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    Dona Adela Export International, Inc. vs. Tidcorp and Bpi February 11, 2015

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    Shariqah Hanimai Indol Macumbal-Yusoph
    This case involves a dispute over a compromise agreement between creditors TIDCORP and BPI that included a provision waiving the confidentiality of bank deposits of the petitioner Dona Adela Export International, Inc. The petitioner claimed it was not bound by this provision as it was not a party to the agreement and the law requires express written consent of the depositor for such a waiver. The court ruled in favor of the petitioner, finding that the waiver in the compromise agreement lacked the petitioner's written consent as required by law. A valid waiver must be made knowingly and voluntarily by the depositor themselves.

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    Dona Adela Export International, Inc. vs. Tidcorp and Bpi February 11, 2015

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    Shariqah Hanimai Indol Macumbal-Yusoph
    51 views4 pages
    This case involves a dispute over a compromise agreement between creditors TIDCORP and BPI that included a provision waiving the confidentiality of bank deposits of the petitioner Dona Adela Export International, Inc. The petitioner claimed it was not bound by this provision as it was not a party to the agreement and the law requires express written consent of the depositor for such a waiver. The court ruled in favor of the petitioner, finding that the waiver in the compromise agreement lacked the petitioner's written consent as required by law. A valid waiver must be made knowingly and voluntarily by the depositor themselves.

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    This case involves a dispute over a compromise agreement between creditors TIDCORP and BPI that included a provision waiving the confidentiality of bank deposits of the petitioner Dona Adela Export International, Inc. The petitioner claimed it was not bound by this provision as it was not a party to the agreement and the law requires express written consent of the depositor for such a waiver. The court ruled in favor of the petitioner, finding that the waiver in the compromise agreement lacked the petitioner's written consent as required by law. A valid waiver must be made knowingly and voluntarily by the depositor themselves.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    51 views4 pages

    Dona Adela Export International, Inc. vs. Tidcorp and Bpi February 11, 2015

    Uploaded by

    Shariqah Hanimai Indol Macumbal-Yusoph
    This case involves a dispute over a compromise agreement between creditors TIDCORP and BPI that included a provision waiving the confidentiality of bank deposits of the petitioner Dona Adela Export International, Inc. The petitioner claimed it was not bound by this provision as it was not a party to the agreement and the law requires express written consent of the depositor for such a waiver. The court ruled in favor of the petitioner, finding that the waiver in the compromise agreement lacked the petitioner's written consent as required by law. A valid waiver must be made knowingly and voluntarily by the depositor themselves.

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    DONA ADELA EXPORT INTERNATIONAL, INC. vs.

    TIDCORP and BPI

    February 11, 2015

    Doctrine:

    R.A. No. 1405 provides for exceptions when records of deposits may be disclosed. These
    are under any of the following instances: (a) upon written permission of the depositor,
    (b) in cases of impeachment, (c) upon order of a competent court in the case of bribery or
    dereliction of duty of public officials or, (d) when the money deposited or invested is the
    subject matter of the litigation, and (e) in cases of violation of the Anti-Money Laundering
    Act, the Anti-Money Laundering Council may inquire into a bank account upon order of any
    competent court.

    FACTS:

    On August 23, 2006, petitioner Doa Adela Export International, Inc. filed a Petition for
    Voluntary Insolvency.

    RTC declared petitioner as insolvent and stayed all civil proceedings against it

    Atty. Gonzales was appointed as receiver and proceeded to make the necessary report,
    engaged appraisers and required the creditors to submit proof of their respective claims.

    The receiver then proposed for the concerned parties to enter into a Compromise
    Agreement

    On August 11, 2011, creditors TIDCORP and BPI also filed a Joint Motion to Approve
    Compromise Agreement which contained the following terms:

    WAIVER OF CONFIDENTIALITY. The petitioner and the members of


    its Board of Directors shall waive all rights to confidentiality provided
    under the provisions of Republic Act No. 1405, as amended, otherwise
    known as the Law on Secrecy of Bank Deposits, and Republic Act No.
    8791, otherwise known as The General Banking Law of 2000.
    Accordingly, the petitioner and the members of its Board of Directors by
    these presents grant TIDCORP and BPI access to any deposit or other
    accounts maintained by them with any bank.For this purpose, the
    petitioner and the members of its Board of Directors shall authorize
    TIDCORP and BPI to make, sign, execute and deliver any document of
    whatever kind or nature which may be necessary or proper to allow
    them access to such deposits or other accounts.

    TIDCORP and BPI shall be further authorized to delegate to any


    person, who may exercise in their stead, any or all of the powers and
    authority herein granted to them or substitute any person in their place
    to do and perform said powers and authority.

    Petitioner filed a motion for partial reconsideration and claimed that TIDCORP and BPIs
    agreement imposes on it several obligations such as payment of expenses and taxes and
    waiver of confidentiality of its bank deposits but it is not a party and signatory to the said
    agreement.

    RTC denied the motion and held that petitioners silence and acquiescence to the joint
    motion to approve compromise agreement while it was set for hearing by creditors BPI and
    TIDCORP is tantamount to admission and acquiescence thereto.

