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May 10, 1994

There was a joint account by lim, and velasco, lim being an officer and stock holder
of Estern plywood with the CBCT (BPI) Velasco died and the one half of the deposit
of 600,000 was provisionally dismissed to account of Eastern Plywood.. Lim
obtained a loan with CBCT in amount of 72,000 with interest of 14% per annum and
thereby executed a promissory note without indicating a security thereon. Rather
they executed an agreement to hold-out the account with CBCT as security of said
laon. Meanwhile, there was a case filed for settlement of estate of Velasco where
the court granted the withdrawal of deposit of the Joint account of velasco with
remaining balance of 300,000. Sometime in 1980 as CBCT was merged to BPI, it
filed a claim of sum of money against Lim and Eastern with regard to the promissory
note which the latter countered for the return of the balance in the disputed
account subject of the Holdout Agreement and the interests thereon after deducting
the amount due on the promissory note. RTC ruled in favor of defendant Lim, but CA
failed to rule on the counterclaim with regard to the remaining deposit which was
withdrawn by Velascos heirs, but reversed the same after reconsideration, and
ordered BPI to pay Lim the remaining balance. Petition was filed by BPI stating that
the hold-out agreement is subject to suspensive condition that the "P331,261.44
shall become a security for respondent Lim's promissory note only if respondents'
Lim and Eastern Plywood Corporation's interests to that amount are established as a
result of a final and definitive judicial action or a settlement between and among
the contesting parties thereto.
ISSUE: Can the counterclaim of Lim and Eastern be granted?
Yes. The counterclaim of Eastern and Lim for the return of the P331,261.44 20 was
equivalent to a demand that they be allowed to withdraw their deposit with the
bank. Article 1980 of the Civil Code expressly provides that "[f]ixed, savings, and
current deposits of money in banks and similar institutions shall be governed by the
provisions concerning simple loan." In Serrano vs. Central Bank of the
Philippines, 21we held that bank deposits are in the nature of irregular deposits; they
are really loans because they earn interest. The relationship then between a
depositor and a bank is one of creditor and debtor. The deposit under the
questioned account was an ordinary bank deposit; hence, it was payable on
demand of the depositor.
The account was proved and established to belong to Eastern even if it was
deposited in the names of Lim and Velasco. As the real creditor of the bank, Eastern
has the right to withdraw it or to demand payment thereof.

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Moreover, the order of the court in Sp. Proc. No. 8959 merely authorized the heirs of
Velasco to withdraw the account. BPI was not specifically ordered to release the
account to the said heirs; hence, it was under no judicial compulsion to do so.

August 19, 1988

1988CORTES, J:






Rizaldy T. Zshornack and his wife maintained in COMTRUST a dollar savings account
and a peso current account. An application for a dollar draft was accomplished by
Virgillo Garcia branch manager of COMTRUST payable to a certain Leovigilda Dizon.
In the PPLICtion, Garcia indicated that the amount was to be charged to the dollar
savings account of the Zshornacks. There was no indication of the name of the
purchaser of the dollar draft. Comtrust issued a check payable to the order of Dizon.
When Zshornack noticed the withdrawal from his account, he demanded an
explanation from the bank. In its answer, Comtrust claimed that the peso value of
the withdrawal was given to Atty. Ernesto Zshornack, brother of Rizaldy. When he
encashed with COMTRUST a cashiers check for P8450 issued by the manila banking
corporation payable to Ernesto.
ISSUE: Can the bank cannot be held NOT liable under the contract, and the
obligation is purely personal to Garcia?
No. the transaction is one of depositum.
The document which embodies the contract states that the US$3,000.00 was
received by the bank for safekeeping. The subsequent acts of the parties also show
that the intent of the parties was really for the bank to safely keep the dollars and
to return it to Zshornack at a later time. Thus, Zshornack demanded the return of
the money on May 10, 1976, or over five months later. The above arrangement is
that contract defined under Article 1962, New Civil Code, which reads: Art. 1962. A
deposit is constituted from the moment a person receives a thing belonging to
another, with the obligation of safely keeping it and of returning the same. If the
safekeeping of the thing delivered is not the principal purpose of the contract, there
is no deposit but some other contract.
However, since the mere safekeeping of the greenbacks, without selling them to the
Central Bank within one business day from receipt, is a transaction which is not
authorized by CB Circular No. 20, it must be considered as one which falls under the
general class of prohibited transactions. Hence, pursuant to Article 5 of the Civil

