2009 / Nov
G.R. No. 168940 SPS. ISAGANI CASTRO AND DIOSDADA CASTRO, PETITIONERS, VS. ANGELINA DE LEON TAN, SPS. CONCEPCION T. CLEMENTE AND ALEXANDER C. CLEMENTE, SPS. ELIZABETH T. CARPIO AND ALVIN CARPIO, SPS. MARIE ROSE T. SOLIMAN AND ARVIN SOLIMAN AND JULIUS AMIEL TAN, RESPONDENTS. November 24, 2009
SECOND DIVISION
[ G.R. No. 168940, November 24, 2009 ]
SPS. ISAGANI CASTRO AND DIOSDADA CASTRO, PETITIONERS, VS. ANGELINA DE LEON TAN, SPS. CONCEPCION T. CLEMENTE AND ALEXANDER C. CLEMENTE, SPS. ELIZABETH T. CARPIO AND ALVIN CARPIO, SPS. MARIE ROSE T. SOLIMAN AND ARVIN SOLIMAN AND JULIUS AMIEL TAN, RESPONDENTS.
D E C I S I O N
DEL CASTILLO, J.:
The imposition of an unconscionable rate of interest on a money debt, even if knowingly and voluntarily assumed, is immoral and unjust. It is tantamount to a repugnant spoliation and an iniquitous deprivation of property, repulsive to the common sense of man. It has no support in law, in principles of justice, or in the human conscience nor is there any reason whatsoever which may justify such imposition as righteous and as one that may be sustained within the sphere of public or private morals.[1]
In this Petition for Review onCertiorari,[2]petitioners assail the October 29, 2004 Decision[3]and July 18, 2005 Resolution[4]of the Court of Appeals (CA) in CA-G.R. CV No. 76842, affirming the June 11, 2002 Decision[5]of the Regional Trial Court of Bulacan, Branch 79, which equitably reduced the stipulated interest rate in an agreement entered into by the parties from 60% per annum (or 5% per month) to 12% per annum, with the modification that herein respondents may redeem the mortgaged property notwithstanding the lapse of redemption period on grounds of equity and substantial justice.
Factual antecedents
Respondent Angelina de Leon Tan, and her husband Ruben Tan were the former registered owners of a 240-square meter residential lot, situated atBarrioCanalate, Malolos, Bulacan and covered by Transfer Certificate of Title No. T-8540. On February 17, 1994, they entered into an agreement with petitioners spouses Isagani and Diosdada Castro denominated asKasulatan ng Sanglaan ng Lupa at Bahay(Kasulatan) to secure a loan of P30,000.00 they obtained from the latter. Under theKasulatan, the spouses Tan undertook to pay the mortgage debt within six months or until August 17, 1994, with an interest rate of 5% per month, compounded monthly.
When her husband died on September 2, 1994, respondent Tan was left with the responsibility of paying the loan. However, she failed to pay the same upon maturity. Thereafter, she offered to pay petitioners the principal amount of P30,000.00 plus a portion of the interest but petitioners refused and instead demanded payment of the total accumulated sum of P359,000.00.
On February 5, 1999, petitioners caused the extrajudicial foreclosure of the real estate mortgage and emerged as the only bidder in the auction sale that ensued. The period of redemption expired without respondent Tan having redeemed the property; thus title over the same was consolidated in favor of petitioners. After a writ of possession was issued, the Sheriff ejected respondents from the property and delivered the possession thereof to petitioners.
Proceedings before the Regional Trial Court
On September 26, 2000, respondent Tan, joined by respondents Sps. Concepcion T. Clemente and Alexander C. Clemente, Sps. Elizabeth T. Carpio and Alvin Carpio, Sps. Marie Rose T. Soliman and Arvin Soliman and Julius Amiel Tan filed a Complaint for Nullification of Mortgage and Foreclosure and/or Partial Rescission of Documents and Damages[6]before the Regional Trial Court of Malolos, Bulacan. They alleged,interalia, that the interest rate imposed on the principal amount of P30,000.00 is unconscionable.[7]
On June 11, 2002, the trial court rendered judgment in favor of respondents,viz:
Proceedings before the Court of Appeals
Petitioners appealed to the Court of Appeals which affirmed the trial court's finding that the interest rate stipulated in theKasulatanis iniquitous or unconscionable and, thus, its equitable reduction to the legal rate of 12% per annum is warranted.[9]At the same time, the appellate court declared that respondents may redeem the mortgaged property notwithstanding the expiration of the period of redemption, in the interest of substantial justice and equity.[10]The dispositive portion of said Decision reads:
Petitioners' Motion for Reconsideration was denied by the Court of Appeals in a Resolution dated July 18, 2005.
