562 Supreme Court Reports Annotated: Consolidated Bank and Trust Corporation vs. Court of Appeals

8/26/2019 SUPREME COURT REPORTS ANNOTATED VOLUME 410
562 SUPREME COURT REPORTS ANNOTATED

Consolidated Bank and Trust Corporation vs. Court of Appeals
*
G.R. No. 138569. September 11, 2003.
THE CONSOLIDATED BANK and TRUST CORPORATION,

petitioner, vs. COURT OF APPEALS and L.C. DIAZ and
COMPANY, CPA’s, respondents.
Banks and Banking; Loans; The contract between a bank and its
depositor is governed by the provisions of the Civil Code on simple loan.—
The contract between the bank and its depositor is governed by the
provisions of the Civil Code on simple loan. Article 1980 of the Civil Code
expressly provides that “x x x savings x x x deposits of money in banks and
similar institutions shall be governed by the provisions concerning simple
loan.” There is a debtor-creditor relationship between the bank and its
depositor. The bank is the debtor and the depositor is the creditor. The
depositor lends the bank money and the bank agrees to pay the depositor on
demand. The savings deposit agreement between the bank and the depositor
is the contract that determines the rights and obligations of the parties.
Same; Same; General Banking Act of 2000 (R.A. No. 8791); The new
provision in the general banking law, that the State recognizes the
“fiduciary nature of banking that requires high standards of integrity and
performance,” introduced in 2000, is a statutory affirmation of Supreme
Court decisions, starting with the 1990 case of Simex International v. Court
of Appeals, 183 SCRA 360.—The law imposes on banks high standards in
view of the fiduciary nature of banking. Section 2 of Republic Act No. 8791
(“RA 8791”), which took effect on 13 June 2000, declares that the State
recognizes the “fiduciary nature of banking that requires high standards of
integrity and performance.” This new provision in the general banking law,
introduced in 2000, is a statutory affirmation of Supreme Court decisions,
starting with the 1990 case of Simex International v. Court of Appeals,
holding that “the bank is under obligation to treat the accounts of its
depositors with meticulous care, always having in mind the fiduciary nature
of their relationship.”
Same; Same; Same; The fiduciary relationship means that the bank’s
obligation to observe “high standards of integrity and performance” is
deemed written into every deposit agreement between a bank and its
depositor; Although RA 8791 took effect almost nine years after the
unauthorized withdrawal in the instant case, jurisprudence at the time of the
www.central.com.ph/sfsreader/session/0000016ccbee4bad805f6e72003600fb002c009e/t/?o=False 1/22
withdrawal already imposed on banks the same high standard of diligence

required under R.A. 8791.—This fiduciary relationship means that the
bank’s obligation to observe “high standards of integrity and performance”
is deemed written into every deposit agreement between a bank and its
depositor.
_______________
* FIRST DIVISION.
563
VOL. 410, SEPTEMBER 11, 2003 563
The fiduciary nature of banking requires banks to assume a degree of

diligence higher than that of a good father of a family. Article 1172 of the
Civil Code states that the degree of diligence required of an obligor is that
prescribed by law or contract, and absent such stipulation then the diligence
of a good father of a family. Section 2 of RA 8791 prescribes the statutory
diligence required from banks—that banks must observe “high standards of
integrity and performance” in servicing their depositors. Although RA 8791
took effect almost nine years after the unauthorized withdrawal of the
P300,000 from L.C. Diaz’s savings account, jurisprudence at the time of the
withdrawal already imposed on banks the same high standard of diligence
required under RA No. 8791.
Same; Same; Same; The fiduciary nature of a bank-depositor
relationship does not convert the contract between the bank and its
depositors from a simple loan to a trust agreement, whether express or
implied—the law simply imposes on the bank a higher standard of integrity
and performance in complying with its obligations under the contract of
simple loan, beyond those required of non-bank debtors under a similar
contract of simple loan; The fiduciary nature of banking does not convert a
simple loan into a trust agreement because banks do not accept deposits to
enrich depositors but to earn money for themselves.—The fiduciary nature
of a bank-depositor relationship does not convert the contract between the
bank and its depositors from a simple loan to a trust agreement, whether
express or implied. Failure by the bank to pay the depositor is failure to pay
a simple loan, and not a breach of trust. The law simply imposes on the bank
a higher standard of integrity and performance in complying with its
obligations under the contract of simple loan, beyond those required of non-
bank debtors under a similar contract of simple loan. The fiduciary nature of
banking does not convert a simple loan into a trust agreement because banks
do not accept deposits to enrich depositors but to earn money for
themselves. The law allows banks to offer the lowest possible interest rate to
depositors while charging the highest possible interest rate on their own
borrowers. The interest spread or differential belongs to the bank and not to
the depositors who are not cestui que trust of banks. If depositors are cestui
que trust of banks, then the interest spread or income belongs to the
depositors, a situation that Congress certainly did not intend in enacting
Section 2 of RA 8791.
Same; Negligence; Bank tellers must exercise a high degree of
diligence in insuring that they return the passbook only to the depositor or
to his authorized representative.—Likewise, Solidbank’s tellers must
exercise a high degree of diligence in insuring that they return the passbook
only to the depositor or his authorized representative. The tellers know, or
should know, that the rules on savings account provide that any person in
possession of the passbook is presumptively its owner. If the tellers give the
passbook to the wrong person, they would be clothing that person pre-
564
sumptive ownership of the passbook, facilitating unauthorized withdrawals

