PNB V Rocamora

4/20/2020 SUPREME COURT REPORTS ANNOTATED VOLUME 600
Petition granted, judgment reversed and set aside.
Note.—While as a rule, tax declaration or realty tax

payments of property are not conclusive evidence of
ownership, nevertheless they are good indicia of possession
in the concept of owner for no one in his right mind would
be paying taxes for a property that is not in his actual or at
least constructive possession. (Republic vs. Court of
Appeals, 258 SCRA 712 [1996])
——o0o——
G.R. No. 164549. September 18, 2009.*
PHILIPPINE NATIONAL BANK, petitioner, vs. SPOUSES

AGUSTIN and PILAR ROCAMORA, respondents.
Mortgages; The Court has construed the law’s silence as a

grant to the mortgagee of the right to maintain an action for the
deficiency; the mortgages are given merely as security, not as
settlement or satisfaction of the indebtedness.—The foreclosure of
chattel and real estate mortgages is governed by Act Nos. 1508
and 3135, respectively. Although both laws do not contain a
provision expressly or impliedly authorizing the mortgagee to
recover the deficiency resulting after the foreclosure proceeds are
deducted from the principal obligation, the Court has construed
the laws’ silence as a grant to the mortgagee of the right to
maintain an action for the deficiency; the mortgages are given
merely as security, not as settlement or satisfaction of the
indebtedness.
Interests; Escalation Clauses; Any increase in the rate of
interest made pursuant to an escalation clause must be the result
of an agreement between the parties.—Escalation clauses are valid
and do not contravene public policy. These clauses are common in
credit agreements as means of maintaining fiscal stability and
retaining
_______________
* SECOND DIVISION.
www.central.com.ph/sfsreader/session/0000017195d5ad9e0876a8a0003600fb002c009e/t/?o=False 1/18
396
396 SUPREME COURT REPORTS ANNOTATED
Philippine National Bank vs. Rocamora
the value of money on long-term contracts. To avoid any resulting

one-sided situation that escalation clauses may bring, we required
in Banco Filipino, 152 SCRA 346 (1987), the inclusion in the
parties’ agreement of a de-escalation clause that would authorize
a reduction in the interest rates corresponding to downward
changes made by law or by the Monetary Board. The validity of
escalation clauses notwithstanding, we cautioned that these
clauses do not give creditors the unbridled right to adjust interest
rates unilaterally. As we said in the same Banco Filipino case,
any increase in the rate of interest made pursuant to an
escalation clause must be the result of an agreement
between the parties. The minds of all the parties must meet on
the proposed modification as this modification affects an
important aspect of the agreement. There can be no contract in
the true sense in the absence of the element of an agreement, i.e.,
the parties’ mutual consent. Thus, any change must be
mutually agreed upon, otherwise, the change carries no
binding effect. A stipulation on the validity or compliance with
the contract that is left solely to the will of one of the parties is
void; the stipulation goes against the principle of mutuality of
contract under Article 1308 of the Civil Code. As correctly found
by the appellate court, even with a de-escalation clause, no matter
how elaborately worded, an unconsented increase in interest rates
is ineffective if it transgresses the principle of mutuality of
contracts.
Mortgages; Philippine National Bank’s (PNB’s) failure to
secure the spouses Rocamora’s consent to the increased interest
rates prompted the lower courts to declare excessive and illegal
interest rates imposed.—PNB’s failure to secure the spouses
Rocamora’s consent to the increased interest rates prompted the
lower courts to declare excessive and illegal the interest rates
imposed. To go around this lower court finding, PNB alleges that
the P206,297.47 deficiency claim was computed using only the
original 12% per annum interest rate. We find this unlikely. Our
examination of PNB’s own ledgers, included in the records of the
case, clearly indicates that PNB imposed interest rates higher
than the agreed 12% per annum rate. This confirmatory finding,
albeit based solely on ledgers found in the records, reinforces the
application in this case of the rule that findings of the RTC, when
affirmed by the CA, are binding upon this Court.
397
VOL. 600, SEPTEMBER 18, 2009 397
Mortgages; The delay in commencing foreclosure proceedings

