G.R. No. 194781. June 27, 2012.

* The facts are stated in the resolution of denying the petitioner’s motion for
RGM INDUSTRIES, INC., the Court. reconsideration.
petitioner, vs.UNITED PACIFIC Joseph C. Cerezo for petitioner. The uniform factual findings of the
CAPITAL CORPORATION, respondent. Roco & Associates for private courts a quo4
Civil Law; Interest Rates; Stipulated respondent. The respondent is a domestic
interest rates are illegal if they are corporation engaged in the business of
unconscionable and courts are allowed to RESOLUTION lending and financing. On March 3, 1997,
temper interest rates when necessary.— it granted a thirty million peso short-term
Stipulated interest rates are illegal if they are REYES, J.:
credit facility in favor of the petitioner.
unconscionable and courts are allowed to At bar is a Petition for Review The loan amount was sourced from
temper interest rates when necessary. In on Certiorari,under Rule 45 of the Rules of
exercising this vested power to determine Court, seeking to annul and set aside the individual funders on the basis of a direct-
what is iniquitous and unconscionable, the match facility for which a series of
Decision1 dated July 23, 2010 of the Court promissory notes were issued by the
Court must consider the cir-
_______________ of Appeals (CA) in CA-G.R. CV No. 87727 petitioner for the payment of the loan.
* SECOND DIVISION. which affirmed with modification the The petitioner failed to satisfy the said
401 Decision2 dated April 11, 2005 of the promissory notes as they fell due and the
VOL. 675, JUNE 27, 2012 401
Regional Trial Court (RTC), Branch 147 of loan had to be assumed in full by the
RGM Industries, Inc. vs. United PacificMakati City, in Civil Case No. 99-1888,
respondent which thereby stepped into the
Capital Corporation ordering RGM Industries, Inc. (petitioner) shoes of the individual funders.
cumstances of each case. What may be to pay its obliga-
Consequently, on April 4, 1998, the
iniquitous and unconscionable in one case, _______________
may be just in another. 1 Penned by Associate Justice Priscilla J. petitioner issued in favor of the
Attorney’s Fees; Factors to be Considered Baltazar-Padilla, with Associate Justices Fernanda respondent a consolidated promissory note
Lampas Peralta and Rodil V. Zalameda, in the principal amount of P27,852,075.98
in Reducing the Amount of Attorney’s Fees.—
concurring; Rollo, pp. 9-24.
The attorney’s fees must likewise be equitably for a term of fourteen (14) days and
2 Penned by Presiding Judge Maria Cristina J.
reduced considering that: (1) the petitioner Cornejo; id., at pp. 49-51. maturing on April 28, 1998. The stipulated
has already made partial payments; (2) the 402 interest on the consolidated promissory
attorney’s fees are not an integral part of the 402 SUPREME COURT REPORTS note was 32% per annum. In case of
cost of borrowing but a mere incident of ANNOTATED default, a penalty charge was imposed in
collection; and (3) the attorney’s fees were an amount equivalent to 8% per month of
RGM Industries, Inc. vs. United Pacific Capital
intended as penal clause to answer for the outstanding amount due and unpaid
liquidated damages, hence, the rate of 10% of
Corporation
computed from the date of default.
the unpaid obligation is too onerous. Under tion to United Pacific Capital Corporation
the premises, attorney’s fees equivalent to one (respondent). The RTC’s judgment was
The petitioner failed to satisfy the
percent (1%) of the outstanding balance is modified as to the interest rates and consolidated promissory note, the
reasonable. penalty charges imposed. principal balance of which as of April 28,
PETITION for review on certiorari of the Likewise assailed is the CA’s 1998 was P27,668,167.87.
decision and resolution of the Court of Resolution3dated December 14, 2010 The respondent thus sent demand
Appeals. letters to the petitioner but the latter
failed to pay and instead asked for consolidated promissory note, to pay GRANTED. The impugned Decision
restructur- (respondent) the amount of [P]27,668.167.87 is AFFIRMED with MODIFICATIONS.
_______________ representing the outstanding principal The interest rate of 32% per annum is
3 Id., at pp. 7-8. obligation plus interest at the rate of 32% per equitably reduced to 12% per annum, the
4 Supra notes 1 and 2. annum and penalty charges at the rate of 8% penalty charge of 8% per month to 2% per
403 per month from date of default on the month and attorney’s fees of 25% of the total
VOL. 675, JUNE 27, 2012 403
consolidated promissory note until fully paid, unpaid obligation to 10%.
and an amount equivalent to 25% of the
RGM Industries, Inc. vs. United Pacific Capital SO ORDERED.”6
Corporation amount due as and for attorney’s fees, and to Its motion for reconsideration7 of the
ing of the loan. The respondent declined pay the costs of suit. foregoing issuance having been
the request and on October 5, 1999, filed SO ORDERED.”5 denied,8 the petitioner interposed the
the herein complaint for collection of sum present petition arguing that the modified
Ruling of the CA
of money against the petitioner. interest rates and penalty charges decreed
The petitioner did not dispute the loan On appeal, the CA affirmed the RTC’s by the CA are still exorbitant and that the
it owes but claimed that the agreed CA failed to appreciate the partial
judgment but modified the interest rates
interest rate was fixed at 15.5% per payments already made when it upheld
and penalty charges imposed. The CA held
annum and not the varying interest rates that the interest rates levied by the the amount of P27,668,167.87 as
imposed by the respondent which reached respondent were petitioner’s outstanding balance.
as high as 40% per annum. The petitioner _______________
asserted that the respondent unilaterally 5 Rollo, p. 51. Our Ruling
imposed the increased interest rates in 404
violation of the principle of mutuality of 404 SUPREME COURT REPORTS The petition is partially impressed with
contracts. ANNOTATED merit.