Issues
Hence, the present Petition for Review onCertiorariraising the following issues:
Petitioners' Arguments
Petitioners contend that with the removal by theBangko Sentralof the ceiling on the rate of interest that may be stipulated in a contract of loan,[13]the lender and the borrower could validly agree on any interest rate on loans. Thus, the Court of Appeals gravely erred when it declared the stipulated interest in theKasulatanas null as if there was no express stipulation on the compounded interest.[14]
Respondents' Arguments
On the other hand, respondents assert that the appellate court correctly struck down the said stipulated interest for being excessive and contrary to morals, if not against the law.[15]They also point out that a contract has the force of law between the parties, but only when the terms, clauses and conditions thereof are not contrary to law, morals, public order or public policy.[16]
Our Ruling
The petition lacks merit.
The Court of Appeals correctly found that the 5% monthly interest, compounded monthly, is unconscionable and should be equitably reduced to the legal rate of 12% per annum.
While we agree with petitioners that parties to a loan agreement have wide latitude to stipulate on any interest rate in view of the Central Bank Circular No. 905 s. 1982 which suspended the Usury Law ceiling on interest effective January 1, 1983, it is also worth stressing that interest rates whenever unconscionable may still be declared illegal. There is certainly nothing in said circular which grants lenderscarte blancheauthority to raise interest rates to levels which will either enslave their borrowers or lead to a hemorrhaging of their assets.[17]
In several cases, we have ruled that stipulations authorizing iniquitous or unconscionable interests are contrary to morals, if not against the law. InMedel v. Court of Appeals,[18]we annulled a stipulated 5.5% per month or 66% per annum interest on a P500,000.00 loan and a 6% per month or 72% per annum interest on a P60,000.00 loan, respectively, for being excessive, iniquitous, unconscionable and exorbitant. InRuiz v. Court of Appeals,[19]we declared a 3% monthly interest imposed on four separate loans to be excessive. In both cases, the interest rates were reduced to 12% per annum.
In this case, the 5% monthly interest rate, or 60% per annum, compounded monthly, stipulated in theKasulatanis even higher than the 3% monthly interest rate imposed in theRuizcase. Thus, we similarly hold the 5% monthly interest to be excessive, iniquitous, unconscionable and exorbitant, contrary to morals, and the law. It is therefore voidab initiofor being violative of Article 1306[20]of the Civil Code. With this, and in accord with theMedelandRuizcases, we hold that the Court of Appeals correctly imposed the legal interest of 12% per annum in place of the excessive interest stipulated in theKasulatan.
The Court of Appeals did not unilaterally change the terms and conditions of the Contract of Mortgage entered into between the petitioners and the respondents.
Petitioners allege that theKasulatanwas entered into by the parties freely and voluntarily.[21]They maintain that there was already a meeting of the minds between the parties as regards the principal amount of the loan, the interest thereon and the property given as security for the payment of the loan, which must be complied with in good faith.[22]Hence, they assert that the Court of Appeals should have given due respect to the provisions of theKasulatan.[23]They also stress that it is a settled principle that the law will not relieve a party from the effects of an unwise, foolish or disastrous contract, entered into with all the required formalities and with full awareness of what he was doing.[24]
Petitioners' contentions deserve scant consideration. InAbe v. Foster Wheeler Corporation,[25]we held that the freedom of contract is not absolute. The same is understood to be subject to reasonable legislative regulation aimed at the promotion of public health, morals, safety and welfare. One such legislative regulation is found in Article 1306 of the Civil Code which allows the contracting parties to "establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order or public policy."
