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203164-2016-Tala Realty Services Corp. Inc. v. Banco
203164-2016-Tala Realty Services Corp. Inc. v. Banco
DECISION
JARDELEZA , J : p
In G.R. No. 188302 1 (2012) and the consolidated cases of G.R. Nos. 130088,
131469, 155171, 155201 and 166608 2 (2009), we applied the rule of stare decisis to
deny Banco Filipino's claims for reconveyance of various real properties based on a
trust agreement that we previously declared void in G.R. No. 137533 3 (2002). This
case raises the question of whether Banco Filipino Savings & Mortgage Bank's (Banco
Filipino) complaint for reconveyance in the proceedings below is likewise precluded by
stare decisis and conclusiveness of judgment.
I
On September 5, 1995, Banco Filipino led a complaint 4 with the Regional Trial
Court (RTC) of Manila against Tala Realty Services Corporation, Inc. (Tala Realty) and
the individual petitioners. This was one of the 17 reconveyance cases instituted by
Banco Filipino against Tala Realty covering properties located in different parts of the
Philippines. 5
The complaint alleged that the properties were covered by a trust agreement
between Banco Filipino, as trustor-bene ciary, and Tala Realty, as trustee. The trust
agreement was essentially a sale and lease-back arrangement wherein Banco Filipino
sold various properties to Tala Realty, including the one located in Sta. Cruz, Manila,
while the latter concurrently leased to Banco Filipino the same property for a period of
20 years, renewable for another 20 at the option of Banco Filipino. 6 Banco Filipino
admitted that the purpose of the trust agreement was to "allow more exibility in the
opening of branches and to enable the bank to acquire new branch [sites]," since at that
time, Banco Filipino was concerned about keeping within the 50% capital asset
threshold for banks under the General Banking Act. 7 However, sometime in August
1992, Tala Realty claimed the property for itself and threatened to eject Banco Filipino.
8
II
In resolving this case, the sole determinative issue is whether Banco Filipino can
recover the Sta. Cruz property based on the same trust agreement which we declared
void in G.R. No. 137533. 26 The issue, however, is not novel and has already been
conclusively resolved in both G.R. No. 188302 27 and the consolidated cases of G.R.
Nos. 130088, 131469, 155171, 155201, and 166608. 28 The facts of the present case,
save for the speci c parcel of land being disputed, are identical to those obtaining in
these two decisions. Therefore, the doctrines of stare decisis and conclusiveness of
judgment warrant the granting of the petition.
A
In G.R. No. 188302 29 and G.R. Nos. 130088, 131469, 155171, 155201, and
166608, 30 we applied and extensively quoted the ruling in G.R. No. 137533 31 that the
trust agreement between Banco Filipino and Tala Realty is void and cannot be enforced,
thus:
The Bank alleges that the sale and twenty-year lease of the disputed
property were part of a larger implied trust "warehousing agreement."
Concomitant with this Court's factual nding that the 20-year contract governs
the relations between the parties, we find the Bank's allegation of circumstances
surrounding its execution worthy of credence; the Bank and Tala entered into
contracts of sale and lease back of the disputed property and created an
implied trust "warehousing agreement" for the reconveyance of the property. In
the eyes of the law, however, this implied trust is inexistent and void
for being contrary to law .
xxx xxx xxx
An implied trust could not have been formed between the Bank
and Tala as this Court has held that "where the purchase is made in
violation of an existing statute and in evasion of its express provision,
no trust can result in favor of the party who is guilty of the fraud." . . .
. . . [T]he Bank cannot use the defense of nor seek enforcement of its
alleged implied trust with Tala since its purpose was contrary to law. As
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admitted by the Bank, it "warehoused" its branch site holdings to Tala to enable
it to pursue its expansion program and purchase new branch sites including its
main branch in Makati, and at the same time avoid the real property holdings
limit under Sections 25(a) and 34 of the General Banking Act which it had
already reached. . . .
Clearly, the Bank was well aware of the limitations on its real estate
holdings under the General Banking Act and that its "warehousing agreement"
with Tala was a scheme to circumvent the limitation. Thus, the Bank opted not
to put the agreement in writing and call a spade a spade, but instead phrased its
right to reconveyance of the subject property at any time as a " rst preference to
buy" at the "same transfer price." This arrangement which the Bank claims
to be an implied trust is contrary to law. Thus, while we nd the sale
and lease of the subject property genuine and binding upon the
parties, we cannot enforce the implied trust even assuming the parties
intended to create it . In the words of the Court in the Ramos case, "the courts
will not assist the payor in achieving his improper purpose by enforcing a
resultant trust for him in accordance with the 'clean hands' doctrine." The Bank
cannot thus demand reconveyance of the property based on its
alleged implied trust relationship with Tala . TAIaHE
2. Tala Realty Services Corporation v. Court of Appeals, April 7, 2009, 584 SCRA 63.
3. Tala Realty Services Corporation v. Banco Filipino Savings & Mortgage Bank, November 22,
2002, 392 SCRA 506.
6. Id. at 105-109.
7. Id. at 104-105. See Republic Act No. 337, Sections 25 (a) and 34 (now Section 51 of R.A.
No. 8791 or the General Banking Law of 2000).
8. Id. at 109.
9. Id. at 401-416.
10. Id. at 417.
11. Id. at 461-463.
14. Id. at 72-83. Penned by J. Guevara-Salonga, with whom Roxas and Garcia, JJ. concurred.
15. Id. at 81-82.
38. Cardozo, B. N., THE NATURE OF THE JUDICIAL PROCESS, pp. 33-34.
39. Tan v. Court of Appeals, G.R. No. 142401, August 20, 2001, 363 SCRA 444, 450.
40. Social Security Commission v. Rizal Poultry and Livestock Association, Inc. , G.R. No.
167050, June 1, 2011, 650 SCRA 50, 57.
41. Layos v. Fil-Estate Golf and Development, Inc. , G.R. No. 150470, August 6, 2008, 561
SCRA 75, 105-106 citing Oropeza Marketing Corporation v. Allied Banking
Corporation, G.R. No. 129788, December 3, 2002, 393 SCRA 278, 287.
42. Layos v. Fil-Estate Golf and Development, Inc., supra at 104 citing Calalang v. Register of
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Deeds of Quezon City, G.R. Nos. 76265 & 83280, March 11, 1994, 231 SCRA 88.
43. Tan v. Court of Appeals, supra.
44. Supra note 21.
45. Supra note 22.
46. Supra note 23.
47. Supra note 24.