bears a significant function in the deficiency amount being
claimed, as the amount undoubtedly includes interest and penalty
charges which accrued during the period covered by the delay.—
PNB’s argument completely misses the point. The issue before us
is the effect of the delay in commencing foreclosure proceedings on
PNB’s right to recover the deficiency, not on its right to foreclose.
The delay in commencing foreclosure proceedings bears a
significant function in the deficiency amount being claimed, as the
amount undoubtedly includes interest and penalty charges which
accrued during the period covered by the delay. The depreciation
of the mortgaged properties during the period of delay must also
be factored in, as this affects the proceeds that the mortgagee can
recover in the foreclosure sale, which in turn affects its deficiency
claim. There was also, in this case, the four-year gap between the
foreclosure proceedings and the filing of the complaint for
deficiency judgment—during which time interest, whether at the
12% per annum rate or higher, and penalty charges also accrued.
For the Court to grant the PNB’s deficiency claim would be to
award it for its delay and its undisputed disregard of PD 385.
Damages; Moral Damages; Moral damages are not
recoverable simply because a contract has been breached.—Moral
damages are not recoverable simply because a contract has been
breached. They are recoverable only if the defendant acted
fraudulently or in bad faith or in wanton disregard of his
contractual obligations. The breach must be wanton, reckless,
malicious or in bad faith, and oppressive or abusive. Likewise, a
breach of contract may give rise to exemplary damages only if the
guilty party acted in a wanton, fraudulent, reckless, oppressive or
malevolent manner. We are not sufficiently convinced that PNB
acted fraudulently, in bad faith, or in wanton disregard of its
contractual obligations, simply because it increased the interest
rates and delayed the foreclosure of the mortgages. Bad faith
cannot be imputed simply because the defendant acted with bad
judgment or with attendant negligence. Bad faith is more than
these; it pertains to a dishonest purpose, to some moral obliquity,
or to the conscious doing of a wrong, a breach of a known duty
attributable to a motive, interest or ill will that partakes of the
nature of fraud. Proof of actions of this character is undisputably
lacking in this case. Consequently, we do not find the spouses
Rocamora entitled to an award of moral and exemplary damages.

Under
398
these circumstances, neither should they recover attorney’s fees

and litigation expense. These awards are accordingly deleted.
PETITION for review on certiorari of an amended decision

of the Court of Appeals.
The facts are stated in the opinion of the Court.
The Chief Legal Counsel for PNB.
Tomas MR Timbancaya counsel for respondent.
BRION, J.:
We resolve in this petition for review on certiorari1 the
legal propriety of the deficiency judgment that the
petitioner Philippine National Bank (PNB) seeks against
the respondents—the spouses Agustin and Pilar Rocamora
(spouses Rocamora).
The Factual Antecedents
On September 25, 1981, the spouses Rocamora

obtained a loan from PNB in the aggregate amount
of P100,000.00 under the Cottage Industry Guarantee and
Loan Fund (CIGLF). The loan was payable in five years,
under the following terms: P35,000 payable semi-annually
and P65,000 payable annually. In addition to the principal
amount, the spouses Rocamora agreed to pay interest at
the rate of 12% per annum, plus a penalty fee of 5% per
annum in case of delayed payments. The spouses Rocamora
signed two promissory notes2 evidencing the loan.
To secure their loan obligations, the spouses Rocamora
executed two mortgages: a real estate mortgage3 over a
property covered by Transfer Certificate of Title No. 7160
in the
_______________
1 Filed under Rule 45 of the Rules of Court; Rollo, pp. 22-48.

2 Promissory Note (PN) Nos. CIGLF 01/81 and 02/81; Id., pp. 60-61.
3 Id., pp. 62-63.
399
VOL. 600, SEPTEMBER 18, 2009 399

amount of P10,000, and a chattel mortgage4 over various

machineries in the amount of P25,000. Payment of the
remaining P65,000 was under the CIGLF guarantee, with
the spouses Rocamora paying the required guarantee fee.
Both the promissory note and the real estate mortgage
deed contained an escalation clause that allowed PNB to
increase the 12% interest rate at anytime without notice,
within the limits allowed by law. The pertinent portion of
the promissory note stated:
“For value received, we, jointly and severally, promise to pay to

the ORDER of the PHILIPPINE NATIONAL BANK, at its office
in Pto. Princesa City, Philippines, the sum of xxx together with
interest thereon at the rate of 12% per annum until paid, which
interest rate the Bank may at any time, without notice,
raise within the limits allowed by law, and I/we also agree to
pay jointly and severally, 5% per annum penalty charge, by way of
liquidated damages, should this note be unpaid or is not renewed
on due date.” [Emphasis supplied.]
While paragraph (k) of the real estate mortgage deed

provided:
“(k) INCREASE OF INTEREST RATE

The MORTGAGEE reserves the right to increase the
interest rate charged on the obligation secured by this
mortgage including any amount which it may have
advanced within the limits allowed by law at any time
depending on whatever policy it may adopt in the future;
Provided, that the interest rate on the accommodation/s secured
by the mortgage shall be correspondingly decreased in the event
that the applicable maximum interest rate is reduced by law or by
the Monetary Board. In either case, the adjustment in the interest
rate agreed upon shall take effect on the effectivity date of the
increase or decrease in that maximum interest rate.” [Emphasis
supplied.]
_______________
4 Id., p. 64.
400