To reiterate, we fully agree with the Court of Appeals in holding that the compounded interest rate of 5% per month, is iniquitous and unconscionable. Being a void stipulation, it is deemed inexistent from the beginning. The debt is to be considered without the stipulation of the iniquitous and unconscionable interest rate. Accordingly, the legal interest of 12% per annum must be imposed in lieu of the excessive interest stipulated in the agreement, in line with our ruling inRuiz v. Court of Appeals,[26]thus:
From the foregoing, it is clear that there is no unilateral alteration of the terms and conditions of theKasulatanentered into by the parties. Surely, it is more consonant with justice that the subject interest rate be equitably reduced and the legal interest of 12% per annum is deemed fair and reasonable.[27]
The additional 1% per month penalty awarded as liquidated damages does not have any legal basis.
In its June 11, 2002 Decision,[28]the trial court granted an additional 1% per month penalty as liquidated damages[29]beginning February 17, 1994 up to June 21, 2000.[30]Since respondents did not file their appellees' brief despite notice, the appellate court declared this to be not in issue.[31]
Although the issue of the liquidated damages was not presented squarely in either Memorandum of the parties, this does not prevent us from ruling on the matter. In the exercise of our appellate jurisdiction, we are clothed with ample authority to review findings and rulings of lower courts even if they are not assigned as errors. This is especially so if we find that their consideration is necessary in arriving at a just decision of the case. We have consistently held that an unassigned error closely related to an error properly assigned, or upon which a determination of the question raised by the error properly assigned is dependent, will be considered notwithstanding the failure to assign it as an error.[32]On this premise, we deem it proper to pass upon the matter of liquidated damages.
Article 2226 of the Civil Code provides that "[L]iquidated damages are thoseagreed upon by the parties to a contract, to be paid in case of breach thereof."
In the instant case, a cursory reading of theKasulatanwould show that it is devoid of any stipulation with respect to liquidated damages. Neither did any of the parties allege or prove the existence of any agreement on liquidated damages. Hence, for want of any stipulation on liquidated damages in theKasulatanentered into by the parties, we hold that the liquidated damages awarded by the trial court and affirmed by the Court of Appeals to be without legal basis and must be deleted.
The foreclosure proceedings held on March 3, 1999 cannot be given effect.
The Court of Appeals modified the judgment of the trial court by holding that respondents, in the interest of substantial justice and equity, may redeem the mortgaged property notwithstanding the lapse of the period of redemption.
Petitioners argue that this cannot be done because the right of redemption had long expired and same is no longer possible beyond the one-year period provided under Act No. 3135.[33]
On the other hand, respondents insist that to disallow them to redeem the property would render meaningless the declaration that the stipulated interest is null and void.
It is undisputed that sometime after the maturity of the loan, respondent Tan attempted to pay the mortgage debt of P30,000.00 as principal and some interest. Said offer was refused by petitioners because they demanded payment of the total accumulated amount of P359,000.00.[34]Moreover, the trial court also mentioned an offer by respondent Tan of the amount of P200,000.00 to petitioners in order for her to redeem or re-acquire the propertyin litis.[35]
From these, it is evident that despite considerable effort on her part, respondent Tan failed to redeem the mortgaged property because she was unable to raise the total amount of P359,000.00, an amount grossly inflated by the excessive interest imposed. Thus, it is only proper that respondents be given the opportunity to repay the real amount of their indebtedness.
In the case ofHeirs of Zoilo Espiritu v. Landrito,[36]which is on all fours with the instant case, we held that:
On this basis, we nullify the foreclosure proceedings held on March 3, 1999 since the amount demanded as the outstanding loan was overstated. Consequently, it has not been shown that the respondents have failed to pay the correct amount of their outstanding obligation. Accordingly, we declare the registration of the foreclosure sale invalid and cannot vest title over the mortgaged property.
Anent the allegation of petitioners that the Court of Appeals erred in extending the period of redemption, same has been rendered moot in view of the nullification of the foreclosure proceedings.
WHEREFORE, the instant petition isDENIED. The assailed Decision of the Court of Appeals dated October 29, 2004 as well as the Resolution dated July 18, 2005 areAFFIRMEDwith theMODIFICATIONthat the award of 1% liquidated damages per month beDELETEDand that petitioners areORDEREDto reconvey the subject property to respondents conditioned upon the payment of the loan together with the rate of interest fixed herein.
SO ORDERED.
Carpio*, (Chairperson), Leonardo-De Castro**, BrionandAbad, JJ., concur.
*Per Special Order No. 775 dated November 3, 2009.
**Additional member per Special Order No. 776 dated November 3, 2009.
[1]SeeIbarra v. Aveyro, 37 Phil. 273, 282 (1917).
