Republic of the Philippines
SUPREME COURT
Manila
FIRST DIVISION
G.R. No. 187581 October 20, 2014
PHILIPPINE BANK OF COMMUNICATIONS, Petitioner,
vs.
BASIC POLYPRINTERS AND PACKAGING CORPORATION, Respondent.
D E C I S I O N
BERSAMIN, J.:
This appeal is taken from the decision promulgated on December 16, 2008 in C.A.-G.R. CV No. I 02484 entitled Philippine Bank of Communications, v. Basic Polyprinters and Packaging Corporation,1 whereby the Court of Appeals (CA) affirmed the order issued on January 11, 2008 by the Regional Trial Court (RTC), Branch 21, in Imus, Cavite, viz:
WHEREFORE, the instant petition is hereby DISMISSED. ACCORDINGLY, the Order dated January 11, 2008 of the Regional Trial Court oflmus, Cavite, Branch 21, is hereby AFFIRMED.
SO ORDERED.2
Antecedents
Respondent Basic Polyprinters and Packaging Corporation (Basic Polyprinters) was a domestic corporation engaged in the business of printing greeting cards, gift wrappers, gift bags, calendars, posters, labels and other novelty items.3
On February 27, 2004, Basic Polyprinters, along with the eight other corporations belonging to the Limtong Group of Companies (namely: Cuisine Connection, Inc., Fine Arts International, Gibson HP Corporation, Gibson Mega Corporation, Harry U. Limtong Corporation, Main Pacific Features, Inc., T.O.L. Realty & Development Corp., and Wonder Book Corporation), filed a joint petition for suspension of paymentswith approval of the proposed rehabilitation in the RTC (docketed as SEC Case No. 031-04).4 The RTC issued a stay order, and eventually approved the rehabilitation plan, but the CA reversed the RTC on October 25, 2005,5 and directed the petitioning corporations tofile their individual petitions for suspension of payments and rehabilitation in the appropriate courts.
Accordingly, Basic Polyprinters brought its individual petition,6 averring therein that: (a) its business since incorporation had been very viable and financially profitable; (b) it had obtained loans from various banks, and had owed accounts payable to various creditors; (c) the Asian currency crisis, devaluation of the Philippine peso, and the current state of affairs of the Philippine economy, coupled with: (i) high interest rates, penalties and charges by its creditors; (ii) low demand for gift items and cards due to the economic recession and the use of cellular phones; (iii) direct competition from stores like SM, Gaisano, Robinson and other malls; and (iv) the fire of July 19, 2002 that had destroyed its warehouse containing inventories worth ₱264,000,000.00, resulting in difficulty of meeting its obligations; (d) its operations would be hampered and would render rehabilitation difficult should its creditors enforce their claims through legal actions, including foreclosure proceedings; (e) included in its overall Rehabilitation Program was the full payment of its outstanding loans in favor of petitioner Philippine Bank of Communications (PBCOM), RCBC, Land Bank, EPCI Bank and AUB via repayment over 15 years with moratorium of two-years for the interestand five years for the principal at 5% interest per annumand a dacion en pagoof its affiliate property in favor of EPCI Bank; and (f) its assets worth ₱15,374,654.00 with net liabilities amounting to ₱13,031,438.00.7
Finding the petition sufficient in formand substance, the RTC issued the stay order dated August 31, 2006.8 It appointed Manuel N. Cacho III as the rehabilitation receiver, and required all creditors and interested parties, including the Securities and Exchange Commission (SEC), to file their comments.
After the initial hearing and evaluation of the comments and opposition of the creditors, including PBCOM, the RTC gave due course to the petition and referred it to the rehabilitation receiver for evaluation and recommendation.9
On October 18, 2007, the rehabilitation receiver submitted his report recommending the approval of the rehabilitation plan. On December 19, 2007, the rehabilitation receiver submitted his clarifications and corrections to his report and recommendations.10
Ruling of the RTC
On January 11, 2008, the RTC issued an order approving the rehabilitation plan,11 the pertinent portion of which reads:
Petitioner’s primary business is in the printing business. Based on its updated financial report, the financial condition has greatly improved.
However, because of the indebtedness and the slowdown in sales brought about by a depressed economy, the present income from the operations will be insufficient to pay off its maturing obligations. Thus, the success of the rehabilitation planlargely depends on its ability to reduce its debt obligation to a manageable level by the suspension of payments of obligations and the proposed "dacion en pago."
