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BANK OF COMMERCE v. HEIRS OF RODOLFO DELA CRUZ

FACTS:

This case involves a complaint for collection of sum of money and damages filed by Rodolfo Dela Cruz against Panasia Banking, Inc. (Panasia). Dela Cruz had a bank account with Panasia, and he discovered that Panasia allowed his son to withdraw money from the account without his consent. Dela Cruz instructed Panasia not to allow his son to make any withdrawals and sent a letter to Panasia stating the same. Despite the instruction and demand to restore the amount, Panasia continued to allow unauthorized withdrawals from the account amounting to P56,223,066.07. Dela Cruz demanded payment from Panasia but they failed to comply. Dela Cruz filed a lawsuit against Panasia and Bank of Commerce for the unauthorized withdrawals.

Additionally, Dela Cruz discovered that the loan payment demanded by Bank of Commerce refers to the loan he obtained from Panasia. It was discovered that Panasia has been acquired by Bank of Commerce, transferring to the latter the former's assets and liabilities. Dela Cruz demanded Bank of Commerce to pay Panasia's liability to him and offered to set-off his secured loan obligation with Panasia from his outstanding claim. Bank of Commerce claimed that it only purchased selected accounts and liabilities from Panasia, including Dela Cruz's loan account. Dela Cruz refused to settle his outstanding obligations, resulting in the bank filing for the extra-judicial foreclosure of the real estate mortgage.

The RTC held Panasia and Bank of Commerce jointly and severally liable to Dela Cruz. The CA affirmed the decision. Bank of Commerce appealed the decision, arguing that it should not be held solidarily liable with Panasia.

This case involves a disputed claim for damages filed by the petitioner against the respondent. The respondent denies any liability and contends that the injuries and damages were due to a fortuitous event.

The Court generally avoids deciding questions of fact on appeal. However, there are exceptions to this rule. These exceptions include cases where the inference made is manifestly mistaken, absurd, or impossible; where there is grave abuse of discretion; where the finding is based entirely on speculations, surmises, or conjectures; where the Court of Appeals misapprehended the facts; where the findings of fact are conflicting; and where the Court of Appeals went beyond the issues of the case and contradicted the admissions of both parties.

Given these circumstances, the Court examines the facts of the case and determines whether the previous findings by the lower court and the Court of Appeals were correct or if there are any factual disputes that need to be settled.

ISSUES:

  1. Whether the failure of the petitioner to offer the Purchase and Sale Agreement with Panasia as evidence was fatal to its defense.

  2. Whether the petitioner can be held liable for the acts committed by Panasia.

  3. Whether the finding of the Court of Appeals disregarding the admission of Rodolfo that he authorized his son to withdraw from the subject savings account is erroneous.

  4. Whether the petitioner assumed Panasia's liabilities

  5. Whether there is sufficient evidence to prove merger between the petitioner and Panasia

  6. Whether or not the trial court erred in taking judicial notice of the merger between the petitioner and Panasia.

RULING:

  1. The failure of the petitioner to formally offer the Purchase and Sale Agreement and Deed of Assignment was fatal to its defense. The court shall consider no evidence which has not been formally offered, and the purpose for which the evidence is offered must be specified. The formal offer of evidence was necessary to enable the trial judge to know the purpose or purposes for which the evidence is presented, to allow the opposing parties to examine the evidence and object to its admissibility, and to facilitate the review by the appellate court. The Purchase and Sale Agreement and Deed of Assignment were not marked as exhibits, not revealed in the records, and not competently identified during the trial. Thus, the general rule should apply.

  2. The petitioner cannot be held liable for the acts committed by Panasia without proof that it specifically merged with Panasia and assumed the latter's liabilities. The exclusion of the Sale and Purchase Agreement from the evidence caused a void in the link between the petitioner and Panasia, which is necessary to support the pronouncement of the petitioner's personal liability for Panasia's negligence.

  3. The finding of the Court of Appeals disregarding the admission of Rodolfo that he authorized his son to withdraw from the subject savings account is erroneous.

  4. The petitioner did not assume Panasia's liabilities as there was no evidence to support such claim.

  5. There is no sufficient evidence to prove merger between the petitioner and Panasia.

  6. The court ruled that the trial court erred in taking judicial notice of the merger between the petitioner and Panasia. The court emphasized that judicial notice is limited to facts evidenced by public records and facts of general notoriety. In this case, the merger of the petitioner and Panasia was not a matter of common knowledge and lacked the element of notoriety. Therefore, the trial court should have required proof of the acquisition of liability by the petitioner before declaring it solidarily liable with Panasia for negligence.

PRINCIPLES:

  • The court shall consider no evidence which has not been formally offered, and the purpose for which the evidence is offered must be specified.

  • The formal offer of evidence is necessary to enable the trial judge to know the purpose or purposes for which the evidence is presented, to allow the opposing parties to examine the evidence and object to its admissibility, and to facilitate the review by the appellate court.

  • The trial court may consider evidence even if it was not formally offered if it was duly identified by testimony duly recorded and incorporated in the records of the case.

  • The exclusion of a document from the evidence for consideration in the resolution of a case causes a void in the link between the parties necessary to support the pronouncement of liability.

  • The burden of proof lies with the plaintiff to prove their cause of action.

  • Merger requires evidence of its terms and approval by the appropriate government agency.

  • Judicial notice is limited to matters of common and general knowledge, well and authoritatively settled, and within the jurisdiction of the court.

  • Judicial notice is limited to facts evidenced by public records and facts of general notoriety.

  • Facts of common knowledge, which are generally known and accepted, may be judicially noticed.

  • A court cannot take judicial notice of a fact that is dependent on the existence or non-existence of a fact of which the court has no constructive knowledge.

  • Specific facts, such as the approval of the merger by the boards of directors and stockholders, the submission of the approved articles of merger to the Securities and Exchange Commission, and the issuance of a certificate of approval by the SEC, must be established before a merger can be declared effective.