Today is Thursday, February 08, 2024

Constitution Statutes Executive Issuances Judicial Issuances Other Issuances Jurisprudence International Legal Resources AUSL Exclusive

Republic of the Philippines

FIRST DIVISION

G.R. No. 150886 February 16, 2007

RURAL BANK OF SAN MIGUEL, INC. and HILARIO P. SORIANO, in his capacity as majority stockholder in
the Rural Bankof San Miguel, Inc., Petitioners,
vs.
MONETARY BOARD, BANGKO SENTRAL NG PILIPINAS and PHILIPPINE DEPOSIT INSURANCE
CORPORATION, Respondents.

DECISION

CORONA, J.:

This is a petition for review on certiorari1 of a decision2 and resolution3 of the Court of Appeals (CA) dated March
28, 2000 and November 13, 2001, respectively, in CA-G.R. SP No. 57112.

Petitioner Rural Bank of San Miguel, Inc. (RBSM) was a domestic corporation engaged in banking. It started
operations in 1962 and by year 2000 had 15 branches in Bulacan.4 Petitioner Hilario P. Soriano claims to be the
majority stockholder of its outstanding shares of stock.5

On January 21, 2000, respondent Monetary Board (MB), the governing board of respondent Bangko Sentral ng
Pilipinas (BSP), issued Resolution No. 105 prohibiting RBSM from doing business in the Philippines, placing it under
receivership and designating respondent Philippine Deposit Insurance Corporation (PDIC) as receiver:

On the basis of the comptrollership/monitoring report as of October 31, 1999 as reported by Mr. Wilfredo B. Domo-
ong, Director, Department of Rural Banks, in his memorandum dated January 20, 2000, which report showed that
[RBSM] (a) is unable to pay its liabilities as they become due in the ordinary course of business; (b) cannot continue
in business without involving probable losses to its depositors and creditors; that the management of the bank had
been accordingly informed of the need to infuse additional capital to place the bank in a solvent financial condition
and was given adequate time within which to make the required infusion and that no infusion of adequate fresh
capital was made, the Board decided as follows:

1. To prohibit the bank from doing business in the Philippines and to place its assets and affairs under
receivership in accordance with Section 30 of [RA 7653];

2. To designate the [PDIC] as receiver of the bank;

xxx xxx xxx6

On January 31, 2000, petitioners filed a petition for certiorari and prohibition in the Regional Trial Court (RTC) of
Malolos, Branch 22 to nullify and set aside Resolution No. 105.7 However, on February 7, 2000, petitioners filed a
notice of withdrawal in the RTC and, on the same day, filed a special civil action for certiorari and prohibition in the
CA. On February 8, 2000, the RTC dismissed the case pursuant to Section 1, Rule 17 of the Rules of Court.8

The CA’s findings of facts were as follows.

To assist its impaired liquidity and operations, the RBSM was granted emergency loans on different occasions in the
aggregate amount of ₱375 [million].

As early as November 18, 1998, Land Bank of the Philippines (LBP) advised RBSM that it will terminate the clearing
of RBSM’s checks in view of the latter’s frequent clearing losses and continuing failure to replenish its Special
Clearing Demand Deposit with LBP. The BSP interceded with LBP not to terminate the clearing arrangement of
RBSM to protect the interests of RBSM’s depositors and creditors.

After a year, or on November 29, 1999, the LBP informed the BSP of the termination of the clearing facility of RBSM
to take effect on December 29, 1999, in view of the clearing problems of RBSM.

On December 28, 1999, the MB approved the release of ₱26.189 [million] which is the last tranche of the ₱375
million emergency loan for the sole purpose of servicing and meeting the withdrawals of its depositors. Of the
₱26.180 million, xxx ₱12.6 million xxx was not used to service withdrawals [and] remains unaccounted for as
admitted by [RBSM’s Treasury Officer and Officer-in-Charge of Treasury]. Instead of servicing withdrawals of
depositors, RBSM paid Forcecollect Professional Solution, Inc. and Surecollect Professional, Inc., entities which are
owned and controlled by Hilario P. Soriano and other RBSM officers.

