UNLAD RESOURCES DEVELOPMENT CORPORATION, UNLAD RURAL BANK OF NOVELETA, INC., UNLAD COMMODITIES, INC., HELENA Z. BENITEZ, and CONRADO L. BENITEZ II,
- versus -
RENATO P. DRAGON, TARCISIUS R. RODRIGUEZ, VICENTE D. CASAS, ROMULO M. VIRATA, FLAVIANO PERDITO, TEOTIMO BENITEZ, ELENA BENITEZ, and ROLANDO SUAREZ,
G.R. No. 149338
July 28, 2008
Before this Court is a Petition for Review on Certiorari under Rule 45 of the Rules of Civil Procedure seeking the reversal of the November 29, 2000 Decision and August 2, 2001 Resolution of the Court of Appeals (CA) in CA-G.R. CV No. 54226.
The facts, as found by the CA, are as follows:
December 29, 1981, the Plaintiffs (herein respondents) and defendant (herein
petitioner) Unlad Resources, through its Chairman[,] Helena Z. Benitez[,]
entered into a Memorandum of Agreement wherein it is provided that
[respondents], as controlling stockholders of the Rural Bank [of Noveleta]
shall allow Unlad Resources to invest four million eight hundred thousand pesos
P4,800,000.00) in the Rural Bank in the form of additional equity. On
the other hand, [petitioner] Unlad Resources bound itself to invest the said
amount of 4.8 million pesos in the Rural Bank; upon signing, it was, likewise,
agreed that [petitioner] Unlad Resources shall subscribe to a minimum of four
hundred eighty thousand pesos ( P480,000.00) (sic) common or preferred
non-voting shares of stock with a total par value of four million eight hundred
thousand pesos ( P4,800,000.00) and pay up immediately one million two
hundred thousand pesos ( P1,200,000.00) for said subscription; that the
[respondents], upon the signing of the said agreement shall transfer control
and management over the Rural Bank to Unlad Resources. According to the
[respondents], immediately after the signing of the agreement, they complied
with their obligation and transferred control of the Rural Bank to Unlad
Resources and its nominees and the Bank was renamed the Unlad Rural Bank of
Noveleta, Inc. However, [respondents] claim that despite repeated demands,
Unlad Resources has failed and refused to comply with their obligation under
the said Memorandum of Agreement when it did not invest four million eight
hundred thousand pesos ( P4,800,000.00) in the Rural Bank in the form of
additional equity and, likewise, it failed to immediately infuse one million
two hundred thousand pesos ( P1,200,000.00) as paid in capital upon
signing of the Memorandum of Agreement.
x x x x
May 20, 1987, [petitioner] Unlad Rural Bank wrote [respondents] regarding [the]
Central Banks approval to retire its [Development Bank of the Philippines]
preferred shares in the amount of
P219,000.00 and giving notice for
subscription to proportionate shares. The [respondents] objected on the grounds
that there is already a sinking fund for the retirement of the said DBP-held
preferred shares provided for annually and that it could deprive the Rural Bank
of a cheap source of fund. (sic)
alleged compliance with all of their obligations under the Memorandum of
Agreement in that they have transferred control and management over the Rural
bank to the [petitioners] and are ready, willing and able to allow [petitioners]
to subscribe to a minimum of four hundred eighty thousand (
common or preferred non-voting shares of stocks with a total par value of four
million eight hundred thousand pesos ( P4,800,000.00) in the Rural Bank.
However, [petitioners] have failed and refused to subscribe to the said shares
of stock and to pay the initial amount of one million two hundred thousand
pesos ( P1,200,000.00) for said subscription.
