Archive for November, 2010


ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This ESCROW AGREEMENT, made and entered into in the ____________, Philippines, by and between _________________, single/married to ____________, of legal age, _________ citizen, and with residence and postal address at ____________, hereinafter called the VENDOR,

– and –

______________________, single/married to __________________,  of legal age and postal address at _______________, hereinafter called the  ESCROW AGENT.

WITNESSETH: THAT-

WHEREAS, under date of _____________, 20___, the VENDOR executed in favor of the VENDEE for the price of ______________PESOS(P_________), Philippine currency, a deed of sale conveying to the latter certain real property situated in _______ and covered by Original/Transfer Certificate of Title No. ____________, which deed of sale, accompanied with the corresponding owner’s duplicate certificate of title and another pertinent papers, has been delivered in escrow to the ESCROW AGENT, the receipt whereof is hereby acknowledged by the latter;

WHEREAS, under date of ____________, 20_____, in fully payment of the agreed purchase price set forth in said deed of sale, the VENDEE has deposited in escrow to the ESCROW AGENT the sum of ____________PESOS (P_________), Philippine currency, the receipt whereof is likewise acknowledged by the latter; and

WHEREAS, for the final consummation of the above transaction the parties hereto have obligated themselves individually to comply with certain conditions more particularly stipulated hereunder;

NOW, THEREFORE, for and in consideration of the premises, and more specifically the mutual commitments herein set forth, the parties hereto have voluntarily agreed and covenanted as follows:

  1. THAT the VENDOR or his duly authorized representative shall take charge of the filing and registration of the aforementioned deed of sale in the proper office of the Register of Deeds after the same shall have been examined by the VENDEE, and, once registration thereof has been accomplished, said VENDOR shall deliver to the ESCROW AGENT a copy of the documents as registered, together with the corresponding certificate of title duly issued in the name of the VENDEE;

 

  1. THAT, upon receipt of the aforementioned title and other papers by the ESCROW AGENT, the latter shall pay to the VENDOR or his duly authorized representative the full amount deposited in escrow, representing the agreed purchase price, and the certificate of title and other pertinent papers turned over to the VENDEE;

 

  1. THAT, if for any reason there should be any legal impediment to bar the registration of the aforementioned deed of sale, it shall be obligation of the ESCROW AGENT to deliver the VENDOR and to the VENDEE all the papers and cash deposit respectively belonging to them held in escrow;

 

  1. (Other conditions and stipulations, if any.)

 

  1. THAT the ESCROW AGENT, cognizant of the foregoing terms and conditions above stipulated, does hereby agree to acts as depository for the VENDOR and the VENDEE, and to discharge the duties and perform the undertaking in accordance therewith; and

 

  1. THAT, the service fee to be due and payable to the ESCROW AGENT in any events shall be for account of the VENDOR.

 

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands at the place first above written on this __________day of ________________, 20 _____

___________________________              ____________________________

Vendee                                                       Vendor

                                      ________________________

                                                Escrow Agent

SIGNED IN THE PRESENCE OF:

_____________________________           _____________________________

ACKNOWLEDGMENT

Republic of the Philippines                        ]

Province of _____________________________ |SS.

City/ Municipality of ____________________)

BEFORE ME, a Notary Public in and for _____________ City, Philippines, this _____ day of _________________, 20____  personally appeared:

          Name                             Res. Cert.             Date/Place Issued

_________________           ____________          ________________

                                                                             ________________

________________             ____________          ________________

                                                                             ________________

all known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged  to me that the same is their free and voluntary act and deed.

IN TESTIMONY WHEREOF, I hereunto set my hand and affix my notarial seal on the date and at the place first above written.

Doc No. _______

Page No._______

Book No. ______

Series of _______

AFORM 0010

LETTER-AGREEMENT RE NON-DISCLOSURE

___ date _______

MS. XYZ

___________________

___________________

                                             Subject:    Non-Disclosure Agreement

Dear Ms. XYZ:

As you perform due diligence on the possible acquisition of _________________, you will have access to and be entrusted with trade secrets and information which is confidential and proprietary to ________________________. This information includes data, concepts and ideas developed and researched at considerable expense and time by _____________________, as well as information regarding the business, methods, technology, clients, customers, and finances of _________________________. You will also have access to and be entrusted with trade secrets and information furnished to _________________________ by its clients, customer, and/or business associates which is of confidential nature and in respect of which ___________________________ has an obligation to keep confidential.

