SECOND DIVISION[G.R. No. 127540.October 17, 2001]EUGENIO DOMINGO, CRISPIN MANGABAT and SAMUEL CAPALUNGAN,petitioners,vs. HON. COURT OF APPEALS, FELIPE C. RIGONAN and CONCEPCION R. RIGONAN,respondents.EUGENIO DOMINGO, CRISPIN MANGABAT and SAMUEL CAPALUNGAN,petitioners,vs.HON. COURT OF APPEALS, THE DIRECTOR OF LANDS, and FELIPE C. RIGONAN and CONCEPCION R. RIGONAN,respondents.D E C I S I O NQUISUMBING,J.:This petition[1]seeks to annul the decision of the Court of Appeals dated August 29, 1996, which set aside the decision of the Regional Trial Court of Batac, Ilocos Norte, Branch 17, in Civil Case No. 582-17 forreinvindicacionconsolidated with Cadastral Case No. 1.[2]The petition likewise seeks to annul the resolution dated December 11, 1996, denying petitioners motion for reconsideration.The facts of this case, culled from the records, are as follows:Paulina Rigonan owned three (3) parcels of land, located at Batac and Espiritu, Ilocos Norte, including the house and warehouse on one parcel.She allegedly sold them to private respondents, the spouses Felipe and Concepcion Rigonan, who claim to be her relatives.In 1966, herein petitioners Eugenio Domingo, Crispin Mangabat and Samuel Capalungan, who claim to be her closest surviving relatives, allegedly took possession of the properties by means of stealth, force and intimidation, and refused to vacate the same.Consequently, on February 2, 1976, herein respondent Felipe Rigonan filed a complaint forreinvindicacionagainst petitioners in the Regional Trial Court of Batac, Ilocos Norte.On July 3, 1977, he amended the complaint and included his wife as co-plaintiff.They alleged that they were the owners of the three parcels of land through the deed of sale executed by Paulina Rigonan on January 28, 1965; that since then, they had been in continuous possession of the subject properties and had introduced permanent improvements thereon; and that defendants (now petitioners) entered the properties illegally, and they refused to leave them when asked to do so.Herein petitioners, as defendants below, contested plaintiffs claims.According to defendants, the alleged deed of absolute sale was void for being spurious as well as lacking consideration.They said that Paulina Rigonan did not sell her properties to anyone.As her nearest surviving kin within the fifth degree of consanguinity, they inherited the three lots and the permanent improvements thereon when Paulina died in 1966.They said they had been in possession of the contested properties for more than 10 years.Defendants asked for damages against plaintiffs.During trial, Juan Franco, Notary Public Evaristo P. Tagatag[3]and plaintiff Felipe Rigonan testified for plaintiffs (private respondents now).Franco testified that he was a witness to the execution of the questioned deed of absolute sale.However, when cross-examined and shown the deed he stated that the deed was not the document he signed as a witness, but rather it was the will and testament made by Paulina Rigonan.Atty. Tagatag testified that he personally prepared the deed, he saw Paulina Rigonan affix her thumbprint on it and he signed it both as witness and notary public.He further testified that he also notarized Paulinas last will and testament dated February 19, 1965.The will mentioned the same lots sold to private respondents.When asked why the subject lots were still included in the last will and testament, he could not explain.Atty. Tagatag also mentioned that he registered the original deed of absolute sale with the Register of Deeds.Plaintiff Felipe Rigonan claimed that he was Paulinas close relative.Their fathers were first cousins.However, he could not recall the name of Paulinas grandfather.His claim was disputed by defendants, who lived with Paulina as their close kin.He admitted the discrepancies between the Register of Deeds copy of the deed and the copy in his possession.But he attributed them to the representative from the Office of the Register of Deeds who went to plaintiffs house after that Office received a subpoena duces tecum.According to him, the representative showed him blanks in the deed and then the representative filled in the blanks by copying from his (plaintiffs) copy.Counsel for defendants (petitioners herein) presented as witnesses Jose Flores, the owner of the adjacent lot; Ruben Blanco, then acting Registrar of Deeds in Ilocos Norte; and Zosima Domingo, wife of defendant Eugenio Domingo.Jose Flores testified that he knew defendants, herein petitioners, who had lived on the land with Paulina Rigonan since he could remember and continued to live there even after Paulinas death.He said he did not receive any notice nor any offer to sell the lots from Paulina, contrary to what was indicated in the deed of sale that the vendor had notified all the adjacent owners of the sale.He averred he had no knowledge of any sale between Paulina and private respondents.Ruben Blanco, the acting Registrar of Deeds, testified that only the carbon copy, also called a duplicate original, of the deed of sale was filed in his office, but he could not explain why this was so.Zosima Domingo testified that her husband, Eugenio Domingo, was Paulinas nephew.Paulina was a first cousin of Eugenios father.She also said that they lived with Paulina and her husband, Jose Guerson, since 1956.They took care of her, spent for her daily needs and medical expenses, especially when she was hospitalized prior to her death.She stated that Paulina was never badly in need of money during her lifetime.On March 23, 1994, the trial court rendered judgment in favor of defendants (now the petitioners).It disposed:WHEREFORE,premises considered, judgment is hereby rendered in favor of defendants and against the plaintiffs, and as prayed for, the Amended Complaint is herebyDISMISSED.Defendants are hereby declared, by virtue of intestate succession, the lawful owners and possessors of the house including the bodega and the three (3) parcels of land in suit and a Decree of Registration adjudicating the ownership of the said properties to defendants is hereby issued.The alleged deed of sale (Exhs. A, A-1, 1 and 1-a) is hereby declared null and void and fake and the prayer for the issuance of a writ of preliminary injunction is hereby denied.Plaintiffs are hereby ordered to pay defendants:a) P20,000.00 as moral damages;b) P10,000.00 as exemplary damages;c) P10,000.00 attorneys fees and other litigation expenses.No pronouncement as to costs.[4]Private respondents herein appealed to the Court of Appeals.On August 29, 1996, the CA reversed the trial courts decision, thus:WHEREFORE,the decision dated March 23, 1994 is herebySET ASIDE.The plaintiffs-appellants Felipe Rigonan and Concepcion Rigonan are declared the owners of the properties under litigation and the defendants-appellees are hereby ordered toVACATEthe subject properties and SURRENDER the possession thereof to the heirs of the plaintiffs-appellants.Costs against the defendants-appellees.[5]Hence, this petition assigning the following as errors:ITHE RESPONDENT COURT OF APPEALS HAS DECIDED QUESTIONS OF LEGAL SUBSTANCE AND SIGNIFICANCE NOT IN ACCORDANCE WITH THE EVIDENCE, LAW AND WITH THE APPLICABLE DECISIONS OF THIS HONORABLE COURT.IITHAT THE FINDINGS OF RESPONDENT COURT OF APPEALS ARE CONTRARY TO THOSE OF THE TRIAL COURT AND CLEARLY VIOLATES THE RULE THAT THE FACTUAL FINDINGS OF TRIAL COURTS ARE ENTITLED TO GREAT WEIGHT AND RESPECT ON APPEAL, ESPECIALLY WHEN SAID FINDINGS ARE ESTABLISHED BY UNREBUTTED TESTIMONIAL AND DOCUMENTARY EVIDENCE.IIITHAT THE FINDINGS AND CONCLUSIONS OF RESPONDENT COURT OF APPEALS ARE GROUNDED ENTIRELY ON SPECULATIONS, SURMISES, CONJECTURES, OR ON INFERENCES MANIFESTLY MISTAKEN.IVTHAT THE RESPONDENT COURT OF APPEALS MANIFESTLY OVERLOOKED CERTAIN RELEVANT FACTS NOT DISPUTED BY THE PARTIES AND WHICH, IF PROPERLY CONSIDERED, WOULD JUSTIFY A DIFFERENT CONCLUSION.VTHAT THE FINDINGS OF FACT OF RESPONDENT COURT OF APPEALS ARE PREMISED ON SUPPOSED ABSENCE OF EVIDENCE BUT IS CONTRADICTED BY THE EVIDENCE ON RECORD THUS CONSTITUTES GRAVE ABUSE OF DISCRETION.[6]The basic issue for our consideration is, did private respondents sufficiently establish the existence and due execution of the Deed of Absolute and Irrevocable Sale of Real Property?Marked as Exhibits A, A-1, 1 and 1-a, this deed purportedly involved nine (9) parcels of land, inclusive of the three (3) parcels in dispute, sold at the price of P850 by Paulina Rigonan to private respondents on January 28, 1965, at Batac, Ilocos Norte.[7]The trial court found the deed fake, being a carbon copy with no typewritten original presented; and the court concluded that the documents execution was tainted with alterations, defects, tamperings, and irregularities which render it null and voidab initio.[8]Petitioners argue that the Court of Appeals erred in not applying the doctrine that factual findings of trial courts are entitled to great weight and respect on appeal, especially when said findings are established by unrebutted testimonial and documentary evidence.They add that the Court of Appeals, in reaching a different conclusion, had decided the case contrary to the evidence presented and the law applicable to the case.Petitioners maintain that the due execution of the deed of sale was not sufficiently established by private respondents, who as plaintiffs had the burden of proving it.First, the testimonies of the two alleged instrumental witnesses of the sale, namely, Juan Franco and Efren Sibucao, were dispensed with and discarded when Franco retracted his oral and written testimony that he was a witness to the execution of the subject deed.As a consequence, the appellate court merely relied on Atty. Tagatags (the notary public) testimony, which was incredible because aside from taking the double role of a witness and notary public, he was a paid witness.Further his testimony, that the subject deed was executed in the house of Paulina Rigonan, was rebutted by Zosima Domingo, Paulinas housekeeper, who said that she did not see Atty. Tagatag, Juan Franco and Efren Sibucao in Paulinas house on the alleged date of the deeds execution.Secondly, petitioners said that private respondents failed to account for the typewritten original of the deed of sale and that the carbon copy filed with the Register of Deeds was only a duplicate which contained insertions and erasures.Further, the carbon copy was without an affidavit of explanation, in violation of the Administrative Code as amended, which requires that if the original deed of sale is not presented or available upon registration of the deed, the carbon copy or so-called duplicate original must be accompanied by an affidavit of explanation, otherwise, registration must be denied.