WHEREFORE, Premises Considered, judgment is hereby rendered, as follows:
The Memorandum of Agreement dated
(a) Defendant Unlad Resources Development Corporation is hereby ordered to immediately return control and management over the Rural Bank of Noveleta, Inc. to Plaintiffs; and
Unlad Rural Bank of Noveleta, Inc. is
hereby ordered to return to Defendants the sum of One Million Three Thousand
Seventy Pesos (
2. The Director for Rural Banks of the Bangko Sentral ng Pilipinas is hereby appointed as Receiver of the Rural Bank;
3. Unlad Rural Bank of Noveleta, Inc. is hereby enjoined from placing the retired DBP-held preferred shares available for subscription and the same is hereby ordered to be placed under a sinking fund;
4. Defendant Unlad Resources Development Corporation is hereby ordered to pay plaintiffs the following:
actual compensatory damages amounting to
Four Million Six Hundred One Thousand Seven Hundred Sixty- Five and 38/100
moral damages in the amount of Five
Hundred Thousand Pesos (
exemplary and corrective damages in the
amount of One Hundred Thousand Pesos (
attorneys fees in the sum of (
plus cost of suit.
Herein petitioners appealed the
ruling to the CA. Respondents filed a
Motion to Dismiss and, subsequently, a Supplemental Motion to Dismiss, which
were both denied. Later, however, the CA, in a Decision dated
Petitioners are now before this Court alleging that the CA committed a grave and serious reversible error in issuing the assailed Decision. Petitioners question the jurisdiction of the trial court, something they have done from the beginning of the controversy, contending that the issues that respondents raised before the trial court are intra-corporate in nature and are, therefore, beyond the jurisdiction of the trial court. They point out that respondents complaint charged them with mismanagement and alleged dissipation of the assets of the Rural Bank. Since the complaint challenges corporate actions and decisions of the Board of Directors and prays for the recovery of the control and management of the Rural Bank, these matters fall outside the jurisdiction of the trial court. Thus, they posit that the judgment of the trial court, as affirmed by the CA, is null and void and may be impugned at any time.
Petitioners further argue that the action instituted by respondents had already prescribed, because Article 1389 of the Civil Code provides that an action for rescission must be commenced within four years. They claim that the trial court and the CA mistakenly applied Article 1144 of the Civil Code which treats of prescription of actions in general. They submit that Article 1389, which deals specifically with actions for rescission, is the applicable law.
Moreover, petitioners assert that
they have fully complied with their undertaking under the subject Memorandum of
Agreement, but that the undertaking has become a legal and factual
impossibility because the authorized capital stock of the Rural Bank was
P1.7 million to only P5 million, and could not
accommodate the subscription by petitioners of P4.8 million worth of
shares. Such deficiency, petitioners
contend, is with the knowledge and approval of respondent Renato P. Dragon and
his nominees to the Board of Directors.
Petitioners, without conceding the propriety of the judgment of rescission, also argue that the subject Memorandum of Agreement could not just be ordered rescinded without the corresponding order for the restitution of the parties total contributions and/or investments in the Rural Bank. Finally, they assail the award for moral and exemplary damages, as well as the award for attorneys fees, as bereft of factual and legal bases given that, in the body of the Decision, it was merely stated that respondents suffered moral damages without any discussion or explanation of, nor any justification for such award. Likewise, the matter of attorneys fees was not at all discussed in the body of the Decision. Petitioners claim that pursuant to the prevailing rule, attorneys fees cannot be recovered in the absence of stipulation.
On the other hand, respondents declare that immediately after the signing of the Memorandum of Agreement, they complied with their obligation and transferred control of the Rural Bank to petitioner Unlad Resources and its nominees, but that, despite repeated demands, petitioners have failed and refused to comply with their concomitant obligations under the Agreement.
Respondents narrate that shortly
after taking over the Rural Bank, petitioners Conrado L. Benitez II and Jorge
C. Cerbo, as President and General Manager, respectively, entered into a Contract
of Lease over the Naic, Cavite mango plantation, and that, as a consequence of
this venture, the bank incurred expenses amounting to
equivalent to 25.76% of its capital and surplus. The respondents further assert that the
Central Bank found this undertaking not inherently connected with bona fide
rural banking operations, nor does it fall within the allied undertakings
permitted under Section 26 of Central Bank Circular No. 741 and Section 3379 of
the Manual of Regulations of the Central Bank.
Thus, respondents contend that this circumstance, coupled with the fact
that petitioners Helena Z. Benitez and Conrado L. Benitez II were also
stockholders and members of the Board of Directors of Unlad Resources, Unlad
Rural Bank, and Unlad Commodities at that time, is adequate proof that the
Rural Banks management had every intention of diverting, dissipating, and/or
wasting the banks assets for petitioners own gain.
