GR L 62441; (December, 1987) (Digest)
G.R. No. L-62441 December 14, 1987
BANK OF THE PHILIPPINE ISLANDS, as Successor to Peoples Bank and Trust Company, petitioner, vs. BENJAMIN PINEDA, doing business under the name and style of PIONEER IRON WORKS, respondent.
FACTS
Southern Industrial Projects, Inc. (SIP) and Bacong Shipping Company purchased vessels financed by Peoples Bank and Trust Company (PBTC), now Bank of the Philippine Islands (BPI). The vessels were mortgaged to PBTC. For their operation, a Management Contract was executed with S.A. Gacet, Inc., designating PBTC as the depository of all operating revenues and granting it extensive control and audit rights over the vessels’ finances. During the management period, Gacet and its booking agent, Interocean Shipping Corporation, contracted the services of respondent Benjamin Pineda (Pioneer Iron Works) to perform necessary repairs on the vessels, incurring an obligation of P84,522.70. After a partial payment, Interocean issued checks for the balance, but these were dishonored upon presentment.
Subsequently, due to SIP/Bacong’s inability to pay their mortgage, they sold the vessels to PBTC by way of dacion en pago. Preceding the sale, the parties executed a “Confirmation of Obligation” which, among other listed outstanding accounts, specifically included “Pioneer Iron Works: P82,877.57.” PBTC later refused to pay Pineda’s claim, prompting him to file suit.
ISSUE
Whether the Bank of the Philippine Islands (as successor to PBTC) is liable for the repair costs incurred by respondent Pineda for work done on the vessels prior to their sale.
RULING
Yes, the bank is liable. The Supreme Court affirmed the decisions of the lower courts. The legal logic rests on the bank’s assumption of liability as evidenced by the “Confirmation of Obligation” executed concurrently with the deeds of sale. By expressly listing Pineda’s claim among the confirmed outstanding obligations attached to the vessels, the bank acknowledged these liabilities for the purpose of assuming responsibility, with the intent to charge them against the seller after proper accounting. This document would be pointless if the bank did not intend to answer for these obligations.
Furthermore, the repairs constituted a maritime lien that benefited the vessels and, ultimately, the bank as the new owner, making them seaworthy. The Court rejected the bank’s argument that Pineda waived his lien by releasing the vessels after receiving checks, noting that the subsequent dishonor of those checks was a deception that did not extinguish the underlying obligation. Since the vessels were already abroad when the checks bounced, Pineda could not physically enforce his lien. The bank, having acquired the vessels with knowledge of the lien and having benefited from the repairs, cannot unjustly enrich itself at the expense of Pineda under the principles of quasi-contract.