Both during and after the period of performing due diligence:

(1)              You will keep any and all such information confidential and secret; You will not divulge or suggest to any person whatsoever any and all such confidential information;

(2)              You will use your best endeavors to prevent the publication or disclosure of any and all such confidential information.

If you agree to the terms above,  please affix your signature below.

Sincerely,

ABC

          Conforme:

____________________________

XYZ

THIS CASE IS ABOUT A BASIC DOCTRINE IN CIVIL LAW: THAT A PURE OBLIGATION IS DEMANDABLE AT ONCE.

 

READ THE FULL TEXT OF THE DECISION IN jabbulao.com under the category RECENT SUPREME COURT DECISIONS.

 

HONGKONG AND SHANGHAI BANKING CORP., LTD. STAFF RETIREMENT PLAN VS. SPOUSES BEINVENIDO AND EDITHA BROQUEZA (G.R. NO. 178610, 17 NOVEMBER 2010).

 

DOCTRINE:  PURE OBLIGATION IS IMMEDIATELY DEMANDABLE.

 

DIGEST:

 

FACTS:

 

XYZ WAS AN EMPLOYEE OF ABC INC. XYZ OBTAINED CAR LOAN. LATER, XYZ WAS TERMINATED BY ABC INC. ABC INC DEMANDED PAYMENT OF THE BALANCE OF THE CAR LOAN. XYZ SAID THE LOAN IS NOT YET MATURE BECAUSE IT IS TO BE PAID BY INSTALLMENT. ABC INC. FILED COLLECTION CASE AT MTC. MTC RULED  XYZ MUST PAY IMMEDIATELY THE BALANCE BECAUSE SHE CAN NO LONGER AVAIL OF THE INSTALLMENT-PAYMENT BENEFIT FOR EMPLOYEES OF ABC INC. ON APPEAL RTC AFFIRMED MTC DECISION. HOWEVER, C.A.  REVERSED RTC DECISION ON THE GROUND THAT THE LOANS HAVE NOT YET MATURED AND THUS ABC INC HAS NO CAUSE OF ACTION.

 

ISSUE:     

 

WHETHER THE BALANCE OF THE LOAN IS IMMEDIATELY DEMANDABLE.

 

RULING:

 

THE OBLIGATION TO PAY THE CAR LOAN IS A PURE OBLIGATION BECAUSE THE PROMISSORY NOTE DOES NOT SPECIFY A PERIOD. WHEN XYZ  CEASED BEING AN EMPLOYEE OF ABC INC, SHE CAN NO LONGER AVAIL OF THE   BENEFIT OF PAYMENT BY INSTALLMENT. THEREFORE, ABC INC CAN DEMAND IMMEDIATE PMENT.

 

The full ruling of the Supreme Court reads:

 

 

 

The Court’s Ruling 

                The petition is meritorious.  We agree with the rulings of the MeTC and the RTC. 

               

                The Promissory Notes uniformly provide:

PROMISSORY NOTE

P_____                                                                             Makati, M.M. ____ 19__

                FOR VALUE RECEIVED, I/WE _____ jointly and severally promise to pay to THE HSBC RETIREMENT PLAN (hereinafter called the “PLAN”) at its office in the Municipality of Makati, Metro Manila, on or before until fully paid the sum of PESOS ___ (P___) Philippine Currency without discount, with interest from date hereof at the rate of Six per cent (6%) per annum, payable monthly.

                I/WE agree that the PLAN may, upon written notice, increase the interest rate stipulated in this note at any time depending on prevailing conditions.

                I/WE hereby expressly consent to any extensions or renewals hereof for a portion or whole of the principal without notice to the other(s), and in such a case our liability shall remain joint and several.