[9]Thirdly, petitioners aver that the consideration of only P850 for the parcels of land sold, together with a house and a warehouse, was another indication that the sale was fictitious because no person who was financially stable would sell said property at such a grossly inadequate consideration.Lastly, petitioners assert that there was abundant evidence that at the time of the execution of the deed of sale, Paulina Rigonan was already senile.She could not have consented to the sale by merely imprinting her thumbmark on the deed.In their comment, private respondents counter that at the outset the petition must be dismissed for it lacks a certification against forum-shopping.Nonetheless, even disregarding this requirement, the petition must still be denied in due course for it does not present any substantial legal issue, but factual or evidentiary ones which were already firmly resolved by the Court of Appeals based on records and the evidence presented by the parties.Private respondents claim that the factual determination by the trial court lacks credibility for it was made by the trial judge who presided only in one hearing of the case.The trial judge could not validly say that the deed of absolute sale was fake because no signature was forged, according to private respondents; and indeed a thumbmark, said to be the sellers own, appears thereon.In their reply, petitioners said that the copy of the petition filed with this Court was accompanied with a certification against forum shopping.If private respondents copy did not contain same certification, this was only due to inadvertence.Petitioners ask for the Courts indulgence for anyway there was substantial compliance with Revised Circular No. 28-91.On the contention that here only factual issues had been raised, hence not the proper subject for review by this Court, petitioners reply that this general rule admits of exceptions, as when the factual findings of the Court of Appeals and the trial court are contradictory; when the findings are grounded entirely on speculations, surmises or conjectures; and when the Court of Appeals overlooked certain relevant facts not disputed by the parties which if properly considered would justify a different conclusion.All these, according to petitioners, are present in this case.Before proceeding to the main issue, we shall first settle procedural issues raised by private respondents.While the trial judge deciding the case presided over the hearings of the case only once, this circumstance could not have an adverse effect on his decision.The continuity of a court and the efficacy of its proceedings are not affected by the death, resignation or cessation from the service of the presiding judge.A judge may validly render a decision although he has only partly heard the testimony of the witnesses.[10]After all, he could utilize and rely on the records of the case, including the transcripts of testimonies heard by the former presiding judge.On the matter of the certification against forum-shopping, petitioners aver that they attached one in the copy intended for this Court.This is substantial compliance.A deviation from a rigid enforcement of the rules may be allowed to attain their prime objective for, after all, the dispensation of justice is the core reason for the courts existence.[11]While the issues raised in this petition might appear to be mainly factual, this petition is properly given due course because of the contradictory findings of the trial court and the Court of Appeals.Further, the latter court apparently overlooked certain relevant facts which justify a different conclusion.[12]Moreover, a compelling sense to make sure that justice is done, and done rightly in the light of the issues raised herein, constrains us from relying on technicalities alone to resolve this petition.Now, on the main issue.Did private respondents establish the existence and due execution of the deed of sale?Our finding is in the negative.First, note that private respondents as plaintiffs below presented only a carbon copy of this deed.When the Register of Deeds was subpoenaed to produce the deed, no original typewritten deed but only a carbon copy was presented to the trial court.Although the Court of Appeals calls it a duplicate original, the deed contained filled in blanks and alterations.None of the witnesses directly testified to prove positively and convincingly Paulinas execution of the original deed of sale.The carbon copy did not bear her signature, but only her alleged thumbprint.Juan Franco testified during the direct examination that he was an instrumental witness to the deed.However, when cross-examined and shown a copy of the subject deed, he retracted and said that said deed of sale was not the document he signed as witness.[13]He declared categorically he knew nothing about it.[14]We note that another witness, Efren Sibucao, whose testimony should have corroborated Atty. Tagatags, was not presented and his affidavit was withdrawn from the court,[15]leaving only Atty. Tagatags testimony, which aside from being uncorroborated, was self-serving.Secondly, we agree with the trial court that irregularities abound regarding the execution and registration of the alleged deed of sale.On record, Atty. Tagatag testified that he himself registered the original deed with the Register of Deeds.[16]Yet, the original was nowhere to be found and none could be presented at the trial.Also, the carbon copy on file, which is allegedly a duplicate original, shows intercalations and discrepancies when compared to purported copies in existence.The intercalations were allegedly due to blanks left unfilled by Atty. Tagatag at the time of the deeds registration.The blanks were allegedly filled in much later by a representative of the Register of Deeds.In addition, the alleged other copies of the document bore different dates of entry: May 16, 1966, 10:20 A.M.[17]and June 10, 1966, 3:16 P.M.,[18]and different entry numbers: 66246, 74389[19]and 64369.[20]The deed was apparently registered long after its alleged date of execution and after Paulinas death on March 20, 1966.[21]Admittedly, the alleged vendor Paulina Rigonan was not given a copy.[22]Furthermore, it appears that the alleged vendor was never asked to vacate the premises she had purportedly sold.Felipe testified that he had agreed to let Paulina stay in the house until her death.[23]InAlcos v. IAC, 162 SCRA 823 (1988), the buyers immediate possession and occupation of the property was deemed corroborative of the truthfulness and authenticity of the deed of sale.The alleged vendors continued possession of the property in this case throws an inverse implication, a serious doubt on the due execution of the deed of sale.Noteworthy, the same parcels of land involved in the alleged sale were still included in the will subsequently executed by Paulina and notarized by the same notary public, Atty. Tagatag.[24]These circumstances, taken together, militate against unguarded acceptance of the due execution and genuineness of the alleged deed of sale.Thirdly, we have to take into account the element of consideration for the sale.The price allegedly paid by private respondents for nine (9) parcels, including the three parcels in dispute, a house and a warehouse, raises further questions.Consideration is thewhyof a contract, the essential reason which moves the contracting parties to enter into the contract.[25]On record, there is unrebutted testimony that Paulina as landowner was financially well off.She loaned money to several people.[26]We see no apparent and compelling reason for her to sell the subject parcels of land with a house and warehouse at a meager price of P850 only.InRongavilla vs. CA,294 SCRA 289 (1998), private respondents were in their advanced years, and were not in dire need of money, except for a small amount of P2,000 which they said were loaned by petitioners for the repair of their houses roof.We ruled against petitioners, and declared that there was no valid sale because of lack of consideration.In the present case, at the time of the execution of the alleged contract, Paulina Rigonan was already of advanced age and senile.She died an octogenarian on March 20, 1966, barely over a year when the deed was allegedly executed on January 28, 1965, but before copies of the deed were entered in the registry allegedly on May 16 and June 10, 1966.The general rule is that a person is not incompetent to contract merely because of advanced years or by reason of physical infirmities.[27]However, when such age or infirmities have impaired the mental faculties so as to prevent the person from properly, intelligently, and firmly protecting her property rights then she is undeniably incapacitated.The unrebutted testimony of Zosima Domingo shows that at the time of the alleged execution of the deed, Paulina was already incapacitated physically and mentally.She narrated that Paulina played with her waste and urinated in bed.Given these circumstances, there is in our view sufficient reason to seriously doubt that she consented to the sale of and the price for her parcels of land.Moreover, there is no receipt to show that said price was paid to and received by her.Thus, we are in agreement with the trial courts finding and conclusion on the matter:The whole evidence on record does not show clearly that the fictitious P850.00 consideration was ever delivered to the vendor.Undisputably, the P850.00 consideration for the nine (9) parcels of land including the house and bodega is grossly and shockingly inadequate, and the sale is null and void ab initio.[28]WHEREFORE,the petition is GRANTED.The decision and resolution of the Court of Appeals dated August 29, 1996 and December 11, 1996, respectively, are REVERSEDandSETASIDE.The decision of the Regional Trial Court of Batac, Ilocos Norte, Branch 17, dated March 23, 1994, is REINSTATED.Costs against private respondents.SO ORDERED.Bellosillo, (Chairman), Mendoza, Buena,andDe Leon, Jr., JJ.,concur.

