560 Phil. 369
SANDOVAL-GUTIERREZ, J.:
a) M Star OneRespondent has assets valued at P12.43 billion and total liabilities of P4.87 billion as of December 31, 2001.
b) M Star
c) Starmall
d) Metropolis Star
e) Pacific Mall
x x xIn the same Stay Order, the trial court appointed Marilou Adea, also a respondent, as Rehabilitation Receiver. On February 12, 2002, respondent Adea accepted her appointment.
a) a stay in the enforcement of all claims, whether for money or otherwise and whether such enforcement is by court action or otherwise, against petitioner MANUELA, its guarantors and sureties not solidarily liable with it;
b) prohibiting MANUELA from selling, encumbering, transferring or disposing in any manner any of its properties except in the ordinary course of business;
c) prohibiting MANUELA from making any payment of its liabilities outstanding as of the filing of the instant petition;
d) prohibiting MANUELA's suppliers of goods and services from withholding supply of goods and services in the ordinary course of business as long as MANUELA makes payments for the goods and services supplied after the issuance of this Stay Order; and
e) directing the payment in full of all administrative expenses incurred after the issuance of this Stay Order.[2]
WHEREFORE, the Rehabilitation Plan submitted by the Rehabilitation Receiver, pp. 120 to 165 of the Report and Recommendation on Manuela Corporation (Manuela)'s Petition for Rehabilitation revised June 9, 2003, is APPROVED. Petitioner is strictly enjoined to abide by its terms and conditions and the Rehabilitation Receiver shall, unless directed otherwise, submit a quarterly report on the progress of the implementation of the Rehabilitation Plan.[3]Aggrieved, petitioner filed with the trial court its Notice of Appeal with Motion for Extension of Time to File Record on Appeal.[4]
Before the Court is a Notice of Appeal with Motion forExtension of Time filed by creditor Leca Realty Corporation praying for a period of thirty (30) days from August 21, 2003 to September 20, 2003 to file its intended record on appeal.Petitioner then elevated the case to the Court of Appeals through a Petition for Certiorari and Mandamus, docketed as CA-G.R. SP No. 80861 and assigned to the 17th Division.
However, under Rule 3, Section 1 of the Interim Rules of Procedure on Corporate Rehabilitation, a motion for extension is a prohibited pleading.
WHEREFORE, the subject motion is DENIED.
SO ORDERED.
x x x The pendency of the rehabilitation proceedings cannot be interpreted to impair the contractual obligations previously entered into by the contracting parties because the automatic stay of all actions is sanctioned by P.D. 902-A which provides that "all actions for claims against corporations, partnerships or associations under management or receivership pending before any court, tribunal, board or body shall be suspended accordingly [Rubberworld (Phils.), Inc. v. NLRC, 391 Phil. 318 (2000)].On May 20, 2005, petitioner filed with the Court of Appeals a motion for reconsideration but it was denied in its Resolution dated July 15, 2005.
Section 1. Nature of Proceedings. - Any proceeding initiated under these Rules shall be considered in rem. Jurisdiction over all those affected by the proceedings shall be considered as acquired upon publication of the notice of the commencement of the proceedings in any newspaper of general circulation in the Philippines in the manner prescribed by these Rules.The prohibited pleadings enumerated above are those filed in the rehabilitation proceedings. Once the trial court decides the case and an aggrieved party appeals, the procedure to be followed is that prescribed by the Rules of Court as mandated by Section 5, Rule 3, of the same Interim Rules, thus:
The proceedings shall also be summary and non-adversarial in nature. The following pleadings are prohibited:a. Motion to Dismiss;
b. Motion for Bill of Particulars;
c. Motion for New Trial or For Reconsideration;
d. Petition for Relief;
e. Motion for Extension;
f. Memorandum;
g. Motion for Postponement;
h. Reply or Rejoinder;
i. Third Party Complaint;
j. Intervention;
xxx xxx xxx
The review of any order or decision of the court or on appeal therefrom shall be in accordance with the Rules of Court.In this connection, Section 11, Rule 11, of the Rules of Court (now the 1997 Rules of Civil Procedure, as amended), states:
Extension of time to plead. - Upon motion and on such terms as may be just, the court may extend the time to plead provided in these Rules.Verily, the trial court erred in denying petitioner's motion for extension of time to file record on appeal. At any rate, this petition has become moot considering that the Court of Appeals gave due course to LECA's petition for review (CA-G.R. SP No. 80861) which eventually reached this Court via a petition for review on certiorari, docketed as G.R. No. 168924.