[2]Rollo, pp. 9-21.
[3]Id. at 144-161; penned by Associate Justice Ruben T. Reyes and concurred in by Associate Justices Perlita J. Tria Tirona and Jose C. Reyes, Jr.
[4]Id. at 168-169; penned by Associate Justice Ruben T. Reyes and concurred in by Associate Justices Eugenio S. Labitoria and Jose C. Reyes, Jr.
[5]Id. at 48-82; penned by Judge Arturo G. Tayag.
[6]Id. at 22-37.
[7]Id. at 26.
[8]Id. at 82.
[9]Id. at 155.
[10]Id. at 158.
[11]Id. at 160.
[12]Id. at 12.
[13]Id. at 197.
[14]Id.
[15]Id at 213.
[16]Id at 214.
[17]Cuaton v. Salud, G.R. No. 158382, January 27, 2004, 421 SCRA 278, 282;Almeda v. Court of Appeals,326 Phil. 309, 319 (1996)
[18]359 Phil. 820 (1998).
[19]449 Phil. 419 (2003).
[20]Article 1306 of the Civil Code provides:
The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order, or public policy.
[21]Rollo, p. 199.
[22]Id.
[23]Id at 200.
[24]Id at 201.
[25]Nos. L-14785 and L-14923, 110 Phil. 198, 203 (1960).
[26]Supra note 19.
[27]Spouses Solangon v. Salazar, 412 Phil. 816, 823 (2001).
[28]Rollo,pp. 48-82.
[29]Id. at 82.
[30]This is the date the Sheriff delivered possession to the petitioners of the subject property by virtue of a Writ of Possession.
[31]Rollo, p. 11.
[32]Cuaton v. Salud,supra note 17, at 283.
[33]Rollo, p. 201.
[34]Rollo,p. 146.
[35]June 11, 2002Decisionof the Regional Trial Court reads:
PREMISES CONSIDERED, this Court cannot declare the mortgage and foreclosure null and void but the documents [sic]Kasulatan ng Sanglaan ng Lupa x x x
[36]G.R. No. 169617, April 3, 2007, 520 SCRA 383, 396-397.
In this Petition for Review onCertiorari,[2]petitioners assail the October 29, 2004 Decision[3]and July 18, 2005 Resolution[4]of the Court of Appeals (CA) in CA-G.R. CV No. 76842, affirming the June 11, 2002 Decision[5]of the Regional Trial Court of Bulacan, Branch 79, which equitably reduced the stipulated interest rate in an agreement entered into by the parties from 60% per annum (or 5% per month) to 12% per annum, with the modification that herein respondents may redeem the mortgaged property notwithstanding the lapse of redemption period on grounds of equity and substantial justice.
Factual antecedents
Respondent Angelina de Leon Tan, and her husband Ruben Tan were the former registered owners of a 240-square meter residential lot, situated atBarrioCanalate, Malolos, Bulacan and covered by Transfer Certificate of Title No. T-8540. On February 17, 1994, they entered into an agreement with petitioners spouses Isagani and Diosdada Castro denominated asKasulatan ng Sanglaan ng Lupa at Bahay(Kasulatan) to secure a loan of P30,000.00 they obtained from the latter. Under theKasulatan, the spouses Tan undertook to pay the mortgage debt within six months or until August 17, 1994, with an interest rate of 5% per month, compounded monthly.
When her husband died on September 2, 1994, respondent Tan was left with the responsibility of paying the loan. However, she failed to pay the same upon maturity. Thereafter, she offered to pay petitioners the principal amount of P30,000.00 plus a portion of the interest but petitioners refused and instead demanded payment of the total accumulated sum of P359,000.00.
On February 5, 1999, petitioners caused the extrajudicial foreclosure of the real estate mortgage and emerged as the only bidder in the auction sale that ensued. The period of redemption expired without respondent Tan having redeemed the property; thus title over the same was consolidated in favor of petitioners. After a writ of possession was issued, the Sheriff ejected respondents from the property and delivered the possession thereof to petitioners.
