THIRD DIVISION

[G.R. No. 211519. August 14, 2017.]

BANK OF COMMERCE, petitioner, vs. HEIRS OF RODOLFO

DELA CRUZ, respondent.

DECISION

BERSAMIN, J : p

The terms of merger between two corporations, when determinative of

their joint or respective liabilities towards third parties, cannot be assumed.
The party alleging the corporations' joint liabilities should establish the
allegation. Otherwise, the liabilities of each of them shall be separate. HTcADC

The Case

We review the decision promulgated on August 29, 2013, 1 whereby

the Court of Appeals (CA) dismissed the appeal of the petitioner and affirmed
the judgment rendered on April 28, 2010 in Civil Case No. C-19332 by the
Regional Trial Court (RTC), Branch 13, in Caloocan City adjudging the
petitioner and Panasia Banking, Inc. (Panasia) jointly and severally liable to
pay to the respondents the amount of P56,223,066.00, less P27,150,000.00
by way of a legal set-off, and attorney's fees. 2

Antecedents

The CA summarized the factual and procedural antecedents, to wit:

This case has its roots from a Complaint for collection of sum of
money and damages with prayer for a writ of preliminary injunction
and/or temporary restraining order filed by the late plaintiff Rodolfo
Dela Cruz (Dela Cruz) against defendant Panasia Banking, Inc.
(Panasia). The complaint was lodged with the Regional Trial Court of
Caloocan City, docketed as RTC Case No. C-19332, and raffled off to
Branch 131.
However, this complaint was amended to include defendant-
appellant Bank of Commerce (Bank of Commerce) as additional
defendant. Thereafter, Dela Cruz filed an Urgent Motion to Re-Amend
Complaint and for Issuance of a Temporary Restraining Order to
amend anew the complaint so as to include the Clerk of Court and Ex-
officio Sheriff of the Regional Trial Court of Manila, Jesusa P. Maningas
and her Deputy, Eufracio B. Pilipina as additional defendants, which
was granted by the court a quo in its order dated March 28, 2001.
The re-amended complaint was admitted and as prayed for, the court
a quo ordered the issuance of a temporary restraining order against
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 the defendants Panasia, Bank of Commerce, the Clerk of Court and
Ex-Officio Sheriff of Manila, Jesusa P. Maningas and her deputy,
Eufracio B. Pilipina, and all persons claiming rights under them, to
refrain from committing or pursuing any and all acts which will bring
about the auction sale scheduled on March 29, 2001 of the
mortgaged parcels of land covered by TCT No. 194509 mentioned in
the Notice of Extra-Judicial Sale bearing the date March 1, 2001 and
also of TCT Nos. 291630 and 262200 of the Registry of Deeds of
Caloocan City, until the issue of the issuance of preliminary injunction
shall have been duly heard and determined by the court a quo. In its
order dated April 23, 2001, the court a quo ordered the issuance of a
writ of preliminary injunction upon posting by Dela Cruz of an
injunctive bond in the amount of P1.5 million executed in favor of
defendant-appellant Bank of Commerce.
Defendant Panasia has been declared in default in the order of
December 15, 2000 and again, it has been declared in default for
failure to file the pre-trial brief in the order dated April 5, 2002.
On July 21, 2003, plaintiff Dela Cruz died and he was
substituted by his surviving spouse Perla Pulgar Dela Cruz, his
children namely: Leewardo P. Dela Cruz, Allan P. Dela Cruz and Joan
P. Dela Cruz. His heirs are represented by Leewardo P. Dela Cruz.
As gleaned from the records, the antecedents are as follows:
Plaintiff Dela Cruz is the sole owner and proprietor of the
Mamertha General Merchandising (Mamertha), an entity engaged in
sugar trading since 1970. He maintained a bank account with
defendant Panasia, in its branch in Grace Park, Caloocan City, in the
name of Mamertha General Merchandising under Savings Account No.
002-004-00008-1.
Sometime in October 1998, Dela Cruz discovered that Panasia
allowed his son, Allan Dela Cruz to withdraw money from the said
bank account/deposit without his consent and/or authority. Upon
discovery, he immediately instructed Panasia not to allow his son to
make any withdrawals from his bank account and even sent a letter
dated October 5, 1998 to Panasia, stating therein that his son, Allan
Dela Cruz is neither authorized to make any withdrawal from his bank
account nor sign any check drawn against the bank account unless
with his written/expressed consent or authority. The said letter was
personally received by Panasia's Grace Park Branch Manager and
Operation Officer, Vicky Nubla and Lorraine de Leon, respectively, on
October 16, 1998.
Despite said instruction and receipt of the letter dated October
5, 1998 Panasia still allowed and continued to allow Dela Cruz's son,
Allan Dela Cruz to withdraw from the said bank account/deposit
without his knowledge and consent. The unauthorized withdrawals
amounted to Fifty Six Million Two Hundred Twenty Three Thousand
Sixty Six Pesos and 7/100 (P56,223,066.07) as evidenced by
Panasia's banking counter checks.
Dela Cruz demanded from Panasia the restoration of the said
amount to his bank account/deposit. However, despite said demand,
Panasia failed to do so. Hence, through a letter sent to Panasia, Dela
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 Cruz made a formal demand from Panasia to pay and/or re-deposit
the amount of Fifty Six Million Two Hundred Twenty Three Thousand
Sixty Six Pesos and 7/100 (P56,223,066.07) to his bank
account/deposit within five (5) days from receipt hereof. Still, Panasia
failed to heed the said demand of Dela Cruz, claiming that all
transactions were pursuant to the existing banking policies and
procedures. aScITE

