G.R. No.

201931 February 11, 2015

DOÑA ADELA EXPORT INTERNATIONAL, INC., vs. TRADE AND INVESTMENT

FACTS:

In 2006, petitioner Doña Adela Export International, Inc. filed a Petition for Voluntary
Insolvency. This was approved by the RTC of Mandaluyong City. Thereafter, Atty.
Arlene Gonzales was appointed as receiver. After taking her oath, Atty. Gonzales
proceeded to make the necessary report, engaged appraisers and required the
creditors to submit proof of their respective claims. In 2010, Atty. Gonzales filed a
Motion for Parties to Enter Into Compromise Agreement incorporating therein her
proposed terms of compromise, the pertinent portion of which reads:

On May 26, 2011, petitioner, through its President Epifanio C. Ramos, Jr., and
Technology Resource Center (TRC) entered into a Dacion En Pago by Compromise
Agreement wherein petitioner agreed to transfer a 351-square meter parcel of land with
existing improvements situated in the Barrio of Jolo, Mandaluyong City, in favor of TRC
in full payment of petitioner’s obligation. The agreement bears the conformity of Atty.
Gonzales as receiver.

In August 2011, creditors TIDCORP and BPI also filed a Joint Motion to Approve
Agreement. Petitioner filed a motion for partial reconsideration and claimed that
TIDCORP and BPI’s agreement imposes on it several obligations such as payment of
expenses and taxes and waiver of confidentiality of its bank deposits but it is not a party
and signatory to the said agreement.

The RTC denied the motion and held that petitioner’s silence and acquiescence to the
joint motion to approve compromise agreement while it was set for hearing by creditors
BPI and TIDCORP is tantamount to admission and acquiescence thereto. There was no
objection filed by petitioner to the joint motion to approve the compromise agreement
prior to its approval, said the RTC. The RTC also noted that petitioner’s President
attended every hearing of the case but did not interpose any objection to the said
motion when its conditions were being discussed and formulated by the parties and
Atty. Gonzales.

ISSUE:

Whether the petitioner is bound by the provision in the BPI-TIDCORP Joint Motion to
Approve Agreement that petitioner shall waive its rights to confidentiality of its bank
deposits under R.A. No. 1405, as amended, otherwise known as the Law on Secrecy of
Bank Deposits and R.A. No. 8791, otherwise known as The General Banking Law of
2000.

RULING: NO
R.A. No. 1405 provides for exceptions when records of deposits may be
disclosed. These are under any of the following instances: (a) upon written permission
of the depositor, (b) in cases of impeachment, (c) upon order of a competent court in the
case of bribery or dereliction of duty of public officials or, (d) when the money deposited
or invested is the subject matter of the litigation, and (e) in cases of violation of the Anti-
Money Laundering Act, the Anti-Money Laundering Council may inquire into a bank
account upon order of any competent court.

In this case, the Joint Motion to Approve Agreement was executed by BPI and
TIDCORP only. There was no written consent given by petitioner or its representative,
Epifanio Ramos, Jr., that petitioner is waiving the confidentiality of its bank deposits.
The provision on the waiver of the confidentiality of petitioner’s bank deposits was
merely inserted in the agreement. It is clear therefore that petitioner is not bound by the
said provision since it was without the express consent of petitioner who was not a party
and signatory to the said agreement.

Neither can the petitioner be deemed to have given its permission by failure to interpose
its objection during the proceedings. It is an elementary rule that the existence of a
waiver must be positively demonstrated since a waiver by implication is not
normally countenanced. The norm is that a waiver must not only be voluntary, but
must have been made knowingly, intelligently, and with sufficient awareness of
the relevant circumstances and likely consequences. There must be persuasive
evidence to show an actual intention to relinquish the right. Mere silence on the part of
the holder of the right should not be construed as a surrender thereof; the courts must
indulge every reasonable presumption against the existence and validity of such waiver.

In addition, considering that petitioner was already declared insolvent by the RTC, all its
property, assets and belongings were ordered delivered to the appointed receiver or
assignee. Thus, in the order of the RTC appointing Atty. Gonzales as receiver,
petitioner was directed to assign and convey to Atty. Gonzales all its real and personal
property, monies, estate and effects with all the deeds, books and papers relating
thereto, pursuant to Section 32 of the Insolvency Law. Such assignment shall operate to
vest in the assignee all of the estate of the insolvent debtor not exempt by law from
execution. Corollarily, the stipulation in the Joint Motion to Approve Compromise
Agreement that petitioner waives its right to confidentiality of its bank deposits requires
the approval and conformity of Atty. Gonzales as receiver since all the property, money,
estate and effects of petitioner have been assigned and conveyed to her and she has
the right to recover all the estate, assets, debts and claims belonging to or due to the
insolvent debtor.

While it was Atty. Gonzales, who filed the Motion for Parties to Enter Into Compromise
Agreement, she did not sign or approve the Joint Motion to Approve Agreement
submitted by TIDCORP and BPI. Clearly, the waiver of confidentiality of petitioner’s
bank deposits in the BPI-TIDCORP Joint Motion to Approve Agreement lacks the
required written consent of petitioner and conformity of the receiver. We, thus, hold that
the petitioner is not bound by the said provision.