Abacus v. Manila Banking Corp., G.R. No.
162270, April 6, 2005
FACTS:
Manila Banking Corporation owns a 1,435-square meter parcel of land located along Gil Puyat
Avenue Extension, Makati City and covered by TCT No. 132935 of the Registry of Deeds of
Makati. Prior to 1984, the bank began constructing on said land a 14-storey building. Not long after,
however, the bank encountered financial difficulties that rendered it unable to finish construction of the
building. Bangko Sentral ng Pilipinas ordered the closure of Manila Bank and placed it under
receivership, with Feliciano Miranda, Jr. being initially appointed as Receiver. The legality of the closure
was contested by the bank before the proper court. Manila Bank’s then acting president, the late Vicente
G. Puyat, in a bid to save the bank’s investment, started scouting for possible investors who could finance
the completion of the building earlier mentioned.
A group of investors, represented by Calixto Y. Laureano wrote Vicente G. Puyat offering to
lease the building for 10 years and to advance the cost to complete the same, with the advanced cost to be
amortized and offset against rental payments during the term of the lease. Likewise, the letter-offer stated
that in consideration of advancing the construction cost, the group wanted to be given the “exclusive
option to purchase” the building and the lot on which it was constructed. Vicente G. Puyat accepted the
Laureano group’s offer and granted it an “exclusive option to purchase” the lot and building for
P150,000,000.00. Later, or on October 31, 1989, the building was leased to MEQCO for a period of ten
(10) years pursuant to a contract of lease bearing that date. MEQCO subleased the property to
petitioner Abacus Real Estate Development Center, Inc., a corporation formed by the Laureano group for
the purpose, under identical provisions as that of the October 31, 1989 lease contract between Manila
Bank and MEQCO.
ISSUE(S):
WON Vicente Puyat, acting as president of Manila Bank, has the power to sell the disputed properties.
RULING:
NO.
There can be no quibbling that respondent Manila Bank was under receivership, pursuant to
Central Bank’s MB Resolution No. 505 dated May 22, 1987, at the time the late Vicente G. Puyat granted
the “exclusive option to purchase” to the Laureano group of investors. Owing to this, the appellate court
was correct in declaring that Vicente G. Puyat was without authority to grant the exclusive option to
purchase the lot and building in question. The invocation by the appellate court of the following
pronouncement in Villanueva vs. Court of Appeals was apropos, to say the least, the assets of the bank
pass beyond its control into the possession and control of the receiver whose duty it is to administer the
assets for the benefit of the creditors of the bank. Thus, the appointment of a receiver operates to suspend
the authority of the bank and of its directors and officers over its property and effects, such authority
being reposed in the receiver, and in this respect, the receivership is equivalent to an injunction to restrain
the bank officers from intermeddling with the property of the bank in any way. With respondent bank
having been already placed under receivership, its officers, inclusive of its acting president, Vicente G.
Puyat, were no longer authorized to transact business in connection with the bank’s assets and property.
Clearly then, the “exclusive option to purchase” granted by Vicente G. Puyat was and still is
unenforceable against Manila Bank.
Concededly, a contract unenforceable for lack of authority by one of the parties may be ratified
by the person in whose name the contract was executed. However, even assuming, in gratia argumenti,
that Atty. Renan Santos, Manila Bank’s receiver, approved the “exclusive option to purchase” granted by
Vicente G. Puyat, the same would still be of no force and effect.