The court may also, upon like terms, allow an answer or other pleading to be filed after the time fixed by these Rules.
Petitioner contends that the approved Rehabilitation Plan drastically altered the terms of its lease contract with respondent Manuela, hence, should be declared void.
- THE COURT OF APPEALS GRIEVOUSLY ERRED IN RULING THAT THE "PENDENCY OF THE REHABILITATION PROCEEDINGS CANNOT BE INTERPRETED TO IMPAIR THE CONTRACTUAL OBLIGATIONS PREVIOUSLY ENTERED INTO BY THE CONTRACTING PARTIES BECAUSE THE AUTOMATIC STAY OF ALL ACTIONS IS SANCTIONED BY P.D. 902-A WHICH PROVIDES THAT "ALL ACTIONS FOR CLAIMS AGAINST CORPORATIONS, PARTNERSHIPS OR ASSOCIATIONS UNDER MANAGEMENT OR RECEIVERSHIP PENDING BEFORE ANY COURT, TRIBUNAL, BOARD OR BODY SHALL BE SUSPENDED ACCORDINGLY," CITING RUBBERWORLD (PHILS.), INC. V. NLRC, G.R. NO. 128003, JULY 26, 2000, 336 SCRA 433.
- THE COURT OF APPEALS ERRED IN SUSTAINING THE LOWER COURT'S APPROVAL OF RESPONDENT MANUELA'S REHABILITATION PLAN EVEN IF SUCH PLAN IS NOT VIABLE OR FEASIBLE BECAUSE RESPONDENT MANUELA CORPORATION COULD NOT EVEN COMPLY WITH THE TERMS AND PROVISIONS OF THE COURT-APPROVED REHABILITATION PLAN.
- THE COURT OF APPEALS ALSO ERRED IN NOT ADDRESSING THE ISSUE OF THE LOWER COURT'S FAILURE TO ACT, THAT IS, APPROVE OR DISAPPROVE, THE REHABILITATION PLAN OF MANUELA CORPORATION WITHIN EIGHTEEN MONTHS AFTER THE FILING OF THE PETITION FOR REHABILITATION.
Year | Rent/Sq. M. | Monthly Rent | Yearly Rent |
1 | 60.00 | 1,607,400.00 | 19,288,800.00 |
2 | 64.20 | 1,719,918.00 | 20,639,016.00 |
3 | 68.40 | 1,832,436.00 | 21,989,232.00 |
4 | 72.60 | 1.944,954.00 | 23,339,448.00 |
5 | 76.80 | 2,057,472.00 | 24,689,664.00 |
6 | 82.94 | 2,221,962.00 | 26,663,551.20 |
7 | 89.08 | 2,386,453.20 | 28,637,438.40 |
8 | 95.23 | 2,552,211.70 | 30,614,540.40 |
9 | 101.37 | 2,715,702.30 | 32,588,427.60 |
10 | 107.52 | 2,880,460.80 | 34,565,529.60 |
11 | 117.19 | 3,139,520.10 | 37,674,241.20 |
12 | 126.87 | 3,398,847.30 | 40,786,167.60 |
13 | 136.54 | 3,657,906.60 | 43,894,879.20 |
14 | 146.22 | 3,917,233.80 | 47,006,805.60 |
15 | 155.90 | 4,176,561.00 | 50,118,732.00 |
16 | 174.60 | 4,677,534.00 | 56,130,408.00 |
17 | 193.30 | 5,178,507.00 | 62,142,084.00 |
18 | 212.00 | 5,679,480.00 | 68,153,760.00 |
19 | 230.70 | 6,180,453.00 | 74,165,436.00 |
20 | 260.69 | 6,983,885.10 | 83,806,621.20 |
21 | 290.68 | 7,787,317.20 | 93,447,806.40 |
22 | 320.67 | 8,590,749.30 | 103,088,991.60 |
23 | 365.56 | 9,793,352.40 | 117,520,288.80 |
24 | 410.45 | 10,995,955.50 | 131,951,466.00 |
25 | 455.34 | 12,198,558.60 | 146,382,703.20 |
Year | Yearly Rent |
1st year | 2003-2004 | RENT FREE |
2nd year | 2004-2005 | P 5,000,000.00 |
3rd year | 2005-2006 | 5,000,000.00 |
4th year | 2006-2007 | 5,000,000.00 |
5th year | 2007-2008 | 19,288,800.00 |
6th year | 2008-2009 | 20,639,016.00 |
7th year | 2009-2010 | 21,639,016.00 |
8th year | 2010-2011 | 23,339,445.00 |
9th year | 2011-2012 | 24,689,664.00 |
10th year | 2012-2013 | 26,663,544.00 |
The nature and extent of the power of the SEC to approve and enforce a rehabilitation plan is certainly an important issue. Often, a rehabilitation plan would require a diminution, if not destruction, of contractual and property rights of some, if not most of the various stakeholders in the petitioning corporation. In the absence of clear coercive legal provisions, the courts of justice and much less the SEC would have no power to amend or destroy the property and contractual rights of private parties, much less relieve a petitioning corporation from its contractual commitments.[8]On the other hand, Professor Concepcion stated that what is allowed in rehabilitation proceedings is only the suspension of payments, or the stay of all actions for claims of distressed corporations, and upon its successful rehabilitation, the claims must be settled in full.[9]
