816 Phil. 872
BERSAMIN, J.:
WHEREFORE, premises considered, judgment is hereby rendered in favor of plaintiffs and against defendants JOSE C. GO and REVERE REALTY DEVELOPMENT CORPORATION, as follows:On November 9, 2005, the RTC modified the partial judgment upon UCPB's motion for reconsideration, but otherwise affirmed it as against Revere and Jose Go, disposing thusly:
a) Declaring as legal and binding the Deeds of Trust dated April 30, 1998 and holding the properties held in trust for plaintiff by defendants REVERE and GO.
b) Declaring that defendants REVERE and GO are not the owners of the properties covered by the deeds of trust and did not have any authority to constitute a mortgage over them to secure their personal and corporate obligations, for which they should be liable.
c) Nullifying the Deed of Real Estate Mortgage dated March 21, 2000 executed by defendants REVERE and GO in favor of co-defendant UNITED COCONUT PLANTERS BANK.
d) Ordering defendants REVERE and GO to reconvey in favor of the plaintiff the thirty-two (32) real properties listed in the deeds of trust and originally registered in the names of the plaintiffs under the following titles, to wit: TCT Nos. T-40450, 40452, 40453, 64488, 71021, 71022, 71023, 71024, 71025, 71136, 55033, 55287, 58945, 58946, 58947, 58948, 54186, 54187, 54189, 54190, 54191, 55288, 54186, 54187, 54188, 55030, 55031, 50426, 50427, 50428, 50429, and 50430.
e) Ordering defendants REVERE and GO to pay plaintiffs the amount of Php1,000,000.00 and as by way of moral damages, and Php200,000.00 and by way of attorney's fees.
SO ORDERED.[16]
WHEREFORE, premises considered, the Partial Judgment dated September 6, 2005 is reconsidered and clarified as to United Coconut Planters Bank, as follows:Meanwhile, Asset Pool A moved to be substituted for UCPB as a party-defendant on February 15, 2006 on the basis that UCPB had assigned to it the rights over petitioners' P68,000,000.00 obligation. The RTC approved the substitution on March 14, 2006.[18]
a) The contested portion of the Partial Judgment ordering reconveyance is directed at defendants Revere Realty and Development Corp. and Jose Go and not at defendant United Coconut Planters Bank; and
b) The resolution of the issue of whether or not defendant UCPB is obliged to reconvey the properties listed in the Partial Judgment in favor of the plaintiffs, as well as the other issues between UCPB and the plaintiffs, shall be determined after the parties shall have presented their evidence.
SO ORDERED.[17]
WHEREFORE, premises considered, judgment is hereby rendered in favor of plaintiffs and against defendants UNITED COCONUT PLANTERS BANK, ASSET POOL A, REGISTRAR OF DEEDS OF LUCENA CITY and EX-OFFICIO SHERIFF OF LUCENA CITY, thus:The RTC declared the Revere REM as null and void for having been entered into outside the intent of the JVA; and opined that the Revere REM did not even bear any of herein petitioners' signatures. It ruled that the application of the proceeds of the foreclosure sale of petitioners' properties to settle Jose Go's liabilities was improper, invalid and contrary to the intent of the March 21, 2000 MOA, the principal contract of the parties.[20]
a) Declaring that the loan obligations of plaintiffs to defendant UNITED COCONUT PLANTERS BANK under the Memorandum of Agreement dated March 21, 2000 have been fully paid;
b) Declaring as legal and binding the Deeds of Trust dated April 30, 1998 and holding the properties listed therein were merely held-in-trust for plaintiffs by defendants REVERE and JOSE GO and/or corporations owned or associated with him;
c) Nullifying the Deed of Real Estate Mortgage dated March 21, 2000 executed by defendants REVERE and JOSE GO in favor of co-defendant UNITED COCONUT PLANTERS BANK and the Deed of Assignment of Liability dated February 14, 2003 executed by plaintiffs in favor of UNITED COCONUT PLANTERS BANK;
d) Ordering defendant REGISTRAR OF DEEDS of Lucena City to cancel any and all titles derived or transferred from TCT Nos. T-40452 (89339), 40453 (89340), 84488 (89342), 71021 (89330), 71022 (89331), 71023 (89332), 71025 (95580-95581), 71136 (95587-95590), 55033 (89384) and issue new ones returning the ownership and registration of these titles of the plaintiffs. For this purpose, defendant UNITED COCONUT PLANTERS BANK is directed to execute the appropriate Deeds of Reconveyance in favor of the plaintiffs over the eighteen (18) real properties listed in the Real Estate Mortgage dated March 21, 2000 executed by defendants Revere Realty and JOSE GO and originally registered in the names of the plaintiffs.