by that person. For failing to return the passbook to Calapre, the authorized
representative of L.C. Diaz, Solidbank and Teller No. 6 presumptively failed
to observe such high degree of diligence in safeguarding the passbook, and
in insuring its return to the party authorized to receive the same.
Same; Same; Culpa Contractual; Culpa Aquiliana; While in culpa
contractual, once the plaintiff proves a breach of contract, there is a
presumption that the defendant was at fault or negligent and the burden is
on the defendant to prove that he was not at fault or negligent, in culpa
aquiliana the plaintiff has the burden of proving that the defendant was
negligent.—In culpa contractual, once the plaintiff proves a breach of
contract, there is a presumption that the defendant was at fault or negligent.
The burden is on the defendant to prove that he was not at fault or negligent.
In contrast, in culpa aquiliana the plaintiff has the burden of proving that
the defendant was negligent. In the present case, L.C. Diaz has established
that Solidbank breached its contractual obligation to return the passbook
only to the authorized representative of L.C. Diaz. There is thus a
presumption that Solidbank was at fault and its teller was negligent in not
returning the passbook to Calapre. The burden was on Solidbank to prove
that there was no negligence on its part or its employees.
Same; Same; Same; Same; The defense of exercising the required
diligence in the selection and supervision of employees is not a complete
defense in culpa contractual, unlike in culpa aquiliana.—Solidbank is
bound by the negligence of its employees under the principle of respondeat
superior or command responsibility. The defense of exercising the required

diligence in the selection and supervision of employees is not a complete
defense in culpa contractual, unlike in culpa aquiliana. The bank must not
only exercise “high standards of integrity and performance,” it must also
insure that its employees do likewise because this is the only way to insure
that the bank will comply with its fiduciary duty. Solidbank failed to present
the teller who had the duty to return to Calapre the passbook, and thus failed
to prove that this teller exercised the “high standards of integrity and
performance” required of Solidbank’s employees.
Same; Same; Words and Phrases; “Proximate Cause,” Explained.—
Proximate cause is that cause which, in natural and continuous sequence,
unbroken by any efficient intervening cause, produces the injury and
without which the result would not have occurred. Proximate cause is
determined by the facts of each case upon mixed considerations of logic,
common sense, policy and precedent.
Same; Same; There is no law mandating banks to call up their clients
whenever their representatives withdraw significant amounts from their
565
VOL. 410, SEPTEMBER 11, 2003 565
accounts.—There is no law mandating banks to call up their clients

whenever their representatives withdraw significant amounts from their
accounts. L.C. Diaz therefore had the burden to prove that it is the usual
practice of Solidbank to call up its clients to verify a withdrawal of a large
amount of money. L.C. Diaz failed to do so.
Same; Same; Words and Phrases; “Doctrine of Last Clear Chance,”
Explained.—The doctrine of last clear chance states that where both parties
are negligent but the negligent act of one is appreciably later than that of the
other, or where it is impossible to determine whose fault or negligence
caused the loss, the one who had the last clear opportunity to avoid the loss
but failed to do so, is chargeable with the loss. Stated differently, the
antecedent negligence of the plaintiff does not preclude him from recovering
damages caused by the supervening negligence of the defendant, who had
the last fair chance to prevent the impending harm by the exercise of due
diligence.
Same; Same; Doctrine of last clear chance not applicable in a case of
culpa contractual.—We do not apply the doctrine of last clear chance to the
present case. Solidbank is liable for breach of contract due to negligence in
the performance of its contractual obligation to L.C. Diaz. This is a case of
culpa contractual, where neither the contributory negligence of the plaintiff
nor his last clear chance to avoid the loss, would exonerate the defendant
from liability. Such contributory negligence or last clear chance by the

plaintiff merely serves to reduce the recovery of damages by the plaintiff but
does not exculpate the defendant from his breach of contract.
Same; Same; Damages; Pursuant to Article 1172 of the Civil Code, if
the defendant bank exercised the proper diligence in the selection and
supervision of its employee, or if the plaintiff depositor was guilty of
contributory negligence, the courts may reduce the award of damages;
Where the depositor is guilty of contributory negligence, damages may be
allocated between the depositor and the bank on a 40-60 ratio.—Under
Article 1172, “liability (for culpa contractual) may be regulated by the
courts, according to the circumstances.” This means that if the defendant
exercised the proper diligence in the selection and supervision of its
employee, or if the plaintiff was guilty of contributory negligence, then the
courts may reduce the award of damages. In this case, L.C. Diaz was guilty
of contributory negligence in allowing a withdrawal slip signed by its
authorized signatories to fall into the hands of an impostor. Thus, the
liability of Solidbank should be reduced. In Philippine Bank of Commerce v.
Court of Appeals, where the Court held the depositor guilty of contributory
negligence, we allocated the damages between the depositor and the bank
on a 40-60 ratio. Applying the same ruling to this case, we hold that L.C.
Diaz must shoulder 40% of the actual damages awarded by the appellate
court. Solidbank must pay the other 60% of the actual damages.
566

PETITION for review on certiorari of the decision and resolution of

the Court of Appeals.
The facts are stated in the opinion of the Court.

Delos Reyes, Banaga, Briones & Associates for petitioner.
R.P. Cinco & R.R. Nacorda for private respondent.
CARPIO, J.:
The Case
1
Before us is a petition for review of the Decision of the Court of
Appeals dated 27 October 1998 and its Resolution 2
dated 11 May
1999. The assailed decision reversed the Decision of the Regional
Trial Court of Manila, Branch 8, absolving petitioner Consolidated
Bank and Trust Corporation, now known as Solidbank Corporation
(“Solidbank”), of any liability. The questioned resolution of the
appellate court denied the motion for reconsideration of Solidbank
but modified the decision by deleting the award of exemplary

damages, attorney’s fees, expenses of litigation and cost of suit.
The Facts
Solidbank is a domestic banking corporation organized and existing

under Philippine laws. Private respondent L.C. Diaz and Company,
CPA’s (“L.C. Diaz”), is a professional partnership engaged in the
practice of accounting.
Sometime in March 1976, L.C. Diaz opened a savings account
with Solidbank, designated as Savings Account No. S/A 200-16872-
6.
On 14 August 1991, L.C. Diaz through its cashier, Mercedes
Macaraya (“Macaraya”), filled up a savings (cash) deposit slip for
P990 and a savings (checks) deposit slip for P50. Macaraya
instructed the messenger of L.C. Diaz, Ismael Calapre (“Calapre”),
to
_______________
1 Penned by Associate Justice Eugenio S. Labitoria with Associate Justices Jesus

