSUMCO's complaint in the Regional Trial Court of Bais City. 6
This late-game, last ditch contrivance, made part of Philippine jurisprudence
courtesy of the 2 April 2009 Resolution, now provides legal cover for PNB's
diversion of tens of millions of pesos of UPSUMCO deposits as alleged
payments for UPSUMCO's non-existent "operating loans owing to APT." 7
Second. Both the text and context of the Deed of Assignment compel
the conclusion that UPSUMCO, as debtor-mortgagor, and APT, as creditor-
mortgagee, in executing the Deed of Assignment, intended to cancel
UPSUMCO's post-foreclosure deficiency obligation in exchange for
UPSUMCO's waiver of its redemption right, allowing APT to dispose of the
foreclosed assets without waiting for the expiry of the one-year redemption
period. 8 Indeed, the Deed of Assignment must not be divorced from the
negotiated foreclosure which the government pursued following its policy of
quickly disposing acquired assets. 9
The 2 April 2009 Resolution doubts the reality of this negotiated
foreclosure (as it should, because the only way to sustain its finding is to
treat the Deed of Assignment as an isolated transaction, devoid of
contextual meaning). However, the statements in the 2 April 2009
Resolution that — CaAIES

The earlier rulings of the Court were predicated on a finding that

there was a "friendly foreclosure" agreement between APT and
UPSUMCO, whereby APT agreed to condone all of UPSUMCO's
outstanding obligations in exchange for UPSUMCO's waiver of its right
to redeem the foreclosed property. However, no such agreement to
that effect was ever committed to writing or presented in
evidence. The written agreement actually set forth was not as
contended by UPSUMCO. 10 (Emphasis supplied)

would have carried weight if not for the ruling in United Planters and Sugar
Milling Corporation, Inc. v. Philippine Sugar Corporation 11 that: (1) APT and
PNB (representing APT's co-creditor and co-mortgagee PHILSUCOR)
conducted a "friendly foreclosure" of UPSUMCO's mortgaged assets; (2) APT
condoned UPSUMCO's entire post-foreclosure deficiency obligation under the
Deed of Assignment in exchange for UPSUMCO's relinquishment of its
redemption right; and (3) because of this full condonation, UPSUMCO is
discharged from all claims of its supposed deficiency obligation, including
PHILSUCOR's suit. 12 There's no escaping the import of the following findings
(quoted in the Decision of 26 November 2006):
Defendant [PHILSUCOR] ha[d] notice of the friendly
foreclosure conducted by APT and PNB. . . . [UPSUMCO], due to
the conduct of the defendant [PHILSUCOR], and the other
parties, PNB and APT[,] was made to believe that when it
assigned its right of redemption, it was in consideration of the
condonation of deficiency claims against it including that
which pertains to the defendant [PHILSUCOR].
xxx xxx xxx
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 The doctrine of estoppel . . ., precludes [a party] from repudiating
an obligation voluntarily assumed after its having accepted benefits
therefrom. . . .

Under the aforesaid principle of estoppel, defendant [PHILSUCOR]

in the case at bar, after having made [UPSUMCO] believed [sic] in good
faith that the foreclosure proceedings, including[] a part of it, i.e.,
condonation of deficiency claims against plaintiff, and after having
benefited from such conduct, [cannot] undertake an inconsistent claim
subsequently and proceed with its concealed intention to collect
deficiency claim against [UPSUMCO].

In fact, according to Atty. Buñag, defendant [PHILSUCOR] did not

make any reservation to claim for deficiency after having received its
share of the auction sale in the amount of P58 million from APT. . . .
However, defendant [PHILSUCOR] left the matter of deficiency
balance to APT. . . . But, what happened was that APT
condoned said deficiency claim against [UPSUMCO]. . . .

