GR 162270; (April, 2005) (Digest)
G.R. No. 162270 . April 06, 2005
ABACUS REAL ESTATE DEVELOPMENT CENTER, INC., Petitioner, vs. THE MANILA BANKING CORPORATION, Respondent.
FACTS
Respondent Manila Banking Corporation (Manila Bank) owned a parcel of land and an unfinished building in Makati. Due to financial difficulties, the Central Bank ordered its closure and placed it under receivership in 1987. In 1989, the bank’s then-acting president, Vicente G. Puyat, granted an “exclusive option to purchase” the property to a group of investors represented by Calixto Y. Laureano for ₱150 million. This was part of an arrangement where the property was leased to the bank’s subsidiary, MEQCO, which then subleased it to a corporation formed by the Laureano group, petitioner Abacus Real Estate Development Center, Inc. The Laureano group later assigned its rights, including the option, to Benjamin Bitanga, who alleged that the appointed bank Receiver, Atty. Renan Santos, verbally approved the assignment. In 1994, Abacus sought to exercise the option, but Manila Bank refused.
ISSUE
Whether the “exclusive option to purchase” is valid and binding upon Manila Bank, thereby compelling it to sell the property to Abacus.
RULING
No. The Supreme Court affirmed the Court of Appeals’ decision denying the petition. The option is not binding on Manila Bank due to lack of authority from the bank’s Receiver. At the time the option was granted by acting president Puyat, Manila Bank was under receivership pursuant to the Central Bank Act. The law explicitly limits the powers of a receiver to the administration of the bank’s assets for the benefit of its creditors. Granting an exclusive option to purchase is not an act of administration; it is a act of ownership involving the disposition of property, which is beyond the receiver’s statutory authority. Consequently, Puyat had no power to bind the bank with such an option. Furthermore, the subsequent alleged verbal approval by Receiver Atty. Santos was also invalid, as a receiver lacks the power to approve or ratify acts of ownership like a sale or option to sell. Therefore, Manila Bank cannot be compelled to sell the property under the disputed option to purchase.