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Code, it is void, having been executed against the provisions of a
mandatory/prohibitory law. More importantly, it affords neither of the parties a
cause of action against the other. We thus rule that Zshornack cannot recover under
the second cause of action


The petitioner (pres. Aguirre) and Spouses Pugaos entered into an agreement where
the former will purchase a real property in consideration of P350, 625. P75,725 of
which was paid for down payment and the remaining balance covered by postdated
checks. Among the terms embodied the Sale of Land were that the titles to the lots
shall be transferred to the petitioner upon full payment of the purchase price and
that the owner's copies TCT shall be deposited in a safety deposit box of any bank.
A certain Mrs. Margarita Ramos offered to buy from the petitioner the two (2) lots at
a price of P225.00 per square meter which translates to a for a total of P280,500.00
for the entire property. Mrs. Ramos demanded execution of a deed of sale which
necessarily entailed the production of the certificates of title. In view thereof,
Aguirre, accompanied by the Pugaos, then proceeded to the respondent Bank to
open the safety deposit box. However, it yielded no such certificates. Hence, Mrs.
Ramos withdrew her earlier offer to purchase the lots; as a consequence, the
petitioner having failed the expected profit filed for damages against the
respondent Bank with CFI.
Bank alleged that the petitioner has no cause of action because of paragraphs 13
and 14 of the which states that loss of any of the items or articles contained in the
box could not give rise to an action against it. Court decided adverse to petitioner.
CA affirmed on the ground that the contract was one of lease.
The petition is partly meritorious.

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The contract in the case at bar is a special kind of deposit. It cannot be
characterized as an ordinary contract of lease under Article 1643 because the full
and absolute possession and control of the safety deposit box was not given to the
joint renters.
Court of Appeals, be based on or proceed from a characterization of the impugned
contract as a contract of lease, but rather on the fact that no competent proof was
presented to show that respondent Bank was aware of the agreement between the
petitioner and the Pugaos to the effect that the certificates of title were
withdrawable from the safety deposit box only upon both parties' joint signatures,
and that no evidence was submitted to reveal that the loss of the certificates of title
was due to the fraud or negligence of the respondent Bank. This in turn flows from
this Court's determination that the contract involved was one of deposit. Since both
the petitioner and the Pugaos agreed that each should have one (1) renter's key, it
was obvious that either of them could ask the Bank for access to the safety deposit
box and, with the use of such key and the Bank's own guard key, could open the
said box, without the other renter being present.


March 10, 1975
FACTS: CTI was in possession of high density cotton in behalf of Luzon brokerage,
until the consignee thereof issues the corresponding letter of credit to the Shipper
Adolph. Meanwhile Artex, having acquired a forged permit from the Bureau of
Customs to deliver the goods, was able to obtain the bale of cottons while the letter
of credit not yet executed. CTI, sought to recover possession of the cotton through a
writ of replevin. The writ could not be executed. CTI then filed an an action for the
recovery from Artex. Artex alleged in its motion to dismiss that it was not shown in
the delivery permit that Artex was the entity that presented that document to the
CTI. Artex further averred that it returned the cotton to Paramount Textile Mills, Inc.
when the contract of sale between them was rescinded because the cotton did not
conform to the stipulated specifications as to quality (14-15, Record on Appeal). No
copy of the rescissory agreement was attached to Artex's motion to dismiss.
ISSUE: Whether or not CTI have cause of action against Artex.
We hold that CTI's appeal has no merit. Its amended complaint does not clearly
show that, as warehouseman, it has a cause of action for damages against Artex.
The real parties interested in the bales of cotton were Luzon Brokerage Corporation
as depositor, Paramount Textile Mills, Inc. as consignee, Adolph Hanslik Cotton as
shipper and the Commissioners of Customs and Internal Revenue with respect to

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the duties and taxes. These parties have not sued CTI for damages or for recovery
of the bales of cotton or the corresponding taxes and duties.
The case might have been different if it was alleged in the amended complaint that
the depositor, consignee and shipper had required CTI to pay damages, or that the
Commissioners of Customs and Internal Revenue had held CTI liable for the duties
and taxes. In such a case, CTI might logically and sensibly go after Artex for having
wrongfully obtained custody of the merchandise.
The warehouseman cannot sue for the value of the goods unless he had been sued
by the depositor or the consignee who are the real parties in interest, not the