M. Elbinias, Marina L. Buzon, Godardo A. Jacinto and Candido V. Rivera,
concurring, Fourth Division (Special Division of Five Justices).
2 Penned by Judge Felixberto T. Olalia, Jr.
567
VOL. 410, SEPTEMBER 11, 2003 567

deposit the money with Solidbank. Macaraya also gave Calapre the
Solidbank passbook.
Calapre went to Solidbank and presented to Teller No. 6 the two
deposit slips and the passbook. The teller acknowledged receipt of
the deposit by returning to Calapre the duplicate copies of the two
deposit slips. Teller No. 6 stamped the deposit slips with the words
“DUPLICATE” and “SAVING TELLER 6 SOLIDBANK HEAD
OFFICE.” Since the transaction took time and Calapre had to make
another deposit for L.C. Diaz with Allied Bank, he left the passbook
with Solidbank. Calapre then went to Allied Bank. When Calapre
returned to Solidbank to retrieve the passbook,3 Teller No. 6
informed him that “somebody got the passbook.” Calapre went
back to L.C. Diaz and reported the incident to Macaraya.
Macaraya immediately prepared a deposit slip in duplicate copies
with a check of P200,000. Macaraya, together with Calapre, went to
Solidbank and presented to Teller No. 6 the deposit slip and check.
The teller stamped the words “DUPLICATE” and “SAVING
TELLER 6 SOLIDBANK HEAD OFFICE” on the duplicate copy of
the deposit slip. When Macaraya asked for the passbook, Teller No.
6 told Macaraya that someone got the passbook but she could not
remember to whom she gave the passbook. When Macaraya asked
Teller No. 6 if Calapre got the passbook, Teller No. 6 answered that
someone shorter than Calapre got the passbook. Calapre was then
standing beside Macaraya.
Teller No. 6 handed to Macaraya a deposit slip dated 14 August
1991 for the deposit of a check for P90,000 drawn on Philippine
Banking Corporation (“PBC”). This4
PBC check of L.C. Diaz was a
check that it had “long closed.” PBC subsequently dishonored the
check because of insufficient funds and because the signature in the
check differed from PBC’s specimen signature. Failing to get back
the passbook, Macaraya went back to her office and reported the
matter to the Personnel Manager of L.C. Diaz, Emmanuel Alvarez.
The following day, 15 August 1991, L.C. Diaz through its Chief
Executive Officer, Luis C. Diaz (“Diaz”), called up Solidbank to
stop any transaction using the same passbook until L.C. Diaz could
_______________
3 Rollo, p. 119.
4 Ibid., p. 229. The account must have been long dormant.
568

5
open a new account. On the same day, Diaz formally wrote
Solidbank to make the same request. It was also on the same day
that L.C. Diaz learned of the unauthorized withdrawal the day
before, 14 August 1991, of P300,000 from its savings account. The
withdrawal slip for the P300,000 bore the signatures of the
authorized signatories of L.C. Diaz, namely Diaz and Rustico L.
Murillo. The signatories, however, denied signing the withdrawal
slip. A certain Noel Tamayo
6
received the P300,000.
In an Information dated 5 September 1991, L.C. Diaz charged its
messenger, Emerano Ilagan (“Ilagan”) and one Roscon Verdazola
with Estafa through Falsification of Commercial Document. The
Regional Trial Court of Manila dismissed the criminal case after the
City Prosecutor filed a Motion to Dismiss on 4 August 1992.
On 24 August 1992, L.C. Diaz through its counsel demanded
from Solidbank the return of its money. 7Solidbank refused. On 25
August 1992, L.C. Diaz filed a Complaint for Recovery of a Sum of
Money against Solidbank with the Regional Trial Court of Manila,
Branch 8. After trial, the trial court rendered on 28 December 1994 a
decision absolving Solidbank and dismissing the complaint.
8
8
L.C. Diaz then appealed to the Court of Appeals. On 27 October
1998, the Court of Appeals issued its Decision reversing the
decision of the trial court.
On 11 May 1999, the Court of Appeals issued its Resolution
denying the motion for reconsideration of Solidbank. The appellate
court, however, modified its decision by deleting the award of
exemplary damages and attorney’s fees.
The Ruling of the Trial Court
In absolving Solidbank, the trial court applied the rules on savings

account written on the passbook. The rules state that “possession of
this book shall raise the presumption of ownership and any payment
or payments made by the bank upon the production of the
_______________
5 Records, p. 9.
6 Ibid., p. 34.
7 Docketed as Civil Case No. 92-62384.
8 Docketed as CA-G.R. CV No. 49243.
569
VOL. 410, SEPTEMBER 11, 2003 569

said book and entry therein of the withdrawal 9

shall have the same
effect as if made to the depositor personally.”
At the time of the withdrawal, a certain Noel Tamayo was not
only in possession of the passbook, he also presented a withdrawal
slip with the signatures of the authorized signatories of L.C. Diaz.
The specimen signatures of these persons were in the signature
cards. The teller stamped the withdrawal slip with the words
“Saving Teller No. 5.” The teller then passed on the withdrawal slip
to Genere Manuel (“Manuel”) for authentication. Manuel verified
the signatures on the withdrawal slip. The withdrawal slip was then
given to another officer who compared the signatures on the
withdrawal slip with the specimen on the signature cards. The trial
court concluded that Solidbank acted with care and observed the
rules on savings account when it allowed the withdrawal of
P300,000 from the savings account of L.C. Diaz.
The trial court pointed out that the burden of proof now shifted to
L.C. Diaz to prove that the signatures on the withdrawal slip were
forged. The trial court admonished L.C. Diaz for not offering in
evidence the National Bureau of Investigation (“NBI”) report on the
authenticity of the signatures on the withdrawal slip for P300,000.
The trial court believed that L.C. Diaz did not offer this evidence
because it is derogatory to its action.
Another provision of the rules on savings account states 10that the
depositor must keep the passbook “under lock and key.” When
another person presents the passbook for withdrawal prior to
Solidbank’s receipt of the notice of loss of the passbook, that person
is considered as the owner of the passbook. The trial court ruled that
the passbook presented during the questioned transaction was “now
out of the lock
11
and key and presumptively ready for a business
transaction.”
Solidbank did not have any participation in the custody and care
of the passbook. The trial court believed that Solidbank’s act of
allowing the withdrawal of P300,000 was not the direct and
proximate cause of the loss. The trial court held that L.C. Diaz’s
negligence caused the unauthorized withdrawal. Three facts
establish L.C. Diaz’s negligence: (1) the possession of the passbook
by a per-
_______________
9 Rollo, p. 231.
10 Ibid., p. 233.
11 Ibid., p. 60.
570

