PROJECT BUILDERS, INC., GALICANO A. CALAPATIA, JR., and LEANDRO ENRIQUEZ, petitioners, vs. THE COURT OF APPEALS and INDUSTRIAL FINANCE CORPORATION, respondents
G.R. No. 99433 | June 19, 2001
FACTS:
On August 21, 1975, Industrial Finance Corporation and Project Builders Inc. entered into an agreement whereby IFC would provide a maximum amount of P2,000,000.00 against which PBI would discount and assign to IFC on a ‘with recourse non-collection basis’ its accounts receivable under the contracts to sell specified in said agreement. And on June 15, 1976, PBI’s credit line with IFC was increased to P5,000,000.00. It was stipulated that the increased credit line granted includes the amount already assigned/discounted.
PBI discounted with IFC on different dates, accounts receivables with different maturity dates from different condominium unit buyers. And each time a certain account receivable was discounted, the covering Contract to Sell was assigned by PBI to IFC.
The total amount of receivables discounted by PBI is P7,986,815.38 and consists of twenty accounts. Of such receivables, P4,549,132.72 was released to PBI and the difference represents the discounting fee or finance fee.
To secure compliance with the terms and conditions of the agreement, PBI executed a Deed of Real Estate Mortgage in favor of IFC. When PBI allegedly defaulted, IFC foreclosed the mortgage and was the highest bidder in the amount of P3,500,000.00.
The foreclosed property was redeemed a year later, but after application of the redemption payment, IFC claims that there is still deficiency in the amount of P1,323,043.08.
Hence, on July 17, 1981, IFC filed a collection suit against Project Builders, Inc., Galicano Calapatia Jr., Pablo Malasarte, Teodoro Banas and Leandro Enriquez.
PBI et al denied liability and in their answer they allege that the plaintiff has no cause or right of action because the obligation is already fully paid out of the proceeds of foreclosure sale of defendant’s property. Further, defendants alleged that a proper accounting of the transaction between the parties will show that it is the plaintiff who is liable to the defendants.
ISSUE:
Whether or not respondent financing company was really subrogated in the place of the supposed seller or assignor
RULING:
An assignment of credit is an act of transferring, either onerously or gratuitously, the right of an assignor to an assignee who would then be capable of proceeding against the debtor for enforcement or satisfaction of the credit The transfer of rights takes place upon perfection of the contract, and ownership of the right, including all appurtenant accessory rights, is thereupon acquired by the assignee. The assignment binds the debtor only upon acquiring knowledge of the assignment but he is entitled, even then, to raise against the assignee the same defenses he could set up against the assignor. Where the assignment is on account of pure liberality on the part of
the assignor, the rules on donation would likewise be pertinent; where valuable consideration is involved, the assignment partakes of the nature of a contract of sale or purchase.
Upon an assignment of a contract to sell, the assignee is effectively subrogated in place of the assignor and in a position to enforce the contract to sell to the same extent as the assignor could.
In an assignment of credit, the consent of the debtor is not essential for its perfection, his knowledge thereof or lack of it affecting only the efficaciousness or inefficaciousness of any payment he might make.
“What the law requires in an assignment of credit is not the consent of the debtor but merely notice to him. A creditor may, therefore, validly assign his credit and its accessories without the debtor’s consent. The purpose of the notice is only to inform the debtor that from the date of the assignment, payment should be made to the assignee and not to the original creditor.”
The assignment, it might be pointed out, was “with recourse,” and default in the payment of installments had been duly established when petitioner corporation foreclosed on the mortgaged parcels of land. The resort to foreclosure of the mortgaged properties did not preclude
private respondent from collecting interest from the assigned Contracts To Sell from the time of foreclosure to the redemption of the foreclosed property. The imposition of interest was a mere enforcement or exercise of the right to the ownership of the credit or receivables which the parties stipulated in the 1976 financing agreement.
As owner of the account receivables, private respondent was impressed with the entitlement over such interest payment.
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