Case Summary (G.R. No. 202004)
Key Dates
- March 1, 2010: Complaint for Sum of Money and application for Writ of Preliminary Attachment filed before RTC Makati Branch 59.
- March 3, 2010: RTC issues Writ of Preliminary Attachment over properties of Chua and other sureties.
- May 21, 2010: RTC Order lifts attachment against Chua for lack of debtor status.
- November 10, 2011: Court of Appeals (CA) Decision reinstates the writ against Chua.
- May 16, 2012: CA Resolution denies Chua’s Motion for Reconsideration.
- November 4, 2020: Supreme Court renders final decision under the 1987 Constitution.
Applicable Law
- 1987 Constitution of the Philippines.
- Rule 57, Sections 1(d), 3, 12, and 13 of the Rules of Court (Provisional Remedy of Attachment).
- Revised Penal Code, Article 315(1)(b) (Estafa).
Factual Background
Interbrand, through its officers (including Caras), applied for and obtained twelve Domestic Letters of Credit from China Bank to finance the purchase of goods from Nestlé Philippines. In connection therewith, Interbrand executed Trust Receipt Agreements, acknowledging that the goods were held in trust for the bank and undertaking to sell the goods or return them if unsold, remitting proceeds by maturity. China Bank advanced ₱189,831,288.17. To secure these obligations, two Surety Agreements were entered: one by Interbrand’s officers (including Chua) and another by San Luis. Interbrand defaulted in payment, and China Bank demanded from the sureties; Chua refused to pay.
RTC’s Ruling on Attachment
China Bank’s Complaint alleged fraud under Section 1(d), Rule 57, citing a preconceived plan not to pay. On March 3, 2010, the RTC granted a Writ of Preliminary Attachment over the properties of Interbrand and its sureties, including Chua, conditioned on posting of bond. Chua moved to lift the attachment, contending he was not an officer, director, or stockholder of Interbrand and thus not liable. The RTC found no showing that Chua held any corporate office or shareholding during the relevant period (September–December 2009) and lifted the attachment against him on May 21, 2010.
CA’s Ruling on Certiorari
China Bank petitioned the CA under Rule 65 for certiorari and mandamus, asserting that Chua voluntarily executed the Surety Agreement, which imposed absolute, primary liability regardless of corporate status, and that fraud was adequately alleged. On November 10, 2011, the CA held that the trial court had abused its discretion in lifting the attachment and reinstated the March 3 Order. It declined to delve into the merits of fraud, focusing instead on Chua’s unconditional suretyship. Chua’s motion for reconsideration was denied on May 16, 2012.
Issues Presented
Whether the writ of preliminary attachment against Gil G. Chua was properly issued and reinstated, considering the requirement of establishing fraud in contracting the obligation and the procedure under Rule 57.
Supreme Court’s Analysis
- Nature of Attachment: A provisional remedy to secure assets for satisfaction of potential judgment; available when fraud in contracting or performance is shown (Section 1(d), Rule 57).
- Elements for Attachment: Under Section 3, Rule 57, the applicant must file an affidavit showing (a) a sufficient cause of action; (b) the case falls within Section 1’s grounds; (c) no other security exists; and (d) the amount due equals the sum for which attachment is sought.
- Fraud Requirement: Debt is fraudulently contracted when, at the time of contracting, the debtor intends not to pay. Fraud must be alleged with factual particularity; it cannot be inferred from non-payment alone.
- Sufficiency of Allegations: China Bank’s joint affidavit detailed:
- Advances of ₱189 million for highly saleable Nestlé goods.
- Obligations under trust receipts to sell or return goods and remit proceeds.
- Deliberate diversion of goods to a non-Interbrand warehouse, preventing bank monitoring.
Case Syllabus (G.R. No. 202004)
Facts of the Case
- Interbrand Logistics & Distribution, Inc. (“Interbrand”) engaged China Banking Corporation (“China Bank”) for twelve (12) Domestic Letters of Credit (L/Cs) to purchase goods from Nestlé Philippines, advancing ₱189,831,288.17.
- Interbrand and two groups of sureties executed trust receipts and two Surety Agreements (April 24, 2008 and May 22, 2008) whereby Interbrand’s officers—including Gil G. Chua—and Edgar San Luis bound themselves to hold goods in trust and remit sales proceeds to China Bank.
- Goods were delivered to warehouses in Quezon City, Tarlac City, and Meycauayan, Bulacan, but sales proceeds were not remitted upon maturity.
- China Bank discovered diversion of Nestlé goods to a different warehouse, misappropriation of sale proceeds, and alleged acts constituting estafa under Article 315(1)(b) of the Revised Penal Code.
Trial Court Proceedings
- March 1, 2010: China Bank filed Complaint for Sum of Money and Damages with Application for Writ of Preliminary Attachment against Chua and other sureties before RTC Makati, Branch 59.
- March 3, 2010: RTC granted issuance of Writ of Preliminary Attachment on defendants’ properties, conditioned on bond of ₱189,831,288.17.
- Sureties, including Chua, moved to lift attachment, arguing non‐debtor status and absence of fraud; Chua added that he was neither officer nor stockholder of Interbrand.
- May 21, 2010: RTC lifted attachment against Chua for lack of evidence he was officer or stockholder during relevant period.
- China Bank’s motion for reconsideration presented board minutes and amended articles showing Chua as director and incorporator, and pointed to Chua’s admission in the Surety Agreement; RTC denied reconsideration, finding no proof of Chua’s status at material time.
Court of Appeals Ruling
- China Bank petitioned for certiorari and mandamus with TRO/preliminary injunction before the Court of Appeals (C