They likewise allege that because of the failure of petitioners to comply with their obligations under the Memorandum of Agreement, respondents, with the exception of Tarcisius Rodriguez, lodged a complaint with the Securities and Exchange Commission (SEC), seeking rescission of the Agreement, damages, and the appointment of a management committee, but the SEC dismissed the complaint for lack of jurisdiction.
Furthermore, when the Rural Bank informed respondents of the Central Banks approval of its plan to retire its DBP-held preferred shares, giving notices for subscription to proportionate shares, respondents objected on the ground that there was already a sinking fund for the retirement of said shares provided for annually, and that the retirement would deprive the petitioner Rural Bank of a cheap source of fund. It was at that point, respondents claim, that they instituted the aforementioned Complaint against petitioners before the RTC of Makati.
The respondents also seek the outright dismissal of this Petition for lack of verification as to petitioners Helena Z. Benitez and Conrado L. Benitez II; lack of proper verification as to petitioners Unlad Resources Development Corporation, Unlad Rural Bank of Noveleta, Inc., and Unlad Commodities, Inc.; lack of proper verified statement of material dates; and lack of proper sworn certification of non-forum shopping.
They support the proposition that Tijam v. Sibonghanoy applies, and that petitioners are indeed estopped from questioning the jurisdiction of the trial court. They also share the lower courts view that it is Article 1144 of the Civil Code, and not Article 1389, that is applicable to this case. Finally, respondents allege that the failure of petitioner Unlad Resources to comply with its undertaking under the Agreement, as uniformly found by the trial court and the CA, may no longer be assailed in the instant Petition, and that the award of moral and exemplary damages and attorneys fees is justified.
The Petition is bereft of merit. We uphold the Decision of the CA affirming that of the RTC.
First, the subject of jurisdiction. The main issue in this case is the rescission of the Memorandum of Agreement. This is to be distinguished from respondents allegation of the alleged mismanagement and dissipation of corporate assets by the petitioners which is based on the prayer for receivership over the bank. The two issues, albeit related, are obviously separate, as they pertain to different acts of the parties involved. The issue of receivership does not arise from the parties obligations under the Memorandum of Agreement, but rather from specific acts attributed to petitioners as members of the Board of Directors of the Bank. Clearly, the rescission of the Memorandum of Agreement is a cause of action within the jurisdiction of the trial courts, notwithstanding the fact that the parties involved are all directors of the same corporation.
Still, the petitioners insist that the trial court had no jurisdiction over the complaint because the issues involved are intra-corporate in nature.
This argument miserably fails to persuade. The law in force at the time of the filing of the case was Presidential Decree (P.D.) 902-A, Section 5(b) of which vested the Securities and Exchange Commission with original and exclusive jurisdiction to hear and decide cases involving controversies arising out of intra-corporate relations. Interpreting this statutorily conferred jurisdiction on the SEC, this Court had occasion to state:
Nowhere in said decree do we find even so much as an [intimation] that absolute jurisdiction and control is vested in the Securities and Exchange Commission in all matters affecting corporations. To uphold the respondents arguments would remove without legal imprimatur from the regular courts all conflicts over matters involving or affecting corporations, regardless of the nature of the transactions which give rise to such disputes. The courts would then be divested of jurisdiction not by reason of the nature of the dispute submitted to them for adjudication, but solely for the reason that the dispute involves a corporation. This cannot be done.
It is well to remember that the respondents had actually filed with the SEC a case against the petitioners which, however, was dismissed for lack of jurisdiction due to the pendency of the case before the RTC. The SECs Order dismissing the respondents complaint is instructive:
From the foregoing allegations, it is apparent that the present action involves two separate causes of action which are interrelated, and the resolution of which hinges on the very document sought to be rescinded. The assertion that the defendants failed to comply with their contractual undertaking and the claim for rescission of the contract by the plaintiffs has, in effect, put in issue the very status of the herein defendants as stockholders of the Rural Bank. The issue as to whether or not the defendants are stockholders of the Rural Bank is a pivotal issue to be determined on the basis of the Memorandum of Agreement. It is a prejudicial question and a logical antecedent to confer jurisdiction to this Commission.