The respondent, on the other hand, RGM Industries, Inc. vs. United Pacific Capital The issue on partial payments and
argued that the increased interest rates Corporation their application to the outstanding
excessive and unconscionable hence, must
were mutually agreed upon and that the balance involves a calibration of the
same cannot be considered usurious be reduced to 12% per annum. The CA evidence presented, hence, factual in
likewise lowered the penalty charges to
because usury is legally non-existent in nature and not reviewable in the petition
this jurisdiction. 2% per month considering that the at bar. Oft-repeated is the rule that
P7,504,522.27 paid by the petitioner was petitions for
_______________
Ruling of the RTC already applied thereto and the nature of 6 Id., at p. 23.
the contract between the parties was a 7 Id., at pp. 45-48.
The RTC ruled in favor of the short-term credit facility. The attorney’s 8 Id., at pp. 7-8.
respondent and held thus: fees were reduced from 25% to 10% of the 405
“WHEREFORE, premises considered, VOL. 675, JUNE 27, 2012 405
outstanding obligation. The decretal
Judgment is hereby rendered for the RGM Industries, Inc. vs. United Pacific Capital
portion of the CA Decision reads:
(respondent) ordering the (petitioner) RGM Corporation
“WHEREFORE, premises considered, the
Industries[,] Inc. as the Issuer of the
instant appeal is hereby PARTLY
review under Rule 45 of the Rules of Court Development Corporation of the premises, attorney’s fees equivalent to one
may be brought only on questions of law, Philippines v. Roblett Industrial percent (1%) of the outstanding balance is
not on questions of fact.9 Construction Corporation wherein we
12 reasonable.16
Nevertheless, we are convinced that the levied the legal interest rate of 12% per WHEREFORE, in consideration of the
courts a quo, in concluding the annum. foregoing, the Petition is hereby PARTLY
outstanding balance of the _______________ GRANTED. The Decision dated July 23,
9 Imperial v. Jaucian, 471 Phil. 484, 493; 427
petitioner, have both carefully considered 2010 of the Court of Appeals in CA-G.R.
SCRA 517, 524 (2004).
and appreciated the evidence of partial 10 Trade & Investment Development Corporation CV No. 87727 is AFFIRMED with the
payments adduced. As found by the CA, of the Philippines v. Roblett Industrial Construction MODIFICATIONS that: (1) the penalty
the payments made by the petitioner Corporation, 523 Phil. 360, 366; 490 SCRA 1, 6 (2006). charge is reduced to 1% per month or
11 398 Phil. 413; 344 SCRA 492 (2000).
before the complaint was filed were duly 12 Supra note 10.
12% per annum; and (2) the attorney’s fees
deducted from the outstanding balance; 406 is reduced to 1% of the total unpaid
while the payments made during the 406 SUPREME COURT REPORTS obligation.
pendency of the case were applied to the ANNOTATED SO ORDERED.
due and outstanding penalty charges. RGM Industries, Inc. vs. United Pacific Capital Carpio (Chairperson), Brion,
We affirm the interest rate decreed by Corporation Perez and Sereno, JJ., concur.
the CA. Stipulated interest rates are However, pursuant to Bank of the
_______________
13 G.R. No. 184122, January 20, 2010, 610 SCRA
illegal if they are unconscionable and Philippine Islands, Inc. v. Yu,13 we deem it 412.
courts are allowed to temper interest rates proper to further reduce the penalty 14 New Sampaguita Builders Construction, Inc.
when necessary. In exercising this vested charge decreed by the CA from 2% per (NSBCI) v. Philippine National Bank, 479 Phil. 483,
power to determine what is iniquitous and 510; 435 SCRA 565, 592 (2004).
month to 1% per month or 12% per 15 Civil Code, Article 2227. Liquidated
unconscionable, the Court must consider annum in view of the following factors: (1) damages, whether intended as an indemnity or a
the circumstances of each case. What may respondent has already received penalty, shall be equitably reduced if they are
be iniquitous and unconscionable in one P7,504,522.27 in penalty charges, and (2)
iniquitous or unconscionable.
case, may be just in another.10 16 Supra note 13, at p. 425.
the loan extended to respondent was a 407
We cannot uphold the petitioner’s short-term credit facility. VOL. 675, JUNE 27, 2012 407
invocation of our ruling in DBP v. Court of On the basis of the same precedent, the
Appeals,11wherein the interest rate RGM Industries, Inc. vs. United Pacific Capital
attorney’s fees must likewise be equitably Corporation
imposed was reduced to 10% per annum. reduced considering that: (1) the
The overriding circumstance prompting Petition partly granted, judgment
petitioner has already made partial affirmed with modification.
such pronouncement was the regular payments; (2) the attorney’s fees are not
payments made by the borrower. Notes.—Guidelines for Application of
an integral part of the cost of borrowing the Proper Interest Rates. (Marques vs.
Evidently, such fact is wanting in the case but a mere incident of collection;14 and (3)
at bar, hence, the petitioner cannot Far East Bank and Trust Company, 639
the attorney’s fees were intended as penal SCRA 10 [2011])
demand for a similar interest rate. clause to answer for liquidated damages,
The circumstances attendant herein Legal interest at the rate of 6% per
hence, the rate of 10% of the unpaid annum on the amounts awarded starts to
are similar to those in Trade & Investment obligation is too onerous.15 Under the
run from the time when the trial court
rendered judgment, and from the time this
judgment becomes final and executory, the
interest rate shall be 12% per annum on
the judgment amount and the interest
earned up to that date. (Tan vs. OMC
Carriers, Inc., 639 SCRA 471 [2011])

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