Figuera vs. Ang (2016)

JENNEFER FIGUERA, as substituted by ENHANCE VISA SERVICES, INC vs. MARIA REMEDIOS ANG

G.R. No. 204264, June 29, 2016

BRION, J.:

Facts: Petitioner Ang is the owner of a business named "Enhance Immigration and Documentation Consultants" (EIDC). In 2004, Ang executed a Deed transferring all of her business rights over the EIDC to Figuera for ₱150,000.00 and that Ang shall pay the bills for electricity, telephone, office rentals, and the employees’ salaries up to the month of December 2004. Without Ang’s consent, Figuera paid all the utility bills amounting to ₱107,903.21. In 2005, Figuera tendered only the amount of ₱42,096.79 to Ang, after deducting the amount of ₱107,903.21 from the ₱150,000.00. Ang refused to accept the payment.

Thus, Figuera filed a complaint for specific performance before the RTC of Cebu City against Ang. Figuera consigned the amount of ₱42,096.79 to the RTC. Ang maintained that the amount due pursuant to the Deed is ₱150,000.00 and not just ₱42,096.79.

On May 19, 2005, Figuera conveyed all her rights and causes of action over EIDC in favor of the Enhance Visa Services, Inc. (EVSI).

The RTC and CA ruled that for the tender of payment and consignation to be valid, Figuera must tender the full amount of ₱150,000.00 rather than just ₱42,096.79. Ang is not obliged to accept an amount less than what is agreed upon in the Deed.

Issues: 1) Whether or not legal subrogation took place despite the absence of Ang’s consent to Figuera’s payment of the EIDC bills.

2) Whether or not there was a valid tender of payment and consignation.

Rulings: 1) Yes, there was legal subrogation. There is legal subrogation when a person interested in the fulfilment of the obligation pays, even without the knowledge of the debtor. There is compensation when (1) each one of the debtors is bound principally, and that the debtor is at the same time a principal creditor of the other; (2) both debts consist of a sum of money, or if the things due be consumable, they be of the same kind and also of the same quality if the latter has been stated; (3) both debts are due; (4) both debts are liquidated and demandable; and (5) there be no retention or controversy over both debts commenced by third persons and communicated in due time to the debtor.18 When all these elements are present, compensation takes effect by operation of law and extinguishes both debts to the corresponding amount, even though both parties are without knowledge of the compensation.

All the elements of legal compensation are present in this case.

First, in the assignment of business rights, Figuera stood as Ang’s debtor for the consideration amounting to ₱150,000.00. Figuera, on the other hand, became Ang’s creditor for the amount of ₱107, 903.21 through Figuera’s subrogation to the rights of Ang’s creditors against the latter.

Second, both debts consist of a sum of money, which are both due, liquidated, and demandable.

Finally, neither party alleged that there was any claim raised by third persons against said obligation. In effect, even without the knowledge and consent of Ang or Figuera, their obligation as to the amount of ₱107,903.21 had already been extinguished. Consequently, Figuera owes Ang the remaining due amount of ₱42,096.79.

2. Yes, the tender of payment and consignation were valid. To be valid, the tender of payment must be absolute and must cover the amount due. In this case, the remaining amount due in Figuera's obligation is P42,096.79. Due to the creditor's refusal, without any just cause, to the valid tender of payment, the debtor is released from her obligation by the consignation of the thing or sum due.

Ration Decidendi: The consent or approval of the debtor is required only if a third person who is not interested in the fulfilment of the obligation pays such. On the other hand, no such requirement exists in cases of payment by a person interested in the fulfilment of the obligation.

Gist: The Court resolves the petition for review on certiorari under Rule 45 of the Rules of Court filed by petitioner Figuera assailing the June 29, 2012 Decision and the September 28, 2012 Resolution of the Court of Appeals of Cebu City.