SECOND DIVISION

[G.R. No. 170498. January 9, 2013.]

METROPOLITAN BANK & TRUST COMPANY , petitioner, vs . ABSOLUTE

MANAGEMENT CORPORATION , respondent.

DECISION

BRION , J : p

We resolve petitioner Metropolitan Bank & Trust Company's (Metrobank's) petition

for review on certiorari 1 seeking the reversal of the decision 2 dated August 25, 2005 and
the resolution 3 dated November 17, 2005 of the Court of Appeals (CA) in CA-G.R. SP No.
86336. The assailed decision a rmed the order 4 dated May 7, 2004 of the Regional Trial
Court (RTC) of Quezon City, Branch 80. The RTC had denied the admission of Metrobank's
Fourth-Party Complaint 5 against the Estate of Jose L. Chua for being a money claim that
falls under Section 5, Rule 86 of the Rules of Court; the claim should have been led in the
pending judicial settlement of Chua's estate before the RTC of Pasay City. The CA a rmed
the RTC's order based on the same ground.
Factual Antecedents
On October 5, 2000, Sherwood Holdings Corporation, Inc. (SHCI) led a complaint
for sum of money against Absolute Management Corporation (AMC). The complaint was
docketed as Civil Case No. Q-00-42105 and was assigned to the RTC of Quezon City,
Branch 80. 6 EISCaD