On January 4, 2000, RBSM declared a bank holiday. RBSM and all of its 15 branches were closed from doing
business.

Alarmed and disturbed by the unilateral declaration of bank holiday, [BSP] wanted to examine the books and
records of RBSM but encountered problems.

Meanwhile, on November 10, 1999, RBSM’s designated comptroller, Ms. Zenaida Cabais of the BSP, submitted to
the Department of Rural Banks, BSP, a Comptrollership Report on her findings on the financial condition and
operations of the bank as of October 31, 1999. Another set of findings was submitted by said comptroller [and] this
second report reflected the financial status of RBSM as of December 31, 1999.

The findings of the comptroller on the financial state of RBSM as of October 31, 1999 in comparison with the
financial condition as of December 31, 1999 is summed up pertinently as follows:

FINANCIAL CONDITION OF RBSM

As of Oct. 31, 1999 As of Dec. 31, 1999

Realizable Assets 898,588,000.00 796,930,000.00

Deficit 178,275,000.00 212,968,000.00

Required Capital Infusion ₱252,120,000.00

Capital Infusion ₱5,000,000.00

(On Dec. 20, 1999)

1) Deposits of 20,000 depositors – ₱578,201,000.00

2) Borrowings from BSP – ₱320,907,000.00

3) Unremitted withholding and gross receipt taxes – ₱57,403,000.00.9

Based on these comptrollership reports, the director of the Department of Rural Banks Supervision and Examination
Sector, Wilfredo B. Domo-ong, made a report to the MB dated January 20, 2000.10 The MB, after evaluating and
deliberating on the findings and recommendation of the Department of Rural Banks Supervision and Examination
Sector, issued Resolution No. 105 on January 21, 2000.11 Thereafter, PDIC implemented the closure order and took
over the management of RBSM’s assets and affairs.

In their petition12 before the CA, petitioners claimed that respondents MB and BSP committed grave abuse of
discretion in issuing Resolution No. 105. The petition was dismissed by the CA on March 28, 2000. It held, among
others, that the decision of the MB to issue Resolution No. 105 was based on the findings and recommendations of
the Department of Rural Banks Supervision and Examination Sector, the comptroller reports as of October 31, 1999
and December 31, 1999 and the declaration of a bank holiday. Such could be considered as substantial evidence.13

Pertinently, on June 9, 2000, on the basis of reports prepared by PDIC stating that RBSM could not resume
business with sufficient assurance of protecting the interest of its depositors, creditors and the general public, the
MB passed Resolution No. 966 directing PDIC to proceed with the liquidation of RBSM under Section 30 of RA
7653.14

Hence this petition.

It is well-settled that the closure of a bank may be considered as an exercise of police power.15 The action of the
MB on this matter is final and executory.16 Such exercise may nonetheless be subject to judicial inquiry and can be
set aside if found to be in excess of jurisdiction or with such grave abuse of discretion as to amount to lack or
excess of jurisdiction.17

Petitioners argue that Resolution No. 105 was bereft of any basis considering that no complete examination had
been conducted before it was issued. This case essentially boils down to one core issue: whether Section 30 of RA
7653 (also known as the New Central Bank Act) and applicable jurisprudence require a current and complete
examination of the bank before it can be closed and placed under receivership.
Section 30 of RA 7653 provides:

SECTION 30. Proceedings in Receivership and Liquidation. — Whenever, upon report of the head of the
supervising or examining department, the Monetary Board finds that a bank or quasi-bank:

(a) is unable to pay its liabilities as they become due in the ordinary course of business: Provided, That this
shall not include inability to pay caused by extraordinary demands induced by financial panic in the banking
community;

(b) has insufficient realizable assets, as determined by the [BSP] to meet its liabilities; or

(c) cannot continue in business without involving probable losses to its depositors or creditors; or

(d) has willfully violated a cease and desist order under Section 37 that has become final, involving acts or
transactions which amount to fraud or a dissipation of the assets of the institution; in which cases, the
Monetary Board may summarily and without need for prior hearing forbid the institution from doing
business in the Philippines and designate the Philippine Deposit Insurance Corporation as receiver of
the banking institution.