The spouses Rocamora only paid a total of P32,383.655

on the loan. Hence, the PNB commenced foreclosure
proceedings in August and October 1990. The foreclosure of
the mortgaged properties yielded P75,500.00 as total
proceeds.
After the foreclosure, PNB found that the recovered
proceeds and the amounts the spouses Rocamora
previously paid were not sufficient to satisfy the loan
obligations. PNB thus filed, on January 18, 1994, a
complaint for deficiency judgment6 before the Regional
Trial Court (RTC) of Puerto Princesa City, Branch 48. The
PNB alleged that as of January 7, 1994, the
outstanding balance of the spouses Rocamora’s loan
(including interests and penalties) was P206,297.47,
broken down as follows:
Principal .................................................................. P79,484.65

Total interest due up to 01-07-94............................ 51,229.35
Total penalty due up to 01-07-94............................ 75,583.47

TOTAL AMOUNT DUE AND PAYABLE P 206,297.477
The PNB claimed that the outstanding principal balance

as of foreclosure date (September 19, 1990) was P79,484.65,
plus interest and penalties, for a total due and demandable
obligation of P250,812.10. Allegedly, after deducting the
P75,500 proceeds of the foreclosure sale, the spouses
Rocamora still owed the bank P206,297.47.
_______________
5 Listed below are the payments made by the spouses Rocamora:
On PN No. CIGLF Date of Payment Amount

Paid
01/81for the P35,000 loan:
March 25, 1982 P7,176.00
On PN No. CIGLF 02/81 September 25, 1982 7,176.00
for the P65,000 loan: September 5, 1982 18,031.65
P 32,383.6
TOTAL
6 Docketed as Civil Case No. 2675.

7 Statement of Account as of January 7, 1994; Rollo, p. 70.
401
VOL. 600, SEPTEMBER 18, 2009 401

The spouses Rocamora refused to pay the amount

claimed as deficiency. They alleged that the PNB
“practically created” the deficiency by (a) increasing the
interest rates from 12% to 42% per annum, and (b) failing
to immediately foreclose the mortgage pursuant to
Presidential Decree No. 385 (PD 385 or the Mandatory
Foreclosure Law) to prevent the interest and penalty
charges from accruing.
The RTC dismissed PNB’s complaint in its decision
dated November 10, 1999.8 The trial court invalidated the
escalation clause in the promissory note and the resulting
increased interest rates. The court also rejected PNB’s
reason for the delay in commencing foreclosure
proceedings, ruling that the delay was contrary to the
immediate and mandatory foreclosure that PD 385
required. The finding that the bank’s actions were contrary
to law, justice, and morals justified the award of actual,
moral, and exemplary damages to the spouses Rocamora.
Attorney’s fees and costs of suit were also ordered paid.9
Except for modifications in the awarded damages, the
Court of Appeals (CA) decision of March 23, 2004 affirmed
the RTC ruling.10 The CA held that the PNB effectively
negated
_______________
8 Id., pp. 71-80.

9 The dispositive part of the RTC decision of November 10, 1999 reads:
WHEREFORE, premises considered, the instant complaint is
hereby dismissed for lack of merit and finding the counterclaim
meritorious, the [PNB] is ordered to pay the [spouses Rocamora]
Two Hundred Thousand Pesos (P200,000.00) as damages for breach
of contract and for acting contrary to law, justice, and morals, One
Hundred Thousand Pesos (P100,000.00) as exemplary damages,
One Hundred Thousand (P100,000.00) as moral damages and Fifty
Thousand Pesos (P50,000.00) as attorney’s fees; and to pay the
costs of suit.
10 Rollo, pp. 10-16; the dispositive part of the CA Decision of March 23,
2004 reads:
402

the principle of mutuality of contracts when it increased

the interest rates without the spouses Rocamora’s
conformity. The CA also found the long delay in the
foreclosure of the mortgage, apparently a management

lapse, prejudicial to the spouses Rocamora’s interests and
contrary as well to law and justice. More importantly, the
CA found insufficient evidence to support the P206,297.47
deficiency claim; the bank’s testimonial and documentary
evidence did not support the deficiency claim that,
moreover, was computed based on bloated interest rates.
The CA maintained these rulings despite the motion for
reconsideration PNB filed;11 hence, PNB’s present recourse
to this Court.
The Petition
In insisting that it is entitled to a deficiency judgment of

