G.R. No. 204264 - Figuera vs. Ang

December 16, 2004: Ang assigns all rights over EIDC to Figuera for P150,000.00.
Contract provision: Ang shall pay electricity, telephone, office rentals, and employee salaries through December 2004.
Figuera, without Ang’s consent, pays P107,903.21 in utility bills.
January 17, 2005: Figuera tenders P42,096.79 (P150,000.00 minus P107,903.21) to Ang; Ang refuses.
Figuera files for specific performance and consigns P42,096.79 with the RTC.
May 19, 2005: Figuera assigns her rights and obligations under the complaint to Enhance Visa Services, Inc.

Held that the Deed clearly obligated Ang to pay the utility bills.
Figuera’s unilateral payment lacked Ang’s consent and could not be deducted.
Valid tender and consignation require full P150,000.00; P42,096.79 was insufficient.
Judgment: Dismissal of Figuera’s complaint.

Petitioner’s Arguments

As assignee and new owner, Figuera was subrogated to creditors’ rights upon paying overdue bills.
Legal subrogation and compensation extinguished Ang’s indebtedness for P107,903.21.
P42,096.79 tender was valid; consignation must be accepted.
Issues were properly raised before the trial court.
Respondent’s Arguments
Petition under Rule 45 limited to questions of law; subrogation and compensation are factual matters.
Deed contains no provision for deduction of utility payments.
Legal subrogation not applicable under New Civil Code.
New theories not admissible on appeal.

Whether Figuera’s tender of P42,096.79 and its consignation were valid, considering legal subrogation and compensation under the New Civil Code.

1987 Philippine Constitution (post-1990 decision)
New Civil Code
• Art. 1256 (consignation)
• Art. 1278–1279 (legal compensation)
• Art. 1291–1303 (legal subrogation)
Rules of Court, Rule 45 (petition for review on certiorari)

Questions of subrogation and compensation are questions of law since facts are undisputed.
Exception to waiver rule: Points of law necessary for just resolution may be considered even if first raised on appeal.
Legal subrogation occurred under Article 1302(3): a person interested in performance of an obligation may pay, without debtor’s knowledge, and acquire the creditor’s rights.
Legal compensation under Article 1278 ensued automatically between mutual debts (P150,000.00 owed by Figuera; P107,903.21 owed

Petition for review on certiorari under Rule 45 filed by petitioner Jennefer Figuera assails:
• The June 29, 2012 decision of the Court of Appeals (CA) of Cebu City in CA-G.R. CV. No. 02480.
• The CA’s September 28, 2012 resolution denying reconsideration.
RTC, Branch 9 of Cebu City, originally ruled for respondent Maria Remedios Ang in its December 28, 2007 decision.
Figuera substituted by Enhance Visa Services, Inc. (EVSI) through a Deed of Assignment Coupled with Interest, motion granted June 14, 2005.
Supreme Court granted the petition, reversed CA ruling, and remanded by final decision dated June 29, 2016.

Maria Remedios Ang owned the single proprietorship business “Enhance Immigration and Documentation Consultants” (EIDC).
December 16, 2004: Ang executed a Deed of Assignment of Business Rights transferring all business rights over EIDC to Figuera for ₱150,000.
Deed expressly required Ang to pay electricity, telephone, office rentals, and employee salaries up to December 2004.
Figuera, without Ang’s prior consent, paid utility bills and salaries totalling ₱107,903.21 for December 2004.
January 17, 2005: Figuera tendered ₱42,096.79 to Ang (₱150,000 minus ₱107,903.21) as balance consideration; Ang refused payment.
Figuera formally demanded acceptance within five days; Ang still refused.
Figuera filed for specific performance and consignation of ₱42,096.79 in RTC.

RTC found that Deed’s unambiguous language obliged Ang to pay December 2004 utilities.
Held that Figuera’s payment without consent did not authorize deduction from the ₱150,000 consideration.
Ruled that valid tender must cover full amount due; ₱42,096.79 was insufficient.
Dismissed specific performance complaint and consignation; Ang need not accept partial payment.

CA affirmed RTC decision in its June 29, 2012 decision.
Determined no provision in Deed allowed Figuera to pay utilities and deduct from price.
Figuera failed to prove Ang’s consent to utility payments.
₱42,096.79 tender was insufficient for consignation; not a valid tender of full consideration.
Excluded issues not raised below.
Denied Figuera’s m