Republic of the PhilippinesSUPREME COURTManilaTHIRD DIVISIONG.R. No. L-46658 May 13, 1991PHILIPPINE NATIONAL BANK,petitioner,vs.HON. GREGORIO G. PINEDA, in his capacity as Presiding Judge of the Court of First Instance of Rizal, Branch XXI and TAYABAS CEMENT COMPANY, INC.,respondents.The Chief Legal Counsel for petitioner.Ortille Law Office for private respondent.FERNAN,C.J.:In this petition forcertiorari, petitioner Philippine National Bank (PNB) seeks to annul and set aside the orders dated March 4, 1977 and May 31, 1977 rendered in Civil Case No. 244221of the Court of First Instance of Rizal, Branch XXI, respectively granting private respondent Tayabas Cement Company, Inc.'s application for a writ of preliminary injunction to enjoin the foreclosure sale of certain properties in Quezon City and Negros Occidental and denying petitioner's motion for reconsideration thereof.In 1963, Ignacio Arroyo, married to Lourdes Tuason Arroyo (the Arroyo Spouses), obtained a loan of P580,000.00 from petitioner bank to purchase 60% of the subscribed capital stock, and thereby acquire the controlling interest of private respondent Tayabas Cement Company, Inc. (TCC).2As security for said loan, the spouses Arroyo executed a real estate mortgage over a parcel of land covered by Transfer Certificate of Title No. 55323 of the Register of Deeds of Quezon City known as the La Vista property.Thereafter, TCC filed with petitioner bank an application and agreement for the establishment of an eight (8) year deferred letter of credit (L/C) for $7,000,000.00 in favor of Toyo Menka Kaisha, Ltd. of Tokyo, Japan, to cover the importation of a cement plant machinery and equipment.Upon approval of said application and opening of an L/C by PNB in favor of Toyo Menka Kaisha, Ltd. for the account of TCC, the Arroyo spouses executed the following documents to secure this loan accommodation: Surety Agreement dated August 5, 19643and Covenant dated August 6, 1964.4The imported cement plant machinery and equipment arrived from Japan and were released to TCC under a trust receipt agreement. Subsequently, Toyo Menka Kaisha, Ltd. made the corresponding drawings against the L/C as scheduled. TCC, however, failed to remit and/or pay the corresponding amount covered by the drawings. Thus, on May 19, 1968, pursuant to the trust receipt agreement, PNB notified TCC of its intention to repossess, as it later did, the imported machinery and equipment for failure of TCC to settle its obligations under the L/C.5In the meantime, the personal accounts of the spouses Arroyo, which included another loan of P160,000.00 secured by a real estate mortgage over parcels of agricultural land known as Hacienda Bacon located in Isabela, Negros Occidental, had likewise become due. The spouses Arroyo having failed to satisfy their obligations with PNB, the latter decided to foreclose the real estate mortgages executed by the spouses Arroyo in its favor.On July 18, 1975, PNB filed with the City Sheriff of Quezon City a petition for extra-judicial foreclosure under Act 3138, as amended by Act 4118 and under Presidential Decree No. 385 of the real estate mortgage over the properties known as the La Vista property covered by TCT No. 55323.6PNB likewise filed a similar petition with the City Sheriff of Bacolod, Negros Occidental with respect to the mortgaged properties located at Isabela, Negros Occidental and covered by OCT No. RT 1615.The foreclosure sale of the La Vista property was scheduled on August 11, 1975. At the auction sale, PNB was the highest bidder with a bid price of P1,000,001.00. However, when said property was about to be awarded to PNB, the representative of the mortgagor-spouses objected and demanded from the PNB the difference between the bid price of P1,000,001.00 and the indebtedness of P499,060.25 of the Arroyo spouses on their personal account. It was the contention of the spouses Arroyo's representative that the foreclosure proceedings referred only to the personal account of the mortgagor spouses without reference to the account of TCC.To remedy the situation, PNB filed a supplemental petition on August 13, 1975 requesting the Sheriff's Office to proceed with the sale of the subject real properties to satisfy not only the amount of P499,060.25 owed by the spouses Arroyos on their personal account but also the amount of P35,019,901.49 exclusive of interest, commission charges and other expenses owed by said spouses as sureties of TCC.7Said petition was opposed by the spouses Arroyo and the other bidder, Jose L. Araneta.On September 12, 1975, Acting Clerk of Court and Ex-Officio Sheriff Diana L. Dungca issued a resolution finding that the questions raised by the parties required the reception and evaluation of evidence, hence, proper for adjudication by the courts of law. Since said questions were prejudicial to the holding of the foreclosure sale, she ruled that her "Office, therefore, cannot properly proceed with the foreclosure sale unless and until there be a court ruling on the aforementioned issues."8Thus, in May, 1976, PNB filed with the Court of First Instance of Quezon City, Branch V a petition formandamus9against said Diana Dungca in her capacity as City Sheriff of Quezon City to compel her to proceed with the foreclosure sale of the mortgaged properties covered by TCT No. 55323 in order to satisfy both the personal obligation of the spouses Arroyo as well as their liabilities as sureties of TCC.10On September 6, 1976, the petition was granted and Dungca was directed to proceed with the foreclosure sale of the mortgaged properties covered by TCT No. 55323 pursuant to Act No. 3135 and to issue the corresponding Sheriff's Certificate of Sale.11Before the decision could attain finality, TCC filed on September 14, 1976 before the Court of First Instance of Rizal, Pasig, Branch XXI a complaint12against PNB, Dungca, and the Provincial Sheriff of Negros Occidental and Ex-Officio Sheriff of Bacolod City seeking,inter alia, the issuance of a writ of preliminary injunction to restrain the foreclosure of the mortgages over the La Vista property and Hacienda Bacon as well as a declaration that its obligation with PNB had been fully paid by reason of the latter's repossession of the imported machinery and equipment.13On October 5, 1976, the CFI, thru respondent Judge Gregorio Pineda, issued a restraining order14and on March 4, 1977, granted a writ of preliminary injunction.15PNB's motion for reconsideration was denied, hence this petition.Petitioner PNB advances four grounds for the setting aside of the writ of preliminary injunction, namely: a) that it contravenes P.D. No. 385 which prohibits the issuance of a restraining order against a government financial institution in any action taken by such institution in compliance with the mandatory foreclosure provided in Section 1 thereof; b) that the writ countermands a final decision of a co-equal and coordinate court; c) that the writ seeks to prohibit the performance of acts beyond the court's territorial jurisdiction; and, d) private respondent TCC has not shown any clear legal right or necessity to the relief of preliminary injunction.Private respondent TCC counters with the argument that P.D. No. 385 does not apply to the case at bar, firstly because no foreclosure proceedings have been instituted against it by PNB and secondly, because its account under the L/C has been fully satisfied with the repossession of the imported machinery and equipment by PNB.The resolution of the instant controversy lies primarily on the question of whether or not TCC's liability has been extinguished by the repossession of PNB of the imported cement plant machinery and equipment.We rule for the petitioner PNB. It must be remembered that PNB took possession of the imported cement plant machinery and equipment pursuant to the trust receipt agreement executed by and between PNB and TCC giving the former the unqualified right to the possession and disposal of all property shipped under the Letter of Credit until such time as all the liabilities and obligations under said letter had been discharged.16In the case ofVintola vs. Insular Bank of Asia and America17wherein the same argument was advanced by the Vintolas as entrustees of imported seashells under a trust receipt transaction, we said:Further, the VINTOLAS take the position that their obligation to IBAA has been extinguished inasmuch as, through no fault of their own, they were unable to dispose of the seashells, and that they have relinquished possession thereof to the IBAA, as owner of the goods, by depositing them with the Court.The foregoing submission overlooks the nature and mercantile usage of the transaction involved. A letter of credit-trust receipt arrangement is endowed with its own distinctive features and characteristics. Under that set-up, a bank extends a loan covered by the Letter of Credit, with the trust receipt as a security for the loan. In other words, the transaction involves a loan feature represented by the letter of credit, and a security feature which is in the covering trust receipt.x x x x x x x x xA trust receipt, therefore, is a security agreement, pursuant to which a bank acquires a "security interest" in the goods.It secures an indebtedness and there can be no such thing as security interest that secures no obligation. As defined in our laws:(h) "Security interest" means a property interest in goods, documents or instruments to secure performance of some obligations of the entrustee or of some third persons to the entruster and includes title, whether or not expressed to be absolute, whenever such title is in substance taken or retained for security only.x x x x x x x x xContrary to the allegation of the VINTOLAS, IBAA did not become the real owner of the goods. It was merely the holder of a security title for the advances it had made to the VINTOLAS. The goods the VINTOLAS had purchased through IBAA financing remain their own property and they hold it at their own risk. The trust receipt arrangement did not convert the IBAA into an investor; the latter remained a lender and creditor.x x x x x x x x xSince the IBAA is not the factual owner of the goods, the VINTOLAS cannot justifiably claim that because they have surrendered the goods to IBAA and subsequently deposited them in the custody of the court, they are absolutely relieved of their obligation to pay their loan because of their inability to dispose of the goods. The fact that they were unable to sell the seashells in question does not affect IBAA's right to recover the advances it had made under the Letter of Credit.PNB's possession of the subject machinery and equipment being precisely as a form of security for the advances given to TCC under the Letter of Credit, said possession by itself cannot be considered payment of the loan secured thereby. Payment would legally result only after PNB had foreclosed on said securities, sold the same and applied the proceeds thereof to TCC's loan obligation. Mere possession does not amount to foreclosure for foreclosure denotes the procedure adopted by the mortgagee to terminate the rights of the mortgagor on the property and includes the sale itself.18Neither can said repossession amount todacion en pago. Dation in payment takes place when property is alienated to the creditor in satisfaction of a debt in money and the same is governed by sales.19Dation in payment is the delivery and transmission of ownership of a thing by the debtor to the creditor as an accepted equivalent of the performance of the obligation.20As aforesaid, the repossession of the machinery and equipment in question was merely to secure the payment of TCC's loan obligation and not for the purpose of transferring ownership thereof to PNB in satisfaction of said loan. Thus, nodacion en pagowas ever accomplished.Proceeding from this finding, PNB has the right to foreclose the mortgages executed by the spouses Arroyo as sureties of TCC. A surety is considered in law as being the same party as the debtor in relation to whatever is adjudged touching the obligation of the latter, and their liabilities are interwoven as to be inseparable.21As sureties, the Arroyo spouses are primarily liable as original promissors and are bound immediately to pay the creditor the amount outstanding.22Under Presidential Decree No. 385 which took effect on January 31, 1974, government financial institutions like herein petitioner PNB are required to foreclose on the collaterals and/or securities for any loan, credit or accommodation whenever the arrearages on such account amount to at least twenty percent (20%) of the total outstanding obligations, including interests and charges, as appearing in the books of account of the financial institution concerned.23It is further provided therein that "no restraining order, temporary or permanent injunction shall be issued by the court against any government financial institution in any action taken by such institution in compliance with the mandatory foreclosure provided in Section 1 hereof, whether such restraining order, temporary or permanent injunction is sought by the borrower(s) or any third party or parties . . ."24It is not disputed that the foreclosure proceedings instituted by PNB against the Arroyo spouses were in compliance with the mandate of P.D. 385. This being the case, the respondent judge acted in excess of his jurisdiction in issuing the injunction specifically proscribed under said decree.Another reason for striking down the writ of preliminary injunction complained of is that it interfered with the order of a co-equal and coordinate court. Since Branch V of the CFI of Rizal had already acquired jurisdiction over the question of foreclosure of mortgage over the La Vista property and rendered judgment in relation thereto, then it retained jurisdiction to the exclusion of all other coordinate courts over its judgment, including all incidents relative to the control and conduct of its ministerial officers, namely the sheriff thereof.25The foreclosure sale having been ordered by Branch V of the CFI of Rizal, TCC should not have filed injunction proceedings with Branch XXI of the same CFI, but instead should have first sought relief by proper motion and application from the former court which had exclusive jurisdiction over the foreclosure proceeding.26This doctrine of non-interference is premised on the principle that a judgment of a court of competent jurisdiction may not be opened, modified or vacated by any court of concurrent jurisdiction.27Furthermore, we find the issuance of the preliminary injunction directed against the Provincial Sheriff of Negros Occidental and ex-officio Sheriff of Bacolod City a jurisdictionalfaux pasas the Courts of First Instance, now Regional Trial Courts, can only enforce their writs of injunction within their respective designated territories.28WHEREFORE, the instant petition is hereby granted. The assailed orders are hereby set aside. Costs against private respondent.Gutierrez, Jr., Feliciano, Bidin and Davide, Jr., JJ., concur.

