Republic of the Philippines
SUPREME COURT
Manila

THIRD DIVISION

G.R. No. 146942             April 22, 2003

CORAZON G. RUIZ, petitioner,
vs.
COURT OF APPEALS and CONSUELO TORRES, respondents.

PUNO, J.:

On appeal is the decision1 of the Court of Appeals in CA-G.R. CV No. 56621 dated 25 August 2000, setting aside the decision2 of the trial court dated 19 May 1997 and lifting the permanent injunction on the foreclosure sale of the subject lot covered by TCT No. RT-96686, as well as its subsequent Resolution3 dated 26 January 2001, denying petitioner’s Motion for Reconsideration.

The facts of the case are as follows:

Petitioner Corazon G. Ruiz is engaged in the business of buying and selling jewelry.4 She obtained loans from private respondent Consuelo Torres on different occasions, in the following amounts: P100,000.00; P200,000.00; P300,000.00; and P150,000.00.5 Prior to their maturity, the loans were consolidated under one (1) promissory note dated March 22, 1995, which reads as follows:6

"P750,000.00

Quezon City, March 22, 1995

PROMISSORY NOTE

For value received, I, CORAZON RUIZ, as principal and ROGELIO RUIZ as surety in solidum, jointly and severally promise to pay to the order of CONSUELO P. TORRES the sum of SEVEN HUNDRED FIFTY THOUSAND PESOS (P750,000.00) Philippine Currency, to earn an interest at the rate of three per cent (3%) a month, for thirteen months, payable every _____ of the month, and to start on April 1995 and to mature on April 1996, subject to renewal.

If the amount due is not paid on date due, a SURCHARGE of ONE PERCENT of the principal loan, for every month default, shall be collected.

Remaining balance as of the maturity date shall earn an interest at the rate of ten percent a month, compounded monthly.

It is finally agreed that the principal and surety in solidum, shall pay attorney’s fees at the rate of twenty-five percent (25%) of the entire amount to be collected, in case this note is not paid according to the terms and conditions set forth, and same is referred to a lawyer for collection.

In computing the interest and surcharge, a fraction of the month shall be considered one full month.

In the event of an amicable settlement, the principal and surety in solidum shall reimburse the expenses of the plaintiff.

(Sgd.) Corazon Ruiz
            Principal

__________________
Surety"

The consolidated loan of P750,000.00 was secured by a real estate mortgage on a 240-square meter lot in New Haven Village, Novaliches, Quezon City, covered by Transfer Certificate of Title (TCT) No. RT-96686, and registered in the name of petitioner.7 The mortgage was signed by Corazon Ruiz for herself and as attorney-in-fact of her husband Rogelio. It was executed on 20 March 1995, or two (2) days before the execution of the subject promissory note.8

Thereafter, petitioner obtained three (3) more loans from private respondent, under the following promissory notes: (1) promissory note dated 21 April 1995, in the amount of P100,000.00;9 (2) promissory note dated May 23, 1995, in the amount of P100,000.00;10 and (3) promissory note dated December 21, 1995, in the amount of P100,000.00.11 These combined loans of P300,000.00 were secured by P571,000.00 worth of jewelry pledged by petitioner to private respondent.12

From April 1995 to March 1996, petitioner paid the stipulated 3% monthly interest on the P750,000.00 loan,13 amounting to P270,000.00.14 After March 1996, petitioner was unable to make interest payments as she had difficulties collecting from her clients in her jewelry business.15

Due to petitioner’s failure to pay the principal loan of P750,000.00, as well as the interest payment for April 1996, private respondent demanded payment not only of the P750,000.00 loan, but also of the P300,000.00 loan.16 When petitioner failed to pay, private respondent sought the extra-judicial foreclosure of the aforementioned real estate mortgage.17

On September 5, 1996, Acting Clerk of Court and Ex-Officio Sheriff Perlita V. Ele, Deputy Sheriff In-Charge Rolando G. Acal and Supervising Sheriff Silverio P. Bernas issued a Notice of Sheriff’s Sale of subject lot. The public auction was scheduled on October 8, 1996.18

