G.R. No. 244247 - United Coconut Planters Bank, Inc. vs. E. Ganzon, Inc.

Between 1995 and 1998, E. Ganzon, Inc. (EGI) obtained five loans from UCPB totaling ₱775 million.
Beginning December 1998, EGI defaulted on its amortizations; its obligation grew to ₱936.434 million by December 1999.

On December 28, 1999, UCPB and EGI executed an MOA fixing EGI’s debt at ₱915.838 million, to be paid by conveying 485 condominium units and parcels of land (Annex A).
On January 18, 2000, an Amendment adjusted the aggregate appraised value of these properties from ₱1.374 billion to ₱1.419 billion.

UCPB foreclosed 193 of the 485 listed properties (appraised at ₱904.491 million) but credited only ₱723.592 million (80% of appraisal).
To cover remaining obligation, EGI offered 135 additional units; UCPB took 107 via dacion en pago worth ₱166.127 million and held 28 units (common areas, lobby floors, valet parking) for safekeeping.

EGI obtained a UCPB internal memo showing an “actual” remaining balance of ₱146.849 million versus the “disclosed” ₱226.967 million, alleging padded interests and charges.
EGI filed before the RTC an action for annulment of foreclosure and dacion en pago, rescission or amendment of contract, collection, damages, replevin of titles, accounting, and preliminary attachment.

On June 28, 2016, the RTC ruled in favor of EGI, declaring its obligation fully paid. It ordered UCPB to pay EGI: excess foreclosure proceeds, dacion en pago proceeds, value of movables, value of 28 units, damages (moral, exemplary, compensatory), attorney’s fees and costs, and to release remaining mortgages.
On September 26, 2018, the CA affirmed with modifications: it computed EGI’s overpayment at ₱154.779 million, adjusted damages, and set interest rates; it maintained UCPB’s duty to release titles and mortgages. UCPB’s motion for reconsideration was denied on January 10, 2019.
UCPB filed a Rule 45 petition before the Supreme Court. Meanwhile, Meadow Brook Realty, Inc. moved to intervene claiming rights over 224 units and 76 parking slots under a Contract to Sell; its intervention was later denied.

Are the MOA and its Amendment contracts of adhesion?
Is UCPB entitled to charge interest after execution of the MOA?
Did EGI overpay its loan obligation to UCPB?
Should transaction costs for transferring listed assets be charged to EGI?
Is EGI entitled to the depreciated value of movables in units acquired via dacion en pago?
Is EGI entitled to the value of the 28 additional units (common areas) held by UCPB?
Is EGI entitled to damages (moral, temperate, exemplary), attorney’s fees, costs, and legal interest?