On August 7, 2000, Dela Cruz instituted a suit for collection of

sum of money against Panasia to collect the amount of the
unauthorized withdrawals on his bank account/deposit. In the
meantime, sometime in September, 2000, the Bank of Commerce
demanded payment from Dela Cruz the amount of Twenty Seven
Million One Hundred Fifty Thousand Pesos (P27,150,000.00). Not
having any knowledge of obtaining or having obtained a loan from the
Bank of Commerce, Dela Cruz upon verification from the said bank
discovered that the loan payment demanded by the bank refers to
the loan he obtained from Panasia and that pursuant to a Purchase
and Sale Agreement entered into between Panasia and Bank of
Commerce on July 27, 2000, Panasia has been acquired by Bank of
Commerce transferring to the latter the former's assets and liabilities
on bank deposits.
As a consequence thereof, Dela Cruz demanded from the Bank
of Commerce to pay the liability of Panasia to him and offered to
compensate/set off his secured loan obligation with Panasia in the
amount of P27,150,000.00 by deducting the same from his
outstanding claim of P56,223,066.07. Dela Cruz claimed that he is
entitled to legal compensation or set-off and therefore, the Bank of
Commerce had no right to foreclose the mortgaged properties since
the principal obligation has already been extinguished.
The Bank of Commerce claimed that it purchased from Panasia
only selected accounts and liabilities. Dela Cruz's loan account who
does business under the name and style of Mamertha General
Merchandising was among those acquired by it from Panasia by
virtue of the Purchase and Sale Agreement dated July 27, 2000 and
Deed of Assignment dated September 18, 2000, both entered into by
and between Panasia and Bank of Commerce. Dela Cruz obtained
loans in the principal amount of P16,650,000.00 and P2,850,000.00
from Panasia secured by Real Estate Mortgage dated September 2,
1998 and April 17, 2000 using Transfer Certificate of Title (TCT) Nos.
262200 and 291630. Likewise, Dela Cruz executed six (6) promissory
notes which became past due and demandable and the former
refused to settle his outstanding obligations. Hence, it filed a petition
for extra-judicial foreclosure of real estate mortgage under Act 3135,
as amended. It had to foreclose on the mortgage when Dela Cruz
refused to pay his obligation and maintained that Dela Cruz cannot
ask for set-off or legal compensation. 3

