G.R. No.
171428 November 11, 2013 There are two types of fraud contemplated in the performance of contracts: dolo incidente or
ALEJANDRO V. TANKEH, Petitioner, vs.
DEVELOPMENT BANK OF THE PHILIPPINES, STERLING SHIPPING LINES, INC.,
RUPERTO V. TANKEH, VICENTE ARENAS, and ASSET PRIVATIZATION
TRUST, Respondents.
Facts:
Sometime in 1980, Alejandro was approached by his brother, Ruperto (president of
SSL) informing him that the latter was operating a new shipping line business and offered him
1000 shares worth P1M to be a director of the business. Alejandro accepted the offer based
on the promised that he be part of the admin staff so that he can oversee the operation of the
business plus his son, who is a practicing lawyer would be given a position in the company.
A loan was applied from DBP for financing of an ocean-going vessel with the
conditions that the first mortgage is obtained over the vessel, the future earnings of the
mortgage including proceeds should be assigned to DBP and DBP is assigned to no less than
67% of the voting shares of the company. Alejandro signed the Assignment of Shares of Stock
with Voting Rights and the promissory note making him liable jointly and severally for the
amount of the loan. After the vessel is acquired, a deed of assignment was executed in favor
of DBP. On 1983, upon realizing that he was only being made a tool to realize the purposes
of Ruperto, Alejandro officially informed the company by means of letter that he has severed
his connection with the company and asking the board to pass a resolution to released him
from his liabilities with DBP and notify the latter about this.
On 1986, the account of SSL in the DBP were transferred to Asset Privatization Trust
by virtue of Presidential Proclamation No. 50. The asset including loan in favor of DBP were
ordered to be transferred to the national government. Despite the assignment and cash equity
contribution of SSL to cover part of the acquisition cost of the vessel and the like, the
promissory note still subsisted. Hence, Alejandro is still bound as a debtor because of the
promissory note.
Alejandro’s contention: The promisorry note must be declared as null and void and he be
absolved from any liability. Ruperto exercised deceit and fraud in causing him to bind himself
jointly and severally to pay DBP the amount of the mortgage loan. All the money supposedly
invested by him were put by Ruperto, hence he had never invested any money. He was invited
to attend the board meeting only once and he was never compensated by SSL for being called
director and stockholder. None of the promises of Ruperto was complied with.
Issue: WON the fraud perpetrated by Ruperto is serious enough to warrant annulment of the
contract?
Ruling: No. Only incidental fraud exists in this case. Therefore it is not sufficient to warrant the
annulment of the contracts petitioner entered into but respondent Ruperto is liable to pay him
damages. The distinction between fraud as a ground for rendering a contract voidable or as
basis for an award of damages is provided in Article 1344: In order that fraud may make a
contract voidable, it should be serious and should not have been employed by both contracting
parties. Incidental fraud only obliges the person employing it to pay damages.
incidental fraud and dolo causante or fraud serious enough to render a contract voidable. If
there is fraud in the performance of the contract, then this fraud will give rise to damages. If
the fraud did not compel the imputing party to give his or her consent, it may not serve as the
basis to annul the contract, which exhibits dolo causante. However, the party alleging the
existence of fraud may prove the existence of dolo incidente. This may make the party against
whom fraud is alleged liable for damages.
Article 1340 of the Civil Code recognizes the reality of some exaggerations in trade which
negates fraud. It reads: The usual exaggerations in trade, when the other party had an
opportunity to know the facts, are not in themselves fraudulent.
Given the standing and stature of the petitioner, he was in a position to ascertain more
information about the contract. The following facts show that petitioner was fully aware of the
magnitude of his undertaking: First, petitioner was fully aware of the financial reverses that
SSL had been undergoing, and he took great pains to release himself from the obligation.
Second, his background as a doctor, as a bank organizer, and as a businessman with
experience in the textile business and real estate should have apprised him of the irregularity
in the contract that he would be undertaking. This meant that at the time petitioner gave his
consent to become a part of the corporation, he had been fully aware of the circumstances and
the risks of his participation. Intent is determined by the acts. Finally, the records showed that
petitioner had been fully aware of the effect of his signing the promissory note. The bare
assertion that he was not privy to the records cannot counteract the fact that petitioner himself
had admitted that after he had severed ties with his brother, he had written a letter seeking to
reach an amicable settlement with respondent Rupert. Petitioner’s actions defied his claim of
a complete lack of awareness regarding the circumstances and the contract he had been
entering.
The required standard of proof – clear and convincing evidence – was not met. There was no
dolo causante or fraud used to obtain the petitioner’s consent to enter into the contract.
Petitioner had the opportunity to become aware of the facts that attended the signing of the
promissory note. He even admitted that he has a lawyer-son who the petitioner had hoped
would assist him in the administration of Sterling Shipping Lines, Inc. The totality of the facts
on record belies petitioner’s claim that fraud was used to obtain his consent to the contract
given his personal circumstances and the applicable law.
However, in refusing to allow petitioner to participate in the management of the business,
respondent Ruperto V. Tankeh was liable for the commission of incidental fraud. In Geraldez,
this Court defined incidental fraud as "those which are not serious in character and without
which the other party would still have entered into the contract. Although there was no fraud
that had been undertaken to obtain petitioner’s consent, there was fraud in the performance of
the contract.