When the language of the contract is explicit leaving no doubt as to the intention of the drafters thereof, the courts may not read into it any other intention that would contradict its plain import. The Court would be rewriting the contract of lease between Insular and Sun Brothers under the guise of construction were we to interpret the `option to renew' clause as Sun Brothers propounds it, despite the express provision in the original contract of lease and the contracting parties' subsequent acts. As the Court has held in Riviera Filipina, Inc. vs. Court of Appeals, `a court, even the Supreme Court, has no right to make new contracts for the parties or ignore those already made by them, simply to avoid seeming hardships. Neither abstract justice nor the rule of liberal construction justifies the creation of a contract for the parties which they did not make themselves or the imposition upon one party to a contract of an obligation not assumed.'[10]The amount of rental is an essential condition of any lease contract. Needless to state, the change of its rate in the Rehabilitation Plan is not justified as it impairs the stipulation between the parties. We thus rule that the Rehabilitation Plan is void insofar as it amends the rental rates agreed upon by the parties.
WHEREFORE, we GRANT the Petition for Review in G.R. No. 168924. The assailed Decision of the Court of Appeals in CA-G.R. SP No. 87185 is AFFIRMED with MODIFICATION. The Rehabilitation Plan, insofar as it modifies the rental rates agreed upon by petitioner LECA and respondent Manuela, is declared VOID.
- When the obligation is breached, and it consists in the payment of a sum of money, i.e., a loan or forbearance of money, the interest due should be that which may have been stipulated in writing. Furthermore, the interest due shall itself earn legal interest from the time it is judicially demanded. In the absence of stipulation, the rate of interest shall be 12% per annum to be computed from default, i.e., from judicial or extrajudicial demand under and subject to the provisions of Article 1169 of the Civil Code.
- When an obligation, not constituting a loan or forbearance of money, is breached, an interest on the amount of damages awarded may be imposed at the discretion of the court at the rate of 6% per annum. No interest, however, shall be adjudged on unliquidated claims or damages except when or until the demand can be established with reasonable certainty. Accordingly, where the demand is established with reasonable certainty, the interest shall begin to run from the time the claim is made judicially or extrajudicially (Art. 1169, Civil Code) but when such certainty cannot be so reasonably established at the time the demand is made, the interest shall begin to run only from the date the judgment of the court is made (at which time the quantification of damages may be deemed to have been reasonably ascertained). The actual base for the computation of legal interest shall, in any case, be on the amount finally adjudged.
- When the judgment of the court awarding a sum of money becomes final and executory, the rate of legal interest, whether the case falls under paragraph 1 or paragraph 2, above, shall be 12% per annum from such finality until its satisfaction, this interim period being deemed to be by then an equivalent to a forbearance of credit.[12]