WHEREFORE, premises considered, this Court renders the

following judgment:

On Civil Case No. 63-B

1. [UPSUMCO] is hereby ordered released and

discharged from any and all claims that the defendant
[PHILSUCOR] may have against the former[.] (Emphasis
supplied). 13 AHSEaD

The Court of Appeals 14 and this Court 15 affirmed United Planters and Sugar
Milling Corporation, Inc. v. Philippine Sugar Corporation on successive
appeals.
Third. The only way for PNB to justify its unilateral diversion of huge
sums of depositor's money (UPSUMCO) is to claim compensation (otherwise,
it would expose itself to, at best, suits to recover the illegally applied funds,
as here). Unfortunately for PNB, the law on compensation, as a short-cut to
the tedious collection process, is stacked with safety features indispensable
to a creditor's exercise of this option. Regardless of the type of
compensation exercised (that is, whether legal or conventional), the
irreducible minimum requirement is that the parties must be creditor
and debtor of each other. 16 Otherwise, the remedy for the creditor to
satisfy its credit is to initiate collection proceedings.
The trouble for PNB is that when it diverted UPSUMCO's deposits
starting 27 August 1987 as supposed compensation, PNB was no longer a
creditor of UPSUMCO's "take-off loans," having assigned its credit under
these loans to APT six months earlier on 27 February 1987. Hence, at the
time of the supposed application of payments, PNB had already reverted to
its default role as UPSUMCO's debtor, in its capacity as holder of
UPSUMCO's bank deposits. 17
Further, PNB did not use UPSUMCO funds to apply payments for itself
but for APT. Thus, what controls is not the law on compensation but the rules
on payment by third parties. 18 As we noted in the Resolution of 11 July
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 2007:
[P]NB, in setting-off, acted as a third person using its own
funds to pay the debt of UPSUMCO to its creditor APT. PNB can recover
from UPSUMCO to the extent that the payment benefited
UPSUMCO. 19 (Emphasis supplied)

However, PNB is precluded from invoking this rule because by the time it
made the alleged payments to APT (starting 27 August 1987), APT had
agreed (in the Deed of Assignment) to wipe-out UPSUMCO's post-foreclosure
deficiency obligation (in exchange for UPSUMCO's waiver of its redemption
right, allowing APT to immediately sell the foreclosed assets to Universal
Robina Sugar Milling Corporation even during the one-year redemption
period which UPSUMCO agreed to waive). 20 As there were no more debts to
pay, none of the alleged payments PNB made to APT benefited UPSUMCO.
Thus, UPSUMCO has every right to recover its wrongfully diverted funds.
Lastly, PNB's doom is sealed by its retention of UPSUMCO's operating
loans, the final factual tug which pulls PNB's theoretical rug from under its
feet. Not having assigned these loans to APT (and were thus excluded from
the foreclosure proceedings), PNB's belated submission of applying
UPSUMCO deposits as payments for UPSUMCO's "operating loans owing
to APT" crumbles under the weight of its own inconsistency. The 2 April
2009 Resolution's grounding of "conventional compensation" would have
been plausible if PNB had claimed to have applied payments under the
"operating loans" for itself. Of course, this argumentative avenue is closed
to PNB because every cent of UPSUMCO money that PNB held PNB
transferred to APT. HaTISE

Fourth. The 2 April 2009 Resolution spun a tale of a helpless creditor

government victimized by a cunning, bullying debtor sugar miller, exacting
terms of foreclosure settlement "friendly" to no one but itself, thus justifying
the Court's timely succor. This script would have been perfect if it did not
mock common sense (government is never bullied), ignore business practice
(the creditor always dictates terms of settlement) and discard a fact
(UPSUMCO was bankrupt). In truth, APT insisted on the deal with UPSUMCO
and achieved its goal of immediately selling the foreclosed property. 21 APT
was satisfied with what it got and treated the matter closed until it was
made to answer UPSUMCO's suit which, in the first place, UPSUMCO's former
owners would not have filed had they not discovered UPSUMCO's nearly
depleted bank deposits with PNB.
By subscribing to PNB and APT's hastily crafted, incoherent theory of
"conventional compensation without mutuality of credits" of undetermined
"operating loans owing to APT," the 2 April 2009 Resolution sets a dangerous
precedent of babying government (and incidentally its assignor bank),
achieved through convoluted analysis of facts and untenable application of
the law at the expense of a duly substantiated suit, filed decades ago, to
recover wrongfully diverted property. That the 2 April 2009 Resolution did so
after the Court had rendered judgment for UPSUMCO and denied APT and
PNB's plea for reconsideration makes its disposition all the more
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 unprecedented.
Accordingly, I vote to G R A N T the motion for reconsideration of
petitioner United Planters Sugar Milling Company, Inc., SET ASIDE the
Resolution dated 2 April 2009, and REINSTATE the Decision dated 28
November 2006 as modified by the Resolution dated 11 July 2007.