On October 7, 1996, one (1) day before the scheduled auction sale, petitioner filed a complaint with the RTC of Quezon City docketed as Civil Case No. Q-96-29024, with a prayer for the issuance of a Temporary Restraining Order to enjoin the sheriff from proceeding with the foreclosure sale and to fix her indebtedness to private respondent to P706,000.00. The computed amount of P706,000.00 was based on the aggregate loan of P750,000.00, covered by the March 22, 1995 promissory note, plus the other loans of P300,000.00, covered by separate promissory notes, plus interest, minus P571,000.00 representing the amount of jewelry pledged in favor of private respondent.19

The trial court granted the prayer for the issuance of a Temporary Restraining Order,20 and on 29 October 1996, issued a writ of preliminary injunction.21 In its Decision dated May 19, 1997, it ordered the Clerk of Court and Ex-Officio Sheriff to desist with the foreclosure sale of the subject property, and it made permanent the writ of preliminary injunction. It held that the real estate mortgage is unenforceable because of the lack of the participation and signature of petitioner’s husband. It noted that although the subject real estate mortgage stated that petitioner was "attorney-in-fact for herself and her husband," the Special Power of Attorney was never presented in court during the trial.22

The trial court further held that the promissory note in question is a unilateral contract of adhesion drafted by private respondent. It struck down the contract as repugnant to public policy because it was imposed by a dominant bargaining party (private respondent) on a weaker party (petitioner).23 Nevertheless, it held that petitioner still has an obligation to pay the private respondent. Private respondent was further barred from imposing on petitioner the obligation to pay the surcharge of one percent (1%) per month from March 1996 onwards, and interest of ten percent (10%) a month, compounded monthly from September 1996 to January 1997. Petitioner was thus ordered to pay the amount of P750,000.00 plus three percent (3%) interest per month, or a total of P885,000.00, plus legal interest from date of [receipt of] the decision until the total amount of P885,000.00 is paid.24

Aside from the foregoing, the trial court took into account petitioner’s proposal to pay her other obligations to private respondent in the amount of P392,000.00.25

The trial court also recognized the expenses borne by private respondent with regard the foreclosure sale and attorney’s fees. As the notice of the foreclosure sale has already been published, it ordered the petitioner to reimburse private respondent the amount of P15,000.00 plus attorney’s fees of the same amount.26

Thus, the trial court computed petitioner’s obligation to private respondent, as follows:

Principal Loan …………….

P 750,000.00

Interest……………………..

135,000.00

Other Loans……………….

392,000.00

Publication Fees…………….

15,000.00

Attorney’s Fees ……………

        15,000.00

TOTAL……………………

P1,307,000.00

with legal interest from date of receipt of decision until payment of total amount of P1,307,000.00 has been made.27

Private respondent’s motion for reconsideration was denied in an Order dated July 21, 1997.

Private respondent appealed to the Court of Appeals. The appellate court set aside the decision of the trial court. It ruled that the real estate mortgage is valid despite the non-participation of petitioner’s husband in its execution because the land on which it was constituted is paraphernal property of petitioner-wife. Consequently, she may encumber the lot without the consent of her husband.28 It allowed its foreclosure since the loan it secured was not paid.

Nonetheless, the appellate court declared as invalid the 10% compounded monthly interest29 and the 10% surcharge per month stipulated in the promissory notes dated May 23, 1995 and December 1, 1995,30 and so too the 1% compounded monthly interest stipulated in the promissory note dated 21 April 1995,31 for being excessive, iniquitous, unconscionable, and contrary to morals. It held that the legal rate of interest of 12% per annum shall apply after the maturity dates of the notes until full payment of the entire amount due, and that the only permissible rate of surcharge is 1% per month, without compounding.32 The appellate court also granted attorney’s fees in the amount of P50,000.00, and not the stipulated 25% of the amount due, following the ruling in the case of Medel v. Court of Appeals.33

