680 Phil. 238
This case is about the validity of a rehabilitation court's order that compelled a third party, in possession of money allegedly belonging to the debtor of a company under rehabilitation, to deliver such money to its court-appointed receiver over the debtor's objection.The Facts and the Case
On July 16, 2001 petitioner Advent Capital and Finance Corporation (Advent Capital) filed a petition for rehabilitation
with the Regional Trial Court (RTC) of Makati City.
Subsequently, the RTC named Atty. Danilo L. Concepcion as rehabilitation receiver.
Upon audit of Advent Capital's books, Atty. Concepcion found that respondents Nicasio and Editha Alcantara (collectively, the Alcantaras) owed Advent Capital P27,398,026.59, representing trust fees that it supposedly earned for managing their several trust accounts.
Prompted by this finding, Atty. Concepcion requested Belson Securities, Inc. (Belson) to deliver to him, as Advent Capital's rehabilitation receiver, the P7,635,597.50 in cash dividends that Belson held under the Alcantaras' Trust Account 95-013. Atty. Concepcion claimed that the dividends, as trust fees, formed part of Advent Capital's assets. Belson refused, however, citing the Alcantaras' objections as well as the absence of an appropriate order from the rehabilitation court.
Thus, Atty. Concepcion filed a motion before the rehabilitation court to direct Belson to release the money to him. He said that, as rehabilitation receiver, he had the duty to take custody and control of Advent Capital's assets, such as the sum of money that Belson held on behalf of Advent Capital's Trust Department.
The Alcantaras made a special appearance before the rehabilitation court
to oppose Atty. Concepcion's motion. They claimed that the money in the trust account belonged to them under their Trust Agreement
with Advent Capital. The latter, they said, could not claim any right or interest in the dividends generated by their investments since Advent Capital merely held these in trust for the Alcantaras, the trustors-beneficiaries. For this reason, Atty. Concepcion had no right to compel the delivery of the dividends to him as receiver. The Alcantaras concluded that, under the circumstances, the rehabilitation court had no jurisdiction over the subject dividends.
On February 5, 2007 the rehabilitation court granted Atty. Concepcion's motion.
It held that, under Rule 59, Section 6 of the Rules of Court, a receiver has the duty to immediately take possession of all of the corporation's assets and administer the same for the benefit of corporate creditors. He has the duty to collect debts owing to the corporation, which debts form part of its assets. Complying with the rehabilitation court's order and Atty. Concepcion's demand letter, Belson turned over the subject dividends to him.
Meanwhile, the Alcantaras filed a special civil action of certiorari
before the Court of Appeals (CA), seeking to annul the rehabilitation court's order. On January 30, 2008 the CA rendered a decision,
granting the petition and directing Atty. Concepcion to account for the dividends and deliver them to the Alcantaras. The CA ruled that the Alcantaras owned those dividends. They did not form part of Advent Capital's assets as contemplated under the Interim Rules of Procedure on Corporate Rehabilitation (Interim Rules).
The CA pointed out that the rehabilitation proceedings in this case referred only to the assets and liabilities of the company proper, not to those of its Trust Department which held assets belonging to other people. Moreover, even if the Trust Agreement provided that Advent Capital, as trustee, shall have first lien on the Alcantara's financial portfolio for the payment of its trust fees, the cash dividends in Belson's care cannot be summarily applied to the payment of such charges. To enforce its lien, Advent Capital has to file a collection suit. The rehabilitation court cannot simply enforce the latter's claim by ordering Belson to deliver the money to it.
The CA denied Atty. Concepcion and Advent Capital's motion for reconsideration,
prompting the filing of the present petition for review under Rule 45.The Issue Presented
The sole issue in this case is whether or not the cash dividends held by Belson and claimed by both the Alcantaras and Advent Capital constitute corporate assets of the latter that the rehabilitation court may, upon motion, require to be conveyed to the rehabilitation receiver for his disposition.Ruling of the Court
Advent Capital asserts that the cash dividends in Belson's possession formed part of its assets based on paragraph 9 of its Trust Agreement with the Alcantaras, which states:
9.Trust Fee: Other Expenses - As compensation for its services hereunder, the TRUSTEE shall be entitled to a trust or management fee of 1 (one) % per annum based on the quarterly average market value of the Portfolio or a minimum annual fee of P5,000.00, whichever is higher. The said trust or management fee shall automatically be deducted from the Portfolio at the end of each calendar quarter. The TRUSTEE shall likewise be reimbursed for all reasonable and necessary expenses incurred by it in the discharge of its powers and duties under this Agreement, and in all cases, the TRUSTEE shall have a first lien on the Portfolio for the payment of the trust fees and other reimbursable expenses.
