·~

REPUBLIC OF THE PHILIPPJNES

SUPREME COURT
Manila

SECOND DIVISION

NOTICE
Sirs/Mesdames:
2,
Please take· notice that the Court, Second Division, issued a Resolution
dated 09 March 2015 which reads as follows:
"G.R. No. 211743: TECHNOGAS PHILIPPINES MANUFACTURING
CORP. v. PHILIPPINE NATIONAL BANK
x---------------------------------~--------------------------------------------~--------x
Before this court is a Joint Manifestation and Motion (For Approval
of Compromise Agreement, Withdrawal/Dismissal of the Petition, and For
Judgment Based on the Agreement) 1 filed by the parties, petitioner
Technogas Philippines Manufacturing Corp. and respondent Philippine
National Bank. ·

Petitioner filed its Petition for Review2 under Rule 45, seeking a
reversal of the Court of Appeals Decision3 dated September 10, 2013 and
Resolution4 dated March 10, 2014. The Court of Appeals reversed the
Decision of the Regional Trial Court of Parafiaque City and dismissed the
Complaint for injunction and annulment of extrajudicial foreclosure sale.

Respondent filed its Comment5 on September 11, 2014.

On October 29, 2014, petitioner filed its Manifestation and Motion,6

informing the court of the impending execution of the Compromise
Agreement between the parties and praying that the court hold in abeyance
any action on the Petition pending its submission of the Compromise
Agreement.

On December 11, 2014, the parties submitted for approval their Joint
Manifestation and Motion with the attached Compromise Agreement7 .dated
December 4, 2014:

COMPROMISE AGREEMENT

Rollo, pp. 181-190.

2
Id. at 30-114.
Id. at 125-134. The Decision, docketed as CA-G.R. CV No. 98182, was penned by Associate Justice
Apolinario D. Bruselas, Jr. and concurred in by Associate Justices Rebecca De Guia-Salvador (Chair)
and Samuel H. Gaerlan of the Third Division, Court of Appeals Manila.
Id. at 136-137.
5
Id. at 151-163.
6
Id. at 166-169.
7
Id. at 191-194.

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...~ t This Compromise Agreement (the "Agreement") made and

executed by and between:

TECHNOGAS PHILIPPINES MANUFACTURING

CORPORATION, a corporation organized and existing, under
Philippine laws, with postal address c/o De Jesus Manimtim &
Associates, No. 5625 Don Pedro comer Gabaldon Streets, Makati
City, Metro Manila, and with principal business address at No.
3295 Dr. Arcadio Santos Avenue (formerly Sucat Road),
Parafiaque City, Metro Manila (the "Plaintiff');

-and-

PHILIPPINE NATIONAL BANK, a universal banking

corporation organized and existing under Philippine laws, with
principal office address at PNB Financial Center, Pres. Diosdado
P. Macapagal Boulevard, Pasay City (the "Defendant");

WITNESSETH: That

WHEREAS, the Defendant extended in favor of the Plaintiff

certain loans and credit accommodations (the "Credit Facilities"),
secured by a real estate mortgage on a parcel of land, together with
the improvements thereon, located at Lot 4531-A-1, No. 8295 Dr.
A. Santos Avenue (formerly Sucat Road), Brgy. San Dionisio,
Parafiaque City, with an area of 15,842 square meters, more or
less, covered by Transfer Certificate of Title (TCT) No. 122533 of
the Registry of Deeds for Parafiaque, Metro Manila, registered in
the name of the Plaintiff (the "Property");

WHEREAS, for failure of the Plaintiff to pay the outstanding

obligation under the Credit Facilities, the Defendant filed a Petition
for Extrajudicial Foreclosure of the Property on August 16, 2001;

WHEREAS, before the scheduled auction sale, the Plaintiff filed

against the Defendant a Complaint for Annulment of Foreclosure
with Injunction with the Regional Trial Court of Parafiaque City
Branch 196 (the "RTC"), docketed as Civil Case No. 01-0330 (the
"Civil Case"), which prayer for injunction was granted by the RTC
thereby preventing the Defendant f~om foreclosing the Property;

WHEREAS, on July 24, 2003, the Court of Appeals set aside the
writ of injunction thereby enabling the Defendant to foreclose the
Property. The Plaintiff thereafter elevated the Court of Appeals'
decision to the Supreme Court which (I) upheld the Court of
Appeals decision, and (2) remanded the Civil Case to the RTC for
further proceedings and hearing on the merits of the case, thus title
to the Property was not consolidated in the Defendant's name and
remained in the name of the Plaintiff;

