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1. REPUBLIC OF THEG.R. No. 156956
PHILIPPINES, Represented
by EDUARDO T. MALINIS,cralaw Present:
in His Capacity as Insurancecralaw
Commissioner, PANGANIBAN, CJ, Chairperson,
Petitioner,cralaw YNARES-SANTIAGO,
AUSTRIA-MARTINEZ,
CALLEJO, SR., and
cralawcralaw- versus -CHICO-NAZARIO, JJ
DEL MONTE MOTORS, INC.,cralawPromulgated:
cralawRespondent.October 9, 2006cralaw
x -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --- -- -- -- -- x
DECISION
PANGANIBAN, CJ:
cralawThe securities required by the Insurance Code to be deposited with the Insurance
Commissioner are intendedto answer for the claims of all policy holders in the event that the
depositing insurance company becomes insolvent or otherwise unable to satisfy their
claims.The security deposit must be ratably distributed among all the insured who are entitled
to their respective shares; it cannot be garnished or levied upon by a single claimant, to the
detriment of the others.
The Case
cralawBefore us is a Petition for Review[1] under Rule 45 of the Rules of Court, seeking to reverse the January 16,
2003 Order[2] of the Regional Court (RTC) of Quezon City (Branch 221) in Civil Case No. Q-97-30412.The RTC
found Insurance Commissioner Eduardo T. Malinis guilty of indirect contempt for refusing to comply with
the December 18, 2002 Resolution[3] of the lower court.The January 16, 2003 Order states in full:
On January 8, 2003, [respondent] filed a Motion to Cite Commissioner Eduardo T. Malinis of the
Office of the Insurance Commission in Contempt of Court because of his failure and refusal to obey
the lawful order of this court embodied in a Resolution dated December 18, 2002 directing him to
allow the withdrawal of the security deposit of Capital Insurance and Surety Co. (CISCO) in the
amount of P11,835,375.50 to be paid to Sheriff Manuel Paguyo in the satisfaction of the Notice of
Garnishment pursuant to a Decision of this Court which has become final andexecutory.
During the hearing of the Motion set last January 10, 2003, Commissioner Malinis or his counsel or
his duly authorized representative failed to appear despite notice in utter disregard of the order of this
Court.However, Commissioner Malinis filed on January 15, 2003 a written Comment reiterating the
same grounds already passed upon and rejected by this Court.This Court finds no lawful justification
or excuse for Commissioner Malinis refusal to implement the lawful orders of this Court.
Wherefore, premises considered and after due hearing, Commissioner Eduardo T. Malinis is hereby
declared guilty of Indirect Contempt of Court pursuant to Section 3 [of] Rule 71 of the 1997 Rules of
Civil Procedure for willfully disobeying and refusing to implement and obey a lawful order of this
Court.[4]chanroblesvirtuallawlibrary

2. The Facts
cralawOn January 15, 2002, the RTC rendered a Decision in Civil Case No. Q-97-30412, finding the defendants
(Vilfran Liner, Inc., Hilaria Villegas and Maura Villegas) jointly and severally liable to pay Del Monte Motors,
Inc., P11,835,375.50 representing the balance of Vilfran Liner's service contracts with respondent.The trial court further
ordered the execution of the Decision against the counterbond posted by Vilfran Liner on June 10, 1997, and issued by
Capital Insurance and Surety Co., Inc. (CISCO).
cralawOn April 18, 2002, CISCO opposed the Motion for Execution filed by respondent, claiming that the latter had no
record or document regarding the alleged issuance of the counterbond; thus, the bond was not valid and enforceable.
cralawOn June 13, 2002, the RTC granted the Motion for Execution and issued the corresponding Writ.Armed with this
Writ, Sheriff Manuel S. Paguyo proceeded to levy on the properties of CISCO.He also issued a Notice of Garnishment
on several depository banks of the insurance company.Moreover, he served a similar notice on the Insurance
Commission, so as to enforce the Writ on the security deposit filed by CISCO with the Commission in accordance with
Section 203 of the Insurance Code.
cralawOn December 18, 2002, after a hearing on all the pending Motions, the RTC ruled that the Notice of Garnishment
served by Sheriff Paguyo on the insurance commission was valid.The trial court added that the letter and spirit of the
law made the security deposit answerable for contractual obligations incurred by CISCO under the insurance contracts
the latter had entered into.The RTC resolved thus:
Furthermore, the Commissioner of the Office of the Insurance Commission is hereby ordered to
comply with its obligations under the Insurance Code by upholding the integrity and efficacy of bonds
validly issued by duly accredited Bonding and Insurance Companies; and to safeguard the public
interest by insuring the faithful performance to enforce contractual obligations under existing
bonds.Accordingly said office is ordered to withdraw from the security deposit of Capital
Insurance & Surety Company, Inc. the amount of P11,835.50 to be paid to Sheriff Manuel
S.Paguyo in satisfaction of the Notice of Garnishment served on August 16, 2002.[5]cralaw
cralawOn January 8, 2003, respondent moved to cite Insurance Commissioner Eduardo T. Malinis in contempt of court
for his refusal to obey the December 18, 2002 Resolution of the trial court.
Ruling of the Trial Court

3. cralawThe RTC held Insurance Commissioner Malinis in contempt for his refusal to implement its Order.It explained
that the commissioner had no legal justification for his refusal to allow the withdrawal of CISCO's security deposit.

4. cralawHence, this Petition.[6]chanroblesvirtuallawlibrary
Issues
cralawPetitioner raises this sole issue for the Court's consideration:
Whether or not the security deposit held by the Insurance Commissioner pursuant to Section 203 of
the Insurance Code may be levied or garnished in favor of only one insured.
[7]chanroblesvirtuallawlibrary
The Court's Ruling
cralawThe Petition is meritorious.
Preliminary Issue:
Propriety of Review
cralawBefore discussing the principal issue, the Court will first dispose of the question of mootness.
cralawPrior to the filing of the instant Petition, Insurance Commissioner Malinis sent the treasurer of the Philippines a
letter dated March 26, 2003, stating that the former had no objection to the release of the security deposit to Del Monte
Motors.Portions of the fund were consequently released to respondent in July, October, and December 2003.Thus, the
issue arises: whether these circumstances render the case moot.
Petitioner, however, contends that the partial releases should not be construed as an abandonment of its stand that
security deposits under Section 203 of the Insurance Code are exempt from levy and garnishment.The Republic claims
that the releases were made pursuant to the commissioner's power of control over the fund, not to the lower court's
Order of garnishment.Petitioner further invokes the jurisdiction of this Court to put to rest the principal issue of whether
security deposits made with the Insurance Commission may be levied and garnished.
cralawThe issue is not totally moot.To stress, only a portion of respondent's claim was satisfied, and the Insurance
Commission has required CISCO to replenish the latter's security deposit.Respondent, therefore, may one day decide to
further garnish the security deposit, once replenished.Moreover, after the questioned Order of the lower court was

5. issued, similar claims on the security deposits of various insurance companies have been made before the Insurance
Commission.To set aside the resolution of the issue will only postpone a task that is certain to crop up in the future.
cralawBesides, the business of insurance is imbued with public interest.It is subject to regulation by the State, with
respect not only to the relations between the insurer and the insured, but also to the internal affairs of insurance
companies.[8]As this case is undeniably endowed with public interest and involves a matter of public policy, this Court
shall not shirk from its duty to educate the bench and the bar by formulating guiding and controlling principles,
precepts, doctrines and rules.[9]

6. Principal Issue:
Exemption of Security Deposit
from Levy or Garnishment
Section 203 of the Insurance Code provides as follows:
cralawSec. 203.Every domestic insurance company shall, to the extent of an amount equal in value to
twenty-five per centum of the minimum paid-up capital required under section one hundred eighty-
eight, invest its funds only in securities, satisfactory to the Commissioner, consisting of bonds or other
evidences of debt of the Government of the Philippines or its political subdivisions or
instrumentalities, or of government-owned or controlled corporations and entities, including the
Central Bank of the Philippines: Provided, That such investments shall at all times be maintained free
from any lien or encumbrance; and Provided, further, That such securities shall be deposited with and
held by the Commissioner for the faithful performance by the depositing insurer of all its obligations
under its insurance contracts.The provisions of section one hundred ninety-two shall, so far as
practicable, apply to the securities deposited under this section.
Except as otherwise provided in this Code, no judgment creditor or other claimant shall have the
right to levy upon any of the securities of the insurer held on deposit pursuant to the
requirement of the Commissioner.(Emphasis supplied)
Respondent notes that Section 203 does not provide for an absolute prohibition on the levy and garnishment of the
security deposit.It contends that the law requires the deposit, precisely to ensure faithful performance of all the
obligations of the depositing insurer under the latter's various insurance contracts.Hence, respondent claims that the
security deposit should be answerable for the counterbond issued by CISCO.
The Court is not convinced.As worded, the law expressly and clearly states that the security deposit shall be (1)
answerable for all the obligations of the depositing insurer under its insurance contracts; (2) at all timesfree from any
liens or encumbrance; and (3) exempt from levy by any claimant.
To be sure, CISCO, though presently under conservatorship, has valid outstanding policies.Its policy holders have a
right under the law to be equally protected by its security deposit.To allow the garnishment of that deposit would impair
the fund by decreasing it to less than the percentage of paid-up capital that the law requires to be maintained.Further,
this move would create, in favor of respondent, a preference of credit over the other policy holders and beneficiaries.
Our Insurance Code is patterned after that of California.[10]Thus, the ruling of the state's Supreme Court on a similar
concept as that of the security deposit is instructive.Engwicht v. Pacific States Life Assurance Co.[11] held that the
money required to be deposited by a mutual assessment insurance company with the state treasurer was 'a trust fund to
be ratably distributed amongst all the claimants entitled to share in it.Such a distribution cannot be had except in an