According to Advent Capital, it could automatically deduct its management fees from the Alcantaras' portfolio that they entrusted to it. Paragraph 9 of the Trust Agreement provides that Advent Capital could automatically deduct its trust fees from the Alcantaras' portfolio, "at the end of each calendar quarter," with the corresponding duty to submit to the Alcantaras a quarterly accounting report within 20 days after.
But the problem is that the trust fees that Advent Capital's receiver was claiming were for past quarters. Based on the stipulation, these should have been deducted as they became due. As it happened, at the time Advent Capital made its move to collect its supposed management fees, it neither had possession nor control of the money it wanted to apply to its claim. Belson, a third party, held the money in the Alcantaras' names. Whether it should deliver the same to Advent Capital or to the Alcantaras is not clear. What is clear is that the issue as to who should get the same has been seriously contested.
The practice in the case of banks is that they automatically collect their management fees from the funds that their clients entrust to them for investment or lending to others. But the banks can freely do this since it holds or has control of their clients' money and since their trust agreement authorized the automatic collection. If the depositor contests the deduction, his remedy is to bring an action to recover the amount he claims to have been illegally deducted from his account.
Here, Advent Capital does not allege that Belson had already deducted the management fees owing to it from the Alcantaras' portfolio at the end of each calendar quarter. Had this been done, it may be said that the money in Belson's possession would technically be that of Advent Capital. Belson would be holding such amount in trust for the latter. And it would be for the Alcantaras to institute an action in the proper court against Advent Capital and Belson for misuse of its funds.
But the above did not happen. Advent Capital did not exercise its right to cause the automatic deduction at the end of every quarter of its supposed management fee when it had full control of the dividends. That was its fault. For their part, the Alcantaras had the right to presume that Advent Capital had deducted its fees in the manner stated in the contract. The burden of proving that the fees were not in fact collected lies with Advent Capital.
Further, Advent Capital or its rehabilitation receiver cannot unilaterally decide to apply the entire amount of cash dividends retroactively to cover the accumulated trust fees. Advent Capital merely managed in trust for the benefit of the Alcantaras the latter's portfolio, which under Paragraph 2
of the Trust Agreement, includes not only the principal but also its income or proceeds. The trust property is only fictitiously attributed by law to the trustee "to the extent that the rights and powers vested in a nominal owner shall be used by him on behalf of the real owner
The real owner of the trust property is the trustor-beneficiary. In this case, the trustors-beneficiaries are the Alcantaras. Thus, Advent Capital could not dispose of the Alcantaras' portfolio on its own. The income and principal of the portfolio could only be withdrawn upon the Alcantaras' written instruction or order to Advent Capital.
The latter could not also assign or encumber the portfolio or its income without the written consent of the Alcantaras.
All these are stipulated in the Trust Agreement.
Ultimately, the issue is what court has jurisdiction to hear and adjudicate the conflicting claims of the parties over the dividends that Belson held in trust for their owners. Certainly, not the rehabilitation court which has not been given the power to resolve ownership disputes between Advent Capital and third parties. Neither Belson nor the Alcantaras are its debtors or creditors with interest in the rehabilitation.
Advent Capital must file a separate action for collection to recover the trust fees that it allegedly earned and, with the trial court's authorization if warranted, put the money in escrow for payment to whoever it rightly belongs. Having failed to collect the trust fees at the end of each calendar quarter as stated in the contract, all it had against the Alcantaras was a claim for payment which is a proper subject for an ordinary action for collection. It cannot enforce its money claim by simply filing a motion in the rehabilitation case for delivery of money belonging to the Alcantaras but in the possession of a third party.
Rehabilitation proceedings are summary and non-adversarial in nature, and do not contemplate adjudication of claims that must be threshed out in ordinary court proceedings. Adversarial proceedings similar to that in ordinary courts are inconsistent with the commercial nature of a rehabilitation case. The latter must be resolved quickly and expeditiously for the sake of the corporate debtor, its creditors and other interested parties. Thus, the Interim Rules "incorporate the concept of prohibited pleadings, affidavit evidence in lieu of oral testimony, clarificatory hearings instead of the traditional approach of receiving evidence, and the grant of authority to the court to decide the case, or any incident, on the basis of affidavits and documentary evidence."