e) Ordering defendant UNITED COCONUT PLANTERS BANK to return so much of the plaintiffs titles, of their choice, equivalent to Php200,000,000.00 after applying so much of the mortgaged properties, including those presently or formerly in the name of REVERE, to the payment of plaintiffs' consolidated obligation to the bank in the amount of Php204,597,177.04.
f) Declaring the Real Estate Mortgage dated June 02, 1997 as having been extinguished by the Memorandum of Agreement date March 21, 2000, and converting the writ of preliminary injunction issued on March 22, 2004 to a permanent one, forever prohibiting UNITED COCONUT PLANTERS BANK and ASSET POOL A and all persons/ entities deriving rights under them from foreclosing on TCT Nos. T-54182, T-54184, T-54185, T-54192, and T-71135. The court hereby orders said defendants, or whoever is in custody of the said certificates of title, to return the same to plaintiffs and to execute the appropriate release of mortgage documents.
g) Finally, ordering defendant UNITED COCONUT PLANTERS BANK, to pay plaintiffs:(i) The excess of the foreclosure proceeds in the amount of Php23,102,822.96, as actual damages;(ii) Legal interest on the amount of Php223,102,822.96 at the rate of 6% per annum from February 3, 2004 until finality of judgment. Once the judgment becomes final and executor, the interest of 12% per annum, should be imposed, to be computed from the time the judgment becomes final and executor until fully satisfied, as compensatory damages;(iii) Php1,000,000.00 as moral damages;(iv) Php100,000.00 as exemplary damages;(v) Php2,000,000.00 as attorney's fees; and(vi) costs of suit;
SO ORDERED.[19]
WHEREFORE, the assailed January 6, 2009 Decision of the Regional Trial Court of Lucena City, Branch 59, as well as its September 6, 2005 Partial Judgment are REVERSED and SET ASIDE. In its stead, judgment is hereby rendered:The CA made reference to three REMs: the first, executed on June 2, 1997, would secure the Spouses Chua's obligations with UCPB; the second, executed on March 21, 2000, was petitioners' REM in connection with the March 21, 2000 MOA; and the Revere REM, executed also on March 21, 2000. It opined that the first REM remained outstanding and was not extinguished as claimed by petitioners; that the Revere REM was valid based on the application of the complementary contracts construed together doctrine whereby the accessory contract must be read in its entirety and together with the principal contract between the parties; that it was the intention of the parties to extend the benefits of the two REMs under the first MOA in favor of Jose Go and/or his group of companies; and that petitioners' obligations with UCPB under the first MOA had not been fully settled.
a) Declaring the Real Estate Mortgage dated June 2, 1997 as valid and subsisting — accordingly, the writ of preliminary injunction issued on March 22, 2004 by the Regional Trial Court of Lucena City, Branch 59 is hereby lifted;
b) Declaring as legal and binding the March 21, 2000 Deed of Real Estate Mortgage of defendants REVERE REALTY AND DEVELOPMENT CORPORATION and/or JOSE GO in favor of defendant-appellant UNITED COCONUT PLANTERS BANK;
c) Declaring, pursuant to the parties' March 21, 2000 Deed of Real Estate Mortgage, that the loan obligations of defendant JOSE GO to defendant-appellant UNITED COCONUT PLANTERS BANK have been satisfied up to P123,806,550.00; and
d) Declaring that the loan obligations of plaintiffs-appellees SPOUSE CHUA, ET AL. to defendant-appellant UNITED COCONUT PLANTERS BANK under the first Memorandum of Agreement dated March 21, 2000 have been paid up to P103,893,450.00.
