G.R. No. 196049 - Fujiki vs. Marinay

On August 23, 2006, Dona Adela Export International, Inc. (petitioner) filed a Petition for Voluntary Insolvency in SEC Case No. MC06-103.
On August 28, 2006, the RTC of Mandaluyong City, Branch 211, declared petitioner insolvent, stayed all civil proceedings, set an initial hearing, and appointed Atty. Arlene T. Gonzales as receiver.

Atty. Gonzales required creditors to submit proofs of claim, engaged appraisers, and reported on remaining assets.
On October 22, 2010, she filed a “Motion for Parties to Enter Into Compromise Agreement,” detailing assets (land, building, sewing machines, furniture) and proposing their assignment to creditors in satisfaction of claims.

On May 26, 2011, petitioner’s president and Technology Resource Center (TRC) executed a Dacion En Pago by Compromise Agreement transferring land in full payment of TRC’s claims; the receiver conformed.
On August 11, 2011, TIDCORP and the Bank of the Philippine Islands (BPI) filed a Joint Motion to Approve Agreement providing, inter alia, for:

Settlement of their P9,044,708.15 and P11,069,575.82 claims by equal division of P350,000 worth of machineries;
Waiver of petitioner’s bank-deposit confidentiality under R.A. 1405 and R.A. 8791;
Payment of expenses and taxes by petitioner’s president.

On November 15, 2011, the RTC approved both compromise agreements (excluding the “Expenses and Taxes” paragraph in the Joint Motion), ordered TRC to pay P106,000 receiver’s fees, and directed the SEC to delist petitioner.
Petitioner moved for partial reconsideration, arguing it was not party to the BPI-TIDCORP agreement and did not consent to the confidentiality waiver.
On May 14, 2012, the RTC denied reconsideration, holding that petitioner’s silence and acquiescence during hearings amounted to admission.

Whether petitioner is bound by the confidentiality-waiver provision in the BPI-TIDCORP compromise agreement despite not being a party or signatory.
Whether petitioner’s failure to object or its participation in hearings estops it from challenging the Joint Motion.
Whether express written consent is required to waive confidentiality under R.A. 1405 and R.A. 8791.