It is to be noted, however, that determination of the contractual undertaking of the parties under a contract lies with the Regional Trial Courts and not with this Commission. x x x
Be that as it may, this point has been rendered moot by Republic Act (R.A.) No. 8799, also known as the Securities Regulation Code. This law, which took effect in 2000, has transferred jurisdiction over such disputes to the RTC. Specifically, R.A. 8799 provides:
Sec. 5. Powers and Functions of the Commission
x x x x
5.2. The Commissions jurisdiction
over all cases enumerated under Section 5 of Presidential Decree No. 902-A is
hereby transferred to the Courts of general jurisdiction or the appropriate
Regional Trial Court: Provided, That the Supreme Court in the exercise of its
authority may designate the Regional Trial Court branches that shall exercise
jurisdiction over these cases. The Commission shall retain jurisdiction over
pending cases involving intra-corporate disputes submitted for final resolution
which should be resolved within one (1) year from the enactment of this Code.
The Commission shall retain jurisdiction over pending suspension of
payments/rehabilitation cases filed as of
Section 5 of P.D. No. 902-A reads, thus:
Sec. 5. In addition to the regulatory and adjudicative functions of the Securities and Exchange Commission over corporations, partnerships and other forms of associations registered with it as expressly granted under existing laws and decrees, it shall have original and exclusive jurisdiction to hear and decide cases involving:
a) Devices and schemes employed by or any acts of the board of directors, business associates, its officers or partnership, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholder, partners, members of associations or organizations registered with the Commission;
b) Controversies arising out of intra-corporate or partnership relations, between and among stockholders, members, or associates; between any or all of them and the corporation, partnership or association of which they are stockholders, members or associates, respectively; and between such corporation, partnership or association and the state insofar as it concerns their individual franchise or right to exist as such entity;
c) Controversies in the election or appointment of directors, trustees, officers or managers of such corporations, partnerships or associations.
Consequently, whether the cause of action stems from a contractual dispute or one that involves intra-corporate matters, the RTC already has jurisdiction over this case. In this light, the question of whether the doctrine of estoppel by laches applies, as enunciated by this Court in Tijam v. Sibonghanoy, no longer finds relevance.
Second, the issue of prescription. Petitioners further contend that the action for rescission has prescribed under Article 1398 of the Civil Code, which provides:
Article 1389. The action to claim rescission must be commenced within four years x x x.
This is an erroneous proposition. Article 1389 specifically refers to rescissible contracts as, clearly, this provision is under the chapter entitled Rescissible Contracts.
In a previous case, this Court has held that Article 1389:
applies to rescissible contracts, as enumerated and defined in Articles 1380 and 1381. We must stress however, that the rescission in Article 1381 is not akin to the term rescission in Article 1191 and Article 1592. In Articles 1191 and 1592, the rescission is a principal action which seeks the resolution or cancellation of the contract while in Article 1381, the action is a subsidiary one limited to cases of rescission for lesion as enumerated in said article.
The prescriptive period applicable to rescission under Articles 1191 and 1592, is found in Article 1144, which provides that the action upon a written contract should be brought within ten years from the time the right of action accrues.
Article 1381 sets out what are rescissible contracts, to wit:
Article 1381. The following contracts are rescissible:
(1) Those which are entered into by guardians whenever the wards whom they represent suffer lesion by more than one-fourth of the value of the things which are the object thereof;
(2) Those agreed upon in representation of absentees, if the latter suffer the lesion stated in the preceding number;
(3) Those undertaken in fraud of creditors when the latter cannot in any other manner collect the claims due them;
(4) Those which refer to things under litigation if they have been entered into by the defendant without the knowledge and approval of the litigants or of competent judicial authority;
The Memorandum of Agreement subject of this controversy does not fall under the above enumeration. Accordingly, the prescriptive period that should apply to this case is that provided for in Article 1144, to wit:
Article 1144. The following actions must be brought within ten years from the time the right of action accrues:
(1) Upon a written contract;
x x x x
Based on the records of this case,
the action was commenced on
We now proceed to determine if the trial court, as affirmed by the CA, correctly ruled for the rescission of the subject Agreement.