Judgment of the RTC

After trial, the RTC declared the petitioner and Panasia jointly and
severally liable to the late Rodolfo dela Cruz. It concluded that dela Cruz had
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 successfully established the negligence of Panasia in its fudiciary
relationship with him by allowing his son to withdraw from his account
despite the lack of authority to withdraw, and, worse, despite the express
instructions of dela Cruz himself; and that the petitioner's defense that it had
not assumed the liability of Panasia was unworthy of consideration because
common sense dictated that the petitioner, by taking over Panasia, had
absorbed all the assets and liabilities of Panasia.
The RTC disposed:
WHEREFORE, judgment is hereby rendered in favor of the
plaintiff and against the defendants Panasia Banking, Inc., and Bank
of Commerce to:
1. Jointly and severally pay plaintiff the amount of FIFTY SIX
MILLION TWO HUNDRED TWENTY THREE THOUSAND SIXTY
SIX and 7/100 (P56,223,066.00) PESOS and therefrom the
amount of P27,150,000.00 loan obligation of the herein
plaintiffs from defendant PANASIA Banking, Inc., the
payment of which has been demanded by the defendant
Bank of Commerce;
2. Jointly and severally to pay plaintiff the amount of
P50,000.00 as and for attorney's fees;
3. The cost of suit.
SO ORDERED. 4

Decision of the CA

On appeal, the CA concurred with the RTC's conclusion, and affirmed

the judgment of the RTC, 5 pointing out that the failure of the petitioner to
formally offer the documents denominated as Purchase and Sale Agreement
and the Deed of Assignment was fatal to the petitioner's defense of not
having assumed Panasia's liabilities; and that the factual findings by the RTC
on the negligence on the part of Panasia were correct. The fallo of the CA's
decision reads: HEITAD

WHEREFORE, for all the foregoing considerations, the appeal

is DISMISSED. Accordingly, the decision dated April 28, 2010 of the
Regional Trial Court of Caloocan, Branch 131 in Civil Case No. C-
19332 is AFFIRMED.
SO ORDERED. 6

The CA denied the petitioner's motion for reconsideration on February

25, 2014. 7

Issue

Hence, this appeal, whereby the petitioner seeks the reversal of the
decision of the CA. It argues that its failure to formally offer the documents
that would prove that it had acquired from Panasia only selected assets and
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 liabilities was not fatal to its defense because the genuineness and due
execution of the documents had been alleged to have been admitted by dela
Cruz in his amended complaint and pre-trial brief; that there was no
evidence on which to base its solidary liability for the negligence of Panasia;
and that Panasia had not been negligent in allowing dela Cruz's son to
withdraw from his account because such withdrawals had been authorized. 8
In response, respondent dela Cruz, now represented by his heirs,
submits that the fact that he had mentioned the documents in his pleadings
did not dispense with the requirement for the petitioner to still make a
formal offer of the documents.
Did the CA and the RTC err in pronouncing the petitioner solidarily
liable with Panasia for the latter's negligence?

Ruling of the Court

The appeal has merit.