Now, before this Court, petitioner assigns the following errors:

(1) PUBLIC RESPONDENT COURT OF APPEALS GRAVELY ERRED IN RULING THAT THE PROMISSORY NOTE OF P750,000.00 IS NOT A CONTRACT OF ADHESION DESPITE THE CLEAR SHOWING THAT THE SAME IS A READY-MADE CONTRACT PREPARED BY (THE) RESPONDENT CONSUELO TORRES AND DID NOT REFLECT THEIR TRUE INTENTIONS AS IT WEIGHED HEAVILY IN FAVOR OF RESPONDENT AND AGAINST PETITIONER.

(2) PUBLIC RESPONDENT COURT OF APPEALS GRAVELY ERRED IN DECLARING THAT THE PROPERTY COVERED BY THE SUBJECT DEED OF MORTGAGE OF MARCH 20, 1995 IS A PARAPHERNAL PROPERTY OF THE PETITIONER AND NOT CONJUGAL EVEN THOUGH THE ISSUE OF WHETHER OR NOT THE MORTGAGED PROPERTY IS PARAPHERNAL WAS NEVER RAISED, NOR DISCUSSED AND ARGUED BEFORE THE TRIAL COURT.

(3) PUBLIC RESPONDENT COURT OF APPEALS GRAVELY ERRED IN DISREGARDING THE TRIAL COURT’S COMPUTATION OF THE ACTUAL OBLIGATIONS OF THE PETITIONER WITH (THE) RESPONDENT TORRES EVEN THOUGH THE SAME IS BASED ON EVIDENCE SUBMITTED BEFORE IT.

The pertinent issues to be resolved are:

(1) Whether the promissory note of P750,000.00 is a contract of adhesion;

(2) Whether the real property covered by the subject deed of mortgage dated March 20, 1995 is paraphernal property of petitioner; and

(3) Whether the rates of interests and surcharges on the obligation of petitioner to private respondent are valid.

I

We hold that the promissory note in the case at bar is not a contract of adhesion. In Sweet Lines, Inc. vs. Teves,34 this Court discussed the nature of a contract of adhesion as follows:

". . . 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 other party is the signing of his signature or his ‘adhesion’ thereto. Insurance contracts, bills of lading, contracts of sale of lots on the installment plan fall into this category.35

" . . . it is drafted only by one party, usually the corporation, and is sought to be accepted or adhered to by the other party . . . who cannot change the same and who are thus made to adhere hereto on the ‘take it or leave it’ basis . . . "36

In said case of Sweet Lines,37 the conditions of the contract on the 4 x 6 inches passenger ticket are in fine print. Thus we held:

" . . . it is hardly just and proper to expect the passengers to examine their tickets received from crowded/congested counters, more often than not during rush hours, for conditions that may be printed thereon, much less charge them with having consented to the conditions, so printed, especially if there are a number of such conditions in fine print, as in this case."38

We further stressed in the said case that the questioned ‘Condition No. 14’ was prepared solely by one party which was the corporation, and the other party who was then a passenger had no say in its preparation. The passengers have no opportunity to examine and consider the terms and conditions of the contract prior to the purchase of their tickets.39

In the case at bar, the promissory note in question did not contain any fine print provision which could not have been examined by the petitioner. Petitioner had all the time to go over and study the stipulations embodied in the promissory note. Aside from the March 22, 1995 promissory note for P750,000.00, three other promissory notes of different dates and amounts were executed by petitioner in favor of private respondent. These promissory notes contain similar terms and conditions, with a little variance in the terms of interests and surcharges. The fact that petitioner and private respondent had entered into not only one but several loan transactions shows that petitioner was not in any way compelled to accept the terms allegedly imposed by private respondent. Moreover, petitioner, in her complaint40 dated October 7, 1996 filed with the trial court, never claimed that she was forced to sign the subject note. Paragraph five of her complaint states:

"That on or about March 22, 1995 plaintiff was required by the defendant Torres to execute a promissory note consolidating her unpaid principal loan and interests which said defendant computed to be in the sum of P750,000.00 . . ."