SECOND DIVISION[G.R. No. 117356. June 19, 2000]VICTORIAS MILLING CO., INC.,petitioner, vs.COURT OF APPEALS and CONSOLIDATED SUGAR CORPORATION,respondents.D E C I S I O NQUISUMBING,J.:Before us is a petition for review oncertiorariunder Rule 45 of the Rules of Court assailing the decision of the Court of Appeals dated February 24, 1994, in CA-G.R. CV No. 31717, as well as the respondent court's resolution of September 30, 1994 modifying said decision. Both decision and resolution amended the judgment dated February 13, 1991, of the Regional Trial Court of Makati City, Branch 147, in Civil Case No. 90-118.The facts of this case as found by both the trial and appellate courts are as follows:St. Therese Merchandising (hereafter STM) regularly bought sugar from petitioner Victorias Milling Co., Inc., (VMC). In the course of their dealings, petitioner issued several Shipping List/Delivery Receipts (SLDRs) to STM as proof of purchases. Among these was SLDR No. 1214M, which gave rise to the instant case. Dated October 16, 1989, SLDR No. 1214M covers 25,000 bags of sugar. Each bag contained 50 kilograms and priced at P638.00 per bag as "per sales order VMC Marketing No. 042 dated October 16, 1989."[1]The transaction it covered was a "direct sale."[2]The SLDR also contains an additional note which reads: "subject for (sic) availability of a (sic) stock at NAWACO (warehouse)."[3]On October 25, 1989, STM sold to private respondent Consolidated Sugar Corporation (CSC) its rights in SLDR No. 1214M for P 14,750,000.00. CSC issued one check dated October 25, 1989 and three checks postdated November 13, 1989 in payment. That same day, CSC wrote petitioner that it had been authorized by STM to withdraw the sugar covered by SLDR No. 1214M. Enclosed in the letter were a copy of SLDR No. 1214M and a letter of authority from STM authorizing CSC "to withdraw for and in our behalf the refined sugar covered by Shipping List/Delivery Receipt-Refined Sugar (SDR) No. 1214 dated October 16, 1989 in the total quantity of 25,000 bags."[4]On October 27, 1989, STM issued 16 checks in the total amount of P31,900,000.00 with petitioner as payee. The latter, in turn, issued Official Receipt No. 33743 dated October 27, 1989 acknowledging receipt of the said checks in payment of 50,000 bags. Aside from SLDR No. 1214M, said checks also covered SLDR No. 1213.Private respondent CSC surrendered SLDR No. 1214M to the petitioner's NAWACO warehouse and was allowed to withdraw sugar. However, after 2,000 bags had been released, petitioner refused to allow further withdrawals of sugar against SLDR No. 1214M. CSC then sent petitioner a letter dated January 23, 1990 informing it that SLDR No. 1214M had been "sold and endorsed" to it but that it had been refused further withdrawals of sugar from petitioner's warehouse despite the fact that only 2,000 bags had been withdrawn.[5]CSC thus inquired when it would be allowed to withdraw the remaining 23,000 bags.On January 31, 1990, petitioner replied that it could not allow any further withdrawals of sugar against SLDR No. 1214M because STM had already dwithdrawn all the sugar covered by the cleared checks.[6]On March 2, 1990, CSC sent petitioner a letter demanding the release of the balance of 23,000 bags.Seven days later, petitioner reiterated that all the sugar corresponding to the amount of STM's cleared checks had been fully withdrawn and hence, there would be no more deliveries of the commodity to STM's account. Petitioner also noted that CSC had represented itself to be STM's agent as it had withdrawn the 2,000 bags against SLDR No. 1214M "for and in behalf" of STM.On April 27, 1990, CSC filed a complaint for specific performance, docketed as Civil Case No. 90-1118. Defendants were Teresita Ng Sy (doing business under the name of St. Therese Merchandising) and herein petitioner. Since the former could not be served with summons, the case proceeded only against the latter. During the trial, it was discovered that Teresita Ng Go who testified for CSC was the same Teresita Ng Sy who could not be reached through summons.[7]CSC, however, did not bother topursue its case against her, but instead used her as its witness.CSC's complaint alleged that STM had fully paid petitioner for the sugar covered by SLDR No. 1214M. Therefore, the latter had no justification for refusing delivery of the sugar. CSC prayed that petitioner be ordered to deliver the 23,000 bags covered by SLDR No. 1214M and sought the award of P1,104,000.00 in unrealized profits, P3,000,000.00 as exemplary damages, P2,200,000.00 as attorney's fees and litigation expenses.Petitioner's primary defensea quowas that it was an unpaid seller for the 23,000 bags.[8]Since STM had already drawn in full all the sugar corresponding to the amount of its cleared checks, it could no longer authorize further delivery of sugar to CSC. Petitioner also contended that it had no privity of contract with CSC.Petitioner explained that the SLDRs, which it had issued, were not documents of title, but mere delivery receipts issued pursuant to a series of transactions entered into between it and STM. The SLDRs prescribed delivery of the sugar to the party specified therein and did not authorize the transfer of said party's rights and interests.Petitioner also alleged that CSC did not pay for the SLDR and was actually STM's co-conspirator to defraud it through a misrepresentation that CSC was an innocent purchaser for value and in good faith. Petitioner then prayed that CSC be ordered to pay it the following sums: P10,000,000.00 as moral damages; P10,000,000.00 as exemplary damages; and P1,500,000.00 as attorney's fees. Petitioner also prayed that cross-defendant STM be ordered to pay it P10,000,000.00 in exemplary damages, and P1,500,000.00 as attorney's fees.Since no settlement was reached at pre-trial, the trial court heard the case on the merits.As earlier stated, the trial court rendered its judgment favoring private respondent CSC, as follows:"WHEREFORE, in view of the foregoing, the Court hereby renders judgment in favor of the plaintiff and against defendant Victorias Milling Company:"1) Ordering defendant Victorias Milling Company to deliver to the plaintiff 23,000 bags of refined sugar due under SLDR No. 1214;"2) Ordering defendant Victorias Milling Company to pay the amount of P920,000.00 as unrealized profits, the amount of P800,000.00 as exemplary damages and the amount of P1,357,000.00, which is 10% of the acquisition value of the undelivered bags of refined sugar in the amount of P13,570,000.00, as attorney's fees, plus the costs."SO ORDERED."[9]It made the following observations:"[T]he testimony of plaintiff's witness Teresita Ng Go, that she had fully paid the purchase price of P15,950,000.00 of the 25,000 bags of sugar bought by her covered by SLDR No. 1214 as well as the purchase price of P15,950,000.00 for the 25,000 bags of sugar bought by her covered by SLDR No. 1213 on the same date, October 16, 1989 (date of the two SLDRs) is duly supported by Exhibits C to C-15 inclusive which are post-dated checks dated October 27, 1989 issued by St. Therese Merchandising in favor of Victorias Milling Company at the time it purchased the 50,000 bags of sugar covered by SLDR No. 1213 and 1214. Said checks appear to have been honored and duly credited to the account of Victorias Milling Company because on October 27, 1989 Victorias Milling Company issued official receipt no. 34734 in favor of St. Therese Merchandising for the amount of P31,900,000.00 (Exhibits B and B-1). The testimony of Teresita Ng Go is further supported by Exhibit F, which is a computer printout of defendant Victorias Milling Company showing the quantity and value of the purchases made by St. Therese Merchandising, the SLDR no. issued to cover the purchase, the official reciept no. and the status of payment. It is clear in Exhibit 'F' that with respect to the sugar covered by SLDR No. 1214 the same has been fully paid as indicated by the word 'cleared' appearing under the column of 'status of payment.'"On the other hand, the claim of defendant Victorias Milling Company that the purchase price of the 25,000 bags of sugar purchased by St. Therese Merchandising covered by SLDR No. 1214 has not been fully paid is supported only by the testimony of Arnulfo Caintic, witness for defendant Victorias Milling Company. The Court notes that the testimony of Arnulfo Caintic is merely a sweeping barren assertion that the purchase price has not been fully paid and is not corroborated by any positive evidence. There is an insinuation by Arnulfo Caintic in his testimony that the postdated checks issued by the buyer in payment of the purchased price were dishonored. However, said witness failed to present in Court any dishonored check or any replacement check. Said witness likewise failed to present any bank record showing that the checks issued by the buyer, Teresita Ng Go, in payment of the purchase price of the sugar covered by SLDR No. 1214 were dishonored."[10]Petitioner appealed the trial courts decision to the Court of Appeals.On appeal, petitioner averred that the dealings between it and STM were part of a series of transactions involving only one account or one general contract of sale. Pursuant to this contract, STM or any of its authorized agents could withdraw bags of sugar only against cleared checks of STM. SLDR No. 21214M was only one of 22 SLDRs issued to STM andsince the latter had already withdrawn its full quota of sugar under the said SLDR, CSC was already precluded from seeking delivery of the 23,000 bags of sugar.Private respondent CSC countered that the sugar purchases involving SLDR No. 1214M were separate and independent transactions and that the details of the series of purchases were contained in a single statement with a consolidated summary of cleared check payments and sugar stock withdrawals because this a more convenient system than issuing separate statements for each purchase.The appellate court considered the following issues: (a) Whether or not the transaction between petitioner and STM involving SLDR No. 1214M was a separate, independent, and single transaction; (b) Whether or not CSC had the capacity to sue on its own on SLDR No. 1214M; and (c) Whether or not CSC as buyer from STM of the rights to 25,000 bags of sugar coveredby SLDR No. 1214M could compel petitioner to deliver 23,000 bagsallegedly unwithdrawn.On February 24, 1994, the Court of Appeals rendered its decision modifying the trial court's judgment, to wit:"WHEREFORE, the Court herebyMODIFIESthe assailed judgment and orders defendant-appellant to:"1) Deliver to plaintiff-appellee 12,586 bags of sugar covered by SLDR No. 1214M;" 2) Pay to plaintiff-appellee P792,918.00 which is 10% of the value of the undelivered bags of refined sugar, as attorneys fees;"3) Pay the costs of suit."SO ORDERED."[11]Both parties then seasonably filed separate motions for reconsideration.In its resolution dated September 30, 1994, the appellate court modified its decision to read:"WHEREFORE, the Court hereby modifies the assailed judgment and orders defendant-appellant to:"(1) Deliver to plaintiff-appellee 23,000 bags of refined sugar under SLDR No. 1214M;"(2) Pay costs of suit."SO ORDERED."[12]The appellate court explained the rationale for the modification as follows:"There is merit in plaintiff-appellee's position."Exhibit F' We relied upon in fixing the number of bags of sugar which remained undelivered as 12,586 cannot be made the basis for such a finding. The rule is explicit that courts should consider the evidence only for the purpose for which it was offered.