xxx xxx xxx

The actions of the Monetary Board taken under this section or under Section 29 of this Act shall be final and
executory, and may not be restrained or set aside by the court except on petition for certiorari on the ground that the
action taken was in excess of jurisdiction or with such grave abuse of discretion as to amount to lack or excess of
jurisdiction. The petition for certiorari may only be filed by the stockholders of record representing the majority of the
capital stock within ten (10) days from receipt by the board of directors of the institution of the order directing
receivership, liquidation or conservatorship. (Emphasis supplied)

xxx xxx xxx

Petitioners contend that there must be a current, thorough and complete examination before a bank can be closed
under Section 30 of RA 7653. They argue that this section should be harmonized with Sections 25 and 28 of the
same law:

SECTION 25. Supervision and Examination. — The [BSP] shall have supervision over, and conduct periodic or
special examinations of, banking institutions and quasi-banks, including their subsidiaries and affiliates engaged in
allied activities.

xxx xxx xxx

SECTION 28. Examination and Fees. — The supervising and examining department head, personally or by
deputy, shall examine the books of every banking institution once in every twelve (12) months, and at such other
time as the Monetary Board by an affirmative vote of five (5) members may deem expedient and to make a report
on the same to the Monetary Board: Provided that there shall be an interval of at least twelve (12) months
between annual examinations. (Emphasis supplied)

xxx xxx xxx

According to the petitioners, it is clear from these provisions that the "report of the supervising or examining
department" required under Section 30 refers to the report on the examination of the bank which, under Section 28,
must be made to the MB after the supervising or examining head conducts an examination mandated by Sections
25 and 28.18 They cite Banco Filipino Savings & Mortgage Bank v. Monetary Board, Central Bank of the
Philippines19 wherein the Court ruled:

There is no question that under Section 29 of the Central Bank Act, the following are the mandatory requirements
to be complied with before a bank found to be insolvent is ordered closed and forbidden to do business in the
Philippines: Firstly, an examination shall be conducted by the head of the appropriate supervising or
examining department or his examiners or agents into the condition of the bank; secondly, it shall be
disclosed in the examination that the condition of the bank is one of insolvency, or that its continuance in business
would involve probable loss to its depositors or creditors; thirdly, the department head concerned shall inform the
Monetary Board in writing, of the facts; and lastly, the Monetary Board shall find the statements of the department
head to be true.20 (Emphasis supplied)

Petitioners assert that an examination is necessary and not a mere report, otherwise the decision to close a bank
would be arbitrary.

Respondents counter that RA 7653 merely requires a report of the head of the supervising or examining
department. They maintain that the term "report" under Section 30 and the word "examination" used in Section 29 of
the old law are not synonymous. "Examination" connotes in-depth analysis, evaluation, inquiry or investigation while
"report" connotes a simple disclosure or narration of facts for informative purposes.21

Petitioners’ contention has no merit. Banco Filipino and other cases petitioners cited22 were decided using Section
29 of the old law (RA 265):
SECTION 29. Proceedings upon insolvency. — Whenever, upon examination by the head of the appropriate
supervising or examining department or his examiners or agents into the condition of any bank or non-bank
financial intermediary performing quasi-banking functions, it shall be disclosed that the condition of the same is one
of insolvency, or that its continuance in business would involve probable loss to its depositors or creditors, it shall be
the duty of the department head concerned forthwith, in writing, to inform the Monetary Board of the facts. The
Board may, upon finding the statements of the department head to be true, forbid the institution to do business in the
Philippines and designate an official of the Central Bank or a person of recognized competence in banking or
finance, as receiver 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 benefits of its creditors, and represent the bank personally or
through counsel as he may retain in all actions or proceedings for or against the institution, exercising all the powers
necessary for these purposes including, but not limited to, bringing and foreclosing mortgages in the name of the
bank or non-bank financial intermediary performing quasi-banking functions. (Emphasis supplied)

xxx xxx xxx

Thus in Banco Filipino, we ruled that an "examination [conducted] by the head of the appropriate supervising or
examining department or his examiners or agents into the condition of the bank"23 is necessary before the MB can
order its closure.