Footnotes

1. Rollo, pp. 1272-1273, 1284, 1286-1291, and 1300-1302.

2. See Ortigas and Company Limited Partnership vs. Velasco, G.R. Nos. 109645
and 112564, March 4, 1996, 254 SCRA 234.

3. Tala Realty Services Corp. v. Banco Filipino Savings and Mortgage Bank, G.R.
No. 132051, June 25, 2001, 359 SCRA 469.
CARPIO, J., dissenting:

1. Per Resolution dated 2 April 2009.

2. Granting respondent APT and Philippine National Bank's second motion for
reconsideration of the Decision dated 28 November 2006 and Resolution
dated 11 July 2007.

3. United Planters Sugar Milling Co., Inc.(UPSUMCO) v. Court of Appeals

(Resolution), G.R. No. 126890, 11 July 2007, 527 SCRA 336, 341 [2007]).
4. We held in the Decision of 28 November 2006:

To finance its operations, UPSUMCO also obtained loans from PNB evidenced
by, among others, the Deed of Assignment by Way of Payment, notarized on
16 November 1984 and the Credit Agreements dated 19 February 1987 and
29 April 1987 ("operating loans"). The Credit Agreements, which also
carried set-off clauses, were secured by Pledge contracts dated 19
February 1987 and 30 March 1987. By these contracts, UPSUMCO
undertook to assign to PNB all its sugar produce for PNB to sell and
apply the proceeds to satisfy UPSUMCO's unpaid obligation under
the operating loans. The promissory notes for the funds released under
the operating loans also carried set-off clauses. In the Deed of Assignment by
Way of Payment, UPSUMCO undertook to assign to PNB its milled sugar and
molasses beginning the crop year 1984-1985. To keep track of UPSUMCO's
sugar assignments and the payments to UPSUMCO's loans, PNB maintained
"sugar accounts payable" under UPSUMCO's name. (United Planters Sugar
Milling Co., Inc. (UPSUMCO) v. Court of Appeals (Decision), G.R. No. 126890,
28 November 2006, 508 SCRA 310, 314-315; emphasis supplied, internal
citations omitted).
5. As held in the Resolution of 11 July 2007:

[T]he Court of Appeals never distinguished UPSUMCO's obligation to

APT or PNB in terms of UPSUMCO's operating or take-off loans.
Instead, the Court of Appeals relied on a rule of statutory
construction [of expressio unios est exclusio alterios ] in examining
the Deed of Assignment. Thus, the appellate court held that since that
document only mentioned the Credit Agreement dated 5 November 1974
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 and the Restructuring Agreements dated 24 June 1982, 10 December 1982,
and 9 May 1984, it could not have covered the loans and other security
instruments not mentioned in the contract. Accordingly, the Court of Appeals
did not determine what loans PNB assigned to APT on 27 February 1987
which is determinative of the extent of APT's interest in the foreclosure
proceedings of UPSUMCO's assets and consequently of what APT condoned
under the Deed of Assignment of 3 September 1987. ( United Planters Sugar
Milling Co., Inc. (UPSUMCO) v. Court of Appeals (Resolution), G.R. No.
126890, 11 July 2007, 527 SCRA 336, 346 [2007]; emphasis supplied,
internal citations omitted).
This hypertextual interpretation of the Deed of Assignment, divorcing it from
the foreclosure proceedings and the government's policy of expediting asset
disposition does violence to the intent of the parties.
6. We observed in the Resolution of 11 July 2007:

Until it filed its motion for reconsideration, PNB made no mention of any
outstanding obligation of UPSUMCO under the operational loans. In the
Answer it filed with the trial court, PNB counterclaimed not for
UPSUMCO's alleged unpaid obligation under the operational loans
but for moral damages and attorney's fees. Indeed, at no time during
the pendency of this case in the trial court, the Court of Appeals, or this Court
did PNB hint of any proof of such alleged debt. (United Planters Sugar Milling
Co., Inc.(UPSUMCO) v. Court of Appeals (Resolution), G.R. No. 126890, 11 July
2007, 527 SCRA 336, 348 [2007]; internal citations omitted).