The projected cash flow attached to the report and the repayment program demonstrates the ability of the company to settle its debt liability.
Other factors which justify the approval of the Rehabilitation Plan are as follows:
1. The petitioner has a positive net worth and inventory that can be converted into resources.
2. The Plan ensures preservation of assets, optimizes recovery of creditors’ claims and provides ofan orderly payment of debts.
3. The plan will restore petitioner to profitability and solvency and maintain it as an on-going concern to the benefit of the stockholders, investors and creditors.
4. The rehabilitation and the continuous operation of the company will generate employment.
5. The plan is endorsed by the Rehabilitation Receiver.
CONSIDERING THE FOREGOING, the Court hereby approves the detailed Rehabilitation Plan including the Receiver’s Report and Recommendations and its clarifications and corrections and enjoins the petitioner to comply strictly with the provisions of the plan, perform its obligations thereunder and take all actions necessary to carry out the plan, failing which, the Court shall either, upon motion, motu proprio or upon the recommendation of the Rehabilitation Receiver, terminate the proceedings pursuant to Section 27, Rule 1 of the Interim Rules of Procedure on Corporate Rehabilitation.
The Rehabilitation Receiver is directed to strictly monitor the implementation of the Plan and submit a quarterly report on the progress thereon.
SO ORDERED.
PBCOM appealed to the CA in due course.
Ruling of the CA
In the assailed decision promulgated on December 16, 2008,12 the CA affirmed the questioned order of the RTC, agreeing with the finding of the rehabilitation receiver that there were sufficient evidence, factors and actual opportunities in the rehabilitation plan indicating that Basic Polyprinters could be successfully rehabilitated in due time.13
Emphasizing the equitable and rehabilitative purposes of rehabilitation proceedings, the CA stated that Presidential Decree No. 902-A, as amended, sought to "effect a feasible and viable rehabilitation by preserving a foundering business as going concern" because it would be more valuable to preserve the assets of the corporation14 rather than to pursue its liquidation; and observed in closing:
One last word. The purpose of rehabilitation proceedings is to enable the company to gain new lease on life and thereby allows creditors to be paid their claims from its earnings. Rehabilitation contemplates a continuance of corporate life and activities in an effort to restore and reinstate the financially distressed corporation to its former position of successful operation and solvency. This is in consonance with the State’s objective to promote a wider and moremeaningful equitable distribution of wealth to protect investments and the public. The approval of the Rehabilitation Plan by the trial court is precisely in furtherance of the rationale behind the Interim Rules of Corporate Rehabilitation is to effect a feasible and viable rehabilitation ofailing corporations which affect the public welfare.15
PBCOM moved for reconsideration,16 but its motion was denied.
Issues
Hence, this appeal by PBCOM upon the following issues, namely:
I
THE COURT OF APPEALS GRAVELY ERRED IN DISMISSING PETITIONER’S PETITION FOR REVIEW AND AFFIRMING THE ORDER DATED JANUARY 11, 2008, CONSIDERING THAT:
A
A PETITION FILED PURSUANT TO THE INTERIM RULES OF PROCEDURE ON CORPORATE REHABILITATION PRESUPPOSES THAT THE PETITIONING CORPORATION HAS SUFFICIENT PROPERTY TO COVER ALL ITS INDEBTEDNESS. RESPONDENT IS INSOLVENT AS ITS ASSETS ARE LESS THAN ITS OBLIGATIONS;
B
THE "DETAILED REHABILITATION PLAN" DOES NOT PROVIDE MATERIAL FINANCIAL COMMITMENTS FROM RESPONDENT ITSELF OR WOULD-BE INVESTORS
C
THE TERMS AND CONDITIONS OF THE "APPROVED REHABILITATION PLAN" ARE TOO ONEROUS PARTICULARLY THE REHABILITATION TERM OF FIFTEEN (15) YEARS AS WELL AS THE "WAIVER" OF ALL INTEREST AND PENALTIES BEGINNING FEBRUARY 2004 UPTO THE TIME OF ITS APPROVAL.17
The petitioner claims that the CA did not pass upon the issues presented in its petition, particularly Basic Polyprinters’ liquidity that was material in proceedings for corporate rehabilitation; that a petition for rehabilitation presupposed that the petitioning corporation had sufficient property to cover all its indebtedness, but Basic Polyprinters did not show so because its assets were much less thanits outstanding obligations; that Basic Polyprinters had under-declared its outstanding loans, i.e., its total loan obligations with the petitioner was at ₱118,411,702.70 as of June 30, 2006, and not just ₱71,315,086.00 as it claimed; that the independent appraisal by the Professional Asset Valuers, Inc. (PAVI) on Basic Polyprinters’ machineries and printing equipment