Here, Advent Capital's claim is disputed and requires a full trial on the merits. It must be resolved in a separate action where the Alcantaras' claim and defenses may also be presented and heard. Advent Capital cannot say that the filing of a separate action would defeat the purpose of corporate rehabilitation. In the first place, the Interim Rules do not exempt a company under rehabilitation from availing of proper legal procedure for collecting debt that may be due it. Secondly, Court records show that Advent Capital had in fact sought to recover one of its assets by filing a separate action for replevin
involving a car that was registered in its name.WHEREFORE,
the petition is DENIED
for lack of merit and the assailed decision and resolution of the Court of Appeals in CA-G.R. SP 98692 are AFFIRMED
, without prejudice to any action that petitioner Advent Capital and Finance Corp. or its rehabilitation receiver might institute regarding the trust fees subject of this case.SO ORDERED
.Velasco, Jr., (Chairperson), Peralta, Villarama, Jr.,*
and Mendoza, JJ.
Designated as additional member in lieu of Associate Justice Estela M. Perlas-Bernabe, per Raffle dated January 18, 2012. Rollo
, pp. 157-168.
Branch 142. Rollo
, pp. 49-50. The RTC was presided by Judge (now Supreme Court Justice) Estela M. Perlas-Bernabe.
Id. at 54-55.
Id. at 116-117.
Id. at 111-112.
Id. at 123 & 177.
Id. at 52-53.
Id. at 63-64.
Id. at 27.
Id. at 31-32.
Id. at 34-37.
Id. at 53; The provision states:
"8. Reporting Requirements
. - The TRUSTEE shall prepare and submit to the TRUSTOR within twenty (20) days after the end of each quarter, a quarterly report on the Portfolio in such form and substance as may be required by the Central Bank rules and regulations, unless at the interim the TRUSTEE shall have submitted to the TRUSTOR from time to time a written statement of account on specific and one-time transactions of the portfolio the statement of details of which substantially comply with the Central Bank rules and regulations. The TRUSTOR may, at cost to him, require the preparation and submission to him of reports other than the quarterly reports, on the Portfolio. The accounting reports shall be deemed approved if the TRUSTOR fails to express his objection thereto within thirty (30) days from his receipt thereof or within a specified period otherwise stated in a separate written agreement.
"2. The Portfolio
.- The cash and other assets which the TRUSTOR has delivered or shall from time to time hereafter deliver to the TRUSTEE under this Agreement, the conversions thereof to other forms of assets as well as the proceeds, interests, dividends, accruals and income or profits realized from the management, investment, and reinvestment thereof, less the withdrawals and/or charges thereto which at the time of reference shall have been made, shall constitute the trust of managed funds and shall hereafter be referred to as the "Portfolio". For purposes of this Agreement, the term "securities" shall be deemed to include commercial shares and financial instruments, both debt and equity."
See Hector S. De Leon and Hector M. De Leon, Jr., COMMENTS AND CASES ON PARTNERSHIP, AGENCY AND TRUSTS, 4th
Trust Agreement, Paragraph 10 which states:
"10. Withdrawal of Income and Principal
.- Subject to availability of funds, the TRUSTOR may withdraw the income and principal of the Portfolio or portion thereof upon the TRUSTOR's written instruction or order given to the TRUSTEE. The TRUSTEE is under no duty to see to the application of the income and principal so withdrawn from the Portfolio. Any income of the Portfolio not withdrawn shall be accumulated and added to the Principal of the Portfolio for further investment and reinvestment."
Trust Agreement, Paragraph 11 which states:
"11. Non-Alienation or Encumbrance of the Portfolio or Income.
- During the effectivity of this Agreement, the TRUSTOR shall not assign or encumber the Portfolio or its income or any portion thereof in any manner whatsoever to any person or entity without the written consent of the TRUSTEE."
Dean Cesar Lapuz Villanueva, PHILIPPINE CORPORATE LAW, 2010 Ed., 738, citing Committee Memorandum Re: Interim Rules of Procedure on Corporate Rehabilitation dated October 30, 2000.
See Advent Capital & Finance Corporation v. Roland Young
, G.R. No. 183018, August 3, 2011.