The 2 April 2009 Resolution finesses away the devastating implication of

respondents' failure to immediately raise the defense of compensation for
outstanding operating loans thus:

[I]t was evident UPSUMCO's allegation in its complaint that all of its account
were condoned was not proven. Even if neither PNB nor APT had filed
an answer, there would have been no basis in fact for the trial court
to conclude that all of UPSUMCO's loans were condoned . . . . (United
Planters Sugar Milling Co., Inc.(UPSUMCO) v. Court of Appeals (Resolution),
G.R. No. 126890, 2 April 2009, p. 19; emphasis supplied).

Evidently, the 2 April 2009 Resolution confused proof of condonation with

proof of payment because as found by the trial court and the Decision of 28
November 2006, UPSUMCO's evidence sufficed to prove the cancellation of
its deficiency obligation. Tellingly, the 2 April 2009 Resolution kept clear of
the import of APT's inaction to collect on UPSUMCO's supposed unpaid
operating loans for more than 20 years.

7. Within a span of seven days from foreclosure (covering the period 27 August
1987 to 3 September 1987), PNB adjusted its books to transfer
P80,200,806.41 to APT without UPSUMCO's knowledge much less consent.
After 3 September 1987, PNB continued to funnel UPSUMCO's deposits to
APT totaling P17,773,185.24.

8. For the textual basis, we observed in the Resolution of 11 July 2007:

[T]he Deed of Assignment itself speaks of condonation of "any
deficiency amount," an amount that is determined right after the
foreclosure. None of the respondents have presented good cause to
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 undermine the reasons for our ruling, namely: (1) the condonation of
UPSUMCO's deficiency obligation was, as found by the trial court in the
PHILSUCOR case, part of the bundle of incentives APT offered UPSUMCO for
the latter to agree to the "friendly foreclosure" of its mortgaged assets and
(2) the Deed of Assignment itself stated that APT condoned "any
deficiency amount" of UPSUMCO from the take-off loans after the
foreclosure on 27 August 1987. (United Planters Sugar Milling Co., Inc.
(UPSUMCO) v. Court of Appeals (Resolution), G.R. No. 126890, 11 July 2007,
527 SCRA 336, 352 [2007]; emphasis supplied, internal citations omitted).

For the contextual grounding, UPSUMCO presented in evidence two Board

Resolutions (authorizing its President to sign the Deed of Assignment and
seeking APT's assistance to resist a collection case filed by a co-creditor post-
foreclosure) uniformly stating its understanding that the Deed of Assignment
condoned its post-foreclosure deficiency obligation (see United Planters
Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals (Decision), G.R. No.
126890, 28 November 2006, 508 SCRA 310, 334-339). These pieces of
evidence were properly introduced as an exception to the Parole Evidence
Rule (under Rule 130, Section 9, par. [b]) after UPSUMCO raised as an issue
the failure of the Deed of Assignment to express the true intent of the parties
in so far as it gives the impression that its scope is limited to the loan
agreements mentioned in the contract. The Resolution of 2 April 2009 finds
that these pieces of evidence should be excluded because UPSUMCO's
statement in its amended complaint before the trial court that "the Deed of
Assignment . . . released and discharged [UPSUMCO] from any and all
obligations due to the defendant PNB and defendant APT" does not suffice to
raise as an issue the scope of the Deed of Assignment, adding that UPSUMCO
"should have employed more precise language to that effect" (United
Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals (Resolution),
G.R. No. 126890, 2 April 2009, p. 23-24). This conclusion finds no basis in
Rule 130, Section 9 which requires only that a party "puts in issue in his
pleading . . . the failure of the written agreement to express the true intent
and agreement of the parties thereto." That the counsel for UPSUMCO is less
of a craftsman than what the 2 April 2009 Resolution expects is no reason to
deny his client the benefit of the exception to the Parole Evidence Rule.

9. Indeed, within two months from foreclosure, APT sold the UPSUMCO
foreclosed assets to a third party (Universal Robina Sugar Milling
Corporation) for P500M.
10. United Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals
(Resolution), G.R. No. 126890, 2 April 2009, pp. 20-21.

