Republic of the Philippines

SUPREME COURT
Manila

THIRD DIVISION

G.R. No. 156132 February 6, 2007

CITIBANK, N.A. (Formerly First National City Bank) and INVESTORS’ FINANCE CORPORATION, doing
business under the name and style of FNCB Finance, Petitioners,
vs.
MODESTA R. SABENIANO, Respondent.

RESOLUTION

CHICO-NAZARIO, J.:

On 16 October 2006, this Court promulgated its

Decision1 in the above-entitled case, the
dispositive portion of which reads –

IN VIEW OF THE FOREGOING, the instant Petition

is PARTLY GRANTED. The assailed Decision of the
Court of Appeals in CA-G.R. No. 51930, dated 26
March 2002, as already modified by its
Resolution, dated 20 November 2002, is hereby
AFFIRMED WITH MODIFICATION, as follows –

1. PNs No. 23356 and 23357 are DECLARED

subsisting and outstanding. Petitioner Citibank is
ORDERED to return to respondent the principal
amounts of the said PNs, amounting to Three
Hundred Eighteen Thousand Eight Hundred
Ninety-Seven Pesos and Thirty-Four Centavos
(₱318,897.34) and Two Hundred Three Thousand
One Hundred Fifty Pesos (₱203,150.00),
respectively, plus the stipulated interest of
Fourteen and a half percent (14.5%) per annum,
beginning 17 March 1977;

2. The remittance of One Hundred Forty-Nine

Thousand Six Hundred Thirty Two US Dollars and
Ninety-Nine Cents (US$149,632.99) from
respondent’s Citibank-Geneva accounts to
petitioner Citibank in Manila, and the application
of the same against respondent’s outstanding
loans with the latter, is DECLARED illegal, null and
void. Petitioner Citibank is ORDERED to refund to
respondent the said amount, or its equivalent in
Philippine currency using the exchange rate at
the time of payment, plus the stipulated interest
for each of the fiduciary placements and current
accounts involved, beginning 26 October 1979;

3. Petitioner Citibank is ORDERED to pay

respondent moral damages in the amount of
Three Hundred Thousand Pesos (₱300,000.00);
exemplary damages in the amount of Two
Hundred Fifty Thousand Pesos (₱250,000.00);
and attorney’s fees in the amount of Two
Hundred Thousand Pesos (₱200,000.00); and

4. Respondent is ORDERED to pay petitioner

Citibank the balance of her outstanding loans,
which, from the respective dates of their
maturity to 5 September 1979, was computed to
be in the sum of One Million Sixty-Nine Thousand
Eight Hundred Forty-Seven Pesos and Forty
Centavos (₱1,069,847.40), inclusive of interest.
These outstanding loans shall continue to earn
interest, at the rates stipulated in the
corresponding PNs, from 5 September 1979 until
payment thereof.

Subsequent thereto, respondent Modesta R.

Sabeniano filed an Urgent Motion to Clarify
and/or Confirm Decision with Notice of Judgment
on 20 October 2006; while, petitioners Citibank,
N.A. and FNCB Finance2 filed their Motion for
Partial Reconsideration of the foregoing Decision
on 6 November 2006.

The facts of the case, as determined by this Court

in its Decision, may be summarized as follows.

Respondent was a client of petitioners. She had Sabeniano is a client of Citibank and FNCB
several deposits and market placements with Finance.
petitioners, among which were her savings
account with the local branch of petitioner
Citibank (Citibank-Manila3 ); money market
placements with petitioner FNCB Finance; and
dollar accounts with the Geneva branch of
petitioner Citibank (Citibank-Geneva). At the
same time, respondent had outstanding loans
with petitioner Citibank, incurred at Citibank-
Manila, the principal amounts aggregating to
₱1,920,000.00, all of which had become due and
demandable by May 1979. Despite repeated
demands by petitioner Citibank, respondent
failed to pay her outstanding loans. Thus,
petitioner Citibank used respondent’s deposits
and money market placements to off-set and
liquidate her outstanding obligations, as follows –

Respondent’s outstanding obligation (principal

and interest as of 26 October 1979) ₱
2,156,940.58
Less: Proceeds from respondent’s money
market placements with petitioner FNCB Finance
(principal and interest as of 5 September 1979)
(1,022,916.66)
Deposits in respondent’s bank accounts
with petitioner Citibank (31,079.14)
Proceeds of respondent’s money market
placements and dollar accounts with Citibank-
Geneva (peso equivalent as of 26 October 1979)
(1,102,944.78)
Balance of respondent’s obligation Sabeniano denies having outstanding loans with
petitioner Citibank
₱ 0.00
Respondent, however, denied having any
outstanding loans with petitioner Citibank. She
likewise denied that she was duly informed of the
off-setting or compensation thereof made by
petitioner Citibank using her deposits and money
market placements with petitioners. Hence,
respondent sought to recover her deposits and
money market placements.
Respondent instituted a complaint for Sabeniano filed a complaint against Citibank.
"Accounting, Sum of Money and Damages"
against petitioners, docketed as Civil Case No.
11336, before the Regional Trial Court (RTC) of
Makati City. After trial proper, which lasted for a
decade, the RTC rendered a Decision4 on 24
August 1995, the dispositive portion of which
reads –

WHEREFORE, in view of all the foregoing,

decision is hereby rendered as follows:

(1) Declaring as illegal, null and void the setoff RTC ruled that Citibank’s action as illegal and
effected by the defendant Bank [petitioner ordered them to refund the said amount to
Citibank] of plaintiff’s [respondent Sabeniano] Sabeniano with legal interest. It also held that
dollar deposit with Citibank, Switzerland, in the Sabeniano is indebted to Citbiank in the amount
amount of US$149,632.99, and ordering the said of 1,069,847.40
defendant [petitioner Citibank] to refund the said
amount to the plaintiff with legal interest at the
rate of twelve percent (12%) per annum,
compounded yearly, from 31 October 1979 until
fully paid, or its peso equivalent at the time of
payment;

(2) Declaring the plaintiff [respondent Sabeniano]

indebted to the defendant Bank [petitioner
Citibank] in the amount of ₱1,069,847.40 as of 5
September 1979 and ordering the plaintiff
[respondent Sabeniano] to pay said amount,
however, there shall be no interest and penalty
charges from the time the illegal setoff was
effected on 31 October 1979;

(3) Dismissing all other claims and counterclaims

interposed by the parties against each other.

