THE Court of Appeals (CA) has ordered the Regional Trial Court (RTC) of Parañaque City to dismiss the complaint filed by the Gow family, which owns the Uniwide group of companies, seeking to annul the dacion en pago agreement it entered into with the Land Bank of the Philippines (LBP) to settle its more than P600-million loan obligations.
A 10-page ruling penned by Associate Justice Florito Macalino did not give credence to the claim of the Gows that they were compelled to agree to dacion en pago or payment-in-kind arrangement of their properties at a low valuation due to “intimidation, undue influence and fraud” committed by LBP, one of their creditors, against them.
The appellate court also held that the trial court should have dismissed the complaint of the Gow family against LBP due to lack of jurisdiction.
It noted that under Section 5.2 of the Securities Regulation Code, the jurisdiction of the Securities and Exchange Commission (SEC) regarding suspension of payments or rehabilitation cases was retained in so far as cases filed before June 30, 2000.
However, the Gows filed their complaint for annulment of agreement against LBP in 1999, thus, the SEC still has jurisdiction over the case.
The appellate court also dismissed the argument of the Gow family that the case filed before the RTC in Parañaque is about annulment of contracts and not the annulment of the second amended rehabilitation plan approved by the SEC.
The Gow family, the CA said, is just trying to “circumvent” the law considering that the contracts were entered into by the parties pursuant to the approved rehabilitation plan regarding the payment of their debts.
Thus, in seeking the annulment of the contracts, the Gows are actually questioning the rehabilitation plan, which falls under the jurisdiction of the SEC.
“In this case, it is not denied by the private respondents that the second amended rehabilitation plan which includes the dacion en pago of the properties of the private respondents in favor of their creditors one of which is the petitioner LBP, was made in collaboration with the private respondents and presented for the approval of the SEC and in the said proceedings for the approval of the rehabilitation plan, the private respondents interposed no objection resulting to the approval of the same,” the CA said.
“Since they agreed to the dacion en pago as a means for paying their outstanding debts with petitioner LBP, they are now stopped to question the same by filing an action for annulment of contract which were entered into pursuant to the rehabilitation plan they agreed to,” the CA added.
The CA further held that even if the Gows would question the rehabilitation plan, they can no longer do so due to prescription.
It noted that under Section 25 of the Interim Rules of Procedure on Corporate Rehabilitation, motion for revocation of rehabilitation plan on grounds of fraud should be filed within 90 days from approval of the rehabilitation plan.
Based on the records that the SARP for Uniwide was approved in 2001 while the Gows filed their complaint for annulment of dacion en pago agreement only on September 4, 2007.
LBP granted loans amounting to P588 million in favor of respondents Uniwide Holdings Inc. Uniwide Sales Inc., Uniwide Sales Warehouse Club Inc., Uniwide Sales Realty Resources Corporation, collectively known as Uniwide Group.