7. action in the nature of a creditors' bill, upon the hearing of which, and with all the parties interested in the fund before it,
the court may make equitable distribution of the fund, and appoint a receiver to carry that distribution into effect.[12]
Basic is the statutory construction rule that provisions of a statute should be construed in accordance with the purpose
for which it was enacted.[13]That is, the securities are held as a contingency fund to answer for the claims against the
insurance company by all its policy holders and their beneficiaries.This step is taken in the event that the company
becomes insolvent or otherwise unable to satisfy the claims against it.Thus, a single claimant may not lay stake on the
securities to the exclusion of all others.The other parties may have their own claims against the insurance company
under other insurance contracts it has entered into.
Respondent's Inchoate Right
The right to lay claim on the fund is dependent on the solvency of the insurer and is subject to all other obligations of
the company arising from its insurance contracts.Thus, respondent's interest is merely inchoate.Being a mere
expectancy, it has no attribute of property.At this time, it is nonexistent and may never exist.[14]Hence, it would be
premature to make the security deposit answerable for CISCO's present obligation to Del Monte Motors.
Moreover, since insolvency proceedings against CISCO have yet to be conducted, it would be impossible to establish at
this time which claimants are entitled to the security deposit and in what pro-rated amounts.Only after all other
claimants under subsisting policies issued by CISCO have been heard can respondent's share be determined.
Powers of the Commissioner
The Insurance Code has vested the Office of the Insurance Commission with both regulatory andadjudicatory authority
over insurance matters.[15]
The general regulatory authority of the insurance commissioner is described in Section 414 of the Code as follows:
Sec. 414.The Insurance Commissioner shall have the duty to see that all laws relating to insurance,
insurance companies and other insurance matters, mutual benefit associations, and trusts for
charitable uses are faithfully executed and to perform the duties imposed upon him by this Code, and
shall, notwithstanding any existing laws to the contrary, have sole and exclusive authority to regulate
the issuance and sale of variable contracts as defined in section two hundred thirty-two and to provide
for the licensing of persons selling such contracts, and to issue such reasonable rules and regulations
governing the same.
The Commissioner may issue such rulings, instructions, circulars, orders and decisions as he may
deem necessary to secure the enforcement of the provisions of this Code, subject to the approval of the
Secretary of Finance.Except as otherwise specified, decisions made by the Commissioner shall
be appealable to the Secretary of Finance. (Emphasis supplied)

8. Pursuant to these regulatory powers, the commissioner is authorized to (1) issue (or to refuse to issue) certificates of
authority to persons or entities desiring to engage in insurance business in the Philippines;[16](2) revoke or suspend
these certificates of authority upon finding grounds for the revocation or suspension;[17] (3) impose upon insurance
companies, their directors and/or officers and/or agents appropriate penalties -- fines, suspension or removal from office
-- for failing to comply with the Code or with any of the commissioner's orders, instructions, regulations or rulings, or
for otherwise conducting business in an unsafe or unsound manner.[18]
cralawIncluded in the above regulatory responsibilities is the duty to hold the security deposits under Sections
191[19] and 203 of the Code, for the benefit and security of all policy holders.In relation to these provisions, Section
192 of the Insurance Code states:
Sec. 192.The Commissioner shall hold the securities, deposited as aforesaid, for the benefit and
security of all the policyholders of the company depositing the same, but shall as long as the company
is solvent, permit the company to collect the interest or dividends on the securities so deposited, and,
from time to time, with his assent, to withdraw any of such securities, upon depositing with said
Commissioner other like securities, the market value of which shall be equal to the market value of
such as may be withdrawn.In the event of any company ceasing to do business in the Philippines the
securities deposited as aforesaid shall be returned upon the company's making
application therefor and proving to the satisfaction of the Commissioner that it has no further liability
under any of its policies in the Philippines. (Emphasis supplied)
Undeniably, the insurance commissioner has been given a wide latitude of discretion to regulate the insurance industry
so as to protect the insuring public.The law specifically confers custody over the securities upon the commissioner, with
whom these investments are required to be deposited.An implied trust[20] is created by the law for the benefit of all
claimants under subsisting insurance contracts issued by the insurance company.[21]
As the officer vested with custody of the security deposit, the insurance commissioner is in the best position to
determine if and when it may be released without prejudicing the rights of other policy holders.Before allowing the
withdrawal or the release of the deposit, the commissioner must be satisfied that the conditions contemplated by the law
are met and all policy holders protected.
Commissioner's Actions
Entitled to Great Respect
In this case, Commissioner Malinis refused to release the security deposit of CISCO.Believing that the funds were
exempt from execution as provided by law, he sought to protect other policy holders.His interpretation of the provisions
of the law carries great weight and consideration,[22] as he is the head of a specialized body tasked with the regulation
of insurance matters and primarily charged with the implementation of the Insurance Code.

9. The emergence of the multifarious needs of modern society necessitates the establishment of diverse administrative
agencies.In addressing these needs, the administrative agencies charged with applying and implementing particular
statutes have accumulated experience and specialized capabilities.Thus, in a long line of cases, this Court has
recognized that their construction of a statute is entitled to great respect and should ordinarily be controlling, unless
clearly shown to be in sharp conflict with the governing statute or the Constitution and other laws.[23]
Clearly, then, the trial court erred in issuing the Writ of Garnishment against the security deposit of CISCO.It follows
that without the issuance of a valid order, the insurance commissioner could not have been in contempt of court.
[24]chanroblesvirtuallawlibrary
WHEREFORE, the Petition is GRANTED and the assailed Order SET ASIDE.No costs.
SO ORDERED.
Philamlife v. Ansaldo - Jurisdiction of the Insurance
Commissioner
234 SCRA 509
Facts:
> Ramon M. Paterno sent a letter-complaint to the Insurance Commissioner alleging certain problems
encountered by agents, supervisors, managers and public consumers of the Philamlife as a result of certain
practices by said company.
> Commissioner requested petitioner Rodrigo de los Reyes, in his capacity as Philamlife's president, to
comment on respondent Paterno's letter.
> The complaint prays that provisions on charges and fees stated in the Contract of Agency executed
between Philamlife and its agents, as well as the implementing provisions as published in the agents'
handbook, agency bulletins and circulars, be declared as null and void. He also asked that the amounts of
such charges and fees already deducted and collected by Philamlife in connection therewith be reimbursed
to the agents, with interest at the prevailing rate reckoned from the date when they were deducted
> Manuel Ortega, Philamlife's Senior Assistant Vice-President and Executive Assistant to the President,
asked that the Commissioner first rule on the questions of the jurisdiction of the Insurance Commissioner
over the subject matter of the letters-complaint and the legal standing of Paterno.
> Insurance Commissioner set the case for hearing and sent subpoena to the officers of Philamlife. Ortega
filed a motion to quash the subpoena alleging that the Insurance company has no jurisdiction over the
subject matter of the case and that there is no complaint sufficient in form and contents has been filed.
> The motion to quash was denied.
Issue:
Whether or not the insurance commissioner had jurisdiction over the legality of the Contract of Agency
between Philamlife and its agents.
Held:
No, it does not have jurisdiction.

10. The general regulatory authority of the Insurance Commissioner is described in Section 414 of
theInsurance Code, to wit:
"The Insurance Commissioner shall have the duty to see that all laws relating
to insurance, insurancecompanies and other insurance matters, mutual benefit associations and trusts for
charitable uses are faithfully executed and to perform the duties imposed upon him by this Code, . . . ."
On the other hand, Section 415 provides:
"In addition to the administrative sanctions provided elsewhere in this Code, the Insurance Commissioner is
hereby authorized, at his discretion, to impose upon insurance companies, their directors and/or officers
and/or agents, for any willful failure or refusal to comply with, or violation of any provision of this Code, or
any order, instruction, regulation or ruling of the Insurance Commissioner, or any commission of
irregularities, and/or conducting business in an unsafe or unsound manner as may be determined by
theInsurance Commissioner, the following:
a) fines not in excess of five hundred pesos a day; and
b) suspension, or after due hearing, removal of directors and/or officers and/or agents."
A plain reading of the above-quoted provisions show that the Insurance Commissioner has the authority to
regulate the business of insurance, which is defined as follows:
"(2) The term 'doing an insurance business' or 'transacting an insurance business,' within the meaning
of this Code, shall include (a) making or proposing to make, as insurer, any insurance contract; (b) making,
or proposing to make, as surety, any contract of suretyship as a vocation and not as merely incidental of the
surety; (c) doing any kind of business, including a reinsurance business, specifically recognized as
constituting the doing of an insurance business within the meaning of this Code; (d) doing or proposing to do
any business in substance equivalent to any of the foregoing in a manner designed to evade the provisions
of this Code. (Insurance Code, Sec. 2 [2])
Since the contract of agency entered into between Philamlife and its agents is not included within the
meaning of an insurance business, Section 2 of the Insurance Code cannot be invoked to give jurisdiction
over the same to the Insurance Commissioner. Expressio unius est exclusio alterius.
[G. R. No. 141658. March 18, 2005]
COMMISSIONER OF INTERNAL REVENUE, Petitioner, vs. THE PHILIPPINE
AMERICAN ACCIDENT INSURANCE COMPANY, INC., THE PHILIPPINE
AMERICAN ASSURANCE COMPANY, INC., and THE PHILIPPINE
AMERICAN GENERAL INSURANCE CO., INC., Respondents.
D E C I S I O N
CARPIO, J.:
The Case
Before the Court is a petition for review[1] assailing the Decision[2] of 7 January 2000
of the Court of Appeals in CA-G.R. SP No. 36816. The Court of Appeals affirmed the
Decision[3] of 5 January 1995 of the Court of Tax Appeals (CTA') in CTA Cases Nos.
2514, 2515 and 2516. The CTA ordered the Commissioner of Internal Revenue
(petitioner') to refund a total of P29,575.02 to respondent companies
(respondents').
Antecedent Facts