Petitioners contend that they have fully complied with their obligation under the Memorandum of Agreement. They allege that due to respondents failure to increase the capital stock of the corporation to an amount that will accommodate their undertaking, it had become impossible for them to perform their end of the Agreement.
Again, petitioners contention is untenable. There is no question that petitioners herein failed to fulfill their obligation under the Memorandum of Agreement. Even they admit the same, albeit laying the blame on respondents.
It is true that respondents increased
the Rural Banks authorized capital stock to only
P5 million, which was
not enough to accommodate the P4.8 million worth of stocks that
petitioners were to subscribe to and pay for. However, respondents failure to
fulfill their undertaking in the agreement would have given rise to the
scenario contemplated by Article 1191 of the Civil Code, which reads:
Article 1191. The power to rescind reciprocal obligations is implied in reciprocal ones, in case one of the obligors should not comply with what is incumbent upon him.
The injured party may choose between the fulfillment and the rescission of the obligation, with the payment of damages in either case. He may also seek rescission, even after he has chosen fulfillment, if the latter should become impossible.
The court shall decree the rescission claimed, unless there be just cause authorizing the fixing of a period.
This is understood to be without prejudice to the rights of third persons who have acquired the thing, in accordance with Articles 1385 and 1388 and the Mortgage Law.
Thus, petitioners should have exacted fulfillment from the respondents or asked for the rescission of the contract instead of simply not performing their part of the Agreement. But in the course of things, it was the respondents who availed of the remedy under Article 1191, opting for the rescission of the Agreement in order to regain control of the Rural Bank.
Having determined that the rescission
of the subject Memorandum of Agreement was in order, the trial court ordered
petitioner Unlad Resources to return to respondents the management and control of
the Rural Bank and for the latter to return the sum of
Mutual restitution is required in cases involving rescission under Article 1191. This means bringing the parties back to their original status prior to the inception of the contract. Article 1385 of the Civil Code provides, thus:
ART. 1385. Rescission creates the obligation to return the things which were the object of the contract, together with their fruits, and the price with its interest; consequently, it can be carried out only when he who demands rescission can return whatever he may be obligated to restore.
In this case, indemnity for damages may be demanded from the person causing the loss.
This Court has consistently ruled that this provision applies to rescission under Article 1191:
[S]ince Article 1385 of the Civil Code expressly and clearly states that rescission creates the obligation to return the things which were the object of the contract, together with their fruits, and the price with its interest, the Court finds no justification to sustain petitioners position that said Article 1385 does not apply to rescission under Article 1191.
Rescission has the effect of unmaking a contract, or its undoing from the beginning, and not merely its termination. Hence, rescission creates the obligation to return the object of the contract. It can be carried out only when the one who demands rescission can return whatever he may be obliged to restore. To rescind is to declare a contract void at its inception and to put an end to it as though it never was. It is not merely to terminate it and release the parties from further obligations to each other, but to abrogate it from the beginning and restore the parties to their relative positions as if no contract has been made.
Accordingly, when a decree for rescission is handed down, it is the duty of the court to require both parties to surrender that which they have respectively received and to place each other as far as practicable in his original situation. The rescission has the effect of abrogating the contract in all parts.
Clearly, the petitioners failed to fulfill their end of the agreement, and thus, there was just cause for rescission. With the contract thus rescinded, the parties must be restored to the status quo ante, that is, before they entered into the Memorandum of Agreement.
Finally, we must resolve the question of the propriety of the award for damages and attorneys fees.
The trial courts Decision mentioned that
the evidence is clear and convincing that Plaintiffs (herein respondents)
suffered actual compensatory damages amounting to Four Million Six Hundred One
Thousand Seven Hundred Sixty-Five and 38/100 Pesos (
damages and attorneys fees.
not discussed in the body of the Decision, the records show that the amount of
pertains to actual losses incurred by respondents as a result of petitioners
non-compliance with their undertaking under the Memorandum of Agreement. On
this point, respondent Dragon presented testimonial and documentary evidence to
prove the actual amount of damages, thus:
Q: Was there any consequence to you Mr. Dragon due to any breach of the agreement marked as Exhibit A?