WHEREAS, on November 24, 2011, the RTC rendered a

judgment nullifying the Defendant's foreclosure sale of the

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Property, which decision was reversed by the Court of Appeals on

September 10, 2013;

WHEREAS, the Plaintiff appealed the Court of Appeals' decision

to the Supreme Court by way of a Petition for Review dated May
2, 2014 and docketed as G.R. No. 211743~ which is pending
resolution to date;

WHEREAS, the parties have agreed to the compromise settlement

of the Civil Case, in accordance with the terms and conditions
hereinafter set forth;

NOW, THEREFORE, for and in consideration of the foregoing

premises which are essential conditions and integral parts of this
Agreement, and the stipulations and conditions set forth herein, the
parties hereby agree as follows:

SECTION 1. TERMS OF THE SETTLEMENT

1.01 Compromise Settlement. In settlement of the Plaintiffs

obligations to the Defendant under the Credit Facilities, and
the Civil Case, the parties hereby agree as follows:

(a) Simultaneous with the execution of this

Agreement, the Plaintiff shall pay the Defendant
the amount of PESOS: TWO HUNDRED
SIXTY-SEVEN MILLION SIX HUNDRED
THIRTY THOUSAND (P267,630,000.00) [the
"Compromise Amount"], payable in cash or
check in readily available . funds, in full
settlement of its obligations under the Credit
Facilities.

(b) Upon receipt of the full proceeds of the

Compromise Amount in cleared funds, the
Defendant shall:

(1) release the owner's duplicate

copy ofTCT No. 122533;

(2) issue the original Release of Real

Estate Mortgage to cancel the
Defendant's mortgage liens under
Entry Nos. 5078 and 1456 annotated
on February 4, 1992 and April 22,
1997, respectively;

(3) give its written conformity to the

Plaintiffs Notice of Withdrawal of
Lis Pendens to cancel Entry No.
3233 annotated on August 12, 2004;

(4) issue the Affidavit . of

Cancellation of the Certificate of
Sale ("COS") to cancel Entry No.

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4 724 annotated on September 22,

2004;

(5) issue the Application for

Withdrawal of the Consolidation of
TCT No. 122533.

(c) In connection with the foregoing, the parties

shall jointly cause the approval by the Court of
(1) the termination/withdrawal with prejudice of
the Civil Case by filing the necessary
motions/manifestations for the said purpose, and
(2) the cancellation by the Register of Deeds of
Parafiaque City of the annotations on the title to
the Property corresponding to the COS under
Entry No. 4724, the Defendant's mortgage liens
under Entry Nos. 5078 and 1456, and the.
Plaintiff's Lis Pendens under Entry No. 3233.

(d) Any and all taxes, fees and expenses that may
be due or incurred in connection with this
Compromise Agreement and the return of TCT
No. 122533 to the Plaintiff, the cancellation of
the COS, the Defendant's mortgage liens and
Lis Pendens thereon shall be borne by the
Plaintiff.

1.02 Quitclaim and Waiver. The parties shall waive any and all
claims and counterclaims and causes of action that may have
arisen or will arise against each other in relation with,
inCident to or in connection with the Civil Case. In this
connection, the parties hereby fully and comprehensively
release, forgive, quitclaim and discharge each other from any
claims, demands, obligations, liabilities, indebtedness, causes
of action and expenses of whatever kind, nature, description
or character, whether known or unknown, real or contingent,
arising out of, incident to or in connection therewith. ·

The parties further understand that this is a general release of

any and all their claims against each other with respect to the
Property and may be pleaded for the dismissal of any
pending case and as a bar to future suits which they may
bring in any court, office or agency of whatever jurisdiction,
as a result of or in connection therewith.

1.03 Court Approval of the Compromise Agreement. The

parties shall cause the approval of this Agreement by the
appropriate court and shall immediately file a Joint Motion or
Manifestation to dismiss the Civil Case and shall, for such
purpose, secure an Entry of Judgment thereto.

SECTION 2. EFFECTIVE DATE

This Agreement shall take effect on the date of signing hereof by

the parties (the "Effective Date").