11. Respondents are domestic corporations licensed to transact insurance business in
the country. From August 1971 to September 1972, respondents paid the Bureau of
Internal Revenue under protest the 3% tax imposed on lending investors by Section
195-A[4] of Commonwealth Act No. 466 (CA 466'), as amended by Republic Act No.
6110 (RA 6110') and other laws. CA 466 was the National Internal Revenue Code
(NIRC') applicable at the time.
Respondents paid the following amounts: P7,985.25 from Philippine American
(PHILAM') Accident Insurance Company; P7,047.80 from PHILAM Assurance
Company; and P14,541.97 from PHILAM General Insurance Company. These
amounts represented 3% of each company's interest income from mortgage and
other loans. Respondents also paid the taxes required of insurance companies under
CA 466.
On 31 January 1973, respondents sent a letter-claim to petitioner seeking a refund
of the taxes paid under protest. When respondents did not receive a response, each
respondent filed on 26 April 1973 a petition for review with the CTA. These three
petitions, which were later consolidated, argued that respondents were not lending
investors and as such were not subject to the 3% lending investors' tax under
Section 195-A.
The CTA archived respondents' case for several years while another case with a
similar issue was pending before the higher courts. When respondents' case was
reinstated, the CTA ruled that respondents were entitled to their refund.
The Ruling of the Court of Tax Appeals
The CTA held that respondents are not taxable as lending investors because the
term 'lending investors' does not embrace insurance companies. The CTA traced the
history of the tax on lending investors, as follows:
Originally, a person who was engaged in lending money at interest was taxed as a money lender. [Sec.
1464(x), Rev. Adm. Code] The term money lenders was defined as including 'all persons who make a
practice of lending money for themselves or others at interest. [Sec. 1465(v), id.] Under this law, an
insurance company was not considered a money lender and was not taxable as such. 'To quote from an
old BIR Ruling:
The lending of money at interest by insurance companies constitutes a necessary incident of their
regular business. For this reason, insurance companies are not liable to tax as money lenders or real
estate brokers for making or negotiating loans secured by real property. (Ruling, February 28, 1920;
BIR 135.2) (The Internal Revenue Law, Annotated, 2nd ed., 1929, by B.L. Meer, page 143)
The same rule has been applied to banks.
For making investments on salary loans, banks will not be required to pay the money lender's tax
imposed by this subsection, for the reason that money lending is considered a mere incident of the
banking business. [See Ruling No. 43, (October 8, 1926) 25 Off. Gaz. 1326) (The Internal Revenue
Law, Annotated, id.)
The term 'money lenders' was later changed to 'lending investors' but the definition of the term
remains the same. [Sec. 1464(x), Rev. Adm. Code, as finally amended by Com. Act No. 215, and Sec.
1465(v) of the same Code, as finally amended by Act No. 3963] The same law is embodied in the
present National Internal Revenue Code (Com. Act No. 466) without change, except in the amount of
the tax. [See Secs. 182(A) (3) (dd) and 194(u), National Internal Revenue Code.]
It is a well-settled rule that an administrative interpretation of a law which has been followed and
applied for a long time, and thereafter the law is re-enacted without substantial change, such

12. administrative interpretation is deemed to have received legislative approval. In short, the
administrative interpretation becomes part of the law as it is presumed to carry out the legislative
purpose.[5]
The CTA held that the practice of lending money at interest is part of the insurance
business. CA 466 already taxes the insurance business. The CTA pointed out that the
law recognizes and even regulates this practice of lending money by insurance
companies.
The CTA observed that CA 466 also treated differently insurance companies from
lending investors in regard to fixed taxes. Under Section 182(A)(3)(gg), insurance
companies were subject to the same fixed tax as banks and finance companies. The
CTA reasoned that insurance companies were grouped with banks and finance
companies because the latter's lending activities were also integral to their business.
In contrast, lending investors were taxed at a different fixed tax under Section
182(A)(3)(dd) of CA 466. The CTA stated that 'insurance companies xxx had never
been required by respondent [CIR] to pay the fixed tax imposed on lending investors
xxx.[6]
The dispositive portion of the Decision of 5 January 1995 of the Court of Tax Appeals
(CTA Decision') reads:
WHEREFORE, premises considered, petitioners Philippine American Accident Insurance Co., Philippine
American Assurance Co., and Philippine American General Insurance Co., Inc. are not taxable on their
lending transactions independently of their insurance business. Accordingly, respondent is hereby
ordered to refund to petitioner[s] the sum of P7,985.25, P7,047.80 andP14,541.97 in CTA Cases No.
2514, 2515 and 2516, respectively representing the fixed and percentage taxes when (sic) paid by
petitioners as lending investor from August 1971 to September 1972.
No pronouncement as to cost.
SO ORDERED.[7]
Dissatisfied, petitioner elevated the matter to the Court of Appeals.[8]
The Ruling of the Court of Appeals
The Court of Appeals ruled that respondents are not taxable as lending investors. In
its Decision of 7 January 2000 (CA Decision'), the Court of Appeals affirmed the
ruling of the CTA, thus:
WHEREFORE, premises considered, the petition is DISMISSED, hereby AFFIRMING the decision, dated
January 5, 1995, of the Court of Tax Appeals in CTA Cases Nos. 2514, 2515 and 2516.
SO ORDERED.[9]
Petitioner appealed the CA Decision to this Court.
The Issues
Petitioner raises the sole issue:

13. WHETHER RESPONDENT INSURANCE COMPANIES ARE SUBJECT TO THE 3% PERCENTAGE TAX AS
LENDING INVESTORS UNDER SECTIONS 182(A)(3)(DD) AND 195-A, RESPECTIVELY IN RELATION TO
SECTION 194(U), ALL OF THE NIRC.[10]
The Ruling of the Court
The petition lacks merit.
On the Additional Issue Raised by Petitioner
Section 182(A)(3)(dd) of CA 466 imposes an annual fixed tax on lending investors,
depending on their location.[11] The sole question before the CTA was whether
respondents were subject to the percentage tax on lending investors under Section
195-A. Petitioner raised for the first time the issue of the fixed tax in the Petition for
Review[12] petitioner filed before the Court of Appeals.
Ordinarily, a party cannot raise for the first time on appeal an issue not raised in the
trial court.[13] The Court of Appeals should not have taken cognizance of the issue on
respondents' supposed liability under Section 182(A)(3)(dd). However, we cannot
entirely fault the Court of Appeals or petitioner. Even if the percentage tax on
lending investors was the sole issue before it, the CTA ordered petitioner to refund to
the PHILAM companies 'the fixed and percentage taxes [t]hen paid by petitioners as
lending investor.[14]Although the amounts for refund consisted only of what
respondents paid as percentage taxes, the CTA Decision also ordered the refund to
respondents of the fixed tax on lending investors. Respondents in their pleadings
deny any liability under Section 182(A)(3)(dd), on the same ground that they are
not lending investors.
The question of whether respondents should pay the fixed tax under Section 182(A)
(3)(dd) revolves around the same issue of whether respondents are taxable as
lending investors. In similar circumstances, the Court has held that an appellate
court may consider an unassigned error if it is closely related to an error that was
properly assigned.[15] This rule properly applies to the present case. Thus, we shall
consider and rule on the issue of whether respondents are subject to the fixed tax
under Section 182(A)(3)(dd).
Whether Insurance Companies are
Taxable as Lending Investors
Invoking Sections 195-A and 182(A)(3)(dd) in relation to Section 194(u) of CA 466,
petitioner argues that insurance companies are subject to two fixed taxes and two
percentage taxes. Petitioner alleges that:
As a lending investor, an insurance company is subject to an annual fixed tax of P500.00 and
another P500.00 under Section 182 (A)(3)(dd) and (gg) of the Tax Code. As an underwriter, an
insurance company is subject to the 3% tax of the total premiums collected and another 3% on the