SO ORDERED.[22]
A. THE COURT OF APPEALS COMMITTED SERIOUS ERROR OF LAW IN REFUSING TO HOLD THAT THE OBLIGATIONS EVIDENCED BY THE 1997 AND 1998 PROMISSORY NOTES AND SECURED BY THE 1997 REM HAD BEEN EXTINGUISHED BY NOVATION IN TE FORM OF CONSOLIDATION OF ALL OF PETITIONERS' LOANS UNDER THE 21 MARCH 2000 MOA.Did the CA commit reversible errors in finding that the Revere REM was valid and binding on petitioners, and in upholding the propriety of applying the proceeds of the foreclosure sale to settle the obligations of Jose Go and his group of companies before fully satisfying the liabilities of petitioners?
B. THE COURT OF APPEALS COMMITTED PALPABLE ERROR OF LAW AND ACTED WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OR EXCESS OF JURISDICTION IN REFUSING TO DELARE THE REVERE REM VOID AB INITIO DESPITE THE FACT THAT THE MORTGAGOR WAS ADMITTEDLY MERE TRUSTEE OF THE MORTGAGED PROPERTIES BUT THE TRUE AND ABSOLUTE OWNERS GAVE NO CONSENT TO THE MORTGAGE.
C. THE COURT OF APPEALS COMMITTED PALPABLE ERROR OF LAW AND ACTED WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OR EXCESS OF JURISDICTION IN APPLYING PART OF THE PROCEEDS OF THE FORECLOSURE OF THE OTHER PLAINTIFFS' AND REVERE REMS TO JOSE GO'S ALLEGED BUT UNPROVEN OBLIGATION, INSTEAD OF APPLYING THE PROCEEDS AGAINST THE REMAINING OBLIGATION OF PETITIONERS, AND DELIVERING THE EXCESS TO THEM.
D. THE COURT OF APPEALS COMMITTED PALPABLE ERROR OF LAW AND ACTED WITH GRAVE ABUSE OF DISCRETION AMOUNTING TO LACK OR EXCESS OF JURISDICTION IN REFUSING TO HOLD THAT THE RESTRUCTURED LOAN OF THE PETITIONERS HAD BEEN FULLY SATISFIED.[23]
It is clear that petitioners exchanged their 30 parcels of land to effectively reduce their total unpaid obligations to only P68,000,000.00. To settle the balance, they agreed to convert it into equity in LGCTI in case they would default in their payment. To implement the MOA, they signed the REM drafted by UCPB, which included the properties listed in the MOA as security for the credit accommodation of P404,597,177.04. Unknown to them, however, Jose Go, acting in behalf of Revere, likewise executed another REM covering the properties that Revere was holding in trust for them. When UCPB foreclosed the mortgages, it applied about P75.09 million out of the P227,700,000.00 proceeds of the foreclosure sale to the obligations of Revere and Jose Go. Moreover, UCPB pursued petitioners for their supposed deficiency amounting to P68,000,000.00, which was meanwhile assigned to respondent Asset Pool A by UCPB.WITNESSETH:
(A) As of 30 November 1999, the BORROWER has outstanding obligations due in favor of the BANK in the aggregate amount of Two Hundred Four Million Five Hundred Ninety Seven Thousand One Hundred Seventy Seven and 04/100 Pesos (P204,597,177.04), Philippine currency, inclusive of all interest, charges and fees (the "Obligation").
