Haystack: GSIS v. Calson (GR L-19867, 29 May 1968)

GSIS v. Calson
[G.R. No. L-19867. May 29, 1968.]
En Banc, Makalintal (J): 7 concur, 1 on official leave

Facts: On 11 April 1957, Calsons Inc. applied for a loan of P2M to appellee to pay the balance of the purchase price of certain parcels of land situated at the corner of Globo de Oro and Elizondo Streets, Quiapo, Manila, and to finance the construction of a 2-story textile market building on said land. The application was approved by appellee's Board of Trustees on 26 August 1957. In connection with said loan appellants executed on 31 October 1957 a promissory note binding themselves jointly and severally to pay appellee the sum of P2M, with interest at the rate of 7% per annum compounded monthly, in 120 equal monthly installments of P23,221.69 each; the first of such due and payable beginning the month following the last release or the month following the expiration of the period for the construction of the building (or within 12 months), whichever is earlier. It was also stipulated that the properties should be free from all liens and encumbrances other than the mortgage itself. The first release in the amount of P819,000.00 was made on 7 November 1957, while the second (and last) release in the amount of P30,000.00 was made on 15 May 1958. The checks covering both releases were drawn in favor of the vendor of the mortgaged properties. In accordance with the agreement between the parties, the old building standing on the mortgaged properties was insured for P300,000.00 on 1 December 1959. Appellee advanced the sum of P5,628,00 for the annual premium, but appellants failed to reimburse the same.

Appellee filed a complaint for the foreclosure of the mortgage with the CFI Manila on 11 August 1958, alleging a number of violations of the mortgage contract, to wit: (1) that the mortgaged properties had not been freed by the mortgagor from certain liens and encumbrances other than the mortgage itself; (2) that without the prior written consent of plaintiff defendants removed and disposed of the complete band sawmill and filing machine which formed part of the properties mortgaged; (3) that Calsons, Inc., failed to submit to appellee evidence showing the reduction of defendant's account on the lot to at least P819,000.00; (4) and that. Calsons, Inc., failed to begin, much less complete, the construction of the supermarket building on the mortgaged properties. On August 11, 1959, plaintiff filed supplemental complaint, which was admitted without opposition. Two additional grounds for the foreclosure of the mortgage were alleged, namely: (1) that defendants failed, despite demands therefor, to pay the amortizations due and payable, including accrued interest and surcharges, on the portion of the loan released to them; and (2) that defendants failed to complete the construction of the textile market building on the mortgaged properties within 12 months from 7 November 1957, the date of the first release of P819,000.00. Judgment was rendered on 3 March 1962 in favor of plaintiff, and defendants brought the appeal directly to the Court in view of the amount involved.

The Supreme Court affirmed the judgment appealed from, with costs against appellants.

1. Vendor’s lien a legal encumbrance, which is effective even if not recorded
Even if the two certificates of title covering the mortgaged property do not show any lien or encumbrance thereon other than the mortgage itself; the vendor's lien in favor of the former owners, representing the unpaid balance of P280,000.00 on the purchase price of the lots mortgaged. The lien is a legal encumbrance and therefore effective although not recorded.

2. Appellee not estopped in invoking right to have properties free from vendor’s lien
One of the reasons why appellant Calsons, Inc., applied for the P2M loan was precisely to use part thereof to pay the balance of the purchase price of 5 parcels of land it mortgaged to appellee. And to assure itself that no vendor's lien attached to the said properties, appellee caused the additional conditions to be added to the original terms of the mortgage contract. It turns out in fact that appellants had failed to reduce their account on the lot to P819,000.00, as stipulated in the mortgage contract, since there was still a balance of P280,000 on the purchase price. With respect to the second release of P30,000.00, the check was also drawn in favor of the vendor with the understanding that it would be used to pay the real estate taxes due on said properties and thus remove the corresponding tax lien imposed by law. The steps taken by appellee negate any inference that it agreed to waive its right to have the properties "free from all liens and encumbrances," as provided in the mortgage contract.

3. Appellee cannot be estopped by a commitment made by its agent not reflected in the Agreement
Estoppel is invoked by appellants on the basis of a letter dated 28 October 1957, sent by the Manager of appellee's Real Estate Department to the vendor of the properties, to the effect that the balance of the purchase price in the amount of P280,000.00 would be released within six (6) months from the date of the said letter. The commitment of said Manager was not recognized by the Board of Trustees of the appellee as shown by the fact that it was not incorporated in the mortgage contract, which was executed on a later date, 31 October 1957. While the schedule of subsequent releases was clearly defined in the mortgage contract, no mention was made about the said commitment.

4. Machineries are immovables and are included in mortgage; installed by the owner to meet demands of industry or works
The mortgage was on the lands "together with all the buildings and improvements now existing or which may hereafter be constructed" thereon. And the machineries were permanently attached to the property, and installed there by the former owner to meet the needs of certain works or industry therein. They were therefore part of immovable pursuant to Article 415 of the Civil Code, and need not be the subject of a separate chattel mortgage in order to be deemed duly encumbered in favor of appellee.

5. Promissory note provides for due date of installments; Failure to pay amortizations a violation of mortgage contract
The promissory note executed by the parties clearly provides when the first installment, as well as subsequent ones, would become due, i.e. beginning the month following the last release and/or the month following the expiration of the period for the construction of the textile market building, whichever is earlier and the rest on the 7th day of every month thereafter until the principal of P2M and the interest shall have been fully paid. The mortgage contract provides that the proposed building should be completed within 12 months from the date of the first release. Said release having been made on 7 November 1957, the construction period expired on 7 November 1958; hence, the first installment became due one month thereafter or on 7 December 1958, and the rest on the 7th day of every month thereafter. Appellants' failure to pay the amortizations, interest and surcharges demanded of them by appellee, therefore, constitutes a violation of the mortgage contract and is sufficient ground for the foreclosure of the mortgage.

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