Villanueva v. CA, G.R. No. 114870

Villanueva v. CA, G.R. No.
114870, May 26, 1995
FACTS:
The disputed lots were originally owned by the spouses Celestino Villanueva and Miguela
Villanueva, acquired by the latter during her husband's sojourn in the United States since 1968. Sometime
in 1975, Miguela Villanueva sought the help of one Jose Viudez, the then Officer-in-Charge of the PVB
branch in Makati if she could obtain a loan from said bank. Jose Viudez told Miguela Villanueva to
surrender the titles of said lots as collaterals. And to further facilitate a bigger loan, Viudez, in connivance
with one Andres Sebastian, swayed Miguela Villanueva to execute a deed of sale covering the two (2)
disputed lots, which she did but without the signature of her husband Celestino. Miguela Villanueva,
however, never got the loan she was expecting. Subsequent attempts to contact Jose Viudez proved futile,
until Miguela Villanueva thereafter found out that new titles over the two (2) lots were already issued in
the name of the PVB. It appeared upon inquiry from the Registry of Deeds that the original titles of these
lots were canceled and new ones were issued to Jose Viudez, which in turn were again canceled and new
titles issued in favor of Andres Sebastian, until finally new titles were issued in the name of PVB after the
lots were foreclosed for failure to pay the loan granted in the name of Andres Sebastian.
Miguela Villanueva sought to repurchase the lots from the PVB after being informed that the lots
were about to be sold at auction. The PVB told her that she can redeem the lots for the price of
P110,416.00. Negotiations for the repurchase of the lots nevertheless were stalled by the filing of
liquidation proceedings against the PVB on August of 1985.
Plaintiff-appellant Ong expounds on his claim over the disputed lots wherein he offered to
purchase two pieces of Land that had been acquired by PVB through foreclosure. While appellant was
abroad, PVB approved his subject offer under Board Resolution No. 10901-84. When appellant returned
to the country, he immediately verified the status of his offer with PVB, now under the control of CB,
where he was informed that the same had already been approved. On 16 April 1985, appellant formally
informed CB of his desire to pay the subject balance provided the bank should execute in his favor the
corresponding deed of conveyance. The letter was not answered.
On 17 September 1987, plaintiff-appellant through his counsel, sent a letter to CB demanding for
the latter to execute the corresponding deed of conveyance in favor of appellant. CB did not bother to
answer the same. Hence, the instant case.
ISSUE(S):
WON Ong’s offer to purchase the subject lots is valid.
RULING:
NO.
It must be recalled that the PVB was placed under receivership pursuant to the MB Resolution of
3 April 1985 after a finding that it was insolvent, illiquid, and could not operate profitably, and that its
continuance in business would involve probable loss to its depositors and creditors. The PVB was then
prohibited from doing business in the Philippines, and the receiver appointed was directed to
"immediately take charge of its assets and liabilities, as expeditiously as possible, collect and gather all
the assets and administer the same for the benefit of its creditors, exercising all the powers necessary for
these purposes.”
Under Article 1323 of the Civil Code, an offer becomes ineffective upon the death, civil
interdiction, insanity, or insolvency of either party before acceptance is conveyed. The contract is not
perfected except by the concurrence of two wills which exist and continue until the moment that they
occur. The contract is not yet perfected at any time before acceptance is conveyed; hence, the
disappearance of either party or his loss of capacity before perfection prevents the contractual tie from
being formed.
Where upon the insolvency of a bank a receiver therefor is appointed, the assets of the bank pass
beyond its control into the possession and control of the receiver whose duty it is to administer the assets
for the benefit of the creditors of the bank. Thus, the appointment of a receiver operates to suspend the
authority of the bank and of its directors and officers over its property and effects, such authority being
reposed in the receiver, and in this respect, the receivership is equivalent to an injunction to restrain the
bank officers from intermeddling with the property of the bank in any way.
The insolvency of a bank and the consequent appointment of a receiver restrict the bank's
capacity to act, especially in relation to its property. Applying Article 1323 of the Civil Code, Ong's offer
to purchase the subject lots became ineffective because the PVB became insolvent before the bank's
acceptance of the offer came to his knowledge. Hence, the purported contract of sale between them did
not reach the stage of perfection. Corollary, he cannot invoke the resolution of the bank approving his bid
as basis for his alleged right to buy the disputed properties.

Villanueva v. CA, G.R. No. 114870

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Villanueva v. CA, G.R. No. 114870

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Villanueva v. CA, G.R. No.

114870, May 26, 1995

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