Equitable v Rcbc ADR Case
G.R. No. 182248 December 18, 2008
EQU!A"#E $C "AN%NG C&R$&RA!&N,
GE&RGE #. G&, $A!RC% D. G&, GENE'E'E (.).
G&,*ERDNAND +AR!N G. R&+UA#DE,, &-CAR $. #&$E,.
DEE, RENE ). "UENA'EN!URA, G#&RA #.!AN.C#+AC&,
R&GE#& -. C/UA, *EDERC& C. $A-CUA#, #E&$&#D& -.
'ER&0, (#*RD& '.'ERGARA, ED#"ER!& '. )A'ER,
AN!/&N0 *. C&N(A0, R&+U#AD U. D0 !ANG, (A#!ER
C.(E--+ER, a12 AN!&N& N. C&!&C& vs. RC"C CA$!A#
C&R$&RA!&N
!3e *acts
Petitioners Equitable PCI Bank, Inc. (EPCIB) and the individual shareholders
of Bankard, Inc., as sellers, and respondentRCBC Capital Corporation
(RCBC), as buyer, eecuted a !hare Purchase "#ree$ent (!P") for the
purchase of petitioners% interests in Bankard, representin# &&',('),))) shares,
for the price of PhP *,+,',+'-,()). .o epedite the
purchase, RCBC a#reed to dispense /ith the conduct of a due dili#ence audit
on the financial status of [Link] deposited the stipulated
do/npay$ent a$ount in an escro/ account after /hich it /as #iven full
$ana#e$ent andoperational control of Bankard. )u1e 2, 2000 is also
considered by the parties as the Closi14 Date referred to in the !P".
!o$eti$e in !epte$ber &))), RCBC had Bankard%s accounts audited,
creatin# for the purpose an audit tea$ and theconclusion /as that the
/arranty, as contained in !ection 0(h) of the !P" (si$ply !ec. 01h2
hereinafter), /as [Link] paid the balance of the contract price. .he
correspondin# deeds of sale for the shares in question /ere eecuted
in3anuary &))*. .hereafter RCBC infor$ed petitioners of its havin# overpaid
the purchase price of the sub4ect shares,clai$in# that there /as an
overstate$ent of valuation of accounts a$ountin# to PhP (+, $illion,
resultin# in theoverpay$ent of over PhP '*' $illion. .hus, RCBC clai$ed
that petitioners violated their /arranty, as sellers, e$bodied in!ec. 0(#) of the
!P" (!ec. 01#2 hereinafter).RCBC, in accordance /ith !ec. *) of the !P",
filed a Request for "rbitration
dated 5ay *&, &))( /ith the ICC6IC". In therequest, RCBC char#ed
Bankard /ith deviatin# fro$, contravenin# and not follo/in# #enerally
accepted accountin#principles and practices in $aintainin# their
books. "rbitration in the ICC6IC" proceeded after the for$ation of the
arbitration tribunal consistin# of retired 3ustice !antia#o 5. 7apunan,
no$inated by petitioners8 9eil 7aplan, RCBC%s no$inee8 and !ir Ian Barker,
appointed by the ICC6IC". "fter dra/n out proceedin#s /ith each party
alle#in# deviation and non6co$pliance by the other /ith arbitration rules,
thetribunal, /ith 3ustice 7apunan dissentin#, rendered a Partial "/ard . :n
the $atter of prescription, the tribunal held that RCBC%s clai$ is not ti$e
6barred, the clai$ properly fallin# under the conte$plation of !ec. 0(#) and
not !ec. 0(h). "s such, the tribunal concluded, RCBC%s clai$ /as filed /ithin
the three (;) 6year period under !ec. 0(#) and that the si (')6$onth period
under !ec. 0(h) did not apply..he tribunal also eonerated RCBC fro$ laches,
the latter havin# sou#ht relief/ithin the three (;)6year period prescribed in the
!P".9otably, the tribunal considered the rescission of the !P" and "!P" as
i$practicable and <totally out of the question.<RCBC filed /ith the R.C a
5otion to Confir$ Partial "/ard. .he R.C issued the first assailed order
confir$in# the Partial "/ard and denyin# the adverted separate $otions to
vacate and to suspend and inhibit. =ro$ this order, petitionerssou#ht
reconsideration, but their $otion /as denied by the R.C .