An appeal by petition for review on certiorari is limited to questions of
law because the Court is not a trier of facts. In this regard, the dichotomy
between questions of law and questions of fact is jurisprudentially settled. A
question of law exists when the doubt or controversy concerns the correct
application of law or jurisprudence to a certain set of facts; or when the issue
does not call for an examination of the probative value of the evidence
presented, the truth or falsehood of the facts being admitted. In contrast, a
question of fact exists when a doubt or difference arises as to the truth or
falsehood of facts or when the query invites calibration of the whole
evidence considering mainly the credibility of the witnesses, the existence
and relevancy of specific surrounding circumstances, as well as their relation
to each other and to the whole, and the probability of the situation. 9
Generally, the Court shuns away from delving into questions of fact,
the same being outside the ambit of an appeal under Rule 45 of the Rules of
Court. However, there are recognized instances wherein the Court may settle
factual disputes that a party raises, and such instances include the following,
namely: (a) when the inference made is manifestly mistaken, absurd or
impossible; (b) when there is grave abuse of discretion; (c) when the finding
is grounded entirely on speculations, surmises or conjectures; (d) when the
judgment of the CA is based on misapprehension of facts; (e) when the
findings of fact are conflicting; (f) when the CA, in making its findings, went
beyond the issues of the case, and the same is contrary to the admissions of
both the appellant and the appellee; (g) when the findings of the CA are
contrary to those of the trial court; (h) when the findings of fact are
conclusions without citation of specific evidence on which they are based; (i)
when the CA manifestly overlooked certain relevant facts not disputed by
the parties and which, if properly considered, would justify a different
conclusion; and (j) when the findings of fact of the CA are premised on the
absence of evidence and are contradicted by the evidence on record. 10
The petitioner raises the following errors herein, to wit:
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 I.
THE HONORABLE COURT OF APPEALS ERRED ON A QUESTION OF LAW
WHEN IT RULED THAT THE FAILURE OF PETITIONER TO OFFER THE
PURCHASE AND SALE AGREEMENT WITH PANASIA AS EVIDENCE WAS
FATAL TO ITS DEFENSE.
II.
THE HONORABLE COURT OF APPEALS ERRED ON A QUESTION OF LAW
WHEN IT HELD PETITIONER LIABLE FOR THE ACTS COMMITTED BY
PANASIA.
III.
THE HONORABLE COURT OF APPEALS ERRED ON A QUESTION OF
FACT IN DISREGARDING THE ADMISSION OF RODOLFO THAT HE
AUTHORIZED HIS SON TO WITHDRAW FROM THE SUBJECT SAVINGS
ACCOUNT. 11
Of the foregoing errors, the third poses a question of fact. In this
regard, the petitioner has not shown that its case comes under any of the
earlier mentioned recognized exceptions. Moreover, the findings about
Panasia's negligence and the declaration of Panasia's liability based on such
negligence already attained finality in light of its non-appeal of the adverse
judgment rendered herein. ATICcS

The remaining substantive issue is whether or not the petitioner was

properly held to be solidarily liable with Panasia for the latter's negligence.
The CA and the RTC were in unison in declaring that the petitioner's
failure to formally offer the Purchase and Sale Agreement and Deed of
Assignment was fatal to its defense. They rejected the petitioner's assertion
that Panasia's liability adjudged herein was not one of the liabilities it had
assumed. Hence, the petitioner now urges a review and reversal considering
that the omission to formally offer was not fatal in view of dela Cruz's
admission of the existence and due execution of the Purchase and Sale
Agreement and Deed of Assignment.
The CA and the RTC are upheld in this regard. Section 34, Rule 132 of
t h e Rules of Court commands that "the court shall consider no evidence
which has not been formally offered," and that "the purpose for which the
evidence is offered must be specified." The formal offer of evidence was
necessary because the judge was mandated to rest the findings of facts and
the judgment only and strictly upon the evidence offered by the parties at
the trial. The function of the formal offer was to enable the trial judge to
know the purpose or purposes for which the proponent was presenting the
evidence. Such formal offer would also enable the opposing parties to
examine the evidence and to reasonably object to their admissibility. The
formal offer would further facilitate the review by the appellate court by
limiting the review to the documents previously scrutinized by the trial court.
12 Accordingly, any document is merely a scrap of paper barren of probative