SHCI alleged in its complaint that it made advance payments to AMC for the
purchase of 27,000 pieces of plywood and 16,500 plyboards in the sum of
P12,277,500.00, covered by Metrobank Check Nos. 1407668502, 140768507,
140768530, 140768531, 140768532, 140768533 and 140768534. These checks were all
crossed, and were all made payable to AMC. They were given to Chua, AMC's General
Manager, in 1998. 7
Chua died in 1999, 8 and a special proceeding for the settlement of his estate was
commenced before the RTC of Pasay City. This proceeding was pending at the time AMC
filed its answer with counterclaims and third-party complaint. 9
SHCI made demands on AMC, after Chua's death, for allegedly undelivered items
worth P8,331,700.00. According to AMC, these transactions could not be found in its
records. Upon investigation, AMC discovered that in 1998, Chua received from SHCI 18
Metrobank checks worth P31,807,500.00. These were all payable to AMC and were
crossed or "for payee's account only[.]" 1 0
In its answer with counterclaims and third-party complaint, 1 1 AMC averred that it
had no knowledge of Chua's transactions with SHCI and it did not receive any money from
the latter. AMC also asked the RTC to hold Metrobank liable for the subject checks in case
it is adjudged liable to SHCI.
Metrobank led a motion for bill of particulars, 1 2 seeking to clarify certain
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 ambiguous statements in AMC's answer. The RTC granted the motion but AMC failed to
submit the required bill of particulars. Hence, Metrobank led a motion to strike out the
third-party complaint. 1 3
In the meantime, Metrobank led a motion to dismiss 1 4 against AMC on the ground
that the latter engaged in prohibited forum shopping. According to Metrobank, AMC's
claim against it is the same claim that it raised against Chua's estate in Special
Proceedings No. 99-0023 before the RTC of Pasay City, Branch 112. The RTC
subsequently denied this motion. 1 5
The RTC of Quezon City opted to defer consideration 1 6 of Metrobank's motion to
strike out third-party complaint 1 7 and it instead granted AMC's motion for leave to serve
written interrogatories on the third-party defendant. 1 8 While Metrobank led its answer to
the written interrogatories, AMC was again directed by the RTC, in an order 1 9 dated
August 13, 2003, to submit its bill of particulars. Instead, AMC led a motion for
reconsideration 2 0 which was denied in an order 2 1 dated October 28, 2003. AMC still did
not file its bill of particulars. The RTC, on the other hand, did not act on Metrobank's motion
to strike out AMC's third-party complaint. 2 2
In its answer 2 3 dated December 1, 2003, Metrobank admitted that it deposited the
checks in question to the account of Ayala Lumber and Hardware, a sole proprietorship
Chua owned and managed. The deposit was allegedly done with the knowledge and
consent of AMC. According to Metrobank, Chua then gave the assurance that the
arrangement for the handling of the checks carried AMC's consent. Chua also submitted
documents showing his position and interest in AMC. These documents, as well as AMC's
admission in its answer that it allowed Chua to manage AMC with a relative free hand,
show that it knew of Chua's arrangement with Metrobank. Further, Chua's records show
that the proceeds of the checks were remitted to AMC which cannot therefore now claim
that it did not receive these proceeds.
Metrobank also raised the defense of estoppel. According to Metrobank, AMC had
knowledge of its arrangements with Chua for several years. Despite this arrangement,
AMC did not object to nor did it call the attention of Metrobank about Chua's alleged lack
of authority to deposit the checks in Ayala Lumber and Hardware's account. At this point,
AMC is already estopped from questioning Chua's authority to deposit these checks in
Ayala Lumber and Hardware's account.
Lastly, Metrobank asserted that AMC gave Chua unbridled control in managing
AMC's affairs. This measure of control amounted to gross negligence that was the
proximate cause of the loss that AMC must now bear.
Subsequently, Metrobank led a motion for leave to admit fourth-party complaint 2 4
against Chua's estate. It alleged that Chua's estate should reimburse Metrobank in case it
would be held liable in the third-party complaint filed against it by AMC.
The RTC's Ruling
In an order 2 5 dated May 7, 2004, the RTC denied Metrobank's motion. It likewise
denied Metrobank's motion for reconsideration in an order 2 6 dated July 7, 2004.
The RTC categorized Metrobank's allegation in the fourth-party complaint as a
"cobro de lo indebido" 2 7 — a kind of quasi-contract that mandates recovery of what has
been improperly paid. Quasi-contracts fall within the concept of implied contracts that
must be included in the claims required to be led with the judicial settlement of the
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 deceased's estate under Section 5, Rule 86 of the Rules of Court. As such claim, it should
have been led in Special Proceedings No. 99-0023, not before the RTC as a fourth-party
complaint. The RTC, acting in the exercise of its general jurisdiction, does not have the
authority to adjudicate the fourth-party complaint. As a trial court hearing an ordinary
action, it cannot resolve matters pertaining to special proceedings because the latter is
subject to specific rules.
Metrobank responded to the RTC ruling by ling a petition for certiorari 2 8 under
Rule 65 before the CA. caHIAS

The CA's Ruling

The CA a rmed the RTC's ruling that Metrobank's fourth-party complaint should
have been led in Special Proceedings No. 99-0023. 2 9 According to the CA, the relief that
Metrobank prayed for was based on a quasi-contract and was a money claim categorized
as an implied contract that should be filed under Section 5, Rule 86 of the Rules of Court.
Based on the statutory construction principle of lex specialis derogat generali, the
CA held that Section 5, Rule 86 of the Rules of Court is a special provision that should
prevail over the general provisions of Section 11, Rule 6 of the Rules of Court. The latter
applies to money claims in ordinary actions while a money claim against a person already
deceased falls under the settlement of his estate that is governed by the rules on special
proceedings. If at all, rules for ordinary actions only apply suppletorily to special
proceedings.
The Present Petition
In its present petition for review on certiorari, 3 0 Metrobank asserts that it should be
allowed to le a fourth-party complaint against Chua's estate in the proceedings before
the RTC; its fourth-party complaint was led merely to enforce its right to be reimbursed
by Chua's estate in case Metrobank is held liable to AMC. Hence, Section 11, Rule 6 of the
Rules of Court should apply.
AMC, in its comment, 3 1 maintains the line that the CA and the RTC rulings should be
followed, i.e., that Metrobank's claim is a quasi-contract that should be led as a claim
under Section 5, Rule 86 of the Rules of Court.
AMC also challenges the form of Metrobank's petition for failure to comply with
Section 4, Rule 45 of the Rules of Court. This provision requires petitions led before the
Supreme Court to be accompanied by "such material portions of the record as would
support the petition[.]" According to AMC, the petition's annexes are mostly Metrobank's
pleadings and court issuances. It did not append all relevant AMC pleadings before the
RTC and the CA. For this reason, the petition should have been dismissed outright.
Issues
The parties' arguments, properly joined, present to us the following issues:
1)   Whether the petition for review on certiorari led by Metrobank
before the Supreme Court complies with Section 4, Rule 45 of the
Rules of Court; and
2)   Whether Metrobank's fourth-party complaint against Chua's estate
should be allowed.

