Far East Bank & Trust Company v. Court of Appeals
REITERATIONFacts
The Antecedents: Pacific Banking Corporation (PBC) was placed under receivership and subsequently liquidation by the Central Bank. Far East Bank and Trust Company (FEBTC) submitted a proposal to purchase PBC's assets, leading to a Memorandum of Agreement (MOA) and a Purchase Agreement among FEBTC, PBC (through its liquidator), and the Central Bank (CB). FEBTC requested the execution of deeds of sale for specific fixed assets of PBC, but the liquidator refused, proceeding to offer these assets for bidding to third parties. Procedural History: FEBTC filed a motion with the Regional Trial Court (RTC) to compel the liquidator to execute the deeds of sale, seeking a preliminary injunction and/or temporary restraining order. The RTC initially issued a TRO but later denied the application for a preliminary injunction. FEBTC appealed to the Court of Appeals (CA), which also denied the application. The Petition: FEBTC filed a Petition for Review with the Supreme Court, seeking to set aside the CA's decision and praying for the issuance of a restraining order or preliminary injunction to prevent the liquidator from disposing of the subject fixed assets to other buyers.
Issue(s)
Whether petitioner FEBTC is entitled to the injunctive relief prayed for. Whether the disputed fixed assets were submitted as collaterals with the Central Bank.
Ruling
The petition is DENIED and the Decision of the Court of Appeals dated October 23, 1995, is AFFIRMED.
Ratio Decidendi
On Whether petitioner FEBTC is entitled to the injunctive relief prayed for: The Court ruled in the negative. The entitlement to injunctive relief hinges on whether the petitioner has a clear right over the subject fixed assets, which is being jeopardized. Petitioner claimed to have met all conditions and performed its obligations under the MOA and Purchase Agreement. However, the respondent liquidator maintained that the petitioner had not acquired ownership because the assets were submitted as collaterals with the Central Bank, and thus excluded from the purchase under Section 1(a) of the MOA. The Court found that the core issue was whether the disputed fixed assets were collateralized, which is a question of fact. As a general rule, pure questions of fact are not proper subjects for an appeal by certiorari under Rule 45, as the Supreme Court is not a trier of facts. The resolution of factual issues is the function of lower courts, whose findings are binding on the Supreme Court, absent specific exceptions not present in this case. The trial court, affirmed by the CA, found that the assets were indeed collateralized, meaning they were not covered by the Purchase Agreement and petitioner never acquired ownership. Therefore, the grounds for issuing a preliminary injunction under Section 3, Rule 58 of the Rules of Court were not satisfied. On Whether the disputed fixed assets were submitted as collaterals with the Central Bank: The Court affirmed the findings of the lower courts that the disputed fixed assets were indeed submitted as collaterals with the Central Bank. This factual determination was made by the trial court, which observed that the MOA expressly excluded collateralized assets from the purchase by FEBTC. The trial court noted that FEBTC could not have ignored this fact, even if documents were not explicitly shown. The Supreme Court reiterated its policy not to disturb findings of fact of the trial court unless there are overlooked facts or circumstances of weight and significance that would alter the outcome. In this case, the lower courts' factual finding that the assets were collateralized was upheld, leading to the conclusion that they were excluded from the Purchase Agreement.
Main Doctrine
A petition for review under Rule 45 is generally limited to questions of law, and pure questions of fact, such as whether disputed assets were collateralized, are generally not proper subjects for such an appeal, as these are functions of lower courts whose findings are binding on the Supreme Court absent any exceptions.