To be required is certainly different from being compelled. She could have rejected the conditions made by private respondent. As an experienced business- woman, she ought to understand all the conditions set forth in the subject promissory note. As held by this Court in Lee, et al. vs. Court of Appeals, et al.,41 it is presumed that a person takes ordinary care of his concerns.42 Hence, the natural presumption is that one does not sign a document without first informing himself of its contents and consequences. This presumption acquires greater force in the case at bar where not only one but several documents were executed at different times by petitioner in favor of private respondent.

II

We also affirm the ruling of the appellate court that the real property covered by the subject deed of mortgage is paraphernal property. The property subject of the mortgage is registered in the name of "Corazon G. Ruiz, of legal age, married to Rogelio Ruiz, Filipinos." Thus, title is registered in the name of Corazon alone because the phrase "married to Rogelio Ruiz" is merely descriptive of the civil status of Corazon and should not be construed to mean that her husband is also a registered owner. Furthermore, registration of the property in the name of "Corazon G. Ruiz, of legal age, married to Rogelio Ruiz" is not proof that such property was acquired during the marriage, and thus, is presumed to be conjugal. The property could have been acquired by Corazon while she was still single, and registered only after her marriage to Rogelio Ruiz. Acquisition of title and registration thereof are two different acts.43 The presumption under Article 116 of the Family Code that properties acquired during the marriage are presumed to be conjugal cannot apply in the instant case. Before such presumption can apply, it must first be established that the property was in fact acquired during the marriage. In other words, proof of acquisition during the marriage is a condition sine qua non for the operation of the presumption in favor of conjugal ownership.44 No such proof was offered nor presented in the case at bar. Thus, on the basis alone of the certificate of title, it cannot be presumed that said property was acquired during the marriage and that it is conjugal property. Since there is no showing as to when the property in question was acquired, the fact that the title is in the name of the wife alone is determinative of its nature as paraphernal, i.e., belonging exclusively to said spouse.45 The only import of the title is that Corazon is the owner of said property, the same having been registered in her name alone, and that she is married to Rogelio Ruiz.46

III

We now resolve the issue of whether the rates of interests and surcharges on the obligation of petitioner to private respondent are legal.

The four (4) unpaid promissory notes executed by petitioner in favor of private respondent are in the following amounts and maturity dates:

(1) P750,000.00, dated March 22, 1995 matured on April 21, 1996;

(2) P100,000.00, dated April 21, 1995 matured on August 21, 1995;

(3) P100,000.00, dated May 23, 1995 matured on November 23, 1995; and

(4) P100,000.00, dated December 21, 1995 matured on March 1, 1996.

The P750,000.00 promissory note dated March 22, 1995 has the following provisions:

(1) 3% monthly interest, from the signing of the note until its maturity date;

(2) 10% compounded monthly interest on the remaining balance at maturity date;

(3) 1% surcharge on the principal loan for every month of default; and

(4) 25% attorney’s fees.

The P100,000.00 promissory note dated April 21, 1995 has the following provisions:

(1) 3% monthly interest, from the signing of the note until its maturity date;

(2) 10% monthly interest on the remaining balance at maturity date;

(3) 1% compounded monthly surcharge on the principal loan for every month of default; and

(4) 10% attorney’s fees.

The two (2) other P100,000.00 promissory notes dated May 23, 1995 and December 1, 1995 have the following provisions:

(1) 3% monthly interest, from the signing of the note until its maturity date;

(2) 10% compounded monthly interest on the remaining balance at maturity date;

(3) 10% surcharge on the principal loan for every month of default; and

(4) 10% attorney’s fees.