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 The Court's Ruling
The Present Petition Complies with
Section 4, Rule 45 of the Rules of
Court
AMC posits that Metrobank's failure to append relevant AMC pleadings submitted
to the RTC and to the CA violated Section 4, Rule 45 of the Rules of Court, 3 2 and is a
sufficient ground to dismiss the petition under Section 5, Rule 45 of the Rules of Court. 3 3
We disagree with AMC's position.
In F.A.T. Kee Computer Systems, Inc. v. Online Networks International, Inc., 3 4 Online
Networks International, Inc. similarly assailed F.A.T. Kee Computer Systems, Inc.'s failure
to attach the transcript of stenographic notes (TSN) of the RTC proceedings, and claimed
this omission to be a violation of Section 4, Rule 45 of the Rules of Court that warranted
the petition's dismissal. The Court held that the defect was not fatal, as the TSN of the
proceedings before the RTC forms part of the records of the case. Thus, there was no
incurable omission that warranted the outright dismissal of the petition.
The Court signi cantly pointed out in F.A.T. Kee that the requirement in Section 4,
Rule 45 of the Rules of Court is not meant to be an absolute rule whose violation would
automatically lead to the petition's dismissal. 3 5 The Rules of Court has not been intended
to be totally rigid. In fact, the Rules of Court provides that the Supreme Court "may require
or allow the ling of such pleadings, briefs, memoranda or documents as it may deem
necessary within such periods and under such conditions as it may consider appropriate";
3 6 and "[i]f the petition is given due course, the Supreme Court may require the elevation of
the complete record of the case or speci ed parts thereof within fteen (15) days from
notice." 3 7 These provisions are in keeping with the overriding standard that procedural
rules should be liberally construed to promote their objective and to assist the parties in
obtaining a just, speedy and inexpensive determination of every action or proceeding. 3 8
Under this guiding principle, we do not see Metrobank's omission to be a fatal one
that should warrant the petition's outright dismissal. To be sure, the omission to submit
the adverse party's pleadings in a petition before the Court is not a commendable practice
as it may lead to an unduly biased narration of facts and arguments that masks the real
issues before the Court. Such skewed presentation could lead to the waste of the Court's
time in sifting through the maze of the parties' narrations of facts and arguments and is a
danger the Rules of Court seeks to avoid.
Our examination of Metrobank's petition shows that it contains AMC's opposition to
its motion to admit fourth-party complaint among its annexes. The rest of the pleadings
have been subsequently submitted as attachments in Metrobank's Reply. A reading of
these pleadings shows that their arguments are the same as those stated in the orders of
the trial court and the Court of Appeals. Thus, even if Metrobank's petition did not contain
some of AMC's pleadings, the Court still had the bene t of a clear narration of facts and
arguments according to both parties' perspectives. In this broader view, the mischief that
the Rules of Court seeks to avoid has not really been present. If at all, the omission is not a
grievous one that the spirit of liberality cannot address. AcSCaI