However, RA 265, including Section 29 thereof, was expressly repealed by RA 7653 which took effect in 1993.
Resolution No. 105 was issued on January 21, 2000. Hence, petitioners’ reliance on Banco Filipino which was
decided under RA 265 was misplaced.

In RA 7653, only a "report of the head of the supervising or examining department" is necessary. It is an established
rule in statutory construction that where the words of a statute are clear, plain and free from ambiguity, it must be
given its literal meaning and applied without attempted interpretation:24

This plain meaning rule or verba legis derived from the maxim index animi sermo est (speech is the index of
intention) rests on the valid presumption that the words employed by the legislature in a statute correctly express its
intention or will and preclude the court from construing it differently. The legislature is presumed to know the
meaning of the words, to have used words advisedly, and to have expressed its intent by use of such words as are
found in the statute. Verba legis non est recedendum, or from the words of a statute there should be no departure.25

The word "report" has a definite and unambiguous meaning which is clearly different from "examination." A report,
as a noun, may be defined as "something that gives information" or "a usually detailed account or statement."26 On
the other hand, an examination is "a search, investigation or scrutiny."27

This Court cannot look for or impose another meaning on the term "report" or to construe it as synonymous with
"examination." From the words used in Section 30, it is clear that RA 7653 no longer requires that an examination be
made before the MB can issue a closure order. We cannot make it a requirement in the absence of legal basis.

Indeed, the court may consider the spirit and reason of the statute, where a literal meaning would lead to absurdity,
contradiction, injustice, or would defeat the clear purpose of the lawmakers.28 However, these problems are not
present here. Using the literal meaning of "report" does not lead to absurdity, contradiction or injustice. Neither does
it defeat the intent of the legislators. The purpose of the law is to make the closure of a bank summary and
expeditious in order to protect public interest. This is also why prior notice and hearing are no longer required before
a bank can be closed.29

Laying down the requisites for the closure of a bank under the law is the prerogative of the legislature and what its
wisdom dictates. The lawmakers could have easily retained the word "examination" (and in the process also
preserved the jurisprudence attached to it) but they did not and instead opted to use the word "report." The
insistence on an examination is not sanctioned by RA 7653 and we would be guilty of judicial legislation were we to
make it a requirement when such is not supported by the language of the law.

What is being raised here as grave abuse of discretion on the part of the respondents was the lack of an
examination and not the supposed arbitrariness with which the conclusions of the director of the Department of
Rural Banks Supervision and Examination Sector had been reached in the report which became the basis of
Resolution No. 105. [Link]

The absence of an examination before the closure of RBSM did not mean that there was no basis for the closure
order. Needless to say, the decision of the MB and BSP, like any other administrative body, must have something to
support itself and its findings of fact must be supported by substantial evidence. But it is clear under RA 7653 that
the basis need not arise from an examination as required in the old law.

We thus rule that the MB had sufficient basis to arrive at a sound conclusion that there were grounds that would
justify RBSM’s closure. It relied on the report of Mr. Domo-ong, the head of the supervising or examining
department, with the findings that: (1) RBSM was unable to pay its liabilities as they became due in the ordinary
course of business and (2) that it could not continue in business without incurring probable losses to its depositors
and creditors.30 The report was a 50-page memorandum detailing the facts supporting those grounds, an extensive
chronology of events revealing the multitude of problems which faced RBSM and the recommendations based on
those findings.
In short, MB and BSP complied with all the requirements of RA 7653. By relying on a report before placing a bank
under receivership, the MB and BSP did not only follow the letter of the law, they were also faithful to its spirit, which
was to act expeditiously. Accordingly, the issuance of Resolution No. 105 was untainted with arbitrariness.

Having dispensed with the issue decisive of this case, it becomes unnecessary to resolve the other minor issues
raised.31

WHEREFORE, the petition is hereby DENIED. The March 28, 2000 decision and November 13, 2001 resolution of
the Court of Appeals in CA-G.R. SP No. 57112 are AFFIRMED.

Costs against petitioners.

SO ORDERED.