weight unless and until admitted by the trial court as evidence for the
purpose or purposes for which it is offered. 13
On the other hand, the trial court may consider evidence even if it was
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 not formally offered provided that: (a) the same was duly identified by
testimony duly recorded; and (b) the same was incorporated in the records
of the case. 14 Considering that, as observed by the CA, the Purchase and
Sale Agreement and Deed of Assignment were not marked as exhibits, and
their contents were not revealed in the records, and in the case of the
Purchase and Sale Agreement, the petitioner did not competently identify it
during the trial, the general rule should apply in this case.
Nonetheless, the exclusion of the Sale and Purchase Agreement from
the body of evidence for consideration in the resolution of the case caused a
void in the link between the petitioner and Panasia necessary to support the
pronouncement of the personal liability of the petitioner for the negligence
on the part of Panasia. Verily, without the Sale and Purchase Agreement
being admitted in evidence, implicating the petitioner in the negligence of
Panasia had no factual basis for the simple reason that there was no
showing at all of the petitioner having specifically merged with Panasia and
thereby assumed the latter's liabilities.
Yet, dela Cruz precisely did not establish that the petitioner had
assumed Panasia's liabilities. The allegations of his amended complaint,
being averments of ultimate facts, 15 did not constitute proof of his cause of
action against the petitioner. With the petitioner having specifically denied
having merged with Panasia, averring instead that its purchase had
concerned only selected assets and liabilities of Panasia, it became the
burden of dela Cruz to prove the merger with Panasia, and the petitioner's
becoming the surviving corporation. His failure in this respect left his cause
of action against the petitioner unproved.
In pronouncing the solidary liability of the petitioner with Panasia
despite the gap in the evidence, the RTC observed that:
Common sense dictates that when Bank of Commerce took
over Panasia, it likewise took over its assets but also its liabilities. It
cannot say that only selected assets and liabilities were the subject
matter of the purchase agreement. It cannot just pick its choice and
forget the other obligations which are not favorable to its business.
The act of Bank of Commerce is one way of evading an obligation. It
is using the purchase and sale agreement as a shield to get away
from it. 16
Therein lay the error of the CA. It should have undone the RTC's
unfounded assumption that the petitioner had merged with Panasia and had
thereby taken over all of the assets and liabilities of the latter, including that
for the negligent handling of dela Cruz's account. Such assumption had
neither factual nor legal support in the records. Instead, the RTC should have
required dela Cruz to present evidence of the merger, including its terms, in
view of the petitioner's specific denial of the same. Merger was an act that
could not be assumed; its details must be shown, and its effects must be
based on the terms adopted by the parties concerned (through their
respective boards of directors) and approved by the proper government
office or agency regulating the merging parties. TIADCc