(People v. Abalos, et al, 1 CARep 783). The rationale for this is to afford the party against whom the evidence is presented to object thereto if he deems it necessary. Plaintiff-appellee is, therefore, correct in its argument that Exhibit F' which was offered to prove that checks in the total amount of P15,950,000.00 had been cleared.(Formal Offer of Evidence for Plaintiff, Records p. 58)cannot be used to prove the proposition that 12,586 bags of sugar remained undelivered."Testimonial evidence(Testimonies of Teresita Ng [TSN, 10 October 1990, p. 33] and Marianito L. Santos [TSN, 17 October 1990, pp. 16, 18, and 36])presented by plaintiff-appellee was to the effect that it had withdrawn only 2,000 bags of sugar from SLDR after which it was not allowed to withdraw anymore. Documentary evidence (Exhibit I, Id., p. 78, Exhibit K, Id., p. 80)show that plaintiff-appellee had sent demand letters to defendant-appellant asking the latter to allow it to withdraw the remaining 23,000 bags of sugar from SLDR 1214M. Defendant-appellant, on the other hand, alleged that sugar delivery to the STM corresponded only to the value of cleared checks; and that all sugar corresponded to cleared checks had been withdrawn. Defendant-appellant did not rebut plaintiff-appellee's assertions. It did not present evidence to show how many bags of sugar had been withdrawn against SLDR No. 1214M, precisely because of its theory that all sales in question were a series of one single transaction and withdrawal of sugar depended on the clearing of checks paid therefor."After a second look at the evidence, We see no reason to overturn the findings of the trial court on this point."[13]Hence, the instant petition, positing the following errors as grounds for review:"1. The Court of Appeals erred in not holding that STM's and private respondent's specially informing petitioner that respondent was authorized by buyer STM to withdraw sugar against SLDR No. 1214M "for and in our (STM) behalf," (emphasis in the original) private respondent's withdrawing 2,000 bags of sugar for STM, and STM's empowering other persons as its agents to withdraw sugar against the same SLDR No. 1214M, rendered respondent like the other persons, an agent of STM as held inRallos v. Felix Go Chan & Realty Corp.,81 SCRA 252, and precluded it from subsequently claiming and proving being an assignee of SLDR No. 1214M and from suing by itself for its enforcement because it was conclusively presumed to be an agent (Sec. 2, Rule 131, Rules of Court) and estopped from doing so. (Art. 1431, Civil Code)." 2. The Court of Appeals erred in manifestly and arbitrarily ignoring and disregarding certain relevant and undisputed facts which, had they been considered, would have shown that petitioner was not liable, except for 69 bags of sugar, and which would justify review of its conclusion of facts by this Honorable Court." 3. The Court of Appeals misapplied the law on compensation under Arts. 1279, 1285 and 1626 of the Civil Code when it ruled that compensation applied only to credits from one SLDR or contract and not to those fromtwo or more distinct contractsbetween the same parties; and erred in denying petitioner's right to setoff all its credits arising prior to notice of assignment from other sales or SLDRs against private respondent's claim as assignee under SLDR No. 1214M, so as to extinguish or reduce its liability to 69 bags, because the law on compensationapplies precisely to two or more distinct contracts betweenthe same parties (emphasis in the original)."4. The Court of Appeals erred in concluding that the settlement or liquidation of accounts in Exh. F between petitioner and STM, respondent's admission of its balance, and STM's acquiescence thereto by silence for almost one year did not render Exh. `F' an account stated and its balance binding."5. The Court of Appeals erred in not holding that the conditions of the assigned SLDR No. 1214, namely, (a) its subject matter being generic, and (b) the sale of sugar being subject to its availability at the Nawaco warehouse, made the sale conditional and prevented STM or private respondent from acquiring title to the sugar; and the non-availability of sugar freed petitioner from further obligation."6. The Court of Appeals erred in not holding that the "clean hands" doctrine precluded respondent from seeking judicial reliefs (sic) from petitioner, its only remedy being against its assignor."[14]Simply stated, the issues now to be resolved are:(1)....Whether or not the Court of Appeals erred in not ruling that CSC was an agent of STM and hence, estopped to sue upon SLDR No. 1214M as an assignee.(2)....Whether or not the Court of Appeals erred in applying the law on compensation to the transaction under SLDR No. 1214M so as to preclude petitioner from offsetting its credits on the other SLDRs.(3)....Whether or not the Court of Appeals erred in not ruling that the sale of sugar under SLDR No. 1214M was a conditional sale or a contract to sell and hence freed petitioner from further obligations.(4)....Whether or not the Court of Appeals committed an error of law in not applying the "clean hands doctrine" to preclude CSC from seeking judicial relief.The issues will be discussed inseriatim.Anent thefirst issue, we find from the records that petitioner raised this issue for the first time on appeal. It is settled that an issue which was not raised during the trial in the court below could not be raised for the first time on appeal as to do so would be offensive to the basic rules of fair play, justice, and due process.[15]Nonetheless, the Court of Appeals opted to address this issue, hence, now a matter for our consideration.Petitioner heavily relies upon STM's letter of authority allowing CSC to withdraw sugar against SLDR No. 1214M to show that the latter was STM's agent. The pertinent portion of said letter reads:"This is to authorize Consolidated Sugar Corporation or its representative to withdrawfor and in our behalf(stress supplied) the refined sugar covered by Shipping List/Delivery Receipt = Refined Sugar (SDR) No. 1214 dated October 16, 1989 in the total quantity of 25, 000 bags."[16]The Civil Code defines a contract of agency as follows:"Art. 1868. By the contract of agency a person binds himself to render some service or to do something in representation or on behalf of another, with the consent or authority of the latter."It is clear from Article 1868 that the basis of agency is representation.[17]On the part of the principal, there must be an actual intention to appoint[18]or an intention naturally inferable from his words or actions;[19]and on the part of the agent, there must be an intention to accept the appointment and act on it,[20]and in the absence of such intent, there is generally no agency.[21]One factor which most clearly distinguishes agency from other legal concepts is control; one person - the agent - agrees to act under the control or direction of another - the principal. Indeed, the very word "agency" has come to connote control by the principal.[22]The control factor, more than any other, has caused the courts to put contracts between principal and agent in a separate category.[23]The Court of Appeals, in finding that CSC, was not an agent of STM, opined:"This Court has ruled that where the relation of agency is dependent upon the acts of the parties, the law makes no presumption of agency, and it is always a fact to be proved, with the burden of proof resting upon the persons alleging the agency, to show not only the fact of its existence, but also its nature and extent(Antonio vs. Enriquez[CA],51 O.G. 3536]. Here, defendant-appellant failed to sufficiently establish the existence of an agency relation between plaintiff-appellee and STM. The fact alone that it (STM) had authorized withdrawal of sugar by plaintiff-appellee "for and in our (STM's) behalf" should not be eyed as pointing to the existence of an agency relation ...It should be viewed in the context of all the circumstances obtaining. Although it would seem STM represented plaintiff-appellee as being its agent by the use of the phrase "for and in our (STM's) behalf" the matter was cleared when on 23 January 1990, plaintiff-appellee informed defendant-appellant that SLDFR No. 1214M had been "sold and endorsed" to it by STM (Exhibit I, Records, p. 78). Further, plaintiff-appellee has shown that the 25, 000 bags of sugar covered by the SLDR No. 1214M were sold and transferred by STM to it...A conclusion that there was a valid sale and transfer to plaintiff-appellee may, therefore, be made thus capacitating plaintiff-appellee to sue in its own name, without need of joining its imputed principal STM as co-plaintiff."[24]In the instant case, it appears plain to us that private respondent CSC was a buyer of the SLDFR form, and not an agent of STM. Private respondent CSC was not subject to STM's control. The question of whether a contract is one of sale or agency depends on the intention of the parties as gathered from the whole scope and effect of the language employed.[25]That the authorization given to CSC contained the phrase "for and in our (STM's)behalf" did not establish an agency. Ultimately, what is decisive is the intention of the parties.[26]That no agency was meant to be established by the CSC and STM is clearly shown by CSC's communication to petitioner that SLDR No. 1214M had been "sold and endorsed" to it.[27]The use of the words "sold and endorsed" means that STM and CSC intended a contract of sale, and not an agency. Hence, on this score, no error was committed by the respondent appellate court when it held that CSC was not STM's agent and could independently sue petitioner.On thesecond issue,proceeding from the theory that the transactions entered into between petitioner and STM are but serial parts of one account, petitioner insists that its debt has been offset by its claim for STM's unpaid purchases, pursuant to Article 1279 of the Civil Code.[28]However, the trial court found, and the Court of Appeals concurred, that the purchase of sugar covered by SLDR No. 1214M was a separate and independent transaction; it was not a serial part of a single transaction or of one account contrary to petitioner's insistence. Evidence on record shows, without being rebutted, that petitioner had been paid for the sugar purchased under SLDR No. 1214M. Petitioner clearly had the obligation to deliver said commodity to STM or its assignee. Since said sugar had been fully paid for, petitioner and CSC, as assignee of STM, were not mutually creditors and debtors of each other. No reversible error could thereby be imputed to respondent appellate court when, it refused to apply Article 1279 of the Civil Code to the present case.Regarding the thirdissue,petitioner contends that the sale of sugar under SLDR No. 1214M is a conditional sale or a contract to sell, with title to the sugar still remaining with the vendor. Noteworthy, SLDR No. 1214Mcontains the following terms and conditions:"It is understood and agreed that by payment by buyer/trader of refined sugar and/or receipt of this document by the buyer/trader personally or through a representative,title to refined sugar is transferred to buyer/trader and delivery to him/it is deemed effected and completed(stress supplied) and buyer/trader assumes full responsibility therefore"[29]The aforequoted terms and conditions clearly show that petitioner transferred title to the sugar to the buyer or his assignee upon payment of the purchase price. Said terms clearly establish a contract of sale, not a contract to sell. Petitioner is now estopped from alleging the contrary. The contract is the law between the contracting parties.[30]And where the terms and conditions so stipulated are not contrary to law, morals, good customs, public policy or public order, the contract is valid and must be upheld.[31]Having transferred title to the sugar in question, petitioner is now obliged to deliver it to the purchaser or its assignee.As to thefourth issue,petitioner submits that STM and private respondent CSC have entered into a conspiracy to defraud it of its sugar. This conspiracy is allegedly evidenced by: (a) the fact that STM's selling price to CSC was below its purchasing price; (b) CSC's refusal to pursue its case against Teresita Ng Go; and (c) the authority given by the latter to other persons to withdraw sugar against SLDR No. 1214M after she had sold her rights under said SLDR to CSC. Petitioner prays that the doctrine of "clean hands" should be applied to preclude CSC from seeking judicial relief. However, despite careful scrutiny, we find here the records bare of convincing evidence whatsoever to support the petitioner's allegations of fraud. We are now constrained to deem this matter purely speculative, bereft of concrete proof.WHEREFORE,the instant petition is DENIED for lack of merit. Costs against petitioner.SO ORDERED.Bellosillo, (Chairman), Mendoza, Buena,andDe Leon, Jr., JJ.,concur.