A: Yes sir I could have earned thru the shares of stock that I have, or we have or we had by this time amounting to several millions pesos (sic). They have only put in the whole amount that we have agreed upon (sic).
Q: In this connection did you cause computation of these losses that you incured (sic)?
A: Yes sir.
x x x x
Q: Will you please kindly go through this computation and explain the same to the Honorable Court?
A: Number 1 is an Organ (sic) income from
the sale of 60% (sic) at only Three Hundred Ninety Nine Thousand Two hundred
for Nineteen Thousand Nine Hundred Sixty shares which should have been sold if
it were sold to others for
P50.00 each for a total of Nine Hundred
Ninety Eight Thousand but sold to them for Three Hundred Ninety nine (sic)
Thousand two (sic) Hundred only and of which only Three Hundred Twenty Four
Thousand Six Hundred was paid to me. Therefore, there was a difference of Six
Hundred Seven Three (sic) Thousand Four Hundred ( P673,400.00). On the
basis of the commulative (sic) lost income every year from March 1982 from the
amount of Seven Six Hundred (sic) Seventy Three Thousand four (sic) Hundred ( P673,400.)
(sic) there would be a discommulative (sic) lost (sic) of One Million Ninety
Three Thousand Nine Hundred Fifty Two Pesos and forty two (sic) centavos ( P1,093,952.42).
Please note that the interest imputed is only at 12% per annum but it should
had (sic) been much higher. In 1984 to 1986 (sic) alone rates went as higher
(sic) as 40% per annum from the so called (sic) Jobo Bills and yet we only
computed the imputed income or lost income at 12% per annum and then there is a
40% participation on the unrealized earnings due to their failure to put in an
stabilized (sic) earnings. You will note that if they put in 4.8 million Pesos
and it would be earning money, 40% of that will go to us because 40% of the
bank would be ours and 60% would be there (sic). But because they did put in
the 4.8 million our 40% did not earn up to that extent and computed again on
the basis of 12% the amount (sic) on the commulative (sic) basis up to September
1990 is 2 million three hundred fifty two thousand sixty five pesos and four
centavos (sic). ( P2,352,065.04). You will note again that the average
return of investment of any
x x x x
There were loans
granted fraudulently to members of the board and some borrowers which were not
all charged interest for several years and on this basis we computed a 40%
shares (sic) on the foregone income interest income (sic) on all these
fraudulently granted loans, without interest being collected and none a project
(sic) among a plantation project (sic), which was funded by the bank but
nothing was given back to the bank for several hundred thousand of pesos (sic).
And we arrived an (sic) estimate of the foregone interest income a total of One
Million Two Hundred Five Thousand Eight Hundred Sixty None Pesos and eighty one
(sic) centavos and 40 percent share of this (sic) would be Four Hundred Eighty
Two Thousand Three Hundred Forty Seven Pesos and Ninety Two Centavos. All in
all our estimate of the damages we have suffered is Four Million Six Hundred
one (sic) Thousand Seven Hundred Sixty Five Pesos and thirty eight (sic)
More importantly, petitioners never raised in issue before the CA this award of actual compensatory damages. They did not raise the matter of damages in their Appellants Brief, while in their Motion for Reconsideration, they questioned only the award of moral and exemplary damages, not the award of actual damages. Even in the present Petition for Review, what petitioners raised was the propriety of the award of moral and exemplary damages and attorneys fees.
On the grant of moral and exemplary damages and attorneys fees, we note that the trial courts Decision did not discuss the basis for the award. No mention of these damages awarded or their factual basis is made in the body of the Decision, only in the dispositive portion. Be that as it may, we have examined the records of the case and found that the award must be sustained.