We affirm the ruling of the appellate court, striking down as invalid the 10% compounded monthly interest, the 10% surcharge per month stipulated in the promissory notes dated May 23, 1995 and December 1, 1995, and the 1% compounded monthly interest stipulated in the promissory note dated April 21, 1995. The legal rate of interest of 12% per annum shall apply after the maturity dates of the notes until full payment of the entire amount due. Also, the only permissible rate of surcharge is 1% per month, without compounding. We also uphold the award of the appellate court of attorney’s fees, the amount of which having been reasonably reduced from the stipulated 25% (in the March 22, 1995 promissory note) and 10% (in the other three promissory notes) of the entire amount due, to a fixed amount of P50,000.00. However, we equitably reduce the 3% per month or 36% per annum interest present in all four (4) promissory notes to 1% per month or 12% per annum interest.

The foregoing rates of interests and surcharges are in accord with Medel vs. Court of Appeals,47 Garcia vs. Court of Appeals,48 Bautista vs. Pilar Development Corporation,49 and the recent case of Spouses Solangon vs. Salazar.50 This Court invalidated a stipulated 5.5% per month or 66% per annum interest on a P500,000.00 loan in Medel51 and a 6% per month or 72% per annum interest on a P60,000.00 loan in Solangon52 for being excessive, iniquitous, unconscionable and exorbitant. In both cases, we reduced the interest rate to 12% per annum. We held that while the Usury Law has been suspended by Central Bank Circular No. 905, s. 1982, effective on January 1, 1983, and parties to a loan agreement have been given wide latitude to agree on any interest rate, still stipulated interest rates are illegal if they are unconscionable. Nothing in the said circular grants lenders carte blanche authority to raise interest rates to levels which will either enslave their borrowers or lead to a hemorrhaging of their assets.53 On the other hand, in Bautista vs. Pilar Development Corp.,54 this Court upheld the validity of a 21% per annum interest on a P142,326.43 loan, and in Garcia vs. Court of Appeals, sustained the agreement of the parties to a 24% per annum interest on an P8,649,250.00 loan. It is on the basis of these cases that we reduce the 36% per annum interest to 12%. An interest of 12% per annum is deemed fair and reasonable. While it is true that this Court invalidated a much higher interest rate of 66% per annum in Medel55 and 72% in Solangon56 it has sustained the validity of a much lower interest rate of 21% in Bautista57 and 24% in Garcia.58 We still find the 36% per annum interest rate in the case at bar to be substantially greater than those upheld by this Court in the two (2) aforecited cases.

The 1% surcharge on the principal loan for every month of default is valid. This surcharge or penalty stipulated in a loan agreement in case of default partakes of the nature of liquidated damages under Art. 2227 of the New Civil Code, and is separate and distinct from interest payment.59 Also referred to as a penalty clause, it is expressly recognized by law. It is an accessory undertaking to assume greater liability on the part of an obligor in case of breach of an obligation.60 The obligor would then be bound to pay the stipulated amount of indemnity without the necessity of proof on the existence and on the measure of damages caused by the breach.61 Although the courts may not at liberty ignore the freedom of the parties to agree on such terms and conditions as they see fit that contravene neither law nor morals, good customs, public order or public policy, a stipulated penalty, nevertheless, may be equitably reduced if it is iniquitous or unconscionable.62 In the instant case, the 10% surcharge per month stipulated in the promissory notes dated May 23, 1995 and December 1, 1995 was properly reduced by the appellate court.

In sum, petitioner shall pay private respondent the following:

1. Principal of loan under promissory note dated March 22, 1995

P750,000.00

a.

1% interest per month on principal from March 22, 1995 until fully paid, less P270,000.00 paid by petitioner as interest from April 1995 to March 1996

b.

1% surcharge per month on principal from May 1996 until fully paid

2. Principal of loan under promissory note dated April 21, 1995

P100,000.00

a.

1% interest per month on principal from April 21, 1995 until fully paid

b.

1% surcharge per month on principal from September 1995 until fully paid

3. Principal of loan under promissory note dated May 23, 1995

P100,000.00

a.