P206,297.47, PNB argues that the RTC and the CA erred
in invalidating the escalation clause in the parties’
agreement because it fully complied with the requirements
for a valid escalation clause under this Court’s following
pronouncement in Banco Filipino Savings and Mortgage
Bank v. Navarro:12
“It is now clear that from March 17, 1980 [the effectivity date
of Presidential Decree No. 1684 allowing the increase in the
stipulated rate of interest], escalation clauses, to be valid,
should specifically provide: (1) that there can be an
increase in in-
_______________
WHEREFORE, in view of the foregoing discussions, the assailed decision is

hereby MODIFIED as follows:
1. The complaint is hereby ordered DISMISSED;
2. [PNB is] ordered to pay the [spouses Rocamora] the sum of
Thirty Thousand Pesos (P30,000.00) as moral damages;
Thirty Thousand Pesos as exemplary damages (P30,000.00);
and Fifty Thousand Pesos (P50,000.00) as attorney’s fees;
3. Cost of suit.
11 CA Resolution dated July 12, 2004; Id., p. 18.
12 G.R. No. L-46591, July 28, 1987, 152 SCRA 346.
403
VOL. 600, SEPTEMBER 18, 2009 403

terest if increased by law or by the Monetary Board; and

(2) in order for such stipulation to be valid, it must include
a provision for reduction of the stipulated interest “in the
event that the applicable maximum rate of interest is
reduced by law or by the Monetary Board.” [Emphasis

supplied.]
The PNB posits that the presence of a “de-escalation

clause” (referring to the second of the above requirements,
which was designed to prevent a resulting one-sided
situation on the part of the lender-bank) in the real estate
mortgage deed rules out any violation of the principle of
mutuality of contracts.
The PNB also contends that it did not unreasonably
delay the institution of foreclosure proceedings by acting
three years after the spouses Rocamora defaulted on their
obligation. Under Article 1142 of the Civil Code, a
mortgage action prescribes in 10 years; the same 10-year
period is provided in Article 1144 (1) for actions based on
written contracts. Thus, the PNB alleges that it had 10
years from 1987 (the time when the spouses Rocamora
allegedly defaulted from paying their loan obligation) to
institute the foreclosure proceedings. Its decision to
foreclose in 1990—three years after the default—should not
be taken against it, especially since the delay was
prompted by the bank’s sincere desire to assist the spouses
Rocamora.
Additionally, the PNB claims that the decision to
foreclose is entirely the bank’s prerogative. The provisions
of PD 385 should not be read as a limitation affecting the
right of banks to foreclose within the 10-year period
granted under the Civil Code. While PD 385 requires
government banks to immediately foreclose mortgages
under specified conditions, the provision does not limit the
period within which the bank can foreclose; to hold
otherwise would be contrary to the stated objectives of PD
385 to enhance the resources of government financial
institutions and to facilitate the financing of essential
development programs and projects.
404

On the basis of these arguments, the PNB contests the

damages awarded to the spouses Rocamora, as the PNB
had no malice, nor any furtive design: when it increased
the interest rates pursuant to the escalation clause; when
it decided to foreclose the mortgages only in 1990; and
when it sought to claim the deficiency. PNB claimed all
these to be proper acts made in the exercise of its rights.
Opposing the PNB’s arguments, the spouses Rocamora

allege the following:
a. The PNB failed to sufficiently and
satisfactorily prove the amount of P250,812.10,
claimed to be the total obligation due at the time of
foreclosure, against which the proceeds of the
foreclosure sale (P75,500.00) were deducted and
which became the basis of the bank’s deficiency claim
(P206,297.47);
b. The “ballooning” of the spouses Rocamora’s
loan obligation was the PNB’s own doing when it
increased the interest rates and failed to immediately
foreclose the mortgages;
c. The PNB’s unilateral increase of interest rates
violated the principle of mutuality of contracts;
d. The PNB failed to comply with the immediate
and mandatory foreclosure required under PD 385;
and
e. The PNB failed to call on the CIGLF which
secured the payment of P65,000.00 of the loan.
The Court’s Ruling
We find no basis to reverse the CA’s decision and,