Costs against the defendant Bank.

All the parties appealed the afore-mentioned RTC

Decision to the Court of Appeals, docketed as CA-
G.R. CV No. 51930. On 26 March 2002, the
appellate court promulgated its Decision,5 ruling
entirely in favor of respondent, to wit – Both appealed the Decision to the CA, the CA
ruled entirely in favor of Sabeniano.
Wherefore, premises considered, the assailed 24
August 1995 Decision of the court a quo is hereby
AFFIRMED with MODIFICATION, as follows:

1. Declaring as illegal, null and void the set-off

effected by the defendant-appellant Bank of the
plaintiff-appellant’s dollar deposit with Citibank,
Switzerland, in the amount of US$149,632.99,
and ordering defendant-appellant Citibank to
refund the said amount to the plaintiff-appellant
with legal interest at the rate of twelve percent
(12%) per annum, compounded yearly, from 31
October 1979 until fully paid, or its peso
equivalent at the time of payment;

2. As defendant-appellant Citibank failed to

establish by competent evidence the alleged
indebtedness of plaintiff-appellant, the set-off of
₱1,069,847.40 in the account of Ms. Sabeniano is
hereby declared as without legal and factual
basis;

3. As defendants-appellants failed to account the

following plaintiff-appellant’s money market
placements, savings account and current
accounts, the former is hereby ordered to return
the same, in accordance with the terms and
conditions agreed upon by the contending parties
as evidenced by the certificates of investments,
to wit:

(i) Citibank NNPN Serial No. 023356 (Cancels and

Supersedes NNPN No. 22526) issued on 17 March
1977, ₱318,897.34 with 14.50% interest p.a.;

(ii) Citibank NNPN Serial No. 23357 (Cancels and

Supersedes NNPN No. 22528) issued on 17 March
1977, ₱203,150.00 with 14.50 interest p.a.;

(iii) FNCB NNPN Serial No. 05757 (Cancels and

Supersedes NNPN No. 04952), issued on 02 June
1977, ₱500,000.00 with 17% interest p.a.;

(iv) FNCB NNPN Serial No. 05758 (Cancels and

Supersedes NNPN No. 04962), issued on 02 June
1977, ₱500,000.00 with 17% interest per annum;

(v) The Two Million (₱2,000,000.00) money

market placements of Ms. Sabeniano with the
Ayala Investment & Development Corporation
(AIDC) with legal interest at the rate of twelve
percent (12%) per annum compounded yearly,
from 30 September 1976 until fully paid;

4. Ordering defendants-appellants to jointly and

severally pay the plaintiff-appellant the sum of
FIVE HUNDRED THOUSAND PESOS (₱500,000.00)
by way of moral damages, FIVE HUNDRED
THOUSAND PESOS (₱500,000.00) as exemplary
damages, and ONE HUNDRED THOUSAND PESOS
(₱100,000.00) as attorney’s fees.

Acting on petitioners’ Motion for Partial

Reconsideration, the Court of Appeals issued a
Resolution,6 dated 20 November 2002, modifying
its earlier Decision, thus –

WHEREFORE, premises considered, the instant

Motion for Reconsideration is PARTIALLY
GRANTED as Sub-paragraph (V) paragraph 3 of
the assailed Decision’s dispositive portion is
hereby ordered DELETED.

The challenged 26 March 2002 Decision of the

Court is AFFIRMED with MODIFICATION.

Since the Court of Appeals Decision, dated 26

March 2002, as modified by the Resolution of the
same court, dated 20 November 2002, was still
principally in favor of respondent, petitioners
filed the instant Petition for Review on Certiorari
under Rule 45 of the Revised Rules of Court. After
giving due course to the instant Petition, this
Court promulgated on 16 October 2006 its
Decision, now subject of petitioners’ Motion for
Partial [Link]

Among the numerous grounds raised by

petitioners in their Motion for Partial
Reconsideration, this Court shall address and
discuss herein only particular points that had not
been considered or discussed in its Decision. Even
in consideration of these points though, this
Court remains unconvinced that it should modify
or reverse in any way its disposition of the case in
its earlier Decision.

As to the off-setting or compensation of

respondent’s outstanding loan balance with her
dollar deposits in Citibank-Geneva

Petitioners’ take exception to the following

findings made by this Court in its Decision, dated
16 October 2006, disallowing the off-setting or
compensation of the balance of respondent’s
outstanding loans using her dollar deposits in
Citibank-Geneva –

Without the Declaration of Pledge, petitioner

Citibank had no authority to demand the
remittance of respondent’s dollar accounts with
Citibank-Geneva and to apply them to her
outstanding loans. It cannot effect legal
compensation under Article 1278 of the Civil
Code since, petitioner Citibank itself admitted
that Citibank-Geneva is a distinct and separate
entity. As for the dollar accounts, respondent was
the creditor and Citibank-Geneva is the debtor;
and as for the outstanding loans, petitioner
Citibank was the creditor and respondent was the
debtor. The parties in these transactions were
evidently not the principal creditor of each other.

Petitioners maintain that respondent’s

Declaration of Pledge, by virtue of which she
supposedly assigned her dollar accounts with
Citibank-Geneva as security for her loans with
petitioner Citibank, is authentic and, thus, valid
and binding upon respondent. Alternatively,
petitioners aver that even without said
Declaration of Pledge, the off-setting or
compensation made by petitioner Citibank using
respondent’s dollar accounts with Citibank-
Geneva to liquidate the balance of her
outstanding loans with Citibank-Manila was
expressly authorized by respondent herself in the
promissory notes (PNs) she signed for her loans,
as well as sanctioned by Articles 1278 to 1290 of
the Civil Code. This alternative argument is
anchored on the premise that all branches of They aver that all Citibank branches share the
petitioner Citibank in the Philippines and abroad same juridical personality.
are part of a single worldwide corporate entity
and share the same juridical personality. In
connection therewith, petitioners deny that they
ever admitted that Citibank-Manila and Citibank-
Geneva are distinct and separate entities.
Petitioners call the attention of this Court to the
following provision found in all of the PNs7
executed by respondent for her loans –

At or after the maturity of this note, or when

same becomes due under any of the provisions
hereof, any money, stocks, bonds, or other
property of any kind whatsoever, on deposit or
otherwise, to the credit of the undersigned on
the books of CITIBANK, N.A. in transit or in their
possession, may without notice be applied at the
discretion of the said bank to the full or partial
payment of this note.