11. The Decision of 28 November 2006 described PHILSUCOR's participation in

UPSUMCO's mortgaged assets:
In the early 1980s, UPSUMCO and other sugar millers, hard hit by a slump in
the international sugar market, started to default on their loan payments. To
bail out these corporations, then President Ferdinand E. Marcos created the
Philippine Sugar Corporation (PHILSUCOR), which was authorized to issue
and sell "sugar bonds" to various commercial banks holding non-performing
loans of ailing sugar millers. Accordingly, PHILSUCOR issued and sold to PNB
P3 billion worth of "sugar bonds" on 14 February 1984. PNB partly paid the
bonds by assigning to PHILSUCOR 30% of its credit with UPSUMCO,
computed as of 14 February 1984. This made PHILSUCOR UPSUMCO's
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 creditor to that extent. To secure PHILSUCOR's interest in
UPSUMCO, PHILSUCOR agreed that PNB will continue to hold
UPSUMCO's collateral for the take-off loans, for itself and
PHILSUCOR, to the extent of their pro-rata interest in the event of a
foreclosure.

xxx xxx xxx

To quickly dispose of UPSUMCO's mortgaged assets, APT negotiated with
UPSUMCO for the mortgages' uncontested or "friendly" foreclosure and for
UPSUMCO's waiver of its right of redemption. UPSUMCO accommodated APT.
Hence, APT and PNB ("respondents"), the latter as PHILSUCOR's
representative, scheduled the foreclosure sale on 27 August 1987. In the
notices of foreclosure, PNB placed UPSUMCO's total "mortgage
indebtedness" at P2,137,076,433.15, as of 30 June 1987. At the foreclosure
sale, APT purchased the auctioned properties for P450 million.(United
Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals (Decision),
G.R. No. 126890, 28 November 2006, 508 SCRA 310, 315-317; emphasis
supplied, internal citations omitted)
12. In Civil Case No. 63-B, rendered by the Regional Trial Court of Bais City,
Branch 45, the same court which rendered the ruling in this case.

13. United Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals
(Decision), G.R. No. 126890, 28 November 2006, 508 SCRA 310, 338-339.
14. In the Decision dated 15 October 1997 in CA-G.R. CV No. 46957.

15. In the Resolution dated 30 March 1993 in G.R. No. 132731 (dismissing
outright PHILSUCOR's petition).
16. Article 1278 of the Civil Code provides: "Compensation shall take place
when two persons, in their own right, are creditors and debtors of each
other." (Emphasis supplied)

17. Following the characterization of the relations between depositor and bank
as that of creditor and debtor (Moran v. Court of Appeals, G.R. No. 105836, 7
March 1994, 230 SCRA 799).
The 2 April 2009 Resolution strained to fit within the "conventional
compensation" model PNB's diversion of UPSUMCO funds to APT. The
implausibility of this occurrence given the absence of mutuality of credits
between PNB and APT, on the one hand, and UPSUMCO, on the other, is
evident from the 2 April 2009 Resolution's convoluted and contradictory
reasoning:

[W]e recognize the concept of conventional compensation, defined as

occurring "when the parties agree to compensate their mutual
obligations["] . . . [T]he only requisites of conventional compensation are
(1) that each of the parties can dispose of the credit he seeks to compensate,
and (2) that they agree to the mutual extinguishment of their credits. . .
.

[T]he absence of the mutual creditor-debtor relation between the

new creditor APT and UPSUMCO cannot negate the conventional
compensation. Accordingly, APT, as the assignee of credit of PNB,
had the right to set-off the outstanding obligations of UPSUMCO on
CD Technologies Asia, Inc. © 2021 cdasiaonline.com
 the basis of conventional compensation before the condonation took
effect on 3 September 1987. (United Planters Sugar Milling Co., Inc.
(UPSUMCO) v. Court of Appeals (Resolution), G.R. No. 126890, 2 April 2009,
pp. 30-31; emphasis supplied)
18. Article 1236 of the Civil Code provides: "The creditor is not bound to accept
payment or performance by a third person who has no interest in the
fulfillment of the obligation, unless there is a stipulation to the contrary.
Whoever pays for another may demand from the debtor what he has
paid, except that if he paid without the knowledge or against the
will of the debtor, he can recover only insofar as the payment has
been beneficial to the debtor." (Emphasis supplied)

19. United Planters Sugar Milling Co., Inc. (UPSUMCO) v. Court of Appeals
(Resolution), G.R. No. 126890, 11 July 2007, 527 SCRA 336, 341 (2007).
20. See note 9.

21. Id.
n Note from the Publisher: Copied verbatim from the official copy.

CD Technologies Asia, Inc. © 2021 cdasiaonline.com