G.R. No. 227095 , January 18, 2021
TRANS INDUSTRIAL UTILITIES, INC., SPOUSES RODOLFO and VICTORIA TIU, and JUANITA T. TIU, Petitioners, v. METROPOLITAN BANK & TRUST COMPANY, substituted by MERIDIAN (SPV-AMC) CORPORATION, Respondent.

FACTS

Petitioner Trans Industrial Utilities, Inc. (Trans Industrial), through its President Rodolfo T. Tiu, obtained loans from respondent Metropolitan Bank & Trust Company (Metrobank), later substituted by Meridian (SPV-AMC) Corporation. The loans were secured by a deed of assignment over a parcel of land and by Continuing Surety Agreements executed by Trans Industrial, Spouses Rodolfo and Victoria Tiu, and Juanita T. Tiu. Petitioners defaulted. After a demand, the parties executed a Debt Settlement Agreement on September 25, 2000, which restructured the obligations. As part of this agreement, Trans Industrial executed a Deed of Dacion en Pago over another parcel of land, and petitioners executed a new continuing surety agreement. Petitioners again defaulted. Metrobank filed a collection case.
In their Amended Answer, petitioners argued, among others, that: (1) the board resolutions authorizing Rodolfo to borrow were limited to specific amounts in Philippine Pesos (P10,000,000.00 in 1995 and P15,000,000.00 in 1996) and that loans exceeding these amounts or denominated in US Dollars were void; (2) the assignment of land valued at P27,500,000.00 was sufficient to cover the loans, rendering the surety agreements void; (3) they had made overpayments. Petitioners filed a Demurrer to Evidence, which the Regional Trial Court (RTC) denied. The RTC ruled in favor of respondent, ordering petitioners to pay solidarily. The Court of Appeals (CA) affirmed the RTC decision, holding that petitioners failed to deny under oath the Secretary’s Certificate and Debt Settlement Agreement, deeming their genuineness and due execution admitted. The CA also found no fraud, that the Debt Settlement Agreement validly converted dollar loans to pesos, that the board resolution authorized a separate P15,000,000.00 loan (not merely an increase), and that the claim of overpayment was unsubstantiated.

ISSUE

Whether the Court of Appeals erred in: (1) ruling that the admission as to the genuineness and due execution of the Secretary’s Certificate and Debt Settlement Agreement makes them valid; (2) not holding that Trans Industrial exceeded its authority by borrowing in US Dollars and that Metrobank was estopped from converting the dollar loans to pesos at a higher rate; (3) not holding that Trans Industrial overpaid its loans; and (4) holding that the claim of overpayment was not substantiated.

RULING

The Supreme Court denied the petition. The issues raised are questions of fact, which are not reviewable in a petition for review under Rule 45, as the Court’s jurisdiction is generally limited to questions of law. A question of law exists when the doubt concerns what the law is on a given set of facts, while a question of fact exists when the doubt concerns the truth or falsity of alleged facts. The determination of the genuineness of documents, the scope of corporate authority, and the existence of overpayment require a review of the evidence, which is factual. The factual findings of the trial court, affirmed by the CA, are binding and conclusive absent any showing that they fall under recognized exceptions (e.g., grounded on speculation, manifestly mistaken, grave abuse of discretion, etc.), which petitioners failed to demonstrate. The CA correctly applied the rule that actionable documents not specifically denied under oath are deemed admitted as to genuineness and due execution. The CA’s findings that the Debt Settlement Agreement was voluntarily entered into, that it validly acknowledged and converted the obligations, and that overpayment was not proven, are final.