It is the petitioners’ contention that the term

"Citibank, N.A." used therein should be deemed
to refer to all branches of petitioner Citibank in
the Philippines and abroad; thus, giving
petitioner Citibank the authority to apply as
payment for the PNs even respondent’s dollar
accounts with Citibank-Geneva. Still proceeding
from the premise that all branches of petitioner
Citibank should be considered as a single entity,
then it should not matter that the respondent
obtained the loans from Citibank-Manila and her
deposits were with Citibank-Geneva. Respondent
should be considered the debtor (for the loans)
and creditor (for her deposits) of the same entity,
petitioner Citibank. Since petitioner Citibank and
respondent were principal creditors of each
other, in compliance with the requirements
under Article 1279 of the Civil Code,8 then the
former could have very well used off-setting or
compensation to extinguish the parties’
obligations to one another. And even without the
PNs, off-setting or compensation was still
authorized because according to Article 1286 of
the Civil Code, "Compensation takes place by
operation of law, even though the debts may be
payable at different places, but there shall be an
indemnity for expenses of exchange or
transportation to the place of payment."

Pertinent provisions of Republic Act No. 8791,

otherwise known as the General Banking Law of
2000, governing bank branches are reproduced
below –

SEC. 20. Bank Branches. – Universal or

commercial banks may open branches or other
offices within or outside the Philippines upon
prior approval of the Bangko Sentral.

Branching by all other banks shall be governed by

pertinent laws.

A bank may, subject to prior approval of the

Monetary Board, use any or all of its branches as
outlets for the presentation and/or sale of the
financial products of its allied undertaking or its
investment house units.

A bank authorized to establish branches or other

offices shall be responsible for all business
conducted in such branches and offices to the
same extent and in the same manner as though
such business had all been conducted in the head
office. A bank and its branches and offices shall
be treated as one unit.

xxxx

SEC. 72. Transacting Business in the Philippines. –

The entry of foreign banks in the Philippines
through the establishment of branches shall be
governed by the provisions of the Foreign Banks
Liberalization Act.

The conduct of offshore banking business in the

Philippines shall be governed by the provisions of
Presidential Decree No. 1034, otherwise known
as the "Offshore Banking System Decree."

xxxx

SEC. 74. Local Branches of Foreign Banks. – In

case of a foreign bank which has more than one
(1) branch in the Philippines, all such branches
shall be treated as one (1) unit for the purpose of
this Act, and all references to the Philippine
branches of foreign banks shall be held to refer to
such units.

SEC. 75. Head Office Guarantee. – In order to

provide effective protection of the interests of
the depositors and other creditors of Philippine
branches of a foreign bank, the head office of
such branches shall fully guarantee the prompt
payment of all liabilities of its Philippine branch.

Residents and citizens of the Philippines who are

creditors of a branch in the Philippines of a
foreign bank shall have preferential rights to the
assets of such branch in accordance with existing
laws.

Republic Act No. 7721, otherwise known as the

Foreign Banks Liberalization Law, lays down the
policies and regulations specifically concerning
the establishment and operation of local
branches of foreign banks. Relevant provisions of
the said statute read –

Sec. 2. Modes of Entry. - The Monetary Board

may authorize foreign banks to operate in the
Philippine banking system through any of the
following modes of entry: (i) by acquiring,
purchasing or owning up to sixty percent (60%) of
the voting stock of an existing bank; (ii) by
investing in up to sixty percent (60%) of the
voting stock of a new banking subsidiary
incorporated under the laws of the Philippines; or
(iii) by establishing branches with full banking
authority: Provided, That a foreign bank may
avail itself of only one (1) mode of entry:
Provided, further, That a foreign bank or a
Philippine corporation may own up to a sixty
percent (60%) of the voting stock of only one (1)
domestic bank or new banking subsidiary.

Sec. 5. Head Office Guarantee. - The head office

of foreign bank branches shall guarantee prompt
payment of all liabilities of its Philippine
branches.

It is true that the afore-quoted Section 20 of the

General Banking Law of 2000 expressly states
that the bank and its branches shall be treated as
one unit. It should be pointed out, however, that
the said provision applies to a universal9 or
commercial bank,10 duly established and
organized as a Philippine corporation in
accordance with Section 8 of the same statute,11
and authorized to establish branches within or
outside the Philippines.

The General Banking Law of 2000, however, does

not make the same categorical statement as
regards to foreign banks and their branches in
the Philippines. What Section 74 of the said law
provides is that in case of a foreign bank with
several branches in the country, all such branches
shall be treated as one unit. As to the relations
between the local branches of a foreign bank and
its head office, Section 75 of the General Banking
Law of 2000 and Section 5 of the Foreign Banks
Liberalization Law provide for a "Home Office
Guarantee," in which the head office of the
foreign bank shall guarantee prompt payment of
all liabilities of its Philippine branches. While the
Home Office Guarantee is in accord with the
principle that these local branches, together with
its head office, constitute but one legal entity, it
does not necessarily support the view that said
principle is true and applicable in all
circumstances.

The Home Office Guarantee is included in

Philippine statutes clearly for the protection of
the interests of the depositors and other
creditors of the local branches of a foreign
bank.12 Since the head office of the bank is
located in another country or state, such a
guarantee is necessary so as to bring the head
office within Philippine jurisdiction, and to hold
the same answerable for the liabilities of its
Philippine branches. Hence, the principle of the
singular identity of that the local branches and
the head office of a foreign bank are more often
invoked by the clients in order to establish the
accountability of the head office for the liabilities
of its local branches. It is under such attendant
circumstances in which the American authorities
and jurisprudence presented by petitioners in
their Motion for Partial Reconsideration were
rendered.

Now the question that remains to be answered is

whether the foreign bank can use the principle
for a reverse purpose, in order to extend the
liability of a client to the foreign bank’s Philippine
branch to its head office, as well as to its
branches in other countries. Thus, if a client
obtains a loan from the foreign bank’s Philippine
branch, does it absolutely and automatically
make the client a debtor, not just of the
Philippine branch, but also of the head office and
all other branches of the foreign bank around the The Supreme Court held that if one obtains a loan
world? This Court rules in the negative. from the foreign bank’s Philippine branch, it does
not absolutely and automatically make the client
There being a dearth of Philippine authorities and also a debtor of the head office and all other
jurisprudence on the matter, this Court, just as branches of the foreign bank around the world.
what petitioners have done, turns to American
authorities and jurisprudence. American
authorities and jurisprudence are significant
herein considering that the head office of
petitioner Citibank is located in New York, United
States of America (U.S.A.).

