GR 201931; (February, 2015) (Digest)
G.R. No. 201931 , February 11, 2015
DOÑA ADELA EXPORT INTERNATIONAL, INC., Petitioner, vs. TRADE AND INVESTMENT DEVELOPMENT CORPORATION (TIDCORP), AND THE BANK OF THE PHILIPPINE ISLANDS (BPI), Respondents.
FACTS
Petitioner Doña Adela Export International, Inc. filed a Petition for Voluntary Insolvency. The Regional Trial Court (RTC) declared it insolvent and appointed a receiver. The receiver proposed a compromise agreement for the distribution of the insolvent’s remaining assets to its creditors: Technology Resource Center (TRC), TIDCORP, and BPI. Petitioner and TRC subsequently entered into a Dacion En Pago by Compromise Agreement. Separately, creditors TIDCORP and BPI filed a Joint Motion to Approve Agreement, which included a stipulation (Paragraph 5) requiring the petitioner and its board members to waive their rights to confidentiality under the Law on Secrecy of Bank Deposits and the General Banking Law of 2000, granting TIDCORP and BPI access to their bank accounts. Petitioner’s president, Epifanio Ramos, Jr., filed a manifestation arguing he could not be held liable for expenses and that petitioner has a separate juridical personality. The RTC approved both the Dacion En Pago agreement and the Joint Motion, but excluded Paragraph 4 (on expenses and taxes) from the approval of the latter. Petitioner filed a motion for reconsideration, specifically objecting to the waiver of confidentiality clause. The RTC denied the motion, ruling that the insolvency court had jurisdiction over all parties and assets, and that the assignee (receiver) had the power to compromise claims. Petitioner elevated the case via a petition for review on certiorari.
ISSUE
Whether the Regional Trial Court, acting as an insolvency court, committed reversible error in approving the Joint Motion to Approve Agreement, which included a clause requiring the petitioner and its board members to waive their rights to bank secrecy.
RULING
No, the Supreme Court denied the petition. The Court held that the RTC, as an insolvency court, has broad jurisdiction and authority over all persons and property of the debtor. Upon the filing of the insolvency petition and the appointment of a receiver/assignee, the insolvent’s property is vested in the assignee for the benefit of creditors. The assignee has the power to take possession of the estate and to compromise claims. The waiver of confidentiality clause was part of a compromise agreement between the assignee (acting on behalf of the insolvent estate) and the creditors, which the insolvency court approved. The Court found no grave abuse of discretion in the RTC’s approval, as the compromise was intended to facilitate the settlement of claims and the insolvent debtor, whose assets are already under custodia legis, cannot invoke bank secrecy laws to the detriment of its creditors. The separate juridical personality of the corporation does not shield it from the insolvency proceedings which affect its entire estate.