GR 170738; (October, 2009) (Digest)
G.R. No. 170738 ; October 30, 2009
RIZAL COMMERCIAL BANKING CORPORATION, Petitioner, vs. MARCOPPER MINING CORPORATION, Respondent.
FACTS
Respondent Marcopper Mining Corporation obtained a loan from petitioner Rizal Commercial Banking Corporation (RCBC) to finance equipment acquisition, secured by chattel mortgages and pledges of shares. Due to payment difficulties, Marcopper proposed restructuring, offering two options: foreclosure of mortgaged assets or assignment of a Forbes Park property as partial payment with a two-year restructuring for the balance. RCBC officials signed their conformity to the repayment terms under Option 2, which included the property assignment and a revised payment schedule. Marcopper subsequently transmitted documents, including a Deed of Assignment (which RCBC signed) and a Deed of Release from Mortgage for specific equipment (which RCBC returned unsigned). RCBC later communicated that the release of the mortgaged equipment required further approval and was conditional upon Marcopper paying the first amortization. Marcopper failed to pay, prompting RCBC to declare the entire obligation due.
ISSUE
Whether RCBC is obligated to execute a partial release of the chattel mortgage and pledge over the specified equipment as a consequence of the dacion en pago (assignment) of the Forbes Park property.
RULING
No. The Supreme Court denied Marcopper’s motion for reconsideration, upholding its earlier decision. The legal logic centers on the absence of a perfected agreement concerning the partial release. While RCBC accepted the dacion en pago as partial payment, this acceptance did not constitute an absolute and unqualified agreement to release the specified collateral. RCBC’s return of the unsigned Deed of Release and its subsequent correspondence making any release conditional upon payment of amortizations constituted a counter-proposal. For a contract to be perfected, there must be a meeting of the minds on all material points. Here, the parties did not reach a final arrangement on the release of the mortgage and pledge as an immediate consequence of the dacion. Marcopper’s reliance on the testimonies of its officers and the initial signed conformity to the repayment plan was insufficient to prove that RCBC absolutely bound itself to the collateral release. Consequently, Marcopper had no clear right to compel specific performance, and RCBC was within its rights to demand full payment after default under the promissory notes.