Unlike Philippine statutes, the American

legislation explicitly defines the relations among
foreign branches of an American bank. Section 25
of the United States Federal Reserve Act13 states
that –

Every national banking association operating

foreign branches shall conduct the accounts of
each foreign branch independently of the
accounts of other foreign branches established
by it and of its home office, and shall at the end
of each fiscal period transfer to its general ledger
the profit or loss accrued at each branch as a
separate item.

Contrary to petitioners’ assertion that the

accounts of Citibank-Manila and Citibank-Geneva
should be deemed as a single account under its
head office, the foregoing provision mandates
that the accounts of foreign branches of an
American bank shall be conducted independently
of each other. Since the head office of petitioner
Citibank is in the U.S.A., then it is bound to treat
its foreign branches in accordance with the said
provision. It is only at the end of its fiscal period
that the bank is required to transfer to its general
ledger the profit or loss accrued at each branch,
but still reporting it as a separate item. It is by
virtue of this provision that the Circuit Court of
Appeals of New York declared in Pan-American
Bank and Trust Co. v. National City Bank of New
York14 that a branch is not merely a teller’s
window; it is a separate business entity.

The circumstances in the case of McGrath v.

Agency of Chartered Bank of India, Australia &
China15 are closest to the one at bar. In said
case, the Chartered Bank had branches in several
countries, including one in Hamburg, Germany
and another in New York, U.S.A., and yet another
in London, United Kingdom. The New York branch
entered in its books credit in favor of four
German firms. Said credit represents collections
made from bills of exchange delivered by the four
German firms. The same four German firms
subsequently became indebted to the Hamburg
branch. The London branch then requested for
the transfer of the credit in the name of the
German firms from the New York branch so as to
be applied or setoff against the indebtedness of
the same firms to the Hamburg branch. One of
the question brought before the U.S. District
Court of New York was "whether or not the debts
and the alleged setoffs thereto are mutual,"
which could be answered by determining first
whether the New York and Hamburg branches of
Chartered Bank are individual business entities or
are one and the same entity. In denying the right
of the Hamburg branch to setoff, the U.S. District
Court ratiocinated that –

The structure of international banking houses

such as Chartered bank defies one rigorous
description. Suffice it to say for present analysis,
branches or agencies of an international bank
have been held to be independent entities for a
variety of purposes (a) deposits payable only at
branch where made; Mutaugh v. Yokohama
Specie Bank, Ltd., 1933, 149 Misc. 693, 269 N.Y.S.
65; Bluebird Undergarment Corp. v. Gomez,
1931, 139 Misc. 742, 249 N.Y.S. 319; (b) checks
need be honored only when drawn on branch
where deposited; Chrzanowska v. Corn Exchange
Bank, 1916, 173 App. Div. 285, 159 N.Y.S. 385,
affirmed 1919, 225 N.Y. 728, 122 N.E. 877;
subpoena duces tecum on foreign bank’s record
barred; In re Harris, D.C.S.D.N.Y. 1939, 27 F. Supp.
480; (d) a foreign branch separate for collection
of forwarded paper; Pan-American Bank and
Trust Company v. National City Bank of New York,
2 Cir., 1925, 6 F. 2d 762, certiorari denied 1925,
269 U.S. 554, 46 S. Ct. 18, 70 L. Ed. 408. Thus in
law there is nothing innately unitary about the
organization of international banking institutions.

Defendant, upon its oral argument and in its

brief, relies heavily on Sokoloff v. National City
Bank of New York, 1928, 250 N.Y. 69, 164 N.E.
745, as authority for the proposition that
Chartered Bank, not the Hamburg or New York
Agency, is ultimately responsible for the amounts
owing its German customers and, conversely, it is
to Chartered Bank that the German firms owe
their obligations. The Sokoloff case, aside from its
violently different fact situation, is centered on
the legal problem of default of payment and
consequent breach of contract by a branch bank.
It does not stand for the principle that in every
instance an international bank with branches is
but one legal entity for all purposes. The
defendant concedes in its brief (p. 15) that there
are purposes for which the various agencies and
branches of Chartered Bank may be treated in
law as separate entities. I fail to see the
applicability of Sokoloff either as a guide to or
authority for the resolution of this problem. The
facts before me and the cases catalogued supra
lend weight to the view that we are dealing here
with Agencies independent of one another.
xxxx

I hold that for instant purposes the Hamburg

Agency and defendant were independent
business entities, and the attempted setoff may
not be utilized by defendant against its debt to
the German firms obligated to the Hamburg
Agency.

Going back to the instant Petition, although this

Court concedes that all the Philippine branches of
petitioner Citibank should be treated as one unit Only Philippine Citibank branches should be
with its head office, it cannot be persuaded to treated as one, it should not include those
declare that these Philippine branches are outside of the country.
likewise a single unit with the Geneva branch. It
would be stretching the principle way beyond its
intended purpose.

Therefore, this Court maintains its original

position in the Decision that the off-setting or
compensation of respondent’s loans with
Citibank-Manila using her dollar accounts with
Citibank-Geneva cannot be effected. The parties
cannot be considered principal creditor of the
other. As for the dollar accounts, respondent was
the creditor and Citibank-Geneva was the debtor;
and as for the outstanding loans, petitioner
Citibank, particularly Citibank-Manila, was the
creditor and respondent was the debtor. Since
legal compensation was not possible, petitioner
Citibank could only use respondent’s dollar
accounts with Citibank-Geneva to liquidate her
loans if she had expressly authorized it to do so
by contract.

Respondent cannot be deemed to have

authorized the use of her dollar deposits with
Citibank-Geneva to liquidate her loans with
petitioner Citibank when she signed the PNs16
for her loans which all contained the provision
that –

At or after the maturity of this note, or when

same becomes due under any of the provisions
hereof, any money, stocks, bonds, or other
property of any kind whatsoever, on deposit or
otherwise, to the credit of the undersigned on
the books of CITIBANK, N.A. in transit or in their
possession, may without notice be applied at the
discretion of the said bank to the full or partial
payment of this note.