son other than the depositor L.C. Diaz; (2) the presentation of a
signed withdrawal receipt by an unauthorized person; and (3) the
possession by an unauthorized person of a PBC check “long closed”
by L.C. Diaz, which check was deposited on the day of the
fraudulent withdrawal.
The trial court debunked L.C. Diaz’s contention that Solidbank
did not follow the precautionary procedures observed by the two
parties whenever L.C. Diaz withdrew significant amounts from its
account. L.C. Diaz claimed that a letter must accompany
withdrawals of more than P20,000. The letter must request
Solidbank to allow the withdrawal and convert the amount to a
manager’s check. The bearer must also have a letter-authorizing him
to withdraw the same amount. Another person driving a car must
accompany the bearer so that he would not walk from Solidbank to
the office in making the withdrawal. The trial court pointed out that
L.C. Diaz disregarded these precautions in its past withdrawal. On
16 July 1991, L.C. Diaz withdrew P82,554 without any separate
letter of authorization or any communication with Solidbank that the
money be converted into a manager’s check.
The trial court further justified the dismissal of the complaint by

holding that the case was a last ditch effort of L.C. Diaz to recover
P300,000 after the dismissal of the criminal case against Ilagan.
The dispositive portion of the decision of the trial court reads:
“IN VIEW OF THE FOREGOING, judgment is hereby rendered

DISMISSING the complaint.
The Court further renders judgment in favor of defendant bank pursuant
to its counterclaim the amount of Thirty Thousand Pesos (P30,000.00) as
attorney’s fees.
With costs against12 plaintiff.
SO ORDERED.”
The Ruling of the Court of Appeals
The Court of Appeals ruled that Solidbank’s negligence was the

proximate cause of the unauthorized withdrawal of P300,000 from
the savings account of L.C. Diaz. The appellate court reached this
_______________
12 Ibid., p. 66.
571
VOL. 410, SEPTEMBER 11, 2003 571

conclusion after applying the provision of the Civil Code on

quasidelict, to wit:
Article 2176. Whoever by act or omission causes damage to another, there

being fault or negligence, is obliged to pay for the damage done. Such fault
or negligence, if there is no pre-existing contractual relation between the
parties, is called a quasi-delict and is governed by the provisions of this
chapter.
The appellate court held that the three elements of a quasi-delict are
present in this case, namely: (a) damages suffered by the plaintiff;
(b) fault or negligence of the defendant, or some other person for
whose acts he must respond; and (c) the connection of cause and
effect between the fault or negligence of the defendant and the
damage incurred by the plaintiff.
The Court of Appeals pointed out that the teller of Solidbank
who received the withdrawal slip for P300,000 allowed the
withdrawal without making the necessary inquiry. The appellate
court stated that the teller, who was not presented by Solidbank
during trial, should have called up the depositor because the money
to be withdrawn was a significant amount. Had the teller called up

L.C. Diaz, Solidbank would have known that the withdrawal was
unauthorized. The teller did not even verify the identity of the
impostor who made the withdrawal. Thus, the appellate court found
Solidbank liable for its negligence in the selection and supervision
of its employees.
The appellate court ruled that while L.C. Diaz was also negligent
in entrusting its deposits to its messenger and its messenger in
leaving the passbook with the teller, Solidbank could not escape
liability because of the doctrine of “last clear chance.” Solidbank
could have averted the injury suffered by L.C. Diaz had it called up
L.C. Diaz to verify the withdrawal.
The appellate court ruled that the degree of diligence required
from Solidbank is more than that of a good father of a family. The
business and functions of banks are affected with public interest.
Banks are obligated to treat the accounts of their depositors with
meticulous care, always having in mind the fiduciary nature of their
relationship with their clients. The Court of Appeals found
Solidbank remiss in its duty, violating its fiduciary relationship with
L.C. Diaz.
572

The dispositive portion of the decision of the Court of Appeals

reads:
“WHEREFORE, premises considered, the decision appealed from is hereby

REVERSED and a new one entered.
1. Ordering defendant-appellee Consolidated Bank and Trust

Corporation to pay plaintiff-appellant the sum of Three Hundred
Thousand Pesos (P300,000.00), with interest thereon at the rate of
12% per annum from the date of filing of the complaint until paid,
the sum of P20,000.00 as exemplary damages, and P20,000.00 as
attorney’s fees and expenses of litigation as well as the cost of suit;
and
2. Ordering the dismissal of defendant-appellee’s counterclaim in the
amount of P30,000.00 as attorney’s fees.
13
SO ORDERED.”
Acting on the motion for reconsideration of Solidbank, the appellate

court affirmed its decision but modified the award of damages. The
appellate court deleted the award of 14 exemplary damages and
attorney’s fees. Invoking Article 2231 of the Civil Code, the
appellate court ruled that exemplary damages could be granted if the
defendant acted with gross negligence. Since Solidbank was guilty

of simple negligence only, the award of exemplary damages was not
justified. Consequently, the award of attorney’s fees was also
disallowed pursuant to Article 2208 of the Civil Code. The expenses
of litigation and cost of suit were also not imposed on Solidbank.
The dispositive portion of the Resolution reads as follows:
“WHEREFORE, foregoing considered, our decision dated October 27, 1998

is affirmed with modification by deleting the award of exemplary damages
and attorney’s fees, expenses
15
of litigation and cost of suit.
SO ORDERED.”
Hence, this petition.
_______________
13 Rollo, pp. 49-50.