The Merits of the Main Issue

The main issue poses to us two essential points that must be addressed. First, are
quasi-contracts included in claims that should be filed pursuant to Rule 86, Section 5 of the
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 Rules of Court? Second, if so, is Metrobank's claim against the Estate of Jose Chua based
on a quasi-contract?
Quasi-contracts are included in
claims that should be filed under Rule
86, Section 5 of the Rules of Court
In Maclan v. Garcia, 3 9 Gabriel Maclan led a civil case to recover from Ruben Garcia
the necessary expenses he spent as possessor of a piece of land. Garcia acquired the land
as an heir of its previous owner. He set up the defense that this claim should have been
led in the special proceedings to settle the estate of his predecessor. Maclan, on the
other hand, contended that his claim arises from law and not from contract, express or
implied. Thus, it need not be led in the settlement of the estate of Garcia's predecessor,
as mandated by Section 5, Rule 87 of the Rules of Court (now Section 5, Rule 86).
The Court held under these facts that a claim for necessary expenses spent as
previous possessor of the land is a kind of quasi-contract. Citing Leung Ben v. O'Brien, 4 0 it
explained that the term "implied contracts," as used in our remedial law, originated from
the common law where obligations derived from quasi-contracts and from law are both
considered as implied contracts. Thus, the term quasi-contract is included in the concept
"implied contracts" as used in the Rules of Court. Accordingly, liabilities of the deceased
arising from quasi-contracts should be led as claims in the settlement of his estate, as
provided in Section 5, Rule 86 of the Rules of Court. 4 1
Metrobank's fourth-party complaint is
based on quasi-contract
Both the RTC and the CA described Metrobank's claim against Chua's estate as one
based on quasi-contract. A quasi-contract involves a juridical relation that the law creates
on the basis of certain voluntary, unilateral and lawful acts of a person, to avoid unjust
enrichment. 4 2 The Civil Code provides an enumeration of quasi-contracts, 4 3 but the list is
not exhaustive and merely provides examples. 4 4
According to the CA, Metrobank's fourth-party complaint falls under the quasi-
contracts enunciated in Article 2154 of the Civil Code. 4 5 Article 2154 embodies the
concept "solutio indebiti" which arises when something is delivered through mistake to a
person who has no right to demand it. It obligates the latter to return what has been
received through mistake. 4 6
Solutio indebiti, as de ned in Article 2154 of the Civil Code, has two indispensable
requisites: rst, that something has been unduly delivered through mistake; and second,
that something was received when there was no right to demand it. 4 7
In its fourth-party complaint, Metrobank claims that Chua's estate should reimburse
it if it becomes liable on the checks that it deposited to Ayala Lumber and Hardware's
account upon Chua's instructions.
This ful lls the requisites of solutio indebiti. First, Metrobank acted in a manner akin
to a mistake when it deposited the AMC checks to Ayala Lumber and Hardware's account;
because of Chua's control over AMC's operations, Metrobank assumed that the checks
payable to AMC could be deposited to Ayala Lumber and Hardware's account. Second,
Ayala Lumber and Hardware had no right to demand and receive the checks that were
deposited to its account; despite Chua's control over AMC and Ayala Lumber and
Hardware, the two entities are distinct, and checks exclusively and expressly payable to
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 one cannot be deposited in the account of the other. This disjunct created an obligation on
the part of Ayala Lumber and Hardware, through its sole proprietor, Chua, to return the
amount of these checks to Metrobank.
The Court notes, however, that its description of Metrobank's fourth-party complaint
as a claim closely analogous to solutio indebiti is only to determine the validity of the lower
courts' orders denying it. It is not an adjudication determining the liability of Chua's estate
against Metrobank. The appropriate trial court should still determine whether Metrobank
has a lawful claim against Chua's estate based on quasi-contract.
Metrobank's fourth-party complaint,
as a contingent claim, falls within the
claims that should be filed under
Section 5, Rule 86 of the Rules of
Court
A distinctive character of Metrobank's fourth-party complaint is its contingent
nature — the claim depends on the possibility that Metrobank would be adjudged liable to
AMC, a future event that may or may not happen. This characteristic unmistakably marks
the complaint as a contingent one that must be included in the claims falling under the
terms of Section 5, Rule 86 of the Rules of Court:
Sec. 5.   Claims which must be led under the notice. If not led,
barred; exceptions. — All claims for money against the decedent, arising from
contract, express or implied, whether the same be due, not due, or contingent, all
claims for funeral expenses and expenses for the last sickness of the decedent,
and judgment for money against the decedent, must be led within the time
limited in the notice[.] [italics ours]
EIAaDC