SECOND DIVISION[G.R. No. 155043.September 30, 2004]ARTURO R. ABALOS,petitioner, vs.DR. GALICANO S. MACATANGAY, JR.,respondent.

D E C I S I O NTINGA,J.:The instant petition seeks a reversal of theDecisionof the Court of Appeals in CA-G.R. CV No. 48355 entitledDr. Galicano S. Macatangay, Jr. v. Arturo R. Abalos and Esther Palisoc-Abalos, promulgated on March 14, 2002.The appellate court reversed the trial courts decision which dismissed the action for specific performance filed by respondent, and ordered petitioner and his wife to execute in favor of herein respondent a deed of sale over the subject property.Spouses Arturo and Esther Abalos are the registered owners of a parcel of land with improvements located at Azucena St., Makati City consisting of about three hundred twenty-seven (327) square meters, covered by Transfer Certificate of Title (TCT) No. 145316 of the Registry of Deeds of Makati.Armed with a Special Power of Attorney dated June 2, 1988, purportedly issued by his wife, Arturo executed aReceipt and Memorandum of Agreement(RMOA) dated October 17, 1989,in favor of respondent, bindinghimself to sell to respondent the subject property and not to offer the same to any other party within thirty (30) days from date.Arturo acknowledged receipt of a check from respondent in the amount of Five Thousand Pesos (P5,000.00), representing earnest money for the subject property, the amount of which would be deducted from the purchase price of One Million Three Hundred Three Hundred Thousand Pesos (P1,300,000.00).Further, the RMOA stated that full payment would be effected as soon as possession of the property shall have been turned over to respondent.Subsequently, Arturos wife, Esther, executed a Special Power of Attorney dated October 25, 1989, appointing her sister, Bernadette Ramos, to act for and in her behalf relative to the transfer of the property to respondent. Ostensibly, a marital squabble was brewing between Arturo and Esther at the time and to protect his interest, respondent caused the annotation of his adverse claim on the title of the spouses to the property on November 14, 1989.On November 16, 1989, respondent sent a letter to Arturo and Esther informing them of his readiness and willingness to pay the full amount of the purchase price. The letter contained a demand upon the spouses to comply with their obligation to turn over possession of the property to him.On the same date, Esther, through her attorney-in-fact, executed in favor of respondent, a Contract to Sell the property to the extent of her conjugal interest therein for the sum of six hundred fifty thousand pesos (P650,000.00) less the sum already received by her and Arturo.Esther agreed to surrender possession of the property to respondent within twenty (20) days from November 16, 1989, while the latter promised to pay the balance of the purchase price in the amount of one million two hundred ninety thousand pesos (P1,290,000.00) after being placed in possession of the property.Esther also obligated herself to execute and deliver to respondent a deed of absolute sale upon full payment.In a letter dated December 7, 1989, respondent informed the spouses that he had set aside the amount of One Million Two Hundred Ninety Thousand Pesos (P1,290,000.00) as evidenced by Citibank Check No. 278107 as full payment of the purchase price.He reiterated his demand upon them to comply with their obligation to turn over possession of the property.Arturo and Esther failed to deliver the property which prompted respondent to cause the annotation of another adverse claim on TCT No. 145316.On January 12, 1990, respondent filed a complaint for specific performance with damages against petitioners.Arturo filed his answer to the complaint while his wife was declared in default.The Regional Trial Court (RTC) dismissed the complaint for specific performance. It ruled that theSpecial Power of Attorney(SPA) ostensibly issued by Esther in favor of Arturo was void as it was falsified.Hence, the court concluded that the SPA could not have authorized Arturo to sell the property to respondent.The trial court also noted that the check issued by respondent to cover the earnest money was dishonored due to insufficiency of funds and while it was replaced with another check by respondent, there is no showing that the second check was issued as payment for the earnest money on the property.On appeal taken by respondent, the Court of Appeals reversed the decision of the trial court.It ruled that the SPA in favor of Arturo, assuming that it was void, cannot affect the transaction between Esther and respondent.The appellate court ratiocinated that it was by virtue of the SPA executed by Esther, in favor of her sister, that the sale of the property to respondent was effected. On the other hand, the appellate court considered the RMOA executed by Arturo in favor of respondent valid to effect the sale of Arturos conjugal share in the property.Dissatisfied with the appellate courts disposition of the case, petitioner seeks a reversal of its decision alleging that:I.The Court of Appeals committed serious and manifest error when it decided on the appeal without affording petitioner his right to due process.II.The Court of Appeals committed serious and manifest error in reversing and setting aside the findings of fact by the trial court.III.The Court of Appeals erred in ruling that a contract to sell is a contract of sale, and in ordering petitioner to execute a registrable form of deed of sale over the property in favor of respondent.[1]Petitioner contends that he was not personally served with copies of summons, pleadings, and processes in the appeal proceedings nor was he given an opportunity to submit an appellees brief.He alleges that his counsel was in theUnited Statesfrom 1994 to June 2000, and he never received any news or communication from him after the proceedings in the trial court were terminated.Petitioner submits that he was denied due process because he was not informed of the appeal proceedings, nor given the chance to have legal representation before the appellate court.We are not convinced.The essence of due process is an opportunity to be heard.Petitioners failure to participate in the appeal proceedings is not due to a cause imputable to the appellate court but because of petitioners own neglect in ascertaining the status of his case.Petitioners counsel is equally negligent in failing to inform his client about the recent developments in the appeal proceedings.Settled is the rule that a party is bound by the conduct, negligence and mistakes of his counsel.[2]Thus, petitioners plea of denial of due process is downright baseless.Petitioner also blames the appellate court for setting aside the factual findings of the trial court and argues that factual findings of the trial court are given much weight and respect when supported by substantial evidence. He asserts that the sale between him and respondent is void for lack of consent because the SPA purportedly executed by his wife Esther is a forgery and therefore, he could not have validly sold the subject property to respondent.Next, petitioner theorizes that the RMOA he executed in favor of respondent was not perfected because the check representing the earnest money was dishonored. He adds that there is no evidence on record that the second check issued by respondent was intended to replace the first check representing payment of earnest money.Respondent admits that the subject property is co-owned by petitioner and his wife, but he objects to the allegations in the petition bearing a relation to the supposed date of the marriage of the vendors.He contends that the alleged date of marriage between petitioner and his wife is a new factual issue which was not raised nor established in the courta quo.Respondent claims that there is no basis to annul the sale freely and voluntarily entered into by the husband and the wife.The focal issue in the instant petition is whether petitioner may be compelled to convey the property to respondent under the terms of the RMOA and the Contract to Sell.At bottom, the resolution of the issue entails the ascertainment of the contractual nature of the two documents and the status of the contracts contained therein.Contracts, in general, require the presence of three essential elements: (1) consent of the contracting parties; (2) object certain which is the subject matter of the contract; and (3) cause of the obligation which is established.[3]Until the contract is perfected, it cannot, as an independent source of obligation, serve as a binding juridical relation.[4]In a contract of sale, the seller must consent to transfer ownership in exchange for the price, the subject matter must be determinate, and the price must be certain in money or its equivalent.[5]Being essentially consensual, a contract of sale is perfected at the moment there is a meeting of the minds upon the thing which is the object of the contract and upon the price.[6]However, ownership of the thing sold shall not be transferred to the vendee until actual or constructive delivery of the property.[7]On the other hand, an accepted unilateral promise which specifies the thing to be sold and the price to be paid, when coupled with a valuable consideration distinct andseparatefromtheprice,iswhatmay properly be termed a perfected contract of option.[8]An option merely grants a privilege to buy or sell within an agreed time and at a determined price.It is separate and distinct from that which the parties may enter into upon the consummation of the option.[9]A perfected contract of option does not result in the perfection or consummation of the sale; only when the option is exercised may a sale be perfected.[10]The option must, however, be supported by a consideration distinct from the price.