567 Phil. 622
SANDOVAL-GUTIERREZ, J.:
[1] the bank creditors will be paid through dacion en pago of assets already mortgaged to them, to the extent sufficient to pay off the outstanding obligations. The excess assets, if any, will be freed from liens and encumbrances and released to the petitioner.On July 13, 2004, the RTC issued a “Stay Order”[4] directing that: all claims against petitioner be deferred; the initial hearing of the petition for rehabilitation be set on September 1, 2004; and all creditors and interested parties should file their respective comments/oppositions to the petition. In the same Order, the RTC then appointed Gener T. Mendoza as Rehabilitation Receiver.
[2] in case the value of the mortgaged assets for dacion is less than the amount of the obligation to be paid, the deficiency shall be settled by way of dacion of memorial park lots owned by the petitioner.
[3] pricing of the assets for dacion shall be based on the average of two valuation appraisals from independent third-party appraisers accredited with the Bangko Sentral ng Pilipinas (BSP) to be chosen by the creditors and acceptable to the petitioner, except for memorial park lots which shall be valued at P16,000 per lot.
[4] all penalties shall be waived by the creditors.
[5] interest on the loans shall be accrued only up to June 30, 2003.
[6] titles of properties and sales documents held by the bank as additional security but without actual mortgage on the properties will also be released to the petitioner after the dacion.
[7] memorial park mother titles mortgaged to a creditor bank shall be priced based on the value of individual memorial lots comprising those titles, the mother titles shall be released to the petitioner.
[8] for purpose of the dacion, the foreign currency loan from China Banking Corporation, the only US Dollar-denominated obligation, will be converted to peso based on the average exchange rate for the year 2003 (P54.2033 to US$1.00), being the mean of 12 monthly averages, as quoted on the statistics web page of the Bangko Sentral ng Pilipinas.
[9] the bank creditors will avail of the tax exemption and benefits offered under the Special Purpose Vehicle (SPV) Law or R.A. No. 9182 to minimize the dacion-related costs for all parties concerned. Any concerned bank or financial institution which does not avail of said tax exemption through its own fault will shoulder the applicable taxes and related fees for the dacion transaction.
[10] trade creditors will be paid through dacion of memorial park lots.
[11] any other debt not covered by mortgaged (sic) of assets or not falling under the aforementioned categories shall be paid through dacion of memorial park lots.
WHEREFORE, the Petition is given due course. Let the Rehabilitation Plan, Annex J, Petition, be referred to Mr. Gener Mendoza, Rehabilitation Receiver, for evaluation and recommendation to be submitted not later than December 15, 2004.On December 6, 2004, the Rehabilitation Receiver, in compliance with the above Order, submitted an Amended Rehabilitation Plan, recommending the following:
SO ORDERED.
The Rehabilitation Receiver further proposed the following amendments with respect to the dacion payments to petitioner’s bank creditors:
- Payment of all bank loans and long-term commercial papers (LTCP) through dacion en pago of PC’s real estate assets;
- Payment of all non-bank, trade and other payables amounting to at least P500,000 each through a dacion of memorial park lots; and
- Payment in cash over a three-year period, without interest, of all non-bank, trade and other payables amounting to less than P500,000 each. There are 290 of these creditors but their aggregate exposure to PC is only P7.64 million.
On January 17, 2005, the RTC issued an Order approving the Amended Rehabilitation Plan and finding petitioner eligible to be placed in a state of corporate rehabilitation; and directing that its assets shall be held and disposed of and its liabilities paid and liquidated in the manner specified in the said Order.
- The asset base from which the creditors may choose to be paid has been broadened. Each creditor will no longer be limited to assets already mortgaged to it and may elect to be paid from the many other assets of the company, including even those mortgaged to other creditors. Any secured creditor, however, shall have priority to acquire the assets mortgaged to it.
- A third appraiser has been added to the two proposed by PC to undertake valuation of assets earmarked for dacion. With three appraisers, more representative values are likely to be obtained.
- Valuation of the memorial lots has been configured to dovetail with values approved in the corporate rehabilitation of Pryce Gases, Inc. (PGI), a subsidiary of PC. Thus, any memorial lot ceded to secured creditors shall be valued at P13,125 per lot, and P17,500/lot for unsecured creditors.