consequently, deny the petition.
Proof of Deficiency Claim Necessary
The foreclosure of chattel and real estate mortgages is
governed by Act Nos. 1508 and 3135, respectively.
Although both laws do not contain a provision expressly or
impliedly author-
405
VOL. 600, SEPTEMBER 18, 2009 405

izing the mortgagee to recover the deficiency resulting after

the foreclosure proceeds are deducted from the principal
obligation, the Court has construed the laws’ silence as a
grant to the mortgagee of the right to maintain an action
for the deficiency; the mortgages are given merely as
security, not as settlement or satisfaction of the
indebtedness.13
As in any claim for payment of money, a mortgagee
must be able to prove the basis for the deficiency judgment
it seeks. The right of the mortgagee to pursue the debtor
arises only when the proceeds of the foreclosure sale are
ascertained to be insufficient to cover the obligation and
the other costs at the time of the sale.14 Thus, the amount
of the obligation prior to foreclosure and the proceeds of the
foreclosure are material in a claim for deficiency.
In this case, both the RTC and the CA found that PNB
failed to prove the claimed deficiency; its own testimonial
and documentary evidence in fact contradicted one another.
The PNB alleged that the spouses Rocamora’s obligation at
the time of foreclosure (September 19, 1990) amounted to
P250,812.10, yet its own documentary evidence15 showed
that, as of that date, the total obligation was only
P206,664.34; the
_______________
13 We also stated that when the law intends to foreclose the right of a
creditor to sue for any deficiency resulting from a foreclosure of security
given to guarantee an obligation, it so expressly provides such as with
respect to the sale of the thing pledged (see Article 2115 of the Civil Code)
and foreclosure of chattel mortgage on personal property sold on
installment basis (see Article 1484, par. 3 of the Civil Code); Superlines
Transportation Company v. ICC Leasing and Financing Corporation, G.R.
No. 150673, February 28, 2003, 398 SCRA 508.
14 See PNB v. Court of Appeals, G.R. No. 121739, June 14, 1999, 308
SCRA 229; and Development Bank of the Philippines v. Vda. De Moll, G.R.
No. L-25807, January 31, 1972, 43 SCRA 82.
15 Statement of Account dated October 23, 1996; Records, p. 269.
406

PNB’s own witness, Mr. Reynaldo Caso, testified that the

amount due from the spouses Rocamora was only
P206,664.34.
At any rate, whether the total obligation due at the time
of foreclosure was P250,812.10 as PNB insisted or
P206,664.34 as its own record disclosed, our own
computation of the amounts involved does not add up to the
P206,297.47 PNB claimed as deficiency.16 We find it
significant that PNB has been consistently unable to
provide a detailed and credible accounting of the claimed
deficiency. What appears clear is that after adding up the
spouses Rocamora’s partial payments and the proceeds of
the foreclosure, the PNB has already received a total of
P107,883.68 as payment for the spouses Rocamora’s
P100,000.00 loan; the claimed P206,297.47 deficiency
consisted mainly of interests and penalty charges (or about
61.5% of the amount claimed). The spouses Rocamora posit

that their loan would not have bloated to more than double
the original amount if PNB had not increased the interest
rates and had it immediately foreclosed the mortgages.
Escalation clauses do not authorize the
unilateral increase of interest rates
Escalation clauses are valid and do not contravene
public policy.17 These clauses are common in credit
agreements as means of maintaining fiscal stability and
retaining the value of money on long-term contracts. To
avoid any resulting one-sided situation that escalation
clauses may bring, we required in Banco Filipino18 the
inclusion in the parties’ agreement of a
_______________
16 P250,812.10 less P75,500 (proceeds of foreclosure) is P175,312.10,

while P206,664.34 less P75,500 is P131,164.34.
17 Spouses Almeda v. Court of Appeals and PNB, G.R. No. 113412,
April 17, 1996, 256 SCRA 292; Insular Bank of Asia & America v. Salazar,
G.R. No. L-82082, March 25, 1988, 159 SCRA 133.
18 Supra note 12.
407
VOL. 600, SEPTEMBER 18, 2009 407