14. gross receipts as a lending investor under Sections 255 and 195-A, respectively of the same Code.
xxx[16]
Petitioner also contends that the refund granted to respondents is in the nature of a
tax exemption, and cannot be allowed unless granted explicitly and categorically.
The rule that tax exemptions should be construed strictly against the taxpayer
presupposes that the taxpayer is clearly subject to the tax being levied against him.
Unless a statute imposes a tax clearly, expressly and unambiguously, what applies is
the equally well-settled rule that the imposition of a tax cannot be presumed.
[17] Where there is doubt, tax laws must be construed strictly against the
government and in favor of the taxpayer.[18] This is because taxes are burdens on
the taxpayer, and should not be unduly imposed or presumed beyond what the
statutes expressly and clearly import.[19]
Section 182(A)(3)(dd) of CA 466 also provides:
Sec. 182. Fixed taxes. ' (A) On business xxx
xxx
(3) Other fixed taxes. ' The following fixed taxes shall be collected as follows, the amount stated
being for the whole year, when not otherwise specified;
xxx
(dd) Lending investors '
1. In chartered cities and first class municipalities, five hundred pesos;
2. In second and third class municipalities, two hundred and fifty pesos;
3. In fourth and fifth class municipalities and municipal districts, one hundred and
twenty-five pesos; Provided, That lending investors who do business as such in more
than one province shall pay a tax of five hundred pesos.
Section 195-A of CA 466 provides:
Sec. 195-A. Percentage tax on dealers in securities; lending investors. ' Dealers in securities and lending
investors shall pay a tax equivalent to three per centum on their gross income.
Neither Section 182(A)(3)(dd) nor Section 195-A mentions insurance companies.
Section 182(A)(3)(dd) provides for the taxation of lending investors in different
localities. Section 195-A refers to dealers in securities and lending investors. The
burden is thus on petitioner to show that insurance companies are lending investors
for purposes of taxation.
In this case, petitioner does not dispute that respondents are in the insurance
business. Petitioner merely alleges that the definition of lending investors under CA
466 is broad enough to encompass insurance companies. Petitioner insists that
because of Section 194(u), the two principal activities of the insurance business,
namely, underwriting and investment, are separately taxable.[20]chanroblesvirtuallawlibrary
Section 194(u) of CA 466 states:
(u) 'Lending investor includes all persons who make a practice of lending money for themselves or others
at interest.
xxx
As can be seen, Section 194(u) does not tax the practice of lending per se. It merely
defines what lending investors are. The question is whether the lending activities of
insurance companies make them lending investors for purposes of taxation.

15. We agree with the CTA and Court of Appeals that it does not. Insurance companies
cannot be considered lending investors under CA 466, as amended.
Definition of Lending
Investors under CA 466 Does
Not Include Insurance
Companies.
The definition in Section 194(u) of CA 466 is not broad enough to include the business
of insurance companies. The Insurance Code of 1978[21] is very clear on what
constitutes an insurance company. It provides that an insurer or insurance company
'shall include all individuals, partnerships, associations or corporations xxx engaged as
principals in the insurance business, excepting mutual benefit associations.[22]More
specifically, respondents fall under the category of insurance corporations as defined
in Section 185 of the Insurance Code, thus:
SECTION 185. Corporations formed or organized to save any person or persons or other corporations
harmless from loss, damage, or liability arising from any unknown or future or contingent event, or to
indemnify or to compensate any person or persons or other corporations for any such loss, damage, or
liability, or to guarantee the performance of or compliance with contractual obligations or the payment of
debts of others shall be known as 'insurance corporations.
Plainly, insurance companies and lending investors are different enterprises in the
eyes of the law. Lending investors cannot, for a consideration, hold anyone harmless
from loss, damage or liability, nor provide compensation or indemnity for loss. The
underwriting of risks is the prerogative of insurers, the great majority of which are
incorporated insurance companies[23] like respondents.
Granting of Mortgage and
other Loans are Investment
Practices that are Part of the
Insurance Business.
True, respondents granted mortgage and other kinds of loans. However, this was not
done independently of respondents' insurance business. The granting of certain loans
is one of several means of investment allowed to insurance companies. No less than
the Insurance Code mandates and regulates this practice.[24]chanroblesvirtuallawlibrary
Unlike the practice of lending investors, the lending activities of insurance companies
are circumscribed and strictly regulated by the State. Insurance companies cannot
freely lend to 'themselves or others' as lending investors can,[25] nor can insurance
companies grant simply any kind of loan. Even prior to 1978, the Insurance Code
prescribed strict rules for the granting of loans by insurance companies.[26] These
provisions on mortgage, collateral and policy loans were reiterated in the Insurance
Code of 1978 and are still in force today.
Petitioner concedes that respondents' investment practices are as much a part of the
insurance business as the task of underwriting. Nevertheless, petitioner argues that
such investment practices are separately taxable under CA 466.

16. The CTA and the Court of Appeals found that the investment of premiums and other
funds received by respondents ' through the granting of mortgage and other loans '
was necessary to respondents' business and hence, should not be taxed separately.
Insurance companies are required by law to possess and maintain substantial legal
reserves to meet their obligations to policyholders.[27] This obviously cannot be
accomplished through the collection of premiums alone, as the legal reserves and
capital and surplus insurance companies are obligated to maintain run into millions of
pesos. As such, the creation of 'investment income has long been held to be generally,
if not necessarily, essential to the business of insurance.[28]chanroblesvirtuallawlibrary
The creation of investment income in the manner sanctioned by the laws on insurance
is thus part of the business of insurance, and the fruits of these investments are
essentially income from the insurance business. This is particularly true if the invested
assets are held either as reserved funds to provide for policy obligations or as capital
and surplus to provide an extra margin of safety which will be attractive to insurance
buyers.[29]chanroblesvirtuallawlibrary
The Court has also held that when a company is taxed on its main business, it is no
longer taxable further for engaging in an activity or work which is merely a part of,
incidental to and is necessary to its main business.[30] Respondents already paid
percentage and fixed taxes on their insurance business. To require them to pay
percentage and fixed taxes again for an activity which is necessarily a part of the
same business, the law must expressly require such additional payment of tax. There
is, however, no provision of law requiring such additional payment of tax.
Sections 195-A and 182(A)(3)(dd) of CA 466 do not require insurance companies to
pay double percentage and fixed taxes. They merely tax lending investors, not lending
activities. Respondents were not transformed into lending investors by the mere fact
that they granted loans, as these investments were part of, incidental and necessary
to their insurance business.
Different Tax Treatment of
Insurance Companies and
Lending Investors.
Section 182(A)(3) of CA 466 accorded different tax treatments to lending investors
and insurance companies. The relevant portions of Section 182 state:
Sec. 182. Fixed taxes. ' (A) On business xxx
(3) Other fixed taxes. ' The following fixed taxes shall be collected as follows, the amount stated being for
the whole year, when not otherwise specified;
xxx
(dd) Lending investors
1. In chartered cities and first class municipalities, five hundred pesos;
2. In second and third class municipalities, two hundred and fifty pesos;
3. In fourth and fifth class municipalities and municipal districts, one hundred and
twenty-five pesos; Provided, That lending investors who do business as such
in more than one province shall pay a tax of five hundred pesos.
xxx

17. (gg) Banks, insurance companies, finance and investment companies doing business in the Philippines
and franchise grantees, five hundred pesos.
xxx (Emphasis supplied.)
The separate provisions on lending investors and insurance companies demonstrate
an intention to treat these businesses differently. If Congress intended insurance
companies to be taxed as lending investors, there would be no need for Section
182(A)(3)(gg). Section 182(A)(3)(dd) would have been sufficient. That insurance
companies were included with banks, finance and investment companies also supports
the CTA's conclusion that insurance companies had more in common with the latter
enterprises than with lending investors. As the CTA pointed out, banks also regularly
lend money at interest, but are not taxable as lending investors.
We find no merit in petitioner's contention that Congress intended to subject
respondents to two percentage taxes and two fixed taxes. Petitioner's argument goes
against the doctrine of strict interpretation of tax impositions.
Petitioner's argument is likewise not in accord with existing jurisprudence.
In Commissioner of Internal Revenue v. Michel J. Lhuillier Pawnshop, Inc.,[31] the Court ruled that
the different tax treatment accorded to pawnshops and lending investors in the NIRC
of 1977 and the NIRC of 1986 showed 'the intent of Congress to deal with both
subjects differently. The same reasoning applies squarely to the present case.
Even the current tax law does not treat insurance companies as lending investors.
Under Section 108(A)[32]of the NIRC of 1997, lending investors and non-life insurance
companies, except for their crop insurances, are subject to value-added tax (VAT').
Life insurance companies are exempt from VAT, but are subject to percentage tax
under Section 123 of the NIRC of 1997.
Indeed, the fact that Sections 195-A and 182(A)(3)(dd) of CA 466 failed to mention
insurance companies already implies the latter's exclusion from the coverage of these
provisions. When a statute enumerates the things upon which it is to operate,
everything else by implication must be excluded from its operation and effect.[33]
Definition of Lending
Investors in CA 466 is Not
New.
Petitioner does not dispute that it issued a ruling in 1920 to the effect that the lending
of money at interest was a necessary incident of the insurance business, and that
insurance companies were thus not subject to the tax on money lenders. Petitioner
argues only that the 1920 ruling does not apply to the instant case because RA 6110
introduced the definition of lending investors to CA 466 only in 1969.
The subject definition was actually introduced much earlier, at a time when lending
investors were still referred to as money lenders. Sections 45 and 46 of the Internal
Revenue Law of 1914[34] (1914 Tax Code') state:
SECTION 45. Amount of Tax on Business. ' Fixed taxes on business shall be collected as follows, the
amount stated being for the whole year, when not otherwise specified:
xxx
(x) Money lenders, eighty pesos;