Proceedings before the Regional Trial Court
On September 26, 2000, respondent Tan, joined by respondents Sps. Concepcion T. Clemente and Alexander C. Clemente, Sps. Elizabeth T. Carpio and Alvin Carpio, Sps. Marie Rose T. Soliman and Arvin Soliman and Julius Amiel Tan filed a Complaint for Nullification of Mortgage and Foreclosure and/or Partial Rescission of Documents and Damages[6]before the Regional Trial Court of Malolos, Bulacan. They alleged,interalia, that the interest rate imposed on the principal amount of P30,000.00 is unconscionable.[7]
On June 11, 2002, the trial court rendered judgment in favor of respondents,viz:
PREMISES CONSIDERED, this Court cannot declare the mortgage and foreclosure null and void but the x x xKasulatan ng Sanglaan ng Lupax x x herebelow quoted:
2. Na ang nasabing pagkakautang ay aming babayaran sa loob ng anim (6) na buwan simula sa petsa ng kasulatang ito o dili kaya ay sa bago dumating ang Agosto 17, 1994 na may pakinabang na 5% bawat buwan. Na ang tubo ay aani pa rin ng tubong 5% bawat buwan.
Is partially rescinded to only 12% interest per annum and additional one percent a month penalty charges - as liquidated damages beginning February 17, 1994 up to June 21, 2000 per Delivery of Possession x x x and/or for the defendants to accept the offer of P200,000.00 by the plaintiffs to redeem or reacquire the property inlitis.
The Court is not inclined to award moral damages since plaintiffs failed to buttress her claim of moral damages and/or proof of moral damages. x x x
No award of attorney's fees because the general rule is that no [premium] should be placed on the right to litigate. x x x
The counterclaim of the defendants is hereby DISMISSED for lack of merit.
Costs against the defendants.
SO ORDERED."[8]
Proceedings before the Court of Appeals
Petitioners appealed to the Court of Appeals which affirmed the trial court's finding that the interest rate stipulated in theKasulatanis iniquitous or unconscionable and, thus, its equitable reduction to the legal rate of 12% per annum is warranted.[9]At the same time, the appellate court declared that respondents may redeem the mortgaged property notwithstanding the expiration of the period of redemption, in the interest of substantial justice and equity.[10]The dispositive portion of said Decision reads:
WHEREFORE, the appealed judgment is hereby AFFIRMED with the MODIFICATION that plaintiffs-appellees may redeem the mortgaged property by paying the defendants-appellants spouses Isagani and Diosdada Castro the amount of P30,000.00, with interest thereon at 12% per annum from February 17, 1994 until fully paid plus penalty charges at the same rate from February 17, 1994 to June 21, 2000.
SO ORDERED.[11]
Petitioners' Motion for Reconsideration was denied by the Court of Appeals in a Resolution dated July 18, 2005.
Hence, the present Petition for Review onCertiorariraising the following issues:
- THE COURT OF APPEALS GROSSLY ERRED IN NULLIFYING THE INTEREST RATE VOLUNTARILY AGREED UPON BY THE PETITIONERS AND RESPONDENTS AND EXPRESSLY STIPULATED IN THE CONTRACT OF MORTGAGE ENTERED INTO BETWEEN THEM.
- THE COURT OF APPEALS GROSSLY ERRED IN MAKING A CONTRACT BETWEEN THE PETITIONERS AND RESPONDENTS BY UNILATERALLY CHANGING THE TERMS AND CONDITIONS OF THE CONTRACT OF MORTGAGE ENTERED INTO BETWEEN THEM.
- THE COURT OF APPEALS GROSSLY ERRED IN EXTENDING THE PERIOD OF REDEMPTION IN FAVOR OF THE RESPONDENTS IN VIOLATION OF THE CLEAR AND UNEQUIVOCAL PROVISIONS OF ACT NO. 3135 PROVIDING A PERIOD OF ONLY ONE YEAR FOR THE REDEMPTION OF A FORECLOSED REAL PROPERTY.[12]
Petitioners' Arguments
Petitioners contend that with the removal by theBangko Sentralof the ceiling on the rate of interest that may be stipulated in a contract of loan,[13]the lender and the borrower could validly agree on any interest rate on loans. Thus, the Court of Appeals gravely erred when it declared the stipulated interest in theKasulatanas null as if there was no express stipulation on the compounded interest.[14]
Respondents' Arguments
On the other hand, respondents assert that the appellate court correctly struck down the said stipulated interest for being excessive and contrary to morals, if not against the law.[15]They also point out that a contract has the force of law between the parties, but only when the terms, clauses and conditions thereof are not contrary to law, morals, public order or public policy.[16]
The petition lacks merit.