14 Art. 2231. In quasi-delicts, exemplary damages may be granted if the defendant
acted with gross negligence.
15 Rollo, p. 43.
573
VOL. 410, SEPTEMBER 11, 2003 573

The Issues
Solidbank seeks the review of the decision and resolution of the

Court of Appeals on these grounds:
I. THE COURT OF APPEALS ERRED IN HOLDING THAT

PETITIONER BANK SHOULD SUFFER THE LOSS
BECAUSE ITS TELLER SHOULD HAVE FIRST
CALLED PRIVATE RESPONDENT BY TELEPHONE
BEFORE IT ALLOWED THE WITHDRAWAL OF
P300,000.00 TO RESPONDENT’S MESSENGER
EMERANO ILAGAN, SINCE THERE IS NO
AGREEMENT BETWEEN THE PARTIES IN THE
OPERATION OF THE SAVINGS ACCOUNT, NOR IS
THERE ANY BANKING LAW, WHICH MANDATES
THAT A BANK TELLER SHOULD FIRST CALL UP
THE DEPOSITOR BEFORE ALLOWING A
WITHDRAWAL OF A BIG AMOUNT IN A SAVINGS
ACCOUNT.
II. THE COURT OF APPEALS ERRED IN APPLYING THE
DOCTRINE OF LAST CLEAR CHANCE AND IN
HOLDING THAT PETITIONER BANK’S TELLER HAD

THE LAST OPPORTUNITY TO WITHHOLD THE
WITHDRAWAL WHEN IT IS UNDISPUTED THAT THE
TWO SIGNATURES OF RESPONDENT ON THE
WITHDRAWAL SLIP ARE GENUINE AND PRIVATE
RESPONDENT’S PASSBOOK WAS DULY
PRESENTED, AND CONTRARIWISE RESPONDENT
WAS NEGLIGENT IN THE SELECTION AND
SUPERVISION OF ITS MESSENGER EMERANO
ILAGAN, AND IN THE SAFEKEEPING OF ITS
CHECKS AND OTHER FINANCIAL DOCUMENTS.
III. THE COURT OF APPEALS ERRED IN NOT FINDING
THAT THE INSTANT CASE IS A LAST DITCH EFFORT
OF PRIVATE RESPONDENT TO RECOVER ITS
P300,000.00 AFTER FAILING IN ITS EFFORTS TO
RECOVER THE SAME FROM ITS EMPLOYEE
EMERANO ILAGAN.
IV. THE COURT OF APPEALS ERRED IN NOT
MITIGATING THE DAMAGES AWARDED AGAINST
PETITIONER UNDER ARTICLE 2197 OF THE CIVIL
CODE, NOTWITHSTANDING ITS FINDING THAT
PETITIONER BANK’S
16
NEGLIGENCE WAS ONLY
CONTRIBUTORY.
The Ruling of the Court
The petition is partly meritorious.
_______________
16 Ibid., pp. 33-34.
574

Solidbank’s Fiduciary Duty under the Law
The rulings of the trial court and the Court of Appeals conflict on
the application of the law. The trial court pinned the liability on L.C.
Diaz based on the provisions of the rules on savings account, a
recognition of the contractual relationship between Solidbank and
L.C. Diaz, the latter being a depositor of the former. On the other
hand, the Court of Appeals applied the law on quasi-delict to
determine who between the two parties was ultimately negligent.

The law on quasi-delict or culpa aquiliana is generally applicable
when there is no pre-existing contractual relationship between the
parties.
We hold that Solidbank is liable for breach of contract due to
negligence, or culpa contractual.
The contract between the bank and its depositor
17
is governed by
the provisions of the Civil Code on simple loan. Article 1980 of the
Civil Code expressly provides that “x x x savings x x x deposits of
money in banks and similar institutions shall be governed by the
provisions concerning simple loan.” There is a debtor-creditor
relationship between the bank and its depositor. The bank is the
debtor and the depositor is the creditor. The depositor lends the bank
money and the bank agrees to pay the depositor on demand. The
savings deposit agreement between the bank and the depositor is the
contract that determines the rights and obligations of the parties.
The law imposes on banks high standards in view of the fiduciary
nature 18of banking. Section 2 of Republic Act No. 8791 (“RA
8791”), which took effect on 13 June 2000, declares that the State
recognizes the “fiduciary nature of banking
19
that requires high
standards of integrity and performance.” This new provision in
_______________
17 Article 1953 of the Civil Code provides: “A person who receives a loan of
money or any other fungible thing acquires the ownership thereof, and is bound to
pay the creditor an equal amount of the same kind and quality.”
18 The General Banking Law of 2000.
19 In the United States, the prevailing rule, as enunciated by the U.S. Supreme
Court in Bank of Marin v. England, 385 U.S. 99 (1966), is that the bank-depositor
relationship is governed by contract, and the bankruptcy of the depositor does not
alter the relationship unless the bank receives notice of the bankruptcy. However, the
Supreme Court of some
575
VOL. 410, SEPTEMBER 11, 2003 575

the general banking law, introduced in 2000, is a statutory

affirmation of Supreme Court decisions, starting
20
with the 1990 case
of Simex International v. Court of Appeals, holding that “the bank
is under obligation to treat the accounts of its depositors with
meticulous care,
21
always having in mind the fiduciary nature of their
relationship.”
This fiduciary relationship means that the bank’s obligation to
observe “high standards of integrity and performance” is deemed
written into every deposit agreement between a bank and its
depositor. The fiduciary nature of banking requires banks to assume