Specific provisions of Section 5, Rule

86 of the Rules of Court prevail over
general provisions of Section 11, Rule
6 of the Rules of Court
Metrobank argues that Section 11, Rule 6 of the Rules of Court should apply
because it impleaded Chua's estate for reimbursement in the same transaction upon
which it has been sued by AMC. On this point, the Court supports the conclusion of the CA,
to wit:
Notably, a comparison of the respective provisions of Section 11, Rule 6
and Section 5, Rule 86 of the Rules of Court readily shows that Section 11, Rule 6
applies to ordinary civil actions while Section 5, Rule 86 speci cally applies to
money claims against the estate. The speci c provisions of Section 5, Rule 86 . . .
must therefore prevail over the general provisions of Section 11, Rule 6[.] 4 8

We read with approval the CA's use of the statutory construction principle of lex
specialis derogat generali, leading to the conclusion that the speci c provisions of Section
5, Rule 86 of the Rules of Court should prevail over the general provisions of Section 11,
Rule 6 of the Rules of Court; the settlement of the estate of deceased persons (where
claims against the deceased should be led) is primarily governed by the rules on special
proceedings, while the rules provided for ordinary claims, including Section 11, Rule 6 of
the Rules of Court, merely apply suppletorily. 4 9
In sum, on all counts in the considerations material to the issues posed, the
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 resolution points to the a rmation of the assailed CA decision and resolution.
Metrobank's claim in its fourth-party complaint against Chua's estate is based on quasi-
contract. It is also a contingent claim that depends on another event. Both belong to the
category of claims against a deceased person that should be led under Section 5, Rule 86
of the Rules of Court and, as such, should have been so led in Special Proceedings No.
99-0023.
WHEREFORE , premises considered, we hereby DENY the petition for lack of merit.
The decision of the Court of Appeals dated August 25, 2005, holding that the Regional Trial
Court of Quezon City, Branch 80, did not commit grave abuse of discretion in denying
Metropolitan Bank & Trust Company's motion for leave to admit fourth-party complaint is
AFFIRMED . Costs against Metropolitan Bank & Trust Company.
SO ORDERED.
Carpio, Del Castillo, Perez and Perlas-Bernabe, JJ., concur.

Footnotes
1.Rollo, pp. 9-18.

2.Id. at 24-32. Penned by Associate Justice Fernanda Lampas Peralta, and concurred in by
Associate Justices Ruben T. Reyes (now a retired member of this Court) and Josefina
Guevara-Salonga.
3.Id. at 34-35.

4.Id. at 121-123. Penned by Judge Agustin S. Dizon.

5.Id. at 110-113.
6.Id. at 25.
7.Id. at 232-233.
8.Id. at 233.

9.Id. at 11.
10.Id. at 233.
11.Id. at 147-156.
12.Id. at 48-50.
13.Id. at 76-77.

14.Id. at 51-60.
15.Order dated May 23, 2001; id. at 68-70.
16.Order dated June 4, 2002; id. at 78.
17.Id. at 11.

18.Id. at 72-75.
19.Id. at 86-87.
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 20.Id. at 88-93.
21.Id. at 94.

22.Id. at 12.
23.Id. at 95-101.
24.Supra note 5.
25.Supra note 4.
26.Rollo, pp. 128-129.