    PETITIONERS CONTENTION:

    Petitioner asserts that express and written waiver from the depositor concerned is
    required by law before any third person or entity is allowed to examine bank deposits or
    bank records. According to petitioner, it is not a party to the compromise agreement
    between BPI and TIDCORP and its silence or acquiescence is not tantamount to an
    admission that binds it to the compromise agreement of the creditors especially the waiver
    of confidentiality of bank deposits. Petitioner cites the rule on relativity of contracts which
    states that contracts can only bind the parties who entered into it, and it cannot favor or
    prejudice a third person, even if he is aware of such contract and has knowledge thereof.
    Petitioner also maintains that waivers are not presumed, but must be clearly and
    convincingly shown, either by express stipulation or acts admitting no other reasonable
    explanation.

    RESPONDENTS CONTENTION:

    Respondent BPI:

    Petitioner is estopped from questioning the BPI-TIDCORP compromise agreement


    because petitioner and its counsel participated in all the proceedings involving the subject
    compromise agreement and did not object when the compromise agreement was
    considered by the RTC.

    Respondent TIDCORP:

    The waiver of confidentiality under Republic Act (R.A.) Nos. 1405 and 8791 does not
    require the express or written consent of the depositor. It is TIDCORPs position that upon
    declaration of insolvency, the insolvency court obtains complete jurisdiction over the
    insolvents property which includes the authority to issue orders to look into the insolvents
    bank deposits. Since bank deposits are considered debts owed by the banks to the
    petitioner, the receiver is empowered to recover them even without petitioners express or
    written consent, said TIDCORP.

    TIDCORP further avers that the BPI-TIDCORP compromise agreement approved by the
    RTC is binding on petitioner and its Board of Directors by reason of estoppel.

    ISSUE:

    Whether the petitioner is bound by the provision in the BPI- TIDCORP Joint Motion to
    Approve Agreement that petitioner shall waive its rights to confidentiality of its bank
    deposits under R.A. No. 1405, as amended, otherwise known as the Law on Secrecy of
    Bank Deposits and R.A. No. 8791, otherwise known as The General Banking Law of 2000.

    RULING: in favor of Petitioner


    A judgment rendered on the basis of a compromise agreement between the parties in a
    civil case is final, unappealable, and immediately executory.

    HOWEVER, if one of the parties claims that his consent was obtained through fraud,
    mistake, or duress, he must file a motion with the trial court that approved the compromise
    agreement to reconsider the judgment and nullify or set aside said contract on any of the
    said grounds for annulment of contract within 15 days from notice of judgment.

    In this case, petitioner sought partial reconsideration of the decision based on compromise
    agreement assailing the waiver of confidentiality provision in the Agreement between its
    two creditors, TIDCORP and BPI, in which petitioner was not a party.

    According to petitioner, R.A. No. 1405 requires the express and written consent of the
    depositor to make the waiver effective.

    Section 2 of R.A. No. 1405, the Law on Secrecy of Bank Deposits enacted in 1955, was
    first amended by Presidential Decree No. 1792 in 1981 and further amended by R.A. No.
    7653 in 1993. It now reads:

    SEC. 2. All deposits of whatever nature with banks or banking institutions


    in the Philippines including investments in bonds issued by the
    Government of the Philippines, its political subdivisions and its
    instrumentalities, are hereby considered as of an absolutely confidential
    nature and may not be examined, inquired or looked into by any person,
    government official, bureau or office, except when the examination is
    made in the course of a special or general examination of a bank and is
    specifically authorized by the Monetary Board after being satisfied that
    there is reasonable ground to believe that a bank fraud or serious
    irregularity has been or is being committed and that it is necessary to look
    into the deposit to establish such fraud or irregularity, or when the
    examination is made by an independent auditor hired by the bank to
    conduct its regular audit provided that the examination is for audit
    purposes only and the results thereof shall be for the exclusive use of the
    bank, or upon written permission of the depositor, or in cases of
    impeachment, or upon order of a competent court in cases of bribery or
    dereliction of duty of public officials, or in cases where the money
    deposited or invested is the subject matter of the litigation.

    R.A. No. 1405 provides for exceptions when records of deposits may be disclosed. These
    are under any of the following instances: (a) upon written permission of the depositor, (b)
    in cases of impeachment, (c) upon order of a competent court in the case of bribery or
    dereliction of duty of public officials or, (d) when the money deposited or invested is the
    subject matter of the litigation, and (e) in cases of violation of the Anti-Money Laundering
    Act, the Anti-Money Laundering Council may inquire into a bank account upon order of any
    competent court.

    NO WAIVER. The norm is that a waiver must not only be voluntary, but must have been
    made knowingly, intelligently, and with sufficient awareness of the relevant circumstances
    and likely consequences.

    Clearly, the waiver of confidentiality of petitioners bank deposits in the BPI-TIDCORP Joint
    Motion to Approve Agreement lacks the required written consent of petitioner and
    conformity of the receiver. We, thus, hold that petitioner is not bound by the said provision.

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