Jose Sia, president and GM of Metal Manufacturing Company of the Phil., on behalf
of said company, obtained delivery of 150 cold rolled steel sheets valued at
P71,023.60 under a trust receipt agreement. Said sheets were consigned to the
Continental Bank, under the express obligation on the part of Sia of holding the
sheets in trust and selling them and turning over the proceeds to the bank. Sia,
however, allegedly failed and refused to return the sheets or account for the
proceeds thereof if sold, converting it to his own personal use and benefit.
Continental Bank filed a complaint for estafa against Sia. The trial court and CA
ruled against Sia. In reviewing the evidence, the Court of Appeals came up with the
following findings of facts which the Solicitor General alleges should be conclusive
upon this Court:
Sia was acquitted. CA decision is reversed.
An officer of a corporation can be held criminally liable for acts or omissions done in
behalf of the corporation only where the law directly requires the corporation to do
an act in a given manner. In the absence of a law making a corporate officer liable

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for a criminal offense committed by the corporation, the existence of the criminal
liability of the former may not be said to be beyond doubt. Hence in the absence of
an express provision of law making Sia liable for the offense done by MMCP of which
he is President, as in fact there is no such provision under the Revised Penal Code,
Sia cannot be said to be liable for estafa.
We consider the view that the trust receipt arrangement gives rise only to civil
liability as the more feasible, before the promulgation of P.D. 115. The transaction
being contractual, the intent of the parties should govern. Since the trust receipt
has, by its nature, to be executed upon the arrival of the goods imported, and
acquires legal standing as such receipt only upon acceptance by the "entrustee,"
the trust receipt transaction itself, the antecedent acts consisting of the application
of the L/C, the approval of the L/C and the making of the marginal deposit and the
effective importation of the goods, all through the efforts of the importer who has to
find his supplier, arrange for the payment and shipment of the imported goods-all
these circumstances would negate any intent of subjecting the importer to criminal
prosecution, which could possibly give rise to a case of imprisonment for nonpayment of a debt. The parties, therefore, are deemed to have consciously entered
into a purely commercial transaction that could give rise only to civil liability, never
to subject the "entrustee" to criminal prosecution.

G.R. No. L-23033

January 5, 1967

(Manila Port a subsidiary of herein company, imports carnation milk from San
Fransisco, California)
Manila Railroad received into its custody a shipment of cases of milk, of which 3.171
were marked for Cebu(Cebu United Enterprises) and 1,829 for Lua Kia but according
to the bills of lading in Manila Railroad's possession, Lua Kia was entitled to 2000
cases and Cebu was entitled to 3000 cases. Manila Railroad delivered 1,913 cases
Issue: Is Manila Rail Road liable to Lua Kia for the undelivered cases of milk

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Yes. The legal relationship between an arrastre operator and the consignee is akin
to that of a depositor and warehouseman. As custodian of the goods discharged
from the vessel, it was A's duty like that of any other depositary to take good care of
the goods and turn them over to the party entitled to their possession. Under this
particular set of circumstances, A should have held delivery because of the
discrepancy between the bill of lading and the markings and conducted its own
investigation not unlike that under Section 18 of the Warehouse Receipts law, or
called upon the parties to interplead such ias in case under Section 17 of the same
law, in order to determine the rightful owner of the goods.
We therefore find the defendants liable, without prejudice to their taking whatever
proper legal steps they may consider worthwhile to recover the excess delivered to
Cebu United Enterprises.

November 14, 1901

Art. 1978: When the depositary has permission to use the thing deposited, the contr
act loses the concept of a deposit and becomes a loan or commodatum, except whe
re safekeeping is still the principal purpose of the contract.
The present appeal has been interposed in the declarative action of greater import
filed in the Court of First Instance of Tondo, commenced on January 10, 1900, by
Don Manuel Garcia Gavieres as plaintiff and successor in interest of the deceased