18. xxx
SECTION 46. Words and Phrases Defined. In applying the provisions of the preceding section
words and phrases shall be taken in the sense and extension indicated below:
xxx
Money lender includes all persons who make a practice of lending money for themselves or others at
interest. (Emphasis supplied)
As can be seen, the definitions of 'money lender under the 1914 Tax Code and 'lending
investor under CA 466 are identical. The term 'money lender was merely changed to
'lending investor when Act No. 3963 amended the Revised Administrative Code in
1932.[35] This same definition of lending investor has since appeared in Section 194(u)
of CA 466 and later tax laws.
Note that insurance companies were not included among the businesses subject to an
annual fixed tax under the 1914 Tax Code.[36] That Congress later saw the need to
introduce Section 182(A)(3)(gg) in CA 466 bolsters our view that there was no
legislative intent to tax insurance companies as lending investors. If insurance
companies were already taxed as lending investors, there would have been no need
for a separate provision specifically requiring insurance companies to pay fixed taxes.
The Court Accords Great
Weight to the Factual Findings
of the CTA.
Dedicated exclusively to the study and consideration of tax problems, the CTA has
necessarily developed an expertise in the subject of taxation that this Court has
recognized time and again. For this reason, the findings of fact of the CTA, particularly
when affirmed by the Court of Appeals, are generally conclusive on this Court absent
grave abuse of discretion or palpable error,[37] which are not present in this case.
WHEREFORE, we DENY the instant petition and AFFIRM the Decision of 7 January
2000 of the Court of Appeals in CA-G.R. SP No. 36816.
SO ORDERED.
WHITE GOLD MARINE SERVICES, INC. VS. PIONEER INSURANCE AND SURETY CORPORATION AND
THE STEAMSHIP MUTUAL UNDERWRITING ASSOCIATION (BERMUDA) LTD.
G.R. No. 154514. July 28, 2005
Facts: White Gold Marine Services, Inc. procured a protection and indemnity coverage for its vessels from
The Steamship Mutual Underwriting Association Limited through Pioneer Insurance and Surety
Corporation. White Gold was issued a Certificate of Entry and Acceptance. Pioneer also issued receipts
evidencing payments for the coverage. When White Gold failed to fully pay its accounts, Steamship Mutual
refused to renew the coverage.
Steamship Mutual thereafter filed a case against White Gold for collection of sum of money to recover the

19. latter’s unpaid balance. White Gold on the other hand, filed a complaint before the Insurance Commission
claiming that Steamship Mutual violated Sections 186 and 187, while Pioneer violated Sections 299, to 301 of
the Insurance Code.
The Insurance Commission dismissed the complaint. It said that there was no need for Steamship Mutual to
secure a license because it was not engaged in the insurance business. It explained that Steamship Mutual
was a Protection and Indemnity Club. Likewise, Pioneer need not obtain another license as insurance agent
and/or a broker for Steamship Mutual because Steamship Mutual was not engaged in the insurance business.
Moreover, Pioneer was already licensed; hence, a separate license solely as agent/broker of Steamship
Mutual was already superfluous.
The Court of Appeals affirmed the decision of the Insurance Commissioner. In its decision, the appellate
court distinguished between P & I Clubs vis-à-vis conventional insurance. The appellate court also held that
Pioneer merely acted as a collection agent of Steamship Mutual.
Issues: (1) Is Steamship Mutual, a P & I Club, engaged in the insurance business in the Philippines?
(2) Does Pioneer need a license as an insurance agent/broker for Steamship Mutual?
Held: The test to determine if a contract is an insurance contract or not, depends on the nature of the
promise, the act required to be performed, and the exact nature of the agreement in the light of the
occurrence, contingency, or circumstances under which the performance becomes requisite. It is not by what
it is called.
Basically, an insurance contract is a contract of indemnity. In it, one undertakes for a consideration to
indemnify another against loss, damage or liability arising from an unknown or contingent event.
In particular, a marine insurance undertakes to indemnify the assured against marine losses, such as the
losses incident to a marine adventure. Section 99 of the Insurance Code enumerates the coverage of marine
insurance.
A P & I Club is “a form of insurance against third party liability, where the third party is anyone other than
the P & I Club and the members. By definition then, Steamship Mutual as a P & I Club is a mutual insurance
association engaged in the marine insurance business.
The records reveal Steamship Mutual is doing business in the country albeit without the requisite certificate
of authority mandated by Section 187 of the Insurance Code. It maintains a resident agent in the Philippines
to solicit insurance and to collect payments in its behalf. We note that Steamship Mutual even renewed its P
& I Club cover until it was cancelled due to non-payment of the calls. Thus, to continue doing business here,
Steamship Mutual or through its agent Pioneer, must secure a license from the Insurance Commission.

20. Since a contract of insurance involves public interest, regulation by the State is necessary. Thus, no insurer or
insurance company is allowed to engage in the insurance business without a license or a certificate of
authority from the Insurance Commission.
On the second issue, Pioneer is the resident agent of Steamship Mutual as evidenced by the certificate of
registration issued by the Insurance Commission. It has been licensed to do or transact insurance business by
virtue of the certificate of authority issued by the same agency. However, a Certification from the
Commission states that Pioneer does not have a separate license to be an agent/broker of Steamship Mutual.
Although Pioneer is already licensed as an insurance company, it needs a separate license to act as insurance
agent for Steamship Mutual.
VELOPMENT BANK OF THE PHILIPPINES, petitioner, vs. COURT OF
APPEALS and LYDIA CUBA, respondents.
[G.R. No. 118367. January 5, 1998]
LYDIA P. CUBA, petitioner, vs. COURT OF APPEALS, DEVELOPMENT
BANK OF THE PHILIPPINES and AGRIPINA P.
CAPERAL,respondents.
D E C I S I O N
DAVIDE, JR., J.:
These two consolidated cases stemmed from a complaint[1] filed against the
Development Bank of the Philippines (hereafter DBP) and Agripina Caperal filed by Lydia
Cuba (hereafter CUBA) on 21 May 1985 with the Regional Trial Court of Pangasinan,
Branch 54. The said complaint sought (1) the declaration of nullity of DBP’s appropriation
of CUBA’s rights, title, and interests over a 44-hectare fishpond located in Bolinao,
Pangasinan, for being violative of Article 2088 of the Civil Code; (2) the annulment of the
Deed of Conditional Sale executed in her favor by DBP; (3) the annulment of DBP’s sale of
the subject fishpond to Caperal; (4) the restoration of her rights, title, and interests over the
fishpond; and (5) the recovery of damages, attorney’s fees, and expenses of litigation.
After the joinder of issues following the filing by the parties of their respective
pleadings, the trial court conducted a pre-trial where CUBA and DBP agreed on the
following facts, which were embodied in the pre-trial order:[2]
1. Plaintiff Lydia P. Cuba is a grantee of a Fishpond Lease Agreement No. 2083 (new)
dated May 13, 1974 from the Government;

21. 2. Plaintiff Lydia P. Cuba obtained loans from the Development Bank of the Philippines in
the amounts of P109,000.00; P109,000.00; and P98,700.00 under the terms stated in
the Promissory Notes dated September 6, 1974; August 11, 1975; and April 4, 1977;
3. As security for said loans, plaintiff Lydia P. Cuba executed two Deeds of Assignment of
her Leasehold Rights;
4. Plaintiff failed to pay her loan on the scheduled dates thereof in accordance with the
terms of the Promissory Notes;
5. Without foreclosure proceedings, whether judicial or extra-judicial, defendant DBP
appropriated the Leasehold Rights of plaintiff Lydia Cuba over the fishpond in
question;
6. After defendant DBP has appropriated the Leasehold Rights of plaintiff Lydia Cuba
over the fishpond in question, defendant DBP, in turn, executed a Deed of
Conditional Sale of the Leasehold Rights in favor of plaintiff Lydia Cuba over the
same fishpond in question;
7. In the negotiation for repurchase, plaintiff Lydia Cuba addressed two letters to the
Manager DBP, Dagupan City dated November 6, 1979 and December 20,
1979. DBP thereafter accepted the offer to repurchase in a letter addressed to
plaintiff dated February 1, 1982;
8. After the Deed of Conditional Sale was executed in favor of plaintiff Lydia Cuba, a
new Fishpond Lease Agreement No. 2083-A dated March 24, 1980 was issued by
the Ministry of Agriculture and Food in favor of plaintiff Lydia Cuba only, excluding her
husband;
9. Plaintiff Lydia Cuba failed to pay the amortizations stipulated in the Deed of
Conditional Sale;
10. After plaintiff Lydia Cuba failed to pay the amortization as stated in Deed of
Conditional Sale, she entered with the DBP a temporary arrangement whereby in
consideration for the deferment of the Notarial Rescission of Deed of Conditional
Sale, plaintiff Lydia Cuba promised to make certain payments as stated in temporary
Arrangement dated February 23, 1982;
11. Defendant DBP thereafter sent a Notice of Rescission thru Notarial Act dated March
13, 1984, and which was received by plaintiff Lydia Cuba;
12. After the Notice of Rescission, defendant DBP took possession of the Leasehold
Rights of the fishpond in question;
13. That after defendant DBP took possession of the Leasehold Rights over the fishpond
in question, DBP advertised in the SUNDAY PUNCH the public bidding dated June
24, 1984, to dispose of the property;
14. That the DBP thereafter executed a Deed of Conditional Sale in favor of defendant
Agripina Caperal on August 16, 1984;
15. Thereafter, defendant Caperal was awarded Fishpond Lease Agreement No. 2083-A
on December 28, 1984 by the Ministry of Agriculture and Food.