[11]Perusing the RMOA, it signifies a unilateral offer of Arturo to sell the property to respondent for a price certain within a period of thirty days.The RMOA does not impose upon respondent an obligation to buy petitioners property, as in fact it does not even bear his signature thereon.It is quite clear that after the lapse of the thirty-day period, without respondent having exercised his option, Arturo is free to sell the property to another.This shows that the intent of Arturo is merely to grant respondent the privilege to buy the property within the period therein stated.There is nothing in the RMOA which indicates that Arturo agreed therein to transfer ownership of the land which is an essential element in a contract of sale.Unfortunately, the option is not binding upon the promissory since it is not supported by a consideration distinct from the price.[12]As a rule, the holder of the option, after accepting the promise and before he exercises his option, is not bound to buy.He is free either to buy or not to buy later.InSanchez v. Rigos[13]we ruled that in an accepted unilateral promise to sell, the promissor is not bound by his promise and may, accordingly, withdraw it, since there may be no valid contract without a cause or consideration. Pending notice of its withdrawal, his accepted promise partakes of the nature of an offer to sell which, if acceded or consented to, results in a perfected contract of sale.Even conceding for the nonce that respondent had accepted the offer within the period stated and, as a consequence, a bilateral contract of purchase and sale was perfected, the outcome would be the same.To benefit from such situation, respondent would have to pay or at least make a valid tender of payment of the price for only then could he exact compliance with the undertaking of the other party.[14]This respondent failed to do. By his own admission, he merely informed respondent spouses of his readiness and willingness to pay.The fact that he had set aside a check in the amount of One Million Two Hundred Ninety Thousand Pesos (P1,290,000.00) representing the balance of the purchase price could not help his cause.Settled is the rule that tender of payment must be made in legal tender.A check is not legal tender, and therefore cannot constitute a valid tender of payment.[15]Not having made a valid tender of payment, respondents action for specific performance must fail.With regard to the payment of Five Thousand Pesos (P5,000.00), the Court is of the view that the amount is not earnest money as the term is understood in Article 1482 which signifies proof of the perfection of the contract of sale, but merely a guarantee that respondent is really interested to buy the property.It is not the giving of earnest money, but the proof of the concurrence of all the essential elements of the contract of sale which establishes the existence of a perfected sale.[16]No reservation of ownership on the part of Arturo is necessary since, as previously stated, he has never agreed to transfer ownership of the property to respondent.Granting for the sake of argument that the RMOA is a contract of sale, the same would still be void not only for want of consideration and absence of respondents signature thereon, but also for lack of Esthers conformity thereto.Quite glaring is the absence of the signature of Esther in the RMOA, which proves that she did not give her consent to the transaction initiated by Arturo. The husband cannot alienate any real property of the conjugal partnership without the wifes consent.[17]However, it was the Contract to Sell executed by Esther through her attorney-in-fact which the Court of Appeals made full use of.Holding that the contract is valid, the appellate court explained that while Esther did not authorize Arturo to sell the property, her execution of the SPA authorizing her sister to sell the land to respondent clearly shows her intention to convey her interest in favor of respondent. In effect, the court declared that the lack of Esthers consent to the sale made by Arturo was cured by her subsequent conveyance of her interest in the property through her attorney-in-fact.We do not share the ruling.The nullity of the RMOA as a contract of sale emanates not only from lack of Esthers consent thereto but also from want of consideration and absence of respondents signature thereon.Such nullity cannot be obliterated by Esthers subsequent confirmation of the putative transaction as expressed in the Contract to Sell.Under the law, a void contract cannot be ratified[18]and the action or defense for the declaration of the inexistence of a contract does not prescribe.[19]A void contract produces no effect either against or in favor of anyoneit cannot create, modify or extinguish the juridical relation to which it refers.[20]True, in the Contract to Sell, Esther made reference to the earlier RMOA executed by Arturo in favor of respondent.However, the RMOA which Arturo signed is different from the deed which Esther executed through her attorney-in-fact.For one, the first is sought to be enforced as a contract of sale while the second is purportedly a contract to sell only.For another, the terms and conditions as to the issuance of title and delivery of possession are divergent.The congruence of the wills of the spouses is essential for the valid disposition of conjugal property.Where the conveyance is contained in the same document which bears the conformity of both husband and wife, there could be no question on the validity of the transaction. But when there are two documents on which the signatures of the spouses separately appear, textual concordance of the documents is indispensable. Hence, in this case where the wifes putative consent to the sale of conjugal property appears in a separate document which does not, however, contain the same terms and conditions as in the first document signed by the husband, a valid transaction could not have arisen.Quite a bit of elucidation on the conjugal partnership of gains is in order.Arturo and Esther appear to have been married before the effectivity of the Family Code.There being no indication that they have adopted a different property regime, their property relations would automatically be governed by the regime of conjugal partnership of gains.[21]The subject land which had been admittedly acquired during the marriage of the spouses forms part of their conjugal partnership.[22]Under the Civil Code, the husband is the administrator of the conjugal partnership.This right is clearly granted to him by law.[23]More, the husband is the sole administrator.The wife is not entitled as of right to joint administration.[24]The husband, even if he is statutorily designated as administrator of the conjugal partnership, cannot validly alienate or encumber any real property of the conjugal partnership without the wifes consent.[25]Similarly, the wife cannot dispose of any property belonging to the conjugal partnership without the conformity of the husband. The law is explicit that the wife cannot bind the conjugal partnership without the husbands consent, except in cases provided by law.[26]More significantly, it has been held that prior to the liquidation of the conjugal partnership, the interest of each spouse in the conjugal assets is inchoate, a mere expectancy, which constitutes neither a legal nor an equitable estate, and does not ripen into title until it appears that there are assets in the community as a result of the liquidation and settlement.The interest of each spouse is limited to the net remainder orremanente liquido(haber ganancial) resulting from the liquidation of the affairs of the partnership after its dissolution.[27]Thus, the right of the husband or wife to one-half of the conjugal assets does not vest until the dissolution and liquidation of the conjugal partnership, or after dissolution of the marriage, when it is finally determined that, after settlement of conjugal obligations, there are net assets left which can be divided between the spouses or their respective heirs.[28]In not a few cases, we ruled that the sale by the husband of property belonging to the conjugal partnership without the consent of the wife when there is no showing that the latter is incapacitated is voidab initiobecause it is in contravention of the mandatory requirements of Article 166 of the Civil Code.[29]Since Article 166 of the Civil Code requires the consent of the wife before the husband may alienate or encumber any real property of the conjugal partnership, it follows that acts or transactions executed against this mandatory provision are void except when the law itself authorizes their validity.[30]Quite recently, inSan Juan Structural and Steel Fabricators, Inc. v. Court of Appeals,[31]we ruled that neither spouse could alienate in favor of another, his or her interest in the partnership or in any property belonging to it, or ask for partition of the properties before the partnership itself had been legally dissolved.Nonetheless, alienation of the share of each spouse in the conjugal partnership could be had after separation of property of the spouses during the marriage had been judicially decreed, upon their petition for any of the causes specified in Article 191[32]of the Civil Code in relation to Article 214[33]thereof.As an exception, the husband may dispose of conjugal property without the wifes consent if such sale is necessary to answer for conjugal liabilities mentioned in Articles 161 and 162 of the Civil Code.[34]InTinitigan v. Tinitigan, Sr.,[35]the Court ruled that the husband may sell property belonging to the conjugal partnership even without the consent of the wife if the sale is necessary to answer for a big conjugal liability which might endanger the familys economic standing.This is one instance where the wifes consent is not required and, impliedly, no judicial intervention is necessary.Significantly, the Family Code has introduced some changes particularly on the aspect of the administration of the conjugal partnership. The new law provides that the administration of the conjugal partnership is now a joint undertaking of the husband and the wife.In the event that one spouse is incapacitated or otherwise unable to participate in the administration of the conjugal partnership, the other spouse may assume sole powers of administration. However, the power of administration does not include the power to dispose or encumber property belonging to the conjugal partnership.[36]In all instances, the present law specifically requires the written consent of the other spouse, or authority of the court for the disposition or encumbrance of conjugal partnership property without which, the disposition or encumbrance shall be void.[37]Inescapably, herein petitioners action for specific performance must fail. Even on the supposition that the parties only disposed of their respective shares in the property, the sale, assuming that it exists, is still void for as previously stated, the right of the husband or the wife to one-half of the conjugal assets does not vest until the liquidation of the conjugal partnership.Nemo dat qui non habet.No one can give what he has not.WHEREFORE, the appealedDecisionis hereby REVERSED and SET ASIDE.The complaint in Civil Case No. 90-106 of the Regional Trial Court of Makati is ordered DISMISSED.No pronouncement as to costs.SO ORDERED.Puno, (Chairman), Austria-Martinez,andCallejo, Sr., JJ.,concur.Chico-Nazario, J.,on leave.