It should be remembered that there are two separate causes of action in this case: one for rescission of the Memorandum of Agreement and the other for receivership based on alleged mismanagement of the company by the plaintiffs. While the award of actual compensatory damages was based on the breach of duty under the Memorandum of Agreement, the award of moral damages appears to be based on petitioners mismanagement of the company when they became members of the Board of Directors of the Rural Bank.
Thus, the trial court said:
the Rural Banks management, a systematic diversion of the banks assets was
conceived whereby: (a) The Rural Banks funds would be funneled in the
development and improvements of the Benitez Mango Plantation in the guise of an
investment in said plantation; (b) Of the net profits earned from the
plantations operations, the Rural Banks share therein, although it shoulders
all of the financial risks, would be a measly twenty percent (20%) thereof
while UCI, without investing a single centavo, would earn eighty percent (80%)
of the said profits. Thus, the bulk of the profits of the mango plantation was
also sought to be diverted to an entity wherein Helena Z. Benitez and Conrado
L. Benitez II are not only principal stockholders but also the Chairman of the
Board of Directors and President, respectively. Moreover, Defendant Helena Z.
Benitez would be entitled to receive, under the lease contract, rentals in the
total amount of Three Hundred Thousand Pesos (
P300,000.00) or ten
percent (10%) of gross profits, whichever is higher. (c) Finally, at the end of
the lease period, the Rural Bank was obliged to turn over to the lessor (Helena
Z. Benitez) all permanent improvements introduced by it on the plantation at no
cost to Ms. Benitez.
Further, in its report dated March 13, 1985, the [Central Bank] after conducting its general examination upon the Rural Bank ordered the latter to explain satisfactorily why the bank engage (sic) in an undertaking not inherently connected with [bona fide] rural banking operations nor within the allowed allied undertakings, contrary to the provisions of Section 3379 of the CB Manual of Regulations and Section 26 of CB Circular No. 741, otherwise known as the Circular on Rural Banks[.]
aforestated CB report states that total exposure to this project now amounts
P475,371.57 or 25.76% of its capital and surplus[.] Notwithstanding
a finding by the CB of the undertakings illegality, the defendants
nevertheless persisted in pursuing the Mango Plantation Project and never
acceded to the call of [the] CB for it to desist from further implementing the
said project. It was only after another letter from the CB was received when
defendant finally shelved the mango plantation project.
The result of the aforestated report, as well as the actuations of the Defendants in not yielding to the order of the CB, adequately establishes not only a violation of CB Rules (specifically Section 26, Circular 741 and Section 3379 of the CB Manual of Regulations, but also, that it has caused undue damage both to the Rural bank as well as its stockholders.
The initial CB report should have sufficiently apprised Defendants of the illegality of the undertaking. Defendants, therefore have the duty to terminate the Mango Plantation Project. They, however, [chose] to continue it, apparently to further their [own] interest in the scheme for their own personal benefit and gain, an act which is clearly contrary to the fiduciary nature of their relationship with the corporation in which they are officers. Such persistence proves evident bad faith, or a breach of a known duty through some motive or ill-will, which resulted in the further dissipation and wastage of the Rural Banks assets, unjustly depriving Plaintiffs of their fair share in the assets of the bank.
All the foregoing satisfactorily affirms the allegations of Plaintiffs to the effect that these contracts were but part of a device employed by Defendants to siphon [off] the Rural bank for their personal gain.
Moral damages include physical suffering, mental anguish, fright, serious anxiety, besmirched reputation, wounded feelings, moral shock, social humiliation, and similar injury. Though incapable of precise pecuniary computation, moral damages may be recovered if they are the proximate result of the defendants wrongful act or omission. Article 2220 of the Civil Code further provides that moral damages may be recovered in case of a breach of contract where the defendant acted in bad faith.
To award moral damages, a court must be satisfied with proof of the following requisites: (1) an injury whether physical, mental, or psychological clearly sustained by the claimant; (2) a culpable act or omission factually established; (3) a wrongful act or omission of the defendant as the proximate cause of the injury sustained by the claimant; and (4) the award of damages predicated on any of the cases stated in Article 2219.
Accordingly, based upon the findings of the trial court, it is clear that respondents are entitled to moral damages. The acts attributed to the petitioners as directors of the Rural Bank manifestly prejudiced the respondents causing detriment to their standing as directors and stockholders of the Rural Bank.