As has been established in the preceding

discussion, "Citibank, N.A." can only refer to the
local branches of petitioner Citibank together
with its head office. Unless there is any showing
that respondent understood and expressly
agreed to a more far-reaching interpretation, the
reference to Citibank, N.A. cannot be extended to
all other branches of petitioner Citibank all over
the world. Although theoretically, books of the
branches form part of the books of the head
office, operationally and practically, each branch
maintains its own books which shall only be later
integrated and balanced with the books of the
head office. Thus, it is very possible to identify
and segregate the books of the Philippine
branches of petitioner Citibank from those of
Citibank-Geneva, and to limit the authority
granted for application as payment of the PNs to
respondent’s deposits in the books of the former.

Moreover, the PNs can be considered a contract

of adhesion, the PNs being in standard printed
form prepared by petitioner Citibank. Generally,
stipulations in a contract come about after
deliberate drafting by the parties thereto, there
are certain contracts almost all the provisions of
which have been drafted only by one party,
usually a corporation. Such contracts are called
contracts of adhesion, because the only
participation of the party is the affixing of his
signature or his "adhesion" thereto. This being
the case, the terms of such contract are to be
construed strictly against the party which
prepared it.17

As for the supposed Declaration of Pledge of

respondent’s dollar accounts with Citibank-
Geneva as security for the loans, this Court
stands firm on its ruling that the non-production
thereof is fatal to petitioners’ cause in light of
respondent’s claim that her signature on such
document was a forgery. It bears to note that the
original of the Declaration of Pledge is with
Citibank-Geneva, a branch of petitioner Citibank.
As between respondent and petitioner Citibank,
the latter has better access to the document. The
constant excuse forwarded by petitioner Citibank
that Citibank-Geneva refused to return
possession of the original Declaration of Pledge
to Citibank-Manila only supports this Court’s
finding in the preceding paragraphs that the two
branches are actually operating separately and
independently of each other.

Further, petitioners keep playing up the fact that

respondent, at the beginning of the trial, refused
to give her specimen signatures to help establish
whether her signature on the Declaration of
Pledge was indeed forged. Petitioners seem to
forget that subsequently, respondent, on advice
of her new counsel, already offered to cooperate
in whatever manner so as to bring the original
Declaration of Pledge before the RTC for
inspection. The exchange of the counsels for the
opposing sides during the hearing on 24 July 1991
before the RTC reveals the apparent willingness
of respondent’s counsel to undertake whatever
course of action necessary for the production of
the contested document, and the evasive, non-
committal, and uncooperative attitude of
petitioners’ counsel.18

Lastly, this Court’s ruling striking down the

Declaration of Pledge is not entirely based on
respondent’s allegation of forgery. In its Decision,
this Court already extensively discussed why it
found the said Declaration of Pledge highly
suspicious and irregular, to wit –

First of all, it escapes this Court why petitioner

Citibank took care to have the Deeds of
Assignment of the PNs notarized, yet left the
Declaration of Pledge unnotarized. This Court The Declaration of Pledge was unnotarized
would think that petitioner Citibank would take
greater cautionary measures with the
preparation and execution of the Declaration of
Pledge because it involved respondent’s "all
present and future fiduciary placements" with a
Citibank branch in another country, specifically,
in Geneva, Switzerland. While there is no express
legal requirement that the Declaration of Pledge
had to be notarized to be effective, even so, it
could not enjoy the same prima facie
presumption of due execution that is extended to
notarized documents, and petitioner Citibank
must discharge the burden of proving due
execution and authenticity of the Declaration of
Pledge.

Second, petitioner Citibank was unable to

establish the date when the Declaration of Pledge
was actually executed. The photocopy of the There was no date on when it was executed.
Declaration of Pledge submitted by petitioner
Citibank before the RTC was undated. It
presented only a photocopy of the pledge
because it already forwarded the original copy
thereof to Citibank-Geneva when it requested for
the remittance of respondent’s dollar accounts
pursuant thereto. Respondent, on the other
hand, was able to secure a copy of the
Declaration of Pledge, certified by an officer of
Citibank-Geneva, which bore the date 24
September 1979. Respondent, however,
presented her passport and plane tickets to
prove that she was out of the country on the said
date and could not have signed the pledge.
Petitioner Citibank insisted that the pledge was
signed before 24 September 1979, but could not
provide an explanation as to how and why the
said date was written on the pledge. Although
Mr. Tan testified that the Declaration of Pledge
was signed by respondent personally before him,
he could not give the exact date when the said
signing took place. It is important to note that the
copy of the Declaration of Pledge submitted by
the respondent to the RTC was certified by an
officer of Citibank-Geneva, which had possession
of the original copy of the pledge. It is dated 24
September 1979, and this Court shall abide by
the presumption that the written document is
truly dated. Since it is undeniable that
respondent was out of the country on 24
September 1979, then she could not have
executed the pledge on the said date.

Third, the Declaration of Pledge was irregularly It was also filled-out irregularly.
filled-out. The pledge was in a standard printed
form. It was constituted in favor of Citibank, N.A.,
otherwise referred to therein as the Bank. It
should be noted, however, that in the space
which should have named the pledgor, the name
of petitioner Citibank was typewritten, to wit –

The pledge right herewith constituted shall

secure all claims which the Bank now has or in
the future acquires against Citibank, N.A., Manila
(full name and address of the Debtor), regardless
of the legal cause or the transaction (for example
current account, securities transactions,
collections, credits, payments, documentary
credits and collections) which gives rise thereto,
and including principal, all contractual and
penalty interest, commissions, charges, and
costs.

The pledge, therefore, made no sense, the

pledgor and pledgee being the same entity. Was
a mistake made by whoever filled-out the form?
Yes, it could be a possibility. Nonetheless,
considering the value of such a document, the
mistake as to a significant detail in the pledge
could only be committed with gross carelessness
on the part of petitioner Citibank, and raised
serious doubts as to the authenticity and due
execution of the same. The Declaration of Pledge
had passed through the hands of several bank
officers in the country and abroad, yet,
surprisingly and implausibly, no one noticed such
a glaring mistake.

Lastly, respondent denied that it was her

signature on the Declaration of Pledge. She
claimed that the signature was a forgery. When a
document is assailed on the basis of forgery, the
best evidence rule applies –

Basic is the rule of evidence that when the

subject of inquiry is the contents of a document,
no evidence is admissible other than the original
document itself except in the instances
mentioned in Section 3, Rule 130 of the Revised
Rules of Court. Mere photocopies of documents
are inadmissible pursuant to the best evidence
rule. This is especially true when the issue is that
of forgery.