a degree of diligence higher than that of a good father of a family.
Article 1172 of the Civil Code states that the degree of diligence
required of an obligor is that prescribed by law or contract, and
absent 22such stipulation then the diligence of a good father of a
family. Section 2 of RA 8791 prescribes the statutory diligence
required from banks—that banks must observe “high standards of
integrity and performance” in servicing their depositors. Although
RA 8791 took effect almost nine years after the unauthorized
withdrawal of23 the P300,000 from L.C. Diaz’s savings account,
jurisprudence at the time of the withdrawal already imposed on
banks the same high standard of diligence required under RA No.
8791.
_______________
states, like Arizona, have held that banks have more than a contractual duty to
depositors, and that a special relationship may create a fiduciary obligation on banks
outside of their contract with depositors. See Stewart v. Phoenix National Bank, 49
Ariz. 34, 64 P. 2d 101 (1937); Klein v. First Edina National Bank, 293 Minn. 418, 196
N.W. 2d 619 (1972).
20 G.R. No. 88013, 19 March 1990, 183 SCRA 360.
21 The ruling in Simex International was followed in the following cases: Bank of
the Philippine Islands v. Intermediate Appellate Court, G.R. No. 69162, 21 February
1992, 206 SCRA 408; Citytrust Banking Corporation v. Intermediate Appellate
Court, G.R. No. 84281, 27 May 1994, 232 SCRA 559; Tan v. Court of Appeals, G.R.
No. 108555, 20 December 1994, 239 SCRA 310; Metropolitan Bank & Trust Co. v.
Court of Appeals, G.R. No. 112576, 26 October 1994, 237 SCRA 761; Philippine
Bank of Commerce v. Court of Appeals, 336 Phil. 667; 269 SCRA 695 (1997);
Firestone v. Court of Appeals, G.R. No. 113236, 5 March 2001, 353 SCRA 601.
22 The second paragraph of Article 1172 of the Civil Code provides: “If the law or
contract does not state the diligence which is to be observed in the performance, that
which is expected of a good father of a family shall be required.”
23 See notes 20 and 21.
576

However, the fiduciary nature of a bank-depositor relationship does

not convert the contract between the bank and its depositors from a
simple loan to a trust agreement, whether express or implied. Failure
by the bank to pay the24
depositor is failure to pay a simple loan, and
not a breach of trust. The law simply imposes on the bank a higher
standard of integrity and performance in complying with its
obligations under the contract of simple loan, beyond those required
of non-bank debtors under a similar contract of simple loan.
The fiduciary nature of banking does not convert a simple loan

into a trust agreement because banks do not accept deposits to enrich
depositors but to earn money for themselves. The law allows banks
to offer the lowest possible interest rate to depositors while charging
the highest possible interest rate on their own borrowers. The
interest spread or differential belongs to the bank and not to the
depositors who are not cestui que trust of banks. If depositors are
cestui que trust of banks, then the interest spread or income belongs
to the depositors, a situation that Congress certainly did not intend in
enacting Section 2 of RA 8791.
Solidbank’s Breach of its Contractual Obligation
Article 1172 of the Civil Code provides that “responsibility arising

from negligence in the performance of every kind of obligation is
demandable.” For breach of the savings deposit agreement due to
negligence, or culpa contractual, the bank is liable to its depositor.
Calapre left the passbook with Solidbank because the
“transaction took time” and he had to go to Allied Bank for another
transaction. The passbook was still in the hands of the employees of
Solidbank for the processing of the deposit when Calapre left
Solidbank. Solidbank’s rules on savings account require that the
“deposit book should be carefully guarded by the depositor and kept
under lock and key, if possible.” When the passbook is in the
possession of Solidbank’s tellers during withdrawals, the law
imposes on Solidbank and its tellers an even higher degree of
diligence in safeguarding the passbook.
_______________
24 Serrano v. Central Bank, G.R. L-30511, 14 February 1980, 96 SCRA 96.
577
VOL. 410, SEPTEMBER 11, 2003 577

Likewise, Solidbank’s tellers must exercise a high degree of

diligence in insuring that they return the passbook only to the
depositor or his authorized representative. The tellers know, or
should know, that the rules on savings account provide that any
person in possession of the passbook is presumptively its owner. If
the tellers give the passbook to the wrong person, they would be
clothing that person presumptive ownership of the passbook,
facilitating unauthorized withdrawals by that person. For failing to
return the passbook to Calapre, the authorized representative of L.C.
Diaz, Solidbank and Teller No. 6 presumptively failed to observe
such high degree of diligence in safeguarding the passbook, and in

insuring its return to the party authorized to receive the same.
In culpa contractual, once the plaintiff proves a breach of
contract, there is a presumption that the defendant was at fault or
negligent. The burden is on the defendant to prove that he was not at
fault or negligent. In contrast, in culpa aquiliana the plaintiff has the
burden of proving that the defendant was negligent. In the present
case, L.C. Diaz has established that Solidbank breached its
contractual obligation to return the passbook only to the authorized
representative of L.C. Diaz. There is thus a presumption that
Solidbank was at fault and its teller was negligent in not returning
the passbook to Calapre. The burden was on Solidbank to prove that
there was no negligence on its part or its employees.
Solidbank failed to discharge its burden. Solidbank did not
present to the trial court Teller No. 6, the teller with whom Calapre
left the passbook and who was supposed to return the passbook to
him. The record does not indicate that Teller No. 6 verified the
identity of the person who retrieved the passbook. Solidbank also
failed to adduce in evidence its standard procedure in verifying the
identity of the person retrieving the passbook, if there is such a
procedure, and that Teller No. 6 implemented this procedure in the
present case.
Solidbank is bound by the negligence of its employees under the
principle of respondeat superior or command responsibility. The
defense of exercising the required diligence in the selection and
supervision of employees is not a 25complete defense in culpa
contractual, unlike in culpa aquiliana.
_______________
25 Cangco v. Manila Railroad Co., 38 Phil. 769 (1918); De Guia v. Meralco, 40