mortgaged to it (PBCOM) had a fair market value of only ₱6,531,000.00, and a prompt sale value of only ₱4,572,000.00, as compared to the fair market value of ₱15,110,000.00 declared by Basic Polyprinters; that the rehabilitation plandid not contain the material financial commitments required by Section 5, Rule 4 of the Interim Rules of Procedure for Corporate Rehabilitation (Interim Rules); that, accordingly, the proposed repayment scheme did not constitute a material financial commitment, and the proposed dacion en pagowas not proper because the property subject thereof had been mortgaged in its favor; and that the absence of capital infusion rendered impossible the proposal to invest in new machineries that would increase sales and improve quality and capacity.18
The petitioner posits that the assailed decision of the CA effectively gave Basic Polyprinters a moratoriumfor seven years on both interest and principal payments counted from the issuance of the stay order in 2004 that effectively prejudiced its creditors.19
Basic Polyprinters refutes the petitioner, saying that the petitioner raises factual issues improper under Rule 45 of the Rules of Court; that as long as the rehabilitation court found that the petitioning corporation could still be rehabilitated, its findings of fact should be binding when they were supported by substantial evidence; that the independent appraisal report by PAVI was unauthorized by the RTC; and that the validity of the rehabilitation plan could be upheld for its complete satisfaction of the requirements of Section 5, Rule4 of the Interim Rules.
In fine, we shall determine whether the approval of the rehabilitation plan was proper despite: (a) the alleged insolvency of Basic Polyprinters; and (b) absence of a material financial commitment pursuant to Section 5, Rule 4 of the Interim Rules.
Ruling
We reverse the judgment of the CA.
I
Liquidity was not an issue in a petition for rehabilitation
The petitioner contends that the sole issue in corporate rehabilitation is one of liquidity; hence, the petitioning corporation should have sufficient assets to cover all its indebtedness because it only foresees the impossibility of paying the indebtedness falling due. It claims that rehabilitation became inappropriate because Basic Polyprinters was insolvent due to its assets being inadequate to cover the outstanding obligations.20
We disagree with the contention of the petitioner.
Under the Interim Rules, rehabilitation is the process of restoring "the debtor to a position of successful operation and solvency, if it is shown that its continuance of operation is economically feasible and its creditors can recover by way of the present value of payments projected in the plan more if the corporation continues as a going concern that if it is immediately liquidated."21 It contemplates a continuance ofcorporate life and activities in an effort to restore and reinstate the corporation to its former position of successful operation and solvency.22
In Asiatrust Development Bank v. First Aikka Development, Inc.,23 we said that rehabilitation proceedings have a two-pronged purpose, namely: (a) to efficiently and equitably distribute the assets of the insolvent debtor to its creditors; and (b) to provide the debtor with a fresh start, viz: Rehabilitation proceedings in our jurisdiction have equitable and rehabilitative purposes. On the one hand, they attempt to provide for the efficient and equitable distribution ofan insolvent debtor's remaining assets to its creditors; and on the other, to provide debtors with a "fresh start" by relieving them of the weight of their outstanding debts and permitting them to reorganize their affairs. The purpose of rehabilitation proceedings is to enable the company to gain a new lease on life and thereby allow creditors to be paidtheir claims from its earnings.24
Consequently, the basic issues inrehabilitation proceedings concern the viability and desirability of continuing the business operations of the petitioning corporation. The determination of such issues was to be carried out by the court-appointed rehabilitation receiver,25 who was Cacho in this case.
Moreover, Republic Act No. 10142 (Financial Rehabilitation and Insolvency Act (FRIA) of 2010), a law that is applicable hereto,26 has defined a corporate debtor as a corporation duly organized and existing under Philippine laws that has become insolvent.27 The term insolventis defined in Republic Act No. 10142 as "the financial condition of a debtor that is generally unable to pay its or his liabilities as they fall due in the ordinary course of business or has liabilities that are greater than its or his assets."28
As such, the contention that rehabilitation becomes inappropriate because of the perceived insolvency of BasicPolyprinters was incorrect.