1% interest per month on principal from May 23, 1995 until fully paid

b.

1% surcharge per month on principal from December 1995 until fully paid

4. Principal of loan under promissory note dated December 1, 1995

P100,000.00

a.

1% interest per month on principal from December 1, 1995 until fully paid

b.

1% surcharge per month on principal from April 1996 until fully paid

5. Attorney’s fees

P 50,000.00

Hence, since the mortgage is valid and the loan it secures remains unpaid, the foreclosure proceedings may now proceed.

IN VIEW WHEREOF, the appealed Decision of the Court of Appeals is AFFIRMED, subject to the MODIFICATION that the interest rate of 36% per annum is ordered reduced to 12 % per annum.

SO ORDERED.

Panganiban, Sandoval-Gutierrez, Corona, and Carpio-Morales, JJ., concur.


Footnotes

1 Rollo, pp. 126-136.

2 Id. at 162-165.

3 Id. at 38.

4 TSN, 17 January 1997, p. 5.

5 TSN, 03 February 1997, p. 9.

6 Id. at 12; RTC Records, p. 9.

7 Rollo, pp. 41-42.

8 Records, pp. 10-11.

9 Id. at 12.

10 Id. at 13.

11 Id. at 14.

12 TSN, 21 October 1996, pp. 21-22.

13 TSN, 17 January 1997, p. 8; TSN, 27 January 1997, pp. 7-8; Records, p. 103.

14 TSN, 21 October 1996, p. 21.

15 TSN, 17 January 1997, p. 13.

16 TSN, 29 January 1997, pp. 10-11.

17 Id. at 12.

18 Records, p. 15.

19 Id. at 3-4.

20 Id. at 23.

21 Id. at 58-59.

22 Rollo, p. 44.

23 Ibid.

24 Id. at 44-45.

25 Id. at 45.

26 Ibid.

27 Ibid.

28 Id. at 32.

29 Id. at 34, citing Medel vs. Court of Appeals, 299 SCRA 481 and Bautista vs. Pilar Development Corp., 312 SCRA 611.

30 Id. at 35.

31 Ibid.

32 Id. at 34.

33 Medel vs. Court of Appeals, 299 SCRA 481.

34 Sweet Lines, Inc. vs. Teves, 83 SCRA 361.

35 Supra note 34 at 368-369, citing Paras, Civil Code of the Philippines, Seventh Ed., Vol. I, p. 80.

36 Supra note 34 at 369.

37 Supra note 34.

38 Supra note 34 at 371.

39 Ibid.

40 Records, pp. 1-15.

41 G.R. No. 117913, 01 February 2002.

42 Section 3(d), Rule 131 of the Rules of Court.

43 Jocson vs. Court of Appeals, 170 SCRA 333, 345.

44 Id. at 344, citing Cobb-Perez vs. Lantin, 23 SCRA 637, 644.

45 Ibid.

46 Supra note 43.

47 Supra note 33.

48 Garcia vs. Court of Appeals, 167 SCRA 815.

49 Bautista vs. Pilar Development Corporation, 312 SCRA 611.

50 Spouses Solangon vs. Salazar, G.R. No. 125944, 29 June 2001.

51 Supra note 33.

52 Supra note 50.

53 Spouses Solangon vs. Salazar, G.R. No. 125944, 29 June 2001, also citing Almeda v. Court of Appeals, 256 SCRA 292.

54 Supra note 49.

55 Supra note 33.

56 Supra note 50.

57 Supra note 49.

58 Supra note 48.

59 RCBC v. Court of Appeals, 289 SCRA 292, 312.

60 Ligutan, et al. vs. Court of Appeals, et al., G.R. No. 138677, 12 February 2002, also citing Art. 1226, Civil Code.

61 Ibid., citing Art. 1228, Civil Code and Manila Racing Club vs. Manila Jockey Club, 69 Phil. 55.

62 Ibid., citing Arts. 2227 and 1229, Civil Code.


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