ssue5
>:9 there is $anifest disre#ard of the la/ by the ICC6IC"
/el25
.he petition $ust be denied..his is a procedural $iscue for petitioners /ho
erroneously bypassed the Court of "ppeals (C") in pursuit of its appeal.>hile
this procedural #affe has not been raised by RCBC, still /e /ould be re$iss
in not pointin# out the proper $ode ofappeal fro$ a 2ecisio1 o6 t3e R!C
co16irmi14, vacati14, setti14 asi2e, mo2i67i14, or correcti14 a1 arbitral
a8ar2. Rule (0 is not the re$edy available to petitioners as the proper $ode
of appeal assailin# the decision of the [Link]$in# as arbitral a/ard is an
appeal before the C" pursuant to !ec. (' of Republic "ct 9o. (R") -&,0,
other/isekno/n as the
"lternative ?ispute Resolution "ct of &))(, or co$pletely, "n "ct to
Institutionali@e the Ase of an "lternative?ispute Resolution !yste$ in the
Philippines and to Establish the :ffice for "lternative ?ispute Resolution, and
for otherPurposes , pro$ul#ated on "pril &, &))( and beca$e effective on
"pril &,, &))( after its publication on "pril *;, &))(.In 7orea .echnolo#ies
Co., Btd v. Ber$a , /e eplained, inter alia ,that the R.C decision of an
assailed arbitral a/ardis appealable to the C" and $ay further be appealed to
this Court.
C3u14 *u 12ustries 9$3ils: v. Courto6 A;;eals
*AC!-5
65ay *+, *-,-C petitioner Chun# =uIndustries and private
respondentsRoblecor Philippines for#ed aconstruction a#ree$ent /h
ereinRoblecor co$$itted to constructand finish on ?ec. ;*, *-,-,
Chun#=u%s industrialDfactory co$ple in .ana/an, Cavite in
consideration of P(&56It /as stipulated also that in
theevent of disputes, the parties
/illbe sub4ected to an arbitrationresolution, /herein the arbitrator/ill
be chosen by both parties "part fro$
the constructiona#ree$ent, the parties alsoentered into ancillary
contracts forthe construction of a dor$itory
andsupport facilities /ith a contractprice of ;, ,+0, &,0.)) to beco$p
leted on or before :ctober ;*,*-,- and the other dated "u#.
*&,*-,- for the installation of electrical, /ater and hydrantsyste$s at
the plant site, priced at*&.*5 and requirin# co$pletionthereof one
$onth after civil /orkshave been finished6
Eo/ever, Roblecor failed toco$plete the /ork despite theetension
allo/ed by Chun# =u6!ubsequently, Chun# =u had totake over the
construction /hen ithad beco$e evident that Roblecor/as not in a
position to fulfill theobli#ation6Clai$in# an unsatisfied account
of P*), 0)), ))) and unpaid pro#ressbillin#s
of P &, ;+), *+-.&;,Roblecor filed a petition forCo$pulsory
"rbitration /ith prayerfor .R: before respondent R.C
,pursuant to the arbitration clausein the construction a#ree$ent6
Chun# =u $oved to dis$iss thepetition and further prayed for
thequashin# of the restrainin# order6!ubsequent ne#otiations
bet/eenthe parties eventually led to thefor$ulation of an arbitrationa
#ree$ent /hich includes that theFdecision of the arbitrator shall
befinal and unappealable, therefore,there shall be no further 4udicialre
course if either party disa#rees/ith the /hole or any part of
thearbitrator%s a/ardG6
R.C approved the arbitrationa#ree$ent and "suncion /asappointed
as the sole arbitrator6"rbitrator ruled in favor of thecontractor
Roblecor6Chun# =u $oved to re$and thecase for further hearin# and
askedfor a reconsideration of the 4ud#$ent a/ard clai$in# that"sunc
ion co$$itted *& instancesof #rave error by disre#ardin#
theprovisions of the parties% contract6R.C denied Chun# =u%s
5otion toRe$and and approved Roblecor%s5otion for Confir$ation
of "/ard6Chun# =u elevated the case to C"/hich denied the
petition6Eence, this petition to the !upre$eCourt
--UE-5
*.>:9 the sub4ect arbitration a/ardis beyond the a$bit of the
court%spo/er of 4udicial revie/
&.>:9 respondent court co$$itted#rave abuse of discretion
/E#D<RA!&5
69o6It%s stated eplicitly under"rt. &)(( of the Civil
Codethat the finality of thearbitrator%s a/ard is notabsolute and /itho
uteceptions6>here the conditionsdescribed in "rts. &);,,&);- and
&)() applicable
toboth co$pro$ises andarbitrations are obtainin#,the arbitrators% a/a
rd $aybe annulled or rescinded.
"dditionally, !ections &(and &0 of the "rbitrationBa/ provide #roun
ds forvacatin#, 5odifyin# orrescindin# an arbitrator%sa/ard.
%orea !ec31olo4ies Co., #t2. 's. /o1. Albert A. #erma,
et al.