Phil. 706 (1920).
578

The bank must not only exercise “high standards of integrity and
performance,” it must also insure that its employees do likewise
because this is the only way to insure that the bank will comply with
its fiduciary duty. Solidbank failed to present the teller who had the
duty to return to Calapre the passbook, and thus failed to prove that
this teller exercised the “high standards of integrity and
performance” required of Solidbank’s employees.
Proximate Cause of the Unauthorized Withdrawal
Another point of disagreement between the trial and appellate courts

is the proximate cause of the unauthorized withdrawal. The trial
court believed that L.C. Diaz’s negligence in not securing its
passbook under lock and key was the proximate cause that allowed
the impostor to withdraw the P300,000. For the appellate court, the
proximate cause was the teller’s negligence in processing the
withdrawal without first verifying with L.C. Diaz. We do not agree
with either court.
Proximate cause is that cause which, in natural and continuous
sequence, unbroken by any efficient intervening cause, produces the26
injury and without which the result would not have occurred.
Proximate cause is determined by the facts of each case upon27mixed
considerations of logic, common sense, policy and precedent.
L.C. Diaz was not at fault that the passbook landed in the hands
of the impostor. Solidbank was in possession of the passbook while
it was processing the deposit. After completion of the transaction,
Solidbank had the contractual obligation to return the passbook only
to Calapre, the authorized representative of L.C. Diaz. Solidbank
failed to fulfill its contractual obligation because it gave the
passbook to another person.
Solidbank’s failure to return the passbook to Calapre made
possible the withdrawal of the P300,000 by the impostor who took
possession of the passbook. Under Solidbank’s rules on savings
account, mere possession of the passbook raises the presumption of
ownership. It was the negligent act of Solidbank’s Teller No. 6 that
gave the impostor presumptive ownership of the passbook. Had the
_______________
26 Philippine Bank of Commerce v. Court of Appeals, supra note 21, citing Vda. de
Bataclan v. Medina, 102 Phil. 181 (1957).
27 Ibid.
579
VOL. 410, SEPTEMBER 11, 2003 579

passbook not fallen into the hands of the impostor, the loss of
P300,000 would not have happened. Thus, the proximate cause of
the unauthorized withdrawal was Solidbank’s negligence in not
returning the passbook to Calapre.
We do not subscribe to the appellate court’s theory that the
proximate cause of the unauthorized withdrawal was the teller’s
failure to call up L.C. Diaz to verify the withdrawal. Solidbank did
not have the duty to call up L.C. Diaz to confirm the withdrawal.
There is no arrangement between Solidbank and L.C. Diaz to this
effect. Even the agreement between Solidbank and L.C. Diaz
pertaining to measures that the parties must observe whenever

withdrawals of large amounts are made does not direct Solidbank to
call up L.C. Diaz.
There is no law mandating banks to call up their clients whenever
their representatives withdraw significant amounts from their
accounts. L.C. Diaz therefore had the burden to prove that it is the
usual practice of Solidbank to call up its clients to verify a
withdrawal of a large amount of money. L.C. Diaz failed to do so.
Teller No. 5 who processed the withdrawal could not have been
put on guard to verify the withdrawal. Prior to the withdrawal of
P300,000, the impostor deposited with Teller No. 6 the P90,000
PBC check, which later bounced. The impostor apparently deposited
a large amount of money to deflect suspicion from the withdrawal of
a much bigger amount of money. The appellate court thus erred
when it imposed on Solidbank the duty to call up L.C. Diaz to
confirm the withdrawal when no law requires this from banks and
when the teller had no reason to be suspicious of the transaction.
Solidbank continues to foist the defense that Ilagan made the
withdrawal. Solidbank claims that since Ilagan was also a messenger
of L.C. Diaz, he was familiar with its teller so that there was no
more need for the teller to verify the withdrawal. Solidbank relies on
the following statements in the Booking and Information Sheet of
Emerano Ilagan:
x x x Ilagan also had with him (before the withdrawal) a forged check of
PBC and indicated the amount of P90,000 which he deposited in favor of
L.C. Diaz and Company. After successfully withdrawing this large sum of
money, accused Ilagan gave alias Rey (Noel Tamayo) his share of the loot.
Ilagan then hired a taxicab in the amount of P1,000 to transport him (Ilagan)
to his home province at Bauan, Batangas. Ilagan extrava-
580

gantly and lavishly spent his money but a big part of his loot was wasted in
cockfight28 and horse racing. Ilagan was apprehended and meekly admitted
his guilt. (Emphasis supplied.)
L.C. Diaz refutes Solidbank’s contention by pointing out that the

person who withdrew the P300,000 was a certain Noel Tamayo.
Both the trial and appellate courts stated that this Noel Tamayo
presented the passbook with the withdrawal slip.
We uphold the finding of the trial and appellate courts that a
certain Noel Tamayo withdrew the P300,000. The Court is not a trier
of facts. We find no justifiable reason to reverse the factual finding
of the trial court and the Court of Appeals. The tellers who
processed the deposit of the P90,000 check and the withdrawal of
the P300,000 were not presented during trial to substantiate

Solidbank’s claim that Ilagan deposited the check and made the
questioned withdrawal. Moreover, the entry quoted by Solidbank
does not categorically state that Ilagan presented the withdrawal slip
and the passbook.
Doctrine of Last Clear Chance
The doctrine of last clear chance states that where both parties are
negligent but the negligent act of one is appreciably later than that of
the other, or where it is impossible to determine whose fault or
negligence caused the loss, the one who had the last clear
opportunity
29
to avoid the loss but failed to do so, is chargeable with
the loss. Stated differently, the antecedent negligence of the
plaintiff does not preclude him from recovering damages caused by
the supervening negligence of the defendant, who had the last fair
chance to30 prevent the impending harm by the exercise of due
diligence.
We do not apply the doctrine of last clear chance to the present
case. Solidbank is liable for breach of contract due to negligence in
the performance of its contractual obligation to L.C. Diaz. This is a
case of culpa contractual, where neither the contributory negligence
of the plaintiff nor his last clear chance to avoid the loss,
_______________
28 Rollo, p. 35.
29 Philippine Bank of Commerce v. Court of Appeals, supra note 21.
30 Ibid.
581
VOL. 410, SEPTEMBER 11, 2003 581