(B) To partially satisfy the Obligation to the extent of ONE HUNDRED THREE MILLION EIGHT HUNDRED NINETY THREE THOUSAND FOUR HUNDRED FIFTY PESOS (P103,893,450.00), Philippine currency, the BORROWER has agreed that the BANK shall acquire title to the real property enumerated and described in the schedule attached hereto and made an integral part hereof as Annex "A", together with all the improvements thereon, if any (collectively called, the "Property").
(C) The balance of the Obligation, in the total amount of Sixty Eight Million Pesos (P68,000,000.00), Philippine currency, shall be converted by the BANK to equity interest in LGCTI, with conformity of the BORROWER.
(D) The Spouses Chua have requested the BANK to grant the Spouses Chua: (i) a continuing option to re-purchase the Property and (ii) develop the Property, under a joint-venture arrangement with the BANK.
(E) The BANK has acceded to the aforementioned request of the Spouses Chua, subject to the terms and conditions of this Agreement.
In consideration of the foregoing premises, and the mutual covenants and agreements contained herein, the parties hereto agree as follows:SECTION 1.0.
CONTRACTUAL INTENT
Section 1.1. Intent of the Parties - Subject to the provisions of this Agreement, and the satisfactory performance by the BORROWER of the obligations and undertakings set forth herein, the parties hereto declare, confirm and agree that:(a) title to the Property shall be transferred and conveyed to the BANK; the BANK shall have the sole discretion to determine and implement the appropriate actions for the conveyance of such title in favor of the BANK;xxxx
(b) the BANK shall: (i) grant the Spouses Chua a continuing right of first refusal over the Property and (ii) consider entering into and concluding with the Spouses Chua a contractual arrangement for the development of the Property; and
(c) the parties shall implement the appropriate acts and deeds necessary or required for the execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein, conformably with the terms and conditions set forth hereunder.SECTION 5.0.
MISCELLANEOUS PROVISIONS
Section 5.1. Binding Effect — This Agreement shall take effect upon its execution and the rights and obligation contained hereunder shall be valid and binding on the parties and their respective successors-in-interest.
Section 5.2. Governing Law — The provisions of this Agreement shall be governed, and be construed in all respects, by the laws of the Philippines.
Section 5.3. Further Assurance — LGCTI and the Spouses Chua warrant that they shall execute and deliver any and all additional documents or instruments and do such acts and deeds as may be necessary to fully implement and consummate the transactions contemplated under this Agreement.
Section 5.4. Entire Agreement — This Agreement constitutes the entire, complete and exclusive statement of the terms and conditions of the agreement between the parties with respect to the subject matter referred to herein. No statement or agreement, oral or written, made prior to the signing hereof and no prior conduct or practice by either party shall vary or modify the written terms embodied hereof, and neither party shall claim any modification of any provision set forth herein unless such modification is in writing and signed by both parties.[24]
The Court therefore affirms the nullity of the Revere REM dated March 21, 2000 (Exhibit "I", Exhibit "7-APA") executed by Revere in favor of defendant UCPB. There is no proof that plaintiffs have consented to the application of the properties listed in Annex "B" thereof to the loan obligation of defendant Jose Go. UCPB is therefore lawfully bound to return to plaintiffs TCT Nos. T-40452 (89339), 40453 (89340), 84488 (89342), 71021 (89330), 71022 (89331), 71023 (89332), 71025 (95580-95581), 71136 (95587-95590), 55033 (89384), conformably with this court's disquisition in the Partial Judgment rendered on September 6, 2005.[27]We have to note that the REM was executed by Revere through Jose Go purportedly in connection with the March 21, 2000 MOA on the very same day that petitioners' REM were executed. Yet, petitioners disclaimed any knowledge or conformity to the Revere REM. With the two deeds of trust executed in favor of Revere not having been expressly cancelled or rescinded, the properties mortgaged by Revere to UCPB were still owned by petitioners for all intents and purposes.