                In case collection is made by or through an attorney, I/WE jointly and severally agree to pay ten percent (10%) of the amount due on this note (but in no case less than P200.00) as and for attorney’s fees in addition to expenses and costs of suit.

                In case of judicial execution, I/WE hereby jointly and severally waive our rights under the provisions of Rule 39, Section 12 of the Rules of Court.[1][15]

               

                In ruling for HSBCL-SRP, we apply the first paragraph of Article 1179 of the Civil Code:

                Art. 1179.  Every obligation whose performance does not depend upon a future or uncertain event, or upon a past event unknown to the parties, is demandable at once

                x x x. (Emphasis supplied.)

                We affirm the findings of the MeTC and the RTC that there is no date of payment indicated in the Promissory Notes.  The RTC is correct in ruling that since the Promissory Notes do not contain a period, HSBCL-SRP has the right to demand immediate payment.  Article 1179 of the Civil Code applies.  The spouses Broqueza’s obligation to pay HSBCL-SRP is a pure obligation.  The fact that HSBCL-SRP was content with the prior monthly check-off from Editha Broqueza’s salary is of no moment.  Once Editha Broqueza defaulted in her monthly payment, HSBCL-SRP made a demand to enforce a pure obligation.

                In their Answer, the spouses Broqueza admitted that prior to Editha Broqueza’s dismissal from HSBC in December 1993, she “religiously paid the loan amortizations, which HSBC collected through payroll check-off.”[2][16]  A definite amount is paid to HSBCL-SRP on a specific date. Editha Broqueza authorized HSBCL-SRP to make deductions from her payroll until her loans are fully paid.  Editha Broqueza, however, defaulted in her monthly loan payment due to her dismissal.  Despite the spouses Broqueza’s protestations, the payroll deduction is merely a convenient mode of payment and not the sole source of payment for the loans.  HSBCL-SRP never agreed that the loans will be paid only through salary deductions.  Neither did HSBCL-SRP agree that if Editha Broqueza ceases to be an employee of HSBC, her obligation to pay the loans will be suspended.  HSBCL-SRP can immediately demand payment of the loans at anytime because the obligation to pay has no period.  Moreover, the spouses Broqueza have already incurred in default in paying the monthly installments.

                Finally, the enforcement of a loan agreement involves “debtor-creditor relations founded on contract and does not in any way concern employee relations.  As such it should be enforced  through a separate civil action in the regular courts and not before the Labor Arbiter.”[3][17]

                WHEREFORE, we GRANT the petition.  The Decision of the Court of Appeals in CA-G.R. SP No. 62685 promulgated on 30 March 2006 is REVERSED and SET ASIDE.  The decision of Branch 139 of the Regional Trial Court of Makati City in Civil Case No. 00-787, as well as the decision of Branch 61 of the Metropolitan Trial Court of Makati City in Civil Case No. 52400 against the spouses Bienvenido and Editha Broqueza, are AFFIRMEDCosts against respondents.

          SO ORDERED.

                                      ANTONIO T. CARPIO

                                            Associate Justice

WE CONCUR:

                           ANTONIO EDUARDO B. NACHURA            

          Associate Justice

 

DIOSDADO M. PERALTA                           ROBERTO A. ABAD             

         Associate Justice                                        Associate Justice            

 

 

 

 

         

                                           JOSE C. MENDOZA      

                                                Associate Justice                                                             

ATTESTATION

          I attest that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.

                                                     ANTONIO T. CARPIO

                                                                    Associate Justice

                              Chairperson

CERTIFICATION

          Pursuant to Section 13, Article VIII of the Constitution, and the Division  Chairperson’s Attestation, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court’s Division.

                                                                   RENATO C. CORONA

                                                                          Chief Justice

                 


 


[1][15]          CA rollo, p. 59.

[2][16]          CA rollo, p. 50.

[3][17]          NDC Guthrie Plantations, Inc. v. NLRC, 414 Phil. 714, 726-727 (2001).  See also Nestlé        Philippines, Inc. v. NLRC, G.R. No. 85197, 18 March 1991, 195 SCRA 340.