THIRD DIVISIONG.R. No. 158907 February 12, 2007EDUARDO B. OLAGUER,Petitioner,vs.EMILIO PURUGGANAN, JR. AND RAUL LOCSIN,Respondents.D E C I S I O NCHICO-NAZARIO,J.:This is a Petition for Review on Certiorari, under Rule 45 of the Rules of Court, assailing the Decision,1dated 30 June 2003, promulgated by the Court of Appeals, affirming the Decision of the Regional Trial Court, dated 26 July 1995, dismissing the petitioners suit.The parties presented conflicting accounts of the facts.EDUARDO B. OLAGUERS VERSIONPetitioner Eduardo B. Olaguer alleges that he was the owner of 60,000 shares of stock of Businessday Corporation (Businessday) with a total par value ofP600,000.00, with Certificates of Stock No. 005, No. 028, No. 034, No. 070, and No. 100.2At the time he was employed with the corporation as Executive Vice-President of Businessday, and President of Businessday Information Systems and Services and of Businessday Marketing Corporation, petitioner, together with respondent Raul Locsin (Locsin) and Enrique Joaquin (Joaquin), was active in the political opposition against the Marcos dictatorship.3Anticipating the possibility that petitioner would be arrested and detained by the Marcos military, Locsin, Joaquin, and Hector Holifea had an unwritten agreement that, in the event that petitioner was arrested, they would support the petitioners family by the continued payment of his salary.4Petitioner also executed a Special Power of Attorney (SPA), on 26 May 1979, appointing as his attorneys-in-fact Locsin, Joaquin and Hofilea for the purpose of selling or transferring petitioners shares of stock with Businessday. During the trial, petitioner testified that he agreed to execute the SPA in order to cancel his shares of stock, even before they are sold, for the purpose of concealing that he was a stockholder of Businessday, in the event of a military crackdown against the opposition.5The parties acknowledged the SPA before respondent Emilio Purugganan, Jr., who was then the Corporate Secretary of Businessday, and at the same time, a notary public for Quezon City.6On 24 December 1979, petitioner was arrested by the Marcos military by virtue of an Arrest, Search and Seizure Order and detained for allegedly committing arson. During the petitioners detention, respondent Locsin ordered fellow respondent Purugganan to cancel the petitioners shares in the books of the corporation and to transfer them to respondent Locsins name.7As part of his scheme to defraud the petitioner, respondent Locsin sent Rebecca Fernando, an employee of Businessday, to Camp Crame where the petitioner was detained, to pretend to borrow Certificate of Stock No. 100 for the purpose of using it as additional collateral for Businessdays then outstanding loan with the National Investment and Development Corporation. When Fernando returned the borrowed stock certificate, the word "cancelled" was already written therein. When the petitioner became upset, Fernando explained that this was merely a mistake committed by respondent Locsins secretary.8During the trial, petitioner also agreed to stipulate that from 1980 to 1982, Businessday made regular deposits, each amounting toP10,000.00, to the Metropolitan Bank and Trust Company accounts of Manuel and Genaro Pantig, petitioners in-laws. The deposits were made on every 15th and 30th of the month.9Petitioner alleged that these funds consisted of his monthly salary, which Businessday agreed to continue paying after his arrest for the financial support of his family.10After receiving a total ofP600,000.00, the payments stopped. Thereafter, respondent Locsin and Fernando went to ask petitioner to endorse and deliver the rest of his stock certificates to respondent Locsin, but petitioner refused.11On 16 January 1986, petitioner was finally released from detention. He then discovered that he was no longer registered as stockholder of Businessday in its corporate books. He also learned that Purugganan, as the Corporate Secretary of Businessday, had already recorded the transfer of shares in favor of respondent Locsin, while petitioner was detained. When petitioner demanded that respondents restore to him full ownership of his shares of stock, they refused to do so. On 29 July 1986, petitioner filed a Complaint before the trial court against respondents Purugganan and Locsin to declare as illegal the sale of the shares of stock, to restore to the petitioner full ownership of the shares, and payment of damages.12RESPONDENT RAUL LOCSINS VERSIONIn his version of the facts, respondent Locsin contended that petitioner approached him and requested him to sell, and, if necessary, buy petitioners shares of stock in Businessday, to assure support for petitioners family in the event that something should happen to him, particularly if he was jailed, exiled or forced to go underground.13At the time petitioner was employed with Businessday, respondent Locsin was unaware that petitioner was part of a group, Light-a-Fire Movement, which actively sought the overthrow of the Marcos government through an armed struggle.14He denied that he made any arrangements to continue paying the petitioners salary in the event of the latters imprisonment.15When petitioner was detained, respondent Locsin tried to sell petitioners shares, but nobody wanted to buy them. Petitioners reputation as an oppositionist resulted in the poor financial condition of Businessday and discouraged any buyers for the shares of stock.16In view of petitioners previous instructions, respondent Locsin decided to buy the shares himself.1awphi1.netAlthough the capital deficiency suffered by Businessday caused the book value of the shares to plummet below par value, respondent Locsin, nevertheless, bought the shares at par value.17However, he had to borrow from Businessday the funds he used in purchasing the shares from petitioner, and had to pay the petitioner in installments ofP10,000.00 every 15th and 30th of each month.18The trial court in its Decision, dated 26 July 1995, dismissed the Complaint filed by the petitioner. It ruled that the sale of shares between petitioner and respondent Locsin was valid. The trial court concluded that petitioner had intended to sell the shares of stock to anyone, including respondent Locsin, in order to provide for the needs of his family should he be jailed or forced to go underground; and that the SPA drafted by the petitioner empowered respondent Locsin, and two other agents, to sell the shares for such price and under such terms and conditions that the agents may deem proper. It further found that petitioner consented to have respondent Locsin buy the shares himself. It also ruled that petitioner, through his wife, received from respondent Locsin the amount ofP600,000.00 as payment for the shares of stock.19The dispositive part of the trial courts Decision reads:WHEREFORE, for failure of the [herein petitioner] to prove by preponderance of evidence, his causes of action and of the facts alleged in his complaint, the instant suit is hereby ordered DISMISSED, without pronouncement as to costs.[Herein respondents] counterclaims, however, are hereby DISMISSED, likewise, for dearth of substantial evidentiary support.20On appeal, the Court of Appeals affirmed the Decision of the trial court that there was a perfected contract of sale.21It further ruled that granting that there was no perfected contract of sale, petitioner, nevertheless, ratified the sale to respondent Locsin by his receipt of the purchase price, and his failure to raise any protest over the said sale.22The Court of Appeals refused to credit the petitioners allegation that the money his wife received constituted his salary from Businessday since the amount he received as his salary,P24,000.00 per month, did not correspond to the amount he received during his detention,P20,000.00 per month (deposits ofP1