As a rule, forgery cannot be presumed and must

be proved by clear, positive and convincing
evidence and the burden of proof lies on the
party alleging forgery. The best evidence of a
forged signature in an instrument is the
instrument itself reflecting the alleged forged
signature. The fact of forgery can only be
established by a comparison between the alleged
forged signature and the authentic and genuine
signature of the person whose signature is
theorized upon to have been forged. Without the
original document containing the alleged forged
signature, one cannot make a definitive
comparison which would establish forgery. A
comparison based on a mere xerox copy or
reproduction of the document under controversy
cannot produce reliable results.
Respondent made several attempts to have the
original copy of the pledge produced before the
RTC so as to have it examined by experts. Yet,
despite several Orders by the RTC, petitioner
Citibank failed to comply with the production of
the original Declaration of Pledge. It is admitted
that Citibank-Geneva had possession of the
original copy of the pledge. While petitioner
Citibank in Manila and its branch in Geneva may
be separate and distinct entities, they are still
incontestably related, and between petitioner
Citibank and respondent, the former had more
influence and resources to convince Citibank-
Geneva to return, albeit temporarily, the original
Declaration of Pledge. Petitioner Citibank did not
present any evidence to convince this Court that
it had exerted diligent efforts to secure the
original copy of the pledge, nor did it proffer the
reason why Citibank-Geneva obstinately refused
to give it back, when such document would have
been very vital to the case of petitioner Citibank.
There is thus no justification to allow the
presentation of a mere photocopy of the
Declaration of Pledge in lieu of the original, and
the photocopy of the pledge presented by
petitioner Citibank has nil probative value. In
addition, even if this Court cannot make a
categorical finding that respondent’s signature on
the original copy of the pledge was forged, it is
persuaded that petitioner Citibank willfully
suppressed the presentation of the original
document, and takes into consideration the
presumption that the evidence willfully
suppressed would be adverse to petitioner
Citibank if produced.

As far as the Declaration of Pledge is concerned,

petitioners failed to submit any new evidence or
argument that was not already considered by this
Court when it rendered its Decision.

As to the value of the dollar deposits in Citibank-

Geneva ordered refunded to respondent

In case petitioners are still ordered to refund to

respondent the amount of her dollar accounts
with Citibank-Geneva, petitioners beseech this
Court to adjust the nominal values of
respondent’s dollar accounts and/or her overdue
peso loans by using the values of the currencies Petitioners want the values to be adjusted
stipulated at the time the obligations were because of said extraordinary inflation, invoking
established in 1979, to address the alleged Article 1250 of the Civil Code.
inequitable consequences resulting from the
extreme and extraordinary devaluation of the
Philippine currency that occurred in the course of
the Asian crisis of 1997. Petitioners base their
request on Article 1250 of the Civil Code which
reads, "In case an extraordinary inflation or
deflation of the currency stipulated should
supervene, the value of the currency at the time
of the establishment of the obligation shall be the
basis of payment, unless there is an agreement to
the contrary."
It is well-settled that Article 1250 of the Civil
Code becomes applicable only when there is
extraordinary inflation or deflation of the
currency. Inflation has been defined as the sharp
increase of money or credit or both without a
corresponding increase in business transaction.
There is inflation when there is an increase in the
volume of money and credit relative to available
goods resulting in a substantial and continuing
rise in the general price level.19 In Singson v.
Caltex (Philippines), Inc.,20 this Court already
provided a discourse as to what constitutes as
extraordinary inflation or deflation of currency,
thus –

We have held extraordinary inflation to exist

when there is a decrease or increase in the
purchasing power of the Philippine currency
which is unusual or beyond the common
fluctuation in the value of said currency, and such
increase or decrease could not have been
reasonably foreseen or was manifestly beyond
the contemplation of the parties at the time of
the establishment of the obligation.

An example of extraordinary inflation, as cited by

the Court in Filipino Pipe and Foundry An example of extraordinary inflation is that
Corporation vs. NAWASA, supra, is that which which happened to Deutschmark in 1920.
happened to the deutschmark in 1920. Thus:

"More recently, in the 1920s, Germany

experienced a case of hyperinflation. In early
1921, the value of the German mark was 4.2 to
the U.S. dollar. By May of the same year, it had
stumbled to 62 to the U.S. dollar. And as prices
went up rapidly, so that by October 1923, it had
reached 4.2 trillion to the U.S. dollar!" (Bernardo
M. Villegas & Victor R. Abola, Economics, An
Introduction [Third Edition]).

As reported, "prices were going up every week,

then every day, then every hour. Women were
paid several times a day so that they could rush
out and exchange their money for something of
value before what little purchasing power was
left dissolved in their hands. Some workers tried
to beat the constantly rising prices by throwing
their money out of the windows to their waiting
wives, who would rush to unload the nearly a
worthless paper. A postage stamp cost millions of
marks and a loaf of bread, billions." (Sidney
Rutberg, "The Money Balloon", New York: Simon
and Schuster, 1975, p. 19, cited in "Economics, An
Introduction" by Villegas & Abola, 3rd ed.)

The supervening of extraordinary inflation is

never assumed. The party alleging it must lay
down the factual basis for the application of
Article 1250.

Thus, in the Filipino Pipe case, the Court

acknowledged that the voluminous records and
statistics submitted by plaintiff-appellant proved
that there has been a decline in the purchasing
power of the Philippine peso, but this downward
fall cannot be considered "extraordinary" but was
simply a universal trend that has not spared our
country. Similarly, in Huibonhoa vs. Court of
Appeals, the Court dismissed plaintiff-appellant's
unsubstantiated allegation that the Aquino
assassination in 1983 caused building and
construction costs to double during the period
July 1983 to February 1984. In Serra vs. Court of
Appeals, the Court again did not consider the
decline in the peso's purchasing power from 1983
to 1985 to be so great as to result in an
extraordinary inflation.

Like the Serra and Huibonhoa cases, the instant

case also raises as basis for the application of
Article 1250 the Philippine economic crisis in the
early 1980s --- when, based on petitioner's
evidence, the inflation rate rose to 50.34% in
1984. We hold that there is no legal or factual
basis to support petitioner's allegation of the
existence of extraordinary inflation during this
period, or, for that matter, the entire time frame
of 1968 to 1983, to merit the adjustment of the
rentals in the lease contract dated July 16, 1968.
Although by petitioner's evidence there was a
decided decline in the purchasing power of the
Philippine peso throughout this period, we are
hard put to treat this as an "extraordinary
inflation" within the meaning and intent of Article
1250.

