G.R. No. 144801 - Taruc vs. De la Cruz

On May 24, 2000, RCBC Capital Corporation (RCBC) entered into a Share Purchase Agreement (SPA) with Equitable-PCI Bank, Inc. (later BDO-EPCIB), George L. Go and other individual shareholders for the acquisition of 226,460,000 Bankard, Inc. shares (67% of capital stock) at ₱1,786,769,400.
In May 2003, RCBC claimed an overpayment of ₱478 million (later quantified at ₱556 million) due to alleged overstatement of assets and revenues, invoking sellers’ warranty breach under Section 5(g) of the SPA.

Pursuant to SPA Section 10, RCBC commenced arbitration before an ICC-ICA tribunal seated in Makati City, Philippine law applicable, English language, three arbitrators appointed (Kaplan for RCBC; Kapunan for respondents; Barker as ICC appointee).
ICC-ICA fixed advance on costs in three instalments (US $350k, US $450k, US $580k). Respondents repeatedly refused to pay their share; ICC-ICA threatened suspension under Art. 30(4). RCBC paid respondents’ shares to avert suspension.

RCBC’s claim was not time-barred and not estopped;
Respondents breached Section 5(g) (overstated late‐payment fees and receivables);
RCBC entitled to damages (quantum deferred);
Rescission of SPA denied; costs and other issues reserved.

RCBC filed a motion to confirm; respondents moved to vacate. In December 2008, the Supreme Court affirmed confirmation of the First Partial Award.

By letter dated December 18, 2007, Chairman Barker indicated that the Tribunal lacked power under ICC Rules to order reimbursement but suggested written submissions and referenced a scholarly article by Matthew Secomb on advance‐on‐costs awards.
RCBC applied for a partial award directing respondents to reimburse US $290k and deem counterclaims withdrawn. Respondents opposed for lack of jurisdiction and due process.
On May 28, 2008, the Tribunal rendered the Second Partial Award:

In SP Proc. Case No. M-6046 (RTC, Makati, Branch 148), respondents’ motion to vacate and RCBC’s motion to confirm were denied and granted, respectively.
On December 23, 2010, the Court of Appeals in CA-G.R. SP No. 113525 reversed and set aside the Second Partial Award, finding evident partiality in Chairman Barker’s conduct. RCBC filed a Rule 45 petition (G.R. No. 196171).

₱348,736,920.29 damages; costs of arbitration US $880,000; fees and expenses of expert; party-and-party legal costs;
Dismissal of respondents’ counterclaims.

In SP Proc. Case No. M-6046, RTC Branch 148 confirmed the Final Award; writ of execution issued August 22, 2011.
BDO petitioned for injunctive relief in CA (CA-G.R. SP No. 120888) to stay or enjoin execution; CA denied for lack of clear right and mootness (BOO paid under protest on September 13, 2011). BDO filed a certiorari petition in the Supreme Court (G.R. No. 199238).

Whether the Second Partial Award should be vacated on the ground of evident partiality.
Whether BDO is entitled to injunctive relief (stay order, TRO or preliminary injunction) to enjoin execution of the Final Award.