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Doa Ignacia de Gorricho against Don Trinidad H. Pardo de Tavera as universal heir
of the deceased Don Felix Pardo de Tavera for the collection of a balance of 1,423
pesos 75 cents, remaining due on an original obligation of 3,000 pesos which, as the
plaintiff alleges, was the amount of a deposit delivered by Doa Ignacia Gorricho,
deceased, to Don Felix Pardo de Tavera, deceased, on the 31st day of October,
1859. The agreement between the parties appears in the following writing:
The defendant answering complaint of plaintiff alleges among other things as a
defense, that the document upon which the complaint is based was not a contract
of deposit as alleged in the complaint, but a contract of loan, and setting forth
furthermore the payment of the original obligation as well as the prescription of the
action. The defendant contends that the document upon which the action is based
is not evidence of a deposit, as the plaintiff maintains, but of a contract of loan, and
that the prescription applicable to loans has extinguished the right of action.
ISSUE: Can the plaintiff recover said amount the contract being a depositum?
Although in the document in question a deposit is spoken of, nevertheless from an
examination of the entire document it clearly appears that the contract was a loan
and that such was the intention of the parties. It is unnecessary to recur to the
canons of interpretation to arrive at this conclusion. The obligation of the depositary
to pay interest at the rate of 6 per cent to the depositor suffices to cause the
obligation to be considered as a loan and makes it likewise evident that it was the
intention of the parties that the depositary should have the right to make use of the
amount deposited, since it was stimulated that the amount could be collected after
notice of two months in advance. Such being the case, the contract lost the
character of a deposit and acquired that of a loan. (Art. 1768, Civil Code.)
All personal actions, such as those which arise from a contract of loan, cease to
have legal effect after twenty years according to the former law and after fifteen
years according to the Civil Code now in force.
The original contract between the parties was celebrated nearly a half century ago.
Petitioner, Concepcion Maneja made a time deposit with Overseas Bank of Manila
followed by another time deposit the following year amounting to 150,000 and
200,000 respectively, with 6% and 6.5% interest on said amount. She got married
to Felixberto Serrano and thereby conveyed and transfer the time deposit to Manuel
Serrano. Upon series of demands, not a single time deposit was honoured. He filed
case against herein bank and included Central Bank so the latter may also be jointly
and severally liable. Central bank contends, Monetary Board decided in its

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Resolution No. 322, prohibited said Bank from making new loans and investments in
view of its chronic reserve deficiencies against its deposit liabilities, and that neither
the law nor sound banking supervision requires respondent Central Bank to
advertise or represent to the public any remedial measures it may impose upon
chronic delinquent banks as such action may inevitably result to panic or bank
Meanwhile in another case filed by one Ramos, where Petitioner Serrano filed
motion to intervene on the ground that Serrano had a real and legal interest as
depositor of the Overseas Bank of Manila but was denied, The Court rendered where
Central Bank's resolution Nos. 1263, 1290 and 1333 (that prohibit the Overseas
Bank of Manila to participate in clearing, direct the suspension of its operation, and
ordering the liquidation of said bank) are hereby annulled and set aside.
In view thereof, petitioner filed motion for judgment in the case at bar.
ISSUE: Is Central Bank liable for its alleged failure to supervise the acts of the Bank
and protect the interests of its depositors by virtue of the constructive trust
Both parties overlooked one fundamental principle in the nature of bank deposits
when the petitioner claimed that there should be created a constructive trust in his
favor when the respondent Overseas Bank of Manila increased its collaterals in
favor of respondent Central Bank for the former's overdrafts and emergency loans,
since these collaterals were acquired by the use of depositors' money.
Bank deposits are in the nature of irregular deposits. They are really loans because
they earn interest. All kinds of bank deposits, whether fixed, savings, or current are
to be treated as loans and are to be covered by the law on loans. Current and
savings deposit are loans to a bank because it can use the same. The petitioner
here in making time deposits that earn interests with respondent Overseas Bank of
Manila was in reality a creditor of the respondent Bank and not a depositor. The
respondent Bank was in turn a debtor of petitioner. Failure of the respondent Bank
to honor the time deposit is failure to pay obligation as a debtor and not a breach of
trust arising from depositary's failure to return the subject matter of the deposit.
the petition is dismissed for lack of merit, with costs against petitioner.