de-escalation clause that would authorize a reduction in

the interest rates corresponding to downward changes
made by law or by the Monetary Board.
The validity of escalation clauses notwithstanding, we
cautioned that these clauses do not give creditors the
unbridled right to adjust interest rates unilaterally.19 As
we said in the same Banco Filipino case, any increase in
the rate of interest made pursuant to an escalation
clause must be the result of an agreement between
the parties.20 The minds of all the parties must meet on
the proposed modification as this modification affects an
important aspect of the agreement. There can be no
contract in the true sense in the absence of the element of
an agreement, i.e., the parties’ mutual consent. Thus, any
change must be mutually agreed upon, otherwise,
the change carries no binding effect.21 A stipulation on
the validity or compliance with the contract that is left
solely to the will of one of the parties is void; the stipulation
goes against the principle of mutuality of contract under
Article 1308 of the Civil Code.22 As correctly found by the
appellate court, even with a de-escalation clause, no matter

how elaborately worded, an unconsented increase in
interest rates is ineffective if it transgresses the principle
of mutuality of contracts.
Precisely for this reason, we struck down in several
cases—many of them involving PNB—the increase of
interest rates unilaterally imposed by creditors. In the
1991 case of PNB v. CA and Ambrosio Padilla,23 we
declared:
_______________
19 Ibid.
20 PNB v. Court of Appeals and Spouses Basco, G.R. No. 109563, July
9, 1996, 258 SCRA 549, citing Banco Filipino, supra note 12.
21 Floirendo v. Metropolitan Bank and Trust Company, G.R. No.
148325, September 3, 2007, 532 SCRA 43.
22 The contract must bind both contracting parties; its validity or
compliance cannot be left to the will of one of them.
23 G.R. No. 88880, April 30, 1991, 196 SCRA 536.
408

“In order that obligations arising from contracts may have the
force of law between the parties, there must be mutuality between
the parties based on their essential equality. A contract
containing a condition which makes its fulfillment dependent
exclusively upon the uncontrolled will of one of the contracting
parties, is void. Hence, even assuming that the P1.8 million
loan agreement between the PNB and private respondent
gave the PNB a license (although in fact there was none) to
increase the interest rate at will during the term of the
loan, that license would have been null and void for being
violative of the principle of mutuality essential in
contracts. It would have invested the loan agreement with the
character of a contract of adhesion, where the parties do not
bargain on equal footing, the weaker party’s (the debtor)
participation being reduced to the alternative “to take it or leave
it.” Such a contract is a veritable trap for the weaker party whom
the courts of justice must protect against abuse and imposition.”
We repeated this rule in the 1994 case of PNB v. CA and

Jayme-Fernandez24 and the 1996 case of PNB v. CA and
Spouses Basco. 25 Taking no heed of these rulings, the
escalation clause PNB used in the present case to justify
the increased interest rates is no different from the

escalation clause assailed in the 1996 PNB case;26 in both,
the interest
_______________
24 G.R. No. 107569, November 8, 1994, 238 SCRA 20.

25 Supra note 20.
26 The pertinent portion of the promissory note in the 1996 PNB case
read:
For value received, I/we, [private respondents] jointly and
severally promise to pay to the ORDER of the PHILIPPINE
NATIONAL BANK, at its office in San Jose City, Philippines, the
sum of FIFTEEN THOUSAND ONLY (P15,000.00), Philippine
Currency, together with interest thereon at the rate of 12 % per
annum until paid, which interest rate the Bank may at any time
without notice, raise within the limits allowed by law, and I/we also
agree to pay jointly and severally ____% per annum penalty charge,
by way of liquidated damages should this note be unpaid or is not
renewed on due dated.
409
VOL. 600, SEPTEMBER 18, 2009 409

rates were increased from the agreed 12% per annum rate
to 42%. We held:
“PNB successively increased the stipulated interest so that

what was originally 12% per annum became, after only two years,
42%. In declaring the increases invalid, we held:
We cannot countenance petitioner bank’s
posturing that the escalation clause at bench gives it
unbridled right to unilaterally upwardly adjust the
interest on private respondents’ loan. That would
completely take away from private respondents the
right to assent to an important modification in their
agreement, and would negate the element of
mutuality in contracts.
xxxx
In this case no attempt was made by PNB to secure the
conformity of private respondents to the successive
increases in the interest rate. Private respondents’ assent
to the increases cannot be implied from their lack of
response to the letters sent by PNB, informing them of the
increases. For as stated in one case, no one receiving a
proposal to change a contract is obliged to answer the

proposal.”27 [Emphasis supplied.]
On the strength of this ruling, PNB’s argument—that

the spouses Rocamora’s failure to contest the increased
interest rates that were purportedly reflected in the
statements of account and the demand letters sent by the
bank amounted to their implied acceptance of the increase
—should likewise fail.
Evidently, PNB’s failure to secure the spouses
Rocamora’s consent to the increased interest rates
prompted the lower courts to declare excessive and illegal
the interest rates imposed. To go around this lower court
finding, PNB alleges that the P206,297.47 deficiency claim
was computed using only the original 12% per annum
interest rate. We find this unlikely. Our examination of
PNB’s own ledgers, included in the re-
_______________
27 Ibid.
410

