LICAROS vs. GATMAITAN [2001]

doctrine

The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly." Under our Rules of Court, it is mandated that "(I)n the construction of an instrument where there are several provisions or particulars, such a construction is, if possible, to be adopted as will give effect to all." Contracts should be so construed as to harmonize and give effect to the different provisions thereof.

contested provision

"WHEREAS, the parties herein have come to an agreement on the nature, form and extent of their mutual prestations which hey now record herein with the express conformity of the third parties concerned"  

facts

·          The Anglo-Asean Bank is a bank somewhere in Cat Heaven which receive fund placements from different parts of the world and invest such deposits in money market placements in HK, Europe and the United States.

·          Licaros decided to make a fund placement (USD 150K) with said bank sometime in the 1980's. Licaros encountered tremendous difficulties in retrieving the investments he had put in.

·          Licaros then decide to seek the counsel of Antonio P. Gatmaitan (banker). Gatmaitan voluntarily offered to assume the payment of Anglo-Asean's indebtedness to Licaros subject to certain terms and conditions. The two executed a notarized MOA. Gatmaitan presented to Anglo-Asean the MOA for the purpose of collecting. No formal response was ever made by said bank.

·          Gatmaitan did not bother anymore to make good his promise to pay Licaros the PN. Licaros felt that he had a right to collect on the basis of the PN regardless of the outcome of Gatmaitan's recovery efforts.

lower courts

·          RTC found Gatmaitan liable under the MOA and PN for P3,150K plus 12% interest pa. (assignment of credit.

·          CA reversed and held that Gatmaitan did not at any point become obligated to pay to Licaros the amount stated in the PN.   (conventional subrogation)

petitioner arguments

1.        MOA did not create a new obligation and, as such, the same cannot be a conventional subrogation;

2.        the consent of Anglo-Asean Bank was not necessary for the validity of the MOA;

3.        assuming that such consent was necessary, respondent failed to secure the same as was incumbent upon him;

4.        respondent himself admitted that the transaction was one of assignment of credit.

issue: Whether the MOA is one of assignment of credit or one of conventional subrogation.

difference of assignment of credit and conventional subrogation

Assignment of Credit	Conventional Subrogation
process of transferring the right of the assignor to the assignee who would then have the right to proceed against the debtor.	transfer of all the rights of the creditor to a third person, who substitutes him in all his rights.
Debtor’s consent is not necessary	Debtor’s consent is necessary
nullity of an old obligation may be cured by subrogation, such that a new obligation will be perfectly valid	nullity of an obligation is not remedied by the assignment of the creditor's right to another.

moa was a conventional subrogation (whereas clause and “with our conforme”)

·          Gatmaitan and Licaros had intended to treat their agreement as one of conventional subrogation:  "WHEREAS, the parties herein have come to an agreement on the nature, form and extent of their mutual prestations which hey now record herein with the express conformity of the third parties concerned"  

·          Had the intention been merely to confer the status of a mere "assignee", there is simply no sense for them to have stipulated that the same is conditioned on the "express conformity" thereto of Anglo-Asean Bank.

·          On the signature page, right under the place reserve for the signatures of Peaches and respondent, there is, typewritten, the words "WITH OUR CONFORME." Under this notation, the words "ANGLO-ASEAN BANK AND TRUST" were written by hand.

·          This provision which contemplates the signed conformity of Anglo-Asean Bank, taken together with the preambulatory clause leads to the conclusion that both parties intended that Anglo-Asean Bank should signify its agreement to the MOA. 

EXTINGUISHMENT Of the old obligation is the effect not the requisite

·          Peaches: Considering that the old obligation of Anglo-Asean Bank was never extinguished under the MOA, it is contended that the same could not be considered as a conventional subrogation.

·          SC: The extinguishment of the old obligation is the effect of the establishment of a contract for conventional subrogation. It is not a requisite without which a contract for conventional subrogation may not be created.  

provisions may not simply be disregarded or dismissed as superfluous

·          Peaches: the preambulatory clause requiring the express conformity of third parties is a mere surplusage which is not necessary to the validity of the agreement.

·          SC: the intention of the parties to treat the MOA as embodying a conventional subrogation is shown not only by the "whereas clause" but also by "WITH OUR CONFORME" reserved for Anglo-Asean Bank. These provisions may not simply be dismissed as superfluous. The various stipulations of a contract shall be interpreted together, attributing to the doubtful ones that sense which may result from all of them taken jointly." It is mandated that "(I)n the construction of an instrument where there are several provisions or particulars, such a construction is, if possible, to be adopted as will give effect to all." Contracts should be so construed as to harmonize and give effect to the different provisions thereof.

irrelevant on who was required of obtaining the consent

Peaches: it was incumbent on the part of the respondent to secure the conformity of Anglo-Asean

SC: irrelevant. The determinative fact is that such consent was not secured by either Peaches or respondent which consequently resulted in the invalidity of the said memo.

use of the word “assignment” during testimony

·          Pet: respondent himself admitted that the transaction was one of assignment of credit in his testimony

·          SC: respondent apparently used the word "assignment" in his testimony in the general sense. Respondent is not a lawyer and as such, he is no so well versed in law that he would be able to distinguish between the concepts of conventional subrogation and of assignment of credit.