WHEREFORE, premises considered, petition is hereby GRANTED. The assailed July 13, 2004, September 13, 2004 and January 17, 2005 Orders of the Regional Trial Court of Makati City, Branch 138, are hereby REVERSED and SET ASIDE.Petitioner herein seasonably filed a motion for reconsideration but it was denied by the appellate court in its Resolution dated April 12, 2006.
SO ORDERED.
SEC. 6. Stay Order.— If the court finds the petition to be sufficient in form and substance, it shall, not later than five (5) days from the filing of the petition, issue an Order (a) appointing a Rehabilitation Receiver and fixing his bond; (b) staying enforcement of all claims, whether for money or otherwise and whether such enforcement is by court action or otherwise, against the debtor, its guarantors and sureties not solidarily liable with the debtor; (c) prohibiting the debtor from selling, encumbering, transferring, or disposing in any manner any of its properties except in the ordinary course of business; (d) prohibiting the debtor from making any payment of its liabilities outstanding as of the date of filing of the petition; (e) prohibiting the debtor’s suppliers of goods or services from withholding supply of goods and services in the ordinary course of business for as long as the debtor makes payments for the services and goods supplied after the issuance of the stay order; (f) directing the payment in full of all administrative expenses incurred after the issuance of the stay order; (g) fixing the initial hearing on the petition not earlier than forty five (45) days but not later than sixty (60) days from the filing thereof; (h) directing the petitioner to publish the Order in a newspaper of general circulation in the Philippines once a week for two (2) consecutive weeks; (i) directing all creditors and all interested parties (including the Securities and Exchange Commission) to file and serve on the debtor a verified comment on or opposition to the petition, with supporting affidavits and documents, not later than ten (10) days before the date of the initial hearing and putting them on notice that their failure to do so will bar them from participating in the proceedings; and (j) directing the creditors and interested parties to secure from the court copies of the petition and its annexes within such time as to enable themselves to file their comment on or opposition to the petition and to prepare for the initial hearing of the petition.Section 6 provides that the petition must be “sufficient in form and substance.” In Rizal Commercial Banking Corporation v. Intermediate Appellate Court,[7] this Court held that under Section 6(c) of P.D. No. 902-A,[8] receivers may be appointed whenever: (1) necessary in order to preserve the rights of the parties-litigants; and/or (2) protect the interest of the investing public and creditors. The situations contemplated in these instances are serious in nature. There must exist a clear and imminent danger of losing the corporate assets if a receiver is not appointed. Absent such danger, such as where there are sufficient assets to sustain the rehabilitation plan and both investors and creditors are amply protected, the need for appointing a receiver does not exist. Simply put, the purpose of the law in directing the appointment of receivers is to protect the interests of the corporate investors and creditors.
There are serious requirements before rehabilitation can be ordered. That is why this stay order is issued only after a management committee or receiver is appointed. Before a management committee or receiver is appointed, the law expressly states the serious requirements that must first exist: (1) an imminent danger (National Development Company and New Agrix, Inc. v. Philippine Veterans Bank, G.R. Nos. 84132-33, December 10, 1990, 192 SCRA 257) of dissipation, loss, wastage or destruction of assets or of paralization of business operations of the liquid corporation which may be prejudicial to the interest of minority stockholders, parties-litigants or to the general public, or (2) there is a necessity to preserve the rights and interests of the parties-litigants, of the investing public and of creditors.In determining whether petitioner’s financial situation is serious and whether there is a clear and imminent danger that it will lose its corporate assets, the RTC, acting as commercial court, should conduct a hearing wherein both parties can present their respective evidence. Hence, a remand of the records of this case to the RTC is imperative.
In the case at bench, when the commercial court appointed a rehabilitation receiver, the very next day after the filing of the Petition for Rehabilitation, it is highly doubtful and well-nigh impossible, that, without any hearing yet held, the commercial court could have already gathered enough evidence before it to determine whether there was any imminent danger of dissipation of assets or of paralization of business operations to warrant the appointment of a rehabilitation receiver.[9]