Court of Appeals affirms Banco Filipino deal with BSP

MANILA, Philippines - The Court of Appeals (CA) has affirmed an agreement forged by Banco Filipino Savings and Mortgage Bank with the Bangko Sentral ng Pilipinas (BSP) for payment of its P3.6-billion loan through its real properties.

This, after the special 10th division of the appeals court junked a petition filed by a stockholder of the bank seeking to nullify the deal.

In a 13-page decision penned by Associate Justice Juan Enriquez Jr., the CA also upheld the decision of the Regional Trial Court of Makati City issued on Nov. 21 last year, which dismissed the case for lack of jurisdiction and declared the suit filed by Crispin Reyes, a minority stockholder of Banco Filipino, a “nuisance.”

“The phrase ‘a minority stockholder or record in good standin’ does not show when Reyes acquired his shares of stock. Hence, not sufficient to prove that he was a stockholder or member at the time the acts or transactions subject of the action occurred,” the CA explained

“The party bringing the suit has the burden of proving the sufficiency of the representative character that he claims. If a complaint is filed by one who claims to represent a party but who, in fact, is not authorized to do so, such complaint is not deemed filed and the court does not acquire jurisdiction over the complaint,” it added.

The CA further explained that in bringing a lawsuit on behalf a corporation, the stockholder or a member must establish that he or she was a stockholder at the time the transaction being assailed took place.

Concurring in the ruling were Associate Justices Jose Reyes, Jr. and Antonio Villamor.

The appellate court further held that the MOA sought to be nullified by Reyes was executed on Dec. 20, 1999, thus, the annulment of the said agreement is already barred by prescription. Court records show that Reyes filed the suit against BSP and the Monetary Board on behalf of Banco Filipino only on Sept. 9, 2004.

Under the Civil Code, the CA noted, “an action for annulment of contract where the consent of the parties is vitiated by mistake, violence, intimidation, undue influence or fraud, must be brought within a period of four years.”

Reyes again filed a similar complaint on March 31, 2008 before the Makati RTC praying that the MOA executed on December 20, 1999 between Banco Filipino and BSP be nullified and that the real properties subject of the dacion en pago be released and returned to them.

He also asked the trial court to declare null and void the terms and conditions imposed by the BSP prior to the granting of the P3.519 billion Special Liquidity Facility loan obtained by Banco Filipino on December 4, 2002 following a massive deposit withdrawals.