November 13, 1935


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August 2, 1933: Treasurer of the US for the United States Veterans Bureau issued a
Warrant in the amount of $361, payable to the order of Francisco Sabectoria Bacos,
Atty. Paulino Gullas and Pedro Lopez signed as endorsers of this check. It was
subsequently cashed by the Philippine National Bank, but dishonored by Insular
Treasurer because of the outstanding balance of Attorney Gullas on the books of the
bank was P509
Notices were sent but Attorney Gullas left his residence for Manila so the notices of
dishonor informing him that the amount of $366 was applied to his outstanding
balance were not received by him. Upon his return to Cebu, he received the notice
of dishonor and paid the balance and thereby burdening inconveniences to Atty.
1. insurance unpaid due to lack of credit
2. periodicals in the vicinity gave prominence to the news to the great
mortification of Gullas
ISSUE: W/N the bank had the right to automatically credit Gullas account and it was
not prejudicial to him
NO. Defendant was ordered Pay Gullas nominal damage of P250 it has been held a
long line of authorities that notice of dishonor is in order to charge all indorser and
that the right of action against him does not accrue until the notice is given. - NIL.
The Philippine National Bank had with respect to the deposit of Gullas a right of set
off. However, we next consider if that remedy was enforced properly. The fact we
believe is undeniable that prior to the mailing of notice of dishonor, and without
waiting for any action by Gullas, the bank made use of the money standing in his
account to make good for the treasury warrant. At this point recall that Gullas was
merely an indorser and had issued in good faith.
As to a depositor who has funds sufficient to meet payment of a check drawn by
him in favor of a third party, it has been held that he has a right of action against
the bank for its refusal to pay such a check in the absence of notice to him that the
bank has applied the funds so deposited in extinguishment of past due claims held
against him. (Callahan vs. Bank of Anderson [1904], 2 Ann. Cas., 203.) The decision
cited represents the minority doctrine, for on principle it would seem that notice is
not necessary to a maker because the right is based on the doctrine that the
relationship is that of creditor and debtor. However this may be, as to an indorser
the situation is different, and notice should actually have been given him in order
that he might protect his interests.

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July 22, 1919.]

RAMON ABOITIZ, administrator of the estate of Juan Ibanez de
Aldecoa, Plaintif-Appellee, vs. OQUIENA & Co. and OQUIENA & CO.
(LTD.), Defendants-Appellants.
Juan I. de Aldecoa, had there a going business relations with Oquiena & Co. in
Cebu. Juan I. de Aldecoa died, and in September of the same year Anastacio I. de
Aldecoa was appointed administrator of his estate. At that time Anastacio I. de
Aldecoa was also the manager in Cebu of Oquiena & Co. Anastacio I. de Aldecoa
died, having committed suicide, and in April of the same year Ramon Aboitiz was
appointed in his place as administrator of the estate of I. de Aldecoa.
For the first cause of action the Plaintif seeks to recover from the Defendants the
sum of P9,011.58, with interest at the rate of 8 percent per annum beginning on
February 22, 1913.
This demurrer was filed on the ground that the facts alleged in the complaint do not
constitute a cause of action in regard to the payment of the sum of P9,011.58. It is
said that, if this is in the hands of the Defendants as a deposit, the Plaintif cannot
withdraw it without a judicial order, inasmuch as in the receipt no fixed time is
ISSUE: Can Aboitiz recover from herein company?
The document is in fact clearly a deposit, according to its terms, without a fixed
time. But exactly for being such, the sum deposited may be withdrawn at any time
(Articles 1766 of the Civil Code and 306 of the Code of Commerce)
According to its by-laws, Oquiena & Co. ought to have been dissolved but was
extended to July 1, 1913 according to its by-laws. On April 14, 1914, the creditors
and shareholders of the Oquinena & Co. began to organize a company called
Oquiena & Co. (Ltd.), as a successor to the former. The formal transfer of all the
assets and business of Oquiena & Co. to Oquiena & Co. (Ltd.) was effected. In the
articles of co-partnership of the new company, Oquiena & Co. (Ltd.), as well as in
the transference to the same of all the assets and business of the Oquiena & Co., it
was made to appear that Oquiena & Co. (Ltd.) has assumed all the obligations of
Oquiena & Co. Oquiena & Co. ( Ltd. ) appeared at its own request as Defendant in
this case and appealed in order to assume the obligations of Oquiena & Co. We

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find no reason why the former should be declared liable in this decision instead of
Oquiena & Co. (Ltd.) to whom has passed all said obligations and rights and by
whom voluntarily and in good faith all are assumed.
From the foregoing considerations, we affirm the former judgment in all its parts
except regarding the sentencing Oquiena & Co. and the absolving of Oquiena &
Co. (Ltd.).