II
A material financial commitment is significant in a rehabilitation plan
The petitioner next argues that Basic Polyprinters did not present any material financial commitment in the rehabilitation plan, thereby violating Section 5, Rule 4 of the Interim Rules, the rule applicable at the time of the filing of the petition for rehabilitation. In that regard, Basic Polyprinters made no commitment in relation to the infusion of fresh capital by its stakeholders,29 and presented only a "lopsided" protracted repayment schedule that included the dacion en pago involving an asset mortgaged to the petitioner itself in favor of another creditor.
A material financial commitment becomes significant in gauging the resolve, determination, earnestness and good faith ofthe distressed corporation in financing the proposed rehabilitation plan.30 This commitment may include the voluntary undertakings ofthe stockholders or the would-be investors of the debtor-corporation indicating their readiness, willingness and ability to contribute funds or property to guarantee the continued successful operation of the debtor corporation during the period of rehabilitation.31
Basic Polyprinters presented financial commitments, as follows:
(a) Additional ₱10 million working capital to be sourced from the insurance claim;
(b) Conversion of the directors’ and shareholders’ deposit for future subscription to common stock;32
(c) Conversion of substituted liabilities, if any, to additional paid-in capital to increase the company’s equity; and
(d) All liabilities (cash advances made by the stockholders) of the company from the officers and stockholders shall be treated as trade payables.33
However, these financial commitments were insufficient for the purpose.1âwphi1 We explain.
The commitment to add ₱10,000,000.00 working capital appeared to be doubtful considering that the insurance claim from which said working capital would be sourced had already been written-off by Basic Polyprinters’s affiliate, Wonder Book Corporation.34 A claim that has been written-off is considered a bad debt or a worthless asset,35 and cannot be deemed a material financial commitment for purposes of rehabilitation. At any rate, the proposed additional ₱10,000,000.00 working capital was insufficient to cover at least half ofthe shareholders’ deficit that amounted to ₱23,316,044.00 as of June 30, 2006.
We also declared in Wonder Book Corporation v. Philippine Bank of Communications (Wonder Book)36 that the conversion of all deposits for future subscriptions to common stock and the treatment of all payables to officers and stockholders as trade payables was hardly constituting material financial commitments. Such "conversion" of cash advances to trade payables was, in fact, a mere re-classification of the liability entry and had no effect on the shareholders’ deficit. On the other hand, we cannot determine the effect of the "conversion"of the directors’ and shareholders’ deposits for future subscription to common stock and substituted liabilities on the shareholders’ deficit because their amounts were not reflected in the financial statements contained in the rollo.
Basic Polyprinters’s rehabilitation plan likewise failed to offer any proposal on how it intended to address the low demands for their products and the effect of direct competition from stores like SM, Gaisano, Robinsons, and other malls. Even the ₱245 million insurance claim that was supposed to cover the destroyed inventories worth ₱264 million appears to have been written-off with no probability of being realized later on.
We observe, too, that Basic Polyprinters’s proposal to enter into the dacion en pagoto create a source of "fresh capital" was not feasible because the object thereof would not be its own property but one belonging to its affiliate, TOL Realty and Development Corporation, a corporation also undergoing rehabilitation. Moreover, the negotiations (for the return of books and magazines from Basic Polyprinters’s trade creditors) did not partake of a voluntary undertaking because no actual financial commitments had been made thereon.
Worthy of note here is that Wonder Book Corporation was a sister company of Basic Polyprinters, being one of the corporations that had filed the joint petition for suspension of payments and rehabilitation in SEC Case No. 031-04 adverted to earlier. Both of them submitted identical commitments in their respective rehabilitation plans. As a result, as the Court observed in Wonder Book,37 the commitments by Basic Polyprinters could not be considered as firm assurances that could convince creditors, future investors and the general public of its financial and operational viability.
Due to the rehabilitation plan being an indispensable requirement in corporate rehabilitation proceedings,38 Basic Polyprinters was expected to exert a conscious effort in formulating the same, for such plan would spell the future not only for itself but also for its creditors and the public in general. The contents and execution of the rehabilitation plan could not be taken lightly. We are not oblivious to the plight of corporate debtors like Basic Polyprinters that have inevitably fallen prey to economic recession and unfortunate incidents in the course of their operations. However, we must endeavor to balance the interests of all the parties that had a stake in the success of rehabilitating the debtors. In doing so here, we cannot now find the rehabilitation plan for Basic Polyprinters to be genuine and in good faith, for it was, in fact, unilateral and detrimental to its creditors and the public.