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SECTION 3. WARRANTIES AND REPRESENTATIONS

The parties hereto represent and warrant that:

(a) They have the power to enter into the

transactions embodied in this Agreement and to
perform the terms and conditions hereof;
(b) This Agreement constitutes their legal, valid and·
binding obligation enforceable in accordance
with its terms; and
(c) All necessary consents, approvals and
authorizations required in connection with the
execution, delivery and performance of the
terms and conditions of this Agreement or for
the validity or enforceability hereof have been
obtained and are in full force and effect.

SECTION 4. OTHER CONDITIONS

4.01 Breach and Remedies. Each party's failure to perform or

cause the performance of its obligations to the other under
the conditions specified herein shall give rise to the right of
the aggrieved party to enforce this Agreement thru a Writ of
Execution.

4.02 Separabilitv Clause. Should any of the terms and

conditions of this Agreement be declared invalid, ill~gal or
unenforceable by any court of competent jurisdiction, the rest
of the provisions hereunder shall not be affected.

IN WITNESS WHEREOF, the parties hereto have signed this instrument

on 04 DEC 2014 at PASAY CITY.

PHILIPPINE NATIONAL BANK TE€HNOGAS PIDLIPPINES

Defendant MANUFACTURING
CORPORATION
Plaintiff

By: By:
(Signed) (Signed)

EMMANUEL GERMAN V. PLAN II FRANCIS T. TAN

First Senior Vice President Property Administrator

Assisted by:

PNB LEGAL GROUP DE JESUS MANIMTIM &

Counsel for the Defendant ASSOCIATES
Counsel for the Plaintiff

By: By:
(Signed) (Signed)

ATTY. MANUEL C. BAHENA, JR. ATTY. CONSTANTINO B.

DEJESUS
(Signed)

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ATTY. NORMAN BUENO

Signed in the Presence Of:

(Signed) . (Signed)

Name: MADYLANE T. SOBREMONTE Name: OLIVIA A. PALOSO

A compromise agreement is a contract where the parties freely enter

into stipulations to prevent or put an end to litigation. 8 Under Article 1306
of the Civil Code of the Philippines, the "contracting parties may establish
such stipulations, clauses, terms, and conditions, as they may deem
convenient, provided that these are not contrary to law, morals, good
customs, public order, or public policy.... Such means of dispute settlement
is an accepted, even desirable and encouraged, practice in courts of law and
administrative tribunals." 9 .

This court finds the Compromise Agreement as validly executed and

not contrary to law, morals, customs, or public policy and, therefore,
approves it.

WHEREFORE, the Compromise Agreement dated December 4,

2014 is APPROVED, and judgment is hereby rendered in accordance with
the Compromise Agreement. The Petition is DISMISSED. No
pronouncement as to costs.

so ORDERED. I/

Very truly yours,

MA. LOURDES C. PERFECTO

Division Clerk.of Court

By:

TUAZON
Clerk of Court~o:f-

CIVIL CODE, art. 2028.

Spouses Tankiang v. Hon. Alaraz, 608 Phil. 284, 295-296 (2009) [Per J. Nachura, Third Division],
citing Philippine National Oil Company-Energy Development Corporation (PNOC-EDC) v. Abella,
489 Phil. 515 (2005) [Per J. Chico-Nazario, Second Division].
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DE JESUS MANIMTIM & ASSOCIATES (reg)

(ATTY. CONSTANI:INO B. DE JESUS)
Counsel for Petitioner
5625 Don Pedro corner Gabaldon Streets
Poblacion, 1200 Makati City

ATTYS. MANUEL C. BAHENA, JR.

AND NORMAN R. BUENO (reg)
Counsel for PNB
9/F, PNB Legal Office
PNB Financial Center
Pres. Diosdado Macapagal Boulevard
1300 Pasay City

COURT OF APPEALS (x)

Ma. Orosa Street
Ermita, 1000 Manila
CA-G.R. CV No. 98182

JUDGMENT DIVISION (x)

Supreme Court, Manila

OFFICE OF THE CHIEF ATTORNEY (x)

OFFICE OF THE REPORTER (x)
Supreme) Court, Manila

PUBLIC INFORMATION OFFICE (x)

LIBRARY SERVICES (x)
Supreme Court, Manila
[for uploading pursuant to A.M. No. 12-7-1-SC]

Please notify the Court of any change in f/..r address.

GR211743. 03/09/15 (251[b])URES f'ff-