RENATO C. CORONA
Associate Justice

WE CONCUR:

REYNATO S. PUNO
Chief Justice
Chairperson

ANGELINA SANDOVAL-GUTIERREZ ADOLFO S. AZCUNA

CANCIO C. GARCIA
Associate Justice

CERTIFICATION

Pursuant to Section 13, Article VIII of the Constitution, 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.

REYNATO S. PUNO
Chief Justice

Footnotes
1
Under Rule 45 of the Rules of Court.
2 Penned by Associate Justice Eugenio S. Labitoria (now retired) and concurred in by Associate Justices
Bernardo P. Abesamis (now retired) and Elvi John S. Asuncion of the Thirteenth Division of the Court of
Appeals; rollo, pp. 32-50.

3 Id., pp. 52-57.

4
Id., pp. 6 and 33.
5 Id., p. 6.

6 Id., p. 93.

7
Docketed as Civil Case No. 66-M-2000; id. p. 187.
8 Id., p. 38. Section 1, Rule 17 states:

Dismissal upon notice by plaintiff. — A complaint may be dismissed by the plaintiff by filing a notice of
dismissal at any time before service of the answer or of a motion for summary judgment. Upon such
notice being filed, the court shall issue an order confirming the dismissal. Unless otherwise stated in
the notice, the dismissal is without prejudice, except that a notice operates as an adjudication upon the
merits when filed by a plaintiff who has once dismissed in a competent court an action based on or
including the same claim.

9 Id., pp. 33-36.

10
Id., pp. 375-426.
11 Id., pp. 33-37.
 12 Under Rule 65 of the Rules of Court.

13
Rollo, p. 43.
14 Id., p. 172.

15 Rural Bank of Buhi, Inc. v. Court of Appeals, G.R. No. L-61689, 20 June 1988, 162 SCRA 288, 303.

16
Section 30, RA 7653.
17 Id.

18 Rollo, pp. 13-14.

19
G.R. No. 70054, 11 December 1991, 204 SCRA 767.
20 Id., p. 794.

21 Rollo, pp. 368-369.

22
Supra note 15, at 302; and Central Bank of the Philippines v. Court of Appeals, G.R. No. 76118, 30 March
1993, 220 SCRA 536, 548.

23 Supra note 19 at 794.

24 National Food Authority (NFA) v. Masada Security Agency, Inc., G.R. No. 163448, 8 March 2005, 453
SCRA 70, 79; Philippine National Bank v. Garcia, Jr., G.R. No. 141246, 9 September 2002, 388 SCRA 485,
487, 491.
25
National Food Authority (NFA) v. Masada Security Agency, Inc., id., citations omitted.
26 Webster’s Third New International Dictionary (1993).

27 Id.

28
Ursua v. Court of Appeals, G.R. No. 112170, 10 April 1996, 256 SCRA 147, 152, citations omitted.
29 Central Bank of the Philippines v. Court of Appeals, supra note 22, at 544; Banco Filipino Savings &
Mortgage Bank v. Monetary Board, Central Bank of the Philippines, supra note 19 at 798; Rural Bank of Buhi,
Inc. v. Court of Appeals, supra note 22,z at 303.

In Rural Bank of Buhi, we stated:

x x x [D]ue process does not necessarily require a prior hearing; a hearing or an opportunity to be
heard may be subsequent to the closure. One can just imagine the dire consequences of a prior
hearing: bank runs would be the order of the day, resulting in panic and hysteria. In the process,
fortunes may be wiped out and disillusionment will run the gamut of the entire banking community.
30
Incidentally, the declaration of a bank holiday (done by RBSM in January 4, 2000) is also a ground for the
closure of a bank by the MB under Section 53 of RA 8791 or the General Banking Law of 2000. However, RA
8791 became effective only on June 13, 2000 and consequently is not applicable to this case.

31 1) Whether petitioner Hilario P. Soriano has legal personality to file this petition;

2) Whether petitioners are guilty of forum shopping;

3) Whether petitioners failed to formally offer their evidence/documents in the CA; rollo, pp. 326, 330,
364.

The Lawphil Project - Arellano Law Foundation