The deeds of trust expressly provided that: "The TRUSTEE hereby acknowledges and obliges itself not to dispose of, sell, transfer, convey, lease or mortgage the said twelve (12) parcels of land without the written consent of the TRUSTORS first obtained." By entering into the Revere REM, therefore, Revere openly breached its undertakings under the deeds of trust in contravention of the express prohibition therein against the disposition or mortgage of the properties. It is also worth mentioning that the records are bereft of any allegation that Revere had obtained the approval of petitioners or that the latter had acquiesced to the mortgage of the properties in favor of UCPB. Absent proof showing that petitioners had transferred the ownership of some or all of the properties covered by the deeds of trust in favor or Revere or Jose Go, the deeds of trust remained as the controlling documents as to the parcels of land therein covered.DEED OF TRUST[28]
KNOW ALL MEN BY THESE PRESENTS:
This DEED OF TRUST made, executed, and entered into by and between:SPOUSES FELIX and CARMEN CHUA, both of legal age, Filipinos and with postal address at Ilayang Dupay, Lucena City and ADELA C. CHUA, of legal age, Filipino, married to Luis A. Chua and a resident of LIC Bldg., Brgy. Gulang-gulang, Lucena City, hereinafter called the TRUSTORS:- and-
REVERE REALTY AND DEVELOPMENT CORPORATION, a corporation duly organized and existing under the laws of the Philippines with office address at 2478 Agatha St., San Andres Bukid, Manila, herein represented by the President, MRS. LYDIA SEVILLA and hereinafter called the TRUSTEE.WITNESSETH
WHEREAS, the TRUSTORS are the lawful and absolute owners of twelve (12) parcels of land situated at Lucena City and previously covered by the following transfer Certificates of Title and may be described as follows:
xxxx
WHEREAS, by virtue of several Deeds of Absolute Sale executed by the TRUSTOR in favor of the TRUSTEE, the twelve (12) parcels of land were transferred in the name of the TRUSTEE and are now covered by the following Transfer Certificates of Title:
xxxx
WHEREAS, the TRUSTEE hereby acknowledges and confirms that it did not pay the TRUSTORS the consideration stated in the Deeds of Absolute Sale covering the twelve (12) parcels of land and said Deeds of Absolute Sale were executed by the TRUSTORS in compliance with the terms and conditions stated in the Joint Venture Agreement dated March 3, 1997 executed by and between the TRUSTORS and GOTESCO PROPERTIES, INC.;
WHEREAS, the TRUSTEE hereby acknowledges and confirms that she is the authorized representative of GOTESCO PROPERTIES, INC., with respect to the said Joint Venture Agreement and the transfer of the twelve (12) parcels of land in her name is necessary for the consolidation and subdivision of the properties in connection with the preparation of the plans and designs of the project of the said Joint Venture Agreement;
NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants hereinafter set forth:
1. The TRUSTEE hereby acknowledges and confirms:
1.1 The absolute title and ownership of the TRUSTORS over the twelve (12) parcels of land above described; 1.2 Its role as TRUSTEE, to have and hold the said twelve (12) parcels of land for the sole and exclusive use, benefit, enjoyment of the TRUSTORS;
2. The TRUSTEE hereby acknowledges and obliges itself not to dispose of, sell, transfer, convey, lease or mortgage the said twelve (12) parcels of land without the written consent of the TRUSTORS first obtained; (bold emphasis added)
3. The TRUSTEE hereby covenants and agrees to execute, deliver and perform any and all arrangements, and acts, which in the opinion of the TRUSTEES are necessary, required and/or appropriate for the exercise by the TRUSTORS of their rights, title and interests over the said twelve (12) parcels of land. (Emphasis supplied)
The conformity of the plaintiffs through Felix A. Chua only appears on the Plaintiffs' REM dated March 21, 2000 (Exhibit "G", Exhibit "6-APA"). By virtue of this Plaintiffs' REM, there is basis to apply the properties listed in Annex "A" thereof to the obligations of both plaintiffs and defendant Jose Go, but subject to the condition that plaintiffs' obligations be totally extinguished first. However, up to the termination of the trial of this case, neither defendant UCPB nor APA presented any evidence to prove the precise amount of Jose Go's loan obligations with the bank. It must be emphasized that the Plaintiffs' REM refers to Jose Go's obligations to the bank, not the obligations of any of the corporations owned by him in the majority.On the other hand, the CA maintained that petitioners' obligations to UCPB under the March 21, 2000 MOA had not been fully satisfied, viz.:
The Apportionment of Bid Price signed by UCPB's own witness Milagros Alcabao (Exhibit "S", Exhibit "10-APA") does not show Jose Go's obligations, if any. What the Apportionment reveals is the amount of Php75,093,180.00 was set aside for "Revere Realty & Development Corporation and Lucena Industrial Corporation." While the name of plaintiff Lucena Industrial Corporation ("LIC") and Revere Realty and Development Corporation appears in said Apportionment, it has not been shown that there was any loan contracted by LIC and Revere to which the amount of Php75,093,180.00 may be applied. Because the twenty-three (23) properties listed in favor of Revere and LIC were sourced from the two (2) Deeds of Trust and partly from the null and void Revere REM dated March 21, 2000 (Exhibit "I", Exhibit "7-APA"), it is only proper that this particular apportionment valued by the bank at Php75,093,180.00 should likewise be struck down.[30] (Bold underscoring supplied for emphasis)
The plaintiffs-appellees concede in their First MOA that the outstanding obligations of Spouses Chua and LGCTI to UCPB were restructured and fixed at the aggregate amount of P204,597,177.04; that part of this restructured debts (of up to P103,893,450.00) will be settled by transferring the titles of the properties listed in Annex "A" to the Bank; and the remaining balance (in the amount of P68 million) will be converted into equity interest in LGCTI. Since the contract is the law between the parties, it necessarily follows that only by adhering to the terms of the First MOA would the entire obligations of Spouses Chua and LGCTI be deemed fully paid.This disquisition of the CA would have resulted in an absurd situation wherein a considerable portion of petitioners' properties were to be used to settle Jose Go's personal liabilities, which were P20,000,000.00 more than what were to be applied to petitioners' own obligations. Aside from enabling this ludicrous interpretation of the agreements, petitioners were still left with a hefty P68,000,000.00 balance in their obligations with UCPB. This absurd situation does not find support in their contracts as well as in the course of ordinary human experience. To reiterate, the P68,000,000.00 obligation was not separate and distinct from the outstanding obligations consolidated by the March 21, 2000 MOA. In fact, the February 14, 2003 MOA involving the transfer of 680,000 preferred shares of stock to UCPB provided that:
In pursuance of the foregoing conceded terms, and in accordance with the provisions of Plaintiffs' REM and Revere's REM, UCPB foreclosed the REM on all of the properties listed in Annex "A" of the First MOA for a total bid price of P227,700,000.00. The foreclosure and auction sale were deemed to cover not only plaintiffs-appellees' obligations and REM, they covered as well the REM of Jose Go and Revere as again, in UCPB's conformed upon November 10, 1999 letter to Spouses Chua, et al., the latter undertook the following obligations:
xxxx
The imperatives of the parties' obligations under their contracts as above-discussed therefore require the proceeds of the foreclosure in the total amount of P227,700,000.00 be applied, first, to plaintiffs-appellees' P103,893,450.00, as agreed upon in the First MOA, and the remaining balance of P123,806,550.00 to Jose Go's outstanding obligations with UCPB.[31]
4. This Agreement shall take effect upon execution hereof provided however, that in the event the assignment of liabilities in exchange for the Preferred Shares does not materialize for any cause whatsoever, this Agreement shall be cancelled and automatically cease to have any force and effect, thereby restoring to each of the parties hereto whatever rights and liabilities they may each have in relation to the other parties prior to this Agreement.[32] (Bold emphasis supplied)Considering that such issuance of preferred shares in favor of UCPB did not take place despite the execution of the second MOA in 2003, the February 14, 2003 MOA was deemed cancelled and the P68,000,000.00 must perforce revert as part of petitioners' outstanding balance that was now fully and completely settled.