22. Defendant Caperal admitted only the facts stated in paragraphs 14 and 15 of the pre-
trial order. [3]
Trial was thereafter had on other matters.
The principal issue presented was whether the act of DBP in appropriating to itself
CUBA’s leasehold rights over the fishpond in question without foreclosure proceedings
was contrary to Article 2088 of the Civil Code and, therefore, invalid. CUBA insisted on an
affirmative resolution. DBP stressed that it merely exercised its contractual right under the
Assignments of Leasehold Rights, which was not a contract of mortgage. Defendant
Caperal sided with DBP.
The trial court resolved the issue in favor of CUBA by declaring that DBP’s taking
possession and ownership of the property without foreclosure was plainly violative of
Article 2088 of the Civil Code which provides as follows:
ART. 2088. The creditor cannot appropriate the things given by way of pledge or
mortgage, or dispose of them. Any stipulation to the contrary is null and void.
It disagreed with DBP’s stand that the Assignments of Leasehold Rights were
not contracts of mortgage because (1) they were given as security for loans, (2) although
the “fishpond land” in question is still a public land, CUBA’s leasehold rights and interest
thereon are alienable rights which can be the proper subject of a mortgage; and (3) the
intention of the contracting parties to treat the Assignment of Leasehold Rights as a
mortgage was obvious and unmistakable; hence, upon CUBA’s default, DBP’s only right
was to foreclose the Assignment in accordance with law.
The trial court also declared invalid condition no. 12 of the Assignment of Leasehold
Rights for being a clear case of pactum commissorium expressly prohibited and declared
null and void by Article 2088 of the Civil Code. It then concluded that since DBP never
acquired lawful ownership of CUBA’s leasehold rights, all acts of ownership and
possession by the said bank were void. Accordingly, the Deed of Conditional Sale in favor
of CUBA, the notarial rescission of such sale, and the Deed of Conditional Sale in favor of
defendant Caperal, as well as the Assignment of Leasehold Rights executed by Caperal in
favor of DBP, were also void and ineffective.
As to damages, the trial court found “ample evidence on record” that in 1984 the
representatives of DBP ejected CUBA and her caretakers not only from the fishpond area
but also from the adjoining big house; and that when CUBA’s son and caretaker went there
on 15 September 1985, they found the said house unoccupied and destroyed and CUBA’s
personal belongings, machineries, equipment, tools, and other articles used in fishpond
operation which were kept in the house were missing. The missing items were valued at
about P550,000. It further found that when CUBA and her men were ejected by DBP for
the first time in 1979, CUBA had stocked the fishpond with 250,000 pieces of bangus fish
(milkfish), all of which died because the DBP representatives prevented CUBA’s men from
feeding the fish. At the conservative price of P3.00 per fish, the gross value would have
been P690,000, and after deducting 25% of said value as reasonable allowance for the
cost of feeds, CUBA suffered a loss of P517,500. It then set the aggregate of the actual
damages sustained by CUBA at P1,067,500.
The trial court further found that DBP was guilty of gross bad faith in falsely
representing to the Bureau of Fisheries that it had foreclosed its mortgage on CUBA’s
leasehold rights. Such representation induced the said Bureau to terminate CUBA’s

23. leasehold rights and to approve the Deed of Conditional Sale in favor of CUBA. And
considering that by reason of her unlawful ejectment by DBP, CUBA “suffered moral shock,
degradation, social humiliation, and serious anxieties for which she became sick and had
to be hospitalized” the trial court found her entitled to moral and exemplary damages. The
trial court also held that CUBA was entitled to P100,000 attorney’s fees in view of the
considerable expenses she incurred for lawyers’ fees and in view of the finding that she
was entitled to exemplary damages.
In its decision of 31 January 1990, [4] the trial court disposed as follows:
WHEREFORE, judgment is hereby rendered in favor of plaintiff:
1. DECLARING null and void and without any legal effect the act of defendant
Development Bank of the Philippines in appropriating for its own interest, without
any judicial or extra-judicial foreclosure, plaintiff’s leasehold rights and interest over
the fishpond land in question under her Fishpond Lease Agreement No. 2083
(new);
2. DECLARING the Deed of Conditional Sale dated February 21, 1980 by and
between the defendant Development Bank of the Philippines and plaintiff (Exh. E
and Exh. 1) and the acts of notarial rescission of the Development Bank of the
Philippines relative to said sale (Exhs. 16 and 26) as void and ineffective;
3. DECLARING the Deed of Conditional Sale dated August 16, 1984 by and between
the Development Bank of the Philippines and defendant Agripina Caperal (Exh. F
and Exh. 21), the Fishpond Lease Agreement No. 2083-A dated December 28,
1984 of defendant Agripina Caperal (Exh. 23) and the Assignment of Leasehold
Rights dated February 12, 1985 executed by defendant Agripina Caperal in favor
of the defendant Development Bank of the Philippines (Exh. 24) as void ab initio;
4. ORDERING defendant Development Bank of the Philippines and defendant
Agripina Caperal, jointly and severally, to restore to plaintiff the latter’s leasehold
rights and interests and right of possession over the fishpond land in question,
without prejudice to the right of defendant Development Bank of the Philippines to
foreclose the securities given by plaintiff;
5. ORDERING defendant Development Bank of the Philippines to pay to plaintiff the
following amounts:
a) The sum of ONE MILLION SIXTY-SEVEN THOUSAND FIVE HUNDRED
PESOS (P1,067,500.00), as and for actual damages;
b) The sum of ONE HUNDRED THOUSAND (P100,000.00) PESOS as moral
damages;
c) The sum of FIFTY THOUSAND (P50,000.00) PESOS, as and for exemplary
damages;
d) And the sum of ONE HUNDRED THOUSAND (P100,000.00) PESOS, as and
for attorney’s fees;
6. And ORDERING defendant Development Bank of the Philippines to reimburse and
pay to defendant Agripina Caperal the sum of ONE MILLION FIVE HUNDRED
THIRTY-TWO THOUSAND SIX HUNDRED TEN PESOS AND SEVENTY-FIVE
CENTAVOS (P1,532,610.75) representing the amounts paid by defendant
Agripina Caperal to defendant Development Bank of the Philippines under their
Deed of Conditional Sale.

24. CUBA and DBP interposed separate appeals from the decision to the Court of
Appeals. The former sought an increase in the amount of damages, while the latter
questioned the findings of fact and law of the lower court.
In its decision [5] of 25 May 1994, the Court of Appeals ruled that (1) the trial court
erred in declaring that the deed of assignment was null and void and that defendant
Caperal could not validly acquire the leasehold rights from DBP; (2) contrary to the claim
of DBP, the assignment was not a cession under Article 1255 of the Civil Code because
DBP appeared to be the sole creditor to CUBA - cession presupposes plurality of debts
and creditors; (3) the deeds of assignment represented the voluntary act of CUBA in
assigning her property rights in payment of her debts, which amounted to a novation of the
promissory notes executed by CUBA in favor of DBP; (4) CUBA was estopped from
questioning the assignment of the leasehold rights, since she agreed to repurchase the
said rights under a deed of conditional sale; and (5) condition no. 12 of the deed of
assignment was an express authority from CUBA for DBP to sell whatever right she had
over the fishpond. It also ruled that CUBA was not entitled to loss of profits for lack
of evidence, but agreed with the trial court as to the actual damages of P1,067,500. It,
however, deleted the amount of exemplary damages and reduced the award of moral
damages from P100,000 to P50,000 and attorney’s fees, from P100,000 to P50,000.
The Court of Appeals thus declared as valid the following: (1) the act of DBP in
appropriating Cuba’s leasehold rights and interest under Fishpond Lease Agreement No.
2083; (2) the deeds of assignment executed by Cuba in favor of DBP; (3) the deed of
conditional sale between CUBA and DBP; and (4) the deed of conditional sale between
DBP and Caperal, the Fishpond Lease Agreement in favor of Caperal, and the assignment
of leasehold rights executed by Caperal in favor of DBP. It then ordered DBP to turn over
possession of the property to Caperal as lawful holder of the leasehold rights and to pay
CUBA the following amounts: (a) P1,067,500 as actual damages; P50,000 as moral
damages; and P50,000 as attorney’s fees.
Since their motions for reconsideration were denied,[6] DBP and CUBA filed separate
petitions for review.
In its petition (G.R. No. 118342), DBP assails the award of actual and moral damages
and attorney’s fees in favor of CUBA.
Upon the other hand, in her petition (G.R. No. 118367), CUBA contends that the Court
of Appeals erred (1) in not holding that the questioned deed of assignment was a pactum
commissorium contrary to Article 2088 of the Civil Code; (b) in holding that the deed of
assignment effected a novation of the promissory notes; (c) in holding that CUBA was
estopped from questioning the validity of the deed of assignment when she agreed to
repurchase her leasehold rights under a deed of conditional sale; and (d) in reducing the
amounts of moral damages and attorney’s fees, in deleting the award of exemplary
damages, and in not increasing the amount of damages.
We agree with CUBA that the assignment of leasehold rights was a mortgage contract.
It is undisputed that CUBA obtained from DBP three separate loans totalling P335,000,
each of which was covered by a promissory note. In all of these notes, there was a
provision that: “In the event of foreclosure of the mortgage securing this notes, I/We further
bind myself/ourselves, jointly and severally, to pay the deficiency, if any.” [7]