Rather, we adopt with approval the following

observations of the Court of Appeals on
petitioner's evidence, especially the NEDA
certification of inflation rates based on consumer
price index:

xxx (a) from the period 1966 to 1986, the official

inflation rate never exceeded 100% in any single
year; (b) the highest official inflation rate
recorded was in 1984 which reached only
50.34%; (c) over a twenty one (21) year period,
the Philippines experienced a single-digit inflation
in ten (10) years (i.e., 1966, 1967, 1968, 1969,
1975, 1976, 1977, 1978, 1983 and 1986); (d) in
other years (i.e., 1970, 1971, 1972, 1973, 1974,
1979, 1980, 1981, 1982, 1984 and 1989) when
the Philippines experienced double-digit inflation
rates, the average of those rates was only
20.88%; (e) while there was a decline in the
purchasing power of the Philippine currency from
the period 1966 to 1986, such cannot be
considered as extraordinary; rather, it is a normal
erosion of the value of the Philippine peso which
is a characteristic of most currencies.

"Erosion" is indeed an accurate description of the Erosion is distinct from extraordinary inflation or
trend of decline in the value of the peso in the deflation.
past three to four decades. Unfortunate as this
trend may be, it is certainly distinct from the
phenomenon contemplated by Article 1250.
Moreover, this Court has held that the effects of
extraordinary inflation are not to be applied
without an official declaration thereof by
competent authorities.

The burden of proving that there had been

extraordinary inflation or deflation of the
currency is upon the party that alleges it. Such
circumstance must be proven by competent
evidence, and it cannot be merely assumed. In
this case, petitioners presented no proof as to
how much, for instance, the price index of goods
and services had risen during the intervening
period.21 All the information petitioners
provided was the drop of the U.S. dollar-
Philippine peso exchange rate by 17 points from
June 1997 to January 1998. While the said figure
was based on the statistics of the Bangko Sentral
ng Pilipinas (BSP), it is also significant to note that
the BSP did not categorically declare that the
same constitute as an extraordinary inflation. The
existence of extraordinary inflation must be
officially proclaimed by competent authorities,
and the only competent authority so far
recognized by this Court to make such an official
proclamation is the BSP.22

Neither can this Court, by merely taking judicial

notice of the Asian currency crisis in 1997,
already declare that there had been
extraordinary inflation. It should be recalled that
the Philippines likewise experienced economic
crisis in the 1980s, yet this Court did not find that
extraordinary inflation took place during the said
period so as to warrant the application of Article
1250 of the Civil Code.

Furthermore, it is incontrovertible that Article

1250 of the Civil Code is based on equitable
considerations. Among the maxims of equity are
(1) he who seeks equity must do equity, and (2)
he who comes into equity must come with clean
hands. The latter is a frequently stated maxim
which is also expressed in the principle that he
who has done inequity shall not have equity.23
Petitioner Citibank, hence, cannot invoke Article
1250 of the Civil Code because it does not come
to court with clean hands. The delay in the
recovery24 by respondent of her dollar accounts
with Citibank-Geneva was due to the unlawful act
of petitioner Citibank in using the same to
liquidate respondent’s loans. Petitioner Citibank
even attempted to justify the off-setting or
compensation of respondent’s loans using her
dollar accounts with Citibank-Geneva by the
presentation of a highly suspicious and irregular,
and even possibly forged, Declaration of Pledge.

The damage caused to respondent of the

deprivation of her dollar accounts for more than
two decades is unquestionably relatively more
extensive and devastating, as compared to
whatever damage petitioner Citibank, an
international banking corporation with
undoubtedly substantial capital, may have
suffered for respondent’s non-payment of her
loans. It must also be remembered that
petitioner Citibank had already considered
respondent’s loans paid or liquidated by 26
October 1979 after it had fully effected
compensation thereof using respondents
deposits and money market placements. All this
time, respondent’s dollar accounts are unlawfully
in the possession of and are being used by
petitioner Citibank for its business transactions.
In the meantime, respondent’s businesses failed
and her properties were foreclosed because she
was denied access to her funds when she needed
them most. Taking these into consideration,
respondent’s dollar accounts with Citibank-
Geneva must be deemed to be subsisting and
continuously deposited with petitioner Citibank
all this while, and will only be presently
withdrawn by respondent. Therefore, petitioner
Citibank should refund to respondent the U.S.
$149,632.99 taken from her Citibank-Geneva
accounts, or its equivalent in Philippine currency
using the exchange rate at the time of payment,
plus the stipulated interest for each of the
fiduciary placements and current accounts
involved, beginning 26 October 1979.

As to respondent’s Motion to Clarify and/or

Confirm Decision with Notice of Judgment

Respondent, in her Motion, is of the mistaken

notion that the Court of Appeals Decision, dated
26 March 2002, as modified by the Resolution of
the same court, dated 20 November 2002, would
be implemented or executed together with this
Court’s Decision.

This Court clarifies that its affirmation of the

Decision of the Court of Appeals, as modified, is
only to the extent that it recognizes that
petitioners had liabilities to the respondent.
However, this Court’s Decision modified that of
the appellate court’s by making its own
determination of the specific liabilities of the
petitioners to respondent and the amounts
thereof; as well as by recognizing that
respondent also had liabilities to petitioner
Citibank and the amount thereof.

Thus, for purposes of execution, the parties need

only refer to the dispositive portion of this
Court’s Decision, dated 16 October 2006, should
it already become final and executory, without
any further modifications.

As the last point, there is no merit in

respondent’s Motion for this Court to already
declare its Decision, dated 16 October 2006, final
and executory. A judgment becomes final and
executory by operation of law and, accordingly,
the finality of the judgment becomes a fact upon
the lapse of the reglementary period without an
appeal or a motion for new trial or
 reconsideration being filed.25 This Court cannot
arbitrarily disregard the reglementary period and
declare a judgment final and executory upon the
mere motion of one party, for to do so will be a
culpable violation of the right of the other parties
to due process.

IN VIEW OF THE FOREGOING, petitioners’ Motion Supreme Court affirmed RTC’s decision and
for Partial Reconsideration of this Court’s ordered her to pay the remaining balance of her
Decision, dated 16 October 2006, and loan which amounts to P1,069,847.40 as of 5
respondent’s Motion for this Court to declare the September 1979
same Decision already final and executory, are
both DENIED for lack of merit.