cords of the case, clearly indicates that PNB imposed

interest rates higher than the agreed 12% per annum
rate.28 This confirmatory finding, albeit based solely on
ledgers found in the records, reinforces the application in
this case of the rule that findings of the RTC, when
affirmed by the CA, are binding upon this Court.
PD 385 mandates immediate foreclosure
of collaterals and securities when the
arrearages amount to at least 20% of the
total outstanding obligation
Another reason that militates against the deficiency
claim is PNB’s own admitted delay in instituting the
foreclosure proceedings.29
Section 1 of PD 385 states:
“Section 1. It shall be mandatory for government

financial institutions, after the lapse of sixty (60) days from the
issuance of this Decree, to foreclose the collaterals and/or
securities for any loan, credit, accommodation, and/or
guarantees granted by them whenever the arrearages on
such account, including accrued interest and other
charges, amount to at least twenty percent (20%) of the

total outstanding obligations, including interest and other
charges, as appearing in the books of account and/or related
records of the financial institution concerned. This shall be
without prejudice to the exercise by the government financial
institutions of such rights and/or remedies available to them
under their respective contracts with their debtors, including the
right to foreclose on loans, credits, accommodations and/or
guarantees on which the arrearages are less than twenty percent
(20%).” [Emphasis supplied.]
Under PD 385, government financial institutions—

which was PNB’s status prior to its full privatization in
1996—are mandated to immediately foreclose the
securities given
_______________
28 Records, pp. 295-296.

29 Id., p. 380.
411
VOL. 600, SEPTEMBER 18, 2009 411

for any loan when the arrearages amount to at least 20% of

the total outstanding obligation.30
As stated in the narrated facts, PNB commenced
foreclosure proceedings in 1990 or three years after the
spouses defaulted on their obligation in 1987. On this
factual premise, the PNB now insists as a legal argument
that its right to foreclose should not be affected by the
mandatory tenor of PD 385, since it exercised its right still
within the 10-year prescription period allowed under
Articles 1142 and 1144 (1) of the Civil Code.
PNB’s argument completely misses the point. The issue
before us is the effect of the delay in commencing
foreclosure proceedings on PNB’s right to recover the
deficiency, not on its right to foreclose. The delay in
commencing foreclosure proceedings bears a significant
function in the deficiency amount being claimed, as the
amount undoubtedly includes interest and penalty charges
which accrued during the period covered by the delay. The
depreciation of the mortgaged properties during the period
of delay must also be factored in, as this affects the
proceeds that the mortgagee can recover in the foreclosure
sale, which in turn affects its deficiency claim. There was
also, in this case, the four-year gap between the foreclosure

proceedings and the filing of the complaint for deficiency
judgment—during which time interest, whether at the 12%
per annum rate or higher, and penalty charges also
accrued. For the Court to grant the PNB’s deficiency claim
would be to award it for its delay and its undisputed
disregard of PD 385.
The Award for Damages
Moral damages are not recoverable simply because a
contract has been breached. They are recoverable only if
the
_______________
30 Records reveal that PNB admitted that the outstanding obligation of

the spouses Rocamora before foreclosure was beyond the 20% requirement
in PD 385; see Records, pp. 209 and 359.
412

defendant acted fraudulently or in bad faith or in wanton

disregard of his contractual obligations.31 The breach must
be wanton, reckless, malicious or in bad faith, and
oppressive or abusive. Likewise, a breach of contract may
give rise to exemplary damages only if the guilty party
acted in a wanton, fraudulent, reckless, oppressive or
malevolent manner.32
We are not sufficiently convinced that PNB acted
fraudulently, in bad faith, or in wanton disregard of its
contractual obligations, simply because it increased the
interest rates and delayed the foreclosure of the mortgages.
Bad faith cannot be imputed simply because the defendant
acted with bad judgment or with attendant negligence. Bad
faith is more than these; it pertains to a dishonest purpose,
to some moral obliquity, or to the conscious doing of a
wrong, a breach of a known duty attributable to a motive,
interest or ill will that partakes of the nature of fraud.33
Proof of actions of this character is undisputably lacking in
this case. Consequently, we do not find the spouses
Rocamora entitled to an award of moral and exemplary
damages. Under these circumstances, neither should they
recover attorney’s fees and litigation expense.34 These
awards are accordingly deleted.
WHEREFORE, we DENY the petitioner’s petition for
review on certiorari, and MODIFY the March 23, 2004
decision of the Court of Appeals in CA-G.R. CV No. 66088

by DELETING the moral and exemplary damages,
attorney’s fees, and litigation costs awarded to the
respondents. All other aspects of the assailed decision are
AFFIRMED. Costs against the petitioner.
_______________
31 CIVIL CODE, Article 2220.