WHEREFORE, premises considered, judgment is hereby rendered in favor of plaintiffs and against defendants UNITED COCONUT PLANTERS BANK, ASSET POOL A, REGISTRAR OF DEEDS OF LUCENA CITY and EX-OFFICIO SHERIFF OF LUCENA CITY, thus:and DIRECTS respondents, except the Registrar of Deeds of Lucena City and the Ex-Officio Sheriff of Lucena City, to pay the costs of suit.
a. Declaring that the loan obligations of plaintiffs to defendant UNITED COCONUT PLANTERS BANK under the Memorandum of Agreement dated March 21, 2000 have been fully paid;
b. Declaring as legal and binding the Deeds of Trust dated April 30, 1998 and holding the properties listed therein were merely held-in-trust for plaintiffs by defendants REVERE and JOSE GO and/or corporations owned or associated with him;
c. Nullifying the Deed of Real Estate Mortgage dated March 21, 2000 executed by defendants REVERE and JOSE GO in favor of co-defendant UNITED COCONUT PLANTERS BANK and the Deed of Assignment of Liability dated February 14, 2003 executed by plaintiffs in favor of UNITED COCONUT PLANTERS BANK;
d. Ordering defendant REGISTRAR OF DEEDS of Lucena City to cancel any and all titles derived or transferred from TCT Nos. T-40452 (89339), 40453 (89340), 84488 (89342), 71021 (89330), 71022 (89331), 71023 (89332), 71025 (95580-95581), 71136 (95587-95590), 55033 (89384), 89334 and issue new ones returning the ownership and registration of these titles of the plaintiffs. For this purpose, defendant UNITED COCONUT PLANTERS BANK is directed to execute the appropriate Deeds of Reconveyance in favor of the plaintiffs over the eighteen (18) real properties listed in the Real Estate Mortgage dated March 21, 2000 executed by defendants Revere Realty and JOSE GO and originally registered in the names of the plaintiffs.
e. Ordering defendant UNITED COCONUT PLANTERS BANK to return so much of the plaintiffs titles, of their choice, equivalent to Php200,000,000.00 after applying so much of the mortgaged properties, including those presently or formerly in the name of REVERE, to the payment of plaintiffs' consolidated obligation to the bank in the amount of Php204,597,177.04.
f. Declaring the Real Estate Mortgage dated June 02, 1997 as having been extinguished by the Memorandum of Agreement date March 21, 2000, and converting the writ of preliminary injunction issued on March 22, 2004 to a permanent one, forever prohibiting UNITED COCONUT PLANTERS BANK and ASSET POOL A and all persons/entities deriving rights under them from foreclosing on TCT Nos. T-54182, T-54184, T-54185, T-54192, and T-71135. The court hereby orders said defendants, or whoever is in custody of the said certificates of title, to return the same to plaintiffs and to execute the appropriate release of mortgage documents.
g. Finally, ordering defendant UNITED COCONUT PLANTERS BANK, to pay plaintiffs:
i. The excess of the foreclosure proceeds in the amount of Php23,102,822.96, as actual damages;
ii. Legal interest on the amount of Php223,102,822.96 at the rate of 6% per annum from February 3, 2004 until finality of judgment. Once the judgment becomes final and executory, the interest of 6% per annum, should be imposed, to be computed from the time the judgment becomes final and executory until fully satisfied, as compensatory damages;
iii. Php1,000,000.00 as moral damages;
iv. Php100,000.00 as exemplary damages;
v. Php2,000,000.00 as attorney's fees; and
vi. Costs of suit;
SO ORDERED.
| Very truly yours, |
(SGD) | |
WILFREDO V. LAPITAN | |
Division Clerk of Court |