The Court of Appeals correctly found that the 5% monthly interest, compounded monthly, is unconscionable and should be equitably reduced to the legal rate of 12% per annum.
While we agree with petitioners that parties to a loan agreement have wide latitude to stipulate on any interest rate in view of the Central Bank Circular No. 905 s. 1982 which suspended the Usury Law ceiling on interest effective January 1, 1983, it is also worth stressing that interest rates whenever unconscionable may still be declared illegal. There is certainly nothing in said circular which grants lenderscarte blancheauthority to raise interest rates to levels which will either enslave their borrowers or lead to a hemorrhaging of their assets.[17]
In several cases, we have ruled that stipulations authorizing iniquitous or unconscionable interests are contrary to morals, if not against the law. InMedel v. Court of Appeals,[18]we annulled a stipulated 5.5% per month or 66% per annum interest on a P500,000.00 loan and a 6% per month or 72% per annum interest on a P60,000.00 loan, respectively, for being excessive, iniquitous, unconscionable and exorbitant. InRuiz v. Court of Appeals,[19]we declared a 3% monthly interest imposed on four separate loans to be excessive. In both cases, the interest rates were reduced to 12% per annum.
In this case, the 5% monthly interest rate, or 60% per annum, compounded monthly, stipulated in theKasulatanis even higher than the 3% monthly interest rate imposed in theRuizcase. Thus, we similarly hold the 5% monthly interest to be excessive, iniquitous, unconscionable and exorbitant, contrary to morals, and the law. It is therefore voidab initiofor being violative of Article 1306[20]of the Civil Code. With this, and in accord with theMedelandRuizcases, we hold that the Court of Appeals correctly imposed the legal interest of 12% per annum in place of the excessive interest stipulated in theKasulatan.
The Court of Appeals did not unilaterally change the terms and conditions of the Contract of Mortgage entered into between the petitioners and the respondents.
Petitioners allege that theKasulatanwas entered into by the parties freely and voluntarily.[21]They maintain that there was already a meeting of the minds between the parties as regards the principal amount of the loan, the interest thereon and the property given as security for the payment of the loan, which must be complied with in good faith.[22]Hence, they assert that the Court of Appeals should have given due respect to the provisions of theKasulatan.[23]They also stress that it is a settled principle that the law will not relieve a party from the effects of an unwise, foolish or disastrous contract, entered into with all the required formalities and with full awareness of what he was doing.[24]
Petitioners' contentions deserve scant consideration. InAbe v. Foster Wheeler Corporation,[25]we held that the freedom of contract is not absolute. The same is understood to be subject to reasonable legislative regulation aimed at the promotion of public health, morals, safety and welfare. One such legislative regulation is found in Article 1306 of the Civil Code which allows the contracting parties to "establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order or public policy."
To reiterate, we fully agree with the Court of Appeals in holding that the compounded interest rate of 5% per month, is iniquitous and unconscionable. Being a void stipulation, it is deemed inexistent from the beginning. The debt is to be considered without the stipulation of the iniquitous and unconscionable interest rate. Accordingly, the legal interest of 12% per annum must be imposed in lieu of the excessive interest stipulated in the agreement, in line with our ruling inRuiz v. Court of Appeals,[26]thus:
The foregoing rates of interests and surcharges are in accord withMedel vs. Court of Appeals,Garcia vs. Court of Appeals,Bautista vs. Pilar Development Corporation, and the recent case ofSpouses Solangon vs. Salazar. This Court invalidated a stipulated 5.5% per month or 66% per annum interest on a P500,000.00 loan inMedeland a 6% per month or 72% per annum interest on a P60,000.00 loan inSolangonfor being excessive, iniquitous, unconscionable and exorbitant. In both cases, we reduced the interest rate to 12% per annum. We held that while the Usury Law has been suspended by Central Bank Circular No. 905, s. 1982, effective on January 1, 1983, and parties to a loan agreement have been given wide latitude to agree on any interest rate, still stipulated interest rates are illegal if they are unconscionable. Nothing in the said circular grants lenderscarte blancheauthority to raise interest rates to levels which will either enslave their borrowers or lead to a hemorrhaging of their assets. On the other hand, inBautista vs. Pilar Development Corp., this Court upheld the validity of a 21% per annum interest on a P142,326.43 loan, and inGarcia vs. Court of Appeals, sustained the agreement of the parties to a 24% per annum interest on an P8,649,250.00 loan.It is on the basis of these cases that we reduce the 36% per annum interest to 12%.An interest of 12% per annum is deemed fair and reasonable. While it is true that this Court invalidated a much higher interest rate of 66% per annum inMedeland 72% inSolangonit has sustained the validity of a much lower interest rate of 21% inBautistaand 24% inGarcia. We still find the 36% per annum interest rate in the case at bar to be substantially greater than those upheld by this Court in the two (2) aforecited cases. (Emphasis supplied, citations omitted)
From the foregoing, it is clear that there is no unilateral alteration of the terms and conditions of theKasulatanentered into by the parties. Surely, it is more consonant with justice that the subject interest rate be equitably reduced and the legal interest of 12% per annum is deemed fair and reasonable.[27]
The additional 1% per month penalty awarded as liquidated damages does not have any legal basis.