32 Pilipinas Shell Petroleum Corporation v. John Bordman Ltd. of
Iloilo, Inc., G.R. No. 159831, October 14, 2005, 473 SCRA 151.
33 Francisco v. Ferrer, G.R. No. 142029, February 28, 2001, 353 SCRA
261; Cojuangco, Jr. v. Court of Appeals, G.R. No. 119398, July 2, 1999, 309
SCRA 602.
34 Equitable PCI Bank v. Ng Sheung Ngor, G.R. No. 171545, December
19, 2007, 541 SCRA 223.
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4/20/2020 SUPREME COURT REPORTS ANNOTATED VOLUME 600

Petition granted, judgment reversed and set aside.

Note.—While as a rule, tax declaration or realty tax

G.R. No. 164549. September 18, 2009.*

PHILIPPINE NATIONAL BANK, petitioner, vs. SPOUSES

Mortgages; The Court has construed the law’s silence as a

396 SUPREME COURT REPORTS ANNOTATED

Philippine National Bank vs. Rocamora

the value of money on long-term contracts. To avoid any resulting

VOL. 600, SEPTEMBER 18, 2009 397

Philippine National Bank vs. Rocamora

Mortgages; The delay in commencing foreclosure proceedings

Rocamora entitled to an award of moral and exemplary damages.

398 SUPREME COURT REPORTS ANNOTATED

Philippine National Bank vs. Rocamora

these circumstances, neither should they recover attorney’s fees

PETITION for review on certiorari of an amended decision

The Factual Antecedents

On September 25, 1981, the spouses Rocamora

1 Filed under Rule 45 of the Rules of Court; Rollo, pp. 22-48.

VOL. 600, SEPTEMBER 18, 2009 399

amount of P10,000, and a chattel mortgage4 over various

“For value received, we, jointly and severally, promise to pay to

While paragraph (k) of the real estate mortgage deed

“(k) INCREASE OF INTEREST RATE

400 SUPREME COURT REPORTS ANNOTATED

The spouses Rocamora only paid a total of P32,383.655

Principal .................................................................. P79,484.65

Total penalty due up to 01-07-94............................ 75,583.47

The PNB claimed that the outstanding principal balance

5 Listed below are the payments made by the spouses Rocamora:

On PN No. CIGLF Date of Payment Amount

6 Docketed as Civil Case No. 2675.

VOL. 600, SEPTEMBER 18, 2009 401

The spouses Rocamora refused to pay the amount

8 Id., pp. 71-80.

402 SUPREME COURT REPORTS ANNOTATED

the principle of mutuality of contracts when it increased

foreclosure of the mortgage, apparently a management

In insisting that it is entitled to a deficiency judgment of

WHEREFORE, in view of the foregoing discussions, the assailed decision is

VOL. 600, SEPTEMBER 18, 2009 403

terest if increased by law or by the Monetary Board; and

reduced by law or by the Monetary Board.” [Emphasis

The PNB posits that the presence of a “de-escalation

404 SUPREME COURT REPORTS ANNOTATED

On the basis of these arguments, the PNB contests the

Opposing the PNB’s arguments, the spouses Rocamora

The Court’s Ruling

We find no basis to reverse the CA’s decision and,

VOL. 600, SEPTEMBER 18, 2009 405

izing the mortgagee to recover the deficiency resulting after

406 SUPREME COURT REPORTS ANNOTATED

PNB’s own witness, Mr. Reynaldo Caso, testified that the

61.5% of the amount claimed). The spouses Rocamora posit

16 P250,812.10 less P75,500 (proceeds of foreclosure) is P175,312.10,

VOL. 600, SEPTEMBER 18, 2009 407

de-escalation clause that would authorize a reduction in

appellate court, even with a de-escalation clause, no matter

408 SUPREME COURT REPORTS ANNOTATED

We repeated this rule in the 1994 case of PNB v. CA and

the increased interest rates is no different from the

24 G.R. No. 107569, November 8, 1994, 238 SCRA 20.