Simply stated, judicial notice of the terms of merger and the

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 consequences of merger, which the trial and the appellate courts took in
adjudging the petitioner jointly and severally liable with Panasia, could not
be justified. Thereby, the lower courts grossly erred. In Latip v. Chua, 17 the
Court laid down the instances when judicial notice could be properly taken of
facts that would normally take the place of evidence, to wit:
Sections 1 and 2 of Rule 129 of the Rules of Court declare when
the taking of judicial notice is mandatory or discretionary on the
courts, thus:
SECTION 1. Judicial notice, when mandatory. —
A court shall take judicial notice, without the introduction
of evidence, of the existence and territorial extent of
states, their political history, forms of government and
symbols of nationality, the law of nations, the admiralty
and maritime courts of the world and their seals, the
political constitution and history of the Philippines, the
official acts of the legislative, executive and judicial
departments of the Philippines, the laws of nature, the
measure of time, and the geographical divisions.
SEC. 2. Judicial notice, when discretionary. — A
court may take judicial notice of matters which are of
public knowledge, or are capable of unquestionable
demonstration or ought to be known to judges because of
their judicial functions.
On this point, State Prosecutors v. Muro is instructive:
I. The doctrine of judicial notice rests on the
wisdom and discretion of the courts. The power to take
judicial notice is to be exercised by courts with
caution; care must be taken that the requisite
notoriety exists; and every reasonable doubt on
the subject should be promptly resolved in the
negative.
Generally speaking, matters of judicial notice have
three material requisites: (1) the matter must be one of
common and general knowledge; (2) it must be well and
authoritatively settled and not doubtful or uncertain; and
(3) it must be known to be within the limits of the
jurisdiction of the court. The principal guide in
determining what facts may be assumed to be
judicially known is that of notoriety. Hence, it can
be said that judicial notice is limited to facts
evidenced by public records and facts of general
notoriety.
To say that a court will take judicial notice of a fact
is merely another way of saying that the usual form of
evidence will be dispensed with if knowledge of the fact
can be otherwise acquired. This is because the court
assumes that the matter is so notorious that it will not be
d i s p u t e d . But judicial notice is not judicial
knowledge. The mere personal knowledge of the
judge is not the judicial knowledge of the court,
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 and he is not authorized to make his individual
knowledge of a fact, not generally or professionally
known, the basis of his action. Judicial cognizance is
taken only of those matters which are commonly known.
Things of common knowledge, of which courts take
judicial notice, may be matters coming to the knowledge
of men generally in the course of the ordinary
experiences of life, or they may be matters which are
generally accepted by mankind as true and are capable
of ready and unquestioned demonstration. Thus, facts
which are universally known, and which may be found in
encyclopedias, dictionaries or other publications, are
judicially noticed, provided they are of such universal
notoriety and so generally understood that they may be
regarded as forming part of the common knowledge of
every person.
We reiterated the requisite of notoriety for the taking of judicial
notice in the recent case of Expertravel & Tours, Inc. v. Court of
Appeals, which cited State Prosecutors:
Generally speaking, matters of judicial notice have
three material requisites: (1) the matter must be one of
common and general knowledge; (2) it must be well and
authoritatively settled and not doubtful or uncertain; and
(3) it must be known to be within the limits of the
jurisdiction of the court. The principal guide in
determining what facts may be assumed to be judicially
known is that of notoriety. Hence, it can be said that
judicial notice is limited to facts evidenced by public
records and facts of general notoriety. Moreover, a
judicially noticed fact must be one not subject to a
reasonable dispute in that it is either: (1) generally known
within the territorial jurisdiction of the trial court; or (2)
capable of accurate and ready determination by resorting
to sources whose accuracy cannot reasonably be
questionable.
Things of common knowledge, of which courts take
judicial notice, may be matters coming to the knowledge
of men generally in the course of the ordinary
experiences of life, or they may be matters which are
generally accepted by mankind as true and are capable
of ready and unquestioned demonstration. Thus, facts
which are universally known, and which may be found in
encyclopedias, dictionaries or other publications, are
judicially noticed, provided, they are such of universal
notoriety and so generally understood that they may be
regarded as forming part of the common knowledge of
every person. As the common knowledge of man ranges
far and wide, a wide variety of particular facts have been
judicially noticed as being matters of common
knowledge. But a court cannot take judicial notice of any
fact which, in part, is dependent on the existence or non-
existence of a fact of which the court has no constructive
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 knowledge." [citations omitted; bold underscoring
supplied for emphasis]
Contrary to the findings and conclusions of the RTC, the merger of the
petitioner and Panasia was not of common knowledge. It was overly
presumptuous for the RTC to thereby assume the merger because the
element of notoriety as basis for taking judicial notice of the merger was
loudly lacking. A merger is the union of two or more existing corporations in
which the surviving corporation absorbs the others and continues the
combined business. The merger dissolves the non-surviving corporations,
and the surviving corporation acquires all the rights, properties and liabilities
of the dissolved corporations. Considering that the merger involves
fundamental changes in the corporation, as well as in the rights of the
stockholders and the creditors, there must be an express provision of law
authorizing the merger. The merger does not become effective upon the
mere agreement of the constituent corporations, but upon the approval of
the articles of merger by the Securities and Exchange Commission issuing
the certificate of merger as required by Section 79 of the Corporation Code.
18 Should any party in the merger be a special corporation governed by its

own charter, the Corporation Code particularly mandates that a favorable

recommendation of the appropriate government agency should first be
obtained. 19 SDAaTC