Exemplary damages cannot be recovered as a matter of right. While these need not be proved, respondents must show that they are entitled to moral, temperate or compensatory damages before the court may consider the question of awarding exemplary damages. We find that respondents are indeed entitled to moral damages; thus, the award for exemplary damages is in order.
Anent the award for attorneys fees, Article 2208 of the Civil Code states:
In the absence of stipulation, attorneys fees and expenses of litigation, other than judicial costs, cannot be recovered, except:
(1) When exemplary damages are awarded.
Hence, the award of exemplary damages is in itself sufficient justification for the award of attorneys fees.
WHEREFORE, the foregoing premises considered, the petition is hereby DENIED. The assailed Decision and Resolution of the Court of Appeals in CA-G.R. CV No. 54226 are AFFIRMED.
ANTONIO EDUARDO B. NACHURA
MA. ALICIA AUSTRIA-MARTINEZ
MINITA V. CHICO-NAZARIO
RUBEN T. REYES
A T T E S T A T I O N
I attest that the conclusions in the above Decision were reached in consultation before the case was assigned to the writer of the opinion of the Courts Division.
Chairperson, Third Division
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the Constitution and the Division Chairperson's Attestation, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Courts Division.
REYNATO S. PUNO
by Associate Justice Eugenio S. Labitoria, with Associate Justices Eloy R.
Bello, Jr. and Eliezer R. De los
 Records, pp. 1-19.
 131 Phil. 556 (1968).
 P.D. 902-A, Sec. 5 (b).
 DMRC Enterprises v. Este
 Records, pp. 426-429.
 Order of the SEC dated March 2, 1987, records, pp. 428-429.
 Iringan v. Court of Appeals, 418 Phil. 286, 296-297 (2001) (Citations omitted).
 De Castro v. Court of Appeals, 434 Phil. 53, 68 (2000), citing Tolentino, Commentaries and Jurisprudence on the Civil Code of the Philippines, 1992 ed., p. 44.
Laperal v. Solid Homes, Inc., G.R. No. 130913, June 21, 2005, 460 SCRA 375, 385, citing Velarde v. Court of Appeals, 361 SCRA 56, 69-70 (2001). See also Reyes v. Lim, 456 Phil. 1, 12 (2003);
 Laperal v. Solid Homes, Inc., supra, at 386-387.
 Pryce Corporation v. Philippine Amusement and Gaming Corporation, G.R. No. 157480, May 6, 2005, 458 SCRA 164, 178, citing Blacks Law Dictionary, 6th ed., p. 1306.
 Spouses Velarde v. Court of Appeals, 413 Phil. 360, 375 (2001).
 Carrascoso v. Court of Appeals, G.R. No. 123672 and Philippine Long Distance Telephone Company v. Leviste, G.R. No. 164489, December 14, 2005, 477 SCRA 666, 703, citing IV A. Tolentino, COMMENTARIES AND JURISPRUDENCE on the Civil Code of the Philippines (1997 ed.), pp. 180-181
 TSN, September 20, 1990, pp. 998-1006.
 Rollo, pp. 76-77. (Citations omitted).
 Civil Code, Art. 2217.
 Art. 2220. Willful injury to property may be a legal ground for awarding moral damages if the court should find that, under the circumstances, such damages are justly due. The same rule applies to breaches of contract where the defendant acted fraudulently or in bad faith.
 Quezon City Government v. Dacara, G.R. No. 150304, June 15, 2005, 460 SCRA 243, 254, citing Expertravel & Tours, Inc. v. Court of Appeals, 368 Phil. 444 (1999).
 Civil Code, Art. 2233.
 Construction Development Corporation of the Philippines v. Estrella, G.R. No. 147791, September 8, 2006, 501 SCRA 228, 243, citing Del Rosario v. Court of Appeals, 267 SCRA 158, 173 (1997).
 National Power Corporation, et al. v. Court of Appeals and Growth Link, Inc. v. Court of Appeals, 339 Phil. 605, 631 (1997).