27.Id. at 122.
28.Id. at 130-141.
29.Supra notes 2 and 3.
30.Supra note 1.

31.Supra note 7.
32.Sec. 4. Contents of petition. — The petition shall be filed in eighteen (18) copies, with the
original copy intended for the court being indicated as such by the petitioner, and shall
(a) state the full name of the appealing party as the petitioner and the adverse party as
respondent, without impleading the lower courts or judges thereof either as petitioners or
respondents; (b) indicate the material dates showing when notice of the judgment or
final order or resolution subject thereof was received, when a motion for new trial or
reconsideration, if any, was filed and when notice of the denial thereof was received; (c)
set forth concisely a statement of the matters involved, and the reasons or arguments
relied on for the allowance of the petition; (d) be accompanied by a clearly legible
duplicate original, or a certified true copy of the judgment or final order or resolution
certified by the clerk of court of the court a quo and the requisite number of plain copies
thereof, and such material portions of the record as would support the petition; and (e)
contain a sworn certification against forum shopping as provided in the last paragraph
of section 2, Rule 42. [italics ours]
33.Sec. 5. Dismissal or denial of petition. — The failure of the petitioner to comply with any of
the foregoing requirements regarding the payment of the docket and other lawful fees,
deposit for costs, proof of service of the petition, and the contents of and the documents
which should accompany the petition shall be sufficient ground for the dismissal
thereof. [italics ours]
34.G.R. No. 171238, February 2, 2011, 641 SCRA 390.

35.Id. at 401.
36.Section 7, Rule 45 of the Rules of Court provides:
"Pleadings and documents that may be required; sanctions. — For purposes of determining
whether the petition should be dismissed or denied pursuant to section 5 of this Rule, or
where the petition is given due course under section 8 hereof, the Supreme Court may
require or allow the filing of such pleadings, briefs, memoranda or documents as it may
deem necessary within such periods and under such conditions as it may consider
appropriate, and impose the corresponding sanctions in case of non-filing or
unauthorized filing of such pleadings and documents or noncompliance with the
conditions thereof." (italics ours)
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 37.Section 8, Rule 45 of the Rules of Court provides:
"Due course; elevation of records. — If the petition is given due course, the Supreme Court
may require the elevation of the complete record of the case or specified parts thereof
within fifteen (15) days from notice."
38.F.A.T. Kee Computer Systems, Inc. v. Online Networks International, Inc., supra note 34, at
401-402.
39.97 Phil. 119 (1955).
40.38 Phil. 182, 189-194 (1918).
41.Maclan v. Garcia, supra note 39, at 123-124.
42.Cruz v. J.M. Tuason Company, Inc., 167 Phil. 261, 276-277 (1977).

43.See CIVIL CODE, Articles 2144, 2154, 2164-2175.

44.Article 2143 of the Civil Code provides:
"The provisions for quasi-contracts in this Chapter do not exclude other quasi-contracts
which may come within the purview of the preceding article."
The number of the quasi-contracts may be indefinite as may be the number of lawful facts,
the generations of the said obligations; but the Code, just as we shall see further on, in
the impracticableness of enumerating or including them all in a methodical and orderly
classification, has concerned itself with two only — namely, the management of the
affairs of other persons and the recovery of things improperly paid — without attempting
by this to exclude the others. (Manresa, 2d ed., vol. 12, p. 549, as cited in Leung Ben v.
O'Brien, supra note 40, at 195.)
45.Rollo, p. 30.
46.Andres v. Manufacturers Hanover & Trust Corporation, G.R. No. 82670, September 15, 1989,
177 SCRA 618, 622, citing Velez v. Balzarza, 73 Phil. 630 (1942); and City of Cebu v.
Piccio, 110 Phil. 558, 563 (1960).
47.Philippine National Bank v. Court of Appeals, G.R. No. 97995, January 21, 1993, 217 SCRA
347, 355.
48.Rollo, p. 28.

49.Id. at 28-29.

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