It is plain enough, therefore, that there were several specific facts

whose existence must be shown (not assumed) before the merger of two or
more corporations can be declared as established. Among such facts are the
plan of merger that includes the terms and mode of carrying out the merger
and the statement of the changes, if any, of the present articles of the
surviving corporation; the approval of the plan of merger by majority vote of
each of the boards of directors of the concerned corporations at separate
meetings; the submission of the plan of merger for the approval of the
stockholders or members of each of the corporations at separate corporate
meetings duly called for the purpose; the affirmative vote of 2/3 of the
outstanding capital in case of stock corporations, or 2/3 of the members in
case of non-stock corporations; the submission of the approved articles of
merger executed by each of the constituent corporations to the SEC; and the
issuance of the certificate by the SEC on the approval of the merger. 20
In this case, because dela Cruz's allegation of the merger was
specifically denied by the petitioner, the RTC had absolutely no factual and
legal bases to take constructive notice of any of the foregoing
circumstances. It should have required proof of the acquisition of the liability
of Panasia on the part of the petitioner. Accordingly, if the RTC and the CA
could not reasonably declare the petitioner solidarily liable with Panasia for
the latter's negligence, the dismissal of the amended complaint of dela Cruz
against the petitioner was in order.
WHEREFORE, the Court GRANTS the petition for review on certiorari;
AFFIRMS the decision promulgated on August 29, 2013 by the Court of
Appeals subject to the MODIFICATION that Civil Case No. C-19332 is
DISMISSED insofar as petitioner Bank of Commerce is concerned for lack of
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 cause of action; and ORDERS the respondents to pay the costs of suit.
SO ORDERED.
Velasco, Jr., Leonen, Martires and Gesmundo, JJ., concur.

Footnotes
1. Rollo , pp. 43-51; penned by Associate Justice Amelita G. Tolentino (retired), and
concurred by Associate Justice Ramon R. Garcia and Associate Justice Danton
Q. Bueser.
2. Id. at 130-134.
3. Id. at 44-46.
4. Id. at 134.
5. Supra note 1.

6. Id. at 50.
7. Rollo , pp. 64-65.
8. Id. at 17-18.
9. Republic v. Vega , G.R. No. 177790, January 17, 2011, 639 SCRA 541, citing New
Rural Bank of Guimba, (N.E.), Inc. v. Abad, G.R. No. 161818, 20 August 2008,
562 SCRA 503, 509-510.
10. Cosmos Bottling Corporation v. Nagrama, Jr., G.R. No. 164403, March 4, 2008,
547 SCRA 571, 585.

11. Rollo , pp. 17-18.

12. Heirs of Pedro Pasag v. Parocha, G.R. No. 155483, April 27, 2007, 522 SCRA
410, 416.

13. Westmont Investment Corporation v. Francia, Jr., G.R. No. 194128, December
7, 2011, 661 SCRA 787, 794.

14. People v. Villanueva, G.R. No. 181829, September 1, 2010, 629 SCRA 720, 736.
15. Section 1, Rule 8 of the Rules of Court, which states:

Section 1. In general. — Every pleading shall contain in a methodical and

logical form, a plain, concise and direct statement of the ultimate facts on
which the party pleading relies for his claim or defense, as the case may be,
omitting the statement of mere evidentiary facts. (1)

If a defense relied on is based on law, the pertinent provisions thereof and

their applicability to him shall be clearly and concisely stated. (n)
According to Nacua-Jao v. China Banking Corporation, G.R. No. 149468,
October 23, 2006, 505 SCRA 56, 64, citing Barcelona v. Court of Appeals,
G.R. No. 130087, September 24, 2003, 412 SCRA 41, 48, ultimate facts refer
to the principal, determinative, constitutive facts upon the existence of which
the cause of action rests; the term does not refer to details of
probative matter or particulars of evidence which establish the
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 material elements.

See also Locsin v. Sandiganbayan, G.R. No. 134458, August 9, 2007, 529
SCRA 572, which cites Regalado, I Remedial Law Compendium, 169-170 (9th
Revised ed., 2005), to wit: "Evidentiary facts" are those which are
necessary to prove the ultimate fact or which furnish evidence of
some other facts. They are not proper as allegations in the
pleadings as they may only result in confusing the statement of the
cause of action or the defense. They are not necessary therefor, and
their exposition is actually premature as such facts must be found
and drawn from testimonial and other evidence."
16. Rollo , p. 134.

17. G.R. No. 177809, October 16, 2009, 604 SCRA 163, 174-176.
18. Poliand Industrial Limited v. National Development Company , G.R. No. 143866,
August 22, 2005 and G.R. No. 143877, August 22, 2005; 467 SCRA 500, 528-
529.

19. Id. at 529.

20. Id. at 529-530.

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