25. Simultaneous with the execution of the notes was the execution of “Assignments of
Leasehold Rights” [8] where CUBA assigned her leasehold rights and interest on a 44-
hectare fishpond, together with the improvements thereon. As pointed out by CUBA, the
deeds of assignment constantly referred to the assignor (CUBA) as “borrower”; the
assigned rights, as mortgaged properties; and the instrument itself, as mortgage
contract. Moreover, under condition no. 22 of the deed, it was provided that “failure to
comply with the terms and condition of any of the loans shall cause all other loans to
become due and demandable and all mortgages shall be foreclosed.” And, condition no.
33 provided that if “foreclosure is actually accomplished, the usual 10% attorney’s fees
and 10% liquidated damages of the total obligation shall be imposed.” There is, therefore,
no shred of doubt that a mortgage was intended.
Besides, in their stipulation of facts the parties admitted that the assignment was by
way of security for the payment of the loans; thus:
3. As security for said loans, plaintiff Lydia P. Cuba executed two Deeds of
Assignment of her Leasehold Rights.
In People’s Bank & Trust Co. vs. Odom,[9] this Court had the occasion to rule that an
assignment to guarantee an obligation is in effect a mortgage.
We find no merit in DBP’s contention that the assignment novated the promissory
notes in that the obligation to pay a sum of money the loans (under the promissory notes)
was substituted by the assignment of the rights over the fishpond (under the deed of
assignment). As correctly pointed out by CUBA, the said assignment merely
complemented or supplemented the notes; both could stand together. The former was
only an accessory to the latter. Contrary to DBP’s submission, the obligation to pay a sum
of money remained, and the assignment merely served as security for the loans covered
by the promissory notes. Significantly, both the deeds of assignment and the promissory
notes were executed on the same dates the loans were granted. Also, the last paragraph
of the assignment stated: “The assignor further reiterates and states all terms, covenants,
and conditions stipulated in the promissory note or notes covering the proceeds of this
loan, making said promissory note or notes, to all intent and purposes, an integral part
hereof.”
Neither did the assignment amount to payment by cession under Article 1255 of the
Civil Code for the plain and simple reason that there was only one creditor, the
DBP. Article 1255 contemplates the existence of two or more creditors and involves the
assignment of all the debtor’s property.
Nor did the assignment constitute dation in payment under Article 1245 of the civil
Code, which reads: “Dation in payment, whereby property is alienated to the creditor in
satisfaction of a debt in money, shall be governed by the law on sales.” It bears stressing
that the assignment, being in its essence a mortgage, was but a security and not a
satisfaction of indebtedness.[10]
We do not, however, buy CUBA’s argument that condition no. 12 of the deed of
assignment constituted pactum commissorium. Said condition reads:
12. That effective upon the breach of any condition of this assignment, the Assignor
hereby appoints the Assignee his Attorney-in-fact with full power and authority to take
actual possession of the property above-described, together with all improvements
thereon, subject to the approval of the Secretary of Agriculture and Natural Resources, to

26. lease the same or any portion thereof and collect rentals, to make repairs or improvements
thereon and pay the same, to sell or otherwise dispose of whatever rights the Assignor has
or might have over said property and/or its improvements and perform any other act which
the Assignee may deem convenient to protect its interest. All expenses advanced by the
Assignee in connection with purpose above indicated which shall bear the same rate of
interest aforementioned are also guaranteed by this Assignment. Any amount received
from rents, administration, sale or disposal of said property may be supplied by the
Assignee to the payment of repairs, improvements, taxes, assessments and other
incidental expenses and obligations and the balance, if any, to the payment of interest and
then on the capital of the indebtedness secured hereby. If after disposal or sale of said
property and upon application of total amounts received there shall remain a deficiency,
said Assignor hereby binds himself to pay the same to the Assignee upon demand,
together with all interest thereon until fully paid. The power herein granted shall not be
revoked as long as the Assignor is indebted to the Assignee and all acts that may be
executed by the Assignee by virtue of said power are hereby ratified.
The elements of pactum commissorium are as follows: (1) there should be a property
mortgaged by way of security for the payment of the principal obligation, and (2) there
should be a stipulation for automatic appropriation by the creditor of the thing mortgaged in
case of non-payment of the principal obligation within the stipulated period.[11]
Condition no. 12 did not provide that the ownership over the leasehold rights would
automatically pass to DBP upon CUBA’s failure to pay the loan on time. It merely provided
for the appointment of DBP as attorney-in-fact with authority, among other things, to sell or
otherwise dispose of the said real rights, in case of default by CUBA, and to apply the
proceeds to the payment of the loan. This provision is a standard condition in mortgage
contracts and is in conformity with Article 2087 of the Civil Code, which authorizes the
mortgagee to foreclose the mortgage and alienate the mortgaged property for the payment
of the principal obligation.
DBP, however, exceeded the authority vested by condition no. 12 of the deed of
assignment. As admitted by it during the pre-trial, it had “[w]ithout foreclosure
proceedings, whether judicial or extrajudicial, … appropriated the [l]easehold [r]ights of
plaintiff Lydia Cuba over the fishpond in question.” Its contention that it limited itself to
mere administration by posting caretakers is further belied by the deed of conditional sale
it executed in favor of CUBA. The deed stated:
WHEREAS, the Vendor [DBP] by virtue of a deed of assignment executed in its favor by
the herein vendees [Cuba spouses] the former acquired all the rights and interest of the
latter over the above-described property;
…
The title to the real estate property [sic] and all improvements thereon shall remain in the
name of the Vendor until after the purchase price, advances and interest shall have been
fully paid. (Emphasis supplied).
It is obvious from the above-quoted paragraphs that DBP had appropriated and taken
ownership of CUBA’s leasehold rights merely on the strength of the deed of assignment.
DBP cannot take refuge in condition no. 12 of the deed of assignment to justify its act
of appropriating the leasehold rights. As stated earlier, condition no. 12 did not provide
that CUBA’s default would operate to vest in DBP ownership of the said rights. Besides,

27. an assignment to guarantee an obligation, as in the present case, is virtually a mortgage
and not an absolute conveyance of title which confers ownership on the assignee.[12]
At any rate, DBP’s act of appropriating CUBA’s leasehold rights was violative of Article
2088 of the Civil Code, which forbids a creditor from appropriating, or disposing of, the
thing given as security for the payment of a debt.
The fact that CUBA offered and agreed to repurchase her leasehold rights from DBP
did not estop her from questioning DBP’s act of appropriation. Estoppel is unavailing in
this case. As held by this Court in some cases,[13] estoppel cannot give validity to an act
that is prohibited by law or against public policy. Hence, the appropriation of the leasehold
rights, being contrary to Article 2088 of the Civil Code and to public policy, cannot be
deemed validated by estoppel.
Instead of taking ownership of the questioned real rights upon default by CUBA, DBP
should have foreclosed the mortgage, as has been stipulated in condition no. 22 of the
deed of assignment. But, as admitted by DBP, there was no such foreclosure. Yet, in its
letter dated 26 October 1979, addressed to the Minister of Agriculture and Natural
Resources and coursed through the Director of the Bureau of Fisheries and Aquatic
Resources, DBP declared that it “had foreclosed the mortgage and enforced the
assignment of leasehold rights on March 21, 1979 for failure of said spouses [Cuba
spouces] to pay their loan amortizations.”[14] This only goes to show that DBP was aware
of the necessity of foreclosure proceedings.
In view of the false representation of DBP that it had already foreclosed the mortgage,
the Bureau of Fisheries cancelled CUBA’s original lease permit, approved the deed of
conditional sale, and issued a new permit in favor of CUBA. Said acts which were
predicated on such false representation, as well as the subsequent acts emanating from
DBP’s appropriation of the leasehold rights, should therefore be set aside. To validate
these acts would open the floodgates to circumvention of Article 2088 of the Civil Code.
Even in cases where foreclosure proceedings were had, this Court had not hesitated
to nullify the consequent auction sale for failure to comply with the requirements laid down
by law, such as Act No. 3135, as amended.[15] With more reason that the sale of property
given as security for the payment of a debt be set aside if there was no prior foreclosure
proceeding.
Hence, DBP should render an accounting of the income derived from the operation of
the fishpond in question and apply the said income in accordance with condition no. 12 of
the deed of assignment which provided: “Any amount received from rents, administration,
… may be applied to the payment of repairs, improvements, taxes, assessment, and other
incidental expenses and obligations and the balance, if any, to the payment of interest and
then on the capital of the indebtedness….”
We shall now take up the issue of damages.
Article 2199 provides:
Except as provided by law or by stipulation, one is entitled to an adequate compensation
only for such pecuniary loss suffered by him as he has duly proved. Such compensation is
referred to as actual or compensatory damages.