In its June 11, 2002 Decision,[28]the trial court granted an additional 1% per month penalty as liquidated damages[29]beginning February 17, 1994 up to June 21, 2000.[30]Since respondents did not file their appellees' brief despite notice, the appellate court declared this to be not in issue.[31]
Although the issue of the liquidated damages was not presented squarely in either Memorandum of the parties, this does not prevent us from ruling on the matter. In the exercise of our appellate jurisdiction, we are clothed with ample authority to review findings and rulings of lower courts even if they are not assigned as errors. This is especially so if we find that their consideration is necessary in arriving at a just decision of the case. We have consistently held that an unassigned error closely related to an error properly assigned, or upon which a determination of the question raised by the error properly assigned is dependent, will be considered notwithstanding the failure to assign it as an error.[32]On this premise, we deem it proper to pass upon the matter of liquidated damages.
Article 2226 of the Civil Code provides that "[L]iquidated damages are thoseagreed upon by the parties to a contract, to be paid in case of breach thereof."
In the instant case, a cursory reading of theKasulatanwould show that it is devoid of any stipulation with respect to liquidated damages. Neither did any of the parties allege or prove the existence of any agreement on liquidated damages. Hence, for want of any stipulation on liquidated damages in theKasulatanentered into by the parties, we hold that the liquidated damages awarded by the trial court and affirmed by the Court of Appeals to be without legal basis and must be deleted.
The foreclosure proceedings held on March 3, 1999 cannot be given effect.
The Court of Appeals modified the judgment of the trial court by holding that respondents, in the interest of substantial justice and equity, may redeem the mortgaged property notwithstanding the lapse of the period of redemption.
Petitioners argue that this cannot be done because the right of redemption had long expired and same is no longer possible beyond the one-year period provided under Act No. 3135.[33]
On the other hand, respondents insist that to disallow them to redeem the property would render meaningless the declaration that the stipulated interest is null and void.
It is undisputed that sometime after the maturity of the loan, respondent Tan attempted to pay the mortgage debt of P30,000.00 as principal and some interest. Said offer was refused by petitioners because they demanded payment of the total accumulated amount of P359,000.00.[34]Moreover, the trial court also mentioned an offer by respondent Tan of the amount of P200,000.00 to petitioners in order for her to redeem or re-acquire the propertyin litis.[35]
From these, it is evident that despite considerable effort on her part, respondent Tan failed to redeem the mortgaged property because she was unable to raise the total amount of P359,000.00, an amount grossly inflated by the excessive interest imposed. Thus, it is only proper that respondents be given the opportunity to repay the real amount of their indebtedness.