31
would exonerate the defendant from liability. Such contributory
negligence or last clear chance by the plaintiff merely serves to
reduce the recovery of damages by the plaintiff 32
but does not
exculpate the defendant from his breach of contract.
Mitigated Damages
Under Article 1172, “liability (for culpa contractual) may be

regulated by the courts, according to the circumstances.” This means
that if the defendant exercised the proper diligence in the selection
and supervision of its employee, or if the plaintiff was guilty of
contributory negligence, then the courts may reduce the award of
damages. In this case, L.C. Diaz was guilty of contributory

negligence in allowing a withdrawal slip signed by its authorized
signatories to fall into the hands of an impostor. Thus, the liability of
Solidbank should be reduced. 33
In Philippine Bank of Commerce v. Court of Appeals, where the
Court held the depositor guilty of contributory negligence, we
allocated the damages between the depositor and the bank on a 40-
60 ratio. Applying the same ruling to this case, we hold that L.C.
Diaz must shoulder 40% of the actual damages awarded by the
appellate court. Solidbank must pay the other 60% of the actual
damages.
WHEREFORE, the decision of the Court of Appeals is
AFFIRMED with MODIFICATION. Petitioner Solidbank
Corporation shall pay private respondent L.C. Diaz and Company,
CPA’s only 60% of the actual damages awarded by the Court of
Appeals. The remaining 40% of the actual damages shall be borne
by private respondent L.C. Diaz and Company, CPA’s. Proportionate
costs.
SO ORDERED.
Davide, Jr. (C.J., Chairman), Vitug and Ynares-Santiago,

JJ., concur.
Azcuna, J., On Official Leave.
Judgment affirmed with modification.
_______________
31 See note 23.

32 Del Prado v. Manila Electric Co., 52 Phil. 900 (1928-1929).
33 See Note 21.
582

Garcia vs. People
Notes.—There is no contractual relation created between a

drawee bank and the payee as a result of the payment by the former
of the amount of the check. (Security Bank & Trust Company vs.
Court of Appeals, 291 SCRA 33 [1998])
The publication of the list of unclaimed balances is intended to
safeguard the right of the depositors, their heirs and successors to
due process. (Republic vs. Court of Appeals, 345 SCRA 63 [2000])
——o0o——
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562 Supreme Court Reports Annotated: Consolidated Bank and Trust Corporation vs. Court of Appeals

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8/26/2019 SUPREME COURT REPORTS ANNOTATED VOLUME 410

562 SUPREME COURT REPORTS ANNOTATED

THE CONSOLIDATED BANK and TRUST CORPORATION,

withdrawal already imposed on banks the same high standard of diligence

VOL. 410, SEPTEMBER 11, 2003 563

Consolidated Bank and Trust Corporation vs. Court of Appeals

The fiduciary nature of banking requires banks to assume a degree of

564 SUPREME COURT REPORTS ANNOTATED

Consolidated Bank and Trust Corporation vs. Court of Appeals

sumptive ownership of the passbook, facilitating unauthorized withdrawals

superior or command responsibility. The defense of exercising the required

VOL. 410, SEPTEMBER 11, 2003 565

Consolidated Bank and Trust Corporation vs. Court of Appeals

accounts.—There is no law mandating banks to call up their clients

from liability. Such contributory negligence or last clear chance by the

566 SUPREME COURT REPORTS ANNOTATED

PETITION for review on certiorari of the decision and resolution of

The facts are stated in the opinion of the Court.

but modified the decision by deleting the award of exemplary

Solidbank is a domestic banking corporation organized and existing

1 Penned by Associate Justice Eugenio S. Labitoria with Associate Justices Jesus

VOL. 410, SEPTEMBER 11, 2003 567

568 SUPREME COURT REPORTS ANNOTATED

The Ruling of the Trial Court

In absolving Solidbank, the trial court applied the rules on savings

VOL. 410, SEPTEMBER 11, 2003 569

said book and entry therein of the withdrawal 9

570 SUPREME COURT REPORTS ANNOTATED

The trial court further justified the dismissal of the complaint by

“IN VIEW OF THE FOREGOING, judgment is hereby rendered

The Ruling of the Court of Appeals

The Court of Appeals ruled that Solidbank’s negligence was the

VOL. 410, SEPTEMBER 11, 2003 571

conclusion after applying the provision of the Civil Code on

Article 2176. Whoever by act or omission causes damage to another, there

to be withdrawn was a significant amount. Had the teller called up

572 SUPREME COURT REPORTS ANNOTATED

The dispositive portion of the decision of the Court of Appeals

“WHEREFORE, premises considered, the decision appealed from is hereby

1. Ordering defendant-appellee Consolidated Bank and Trust

Acting on the motion for reconsideration of Solidbank, the appellate

defendant acted with gross negligence. Since Solidbank was guilty

“WHEREFORE, foregoing considered, our decision dated October 27, 1998

Hence, this petition.

13 Rollo, pp. 49-50.

VOL. 410, SEPTEMBER 11, 2003 573

Solidbank seeks the review of the decision and resolution of the

I. THE COURT OF APPEALS ERRED IN HOLDING THAT

HOLDING THAT PETITIONER BANK’S TELLER HAD

The Ruling of the Court

The petition is partly meritorious.

16 Ibid., pp. 33-34.

574 SUPREME COURT REPORTS ANNOTATED

Solidbank’s Fiduciary Duty under the Law

determine who between the two parties was ultimately negligent.

VOL. 410, SEPTEMBER 11, 2003 575

the general banking law, introduced in 2000, is a statutory

depositor. The fiduciary nature of banking requires banks to assume

576 SUPREME COURT REPORTS ANNOTATED