ACCORDINGLY, the Court GRANTS the petition for review on certiorari; SETS ASIDE and REVERSES the decision promulgated on December 16, 2008 and the resolution promulgated on April 22, 2009, both by the Court of Appeals, as well as the order issued on January 11, 2008 by the Regional Trial Court approving the rehabilitation plan submitted by Basic Polyprinters and Packaging Corporation; DISMISSES the petition for suspension of payments and rehabilitation of Basic Polyprinters and Packaging Corporation; and DIRECTS Basic Polyprinters and Packaging Corporation to pay the costs of suit.
SO ORDERED.
LUCAS P. BERSAMIN
Associate Justice
WE CONCUR:
MARIA LOURDES P. A. SERENO
Chief Justice
TERESITA J. LEONARDO-DE CASTRO
Associate Justice |
JOSE PORTUGAL PEREZ
Associate Justice |
ESTELA M. PERLAS-BERNABE
Associate Justice
C E R T I F I C A T I O N
Pursuant to Section 13, Article VIII of the Constitution, I certify that the conclusions in the above Decision had been reached in consultation before the case was assigned to the writer of the opinion of the Court's Division.
MARIA LOURDES P. A. SERENO
Chief Justice
Footnotes
1 Rollo, pp. 53-71; penned by Associate Justice Monina Arevalo-Zcnarosa (retired), with Associate Justice Regalado E. Maarnbong (retired/deceased) and Associate Justice Arturo G. Tayag (retired), concurring.
2 Id. at 70.
3 Id. at 227.
4 Id. at 75-84.
5 Id. at 86-98.
6 Id. at 99-109.
7 Id. at 101-106.
8 Id. at 193-195.
9 Id. at 56.
10 Id. at 58-59.
11 Id. at 260-272.
12 Id. at 53-71
13 Id. at 66.
14 Id. at 67-68.
15 Id. at 69-70.
16 Id. at 371-390.
17 Id. at 22.
18 Id. at 23-37.
19 Id. at 41.
20 Id. at 27-31.
21 Rule 2, Section 1 of the Rules of Procedure onCorporate Rehabilitation, effective January 19, 2009, supplanting the Interim Rules of Procedure on Corporate Rehabilitation (A.M. No. 00-8-10-SC, as amended).
22 Philippine Veterans Bank Employees Union-N.U.B.E. v. Vega, G.R. No. 105364, June 28, 2001, 360 SCRA 33, 39; Ruby Industrial Corporation v. Court of Appeals, G.R. Nos. 124185-87, January 20, 1998, 284 SCRA 445, 460.
23 G.R. No. 179558, June 1, 2011, 650 SCRA 172.
24 Id. at 188-189.
25 Section 12(e), A.M. No. 00-8-10-SC, as amended.
26 See Section 2, A.M. No. 12-12-11-SC, or the Financial Rehabilitation Rules of Procedure (2013).
27 Section 4(k) Debtorshall refer to, unless specifically excluded by a provision of this Act, a sole proprietorship duly registered with the Department of Trade and Industry (DTI), a partnership duly registered with the Securities and Exchange Commission (SEC), a corporation duly organized and existing under Philippine laws, or an individual debtor who has become insolvent as defined herein.
28 Section 4(p), R.A. No. 10142.
29 Rollo, p. 34.
30 Wonder Book Corporation v. Philippine Bank of Communications, G.R. No. 187316, July 16, 2012, 676 SCRA 489, 505.
31 Balgos, Interim Rules of Procedure on Corporate Rehabilitation (2006), p. 63.
32 Rollo, p. 119.
33 Id. at 232.
34 Wonder Book Corporation v. Philippine Bank of Communications, supra note 29, at 506-507.
35 Available at http://www.oxforddictionaries.com/us/definition/amerian_english/write-off (visited October 8, 2014.
36 Supra note 29.
37 Id.
38 Siochi Fishery Enterprises, Inc. v. Bank of the Philippines Islands, G.R. No. 193872, October 19, 2011, 659 SCRA 817, 831.
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