SO ORDERED.

MINITA V. CHICO-NAZARIO
Associate Justice

WE CONCUR:

CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson

MA. ALICIA AUSTRIA-MARTINEZ ROMEO J. CALLEJO, SR.

Associate Justice Asscociate Justice

ATTESTATION

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

CONSUELO YNARES-SANTIAGO
Associate Justice
Chairperson, Third Division

CERTIFICATION

Pursuant to Section 13, Article VIII of the Constitution, and the Division Chairperson’s Attestation, it is hereby
certified that the conclusions in the above Resolution were reached in consultation before the case was assigned to
the writer of the opinion of the Court’s Division.

REYNATO S. PUNO
Chief Justice

Footnotes

1Penned by Associate Justice Minita V. Chico-Nazario with Chief Justice Artemio V. Panganiban, Associate
Justices Consuelo Ynares-Santiago, Ma. Alicia Austria-Martinez, and Romeo J. Callejo, concurring; rollo,
Vol. II, pp. 1897-1898.

2Petitioner Investors’ Finance Corporation, did business under the name and style of FNCB Finance. As
noted in the Decision, it is now, by virtue of a merger, doing business as part of its successor-in-interest, BPI
Finance Corporation. However, the said petitioner shall be referred to herein as FNCB Finance, consistent
with the reference used in the Decision.
3 "Manila," as used herein, is descriptive of any of the branches of petitioner Citibank in the Philippines, the
capital of which is the City of Manila. Respondent was actually dealing with the branch of petitioner Citibank
in Makati City.

4 Penned by Judge Manuel D. Victorio, Records, Vol. III, pp. 1607-1621.

5Penned by Associate Justice Andres B. Reyes, Jr. with Associate Justices Conrado M. Vasquez, Jr. and
Amelita G. Tolentino, concurring; rollo, Vol. I, pp. 365-366.

6Penned by Associate Justice Andres B. Reyes, Jr. with Associate Justices Conrado M. Vasquez, Jr. and
Amelita G. Tolentino, concurring; id. at 374.

7 Exhibits "18" to "26," defendants’ folder of exhibits, pp. 83-91.

8 Article 1279 of the Civil Code reads –

ART. 1279. In order that compensation may be proper, it is necessary:

(1) That each one of the obligors be bound principally, and that he be at the same time a
principal creditor of the other;

(2) That both debts consist in a sum of money, or if the things due are consumable, they be
of at the same kinds, and also of the same quality if the latter has been stated;

(3) That the two debts are due;

(4) That they be liquidated and demandable;

(5) That over neither of them there be any retention or controversy, commenced by third
persons and communicated in due time to the debtor.

9 A universal bank shall have the authority to exercise, in addition to the powers authorized for a commercial
bank in Section 29, the powers of an investment house as provided in existing laws and the power to invest
in non-allied enterprises as provided in this Act. (The General Banking Law of 2000, Section 23)

10A commercial bank shall have, in addition to the general powers incident to corporations, all such powers
as may be necessary to carry on the business of commercial banking, such as accepting drafts and issuing
letters of credit; discounting and negotiating promissory notes, drafts, bills of exchange, and other evidence
of debt; accepting or creating demand deposits; receiving other types of deposits and deposit substitutes;
buying and selling foreign exchange and gold or silver bullion; acquiring marketable bonds and other debt
securities; and extending credit, subject to such rules as the Monetary Board may promulgate. These rules
may include the determination of bonds and other debt securities eligible for investment, the maturities and
aggregate amount of such investment, the maturities and aggregate amount of investment. (The General
Banking Law of 2000, Section 29)

11 The full text of Section 8 of the General Banking Law of 2000 is as follows –

SEC. 8. Organization. – The Monetary Board may authorize the organization of a bank or quasi-
bank subject to the following conditions:

8.1. That the entity is a stock corporation;

8.2. That its funds are obtained from the public, which shall mean twenty (20) or more
persons; and

8.3. That the minimum capital requirements prescribed by the Monetary Board for each
category of banks are satisfied.

No new commercial bank shall be established within three (3) years from the effectivity of this Act. In
the exercise of the authority granted herein, the Monetary Board shall take into consideration their
capability in terms of their financial resources and technical expertise and integrity. The bank
licensing process shall incorporate an assessment of the bank’s ownership structure, directors and
senior management, its operating plan and internal controls as well as its projected financial
condition and capital base.

12 See Section 75, the General Banking Law of 2000.

13 12 U.S.C.A., § 604.
14 6 F. 2d 762. (1925); See also Republic of China v. National City Bank of New York, 208 F. 2d 627 (1954).

15 104 F. Supp. 964 (1952).

16 Supra note 7.

17 BPI Credit Corp. vs. Court of Appeals , G.R. No. 96755, 4 December 1991, 204 SCRA 601, 616.

18 See TSN, Vol. XII, 24 July 1991, pp. 30-40.

19 Huibonhoa v. Court of Appeals, 378 Phil. 386, 410 (1999).

20 396 Phil. 245, 253-255 (2000).

21 Sangrador v. Valderrama, G.R. No. L-79552, 29 November 1988, 168 SCRA 215, 228-229.

22 Ramos v. Court of Appeals, G.R. No. 119872, 7 July 1997, 275 SCRA 167, 175.

Pilapil v. Garchitorena, G.R. No. 128790, 25 November 1998, 299 SCRA 343, 359; University of the
23

Philippines v. Hon. Catungal, Jr., G.R. No. 121863, 5 May 1997, 272 SCRA 221, 237.

24 See Gatlabayan v. Ramirez, 134 Phil. 267, 272 (1968).

Munez v. Court of Appeals, G.R. No. L-46010, 23 July 1987, 152 SCRA 197, 201-202, in relation to
25

Section 10, Rule 51 of the revised Rules of Court, which provides –

SEC. 10. Entry of judgments and final resolutions. – If no appeal or motion for new trial or
reconsideration is filed within the time provided in these Rules, the judgment or final resolution shall
forthwith be entered by the clerk in the book of entries of judgments. The date when the judgment or
final resolution becomes executory shall be deemed as the date of its entry. The record shall contain
the dispositive part of the judgment or final resolution and shall be signed by the clerk, with a
certificate that such judgment or final resolution has become final and executory.