28. Actual or compensatory damages cannot be presumed, but must be proved with
reasonable degree of certainty.[16] A court cannot rely on speculations, conjectures, or
guesswork as to the fact and amount of damages, but must depend upon competent proof
that they have been suffered by the injured party and on the best obtainable evidence of
the actual amount thereof.[17] It must point out specific facts which could afford a basis for
measuring whatever compensatory or actual damages are borne.[18]
In the present case, the trial court awarded in favor of CUBA P1,067,500 as actual
damages consisting of P550,000 which represented the value of the alleged lost articles of
CUBA and P517,500 which represented the value of the 230,000 pieces of bangus
allegedly stocked in 1979 when DBP first ejected CUBA from the fishpond and the
adjoining house. This award was affirmed by the Court of Appeals.
We find that the alleged loss of personal belongings and equipment was not proved by
clear evidence. Other than the testimony of CUBA and her caretaker, there was no proof
as to the existence of those items before DBP took over the fishpond in question. As
pointed out by DBP, there was not “inventory of the alleged lost items before the loss
which is normal in a project which sometimes, if not most often, is left to the care of other
persons.” Neither was a single receipt or record of acquisition presented.
Curiously, in her complaint dated 17 May 1985, CUBA included “losses of property” as
among the damages resulting from DBP’s take-over of the fishpond. Yet, it was only in
September 1985 when her son and a caretaker went to the fishpond and the adjoining
house that she came to know of the alleged loss of several articles. Such claim for “losses
of property,” having been made before knowledge of the alleged actual loss, was therefore
speculative. The alleged loss could have been a mere afterthought or subterfuge to justify
her claim for actual damages.
With regard to the award of P517,000 representing the value of the alleged 230,000
pieces of bangus which died when DBP took possession of the fishpond in March 1979,
the same was not called for. Such loss was not duly proved; besides, the claim therefor
was delayed unreasonably. From 1979 until after the filing of her complaint in court in May
1985, CUBA did not bring to the attention of DBP the alleged loss. In fact, in her letter
dated 24 October 1979,[19] she declared:
1. That from February to May 1978, I was then seriously ill in Manila and within the same
period I neglected the management and supervision of the cultivation and harvest of the
produce of the aforesaid fishpond thereby resulting to the irreparable loss in the produce of
the same in the amount of about P500,000.00 to my great damage and prejudice due to
fraudulent acts of some of my fishpond workers.
Nowhere in the said letter, which was written seven months after DBP took possession
of the fishpond, did CUBA intimate that upon DBP’s take-over there was a total of 230,000
pieces of bangus, but all of which died because of DBP’s representatives prevented her
men from feeding the fish.
The award of actual damages should, therefore, be struck down for lack of sufficient
basis.
In view, however, of DBP’s act of appropriating CUBA’s leasehold rights which was
contrary to law and public policy, as well as its false representation to the then Ministry of
Agriculture and Natural Resources that it had “foreclosed the mortgage,” an award of
moral damages in the amount of P50,000 is in order conformably with Article 2219(10), in

29. relation to Article 21, of the Civil Code. Exemplary or corrective damages in the amount
of P25,000 should likewise be awarded by way of example or correction for the public
good.[20] There being an award of exemplary damages, attorney’s fees are also
recoverable.[21]
WHEREFORE, the 25 May 1994 Decision of the Court of Appeals in CA-G.R. CV No.
26535 is hereby REVERSED, except as to the award of P50,000 as moral damages,
which is hereby sustained. The 31 January 1990 Decision of the Regional Trial Court of
Pangasinan, Branch 54, in Civil Case No. A-1574 is MODIFIED setting aside the finding
that condition no. 12 of the deed of assignment constituted pactum commissorium and the
award of actual damages; and by reducing the amounts of moral damages from P100,000
toP50,000; the exemplary damages, from P50,000 to P25,000; and the attorney’s fees,
from P100,000 to P20,000. The Development Bank of the Philippines is hereby ordered to
render an accounting of the income derived from the operation of the fishpond in question.
Let this case be REMANDED to the trial court for the reception of the income
statement of DBP, as well as the statement of the account of Lydia P. Cuba, and for the
determination of each party’s financial obligation to one another.
SO ORDERED.
Summary: UCPB General Insurance vs. Masagana Telamart Inc. (GR 137172, 15 June
1999)
UCPB General Insurance vs. Masagana Telamart Inc.
[GR 137172, 15 June 1999]
First Division, Pardo (J): 4 concur
Facts: On 15 April 1991, UCPB General Insurance Co. Inc. (UCPBGen) issued 5 insurance policies covering
Masagana Telamart, Inc.'s various property described therein against fire, for the period from 22 May 1991 to
22 May 1992. In March 1992, UCPBGen evaluated the policies and decided not to renew them upon
expiration of their terms on 22 May 1992. UCPBGen advised Masagana's broker, Zuellig Insurance Brokers,
Inc. of its intention not to renew the policies. On 6 April 1992, UCPBGen gave written notice to Masagana of
the non-renewal of the policies at the address stated in the policies. On 13 June 1992, fire razed Masagana's
property covered by three of the insurance policies UCPBGen issued. On 13 July 1992, Masagana
presented to UCPBGen's cashier at its head office 5 manager's checks in the total amount of P225,753.95,
representing premium for the renewal of the policies from 22 May 1992 to 22 May 1993. No notice of loss
was filed by Masagana under the policies prior to 14 July 1992. On 14 July 1992, Masagana filed with
UCPBGen its formal claim for indemnification of the insured property razed by fire. On the same day, 14 July
1992, UCPBGen returned to Masagana the 5 manager's checks that it tendered, and at the same time
rejected Masagana's claim for the reasons (a) that the policies had expired and were not renewed, and (b)
that the fire occurred on 13 June 1992, before Masagana's tender of premium payment. On 21 July 1992,
Masagana filed with the Regional Trial Court, Branch 58, Makati City, a civil complaint against UCPBGen for
recovery of P18,645,000.00, representing the face value of the policies covering Masagana's insured
property razed by fire, and for attorney's fees. On 23 October 1992, after its motion to dismiss had been
denied, UCPBGen filed an answer to the complaint. It alleged that the complaint "fails to state a cause of
action"; that UCPBGen was not liable to Masagana for insurance proceeds under the policies because at the
time of the loss of Masagana's property due to fire, the policies had long expired and were not renewed. After
due trial, on 10 March 1993, the Regional Trial Court, Branch 58, Makati, rendered decision, (1) authorizing
and allowing Masagana to consign/deposit with this Court the sum of P225,753.95 (refused by UCPBGen)
as full payment of the corresponding premiums for the replacement-renewal policies; (2) declaring Masagana
to have fully complied with its obligation to pay the premium thereby rendering the replacement-renewal
policy effective and binding for the duration 22 May 1992 until 22 May 1993; and, ordering UCPBGen to
deliver forthwith to Masagana the said replacement-renewal policies; (3) declaring two of the policies in force
from 22 August 1991 up to 23 August 1992 and 9 August 1991 to 9 August 1992, respectively; and (4)

30. ordering UCPBGen to pay Masagana the sums of: (a) P18,645,000.00 representing the latter's claim for
indemnity under three policies and/or its replacement-renewal policies; (b) 25% of the total amount due as
and for attorney's fees; (c) P25,000.00 as necessary litigation expenses; and, (d) the costs of suit. In due
time, UCPBGen appealed to the Court of Appeals. On 7 September 1998, the Court of Appeals promulgated
its decision affirming that of the Regional Trial Court with the modification that item 3 of the dispositive
portion was deleted, and the award of attorney's fees was reduced to 10% of the total amount due. The Court
of Appeals held that following previous practise, Masagana was allowed a 60 to 90 day credit term for the
renewal of its policies, and that the acceptance of the late premium payment suggested an understanding
that payment could be made later. UCPBGen appealed.
Issue: Whether the fire insurance policies issued by UCPBGen to the Masagana covering the period 22 May
1991 to 22 May 1992, had expired on the latter date or had been extended or renewed by an implied credit
arrangement though actual payment of premium was tendered on a latter date after the occurrence of the
risk (fire) insured against.
Held: The answer is easily found in the Insurance Code. No, an insurance policy, other than life, issued
originally or on renewal, is not valid and binding until actual payment of the premium. Any agreement to the
contrary is void. The parties may not agree expressly or impliedly on the extension of credit or time to pay
the premium and consider the policy binding before actual payment. The case of Malayan Insurance Co.,
Inc. vs. Cruz-Arnaldo is not applicable. In that case, payment of the premium was in fact actually made on 24
December 1981, and the fire occurred on 18 January 1982. Here, the payment of the premium for renewal of
the policies was tendered on 13 July 1992, a month after the fire occurred on 13 June 1992. The assured did
not even give the insurer a notice of loss within a reasonable time after occurrence of the fire. Hence, the
Supreme Court reversed and set aside the decision of the Court of Appeals in CA-GR CV 42321. In lieu
thereof, the Court rendered judgment dismissing Masagana's complaint and UCPBGen's counterclaims
thereto filed with the Regional Trial Court, Branch 58, Makati City, in Civil Case 92-2023, without costs.
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