%orea !ec31olo4ies Co., #t2. 's. /o1. Albert A. #erma, et
al. , G.R. No. 14=>81. )a1uar7 ?, 2008
*AC!-C
Petitioner 7:HIE! and respondent PH!5C eecuted a
Contract /hereby 7:HIE! /ould set up an BPH Cylinder
5anufacturin# Plant for respondent. Respondent unilaterally
cancelled the contract on the #round that petitioner had altered
the quantity and lo/ered the quality of the $achineries and
equip$ent it delivered. Petitioner opposed infor$in# the latter
that PH!5C could not unilaterally rescind their contract nor
dis$antle and transfer the $achineries and equip$ent on $ere
i$a#ined violations by petitioner. Petitioner then filed a
Co$plaint for !pecific Perfor$ance a#ainst respondent before
the R.C. Respondent filed its "ns/er /ith Co$pulsory
Counterclai$ assertin# that it had the full ri#ht to dis$antle
and transfer the $achineries and equip$ent because it had
paid for the$ in full as stipulated in the contract. 7:HIE!
filed a $otion to dis$iss respondent%s counterclai$s ar#uin#
that /hen PH!5C filed the counterclai$s, it should have paid
docket fees and filed a certificate of non6foru$ shoppin#, and
that its failure to do so /as a fatal defect. .he R.C dis$issed
the petitioner%s $otion to dis$iss respondent%s counterclai$s
as these counterclai$s fell /ithin the requisites of co$pulsory
counterclai$s.
--UEC
>:9 pay$ent of docket fees and certificate of non6foru$
shoppin# /ere required in the respondent%s "ns/er /ith
counterclai$I
/E#DC
9:. .he counterclai$s of PH!5C /ere incorporated in its
"ns/er /ith Co$pulsory Counterclai$ in accordance /ith
!ection , of Rule **, *--+ Revised Rules of Civil Procedure,
the rule that /as effective at the ti$e the "ns/er /ith
Counterclai$ /as filed. !ec. , on eistin# counterclai$ or
cross6clai$ states, F" co$pulsory counterclai$ or a cross6
clai$ that a defendin# party has at the ti$e he files his ans/er
shall be contained therein.G "s to the failure to sub$it a
certificate of foru$ shoppin#, PH!5C%s "ns/er is not an
initiatory pleadin# /hich requires a certification a#ainst foru$
shoppin# under !ec. 0&( of Rule +, *--+ Revised Rules of
Civil Procedure. It is a responsive pleadin#, hence, the courts a
quo did not co$$it reversible error in denyin# 7:HIE!%
$otion to dis$iss PH!5C%s co$pulsory counterclai$s. "t the
ti$e PH!5C filed its "ns/er incorporatin# its counterclai$s
a#ainst 7:HIE!, it /as not liable to pay filin# fees for said
counterclai$s bein# co$pulsory in nature. >e stress,
ho/ever, that effective "u#ust *', &))( under !ec. +, Rule
*(*, as a$ended by ".5. 9o. )(6&6)(6!C, docket fees are
no/ required to be paid in co$pulsory counterclai$ or cross6
clai$s.
1sualr -avi14s vs *ar East Di4est
Insular !avin#s Bank vs. =ar East Bank "nd .rust Co$pany,
H.R. 9o. *(*,*,, 3une &&, &))'=actsC Respondent filed a
co$plaint a#ainst Eo$e Bankers .rust and Co$pany
(EB.C) /ith
the Philippine Clearin# Eouse Corporation%s (PCEC)
"rbitration Co$$ittee
, seekin# recoveryfro$ the petitioner, the su$ of
P&0,&)),))).)) representin# the total a$ount of the three
checksdra/n and debited a#ainst its clearin# [Link]
the ter$ination of the arbitration proceedin#s, respondent filed
another
co$plaint but this ti$e /ith the Re#ional .rial Court (R.C) fo
r !u$ of 5oney and ?a$a#es /ithPreli$inary "ttach$ent.
.he R.C suspended the proceedin#s pendin# the decision of
the"rbitration Co$$ittee..he PCEC "rbitration Co$$ittee
rendered its decision in favor of [Link] $otion
for reconsideration /as denied. It then filed a petition for
revie/ in the earliercase filed by respondent in the R.C. .he
R.C dis$issed the petition for revie/, for lack
of [Link] >hether or not the petitioner availed the
proper re$edy contestin# the decision rendered by the
"rbitration Co$$[Link]#C 9e#[Link] had several
4udicial re$edies available at its disposal after the "rbitration
Co$$itteedenied its 5otion for Reconsideration. It $ay
petition the proper R.C to issue an order vacatin#the a/ard on
the #rounds provided for under !ection &( of the "rbitration
Ba/. Petitionerlike/ise has the option to file a petition for
revie/ under Rule (; of the Rules of Court /ith theCourt of
"ppeals on questions of fact, of la/, or $ied questions of
fact and la/. Bastly, petitioner $ay file a petition for certiorari
under Rule '0 of the Rules of Court on the #round thatthe
"rbitrator Co$$ittee acted /ithout or in ecess of its
4urisdiction or /ith #rave abuse ofdiscretion a$ountin# to lack
or ecess of 4urisdiction. !ince this case involves acts
or o$issionsof a quasi64udicial a#ency, the petition should be
filed in and co#ni@able only by the Court of"ppeals.