GR 204014; (December, 2016) (Digest)
G.R. No. 204014 . December 05, 2016.
PHILIPPINE STOCK EXCHANGE, INC., PETITIONER, V. ANTONIO K. LITONJUA AND AURELIO K. LITONJUA, JR., RESPONDENTS.
FACTS
The Litonjua Group entered into an agreement with Trendline Securities, Inc. to acquire 85% of its PSE membership seat. A key condition was that the Litonjuas would pay Trendline’s outstanding obligations to the PSE directly, amounting to P19,000,000.00, as accepted by the PSE’s Business Conduct and Ethics Committee. This payment was intended as full settlement to lift the suspension on Trendline’s seat and allow the transfer. The Litonjuas delivered checks for the full amount to the PSE on May 13, 1999, which the PSE accepted and acknowledged through an official receipt. Despite this payment and subsequent compliance with other requirements, the PSE failed to lift the suspension on the seat, rendering the transfer impossible.
ISSUE
Whether the PSE is obligated to refund the P19,000,000.00 paid by the Litonjua Group.
RULING
Yes. The Supreme Court affirmed the rulings of the lower courts ordering the PSE to refund the amount. The legal logic rests on the principle of solutio indebiti under Article 2154 of the Civil Code, which states that if something is received when there is no right to demand it, and it was unduly delivered through mistake, the recipient must return it. Here, the PSE accepted and retained the payment from the Litonjuas, who acted as interested third-party payors to secure the seat transfer. The payment was made for a specific purpose: the settlement of Trendline’s debt to facilitate the reactivation and transfer of the membership. Since the PSE, through its own inaction, made the fulfillment of this purpose impossible by not lifting the suspension, it cannot justly retain the payment. The PSE received a benefit (the payment extinguishing Trendline’s debt) without giving the corresponding consideration (the reactivated seat). Consequently, the retention of the payment without cause constitutes unjust enrichment at the expense of the Litonjuas. The Court found no perfected contract of sale between the Litonjuas and the PSE, as the PSE’s acceptance of the check was merely for the settlement of a third party’s debt, not an agreement to sell a seat directly. Thus, with the purpose of the payment frustrated through no fault of the payors, the PSE is legally and equitably bound to make restitution.