In the case ofHeirs of Zoilo Espiritu v. Landrito,[36]which is on all fours with the instant case, we held that:
Since the Spouses Landrito, the debtors in this case, were not given an opportunity to settle their debt, at the correct amount and without the iniquitous interest imposed,no foreclosure proceedings may be instituted.A judgment ordering a foreclosure sale is conditioned upon a finding on the correct amount of the unpaid obligation and the failure of the debtor to pay the said amount. In this case, it has not yet been shown that the Spouses Landrito had already failed to pay the correct amount of the debt and, therefore, a foreclosure sale cannot be conducted in order to answer for the unpaid debt. The foreclosure sale conducted upon their failure to pay P874,125.00 in 1990 should be nullified since the amount demanded as the outstanding loan was overstated; consequently it has not been shown that the mortgagors - the Spouses Landrito, have failed to pay their outstanding obligation. x x x
As a result, the subsequent registration of the foreclosure sale cannot transfer any rights over the mortgaged property to the Spouses Espiritu. The registration of the foreclosure sale, herein declared invalid, cannot vest title over the mortgaged property. x x x (Emphasis supplied)
On this basis, we nullify the foreclosure proceedings held on March 3, 1999 since the amount demanded as the outstanding loan was overstated. Consequently, it has not been shown that the respondents have failed to pay the correct amount of their outstanding obligation. Accordingly, we declare the registration of the foreclosure sale invalid and cannot vest title over the mortgaged property.
Anent the allegation of petitioners that the Court of Appeals erred in extending the period of redemption, same has been rendered moot in view of the nullification of the foreclosure proceedings.
WHEREFORE, the instant petition isDENIED. The assailed Decision of the Court of Appeals dated October 29, 2004 as well as the Resolution dated July 18, 2005 areAFFIRMEDwith theMODIFICATIONthat the award of 1% liquidated damages per month beDELETEDand that petitioners areORDEREDto reconvey the subject property to respondents conditioned upon the payment of the loan together with the rate of interest fixed herein.
SO ORDERED.
Carpio*, (Chairperson), Leonardo-De Castro**, BrionandAbad, JJ., concur.
*Per Special Order No. 775 dated November 3, 2009.
**Additional member per Special Order No. 776 dated November 3, 2009.
[1]SeeIbarra v. Aveyro, 37 Phil. 273, 282 (1917).
[2]Rollo, pp. 9-21.
[3]Id. at 144-161; penned by Associate Justice Ruben T. Reyes and concurred in by Associate Justices Perlita J. Tria Tirona and Jose C. Reyes, Jr.
[4]Id. at 168-169; penned by Associate Justice Ruben T. Reyes and concurred in by Associate Justices Eugenio S. Labitoria and Jose C. Reyes, Jr.
[5]Id. at 48-82; penned by Judge Arturo G. Tayag.
[6]Id. at 22-37.
[7]Id. at 26.
[8]Id. at 82.
[9]Id. at 155.
[10]Id. at 158.
[11]Id. at 160.
[12]Id. at 12.
[13]Id. at 197.
[14]Id.
[15]Id at 213.
[16]Id at 214.
[17]Cuaton v. Salud, G.R. No. 158382, January 27, 2004, 421 SCRA 278, 282;Almeda v. Court of Appeals,326 Phil. 309, 319 (1996)
[18]359 Phil. 820 (1998).
[19]449 Phil. 419 (2003).
[20]Article 1306 of the Civil Code provides:
The contracting parties may establish such stipulations, clauses, terms and conditions as they may deem convenient, provided they are not contrary to law, morals, good customs, public order, or public policy.
[21]Rollo, p. 199.
[22]Id.
[23]Id at 200.
[24]Id at 201.
[25]Nos. L-14785 and L-14923, 110 Phil. 198, 203 (1960).
[26]Supra note 19.
[27]Spouses Solangon v. Salazar, 412 Phil. 816, 823 (2001).
[28]Rollo,pp. 48-82.
[29]Id. at 82.
[30]This is the date the Sheriff delivered possession to the petitioners of the subject property by virtue of a Writ of Possession.
[31]Rollo, p. 11.
[32]Cuaton v. Salud,supra note 17, at 283.
[33]Rollo, p. 201.
[34]Rollo,p. 146.
[35]June 11, 2002Decisionof the Regional Trial Court reads:
PREMISES CONSIDERED, this Court cannot declare the mortgage and foreclosure null and void but the documents [sic]Kasulatan ng Sanglaan ng Lupa x x x
x x x x
Is partially rescinded to only 12% interest per annum and additional one percent a month penalty charges - as liquidated damage beginning February 17, 1994 up to June 21, 2000 per Delivery of Possession Exh. "9," by the Sheriff of Branch 78 by virtue of the Writ of Possessionand/or for the defendants to accept [sic] offer of P200,000.00 by the plaintiffs to redeem or reacquire the property inlitis.x x x (Emphasis supplied)
[36]G.R. No. 169617, April 3, 2007, 520 SCRA 383, 396-397.